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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 2000
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ATMI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-30130 06-1481060
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
7 Commerce Drive
Danbury, Connecticut 06810
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 794-1100
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ATMI, INC.
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 5. Other Events ........................................................3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ..3
Signature .....................................................................4
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Item 5. Other Events.
On July 7, 2000, pursuant to an Agreement and Plan of Merger dated as of
July 7, 2000 (the "Merger Agreement") by and among ATMI, Inc. ("ATMI"), Spinal
Acquisition Corporation ("Spinal") and Tap Acquisition Corporation ("Tap"), both
wholly-owned Delaware subsidiaries of ATMI, ESCA, Inc., a New Mexico corporation
("ESCA"), ESCA Ireland, Inc., a New Mexico corporation ("ESCA Ireland"), and the
Controlling Shareholders of ESCA and ESCA Ireland as defined in the Merger
Agreement, Spinal merged with and into ESCA, with ESCA being the surviving
corporation, and Tap merged with and into ESCA Ireland, with ESCA Ireland being
the surviving corporation. As a result of the mergers, ESCA and ESCA Ireland
became wholly-owned subsidiaries of ATMI.
Pursuant to the Merger Agreement, all of the outstanding shares of common
stock of ESCA and ESCA Ireland were conveyed to ATMI, and ATMI issued 369,505
shares of ATMI common stock to the Controlling Shareholders.
The mergers are intended to be tax-free transactions under the Internal
Revenue Code of 1986, as amended (the "Code"), and will be accounted for as a
pooling of interests. ESCA and its affiliated companies are considered among the
market leaders in environmentally safe cleaning services for the global
microelectronics industry. Privately owned, ESCA and its subsidiaries have sites
in Albuquerque, New Mexico; Dallas, Texas; Phoenix, Arizona; and Portland,
Oregon, and ESCA Ireland conducts operations in Ireland. ATMI intends to
continue the business currently performed by ESCA and ESCA Ireland as wholly-
owned subsidiaries of ATMI.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired. Filing financial
statements with this report is not required since the transactions described in
this report do not comprise a significant acquisition of assets by ATMI.
(b) Pro forma financial information. Filing pro forma financial
information with this report is not required since the transactions described in
this report do not comprise a significant acquisition of assets by ATMI.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued by ATMI dated July 10, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, ATMI,
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 21, 2000
ATMI, INC.
By:
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Daniel P. Sharkey
Vice President, Chief Financial Officer
and Treasurer (Chief Accounting Officer)
