-----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, Fe9i3OqT8ancaDk2n1kw9AXCndhEtXkGCFgLjASf1AadejKDlluiOwXKN4ffFF08 cNdQ+rOoOd7seRRW0+SEzg== 0000912841-97-000004.txt : 19970602 0000912841-97-000004.hdr.sgml : 19970602 ACCESSION NUMBER: 0000912841-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970517 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970530 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED TECHNOLOGY MATERIALS INC /DE/ CENTRAL INDEX KEY: 0000912841 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 061236302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22756 FILM NUMBER: 97616716 BUSINESS ADDRESS: STREET 1: 7 COMMERCE DR CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 2037941100 MAIL ADDRESS: STREET 1: 7 COMMERCE DR CITY: DANBURY STATE: CT ZIP: 06810 8-K 1 MERGER AND EXCHANGE AGREEMENT LABORATORIES 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): May 17, 1997 Advanced Technology Materials, Inc. ----------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22756 06-1236302 -------- ------- ---------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 7 Commerce Drive, Danbury, CT 06810 ----------------------------- ----- (Address of principal executive offices) (Zip Code) 203-794-1100 ------------ (Registrant's telephone number, including area code) ADVANCED TECHNOLOGY MATERIALS, INC. Report on Form 8-K TABLE OF CONTENTS Page INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other events.................................................. 3 Signatures............................................................ 4 Item 5. Other events. On May 17, 1997, the registrant, Advanced Technology Materials, Inc. ("ATMI"), executed an Agreement and Plan of Merger (the "Agreement") to acquire all of the issued and outstanding stock in Lawrence Semiconductor Laboratories, Inc. ("LSL"). LSL is an outsourcer of epitaxial processing of silicon wafers using chemical vapor deposition technology to meet customer specifications. Epitaxial processing is one of many steps involved in transforming a silicon wafer into a semiconductor chip, the primary functional component of most electronic products. The Agreement is subject to approval by ATMI's stockholders and the satisfaction of other customary conditions. Pursuant to the Agreement, stockholders in LSL will receive between approximately 3,714,285 and 4,588,235 shares of common stock of ATMI (or a newly created holding company if the pending acquisition of Advanced Delivery & Chemical Systems Nevada, Inc. and related entities is consummated) in exchange for their shares. The actual number of shares to be issued to the Lawrence stockholders depends upon the average closing price of ATMI's common stock during a 20 day trading period ending three days prior to stockholder approval of the Agreement and changes in the net book value of Lawrence up to the time of closing. The acquisition is intended to be accounted as a pooling-of-interests transaction. ATMI intends to continue the business currently performed by Lawrence by combining it with its Epitronics division which provides epi services for gallium arsenide and other advanced materials. SIGNATURES 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. Advanced Technology Materials, Inc. May 30, 1997 By /S/ Daniel P. Sharkey -----END PRIVACY-ENHANCED MESSAGE-----