8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)February 20, 2014

_____________________

ATMI, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-16239	06-1481060
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 Commerce Drive, Danbury, Connecticut	06810
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (203) 794-1100

________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01                      Completion of Acquisition or Disposition of Assets.

On February 20, 2014, ATMI, Inc. (“ATMI”) and certain of its subsidiaries (together with ATMI, the “Sellers”) consummated the previously announced transaction to sell the Sellers’ life sciences business (the “Business”) to Pall Corporation, a New York corporation (the “Acquiror”) pursuant to the Share and Asset Purchase Agreement (the “Purchase Agreement”) by and among the Sellers and the Acquiror dated December 22, 2013.

Pursuant to the Purchase Agreement, the Sellers sold and transferred to the Acquiror all assets primarily related to the Business, including all equity interests held by the Sellers in ATMI BVBA, a company organized under the laws of Belgium, in exchange for cash proceeds of $185,000,000.00, subject to customary working capital adjustments (the “Transaction”).

The foregoing description of the Transaction and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to ATMI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2013, which is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(b)   Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated financial information required by Article 11 of Regulation S-X, promulgated pursuant to the Securities and Exchange Act of 1934, is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference:

Unaudited Pro Forma Condensed Consolidated Balance Sheet of ATMI as of September 30, 2013

Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the nine months ended September 30, 2013

Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the nine months ended September 30, 2012

Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the year ended December 31, 2012

Unaudited Pro Forma Condensed Consolidated Statement of Operations of ATMI for the year ended December 31, 2011

Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the year ended December 31, 2010

(d)   Exhibits.

Exhibit Number	Description
2.1	Share and Asset Purchase Agreement, dated as of December 22, 2013, by and among  ATMI, Inc., ATMI Packaging, Inc., Advanced Technology Materials, Inc., ATMI SARL, ATMI Belgium LLC, and Pall Corporation (filed as Exhibit 2.1 to ATMI, Inc.’s Current Report on Form 8-K, filed on December 23, 2013).*
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information.**

*Incorporated by reference.

** Filed herewith.

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATMI, Inc.
	(Registrant)
February 21, 2014	/s/ Timothy C. Carlson
(Date)	Timothy C. Carlson Executive Vice President, Chief Financial Officer and Treasurer

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EX-99

Exhibit 99.1

ATMI, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 20, 2014, ATMI, Inc. (“ATMI”) and certain of its subsidiaries (together with ATMI, the “Sellers”) consummated the previously announced transaction to sell the Sellers’ LifeSciences business (the “Business”) to Pall Corporation, a New York corporation (the “Acquiror”) pursuant to the Share and Asset Purchase Agreement (the “Purchase Agreement”) by and among the Sellers and the Acquiror dated December 22, 2013, in exchange for cash proceeds of $185,000,000.00, subject to customary working capital adjustments (the “Transaction”).

The unaudited pro forma condensed consolidated financial statements have been derived from the historical financial statements of ATMI, adjusted to reflect the disposition of the Business.  The following unaudited pro forma condensed consolidated financial statements of ATMI should be read in conjunction with the related notes and with the historical consolidated financial statements of ATMI and the related notes included in its Annual Report on Form 10-K for the period ended December 31, 2012. The unaudited pro forma condensed consolidated balance sheet reflects the disposition of the Business as if it had occurred on September 30, 2013, while the unaudited pro forma condensed consolidated statements of income and operations for the nine months ended September 30, 2013 and 2012, respectively, and for the years ended December 31, 2012, 2011 and 2010, respectively, give effect to the disposition as if it had occurred at the beginning of each period presented. The pro forma adjustments, described in Note 2, are based on the best available information and certain assumptions that ATMI’s management believes to be reasonable.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and should not be considered indicative of the operating results or financial position that might have been achieved had the disposition of the Business closed on September 30, 2013 for the unaudited pro forma condensed consolidated balance sheet, or at the beginning of each period presented for the unaudited pro forma condensed consolidated statements of income.  In addition, future results may vary significantly from the results reflected in such statements.

