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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] 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 1-13828
MEMC ELECTRONIC MATERIALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
DELAWARE 56-1505767
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
501 PEARL DRIVE (CITY OF O'FALLON) 63376
ST. PETERS, MISSOURI (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (636) 474-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<Table>
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
-------------------- ------------------------------------------
$.01 PAR VALUE COMMON STOCK NEW YORK STOCK EXCHANGE
</Table>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
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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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant, based upon the closing price of such stock on March 11, 2002, as
reported by the New York Stock Exchange, was approximately $96.1 million.
The number of shares outstanding of the registrant's Common Stock as of
March 11, 2002, was 69,612,900 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 2001 (Part I and Part II of Form 10-K).
(2) Portions of the registrant's Notice of Annual Meeting of Stockholders
and Proxy Statement for the 2002 Annual Meeting.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. FINANCIAL STATEMENTS
The following consolidated financial statements of us and our
subsidiaries, included on pages 26 through 52 of the 2001 Annual
Report, and the Independent Auditors' Report thereon of KPMG LLP
appearing on page 54 of such report are incorporated herein by
reference.
Consolidated Statements of Operations--Period from January 1,
2001 through November 13, 2001, Period from November 14, 2001 through
December 31, 2001, and Years ended December 31, 2000, and 1999.
Consolidated Balance Sheets--December 31, 2001 and 2000.
Consolidated Statements of Cash Flows-- Period from January 1,
2001 through November 13, 2001, Period from November 14, 2001 through
December 31, 2001, and Years ended December 31, 2000, and 1999.
Consolidated Statements of Stockholders' Equity-- Period from
January 1, 2001 through November 13, 2001, Period from November 14,
2001 through December 31, 2001, and Years ended December 31, 2000, and
1999.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. FINANCIAL STATEMENT SCHEDULES
<Table>
Independent Auditors' Report on Financial Statement Schedule............................ F-1
Valuation and Qualifying Accounts....................................................... F-2
</Table>
1
3. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3(i) Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3-a of the Company's
Form 10-Q for the Quarter ended June 30, 1995)
3(i)(a) Certificate of Amendment of Restated Certificate of
Incorporation of the Company as filed with the Secretary
of State of the State of Delaware on June 2, 2000
(Incorporated by reference to Exhibit 3(i)(a) of the
Company's Form 10-Q for the Quarter ended June 30, 2000)
3(ii) Restated By-laws of the Company (Incorporated by reference
to Exhibit 3(ii) of the Company's Form 10-Q for the
Quarter ended September 30, 2001)
3(iii) Certificate of Designations of Series A Cumulative
Convertible Preferred Stock of the Company, dated as of
November 13, 2001 (Incorporated by reference to Exhibit
3.1 of the Company's Current Report on Form 8-K dated
November 28, 2001)
2-a Restructuring Agreement between TPG Wafer Holdings LLC and
the Company, dated as of November 13, 2001 (Incorporated
by reference to Exhibit 2.1 of the Company's Current
Report on Form 8-K dated November 28, 2001)
2-b Merger Agreement between TPG Wafer Holdings LLC and the
Company, dated as of November 13, 2001 (Incorporated by
reference to Exhibit 2.2 of the Company's Current Report
on Form 8-K dated November 28, 2001)
4-a Amended and Restated Indenture, dated as of December 21,
