424B3 1 kl06016_424b3.txt 424B3 PROSPECTUS SUPPLEMENT Prospectus Supplement Filed pursuant to Rule 424(b)(3) (To Prospectus dated February 19, 2002) Registration No. 333-76378 ATMI, INC. ---------------------------- $115,000,000 Principal Amount of 5.25% Convertible Subordinated Notes Due November 15, 2006 and Shares of Common Stock Issuable Upon Conversion of the Notes ---------------------------- This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus dated February 19, 2002, including any amendments or supplements thereto. See "Risk Factors" beginning on page 6 of the prospectus to read about factors you should consider before purchasing the notes or our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ---------------------------- The information in this prospectus supplement concerning the selling securityholders supplements the statements set forth under the caption "Selling Securityholders" in the prospectus. Capitalized items used and not defined in this prospectus supplement shall have the meanings given to them in the prospectus. The information set forth under the caption "Selling Securityholders" in the prospectus is supplemented as follows: SELLING SECURITYHOLDERS We originally sold the notes on November 13, 2001 to Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The initial purchasers of the notes have advised us that the notes were resold in transactions exempt from the registration requirements of the Securities Act to "qualified institutional buyers", as defined in Rule 144A of the Securities Act. These subsequent purchasers, or their transferees, pledgees, donees or successors, may from time to time offer and sell any or all of the notes and/or shares of the common stock issuable upon conversion of the notes pursuant to this prospectus. The following table sets forth: (1) the name of each selling securityholder who has provided us with notice as of the date of this prospectus, as supplemented, pursuant to the registration rights agreement of its intent to sell or otherwise dispose of notes and/or shares of common stock issuable upon conversion of the notes pursuant to the registration statement, (2) the principal amount of notes and the number of shares of our common stock issuable upon conversion of the notes which they may sell from time to time pursuant to the registration statement, and (3) the amount of outstanding notes and our common stock beneficially owned by the selling securityholder prior to the offering, assuming no conversion of the notes. To our knowledge, no selling securityholder nor any of their affiliates has held any position or office with, been employed by or otherwise has had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. A selling securityholder may offer all or some portion of the notes and shares of the common stock issuable upon conversion of the notes. Accordingly, no estimate can be given as to the amount or percentage of notes or our common stock that will be held by the selling securityholders upon termination of sales pursuant to this prospectus. In addition, the selling securityholders identified below may have sold, transferred or disposed of all or a portion of their notes since the date on which they provided the information regarding their holdings in transactions exempt from the registration requirements of the Securities Act. The information contained under the column heading "Shares of Common Stock That May be Sold" assumes conversion of the full amount of the notes held by the holder at the initial rate of 45.0704 shares of common stock per each $1,000 principal amount of notes. This conversion rate is subject to adjustment, however, as described under "Description of Notes -- Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future.