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2013

(in thousands)

	Reported		Pro Forma Adjustments for Discontinued Operations(g)				Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	61,756	$	179,953		(a)	$	241,709
Marketable securities		69,935		(1,660	)			68,275
Accounts receivable, net of allowances		58,691		(7,748	)			50,943
Inventories, net		97,925		(16,360	)			81,565
Other current assets		30,366		(3,517	)	(b)		26,849
Total current assets		318,673		150,668				469,341
Property, plant and equipment		141,763		(13,684	)			128,079
Goodwill		47,162		(33,514	)			13,648
Other intangibles, net		43,214		(24,116	)			19,098
Other non-current assets		41,040		(14,618	)			26,422
Total assets	$	591,852	$	64,736			$	656,588
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		33,206		(3,864	)			29,342
Accrued liabilities		8,000		(1,302	)			6,698
Accrued salaries and related benefits		7,768		(2,371	)			5,397
Income taxes payable		3,215		7,535		(c)		10,750
Other current liabilities		4,125	7,525			(d)		11,650
Total current liabilities		56,314		7,523				63,837
Other non-current liabilities		15,365	(6,644		)	(e)		8,721
Total stockholders' equity		520,173	63,856			(f)		584,029
Total liabilities and stockholders' equity	$	591,852	$	64,735			$	656,587

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Nine Months Ended September 30, 2013

(in thousands except per share amounts)

	Reported		Pro Forma Adjustments for Discontinued Operations (h)			Pro Forma
Revenues	$	301,647	$	35,532		$	266,115
Cost of revenues		160,049		22,496			137,553
Gross Profit		141,598		13,036			128,562
Operating expenses:
Research and development		39,083		5,009			34,074
Selling, general and administrative		68,416		14,110			54,306
Total operating expenses		107,499		19,119			88,380
Operating income (loss)		34,099		(6,083	)		40,182
Interest income		896		201			695
Other income (expense), net		1,838		(48	)		1,886
Income (loss) before income taxes		36,833		(5,930	)		42,763
Provision (benefit) for income taxes		10,512		120.0			10,392
Net income (loss)	$	26,321	$	(6,050	)	$	32,371
Earnings (loss) per share:
Basic	$	0.82	$	(0.19	)	$	1.01
Diluted	$	0.80	$	(0.18	)	$	0.99
Weighted-average common shares outstanding:
Basic		31,937					31,937
Diluted		32,727					32,727
See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Nine Months Ended September 30, 2012

(in thousands except per share amounts)

	Reported			Pro Forma Adjustments for Discontinued Operations (h)			Pro Forma
Revenues	$	307,320		$	30,651		$	276,669
Cost of revenues		155,221			20,540			134,681
Gross Profit		152,099			10,111			141,988
Operating expenses:
Research and development		40,586			5,853			34,733
Selling, general and administrative		67,967			11,549			56,418
Total operating expenses		108,553			17,402			91,151
Operating income (loss)		43,546			(7,291	)		50,837
Interest income		923			210			713
Other income (expense), net		(509	)		(167	)		(342	)
Income (loss) before income taxes		43,960			(7,248	)		51,208
Provision (benefit) for income taxes		14,250			(572	)		14,822
Net income (loss)	$	29,710		$	(6,676	)	$	36,386
Earnings (loss) per share:
Basic	$	0.93		$	(0.21	)	$	1.14
Diluted	$	0.91		$	(0.20	)	$	1.11
Weighted-average common shares outstanding:
Basic		31,904						31,904
Diluted		32,659						32,659
See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 31, 2012

(in thousands except per share amounts)

	Reported			Pro Forma Adjustments for Discontinued Operations (h)			Pro Forma
Revenues	$	407,433		$	41,584		$	365,849
Cost of revenues		206,543			27,285			179,258
Gross Profit		200,890			14,299			186,591
Operating expenses:
Research and development		55,152			7,866			47,286
Selling, general and administrative		86,663			13,142			73,521
Total operating expenses		141,815			21,008			120,807
Operating income (loss)		59,075			(6,709	)		65,784
Interest income		1,291			391			900
Other income (expense), net		(240	)		(182	)		(58	)
Income (loss) before income taxes		60,126			(6,500	)		66,626
Provision (benefit) for income taxes		17,796			(535	)		18,331
Net income (loss)	$	42,330		$	(5,965	)	$	48,295
Earnings (loss) per share:
Basic	$	1.33		$	(0.19	)	$	1.51
Diluted	$	1.30		$	(0.18	)	$	1.48
Weighted-average common shares outstanding:
Basic		31,931						31,931
Diluted		32,664						32,664
See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2011

(in thousands except per share amounts)

