<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ATMI, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1481060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
____________________
7 Commerce Drive
Danbury, Connecticut 06810
(203) 794-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________
Eugene G. Banucci, Ph.D.
Chief Executive Officer
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
(203) 794-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copy to:
Donna L. Brooks, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, Connecticut 06103
(860) 251-5000
____________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]_________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]_________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be to be Offering Price Aggregate Amount of
Registered Registered per Share (1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Common Stock, par value
$.01 .................. 3,811,405 $27.7813 $105,886,595.16 $29,436.20
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low prices on the Nasdaq National Market on June
24, 1999.
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Subject to Completion, Dated July 1, 1999
PROSPECTUS
- ----------
3,811,405 Shares
ATMI, INC.
Common Stock
-----------------
The stockholders of ATMI listed on pages 10 and 11 of this prospectus are
offering and selling a total of 3,811,405 shares of ATMI common stock under this
prospectus. The selling stockholders will receive all of the net proceeds from
the sale of the shares. These stockholders will pay all underwriting discounts
and selling commissions, if any, applicable to the sale of the shares. We will
not receive any proceeds from the sale of the shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"ATMI." On June 29, 1999, the closing sale price of our common stock was
$28.5625 per share.
-----------------
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representations to the contrary is a
criminal offense.
-----------------
The date of this Prospectus is
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TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
Where You Can Find More Information.............................. 3
The Company...................................................... 4
Special Note Regarding Forward-Looking Information............... 5
Risk Factors..................................................... 5
Use of Proceeds.................................................. 9
Selling Stockholders............................................. 10
Plan of Distribution............................................. 11
Legal Matters.................................................... 11
Experts.......................................................... 11
</TABLE>
You should rely only on the information incorporated by reference or
contained in this prospectus. We have not authorized anyone to provide you with
different information from that contained in this prospectus. The selling
stockholders are offering to sell, and seeking offers to buy, shares of common
stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
documents with the Securities and Exchange Commission. You may read and copy any
document we file at the Commission's public reference rooms at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, Seven World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Please call the Commission at 1-800-SEC-
0330 for further information on public reference rooms. Our reports, proxy
statements and other information filed with the Commission are also available to
the public from our web site at http://www.atmi.com or at the Commission's web
site at http://www.sec.gov.
This prospectus is part of a registration statement that we filed with the
Commission. The registration statement contains more information than this
prospectus regarding ATMI and its common stock, including certain exhibits and
schedules. You can get a copy of the registration statement from the sources
listed above.
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling stockholders sell all of the
shares:
(1) Annual Report on Form 10-K for the year ended December 31, 1998 (File
No. 0-30130);
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(3) Current Report on Form 8-K/A dated May 31, 1999; and
(4) The description of the common stock of ATMI's predecessor registrant,
Advanced Technology Materials, Inc., contained in its registration
statement on Form 8-A filed on October 23, 1993, which description was
amended on Form 8-A/A filed on November 11, 1993, and any amendment or
report filed to update this description.
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You may request a copy of these documents, at no cost, by writing or
telephoning us at the following address:
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
Attn: Dean Hamilton
(203) 794-1100
THE COMPANY
We are a leading supplier of thin film materials, equipment and services
used worldwide in the manufacture of semiconductor devices. We target high
growth consumable and equipment markets within the semiconductor industry with
proprietary and patented products. We currently provide:
. a broad range of ultrahigh-purity thin film materials and related
delivery systems;
. a full line of point-of-use semiconductor environmental equipment
and services; and
. specialty epitaxial thin film deposition services.
Over the last four years, we have achieved a leadership position in each of
our target markets by providing a more complete line of products than our
competitors. Our strategy is to continue our growth through product line
expansion in each of our existing markets and to leverage our core technology to
create new high growth businesses. Our customers include most of the leading
semiconductor manufacturers in the world.
We have capitalized on the growth of the semiconductor industry in general,
and chemical vapor deposition, or CVD, processing in particular, by providing
leading edge products and services in each of our target markets. We have
organized our operations along two business segments: ATMI Materials and ATMI
Technologies.