2001, among the Company, Citibank, N.A., as trustee, and
Citicorp USA, Inc., as collateral agent, and Form of Note
attached as an exhibit thereto (Incorporated by reference
to Exhibit 4.1 of the Company's Current Report on Form 8-K
dated January 14, 2002)
4-a(1) Security Agreement among the Company, each subsidiary
listed on Schedule I thereto, and Citicorp USA, Inc.,
dated as of November 13, 2001 (Incorporated by reference
to Exhibit 4.2 of the Company's Current Report on Form 8-K
dated November 28, 2001)
4-a(2) Pledge Agreement among the Company, each subsidiary listed
on Schedule I thereto, and Citicorp USA, Inc., dated as of
November 13, 2001 (Incorporated by reference to Exhibit
4.3 of the Company's Current Report on Form 8-K dated
November 28, 2001)
4-a(3) Indemnity, Subrogation and Contribution Agreement among
the Company, each subsidiary listed on Schedule I thereto,
and Citicorp USA, Inc., dated as of November 13, 2001
(Incorporated by reference to Exhibit 4.4 of the Company's
Current Report on Form 8-K dated November 28, 2001)
4-a(4) Guarantee Agreement among the Company, each subsidiary
listed on Schedule I thereto, and Citicorp USA, Inc.,
dated as of November 13, 2001 (Incorporated by reference
to Exhibit 4.5 of the Company's Current Report on Form 8-K
dated November 28, 2001)
4-b Form of Warrant Certificate (Incorporated by reference to
Exhibit 4.6 of the Company's Current Report on Form 8-K
dated November 28, 2001)
2
* 10-a Shareholders Agreement dated May 24, 1994 among the
Company and China Steel Corporation ("China Steel"), China
Development Corporation and Chiao Tung Bank (Incorporated
by reference to Exhibit 10(a) of Amendment No. 4 to the
Company's Form S-1 Registration Statement No. 33-92412)
* 10-b Technology Cooperation Agreement dated October 26, 1994
between the Company and Taisil Electronic Materials
Corporation ("Taisil") (Incorporated by reference to
Exhibit 10-b of Amendment No. 4 to the Company's Form S-1
Registration Statement No. 33-92412)
10-c Joint Venture Agreement dated August 28, 1990 among the
Company, Pohang Iron and Steel Company, Ltd. ("POSCO")
and Samsung Electronics Company, Ltd. ("Samsung")
(Incorporated by reference to Exhibit 10-c of Amendment
No. 1 to the Company's Form S-1 Registration Statement
No. 33-92412)
10-c(1) First Amendment to Joint Venture Agreement dated December
9, 1993 among the Company, POSCO and Samsung (Incorporated
by reference to Exhibit 10-d of Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 33-92412)
10-c(2) Second Amendment to Joint Venture Agreement dated December
30, 1994 among the Company, POSCO and Samsung
(Incorporated by reference to Exhibit 10-e of Amendment
No. 1 to the Company's Form S-1 Registration Statement No.
33-92412)
* 10-d Technical Agreement dated December 19, 1990 between
the Company and MEMC Korea Company ("MKC") (formerly,
POSCO HULS Company Ltd.) (Incorporated by reference to
Exhibit 10-d of the Company's Form 10-K for the Year ended
December 31, 1998)
* 10-d(1) Amendment to Technical Agreement dated as of January 1,
1995 between the Company and MKC (Incorporated by
reference to Exhibit 10-g of Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 33-92412)
10-d(2) Second Amendment to Technical Agreement effective as of
September 30, 1998 between the Company and MKC
(Incorporated by reference to Exhibit 10-g(1) of the
Company's Current Report on Form 8-K dated October 22,
1998)
* 10-d(3) Third Amendment to Technical Agreement effective as of
October 1, 1998 by and between the Company and MKC
(Incorporated by reference to Exhibit 10-d(3) of the
Company's Form 10-K for the Year Ended December 31, 1998)
* 10-e Shareholder's Agreement dated as of May 16, 1995
between the Company, MEMC Southwest Inc. ("MEMC
Southwest") and Texas Instruments Incorporated ("TI")
(Incorporated by reference to Exhibit 10-h of Amendment
No. 4 to the Company's Form S-1 Registration Statement No.
