8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 29, 2004

MYKROLIS CORPORATION

(Exact name of registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

001-16611	04-3536767
(Commission File Number)	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA	01821
(Address of principal executive offices)	(Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 12.    Results of Operations and Financial Condition

On January 29, 2004, the registrant issued a press release to announce earnings for the fourth quarter of fiscal year 2003 and for the full fiscal year 2003 as well as forward-looking statements relating to 2004 and the first quarter of 2004. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.6 of Form 8-K, the information in this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing.

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 thereunto duly authorized.

	MYKROLIS CORPORATION
Dated: January 29, 2004	By:	/s/    BERTRAND LOY
		Bertrand Loy, Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit
99.1	Press Release. Dated January 29, 2004.

EX-99.1

Exhibit 99.1

[MYKROLIS LOGO APPEARS HERE]

Mykrolis Corporation Reports Profit for Fourth Quarter 2003

Sales increase 31 percent sequentially to $58 million; EPS of $0.09

BILLERICA, Mass., January 29, 2004 – Mykrolis Corporation (NYSE: MYK), a leading supplier of components and systems to the semiconductor industry, announced today fourth quarter revenues of $58.2 million, a 31 percent increase from $44.5 million in the third quarter of 2003 and a 25 percent increase from the comparable quarter a year ago.

The net income per diluted share for the quarter of $0.09 compared to a net loss per diluted share of $(0.02) in the third quarter and a net loss per diluted share of $(0.21) in the fourth quarter a year ago.

For fiscal 2003, revenues were $185.9 million, up 4 percent from $178.4 million in fiscal 2002. Net loss per diluted share was $(0.20), which compared to a net loss per diluted share of $(0.80) for a year ago.

C. William Zadel, Chairman and Chief Executive Officer, commented on the fourth quarter results: “The quarter marked a major milestone for Mykrolis, as we achieved profitability for the first time as an independent company. Our results reveal the operating leverage we believe exists in our company as a result of the steps we have taken to streamline the organization and to reduce costs.”

Mr. Zadel continued, “An acceleration of demand through the end of the year, particularly in Japan and Asia, contributed to robust fourth quarter sales that were above our revised guidance. Equipment sales increased 42 percent, driven by higher demand from our OEM customers in Japan as well as in North America. Sales of consumables grew 26 percent from the third quarter, as key Asian chip makers expanded the scope of their annual preventative maintenance programs to change-out filters in anticipation of continued high levels of fab production output.”

Management Outlook

“With the recovery in the semiconductor equipment industry clearly underway, we believe we are prepared to meet the demands of our customers. Reflecting some seasonal impact as a result of our customers’ preventative maintenance programs in the fourth quarter, we anticipate first quarter sales in the range of $62 to $67 million and net income per diluted share in the range of $0.09 to $0.14,” Zadel said.

Revenue by Geographic Region ($’s millions):

	Q4 2003		Q4 2002		% Growth
North America	$	15.2	$	13.2	15.2	%
Japan		22.2		17.3	28.3	%
Asia		15.8		11.3	39.8	%
Europe		5.0		4.7	6.4	%
Total	$	58.2	$	46.5	25.2	%
	Q4 2003		Q3 2003		% Growth
North America	$	15.2	$	11.7	29.9	%
Japan		22.2		15.8	40.5	%
Asia		15.8		12.1	30.6	%
Europe		5.0		4.9	2.0	%
Total	$	58.2	$	44.5	30.8	%
	FY 2003		FY 2002		% Growth
North America	$	49.3	$	55.3	-10.8	%
Japan		67.5		63.3	6.6	%
Asia		50.4		41.8	20.6	%
Europe		18.7		18.0	3.9	%
Total	$	185.9	$	178.4	4.2	%

Quarterly Earnings Call

Mykrolis will hold a conference call to discuss its results for the fourth quarter on Thursday, January 29, 2003 at 10:00 a.m. EST (7:00 a.m. PST). The conference call dial-in number is 800-915-4836; outside the U.S., the number is 973-317-5319. A replay of the call can be accessed at 973-709-2089 (passcode: 324420). The conference call will also be webcast on the investor relations portion of the Mykrolis web site at www.mykrolis.com.