ATMI Materials consists of the ADCS, NovaSource, ACSI and NOW divisions.
ADCS develops and markets ultrahigh-purity thin film materials and proprietary
delivery systems. NovaSource develops and markets SDS, which stores dangerous
gases as solids in cylinders, providing increased safety and substantially
greater operating efficiencies. ACSI manufactures and markets specialty
materials used in photolithography and chemical mechanical processing steps in
semiconductor manufacturing. NOW manufactures high performance containers and
dispensing systems for advanced purity chemicals used in the manufacture of
microelectronics.
ATMI Technologies consists of the EcoSys, Epitronics, Emosyn and Ventures
divisions. We believe EcoSys, particularly after the May 1999 acquisitions of
Delatech Incorporated and TeloSense Corporation, is the only provider of point-
of-use environmental equipment offering all of the key technologies for
semiconductor effluent abatement and monitoring. Our Epitronics division is a
world leader in specialty epitaxial services, providing high quality processing
of silicon and next-generation III-V and wide bandgap wafers. Our Emosyn
division is bringing to market a new generation of semiconductor devices,
initially targeted at the high growth market for smart card integrated circuits.
We participate in United States government-funded research and development
contracts through our Ventures division.
We are a Delaware corporation organized in 1997 and are the successor
registrant to Advanced Technology Materials which was incorporated in
Connecticut in 1986 and reincorporated in Delaware in 1987. Our principal
executive offices are located at 7 Commerce Drive, Danbury, Connecticut 06810,
and our telephone number is (203) 794-1100.
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains or incorporates "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. You can identify these statements by
forward-looking words such as "believes," "anticipates," "plans," "expects,"
"may," "will," "intends," "estimates" and similar words. We can give no
assurance that we will actually achieve these plans, intentions or expectations.
Our actual results could differ materially from the plans, intentions and
expectations disclosed in these forward-looking statements. We have included
important factors in the cautionary statements below that we believe could cause
our actual results to differ materially from our forward-looking statements. We
do not intend to update information contained in any of our forward-looking
statements.
RISK FACTORS
You should carefully consider the following risks, together with other
information contained or incorporated by reference in this prospectus, before
making an investment decision. Our business, operating results and financial
condition could be adversely affected by any of the following risks. The trading
price of our common stock could decline due to any of these risks, and you could
lose all or part of your investment.
Our quarterly operating results may fluctuate
Our quarterly operating results may fluctuate in the future as a result of
a number of factors, including:
. the general demand for semiconductors;
. the cyclical nature of the semiconductor manufacturing equipment
market;
. our product mix;
. our success in developing, introducing and shipping new products;
. competition;
. the timing of significant orders from, and shipments to, customers;
. the timing and market acceptance of new products;
. the timing and amount of bonus incentive payments to employees; and
. the effect of taxes and various non-recurring expenses.
As a result, our operating results in any quarter are not necessarily a good
predictor of our results for any future period. In the future, we will likely
experience quarterly or annual fluctuations. In one or more future quarters, our
operating results may fall below the expectations of public market analysts or
investors, and the price of our common stock could decline significantly.
Our business could be adversely affected if we are unable to integrate
businesses we acquire
During the past two years, we have acquired other companies, including
Advanced Delivery and Chemical Systems, Lawrence Semiconductor Laboratories, NOW
Technologies, Delatech, Advanced Chemical Systems International and TeloSense.
If opportunities exist, we intend to acquire other businesses that we believe
are strategic. We may not achieve the anticipated benefits from any acquisition,
including our acquisitions of ADCS, LSL, NOW, Delatech, ACSI and TeloSense,
unless we successfully combine the acquired businesses with those of ATMI in a
timely and efficient manner. The integration of acquisitions requires
substantial attention from
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<PAGE>
management. The diversion of the attention of management, and any difficulties
encountered in the transition process, could negatively impact our business,
operating results and financial condition. In addition, the process of
integrating various businesses could cause the interruption of, or a loss of
momentum in, the activities of some or all of these businesses as well as our
ongoing business.
