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 2, 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 Announces $1.9 Million Cumulative Accounting Revision
MEMC Electronic Materials, Inc. issued a new release on March 2, 1999
announcing that MEMC has revised its financial statements resulting in an
additional cumulative loss of $1.9 million recorded as equity in income (loss)
of joint ventures. 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 2, 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 5, 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 2, 1999
CONTACT: Janine Orf
Director, Investor Relations
(314) 279-5443
Michele Katz/Connie Bienfait/
Elric Martinez
Morgen-Walke Associates
Press: Tammy Rose
(212) 850-5600
MEMC ANNOUNCES $1.9 MILLION
CUMULATIVE ACCOUNTING REVISION
Revision relates to change in functional currency of two non-consolidated
joint ventures, as previously disclosed
St. Peters, MO, March 2, 1999 -- MEMC Electronic Materials, Inc. (NYSE: WFR)
today announced that in connection with the SEC's formerly announced review of
the Company's change in functional currency, the Company has revised its
financial statements resulting in an additional cumulative loss of $1.9 million
recorded as equity in income (loss) of joint ventures. Previously reported
operating income and cash flows are not affected by this revision. The $1.9
million loss is a cumulative adjustment related to the six-year period from 1993
to 1998.
The Company previously announced its intention to proceed with a rights offering
to all common stockholders. The Company filed a registration statement with the
Securities and Exchange Commission relating to the rights offering. The Company
believes it will have adequate cash and available credit until the rights
offering is closed.
As previously disclosed the SEC staff has reviewed MEMC's registration statement
and has issued comments concerning certain legal and accounting issues. The SEC
staff questioned the timing of the change in functional currency for accounting
purposes used by the Company's two non-consolidated Asian joint ventures. In
connection with this review, the Company has agreed to revise its financial
statements for 1993 through 1998 to retroactively reflect the change in
functional currency from the inception of these joint ventures. The cumulative
net effect on results for this six-year period is an additional loss of $1.9
million recorded as equity in income (loss) of joint ventures.
The rights and the underlying common stock may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective. 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 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
will be made only by means of a prospectus.
MEMC is the second largest 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. To learn more about MEMC visit its web site at www.memc.com.
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