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): March 26, 1999
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MEMC ELECTRONIC MATERIALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13828 56-1505767
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
501 Pearl Drive, St. Peters, Missouri 63376
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 279-5000
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(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
MEMC TO RELEASE FIRST QUARTER 1999 RESULTS ON OR BEFORE APRIL 12, 1999
Rights Offering Expiration Date Extended
MEMC Electronic Materials, Inc. issued a news release on March 26, 1999
announcing its intention to pre-announce information regarding first quarter
1999 revenues and net earnings on or before the close of business on April 12,
1999. The Company also announced that it has extended the expiration of its
on-going rights offering from April 8 and April 13, 1999, respectively, for
foreign and domestic rights holders, to 5:00 p.m. eastern daylight time on April
13 and April 16, 1999, respectively. This news release is incorporated herein by
reference to Exhibit 99.1 attached hereto.
Item 7. Financial Statements and Exhibits
C. Exhibits
Exhibit No. Description
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99.1 News release issued by MEMC Electronic Materials, Inc.
dated March 26, 1999
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 hereunto duly authorized.
MEMC Electronic Materials, Inc.
Date: March 26, 1999 /s/ James M. Stolze
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James M. Stolze
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K:
Exhibit No. Description
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99.1 News release issued by MEMC Electronic Materials,
Inc. dated March 26, 1999
CONTACT: Janine Orf
Director, Investor Relations
(314) 279-5443
Michele Katz/Connie Bienfait
Morgen-Walke Associates,
Press: Frank Domondom/
Tammy Rose
(212) 850-5600
MEMC TO RELEASE FIRST QUARTER 1999 RESULTS ON OR BEFORE APRIL 12, 1999
Rights Offering Expiration Date Extended
St. Peters, MO, March 26, 1999 - As previously announced, MEMC Electronic
Materials, Inc. (NYSE: WFR) completed its $106 million private placement with
VEBA Zweite Verwaltungsgesellschaft mbH (VEBA Zweite), a member of the Company's
majority stockholder group, on March 22, 1999 and commenced the $94 million
rights offering to the Company's stockholders other than VEBA Corporation and
VEBA Zweite. VEBA Zweite has agreed to purchase all shares not subscribed for by
other stockholders in the rights offering, subject to certain customary
conditions.
MEMC plans to report final first quarter results on Monday, April 26, 1999 after
the market closes, with a conference call to follow on Tuesday, April 27, 1999
at 9:00 a.m. eastern daylight time.
Because of the ongoing rights offering, on or before the close of business on
April 12, 1999 MEMC will pre-announce information then available to the Company
regarding first quarter 1999 revenues and net earnings. Due to the expected
timing of this pre-announcement, the Company has extended the expiration date of
the rights from April 8 and April 13, 1999, respectively, for foreign and
domestic rights holders to 5:00 p.m. eastern daylight time on April 13 and April
16, 1999, respectively. The other terms of the rights offering have not changed.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or other jurisdiction. In any state or other jurisdiction where
securities, blue sky laws or other laws require the rights offering to be made
by a licensed broker or dealer, the rights offering will be deemed to be made on
behalf of the Company by the dealer managers or one or more registered brokers
or dealers licensed under the laws of such jurisdiction. The rights offering is
being made only by means of a prospectus. A copy of the prospectus may be
obtained from the information agent for the rights offering, Morrow & Co., Inc.
Banks and brokerage firms should call 800-662-5200 and others should call
800-566-9061.
MEMC is a leading producer of silicon wafers in the world. The silicon wafer is
the fundamental building block of semiconductors, which, in turn, are found in
virtually all electronics applications, including computers, telecommunications
equipment, automobiles, consumer electronics products, industrial automation and
control systems, and analytical and defense systems. Headquartered in St.
Peters, MO, MEMC operates manufacturing facilities directly or through joint
ventures in Italy, Japan, Malaysia, South Korea, Taiwan and the United States.
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