-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFWyafDcQs/i9bv9gg9ap+bq1i7oSwJg0jyUdvsa20ByH6S2krsmXEnDwAo30nJS qs14aAg4jcmWjX9BeAEQRQ== 0001047469-98-013761.txt : 19980406 0001047469-98-013761.hdr.sgml : 19980406 ACCESSION NUMBER: 0001047469-98-013761 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980403 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATMI INC CENTRAL INDEX KEY: 0001041577 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 061481060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51731 FILM NUMBER: 98587539 BUSINESS ADDRESS: STREET 1: 7 COMMERCE DRIVE CITY: DANBURY STATE: CT ZIP: 06810-4169 BUSINESS PHONE: 2037941100 MAIL ADDRESS: STREET 1: 7 COMMERCE DRVIE CITY: DANBURY STATE: CT ZIP: 06810-4169 FORMER COMPANY: FORMER CONFORMED NAME: ATMI HOLDINGS INC DATE OF NAME CHANGE: 19970625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWRENCE LAMONTE H CENTRAL INDEX KEY: 0001045348 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 550 WEST JUANITA CITY: MESA STATE: AZ ZIP: 88210 BUSINESS PHONE: 6026684000 MAIL ADDRESS: STREET 1: 550 WEST JUANITA CITY: MESA STATE: AZ ZIP: 88210 SC 13D 1 SCH13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* ATMI, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 00207R101 ----------------- (CUSIP Number) Lamonte H. Lawrence c/o Lawrence Semiconductor Research Laboratory, Inc. 2300 West Huntington Drive Tempe, Arizona 85282 (602) 438-2300 with a copy to: Jonathan Freedman Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019-6092 (212) 259-8000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 26, 1998 ------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| . Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------------------- --------------------------------- CUSIP NO. 00207R101 PAGE 2 OF 7 PAGES - ---------------------------------- --------------------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lamonte H. Lawrence - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| Not Applicable - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------- ------ ------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,073,922 BENEFICIALLY ------ ------------------------------------------------------ 8 SHARED VOTING POWER OWNED BY None EACH ------ ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER REPORTING 2,073,922 PERSON ------ ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH None - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,922 - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------ ------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 1 to the Statement on Schedule 13D of Lamonte H. Lawrence (the "Schedule 13D") which was filed with the Securities and Exchange Commission on October 14, 1997 relates to the common stock, par value $.01 per share, of ATMI, Inc., a Delaware corporation (the "ATMI Common Stock"). Capitalized terms used but not defined herein are as defined in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby supplemented by the addition of the following: In March 1998, Mr. Lawrence received 41,922 shares of ATMI Common Stock pursuant to a post-closing adjustment contemplated by the Merger Agreement. On March 31, 1998, Mr. Lawrence sold an aggregate of 1,308,484 shares of ATMI Common Stock pursuant to a registered public offering (the "Offering") to the underwriters (the "Underwriters") as contemplated by the Underwriting Agreement (the "Underwriting Agreement"), dated March 26, 1998 among ATMI, Inc., the Underwriters listed on Schedule I thereto and the selling stockholders listed on Schedules II and III thereto (the "Selling Stockholders"). In addition, Mr. Lawrence granted to the Underwriters an option to purchase 215,516 shares of ATMI Common Stock, exercisable no later than 30 days after the date of the execution of the Underwriting Agreement, solely to cover over-allotments. As of April 2, 1998, the Underwriters exercised such option in full (as well as options granted by ATMI, Inc. and the other Selling Stockholders). Upon completion of the Offering, Mr. Lawrence owns 10.1% of the outstanding shares of ATMI Common Stock. Except as previously disclosed, Mr. Lawrence does not have any plan or proposal which relates to or would result in any of the actions enumerated in Item 4 of the Schedule 13D, except that Mr. Lawrence may dispose of additional shares of ATMI Common Stock or may acquire shares of ATMI Common Stock, from time to time, depending upon market conditions, evaluation of alternative investments and other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) Mr. Lawrence beneficially owns 2,073,922 shares of ATMI Common Stock which represent approximately 10.1%(1) of all ATMI Common Stock outstanding as of the date hereof.