We may have difficulty managing our growth
We have grown and intend to continue to grow our business. The management
of our growth requires qualified personnel, systems and other resources. Our
future success will depend in part on our ability to attract and retain highly
skilled scientific, technical, managerial and marketing personnel. Competition
for such personnel in the semiconductor industry is intense, and our competitors
are often larger and more established than we are. We may not be successful in
attracting and retaining qualified personnel. In addition, our expansion may
also significantly strain operational, management, financial, sales and
marketing and other resources. To manage growth effectively, we must continue to
enhance our information technology infrastructure, systems and controls and
successfully expand, train and manage our employee base. We may not be able to
manage this expansion effectively, including providing satisfactory levels of
customer service and technical support.
Our dependence on the semiconductor market makes us vulnerable to industry
downturns
Substantially all of our sales are to customers in the worldwide
semiconductor industry. As a result, our operating results are materially
dependent upon economic and business conditions in the semiconductor industry.
The semiconductor industry, and the semiconductor equipment industry in
particular, have been highly cyclical and have experienced periods of
overcapacity at various times, resulting in significantly reduced demand for
semiconductor materials, capital equipment and wafer processing services. Any
industry downturn will likely reduce our revenues and earnings.
We face risks from international operations and sales
International sales have accounted for up to 31.5% of our annual revenues
in the last three years. We anticipate that international sales will continue to
account for a significant portion of our revenues. As a result, our operations
are subject to risks inherent in international business activities, including:
. export controls;
. unexpected changes in legal and regulatory requirements;
. policy changes affecting the markets for semiconductor technology;
. changes in tariffs, exchange rates and other barriers;
. political and economic instability;
. difficulties in accounts receivable collection;
. difficulties in managing resellers or representatives;
. difficulties in staffing and managing international operations;
. difficulties in protecting our intellectual property outside the United
States;
. seasonality of sales; and
. potentially adverse tax consequences.
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<PAGE>
Although our sales to date have been predominantly denominated in U.S.
dollars, the value of the U.S. dollar in relation to other currencies may also
adversely affect our sales to customers outside the United States. In addition,
expenses and revenues of two of our businesses are denominated in South Korean
currency and are exposed to risks customarily associated with currency
fluctuations. Any significant volatility in South Korean currency, as it relates
to invested capital in these businesses, could have a material adverse impact on
stockholders' equity as reflected in currency translation adjustments in our
financial statements. We do not hedge our exposure with respect to such
fluctuations. To the extent that we expand our international operations or
change our pricing practices to denominate prices in other currencies, we will
be exposed to increased risks of currency fluctuations.
Certain of our businesses conduct a material portion of their activities in
Asia, including South Korea, Taiwan and Japan. Volatile economic conditions in
the region or of those countries, or instability in the currency of those
countries or in those countries' capital markets, may negatively impact our
revenues and earnings.
Our revenues would suffer if we lost several key customers
Sales to our top five customers have accounted for up to 16% of our
revenues over the last three years. Our relationships with these customers are
subject to various risks, including:
. termination, reduction or modification in the event of changes in the
customer's requirements or budgetary constraints;
. risks of potential disclosure of our confidential information to third
parties; and
. the failure or inability of a customer to perform its prime contract
with its customer.
Our revenues would suffer if our major customers reduce their purchase of our
products or services or secure alternative sources for products or services.
We may have difficulty responding to changing and competing technologies
Semiconductor technology, materials and processes change rapidly. We may
not be successful if we cannot keep pace with such advances. We are evaluating a
number of new opportunities to commercialize our core technology, including the
commercialization of smart card devices employing our advanced dielectric
material technology, but these opportunities may not lead to commercial products
that are timely or competitive. The technological advances of others may render
our current products or development efforts obsolete, and other equipment or
materials may prove more advantageous to customers in the markets we serve. In
addition, certain of our current technologies face competition from other
existing technologies which may be superior to or more cost-effective than our
current technologies and products.
