-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnKby7pY4zcfkdPSNADRxn2g2/A28QOjBYxbAm3Hzi/3I6XqhNvj+6s9IwPgPW88 xTE8jKlXrFFGD/Ls3ICRhQ== 0000927016-02-000366.txt : 20020414 0000927016-02-000366.hdr.sgml : 20020414 ACCESSION NUMBER: 0000927016-02-000366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP /MA CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09781 FILM NUMBER: 02519605 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7815336000 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 8-K 1 d8k.txt FORM 8-K 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): January 28, 2002 _________ MILLIPORE CORPORATION (Exact name of Registrant as specified in charter) MASSACHUSETTS 0-1052 04-2170233 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) _______ 80 Ashby Road, Bedford, Massachusetts 01730 (Address of Principal Executive Offices) (Zip Code) (781) 533-6000 Registrant's Telephone number, including area code ITEM 5. OTHER EVENTS. On January 28, 2002, Millipore Corporation issued a press release announcing that Millipore declared a stock dividend of 32,500,000 shares of common stock of Mykrolis Corporation and announced the record and distribution dates for the dividend. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit Number Title -------------- ----- 99.1 Press Release issued January 28, 2002. -3- SIGNATURES 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. MILLIPORE CORPORATION /s/ Jeffrey Rudin ---------------------------------- Jeffrey Rudin Vice President and General Counsel Date: January 28, 2002 -4- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued January 28, 2002. -5- EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 INVESTOR CONTACT MEDIA CONTACT - ---------------- ------------- Geoffrey Helliwell Thomas Anderson Treasurer Director, Corporate Communications (781) 533 - 2032 (781) 533 - 2225 (800) 225 - 3384 (800) 225 - 3384 Geoffrey_Helliwell@Millipore.com Thomas_Anderson@Millipore.com - -------------------------------- ----------------------------- MILLIPORE CORPORATION ANNOUNCES RECORD AND DISTRIBUTION DATES FOR DISTRIBUTION OF MYKROLIS COMMON STOCK BEDFORD, Mass., January 28, 2002 - Millipore Corporation (NYSE/MIL) today announced that its Board of Directors has declared a stock dividend of all of the shares of common stock of Mykrolis Corporation (NYSE/MYK) owned by Millipore. The dividend will be distributed on February 27, 2002, to Millipore stockholders of record as of 5:00 p.m. Eastern time on February 13, 2002. Millipore currently owns 32,500,000 shares of Mykrolis common stock, which represents approximately 82.3 percent of the total outstanding common stock of Mykrolis. The other 17.7 percent of the outstanding common stock of Mykrolis was sold by Mykrolis in an initial public offering on August 9, 2001. THE DIVIDEND DISTRIBUTION The Mykrolis common stock owned by Millipore will be distributed to Millipore stockholders in the amount of approximately 0.6776 of a share of Mykrolis common stock for each share of Millipore common stock (approximately 68 shares of Mykrolis common stock for each 100 shares of Millipore common stock). The final ratio will be the ratio of the number of shares of Mykrolis common stock owned by Millipore to the actual number of shares of Millipore common stock outstanding on February 13, 2002, the record date. As of December 31, 2001, the close of Millipore's 2001 fiscal year, Millipore had approximately 47,960,000 shares outstanding. Ownership of the Mykrolis common stock received by Millipore stockholders will be registered in book-entry form. Each Millipore stockholder will receive a stock distribution statement from the distribution agent. Actual stock certificates will not be distributed as part of this transaction. The statement will indicate the number of full shares of Mykrolis common stock that have been credited to that Millipore stockholder. Each Millipore stockholder also will receive a cash payment for any fractional shares of Mykrolis common stock. As previously announced, Millipore has received a ruling from the Internal Revenue Service that the distribution to Millipore stockholders of the Mykrolis common stock will be tax free to Millipore stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares will be taxable. The distribution remains subject to the conditions set forth in the Master Separation and Distribution Agreement previously entered into between Millipore and Mykrolis. FURTHER INFORMATION ON THE DISTRIBUTION After February 13, 2002, the record date, an information statement will be mailed to Millipore stockholders of record as of 5:00 p.m. Eastern time on the record date. The information statement will include the final ratio of shares of Mykrolis common stock to be distributed for each share of Millipore common stock, as well as information as to how to calculate the per share cost basis of such shares. Millipore shareholders are encouraged to read this information statement carefully. ABOUT MILLIPORE Millipore is a multinational, high technology company that provides technologies, tools and services for the development and production of new therapeutic drugs. It serves the life science research, biotechnology and pharmaceutical industries. For more information about Millipore visit www.millipore.com. ABOUT MYKROLIS Mykrolis, based in Bedford, Massachusetts, is a global supplier of advanced process solutions for gas and liquids filters and delivery systems for the semiconductor, flat panel, fiber optic and optical disc industries. Information about Mykrolis is available at www.mykrolis.com. FORWARD LOOKING STATEMENT DISCLAIMER The matters discussed herein, as well as in future oral and written statements by management of Millipore 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. Potential risks and uncertainties that could affect Millipore's future operating results include, without limitation, difficulties in the successful separation of the biosciences and microelectronics businesses; difficulties in the successful implementation of our restructuring activities; foreign exchange rates; increased regulatory concerns on the part of the biopharmaceutical industry; further consolidation of drug manufacturers; competitive factors such as new membrane technology; availability of raw materials or component products on a timely basis; inventory risks due to shifts in market demand; change in product mix; conditions in the economy in general; potential environmental liabilities; the inability to utilize technology in current or planned products due to overriding rights by third parties; difficulties inherent in research and development activities; and the risk factors listed from time to time in Millipore's filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----