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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ATMI, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
00207R101
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(CUSIP Number)
Lamonte H. Lawrence
c/o Lawrence Semiconductor Research Laboratory, Inc.
2300 West Huntington Drive
Tempe, Arizona 85282
(602) 438-2300
with a copy to:
Jonathan Freedman
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
(212) 259-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 26, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| .
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the Reporting Person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 00207R101 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lamonte H. Lawrence
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------- ------ -------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,073,922
BENEFICIALLY ------ ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
None
EACH ------ ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,073,922
PERSON ------ ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,922
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1 to the Statement on Schedule 13D of Lamonte
H. Lawrence (the "Schedule 13D") which was filed with the Securities and
Exchange Commission on October 14, 1997 relates to the common stock, par value
$.01 per share, of ATMI, Inc., a Delaware corporation (the "ATMI Common Stock").
Capitalized terms used but not defined herein are as defined in the Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented by the addition
of the following:
In March 1998, Mr. Lawrence received 41,922 shares of ATMI
Common Stock pursuant to a post-closing adjustment contemplated by the Merger
Agreement.
On March 31, 1998, Mr. Lawrence sold an aggregate of 1,308,484
shares of ATMI Common Stock pursuant to a registered public offering (the
"Offering") to the underwriters (the "Underwriters") as contemplated by the
Underwriting Agreement (the "Underwriting Agreement"), dated March 26, 1998
among ATMI, Inc., the Underwriters listed on Schedule I thereto and the selling
stockholders listed on Schedules II and III thereto (the "Selling
Stockholders"). In addition, Mr. Lawrence granted to the Underwriters an option
to purchase 215,516 shares of ATMI Common Stock, exercisable no later than 30
days after the date of the execution of the Underwriting Agreement, solely to
cover over-allotments. As of April 2, 1998, the Underwriters exercised such
option in full (as well as options granted by ATMI, Inc. and the other Selling
Stockholders). Upon completion of the Offering, Mr. Lawrence owns 10.1% of the
outstanding shares of ATMI Common Stock. Except as previously disclosed, Mr.
Lawrence does not have any plan or proposal which relates to or would result in
any of the actions enumerated in Item 4 of the Schedule 13D, except that Mr.
Lawrence may dispose of additional shares of ATMI Common Stock or may acquire
shares of ATMI Common Stock, from time to time, depending upon market
conditions, evaluation of alternative investments and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) Mr. Lawrence beneficially owns 2,073,922 shares of ATMI
Common Stock which represent approximately 10.1%(1) of all ATMI Common Stock
outstanding as of the date hereof.*
(b) Mr. Lawrence currently has the sole power to vote or direct
the vote and to dispose or direct the disposition of all of the shares of ATMI
Common Stock referred to in paragraph (a) above.*
____________________
(1) Calculated based on ATMI, Inc.'s 1997 Annual Report on 10-K, dated as of
March 2, 1998, which indicated 18,177,901 shares of ATMI Common Stock
outstanding, plus an additional 2,257,291 shares of ATMI Common Stock issued by
ATMI, Inc. pursuant to the Offering.
Page 3 of 7 Pages
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(c) The only transaction involving the ATMI Common Stock by
Mr. Lawrence involve (i) the issuance of shares of ATMI Common Stock to Mr.
Lawrence pursuant to post-closing adustment contemplated by the Merger
Agreement and (ii) the sale of 1,524,000 shares of ATMI Common Stock, in each
case as described in Items 4 and 6 hereof.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of ATMI Common Stock beneficially owned by Mr. Lawrence.*
(e) Not applicable.
* Pursuant to California law, Regina Lawrence, the wife of Mr. Lawrence,
holds a one-half community property interest in the shares of ATMI Common Stock
held of record by Mr. Lawrence. Regina Lawrence disclaims beneficial ownership
of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On March 26, 1998, Mr. Lawrence, the other Selling Stockholders, ATMI,
Inc. and the Underwriters entered into the Underwriting Agreement. Pursuant to
the Underwriting Agreement, Mr. Lawrence agreed to sell 1,308,484 shares of ATMI
Common Stock to the Underwriters at a sales price of $28.10 per share (net of
underwriting commissions). In addition, Mr. Lawrence granted to the Underwriters
an option to purchase an additional 215,516 shares of ATMI Common Stock at a
sales price of $28.10 per share (net of underwriting commissions), exercisable
within 30 days of the date of the execution of the Agreement, solely for
purposes of covering over-allotments made in connection with the Offering. As of
April 2, 1998, the Underwriters exercised such option in full (as well as
options granted by ATMI, Inc. and the other Selling Stockholders). ATMI, Inc.
and the Selling Stockholders have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, and to
contribute payments the Underwriters may be required to make in respect thereof.
ATMI, Inc. has obtained an insurance policy providing the Selling Stockholders
coverage with respect to the shares of ATMI Common Stock sold by the Selling
Stockholders, including Mr. Lawrence. The premium with respect to such policy
will be paid by ATMI, Inc. Mr. Lawrence as well as the other Selling
Stockholders have agreed that, without the prior written consent of Hambrecht &
Quist LLC, one of the Underwriters, they will not, directly or indirectly, sell,
offer, contract to sell, make any short sale, pledge, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of any shares of
ATMI Common Stock or any securities convertible into or exchangeable or
exercisable for or any rights to purchase or acquire ATMI Common Stock or enter
into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences or ownership of ATMI Common Stock, whether any such
transaction described above is settled by delivery of ATMI Common Stock or such
other securities, in cash or otherwise, during the 90-day period after the date
of the Underwriting Agreement, except that the Selling Stockholders may make
certain transfers of ATMI Common Stock to members of their immediate family. A
copy of the Underwriting Agreement is attached hereto as exhibit g and is
incorporated herein by reference.
Page 4 of 7 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
(g) - Underwriting Agreement dated March 26, 1998 among the
Underwriters, ATMI, Inc. and the Selling Stockholders, incorporated by reference
to Exhibit 1.01 to Amendment No.1 to the Registration Statement on Form S-1 of
ATMI, Inc., filed March 3, 1998 as originally filed on February 20, 1998 (File
No. 33-46609).
Page 5 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 2, 1998
/s/ Lamonte H. Lawrence
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Lamonte H. Lawrence
Page 6 of 7 Pages
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EXHIBIT INDEX
EXHIBIT
LETTER DESCRIPTION
(g) Underwriting Agreement, dated March 26, 1998 among the
Underwriters, ATMI, Inc. and the Selling Stockholders,
incorporated by reference to Exhibit 1.01 to Amendment No.1 to
the Registration Statement on Form S-1 of ATMI, Inc., filed March
3, 1998 as originally filed on February 20, 1998 (File No.
33-46609).
Page 7 of 7 Pages
