<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on January 8, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ENTEGRIS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1941551
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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3500 Lyman Boulevard
Chaska, Minnesota 55318
(Address, including zip code, of registrant's principal executive offices)
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Entegris, Inc. Employee Stock Ownership Plan and Trust
Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
Entegris, Inc. Outside Directors' Stock Option Plan
Entegris, Inc. Employee Stock Purchase Plan
(Full title of the plans)
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Stan Geyer
Chief Executive Officer
Entegris, Inc.
3500 Lyman Boulevard
Chaska, Minnesota 55318
(952) 556-3131
(Name, address and telephone number, including
area code, of agent for service of process)
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Copy to:
Dunkley, Bennett, Christensen & Madigan, P.A.
701 Fourth Avenue South, Suite 700
Minneapolis, Minnesota 55415
(612) 339-1290
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share (1) price (1) registration fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(See Notes to
Common stock, 20,287,194 Calculation of
$.01 par value shares Registration Fee) $133,576,646 $33,394.16
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon (a) the weighted average exercise
price for Common Shares subject to outstanding options granted by
Entegris, Inc. (the "Company") under (i) the Entegris, Inc. 1999 Long-Term
Incentive and Stock Option Plan, and (ii) the Entegris, Inc. Outside
Directors' Stock Option Plan or (b) the average of the high and low prices
of Registrant's Common Shares on January 5, 2001 as reported on The Nasdaq
Stock Market, for common shares outstanding or reserved for issuance
pursuant to (i) the Entegris, Inc. Employee Stock Ownership Plan and
Trust, (ii) the Entegris, Inc. 1999 Long-Term Incentive and Stock Option
Plan, (iii) the Entegris, Inc. Outside Directors' Stock Option Plan, and
(iv) the Entegris, Inc. Employee Stock Purchase Plan (pursuant to Rule
457(c) under the Securities Act.)
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NOTES TO CALCULATION OF REGISTRATION FEE
The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
Offering Price per
Common Share
Number of (Weighted Average Aggregate
Type of Shares Common Shares Exercise Price) Offering Price
------------------------------------------------------------- ------------- ------------------- --------------
<S> <C> <C> <C>
Common shares outstanding under the Entegris, Inc. Employee
Stock Ownership Plan 3,800,000 $8.03125 $30,518,750
Common shares issuable pursuant to outstanding options
under the Entegris, Inc. 1999 Long-Term Incentive and Stock
Option Plan 7,849,803 $4.36 34,225,141
Common shares reserved for future issuance pursuant to the
Entegris, Inc. 1999 Long-Term Incentive and Stock Option
Plan 3,646,655 $8.03125 29,287,198
Common shares issuable pursuant to outstanding options
under the Entegris, Inc. Outside Directors' Stock Option
Plan 155,842 $4.59 715,315
Common shares reserved for future issuance pursuant to the
Entegris, Inc. Outside Directors' Stock Option Plan 834,894 $8.03125 6,705,242
Common shares reserved for future issuance pursuant to the
Entegris, Inc. Employee Stock Purchase Plan 4,000,000 $8.03125 32,125,000
------------
Proposed Maximum Offering Price $133,576,646
Registration Fee $33,394.16
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Entegris, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The final prospectus filed under Rule 424(b) of the Securities Act
contained in the Company's Registration Statement on Form S-1 (File No.
333-33668), filed July 11, 2000 under the Securities Act, including any
amendments or reports filed for the purpose of updating such prospectus;
and
(b) The description of the Company's Common Shares contained in the Company's
Registration Statement on Form 8-A, filed June 30, 2000, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendments or reports filed for the purpose of updating such
description.
(c) Annual Report on Form 10-K for the year ended August 26, 2000.
(d) Report on Form 8-K dated January 8, 2001.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this registration
statement from the date of the filing of such reports and documents.
Item 5. Interests of Names Experts and Counsel.
