MEMC ELECTRONIC MATERIALS INC
8-K, 1999-04-23
SEMICONDUCTORS & RELATED DEVICES
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                       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 19, 1999
                                                          ----------------

                         MEMC ELECTRONIC MATERIALS, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                          1-13828                             56-1505767
- --------                          -------                             ----------
(State or other           (Commission File Number)                 (IRS Employer
jurisdiction of                                                   Identification
incorporation)                                                           No.)


501 Pearl Drive, St. Peters, Missouri                                   63376
- -------------------------------------                                   -----
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (314) 279-5000
                                                     --------------


                                (Not Applicable)
                              ---------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5.  Other Events

                   MEMC Announces Closing of Rights Offering

     MEMC  Electronic  Materials,  Inc.  issued a news release on April 19, 1999
announcing the closing of its rights offering. 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
           -----------   -------------------------------------------------------

           99.1          News release issued by MEMC Electronic Materials, Inc.
                         dated April 19, 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:  April 23, 1999                           /s/ James M. Stolze
       --------------                           --------------------------------
                                                James M. Stolze
                                                Executive Vice President and
                                                  Chief Financial Officer

<PAGE>
                                  EXHIBIT INDEX

     These  Exhibits are numbered in  accordance  with the Exhibit Table of Item
601 of Regulation S-K:

     Exhibit No.               Description
     -----------               -----------

     99.1                      News release issued by MEMC Electronic Materials,
                               Inc. dated April 19, 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 ANNOUNCES CLOSING OF RIGHTS OFFERING

St. Peters,  MO, April 19, 1999 - MEMC Electronic  Materials,  Inc. (NYSE:  WFR)
today  announced  the  closing  of its  rights  offering.  As a  result  of this
transaction,  MEMC  raised $94 million in equity  capital.  An  additional  $106
million was raised in a private placement to VEBA Zweite Verwaltungsgesellschaft
mbH  (VEBA  Zweite)  which  closed  on March  22,  1999,  bringing  the total in
connection with the rights offering and private placement to $200 million.

VEBA Zweite  purchased those shares not subscribed for in the rights offering by
the  other  shareholders.  As a  result  of this  transaction  and  the  private
placement,  VEBA Corporation and VEBA Zweite, the Company's majority stockholder
group,  increased their ownership to 71.8% of MEMC's common shares  outstanding.
VEBA  Corporation  and VEBA Zweite are  subsidiaries  of VEBA AG. VEBA AG (NYSE:
VEB),  which is among the  largest  publicly  held  industrial  corporations  in
Germany,  is  engaged  in  businesses  including  electricity,  chemicals,  oil,
distribution/logistics, real estate management and telecommunications.

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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