* (b) Mr. Lawrence currently has the sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares of ATMI Common Stock referred to in paragraph (a) above.* ____________________ (1) Calculated based on ATMI, Inc.'s 1997 Annual Report on 10-K, dated as of March 2, 1998, which indicated 18,177,901 shares of ATMI Common Stock outstanding, plus an additional 2,257,291 shares of ATMI Common Stock issued by ATMI, Inc. pursuant to the Offering. Page 3 of 7 Pages (c) The only transaction involving the ATMI Common Stock by Mr. Lawrence involve (i) the issuance of shares of ATMI Common Stock to Mr. Lawrence pursuant to post-closing adustment contemplated by the Merger Agreement and (ii) the sale of 1,524,000 shares of ATMI Common Stock, in each case as described in Items 4 and 6 hereof. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of ATMI Common Stock beneficially owned by Mr. Lawrence.* (e) Not applicable. * Pursuant to California law, Regina Lawrence, the wife of Mr. Lawrence, holds a one-half community property interest in the shares of ATMI Common Stock held of record by Mr. Lawrence. Regina Lawrence disclaims beneficial ownership of such shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March 26, 1998, Mr. Lawrence, the other Selling Stockholders, ATMI, Inc. and the Underwriters entered into the Underwriting Agreement. Pursuant to the Underwriting Agreement, Mr. Lawrence agreed to sell 1,308,484 shares of ATMI Common Stock to the Underwriters at a sales price of $28.10 per share (net of underwriting commissions). In addition, Mr. Lawrence granted to the Underwriters an option to purchase an additional 215,516 shares of ATMI Common Stock at a sales price of $28.10 per share (net of underwriting commissions), exercisable within 30 days of the date of the execution of the Agreement, solely for purposes of covering over-allotments made in connection with the Offering. As of April 2, 1998, the Underwriters exercised such option in full (as well as options granted by ATMI, Inc. and the other Selling Stockholders). ATMI, Inc. and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute payments the Underwriters may be required to make in respect thereof. ATMI, Inc. has obtained an insurance policy providing the Selling Stockholders coverage with respect to the shares of ATMI Common Stock sold by the Selling Stockholders, including Mr. Lawrence. The premium with respect to such policy will be paid by ATMI, Inc. Mr. Lawrence as well as the other Selling Stockholders have agreed that, without the prior written consent of Hambrecht & Quist LLC, one of the Underwriters, they will not, directly or indirectly, sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of ATMI Common Stock or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire ATMI Common Stock or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences or ownership of ATMI Common Stock, whether any such transaction described above is settled by delivery of ATMI Common Stock or such other securities, in cash or otherwise, during the 90-day period after the date of the Underwriting Agreement, except that the Selling Stockholders may make certain transfers of ATMI Common Stock to members of their immediate family. A copy of the Underwriting Agreement is attached hereto as exhibit g and is incorporated herein by reference. Page 4 of 7 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBIT. (g) - Underwriting Agreement dated March 26, 1998 among the Underwriters, ATMI, Inc. and the Selling Stockholders, incorporated by reference to Exhibit 1.01 to Amendment No.1 to the Registration Statement on Form S-1 of ATMI, Inc., filed March 3, 1998 as originally filed on February 20, 1998 (File No. 33-46609). Page 5 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 2, 1998 /s/ Lamonte H. Lawrence --------------------------- Lamonte H. Lawrence Page 6 of 7 Pages EXHIBIT INDEX EXHIBIT LETTER DESCRIPTION (g) Underwriting Agreement, dated March 26, 1998 among the Underwriters, ATMI, Inc. and the Selling Stockholders, incorporated by reference to Exhibit 1.01 to Amendment No.1 to the Registration Statement on Form S-1 of ATMI, Inc., filed March 3, 1998 as originally filed on February 20, 1998 (File No. 33-46609). Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----