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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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/A
CURRENT REPORT
TABLE OF CONTENTS
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Page
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Item 5. Other Events............................................................... 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits......... 3
Signature............................................................................... 5
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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.
3
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(c) Exhibits
Exhibit No. Description
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23.1 Consent of Ernst & Young LLP. (1)
23.2 Consent of Deloitte & Touche LLP. (1)
23.3 Consent of Arthur Andersen LLP. (1)
23.4 Consent of Rath, Anders, Dr. Wanner and Partner. (1)
23.5 Consent of Arthur Andersen LLP. (1)
27.1 Restated financial data schedule. (1)
27.2 Restated financial data schedule. (1)
99.1 Press Release issued by ATMI dated July 10, 2000. (2)
99.2 Supplemental Selected Financial Data and Management's
Discussion and Analysis of Financial Condition and
Results of Operations of ATMI, Inc. (as restated to
reflect the acquisition of ESCA on July 7, 2000). (1)
99.3 Supplemental Consolidated Financial Statements of ATMI,
Inc. for the years ended December 31, 1999, 1998, and
1997 and the six months ended June 30, 2000 and 1999
(as restated to reflect the acquisition of ESCA on July
7, 2000). (1)
______________________________
(1) Filed herewith.
(2) Previously filed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 19, 2000 ATMI, Inc.
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By: /s/ Daniel P. Sharkey
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Daniel P. Sharkey
Vice President, Chief Financial Officer
and Treasurer (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Ernst & Young LLP. (1)
23.2 Consent of Deloitte & Touche LLP. (1)
23.3 Consent of Arthur Andersen LLP. (1)
23.4 Consent of Rath, Anders, Dr. Wanner and Partner. (1)
23.5 Consent of Arthur Andersen LLP. (1)
27.1 Restated financial data schedule. (1)
27.2 Restated financial data schedule. (1)
99.1 Press Release issued by ATMI dated July 10, 2000. (2)
99.2 Supplemental Selected Financial Data and Management's
Discussion and Analysis of Financial Condition and Results
of Operations of ATMI, Inc. (as restated to reflect the
acquisition of ESCA on July 7, 2000). (1)
99.3 Supplemental Consolidated Financial Statements of ATMI, Inc.
for the years ended December 31, 1999, 1998, and 1997 and
the six months ended June 30, 2000 and 1999 (as restated to
reflect the acquisition of ESCA on July 7, 2000). (1)
______________________________
(1) Filed herewith.
(2) Previously filed.
