SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2004
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ATMI, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16239 06-1481060
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
7 Commerce Drive
Danbury, Connecticut 06810
(Address of principal executive offices) (Zip code)
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 Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) This Form 8-K/A amends the Current Report on Form 8-K of ATMI, Inc.
("ATMI") dated November 16, 2004 to file a copy of the Employment Agreement (the
"Agreement") entered into between ATMI and Douglas A. Neugold dated as of
December 31, 2004 and effective January 1, 2005 (the "Effective Date").
The Agreement supercedes the employment agreement entered into between
Mr. Neugold and Advanced Technology Materials, Inc., a Delaware corporation
("ATMI Sub"), dated April 26, 2000. The Agreement has a two-year term, subject
to renewal upon agreement of the parties and subject to earlier termination of
employment for any reason. Under the Agreement, Mr. Neugold will serve as Chief
Executive Officer and President of ATMI and ATMI Sub. Mr. Neugold shall be
entitled to an annual base salary of $475,000, and an incentive compensation
award with a target of 90% of annual base salary and a maximum bonus opportunity
equal to 180% of annual base salary. In addition, Mr. Neugold will be granted
options to purchase 30,000 shares of ATMI common stock at an exercise price
equal to the closing price on the Effective Date and an award of 70,000 shares
of restricted stock. If Mr. Neugold's employment is terminated other than for
"cause" (as defined in the Agreement) or if he resigns for "good reason" (as
defined in the Agreement), Mr. Neugold will be entitled to twenty-four months of
base salary and, if elected, continuation of certain medical benefits.
Furthermore, in the event Mr. Neugold's employment is terminated other than for
cause (as defined in the Agreement) or if he resigns for "good reason" (as
defined in the Agreement), in either case within 548 days after a "change of
control" (as defined in the Agreement), (a) all stock options held by Mr.
Neugold to purchase shares of ATMI common stock shall become fully vested and
immediately exercisable and shall remain exercisable for no less than one year
after such termination, notwithstanding the vesting and exercise provisions of
any stock option award agreement concerning such options (but subject to the
relevant expiration date), and all restricted stock held by Mr. Neugold shall be
fully vested notwithstanding the vesting provisions of any restricted stock
agreement concerning such restricted stock; provided that to the extent that the
vesting of all or some of such restricted stock is not permitted under the
relevant plan under which such shares are granted, in lieu thereof ATMI will pay
Mr. Neugold an amount in cash equal to the fair market value, as of the date of
such termination of employment following such "change of control", of those
restricted shares that do not vest, and (b) Mr. Neugold will be entitled at a
minimum to the target amount under any bonus plans then in effect as if fully
earned. Under the Agreement, upon the termination of Mr. Neugold's employment,
he will be subject to certain non-competition and non-solicitation restrictions.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Employment Agreement dated December 31, 2004 by and between
ATMI, Inc. and Douglas A. Neugold.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
ATMI, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 5, 2005
ATMI, INC.
By: /s/ Daniel P. Sharkey
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Name: Daniel P. Sharkey
Title: Vice President, Treasurer and
Chief Financial Officer
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