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): April 7, 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 April 7, 1997, the registrant, Advanced Technology Materials, Inc. ("ATMI"), executed a Merger and Exchange Agreement (the "Agreement") to acquire all of the issued and outstanding equity interests in Advanced Delivery & Chemical Systems Nevada, Inc. and its related entities ("ADCS"). ADCS is engaged in the manufacture and sale of ultra-high purity semiconductor thin film materials and associated delivery systems. The Agreement is subject to approval by ATMI's stockholders and the satisfaction of other customary conditions. Pursuant to the Agreement, holders of interests in ADCS will receive between 5,468,750 and 6,250,000 shares of common stock of a newly created holding company in exchange for their interests. The actual number of shares to be issued to the holders of equity interests in ADCS depends upon the average closing price of ATMI's common stock during a 20 day trading period ending five days prior to stockholder approval of the Agreement. Additionally, as part of the transaction, ATMI will become a subsidiary of the holding company. The acquisition is intended to be accounted as a pooling of interests transaction. ATMI intends to continue the business currently performed by ADCS by combining it with the semiconductor thin film and delivery system product lines of the NovaMOS division of ATMI, under the name ADCS. 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. April 18, 1997 By _______/S/ Daniel P. Sharkey_________ Daniel P. Sharkey, Vice President, Chief Financial Officer and Treasurer