Shares of Amount of Common Notes Stock Shares of Owned Amount of Owned Common Before Notes That Before Stock That Name Offering May Be Sold Offering May Be Sold --------------------------- ---------- ----------- -------- ----------- Alexandra Global Investment Fund 1, Ltd. ............. $ 6,000,000 $ 6,000,000 0 270,422 Amaranth LLC ................ $ 8,500,000 $ 8,500,000 0 383,098 Aristeia International Limited .................. $ 4,680,000 $ 4,680,000 0 210,929 Aristeia Partners, LP. ...... $ 1,320,000 $ 1,320,000 0 59,492 Bank Austria Cayman Islands, Ltd ...................... $ 4,960,000 $ 4,960,000 0 223,549 Bankgesellschaft Berlin AG .. $ 2,000,000 $ 2,000,000 0 90,140 BNP Paribas Equity Strategies SNC ........... $ 2,046,000 $ 2,046,000 24,179 92,214 Castle Convertible Fund, Inc. $ 250,000 $ 250,000 0 11,267 Convertible Securities Fund . $ 25,000 $ 25,000 0 1,126 Cooper Neff Convertible Strategies Fund .......... $ 787,000 $ 787,000 0 35,470 Deutsche Banc Alex Brown Inc. $ 3,599,000 $ 3,599,000 0 162,208 Fidelity Commonwealth Trust: Fidelity Mid-Cap Stock Fund ..................... $ 2,425,000 $ 2,425,000 0 109,295 Fidelity Financial Trust: Fidelity Convertible Securities Fund .......... $12,075,000 $12,075,000 0 544,225 First Union Securities Inc. . $ 500,000 $ 500,000 0 22,535 Goldman Sachs and Company ... $ 5,000,000 $ 5,000,000 0 225,352 -2- Shares of Amount of Common Notes Stock Shares of Owned Amount of Owned Common Before Notes That Before Stock That Name Offering May Be Sold Offering May Be Sold --------------------------- ---------- ----------- -------- ----------- Granville Capital Corporation $ 1,750,000 $ 1,750,000 0 78,873 HighBridge International LLC $22,500,000 $22,500,000 0 1,014,084 JP Morgan Securities Inc. ... $11,000,000 $11,000,000 4,000 495,774 KBC Financial Products USA Inc ...................... $ 1,650,000 $ 1,650,000 0 74,366 Lincoln National Global Asset Allocation Fund, Inc $ 30,000 $ 30,000 0 1,352 Man Convertible Bond Master Fund, Ltd. ............... $ 1,761,000 $ 1,761,000 0 79,368 McMahan Securities Co. LP. .. $ 173,000 $ 173,000 0 7,797 Nations Convertible Securities Fund .......... $ 585,000 $ 585,000 0 26,366 Nations Equity Income Fund .. $ 140,000 $ 140,000 0 6,309 Oakwood Healthcare, Inc. .... $ 115,000 $ 115,000 0 5,183 Pioneer High Yield Fund ..... $ 1,000,000 $ 1,000,000 0 45,070 Putnam Asset Allocation Funds-Balanced Portfolio . $ 210,000 $ 210,000 0 9,464 Putnam Asset Allocation Funds-Conservative Portfolio ................ $ 160,000 $ 160,000 0 7,211 Putnam Convertible Income-Growth Trust ...... $ 1,450,000 $ 1,450,000 0 65,352 Putnam Convertible Opportunities and Income Trust .................... $ 50,000 $ 50,000 0 2,253 Putnam Variable Trust-Putnam VT Global Asset Allocation Fund .......... $ 50,000 $ 50,000 0 2,253 Ramius Capital Group ........ $ 500,000 $ 500,000 0 22,535 RCG Halifax Master Fund, Ltd. $ 300,000 $ 300,000 0 13,521 RCG Latitude Master Fund, Ltd ...................... $ 2,740,000 $ 2,740,000 0 123,492 RCG Multi Strategy, LP. ..... $ 2,000,000 $ 2,000,000 0 90,140 Sage Capital ................ $ 3,000,000 $ 3,000,000 0 135,211 St. Thomas Trading, Ltd. .... $ 4,651,000 $ 4,651,000 0 209,622 Sturgeon Limited ............ $ 267,000 $ 267,000 0 12,033 Sunrise Partners LLC ........ $ 5,500,000 $ 5,500,000 0 247,887 TQA Master Fund, Ltd. ....... $ 4,000,000 $ 4,000,000 0 180,281 TQA Master Plus Fund, Ltd ...................... $ 2,000,000 $ 2,000,000 0 90,140 UBS AG London Branch ........ $ 5,000,000 $ 5,000,000 0 225,352 Victory Capital Management as Trustee for Parker Key/Convertible .......... $ 40,000 $ 40,000 0 1,802
If, after the date of this prospectus, a securityholder notifies us pursuant to the registration rights agreement of its intent to dispose of notes or common stock issuable upon conversion of the notes pursuant to the registration statement, we may supplement this prospectus to include that information. The date of this prospectus supplement is June 18, 2002. -3-