UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file Number: 1-16239
ATMI, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1481060
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(State or other jurisdiction of (I.R.S. Employer 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
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes |_| No |X|
The number of shares outstanding of the registrant's common stock as of August
3, 2005 was 37,679,849.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 filed
on August 8, 2005 (the "Original Filing"). We have filed this Amendment solely
to include the information required by Part II, Item 4 - Submission of Matters
to a Vote of Security Holders. This information was inadvertently omitted from
the Original Filing. In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange Commission,
we are including with this Amendment certain currently dated certifications.
Except as described above, no other changes have been made to the Original
Filing. This Amendment has not resulted in any changes to our previously
reported financial results. This Amendment continues to speak as of the date of
the Original Filing, and we have not updated the disclosures contained in this
Amendment to reflect any events that occurred at a date subsequent to the
Original Filing.
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PART II- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 24, 2005, the Company held its 2005 annual meeting of stockholders
at which the following actions were approved: (1) two Class II directors were
elected for a term expiring at the annual meeting of stockholders in 2008; and
(2) the appointment of Ernst & Young LLP as the Company's Independent Registered
Public Accounting Firm for the fiscal year ending December 31, 2005 was
ratified.
The table below represents the votes tabulated for the election of the two
Class II directors:
Director In Favor Withheld
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Mark A. Adley 30,908,848 2,352,642
Eugene G. Banucci, Ph.D. 32,745,327 516,163
The table below represents the votes tabulated for the ratification of
Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm
for the fiscal year ending December 31, 2005:
Votes For Votes Against Abstentions
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33,229,192 12,653 19,645
Item 6. Exhibits
(a) Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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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.
ATMI, Inc.
October 24, 2005
By /s/ Douglas A. Neugold
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Douglas A. Neugold
President and Chief Executive Officer
By /s/ Daniel P. Sharkey
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Daniel P. Sharkey
Vice President, Chief Financial Officer
and Treasurer (Chief Accounting Officer)