<PAGE>
As filed with the Securities and Exchange Commission on September 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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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)
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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)
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Copy to:
Donna L. Brooks, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, Connecticut 06103
(860) 251-5000
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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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Each Class of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01.................. 369,505 $24.14 $8,919,850.70 $2,354.84
</TABLE>
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(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
September 18, 2000.
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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.
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<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2000
PROSPECTUS
369,505 Shares
ATMI, INC.
Common Stock
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The stockholders of ATMI listed on page 11 of this prospectus are offering
and selling a total of 369,505 shares of ATMI common stock under this
prospectus. The selling stockholders will receive all of the net proceeds from
the sale of the shares. The selling 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 , 2000, the closing sale price of our common stock was $ per
share.
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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 .
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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......................................................... 10
Selling Stockholders.................................................... 11
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 10-K/A for the year ended December 31, 1999 (File
No. 0-30130);
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
(3) Current Report on Form 8-K/A dated July 7, 2000; 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.
3
<PAGE>
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 materials, equipment and related services used
worldwide in the manufacture of semiconductor devices. We specifically target
the "front-end" semiconductor materials market. This market includes the
processes used to convert a bare silicon wafer into a fully functional wafer
that contains many copies of a semiconductor device or "chip." To complete the
manufacturing process, this functional wafer is taken through a "back-end"
manufacturing process that includes wafer dicing into chips, packaging and
testing. Our customers include most of the leading semiconductor manufacturers
in the world, including Intel, Taiwan Semiconductor, Hyundai, Texas Instruments
and IBM.
We have further refined our market focus to target only specialty materials
used in front-end semiconductor manufacturing. These specialty materials are
used in eight key process steps that are used repetitively to add functionality
to a silicon wafer. In recent years, the semiconductor industry has grown
worldwide, and front-end manufacturing processes have become increasingly
complex, resulting in rapidly changing requirements for semiconductor
materials. We have capitalized on the growth of the semiconductor industry in
general, and front- end processing in particular, through:
. a comprehensive research and development program that has provided a
stream of proprietary and patented products for this market;
. a strategy of delivering a complete materials solution to our customers
including materials, packaging, delivery systems, sensing and abatement;
and
. an aggressive mergers and acquisitions effort that has allowed us to more
rapidly move towards one-stop purchasing for our customers.
We have organized our operations along two business segments: Materials and
Technologies. Materials provides:
. a broad range of ultrahigh-purity semiconductor materials; and
. semiconductor materials packaging and delivery systems;
Technologies provides:
. sensors for the workplace and environment that detect materials as they
move through the workplace;
. point-of-use environmental equipment that abates materials;
. specialty thin film deposition services that provide coated wafers
directly to our customers; and
. cleaning and refurbishment of parts used in the manufacture of
semiconductors.
We also conduct our venture activities and our government funded research
and development activities through Technologies.
Our business has evolved to consist of an equal mix of consumables and
services that track wafer starts, or the number of silicon wafers processed
into fully functional semiconductor devices, and equipment purchases, which
generally track the expansion of industry capacity. Consequently, we believe
that our overall business is less volatile than that of a typical semiconductor
capital equipment supplier.
4
<PAGE>
Over the last five years, we have achieved a leadership position by
providing a more complete line of products than our competitors through
innovation and acquisitions. We plan to continue our growth through product
line expansion in each of our existing market segments and to leverage our core
technology to create new high growth businesses.
Our principal executive offices are located at 7 Commerce Drive, Danbury,
Connecticut 06810, and our telephone number is (203) 794-1100. Our Internet
address is www.atmi.com. The information contained on our website is not
incorporated by reference in this prospectus. Unless the context otherwise
requires, references in this prospectus to "ATMI", "we", "us" and "our" refer
to ATMI, Inc. and our subsidiaries.
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. Any of the following risks could adversely
affect our business, operating results and financial condition. 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 operating results are materially dependent upon economic and business
conditions in the semiconductor industry, and we are 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. The
semiconductor industry experienced a significant downturn in 1998, which
resulted in a reduction in our revenues and earnings. Any future industry
downturn will likely have a similar impact. Although the semiconductor industry
is recovering from the 1998 downturn, we cannot assure you that:
. conditions in the semiconductor industry will continue to improve;
. the semiconductor industry will not experience other, possibly more
severe and prolonged, downturns in the future; or
. the current recovery will continue to result in increased demand for
semiconductor materials, capital equipment and wafer processing services
by the semiconductor industry.
The end of the current recovery or any future downturn in the semiconductor
industry will have a material adverse effect on our business, operating results
and financial condition.
5
<PAGE>
Our quarterly operating results may fluctuate, and our stock price may be
volatile as a result.
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;
. seasonality of sales; and
. the effect of 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.