We face significant competition from a variety of sources
The markets for semiconductor thin film materials and delivery systems,
environmental equipment and epitaxial deposition services are intensely
competitive. A number of domestic and international companies engage in
commercial activities in the markets we serve. Many of these companies have
substantially greater financial, research and development, manufacturing and
marketing resources than we do. In addition, as this industry evolves, other
competitors may emerge. To remain competitive, we must continue to invest in and
focus upon research and development and product and process innovation. We may
not be successful if we cannot compete on:
. price;
. technical capabilities;
. quality;
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. customer service; and
. the ability to provide full market-basket solutions to customers that
are increasingly seeking to streamline their vendor relationships.
Our business could be adversely affected if we cannot protect our proprietary
technology
Our proprietary technology aids our ability to compete effectively with
other companies. Although we have been awarded, have filed applications for, or
have been licensed under, numerous patents in the United States and other
countries, these patents may not fully protect our technology or competitive
position. Further, our competitors may apply for and obtain patents that will
restrict our ability to make and sell our products.
Our competitors may intentionally infringe our patents. Third parties may
also assert infringement claims against us in the future. The defense and
prosecution of patent suits are both costly and time-consuming, even if the
outcome is favorable to us. Outside the United States, such proceedings can be
extremely expensive, and their outcome very unpredictable. An adverse outcome in
the defense of a patent suit could subject us to significant liabilities to
third parties or require us to license rights from third parties or to cease
selling our products. We also rely on unpatented proprietary technology that
others may independently develop or otherwise obtain access to. Our inability to
maintain the proprietary nature of our technologies could negatively affect our
revenues and earnings.
We may incur various tax liabilities that exceed our security for these
liabilities
The former securityholders of the ADCS Group have agreed to indemnify us
for possible tax liabilities of the ADCS Group. As security for these potential
liabilities, the former securityholders of the ADCS Group delivered into escrow
a portion of the shares of common stock they received in connection with our
acquisition of the ADCS Group. We and the former securityholders of the ADCS
Group have divergent views on any potential exposures related to the various tax
matters for which there will be indemnification. The former securityholders of
the ADCS Group believe that any exposure would be immaterial. We believe that
any successful challenge to the tax matters is not probable. While the possible
exposures are difficult to quantify, we believe that, regardless of the
probability that liabilities arise, the potential exposures could range from $0
to $22 million depending on the tax matter. The current value of the shares held
in escrow provides indemnity towards the upper range of the potential exposures.
Nevertheless, if we incur actual tax liabilities, our earnings may be negatively
affected. We have agreed that minimum amounts must be reached before we have a
right to recover our losses. A possibility exists that the losses could exceed
the value of the shares held in escrow because the shares held in escrow are too
few in number or too low in value to adequately compensate us for these losses.
As a result, losses greater than secured amounts could negatively affect our
earnings.
Our business could be negatively affected if we cannot define, develop and sell
new products
We believe that our future success will depend, in part, upon our ability
to enhance our existing products and processes and to develop and commercialize
new products and processes. We may not be able to improve our existing products
and process technologies or to develop and market new products and technologies
that will be cost-effective or introduced in a timely manner or accepted in the
marketplace. Our failure to develop or introduce enhanced and new products and
processes in a timely manner may negatively affect our revenues and earnings.
We face numerous risks in manufacturing our products
The manufacture of semiconductors and related materials and equipment
involves highly complex manufacturing processes. We have established
manufacturing facilities for many of our products, including semiconductor
environmental equipment, thin film materials, delivery systems, substrates and
epitaxial wafers. We have also established a pilot facility to fabricate, test
and assemble semiconductor thin films, devices and circuits. Any prolonged
disruption in our manufacturing operations, whether due to technical or labor
difficulties, delay or inability to obtain sufficient quantities of production
input or equipment, destruction or damage to any
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facility or other reasons, could negatively impact our ability to deliver
products to customers. We are dependent upon a limited number of suppliers to
provide us with sufficient quantities of some materials and equipment used in
our processes so that we may be unable to obtain the quantities of materials and
equipment we require. To be financially successful, we must manufacture our
products in commercial quantities, at acceptable costs and on a timely basis,
which we may not be able to do. We have limited experience in manufacturing
certain of our products, and we may incur significant start-up costs and
unforeseen expenses in connection with attempts to manufacture these products
and expand our facilities.
