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.
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(Exact name of registrant as specified in its charter)
Delaware 0-22756 06-1236302
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
7 Commerce Drive, Danbury, CT 06810
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(Address of principal executive offices) (Zip Code)
203-794-1100
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(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