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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): December 13, 2006
ATMI, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16239 06-1481060
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
7 COMMERCE DRIVE
DANBURY, CONNECTICUT 06810
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (203) 794-1100
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 (see General Instruction A.2. below):
[_] 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On December 13, 2006, the Board of Directors of the Company approved
grants of non-qualified stock options and performance-based restricted stock to
Doug Neugold (CEO), Dan Sharkey (CFO), and Cynthia Shereda (CLO) under the
Company's stock plans. The grants will be effective on January 2, 2007 (the
"effective date"), with the number of options and shares of restricted stock (as
the case may be) based on the value of the Company's common stock determined on
the effective date. Mr. Neugold, Mr. Sharkey, and Ms. Shereda will receive a
number of non-qualified options equal to $530,000, $200,000, and $112,500,
respectively, divided by the Black-Scholes-Merton value of the Company's common
stock on the effective date. The options will have an exercise price equal to
the closing price on the effective date and will vest over a period of four
years following the effective date in equal annual tranches. Mr. Neugold, Mr.
Sharkey, and Ms. Shereda will also receive a number of shares of restricted
stock with a theoretical maximum value (the "theoretical maximum") of
$1,060,000, $400,000, and $225,000, respectively, based upon the closing price
of the Company's common stock on the effective date. The restricted stock will
be earned based upon the Company's achievement of operating income growth
targets established annually by the Board of Directors. Actual shares earned
will range from 0% to 100% of the theoretical maximum, with 50% being earned for
"target" performance and 100% being earned for "stretch" performance, which will
represent a significantly greater degree of difficulty over "target" and will
depend upon the Company's ability to deliver growth well in excess of industry
growth. Any restricted stock so earned will vest over a period of four years
following the grant date in equal annual tranches.
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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.
ATMI, INC.
Date: December 19, 2006 By: /s/ Daniel P. Sharkey
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Daniel P. Sharkey
Title: Vice President, Treasurer
and Chief Financial Officer
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