Our business could be subject to product liability claims
The manufacture and sale of our products, which include thin film and other
toxic materials, involve the risk of product liability claims. In addition, a
failure of one of our products at a customer site could interrupt the business
operations of the customer. Our existing insurance coverage limits will not be
adequate to protect us from all liabilities that we might incur in connection
with the manufacture and sale of our products if a successful product liability
claim or series of product liability claims brought against us exceeds our
insurance coverage.
Our business is subject to substantial liabilities for failure to comply with
environmental regulations
We use, generate and discharge toxic or otherwise hazardous chemicals and
wastes in our manufacturing, processing and research and development activities.
As a result, we are subject to a variety of governmental regulations related to
the storage, use and disposal of these materials. Our failure to comply with
present or future laws, or our failure to obtain permits we are currently
seeking could result in fines or other liabilities being imposed on us,
suspension of production or a cessation of operations.
The various premises we occupy, particularly the premises in Danbury,
Connecticut, may have been contaminated prior to occupancy. We are not aware of
any environmental investigation or action by government agencies involving these
premises. However, under federal and state statutes and regulations, a
government agency may seek to recover its response costs and/or require future
remedial measures from both operators and owners of property where releases of
hazardous substances have occurred or are ongoing. The prior occupant of the
Danbury, Connecticut premises has agreed to indemnify us for remediation costs
in connection with any pre-existing, on-site contamination or environmental
condition. However, this indemnification may not prove adequate to cover any
liability imposed on us related to the environmental condition of the premises
or the cost of defending an environmental action, either of which could be
substantial.
Our activities may also result in our being subject to additional
regulation. Such regulations could require us to acquire significant additional
equipment or to incur other substantial expenses to comply with environmental
laws. Our failure to control the use of hazardous substances could subject us to
substantial financial liabilities.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the shares by the
selling stockholders. Also, we will bear most of the costs of registering the
shares covered by this prospectus. Those costs include registration and filing
fees and fees and expenses of our counsel and accountants.
However, the selling stockholders will be responsible for any underwriting
discounts and commissions or expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services.
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SELLING STOCKHOLDERS
The following table sets forth certain information known to us regarding
the beneficial ownership of our common stock as of the date of this prospectus
by each selling stockholder. The shares being offered by the selling
stockholders were acquired from ATMI in connection with our acquisitions of
TeloSense Corporation, Delatech Incorporated and Advanced Chemical Systems
International, Inc., each in May 1999.
<TABLE>
<CAPTION>
Shares Shares Percentage
Beneficially Owned Shares Beneficially Owned Beneficially Owned
Selling Stockholders Prior to the Offering Being Offered After the Offering After the Offering
- -------------------- --------------------- ------------------ -------------------- ---------------------
<S> <C> <C> <C> <C>
John A. Urmson 147,378 147,378 0 *
William C. Scott 84,216 84,216 0 *
Timothy L. Herman and 1,168,143 1,168,028 0 *
Margaret E. Herman as
Trustees of THE HERMAN
FAMILY TRUST under
Declaration of Trust
dated January 29, 1996
Roger J.B. McKinley and 1,145,143 1,145,143 0 *
Corenne M. McKinley
Tamara J. Rix 17,164 17,164 0 *
Brent Elliot 17,164 17,164 0 *
Koch Chemical Company 374,281 374,281 0 *
Advanced Material 254,886 254,886 0 *
Technologies Venture
Partners Ltd.