33-92412)
* 10-e(1) Second Amendment to Shareholders' Agreement dated as of
April 1, 2000 by and among the Company, MEMC Southwest and
TI (Incorporated by reference to Exhibit 10-e(1) of the
Company's Form 10-Q for the Quarter ended June 30, 2000)
* 10-f TI Purchase Agreement dated as of June 30, 1995 between
the Company, MEMC Southwest and TI (Incorporated by
reference to Exhibit 10-i of the Company's Form 10-Q for
the Quarter ended June 30, 1995)
* 10-f(1) Amendment to TI Purchase Agreement dated as of June 5,
1997, between MEMC Southwest and TI (Incorporated by
reference to Exhibit 10-i of the Company's Form 10-Q for
the Quarter ended June 30, 1997)
3
* 10-f(2) First Amendment to TI Purchase Agreement dated as of April
1, 2000 by and among the Company, MEMC Southwest and TI
(Incorporated by reference to Exhibit 10-f(2) of the
Company's Form 10-Q for the Quarter ended June 30, 2000)
10-g Lease Agreement Covering Silicon Wafer Operation Premises
dated June 30, 1995 between TI and MEMC Southwest
(Incorporated by reference to Exhibit 10-j of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-g(1) Sublease Agreement covering Silicon Wafer Operation
Premises dated June 30, 1995 between TI and MEMC Southwest
(Incorporated by reference to Exhibit 10-j(1) of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
* 10-g(2) First Amendment to Lease Agreement dated as of April 1,
2000 between TI and MEMC Southwest (Incorporated by
reference to Exhibit 10-g(2) of the Company's Form 10-Q
for the Quarter ended June 30, 2000)
* 10-g(3) First Amendment to Sublease Agreement dated as of April 1,
2000 between TI and MEMC Southwest (Incorporated by
reference to Exhibit 10-g(3) of the Company's Form 10-Q
for the Quarter ended June 30, 2000)
* 10-h Technology Transfer Agreement dated as of June 30, 1995
between the Company, TI and MEMC Southwest (Incorporated
by reference to Exhibit 10-k of the Company's Form 10-Q
for the Quarter ended June 30, 1995)
10-i Registration Rights Agreement by and among the Company,
TPG Wafer Holdings LLC and the Guarantors specified
therein, dated as of November 13, 2001 (Incorporated by
reference to Exhibit 10.2 of the Company's Current Report
on Form 8-K dated November 28, 2001)
10-j Form of Master Reserve Volume Agreement (Incorporated by
reference to Exhibit 10-m of the Company's Form 10-K for
the Year ended December 31, 1995)
10-k Management Advisory Agreement between the Company and TPG
GenPar III, L.P., dated as of November 13, 2001
(Incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K dated November 28,
2001)
10-m MEMC Technology License Agreement dated as of July 31,
1995, between Albemarle Corporation and the Company
(Incorporated by reference to Exhibit 10-tt of the
Company's Form 10-K for the Year ended December 31, 1995)
* 10-n Seller Technology License Agreement dated as of July 31,
1995, among Albemarle Corporation, the Company, and MEMC
Pasadena, Inc. (Incorporated by reference to Exhibit 10-ll
of the Company's Form 10-K/A Amendment No. 2 for the Year
ended December 31, 1997)
* 10-o Technology Purchase Agreement dated as of July 31, 1995,
among Albemarle Corporation and the Company (Incorporated
by reference to Exhibit 10-mm of the Company's Form 10-K/A
Amendment No. 2 for the Year ended December 31, 1997)
10-p Ground Lease Agreement dated as of July 31, 1995, between
Albemarle Corporation and MEMC Pasadena, Inc.
