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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 29, 2001 .
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MYKROLIS CORPORATION
(Exact name of registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
001-16611 04-3536767
(Commission File Number) (I.R.S. Employer Identification No.)
ONE PATRIOTS PARK, BEDFORD, MA 01730
(Address of principal executive offices) (Zip Code)
(877) 695-7654
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 29, 2001 Mykrolis Corporation executed a Common Stock Rights
Agreement with Equiserve Trust Company, N.A., as Rights Agent. In addition on
November 29, 2001 the Board of Directors of Mykrolis Corporation declared a
dividend of one purchase right for each share of Mykrolis Corporation Common
Stock outstanding. Each right entitles the holder to purchase one share of
Mykrolis Corporation Common Stock at a price of $130.00. The Common Stock
Rights Agreement was originally adopted by the Mykrolis Board of Directors in
March of 2001, but implementation was delayed pending the completion of the
initial public offering of Mykrolis' Common Stock. The record date for the
dividend is December 31, 2001.
On December 10, 2001 Mykrolis Corporation terminated discussions with Fleet
National Bank and Fleet Securities, Inc., with respect to a short-term secured
revolving credit facility to provide for borrowings of up to $20 million. We
have decided that in light of our cash position, which showed a cash balance at
September 30, 2001 of $81,106,000, our anticipated cash needs, and the credit
facility terms that were available to us, the benefits achieved by entering into
the credit facility would be outweighed by the costs involved and the impairment
of our operational flexibility. We believe that for the next fourteen months
our cash resources together with our anticipated cash flow from operations will
be sufficient to satisfy our working capital, capital expenditure, and research
and development requirements as well as to fund the previously announced
restructuring programs undertaken in the first and third quarters of 2001. We
expect that our cash flow needs beyond this fourteen month period will be
satisfied through cash flow generated from operations together with short-term
commercial borrowings or the issue of debt or additional equity securities.
However, no commitments for any such borrowings or financings have been obtained
and there can be no assurance that any such borrowings or financings will be
available to us on favorable terms or at all.
FORWARD LOOKING STATEMENT DISCLAIMER
The matters discussed herein, as well as in future oral and written statements
by management of Mykrolis Corporation that are forward-looking statements, are
based on current management expectations that involve substantial risks and
uncertainties which could cause actual results to differ materially from the
results expressed in, or implied by, these forward-looking statements. When
used herein or in such statements, the words "anticipate", "believe",
"estimate", "expect", "may", "will", "should" or the negative thereof and
similar expressions as they relate to Mykrolis or its management are intended to
identify such forward-looking statements. Potential risks and uncertainties
that could affect Mykrolis' future operating results include: further
deterioration in our revenues due to a prolonged downturn in the semiconductor
industry; the loss of or reduction in orders from our key customers, who are
likewise adversely impacted by the downturn in the semiconductor industry and
which account for a large percentage of our sales; delays or disruptions in the
transfer of the production of our products to different manufacturing facilities
pursuant to the separation from Millipore Corporation; increased competition in
our industry resulting in downward pressure on prices and reduced margins;
increased costs associated with building out our business infrastructure in
connection with our separation from Millipore Corporation; and those risks
described under the heading "Risk Factors" in our Registration Statement on Form
S-1 (Reg. No. 333-57182) which was declared effective on August 9, 2001, in our
second and third quarter 10-Q Reports and in our other SEC filings.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits which are filed with this report are set forth in the Exhibit
Index which appears at page 3 of this report.
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 thereunto duly authorized.
MYKROLIS CORPORATION
Dated: December 10, 2001 By /s/ Peter W. Walcott
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Peter W. Walcott,
Vice President & General Counsel
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EXHIBIT INDEX
Exhibit
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1 Common Stock Rights Agreement ("Rights Agreement") dated as
of November 29, 2001, between the Company and Equiserve
Trust Company, N.A., as Rights Agent.
2 Form of Common Stock Purchase Right Certificate (attached as
Annex I to the Rights Agreement) [Pursuant to the Rights
Agreement, printed Common Stock Purchase Right Certificates
will not be mailed until the Distribution Date (as that term
is defined in the Rights Agreement).
3 Summary of Common Stock Purchase Rights (attached as Annex
II to the Rights Agreement).
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