AMT Capital, Ltd. 169,204 169,204 0 *
John Arrillaga, Trustee or 44,657 44,657 0 *
Successor of the John
Arrillaga Survivors Trust
u/a/d 7/20/77
Richard T. Peery Separate 44,657 44,657 0 *
Property Trust
John Carle 43,524 43,524 0 *
Richard Brewer 39,823 39,823 0 *
JHAM Limited Partnership 37,933 37,933 0 *
Carl R. Wilkinson 36,592 36,592 0 *
William L. Formby 36,331 36,331 0 *
Joe Parisi 20,133 20,133 0 *
Sherman R. Stever 15,138 15,138 0 *
Joseph Frank Santandrea 14,179 14,179 0 *
Neila Bowden 12,110 12,110 0 *
Michael Doi 10,943 10,943 0 *
D.L.J.S.C. C/F 6,055 6,055 0 *
Theodore P. Algren I.R.A. R/O
Scott Santandrea 5,247 5,247 0 *
Wanda Surdi 4,541 4,541 0 *
Stephen A. Fine 3,027 3,027 0 *
Ronald Rossi 3,027 3,027 0 *
Tom Kloffenstein 2,270 2,270 0 *
Erasmo S. Garza 2,270 2,270 0 *
Thomas J. Grebinski 2,270 2,270 0 *
Stephen B. Hatch 2,270 2,270 0 *
Glen D. Jenkins 2,270 2,270 0 *
Tom Williams 1,513 1,513 0 *
Richard & Susan Wickham 1,513 1,513 0 *
Bill Robb 1,513 1,513 0 *
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Mike Stepp 1,513 1,513 0 *
Laurette F. Kennelly 1,513 1,513 0 *
Chan's Children's Trust 1,513 1,513 0 *
Chuen-Der Lien 1,513 1,513 0 *
Charles Clark 1,513 1,513 0 *
Glenda Edwards 756 756 0 *
James Chow 756 756 0 *
Jimmy Lee 756 756 0 *
Malina Kindt 151 151 0 *
Robert E. Loosier 151 151 0 *
Connecticut Development 30,000(1) 30,000(1) 0 *
Authority
TOTAL 3,811,405(2) 3,811,405(2)
</TABLE>
__________________
* Less than 1% of the outstanding common stock.
(1) An aggregate of 350,231 shares are held in escrow.
(2) Includes 20,000 shares which may be acquired pursuant to the exercise of
outstanding warrants. As of the date of this prospectus, the warrants have
not been exercised, and the 20,000 shares underlying these warrants have
not yet been issued.
PLAN OF DISTRIBUTION
The selling stockholders or their distributees or donees may sell the
shares in one or more transactions on the Nasdaq National Market or in
negotiated transactions, or both. They may sell at market prices at the time of
sale, at prices related to the market price or at negotiated prices. The selling
stockholders may sell shares to or through broker-dealers, and the broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares. The
selling stockholders and any broker-dealers that participate in the sale of the
shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933 and any commissions and any profit on the resale of
shares they receive may be deemed to be underwriting discounts and commissions
under the Securities Act. We have agreed to indemnify the selling stockholders
against some liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Shipman & Goodwin LLP, of Hartford, Connecticut, will pass on the validity
of the shares offered by this prospectus. As of the date of this prospectus,
lawyers employed at Shipman & Goodwin LLP owned 7,000 shares of our common
stock.
EXPERTS
The supplemental consolidated financial statements (including schedule) of
ATMI, Inc. at December 31, 1998 and 1997, and for the three years in the period
ended December 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report, thereon incorporated by reference from
ATMI's Current Report on Form 8-K/A dated May 31, 1999. Such supplemental
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses, other than broker-
dealer discounts and commissions, payable by the registrant in connection with
the sale and distribution of the shares of Common Stock registered hereby.
Pursuant to various agreements, the registrant is paying all of the expenses
incurred on behalf of the Selling Stockholders (other than discounts and
commissions).