We may have difficulty managing our growth and attracting and retaining highly
skilled scientific, technical, managerial and marketing personnel, which could
adversely affect our revenues and increase our operating expenses.
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 business, operating results and financial condition could be negatively
impacted if we are unable to integrate businesses we acquire.
During the past three years, we have acquired several companies, including
Advanced Delivery and Chemical Systems Group ("ADCS"), Lawrence Semiconductor
Laboratories, Inc., NOW Technologies, Inc., Delatech Incorporated, Advanced
Chemical Systems International, Inc., TeloSense Corporation, NewForm, N.V.
("NewForm"), MST Analytics, Inc. ("MST") and Environmentally Safe Cleaning
Alternatives, Inc. ("ESCA"). If opportunities exist, we intend to acquire
other businesses that we believe fit our business strategy. We may not achieve
the anticipated benefits from any acquisition, including the acquisitions
listed above, 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 our 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.
6
<PAGE>
Our revenues and earnings could be negatively affected if we cannot anticipate
market trends, enhance our existing products and processes and develop and
commercialize new products and processes.
We believe that our future success will depend, in part, upon our ability to
anticipate rapidly changing technologies and market trends, to enhance our
existing products and processes and to develop and commercialize new products
and processes. The semiconductor industry markets we serve undergo frequent
technological changes which in turn create demand for new and improved products
and process technologies. 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 are subject to operational, financial, political and exchange rate risks due
to our significant level of international operations and sales.
For the years ended December 31, 1997, 1998 and 1999, revenues outside the
United States accounted for 29.8%, 32.9% and 38.9%, respectively, of our
revenues for those 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; and
. potentially adverse tax consequences.
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,
the recent acquisitions of NewForm, MST and ESCA have increased the amount of
our operations conducted in Europe with European currency. Also, expenses and
revenues of a portion of certain of our businesses are denominated in South
Korean, Taiwanese, German, Belgian or Irish currency and are exposed to risks
customarily associated with currency fluctuations. Any significant volatility
in South Korean, Taiwanese, German, Belgian or Irish currency, as it relates to
invested capital in our respective businesses in those countries, 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, primarily South Korea and Taiwan. Volatile economic conditions in the
region or in those countries, or instability in the currency of those countries
or in those countries' capital markets, may negatively impact our revenues and
earnings.
7
<PAGE>
Our revenues would suffer if our major customers reduce their purchases of our
products or services.
In 1999, sales to our top five customers totaled approximately 14.6% of our
revenues. 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 purchases of
our products or services or secure alternative sources for products or
services. Based on the current trend toward consolidation in the semiconductor
industry, we expect that our customer base will continue to become more
concentrated with a limited number of customers accounting for a more
significant portion of our revenues.
We may have difficulty responding to rapidly changing semiconductor technology,
materials and processes and face competition from existing 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, 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 intense competition from a variety of sources, including larger
companies.
The markets for semiconductor thin film materials, packaging and delivery
systems, sensors, environmental equipment and thin film 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;
. customer service; and
. the ability to provide full market-basket solutions to customers that are
increasingly seeking to streamline their vendor relationships.
We may incur various tax liabilities in connection with our acquisition of ADCS
that exceed our security for these liabilities and which may negatively affect
our earnings, cash flow and cash position.
The former securityholders of ADCS have agreed to indemnify us for possible
tax liabilities of ADCS. As security for these potential liabilities, the
former securityholders of ADCS delivered into escrow a portion of the shares of
common stock they received in connection with our acquisition of ADCS. We and
the former securityholders of ADCS have divergent views on any potential
exposures related to the various tax matters for which there will be
indemnification. The former securityholders of ADCS believe that any exposure
would be
8
<PAGE>
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. We
have been notified by the Internal Revenue Service of an assessment of $2.1
million for certain of these tax matters. Although we believe that this
assessment is without merit and we intend to vigorously defend our position on
these tax matters, we cannot predict whether we will be successful in defending
against the assessment or the amount of any final assessment against us. We
have agreed that minimum amounts must be reached before we have a right to
recover our losses. The current value of the shares held in escrow provides
indemnity towards the upper range of the potential exposures. 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. In any event, if we incur actual tax
liabilities, they will negatively affect our earnings, cash flow and cash
position.
Any prolonged disruption in manufacturing our products could negatively impact
our business.
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, packaging and delivery systems,
substrates and coated wafers. We have also established a facility to fabricate,
test and assemble semiconductor thin films, devices and circuits. In addition,
we subcontract for the manufacture of a significant portion of our gas delivery
systems. Any prolonged disruption in manufacturing our products, whether due to
technical or labor difficulties, delay or inability to obtain sufficient
quantities of production input or equipment, destruction or damage to any
facility, termination of our relationship with subcontractors or other reasons,
could negatively impact our ability to deliver products to customers. 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.