Certain members of the firm of Dunkley, Bennett, Christensen & Madigan, P.A.,
the Company's legal counsel, which is delivering an opinion in connection with
this Registration Statement (see Exhibit 5.1) are holders of options to purchase
231,014 shares of the Company's common stock under the Entegris, Inc. 1999
Long-Term Incentive and Stock Option Plan at a weighted average exercise price
of $3.94.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Minnesota law and our articles of incorporation and bylaws provide that we will,
subject to limitations, indemnify any person made or threatened to be made a
party to a proceeding by reason of that person's former or present official
capacity with us. We will indemnify this person against judgments, penalties,
fines, settlements and expenses, and, subject to limitations, we will pay or
reimburse reasonable expenses before the final disposition of the proceeding.
As permitted by Minnesota law, our articles of incorporation provide that our
directors will not be personally liable to us or our shareholders for monetary
damages for a breach of fiduciary duty as a director, subject to the following
exceptions:
. any breach of the director's duty of loyalty to us or our
shareholders;
. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
. liability for illegal distributions under section 302A.559 of the
Minnesota Business Corporation Act or for civil liabilities for state
securities law violations under section 80A.23 of the Minnesota
statutes; and
. any transaction from which the director derived an improper personal
benefit.
Presently, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. We are not aware of any threatened litigation or proceeding that
might result in a claim for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
Entegris pursuant to the foregoing provisions, we have been informed that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and therefore is unenforceable.
Item 8. Exhibits.
Exhibit
Number Description
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4* Articles of Incorporation of Entegris, Inc.
5.1 Opinion of Dunkley, Bennett, Christensen & Madigan, P.A.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the Entegris, Inc. Employee
Stock Ownership Plan
23.1 Consent of KPMG LLP.
23.2 Consent of Dunkley, Bennett, Christensen & Madigan, P.A.
(contained in Exhibit 5 to this Registration Statement).
99.1* Entegris, Inc. Employee Stock Ownership Plan and Trust
99.2* Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
99.3* Entegris, Inc. Outside Directors' Stock Option Plan
99.4* Entegris, Inc. Employee Stock Purchase Plan
*Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (No. 333-33668), declared effective by
the Commission on July 10, 2001.
<PAGE>
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference 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 such 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.
(b) 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
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to 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 other 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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Chaska, State of Minnesota, on January 8, 2001.
ENTEGRIS, INC.
By /s/ Stan Geyer
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Stan Geyer
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stan Geyer, James E. Dauwalter and John D. Villas or
any of them (with full power to act alone), as his or her true and lawful
attorneys-in-fact and agents, with full powers 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 or all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents 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 their 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 indicated on January 8, 2001.
Signatures Title Date
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/s/ Daniel R. Quernemoen Chairman of the Board
--------------------------- of Directors
Daniel R. Quernemoen
/s/ James A. Bernards Director
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James A. Bernards
/s/ Robert J. Boehlke Director
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Robert J. Boehlke
/s/ Mark A. Bongard Director
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Mark A. Bongard
/s/ James E. Dauwalter Director
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James E. Dauwalter
/s/ Stan Geyer Chief Executive Officer
--------------------------- and Director
Stan Geyer
/s/ Delmer M. Jensen Director
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Delmer M. Jensen
/s/ Gary F. Klingl Director
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Gary F. Klingl
/s/ Roger D. McDaniel Director
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Roger D. McDaniel
/s/ John D. Villas Executive Vice President and
--------------------------- Chief Financial Officer
John D. Villas (Chief Financial & Accounting
Officer)
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EXHIBIT INDEX TO FORM S-8
Entegris, Inc.
Exhibit
Number Description
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4* Articles of Incorporation of Entegris, Inc.
5.1 Opinion of Dunkley, Bennett, Christensen & Madigan, P.A.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the Entegris, Inc. Employee
Stock Ownership Plan
23.1 Consent of KPMG LLP
23.2 Consent of Dunkley, Bennett, Christensen & Madigan, P.A.
(contained in Exhibit 5 to this Registration Statement).
99.1* Entegris, Inc. Employee Stock Ownership Plan and Trust
99.2* Entegris, Inc. 1999 Long-Term Incentive and Stock Option
Plan
99.3* Entegris, Inc. Outside Directors' Stock Option Plan
99.4* Entegris, Inc. Employee Stock Purchase Plan
*Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (No. 333-33668), declared effective by
the Commission on July 10, 2001.