(Incorporated by reference to Exhibit 10-nn of the
Company's Form 10-K/A Amendment No. 2 for the Year ended
December 31, 1997)
4
10-p(1) Amendment to Ground Lease Agreement dated as of May 31,
1997, between the Company, MEMC Pasadena, Inc., and
Albemarle Corporation (Incorporated by reference to
Exhibit 10-nn(1) of the Company's Form 10-K/A Amendment
No. 2 for the Year ended December 31, 1997)
10-s Share Sale and Purchase Agreement dated as of September
7, 2000 by and between Pohang Iron & Steel Co., Ltd. and
the Company (Incorporated by reference to Exhibit 10-s of
the Company's Form 10-Q for the Quarter ended September
30, 2000)
+ 10-aa Employment Agreement effective as of February 10, 1999
between the Company and Julius R. Glaser (Incorporated by
reference to Exhibit 10-aa of the Company's Form 10-K for
the Year ended December 31, 2000)
+ 10-bb The Company Supplemental Executive Pension Plan 1998
Restatement (Incorporated by reference to Exhibit 10-bb of
the Company's Form 10-K for the Year ended December 31,
2000)
+ 10-cc The Company 1995 Equity Incentive Plan as Amended and
Restated on August 3, 2000 (Incorporated by reference to
Exhibit 10-cc of the Company's Form 10-Q for the Quarter
ended June 30, 2000)
+ 10-cc(1) First Amendment to MEMC Electronic Materials, Inc. 1995
Equity Incentive Plan[P]
+ 10-cc(2) Form of Stock Option and Restricted Stock Agreement
(Incorporated by reference to Exhibit 10-t(1) of the
Company's Form 10-K for the Year ended December 31, 1995)
+ 10-cc(3) Form of Stock Option and Performance Restricted Stock
Agreement (Incorporated by reference to Exhibit 10-yy of
the Company's Form 10-K for the Year ended December 31,
1995)
+ 10-cc(4) Form of Stock Option Agreement (Incorporated by reference
to Exhibit 10-zz of the Company's Form 10-K for the Year
ended December 31, 1995)
+ 10-cc(5) Form of Stock Option and Performance Restricted Stock
Agreement (Incorporated by reference to Exhibit 10-nnn of
the Company's Form 10-Q for the Quarter ended March 31,
1997)
+ 10-cc(6) Form of Stock Option Agreement (Incorporated by reference
to Exhibit 10-ooo of the Company's Form 10-Q for the
Quarter ended March 31, 1997)
+ 10-cc(7) Form of Stock Option Agreement (Nonemployee Directors)
(Incorporated by reference to Exhibit 10-ppp of the
Company's Form 10-Q for the Quarter ended March 31, 1997)
+ 10-cc(8) Form of Stock Option Agreement (Incorporated by reference
to Exhibit 10-cc(7) of the Company's Form 10-K for the
Year ended December 31, 1999)
+ 10-dd MEMC Electronic Materials, Inc. 2001 Annual Incentive
Plan (Incorporated by reference to Exhibit 10-dd of the
Company's Form 10-Q for the Quarter ended March 31, 2001)
+ 10-ee Employment Agreement effective as of June 16, 1995 between
the Company and James M. Stolze (Incorporated by reference
to Exhibit 10-ee of Amendment No. 1 to the Company's Form
S-1 Registration Statement No. 33-92412)
5
+ 10-ff Stock Option Grant Agreement (Incorporated herein by
reference to Exhibit 99.1 to the Company's Form S-8
Registration Statement filed March 1, 2002)
+ 10-gg Stock Option Grant Agreement (Incorporated herein by
reference to Exhibit 99.2 to the Company's Form S-8
Registration Statement filed March 1, 2002)
+ 10-ll Employment Agreement effective as of April 1, 1998 between
the Company and Klaus R. von Horde (Incorporated by
reference to Exhibit 10-uuu of the Company's Form 10-Q for
the Quarter ended June 30, 1998)
+ 10-ll(1) Employment Agreement effective as of February 17, 1999
between the Company and Klaus R. von Horde (Incorporated
by reference to Exhibit 10-5 of Amendment No. 4 to the
Company's Form S-3 Registration Statement No. 333-65973)
+ 10-oo Consulting Agreement dated December 4, 2000 between the
Company and Marcel Coinne (Incorporated by reference to
Exhibit 10-oo(1) of the Company's Form 10-K for the Year
ended December 31, 2000)
+ 10-pp MEMC Electronic Materials, Inc. Severance Plan for Senior
Officers (Incorporated by reference to Exhibit 10-pp of
the Company's Form 10-Q for the Quarter ended September
30, 1999)
10-aaa U.S. $25,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-aaa of the
Company's Form 10-K for the Year ended December 31, 2000)
10-bbb U.S. $10,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-bbb of the
Company's Form 10-K for the Year ended December 31, 2000)
10-ccc U.S. $75,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-ccc of the
Company's Form 10-K for the Year ended December 31, 2000)
10-ddd U.S. $75,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-ddd of the
Company's Form 10-K for the Year ended December 31, 2000)
10-eee JPY 1,000,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-eee of the
Company's Form 10-K for the Year ended December 31, 2000)
10-fff JPY 1,000,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-fff of the
Company's Form 10-K for the Year ended December 31, 2000)
10-ggg JPY 1,000,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-ggg of the
Company's Form 10-K for the Year ended December 31, 2000)
6
10-hhh JPY 1,000,000,000 Amended and Restated Credit Agreement
between the Company and E.ON AG dated as of December 31,
2000 (Incorporated by reference to Exhibit 10-hhh of the
Company's Form 10-K for the Year ended December 31, 2000)
10-iii U.S. $75,000,000 Amended and Restated Revolving Credit
Agreement between the Company and E.ON AG dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-iii of the Company's Form 10-K for the Year ended
December 31, 2000)
10-jjj U.S. $100,000,000 Amended and Restated Revolving Credit
Agreement between the Company and E.ON AG dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-jjj of the Company's Form 10-K for the Year ended
December 31, 2000)
10-kkk U.S. $10,000,000 Amended and Restated Overnight Loan
Agreement between the Company and E.ON North America, Inc.
