-----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, JsDZPYQf32V3YzO6m+/BJAXblAI6abG5B4IKmU0aDQkLfq9BH15SW5CDbs1hvb8b 32br2P+pCgN0JBqLBl/7jg== 0000922423-05-002012.txt : 20051219 0000922423-05-002012.hdr.sgml : 20051219 20051219163509 ACCESSION NUMBER: 0000922423-05-002012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051215 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMI INC CENTRAL INDEX KEY: 0001041577 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061481060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16239 FILM NUMBER: 051273029 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 8-K 1 kl12043_8-k.txt FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2005 --------- ATMI, INC. (Exact name of registrant as specified in its charter) Delaware 1-16239 06-1481060 (State or other (Commission file number) (I.R.S. employer jurisdiction of identification no.) incorporation or organization) 7 Commerce Drive Danbury, Connecticut 06810 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (203) 794-1100 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - ------------------------------------------------------------------------------ Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Offers. (d) On December 15, 2005, the Board of Directors (the "Board") of ATMI, Inc. (the "Company"), elected Frederick C. Flynn to the Board. Mr. Flynn will serve as a Class I director until the Company's 2007 annual meeting of stockholders. In addition, Mr. Flynn was elected to the Audit Committee of the Board. Pursuant to Article III, Section 3.1 of the Company's Amended and Restated By-laws, the Board expanded its size from 7 to 8, effective December 15, 2005; Mr. Flynn fills the vacancy created by such expansion. A copy of the press release issued by the Company on December 19, 2005, announcing the election of Mr. Flynn as a director, is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press release issued by ATMI, Inc. on December 19, 2005, announcing the election of Frederick C. Flynn to its Board of Directors effective December 15, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, ATMI, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 19, 2005 ATMI, INC. By: /s/ Daniel P. Sharkey ---------------------------------- Name: Daniel P. Sharkey Title: Vice President, Treasurer and Chief Financial Officer EX-99 2 kl12043_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE For Immediate Release - --------------------- ATMI APPOINTS NEW BOARD MEMBER DANBURY, CT -- December 19, 2005 -- ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and materials packaging to the world's leading semiconductor manufacturers, today announced the appointment of Frederick C. Flynn, Jr. to its Board of Directors. Gene Banucci, Chairman of the Board of ATMI, said, "Fred's extensive financial management experience with technology-based companies, spanning small, fast-growing businesses to large global corporations, fits well with our needs, particularly considering ATMI's exciting global growth potential." Mr. Flynn most recently served as Senior Vice President-Finance & Administration, Chief Financial Officer, and as a member of the Board of Directors of CUNO Incorporated, having been appointed to these positions in 1999. He recently retired from CUNO following the acquisition of CUNO by 3M Company in August 2005. Before joining CUNO, he was Senior Vice President and Chief Financial Officer of GE Capital Information Technology Solutions (1997-1998), Senior Vice President and Chief Financial Officer of National Medical Care, Inc. (1995-1996) and spent sixteen years with United Technologies Corporation in a variety of senior financial management positions, including the role of Vice President-Treasurer (1989-1995). Mr. Flynn received his B.S. degree in Economics from Boston College in 1972, and earned an M.B.A. degree in Finance from the University of Connecticut in 1975. -more- ATMI Appoints New Board Member -- Page 2 ATMI provides specialty materials and materials packaging to the worldwide semiconductor industry. As the Source of Semiconductor Process Efficiency, ATMI helps customers improve wafer yields and lower operating costs. For more information, please visit atmi.com. --------- Statements contained herein that relate to ATMI's future performance, including, without limitation, statements with respect to ATMI's anticipated results of operations or level of business for 2005 or any other future period, are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only and are subject to certain risks, uncertainties, and assumptions, including, but not limited to, changes in semiconductor industry growth (including, without limitation, wafer starts) or ATMI's markets; competition, problems, or delays developing and commercializing new products; problems or delays in integrating acquired operations and businesses; and other factors described in ATMI's filings with the Securities and Exchange Commission. Such risks and uncertainties may cause actual results to differ materially from those expressed in our forward-looking statements. ATMI undertakes no obligation to update any forward-looking statements. # # # # For more information contact: Dean Hamilton ATMI Investor Relations & Corporate Communications 203.207.9349 Direct 203.794.1100 x4202 dhamilton@atmi.com ------------------ -----END PRIVACY-ENHANCED MESSAGE-----