<TABLE>
<S> <C>
SEC registration fee............................ $29,436
Legal fees and expenses......................... 20,000
Accounting fees and expenses.................... 15,000
Miscellaneous................................... 5,000
-------
Total expenses............................. 69,436
</TABLE>
Item 15. Indemnification of Directors and Officers
The registrant's Certificate of Incorporation provides that the personal
liability of the directors of the registrant shall be limited to the fullest
extent permitted by the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware (the "DGCL"). Section 102(b)(7) of the
DGCL generally provides that no director shall be liable personally to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director; however, the Certificate of Incorporation does not eliminate the
liability of a director for (i) any breach of the director's duty of loyalty to
the registrant or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the registrant and its stockholders (through stockholders' derivatives
suits on behalf of the registrant) to recover monetary damages against a
director for breach of her or his fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i) through (iv) above. The
limitations summarized above, however, do not affect the ability of the
registrant or its stockholders to seek nonmonetary remedies, such as an
injunction or rescission, against a director for breach of her or his fiduciary
duty.
In addition, the registrant's Certificate of Incorporation and Bylaws
provide that the registrant shall, to the fullest extent permitted by Section
145 of the DGCL, indemnify all persons whom it may indemnify pursuant to Section
145 of the DGCL. Section 145 of the DGCL permits a company to indemnify an
officer or director who was or is a party or is threatened to be made a party to
any proceeding because of his or her position, if the officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers, or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission (the "Commission"), such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
The registrant maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act. The effect
of this insurance is to indemnify any officer or director of the registrant
against expenses, including, without limitation, attorneys' fees, judgments,
fines and amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith. The premiums for such
insurance are paid by the registrant.
II-1
<PAGE>
Item 16. Exhibits
The following is a list of exhibits filed as a part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1(a) Certificate of Incorporation of ATMI (Exhibit 3.01 to ATMI's
Registration Statement on Form S-4, filed September 10,
1997, Registration No. 333-35323 (the "1997 Form S-4
Registration Statement")). (1)
4.1(b) Certificate of Amendment to Certificate of Incorporation
(Exhibit 4.1(b) to ATMI's Post-Effective Amendment No. 1 to
Registration Statement on Form S-8, filed October 10, 1997,
Registration No. 33-77060). (1)
4.1(c) Certificate of Amendment to Certificate of Incorporation
(Exhibit 3.01(c) to ATMI's Registration Statement on
Form S-4, Registration No. 333-51333). (1)
4.2 Bylaws of ATMI (Exhibit 3.02 to the 1997 Form S-4
Registration Statement). (1)
5.1 Opinion and Consent of Shipman & Goodwin LLP as to the
legality of the shares to be registered. (2)
23.1 Consent of Shipman & Goodwin LLP, included in opinion filed
as Exhibit 5.1. (2)
23.2 Consent of Ernst & Young LLP. (2)
23.3 Consent of PricewaterhouseCoopers LLP (2)
23.4 Consent of Deloitte & Touche LLP (2)
24.1 Power of Attorney, included in signature page of this
Registration Statement. (2)
</TABLE>
__________________
(1) Incorporated by reference.
(2) Filed herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
II-2
<PAGE>
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to the directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and
contained in a form of prospects filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Danbury, State of Connecticut, on July 1, 1999.
ATMI, INC.
By: /s/ Eugene G. Banucci
--------------------------------------------------
Eugene G. Banucci, President,
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Eugene G. Banucci and Daniel P. Sharkey
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or registration statement increasing the amount of securities for
which registration is being sought) to this registration statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
_______________________________
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eugene G. Banucci President, Chief Executive Officer, July 1, 1999
- ----------------------------------------- Chairman of the Board and Director
Eugene G. Banucci (principal executive officer)
/s/ Daniel P. Sharkey Vice President, Treasurer and Chief July 1, 1999
- ----------------------------------------- Financial Officer (principal
Daniel P. Sharkey financial and accounting officer)
/s/ Mark A. Adley Director July 1, 1999
- -----------------------------------------
Mark A. Adley
/s/ Robert S. Hillas Director July 1, 1999
- -----------------------------------------
Robert S. Hillas
/s/ Kam Law Director July 1, 1999
- -----------------------------------------
Kam Law
/s/ Lamonte H. Lawrence Director July 1, 1999
- -----------------------------------------
Lamonte H. Lawrence
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
/s/ Stephen H. Mahle Director July 1, 199
- -----------------------------------------
Stephen H. Mahle
/s/ Stephen H. Siegele Director July 1, 1999
- -----------------------------------------
Stephen H. Siegele
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1(a) Certificate of Incorporation of ATMI (Exhibit 3.01 to ATMI's
Registration Statement on Form S-4, filed September 10, 1997,
Registration No. 333-35323 (the "1997 Form S-4 Registration
Statement")). (1)
4.1(b) Certificate of Amendment to Certificate of Incorporation (Exhibit
4.1(b) to ATMI's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, filed October 10, 1997, Registration No.