About Mykrolis

Mykrolis Corporation, based in Billerica, Massachusetts, is a worldwide developer, manufacturer and supplier of liquid and gas delivery systems, components and consumables used to precisely measure, deliver, control and purify the process liquids, gases and chemicals, as well as the deionized water, photoresists and vacuum systems utilized in the semiconductor manufacturing process. In addition, the Company’s products are used to manufacture a range of other products, such as flat panel displays, high purity chemicals, photoresists, solar cells, gas lasers, optical disks and fiber optic cables. Mykrolis is formerly Millipore Microelectronics, Inc. For more information, visit www.mykrolis.com.

Mykrolis Forward looking Statement Disclaimer

The matters discussed herein, as well as in future oral and written statements by management of Mykrolis Corporation that are forward-looking statements, are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. When used herein or in such statements, the words “anticipate”, “believe”, “estimate”, “expect”, “hope”, “may”, “will”, “should” or the negative

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thereof and similar expressions as they relate to Mykrolis, its business or its management are intended to identify such forward-looking statements. Potential risks and uncertainties that could affect Mykrolis’ future operating results include, without limitation, the risk that a sustained industry recovery may be delayed, may not materialize at all or may be weaker than past recoveries, the risk that the transfer of manufacturing to our new facility may disrupt our ability to fill customer orders, as well as those risks described under the headings “Risks Relating to our Business and Industry”, “Risks Related to Securities Markets and Ownership of Our Common Stock,” and “Risks Related to our Separation from Millipore” in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Report on Form 10-Q for the fiscal period ended September 27, 2003.

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Mykrolis Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	12/31/2003			12/31/2002			12/31/2003			12/31/2002
	(unaudited)						(unaudited)
Net sales	$	58,183		$	46,464		$	185,898		$	178,449
Cost of sales		32,838			32,075			105,269			118,783
Gross profit		25,345			14,389			80,629			59,666
Selling, general & admin. expenses		16,544			14,342			64,795			67,809
Research & development expenses		5,590			5,032			19,110			19,685
Restructuring and other charges		(178	)		5,182			2,111			5,182
Operating income (loss)		3,389			(10,167	)		(5,387	)		(33,010	)
Other income, net		610			1,496			2,260			3,367
Income (loss) before income taxes		3,999			(8,671	)		(3,127	)		(29,643	)
Income tax expense (benefit)		342			(452	)		4,977			2,118
Net income (loss)	$	3,657		$	(8,219	)	$	(8,104	)	$	(31,761	)
Basic net income (loss) per share	$	0.09		$	(0.21	)	$	(0.20	)	$	(0.80	)
Basic weighted average shares outstanding		40,336			39,722			39,939			39,628
Diluted net income (loss) per share	$	0.09		$	(0.21	)	$	(0.20	)	$	(0.80	)
Diluted weighted average shares outstanding		42,757			39,722			39,939			39,628
Reconciliation of net income (loss) to pro forma net income (loss):
Add: Restructuring and other charges	$	(178	)	$	5,182		$	2,111		$	5,182
Pro forma net income (loss)	$	3,479		$	(3,037	)	$	(5,993	)	$	(26,579	)
Pro forma basic net income (loss) per share	$	0.09		$	(0.08	)	$	(0.15	)	$	(0.67	)
Pro forma diluted net income (loss) per share	$	0.08		$	(0.08	)	$	(0.15	)	$	(0.67	)

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Mykrolis Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	(unaudited) December 31, 2003		December 31, 2002
Assets
Cash and cash equivalents	$	70,503	$	74,085
Accounts receivable, net		46,698		39,971
Inventories		38,771		41,821
Other current assets		10,986		4,946
Total current assets		166,958		160,823
Marketable securities		14,266		—
Property, plant and equipment, net		71,033		74,833
Goodwill and intangible assets, net		24,939		19,403
Other assets		11,155		12,130
Total assets	$	288,351	$	267,189
Liabilities and shareholders’ equity
Accounts payable	$	12,613	$	10,288
Accrued expenses and other current liabilities		40,683		34,250
Total current liabilities		53,296		44,538
Other liabilities		12,027		10,007
Shareholders’ equity		223,028		212,644
Total liabilities and shareholders’ equity	$	288,351	$	267,189

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Contacts:

Bertrand Loy, Chief Financial Officer

Steve Cantor, Director of Investor Relations and Corporate Communications

Tel#: 978-436-6500

Email: investor_relations@mykrolis.com

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