dated as of December 31, 2000 (Incorporated by reference
to Exhibit 10-kkk of the Company's Form 10-K for the Year
ended December 31, 2000)
10-lll U.S.$10,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-lll of the Company's Form 10-K for the Year ended
December 31, 2000)
10-mmm U.S. $40,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-mmm of the Company's Form 10-K for the Year ended
December 31, 2000)
10-nnn U.S. $10,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-nnn of the Company's Form 10-K for the Year ended
December 31, 2000)
10-ooo U.S. $30,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-ooo of the Company's Form 10-K for the Year ended
December 31, 2000)
10-ppp U.S. $50,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-ppp of the Company's Form 10-K for the Year ended
December 31, 2000)
10-qqq U.S. $25,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-qqq of the Company's Form 10-K for the Year ended
December 31, 2000)
10-rrr U.S. $50,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-rrr of the Company's Form 10-K for the Year ended
December 31, 2000)
10-sss U.S. $50,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-sss of the Company's Form 10-K for the Year ended
December 31, 2000)
10-ttt U.S. $75,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-ttt of the Company's Form 10-K for the Year ended
December 31, 2000)
7
10-uuu U.S. $50,000,000 Amended and Restated Credit Agreement
between the Company and Fidelia Corporation dated as of
December 31, 2000 (Incorporated by reference to Exhibit
10-uuu of the Company's Form 10-K for the Year ended
December 31, 2000)
10-vvv Euro 55,000,000 Amended and Restated Credit Agreement
dated as of September 22, 2001 between MEMC Electronic
Materials, S.p.A. and TPG Wafer Partners LLC (as assignee
of E.ON International Finance B.V.) (Incorporated by
reference to Exhibit 10-vvv of the Company's Form 10-Q for
the Quarter ended September 30, 2001)
10-vvv(1) Amended and Restated Guaranty Agreement dated as of
September 22, 2001 between the Company and and TPG Wafer
Partners LLC (as assignee of E.ON International B.V.)
(Incorporated by reference to Exhibit 10-vvv(1) of the
Company's Form 10-Q for the Quarter ended September 30,
2001)
10-www Revolving Credit Agreement, dated as of December 21, 2001,
among the Company, the lenders party thereto, and Citicorp
USA, Inc. (Incorporated by reference to Exhibit 10.7 of
the Company's Current Report on Form 8-K dated January 14,
2002)
10-www(1) Security Agreement, dated as of December 21, 2001, among
the Company, each subsidiary listed on Schedule I thereto,
and Citicorp USA, Inc. (Incorporated by reference to
Exhibit 10.8 of the Company's Current Report on Form 8-K
dated January 14, 2002)
10-www(2) Pledge Agreement, dated as of December 21, 2001, among the
Company, each subsidiary listed on Schedule I thereto, and
Citicorp USA, Inc. (Incorporated by reference to Exhibit
10.9 of the Company's Current Report on Form 8-K dated
January 14, 2002)
10-www(3) Indemnity, Subrogation and Contribution Agreement, dated
as of December 21, 2001, among the Company, each
subsidiary listed on Schedule I thereto, and Citicorp USA,
Inc. (Incorporated by reference to Exhibit 10.10 of the
Company's Current Report on Form 8-K dated January 14,
2002)
10-www(4) Guarantee Agreement, dated as of December 21, 2001, among
the Company, each subsidiary listed on Schedule I thereto,
and Citicorp USA, Inc. (Incorporated by reference to
Exhibit 10.11 of the Company's Current Report on Form 8-K
dated January 14, 2002)
10-xxx Reimbursement Agreement, dated as of December 21, 2001
by and among the Company, TPG Partners III, L.P.,
TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent
Mezzanine Trust III, Green Equity Investors III, L.P. and
Green Equity Investors Side III, L.P., and Citicorp USA,
Inc. (Incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K dated January 14,
2002)
10-xxx(1) Amended and Restated Security Agreement, dated as of
December 21, 2001, among the Company, each subsidiary
listed on Schedule I thereto, and Citicorp USA, Inc.