33-77060). (1)
4.1(c) Certificate of Amendment to Certificate of Incorporation (Exhibit
3.01(c) to ATMI's Registration Statement on Form S-4,
Registration No. 333-51333). (1)
4.2 Bylaws of ATMI (Exhibit 3.02 to the 1997 Form S-4 Registration
Statement). (1)
5.1 Opinion and Consent of Shipman & Goodwin LLP as to the legality
of the shares to be registered. (2)
23.1 Consent of Shipman & Goodwin LLP, included in opinion filed as
Exhibit 5.1. (2)
23.2 Consent of Ernst & Young LLP. (2)
23.3 Consent of PricewaterhouseCoopers LLP (2)
23.4 Consent of Deloitte & Touche LLP (2)
24.1 Power of Attorney, included in signature page of this
Registration Statement. (2)
</TABLE>
__________________
(1) Incorporated by reference.
(2) Filed herewith.
E-1
<PAGE>
Exhibit 5.01
Shipman & Goodwin LLP One American Row
Counselors at Law Hartford, CT 06103
TEL: (203) 251-5000
July 1, 1999
Board of Directors
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have served as counsel for ATMI, Inc., a Delaware corporation (the
"Company"), in connection with the proposed sale by certain stockholders of a
maximum of 3,811,405 shares of Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission (the "Registration Statement").
As counsel to the Company, we have examined the Registration Statement,
including the Prospectus contained therein, and such other documents as we have
deemed necessary or appropriate in order to express the opinion set forth below.
In connection with our opinion hereinafter given, we have examined and relied
upon originals, or copies, certified or otherwise, identified to our
satisfaction, of such agreements, documents, certificates and other statements
of government officials, corporate officers and representatives and other
documents as we have deemed relevant and necessary as a basis for such opinion.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and legally issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ SHIPMAN & GOODWIN LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of ATMI, Inc. for the
registration of 3,811,405 shares of its common stock and to the incorporation by
reference therein of our report dated February 8, 1999 with respect to the
consolidated financial statements and schedule of ATMI included in the Annual
Report on Form 10-K and our report dated June 29, 1999, with respect to the
supplemental consolidated financial statements and schedule of ATMI included in
its Current Report dated May 31, 1999 (Form 8-K/A) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
June 29, 1999
<PAGE>
Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of ATMI, Inc. of our report dated May 17, 1997, except for
the last paragraph of Note 3 which is as of July 29, 1997 and the last paragraph
of Note 6 which is as of December 18, 1997, pertaining to the combined financial
statements of Lawrence Semiconductor Laboratories, Inc. and Affiliate as of and
for the year ended December 31, 1996 appearing in ATMI, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1998. It should be noted, however,
that such financial statements are not included separately in ATMI, Inc.'s Form
10-K. We also consent to the application of our report to the Financial
Statement Schedule for the year ended December 31, 1996 appearing in the Form
10-K when such schedule is read in conjunction with the financial statements
referred to in our report. The audit referred to in our report also included
this schedule.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 29, 1999
<PAGE>
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ATMI, Inc. on Form S-3 of our report dated May 1, 1998 relating to NOW
Technologies, Inc. and Subsidiaries appearing in ATMI, Inc.'s Current Report on
Form 8-K/A dated May 31, 1999 and in the Annual Report on Form 10-K of ATMI,
Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
June 29, 1999
