SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATMI, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1481060
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
7 Commerce Drive
Danbury, Connecticut 06810
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General Instruction become effective simultan-
A(c)(1), please check the following box. [ ] eously with the effectiveness
of a concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2), please
check the following box. [ ]:
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered class is to be registered
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Series A Junior Participating
Preferred Stock Purchase Rights Nasdaq National Market
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
On October 13, 2000, the Board of Directors of ATMI, Inc. (the
"Corporation") approved the adoption of a Stockholder Rights Plan and declared a
dividend distribution of one Right for each outstanding share of the
Corporation's Common Stock to stockholders of record on the close of business on
November 9, 2000. Each Right is nominally exercisable, upon the occurrence of
certain events, for one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
at a purchase price of $175.00 per unit, subject to adjustment. The Rights will
expire on October 12, 2010 (the "Expiration Date"). The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Corporation and Fleet National Bank, as Rights Agent. All capitalized terms
used herein and not otherwise defined shall have the definitions assigned to
such terms in the Rights Agreement.
CERTIFICATES. Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and a distribution date (the "Distribution Date") will occur upon the earlier of
(i) the first date of public disclosure by the Corporation that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (20% or more of the outstanding shares of
Common Stock in the case of institutional investors who acquire such stock
solely as a result of regular trading activity) or (ii) ten business days (or
such later date as may be determined by the ATMI Board of Directors) following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 15% or more of the outstanding shares of
Common Stock (the "Triggering Events"). Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates; (ii) new Common
Stock certificates issued will contain a notation incorporating the Rights
Agreement by reference; and (iii) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
EXPIRATION AND EXERCISE. The Rights are not exercisable until the
Distribution Date and will expire at the earliest of the Expiration Date, the
Exchange Date or the date set by resolution of the Board of Directors of the
Corporation for the redemption of the Rights.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights. Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
TRANSACTIONS IN WHICH CORPORATION IS SURVIVING ENTITY ("FLIP IN"). If a
Person becomes an Acquiring Person, each holder of a Right, other than an
Acquiring Person or an Associate or Affiliate of an Acquiring Person, will have
the right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Corporation) having a value equal to
two times the exercise price of the Right. For example, at an exercise price of
$175.00 per Right, each Right not owned by an Acquiring Person (or by certain
related parties) following a Triggering Event would entitle its holder to
purchase $350.00 worth of Common Stock (or other consideration, as noted above)
for $175.00. Assuming that Common Stock had a per share value of $50.00 at such
time, the holder of each valid Right would be entitled to purchase seven (7)
shares of Common Stock for $175.00. Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by an
Acquiring Person or an Associate or Affiliate of an Acquiring Person will be
null and void.
If a tender offer to purchase 15% or more of the outstanding Common Stock
is announced, then 10 business days later (unless the Board of Directors takes
action to delay exercisability of the Rights or unless an Acquiring Person
becomes such), each Right will become exercisable for Preferred Stock.
TRANSACTIONS IN WHICH CORPORATION IS NOT SURVIVING ENTITY ("FLIP-OVER"). If
at any time following the first date of public disclosure by the Corporation or
otherwise that a Person has become an Acquiring Person, the Corporation is
acquired in a merger or other business combination transaction or 50% or more of
the Corporation's assets or earning power is sold or transferred, each holder of
a Right (except Rights which previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring or surviving company having a value equal to two times the exercise
price of the Right.
EXCHANGE FEATURE. At any time after any Person becomes an Acquiring Person
and prior to the acquisition by such Person or group of 50% or more of the
outstanding Common Stock, the Board of Directors may exchange the Rights (other
than Rights owned by such Person or group which will have become void), in whole
or in part, at an exchange rate of one share of Common Stock (or a combination
of cash, property, Common Stock or other securities having an equal value) per
Right (subject to adjustment).
ADJUSTMENT FOR DILUTION. The Purchase Price payable and the number of
shares of Common Stock or Preferred Stock issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution. Adjustments
will be made to reflect dividends (other than regular periodic cash dividends),
distributions, subdivisions, combinations, reclassification or the granting of
certain rights or warrants with respect to the Common Stock or the Preferred
Stock, as appropriate.
REDEMPTION. At any time prior to the earlier of the day of public
disclosure that an Acquiring Person has become such and the Expiration Date
(subject to extension by the Board of Directors), the Board of Directors of the
Corporation may redeem the Rights in whole, but not in part, at a price of $.01
per Right. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 per Right redemption price. Rights
are not exercisable while subject to redemption.
STOCKHOLDER RIGHTS. Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Corporation, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Corporation, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common Stock
(or other consideration) of the Corporation or for common stock of the acquiring
company as set forth above.
AMENDMENTS. Any of the provisions of the Rights Agreement may be amended by
a majority of the Corporation's Board of Directors prior to the first date of
public disclosure by the Company that a Person has become an Acquiring Person.
From and after such date, the provisions of the Rights Agreement may be amended
by the Board to cure any ambiguity, to correct or supplement any provision
contained in the Rights Agreement which may be defective or inconsistent with
any other provision in the Rights Agreement or to change or supplement the
provisions of the Rights Agreement in any manner which the Company may deem
necessary or desirable and which does not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person).
Item 2. Exhibits.
1. Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and
Fleet National Bank, as Rights Agent, which includes as Exhibit A thereto a form
of Certificate of Designation for the Preferred Stock, as Exhibit B thereto the
Form of Rights Certificates and as Exhibit C thereto a Summary of Rights to
Purchase Preferred Stock.
2. Press Release by ATMI, Inc., dated as of October 16, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ATMI, INC.
By: ________________________
Daniel P. Sharkey
Chief Financial Officer,
Vice President, and Treasurer
Date: November 10, 2000
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EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and
Fleet National Bank, as Rights Agent, which includes as Exhibit A thereto a form
of Certificate of Designation for the Preferred Stock, as Exhibit B thereto the
Form of Rights Certificates and as Exhibit C thereto a Summary of Rights to
Purchase Preferred Stock.
2. Press Release by ATMI, Inc., dated as of October 16, 2000.