(Incorporated by reference to Exhibit 10.2 of the
Company's Current Report on Form 8-K dated January 14,
2002)
10-xxx(2) Amended and Restated Pledge Agreement, dated as of
December 21, 2001, among the Company, each subsidiary
listed on Schedule I thereto, and Citicorp USA, Inc.
(Incorporated by reference to Exhibit 10.3 of the
Company's Current Report on Form 8-K dated January 14,
2002)
8
10-xxx(3) Amended and Restated Indemnity, Subrogation and
Contribution Agreement, dated as of December 21, 2001,
among the Company, each subsidiary listed on Schedule I
thereto, and Citicorp USA, Inc. (Incorporated by reference
to Exhibit 10.4 of the Company's Current Report on Form
8-K dated January 14, 2002)
10-xxx(4) Amended and Restated Guarantee Agreement, dated as of
December 21, 2001, among the Company, each subsidiary
listed on Schedule I thereto, and Citicorp USA, Inc.
(Incorporated by reference to Exhibit 10.5 of the
Company's Current Report on Form 8-K dated January 14,
2002)
10-yyy U.S. $50,000,000 Second Amended and Restated Revolving
Credit Agreement dated as of September 4, 2001 among the
Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by
reference to Exhibit 10-yyy of the Company's Form 10-Q for
the Quarter ended September 30, 2001)
10-yyy(1) Amendment No. 1 to the Second and Restated Revolving
Credit Agreement dated as of September 28, 2001 among the
Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by
reference to Exhibit 10-yyy(1) of the Company's Form 10-Q
for the Quarter ended September 30, 2001)
10-yyy(2) Amended and Restated Security Agreement dated as of July
26, 2001 among the Company, MEMC Pasadena, Inc. and E.ON
AG (Incorporated by reference to Exhibit 10-yyy(2) of the
Company's Form 10-Q for the Quarter ended September 30,
2001)
10-yyy(3) Amendment No 1. to the Security Agreement dated September
4, 2001 among the Company, MEMC Pasadena, Inc. and E.ON AG
(Incorporated by reference to Exhibit 10-yyy(3) of the
Company's Form 10-Q for the Quarter ended September 30,
2001)
10-yyy(4) Amended and Restated Pledge Agreement dated as of
September 28, 2001 between the Company and E.ON AG
(Incorporated by reference to Exhibit 10-yyy(4) of the
Company's Form 10-Q for the Quarter ended September 30,
2001)
10-yyy(5) Pledge Agreement dated as of September 28, 2001 between
the Company and E.ON AG (Incorporated by reference to
Exhibit 10-yyy(5) of the Company's Form 10-Q for the
Quarter ended September 30, 2001)
10-zzz Termination and Funding Agreement, dated as of December
21, 2001, by and among the Company, TPG Wafer Credit
Partners LLC, T(3) Partners II, L.P., T(3) Parallel II,
L.P., TCW/Crescent Mezzanine Partners III, L.P.,
TCW/Crescent Mezzanine Trust III, Green Equity Investors
III, L.P., Green Equity Investors Side III, L.P., and
Citicorp USA, Inc. (Incorporated by reference to Exhibit
10.6 of the Company's Current Report on Form 8-K dated
January 14, 2002)
13 Pages F-1 and F-18 through F-45 and the back cover of the
Company's 2001 Annual Report
21 Subsidiaries of the Company[P]
23 Consent of KPMG LLP
24 Powers of Attorney submitted by Robert Boehlke, Richard
Boyce, Jean-Marc Chapus, James Coulter, John Danhakl, John
Marren, C. Douglas Marsh, William E. Stevens and William
Watkins[P]
9
- ----------
* Confidential treatment of certain portions of these documents has been
granted.