Our business could be adversely affected if we cannot protect our proprietary
technology or if we infringe on the proprietary technology of others.
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 face the risk of 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.
9
<PAGE>
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 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.
Provisions of our charter documents and Delaware law could discourage potential
acquisition proposals and could delay, deter or prevent a change in control.
Provisions of our certificate of incorporation and bylaws could make it more
difficult for a third party to acquire, or could discourage a third party from
attempting to acquire, a majority of our outstanding voting stock. These
provisions provide for:
. a classified board of directors;
. a prohibition on stockholder action through written consents;
. a requirement that special meetings of stockholders be called only by the
chairman of the board or the board of directors;
. advance notice requirements for stockholder proposals and nominations;
. limitations on the ability of stockholders to make changes in the board
of directors; and
. the authority of the board to issue, without stockholder approval,
preferred stock with such terms as the board may determine.
We will also be afforded the protections of Section 203 of the Delaware
General Corporation Law, which could have similar effects.
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.
10
<PAGE>
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
the selling stockholders. The shares being offered by selling stockholders were
acquired from us in connection with our acquisition of ESCA in July 2000.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Owned Shares Beneficially Owned
Selling Stockholders Prior to the Offering Being Offered After the Offering
-------------------- --------------------- ------------- ------------------
<S> <C> <C> <C>
Thomas Barr............. 258,654 258,654 0
Christopher Barr........ 110,851 110,851 0
Total................. 369,505 369,505
</TABLE>
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. The selling stockholders 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 and related schedule of
ATMI, Inc. appearing in the Company's Current Report on Form 8-K/A dated July
7, 2000 and incorporated by reference in this Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference herein which, as to 1999, is based in
part on the report of Arthur Andersen LLP, independent auditors, and which, as
to 1998, is based in part on the reports of Arthur Andersen LLP and the reports
of Rath, Anders, Dr. Wanner & Partner, and which, as to 1997, is based in part
on the report of Deloitte & Touche LLP, independent auditors. Such supplemental
consolidated financial statements and related schedule are incorporated by
reference herein in reliance upon such reports given on the authority of such
firms as experts in accounting and auditing.
The consolidated financial statements and related schedule of ATMI, Inc. at
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 appearing in the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1999 and incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated herein by reference
which, as to 1998, is based in part on the report of Arthur Andersen LLP and
the reports of Roth, Anders, Dr. Wanner and Partner, independent auditors, and
which, as to 1997, is based in part on the report of Deloitte & Touche LLP,
independent auditors. Such consolidated financial statements and related
schedule are incorporated by reference herein in reliance upon such reports
given on the authority of such firms as experts in accounting and auditing.
11
<PAGE>
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. 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............................................. $ 2,355
Legal fees and expenses.......................................... 5,000
Accounting fees and expenses..................................... 5,000
Miscellaneous.................................................... 5,000
-------
Total expenses................................................. $17,355
</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
------- -----------
<C> <S>
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 Amendment No. 2 to ATMI's Registration Statement on Form S-
4, filed July 1, 1998, 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 Deloitte & Touche LLP. (2)
23.4 Consent of Arthur Andersen LLP. (2)
23.5 Consent of Rath, Anders, Dr. Wanner & Partner. (2)
23.6 Consent of Arthur Andersen 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
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
II-2
<PAGE>
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 the 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 September 19,
2000.
ATMI, INC.
/s/ Eugene G. Banucci
By: _________________________________
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, or 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, September 19,
_________________________________ Chairman of the Board and Director 2000
Eugene G. Banucci (principal executive officer)
/s/ Daniel P. Sharkey Vice President, Treasurer and Chief September 19,
_________________________________ Financial Officer (principal 2000
Daniel P. Sharkey financial and accounting officer)
/s/ Mark A. Adley Director September 19,
_________________________________ 2000
Mark A. Adley
/s/ Robert S. Hillas Director September 19,
_________________________________ 2000
Robert S. Hillas
/s/ Stephen H. Mahle Director September 19,
_________________________________ 2000
Stephen H. Mahle
/s/ C. Douglas Marsh Director September 19,
_________________________________ 2000
C. Douglas Marsh
/s/ Michael J. Yomazzo Director September 19,
_________________________________ 2000
Michael J. Yomazzo
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4.1(a) Certificate of Incorporation of Registrant (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 Amendment No. 2 to ATMI's Registration Statement on
Form S-4, filed July 1, 1998, 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 Deloitte & Touche LLP. (2)
23.4 Consent of Arthur Andersen LLP. (2)
23.5 Consent of Rath, Anders, Dr. Wanner & Partner. (2)
23.6 Consent of Arthur Andersen LLP. (2)
24.1 Power of Attorney, included in signature page of this Registration
Statement. (2)
</TABLE>
--------
(1) Incorporated by reference.
(2) Filed herewith.
