SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 7, 1997
Advanced Technology Materials, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22756 06-1236302
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
7 Commerce Drive, Danbury, CT 06810
(Address of principal executive offices) (Zip Code)
203-794-1100
(Registrant's telephone number, including area code)
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ADVANCED TECHNOLOGY MATERIALS, INC.
Report on Form 8-K
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other events 3
Signatures 4
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Item 5. Other events.
On April 7, 1997, the registrant, Advanced Technology Materials, Inc.
("ATMI"), executed a Merger and Exchange Agreement (the "Agreement") to acquire
all of the issued and outstanding equity interests in Advanced Delivery &
Chemical Systems Nevada, Inc. and its related entities ("ADCS"). ADCS is engaged
in the manufacture and sale of ultra-high purity semiconductor thin film
materials and associated delivery systems. The Agreement is subject to approval
by ATMI's stockholders and the satisfaction of other customary conditions.
Pursuant to the Agreement, holders of interests in ADCS will receive
between 5,468,750 and 6,250,000 shares of common stock of a newly created
holding company in exchange for their interests. The actual number of shares to
be issued to the holders of equity interests in ADCS depends upon the average
closing price of ATMI's common stock during a 20 day trading period ending five
days prior to stockholder approval of the Agreement. Additionally, as part of
the transaction, ATMI will become a subsidiary of the holding company. The
acquisition is intended to be accounted as a pooling of interests transaction.
ATMI intends to continue the business currently performed by ADCS by combining
it with the semiconductor thin film and delivery system product lines of the
NovaMOS division of ATMI, under the name ADCS.
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SIGNATURES
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.
_Advanced Technology Materials, Inc.
April 18, 1997
By _______/S/ Daniel P. Sharkey_________
Daniel P. Sharkey, Vice President, Chief Financial
Officer and Treasurer