+ These Exhibits constitute all management contracts, compensatory plans and
arrangements required to be filed as an Exhibit to this form pursuant to
Item 14(c) of this report.
[P] Previously filed
(b) REPORTS ON FORM 8-K
During the fourth quarter of 2001, we filed the following two (2) current
reports on Form 8-K:
Item 1 and Item 7 Form 8-K filed on October 15, 2001; and
Item 1(a), Item 2 and Item 7 Form 8-K filed on November 28, 2001.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MEMC ELECTRONIC MATERIALS, INC.
By: /S/ JAMES M. STOLZE
-----------------------------------------
James M. Stolze
Executive Vice President and
Chief Financial Officer
Date: May 24, 2002
11
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
MEMC Electronic Materials, Inc.
Under date of March 1, 2002, we reported on the consolidated balance sheets
of MEMC Electronic Materials, Inc. and subsidiaries as of December 31, 2001 and
2000, and the related consolidated statements of operations, stockholders'
equity (deficiency) and cash flows for the periods from January 1, 2001 through
November 13, 2001 and from November 14, 2001 through December 31, 2001 and for
each of the years in the two-year period ended December 31, 2000, as contained
in the 2001 annual report to stockholders. These consolidated financial
statements and our report thereon are incorporated by reference in the annual
report on Form 10-K/A (Amendment No. 2) for the year 2001. In connection with
our audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedule as listed in item 14(a)(2) of
this Form 10-K. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 2 to the Consolidated Financial Statements, MEMC's
former majority shareholder divested of its interest in MEMC to an unaffiliated
investor group. The transaction has been accounted for as a purchase, and the
investor group's basis in MEMC has been pushed-down to the MEMC accounting
records creating a new basis of accounting, effective November 13, 2001. As a
result of the acquisition, the consolidated financial information for the period
after the acquisition is presented on a different cost basis than that for the
periods before the acquisition and, therefore, is not comparable.
/s/ KPMG LLP
St. Louis, Missouri
March 1, 2002
F-1
MEMC ELECTRONIC MATERIALS, INC.
AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
<Table>
<Caption>
CHARGED
BALANCE AT CHARGED TO TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS -- DEDUCTIONS -- END OF
OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Allowance for doubtful accounts:
Year ended December 31, 1999 ...... 2,853 653 (91)(A) (1,006)(B) 2,409
Year ended December 31, 2000 ...... 2,409 689 3(A)(E) (12)(B) 3,089
Year ended December 31, 2001 ... 3,089 419 (115)(A) (52)(B) 3,341
========== ========== ========== ========== ==========
Inventory reserves:
Year ended December 31, 1999 ...... 16,709 6,342(D) (942)(A) (9,403)(C) 12,706
Year ended December 31, 2000 ... 12,706 7,136(D) (413)(A) (8,898)(C) 10,531
Year ended December 31, 2001 ...... 10,531 16,152(D) (1,075)(A) (8,115)(C) 17,493
========== ========== ========== ========== ==========
Spare parts reserves:
Year ended December 31, 1999 ...... 2,893 2,060(D) 676(A) (1,650)(C) 3,979
Year ended December 31, 2000 ...... 3,979 3,246(D) 12(A) (809)(C) 6,428
Year ended December 31, 2001 ... 6,428 3,060(D) 723(A) (1,991)(C) 8,220
========== ========== ========== ========== ==========
</Table>
- --------------
(A) Currency fluctuations
(B) Write-off of uncollectible accounts
(C) Write-off of inventory
(D) Charged to cost of goods sold
(E) Increase due to consolidation of MEMC Korea Company
F-2
EXHIBIT INDEX
The following exhibits are filed as part of this report:
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
13 Pages F-1 and F-18 through F-45 and the back cover of
the Company's 2001 Annual Report
23 Consent of KPMG LLP
</Table>