	Reported			Pro Forma Adjustments for Discontinued Operations (h)			Pro Forma
Revenues	$	390,087		$	38,264		$	351,823
Cost of revenues		205,957			24,857			181,100
Gross Profit		184,130			13,407			170,723
Operating expenses:
Research and development		53,708			6,941			46,767
Selling, general and administrative		83,546			14,835			68,711
Contract termination		84,590			0			84,590
Total operating expenses		221,844			21,776			200,068
Operating loss		(37,714	)		(8,369	)		(29,345	)
Interest income		1,205			95			1,110
Impairment of investments		(776	)		(776	)		0
Other expense, net		(1,849	)		(857	)		(992	)
Loss before income taxes		(39,134	)		(9,907	)		(29,227	)
Benefit for income taxes		(19,115	)		(850	)		(18,265	)
Net loss	$	(20,019	)	$	(9,057	)	$	(10,962	)
Loss per share:
Basic	$	(0.63	)	$	(0.29	)	$	(0.35	)
Diluted	$	(0.63	)	$	(0.29	)	$	(0.35	)
Weighted-average common shares outstanding:
Basic		31,703						31,703
Diluted		31,703						31,703
See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 31, 2010

(in thousands except per share amounts)

	Reported		Pro Forma Adjustments for Discontinued Operations (h)			Pro Forma
Revenues	$	367,256	$	30,737		$	336,519
Cost of revenues		191,248		20,508			170,740
Gross Profit		176,008		10,229			165,779
Operating expenses:
Research and development		48,645		3,616			45,029
Selling, general and administrative		85,425		12,730			72,695
Total operating expenses		134,070		16,346			117,724
Operating income (loss)		41,938		(6,117	)		48,055
Interest income		949		202			747
Other income, net		7,740		4,253			3,487
Income (loss) before income taxes		50,627		(1,662	)		52,289
Provision (benefit) for income taxes		11,121		(1,544	)		12,665
Net income (loss)	$	39,506	$	(118	)	$	39,624
Earnings (loss) per share:
Basic	$	1.26	$	(0.00	)	$	1.26
Diluted	$	1.24	$	(0.00	)	$	1.24
Weighted-average common shares outstanding:
Basic		31,413					31,413
Diluted		31,895					31,895
See accompanying notes to unaudited pro forma condensed consolidated financial statements

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ATMI, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The unaudited pro forma condensed consolidated financial statements are based on the historical financial information of ATMI adjusted to give effect to the disposition of the Business.

The unaudited pro forma condensed consolidated balance sheet reflects the disposition of the Business as if it had occurred on September 30, 2013, while the unaudited pro forma condensed consolidated statements of income and operations for the nine months ended September 30, 2013 and 2012, respectively, and the years ended December 31, 2012, 2011 and 2010, respectively, give effect to the disposition as if it had occurred at the beginning of each period presented.  The unaudited pro forma condensed consolidated financial statements are based upon available information and assumptions that ATMI believes are reasonable under the circumstances and are prepared to illustrate the estimated effects of the disposition.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and should not be considered indicative of the operating results or financial position that might have been achieved had the disposition of the Business closed on September 30, 2013 for the unaudited pro forma condensed consolidated balance sheet, or at the beginning of each period presented for the unaudited pro forma condensed consolidated statements of income.  In addition, future results may vary significantly from the results reflected in such statements.

Note 2: Pro Forma Adjustments

The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of income:

(a)   Reflects the gross cash proceeds of $185.0 million from the sale of the Business to the Acquiror. The expected working capital adjustment is not included in the pro forma adjustments column; however, we estimate that its resolution will result in an additional cash payment to ATMI of approximately $5 million.

(b)   Includes $0.3 million of current deferred tax assets reclassified to current income tax payable as part of the disposition of the Business.

(c)   Includes $7.5 million of income taxes payable resulting from the disposition of the Business, assuming a tax rate of 9.2%.

(d)   Includes $7.7 million of transaction costs related to the disposition of the Business.

(e) Reflects the reclassification of $1.7 million of non-current deferred tax liabilities to current as a result of the disposition of the Business.

(f) Reflects the estimated gain on the disposition of the Business, net of estimated transaction costs and income taxes, excluding any working capital adjustment.

(g) Reflects the pro forma adjustments to eliminate the assets and liabilities that are directly attributable to the Business and will not continue after the completion of the disposition. Specific deal related activity is noted in items (a) – (f) above.

(h) Reflects the pro forma adjustments to eliminate the revenues and expenses that are directly attributable to the Business and will not continue after the completion of the disposition.

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