-----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, Lq7ZEK93ojvWIgPuXPnbteRKc4TyaKztc9Jm/SAIYFvdJePD0yQWmnS7BircesWu 2zcfjEuXV+73hpOwkJI2MA== 0000950109-98-002114.txt : 19980327 0000950109-98-002114.hdr.sgml : 19980327 ACCESSION NUMBER: 0000950109-98-002114 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-46609 FILED AS OF DATE: 19980326 EFFECTIVENESS DATE: 19980326 SROS: NASD FILER: 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: S-1MEF SEC ACT: SEC FILE NUMBER: 333-48673 FILM NUMBER: 98573611 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 S-1MEF 1 FORM S-1 PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission on March 26, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ATMI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 3559 06-1481060 (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification No.) Incorporation or Organization) ----------------------------- 7 Commerce Drive Danbury, Connecticut 06810 (203) 794-1100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ----------------------------- Eugene G. Banucci, Ph.D. Chief Executive Officer ATMI, Inc. 7 Commerce Drive Danbury, Connecticut 06810 (203) 794-1100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------------------- Copies to: Donna L. Brooks, Esq. John A. Burgess, Esq. Shipman & Goodwin LLP Hale and Dorr LLP One American Row 60 State Street Hartford, Connecticut 06103 Boston, Massachusetts 02109 Telephone No.: (860) 251-5000 Telephone No.: (617) 526-6000 Facsimile No.: (860) 251-5999 Facsimile No.: (617) 526-5000 ----------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-46609 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed Maximum Maximum Title of Each Class Amount Offering Aggregate Amount of of Securities to be to be Price per Offering Registration Registered Registered (1) Share (2) Price Fee - ------------------------------------------------------------------------------------- Common Stock, par value $.01....................... 828,000 $29.50 $24,426,000.00 $7,205.67 =====================================================================================
(1) Includes up to 108,000 shares of Common Stock which the Underwriters have the option to purchase from the Company and the Selling Stockholders to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. - -------------------------------------------------------------------------------- ================================================================================ EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This Registration Statement is being filed in connection with the registration of additional shares of Common Stock, par value $.01 per share, of ATMI, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective Registration Statement (File No. 333-46609) are incorporated in this Registration Statement by reference. The required opinions, consents and powers of attorney are listed on an Exhibit Index attached hereto and filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on March 26, 1998. ATMI, Inc. By:/s/ Eugene G. Banucci ---------------------------------------------- Eugene G. Banucci, President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY Know All Persons by These Presents, that each person whose signature appears below constitutes and appoints Eugene G. Banucci and Daniel P. Sharkey, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including without limitation, post-effective amendments) to this registration statement, to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. ------------------- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Eugene G. Banucci President, Chief Executive Officer, March 26, 1998 - ---------------------- Chairman of the Board and Director Eugene G. Banucci (principal executive officer) /s/ Daniel P. Sharkey Vice President, Treasurer March 26, 1998 - ---------------------- and Chief Financial Officer Daniel P. Sharkey (principal financial and accounting officer) /s/ Mark A. Adley Director March 26, 1998 - ---------------------- Mark A. Adley /s/ John A. Armstrong Director March 26, 1998 - ---------------------- John A. Armstrong /s/ Robert S. Hillas Director March 26, 1998 - ---------------------- Robert S. Hillas /s/ Lamonte H. Lawrence Director March 26, 1998 - ----------------------------- Lamonte H. Lawrence /s/ Stephen H. Mahle Director March 26, 1998 - ----------------------------- Stephen H. Mahle /s/ Stephen H. Siegele Director March 26, 1998 - ----------------------------- Stephen H. Siegele EXHIBIT INDEX Sequentially ------------ Exhibit No. Description Numbered Page - ----------- ----------- ------------- 5.01 Opinion and Consent of Shipman & Goodwin LLP, as to the legality of the shares to be registered. 23.01 Consent of Shipman & Goodwin LLP, included in opinion filed as Exhibit 5.01. 23.02 Consent of Ernst & Young LLP. 23.03 Consent of Price Waterhouse LLP. 23.04 Consent of Intellectual Property/Technology Law, patent counsel to the Registrant. 24.01 Power of Attorney, included in the signature page of this registration statement. EX-5.01 2 OPINION AND CONSENT OF SHIPMAN & GOODWIN LLP EXHIBIT 5.01 Shipman & Goodwin LLP One American Row Counselors at Law Hartford, CT 06103-2819 TEL: (860) 251-5000 March 26, 1998 ATMI, Inc. 7 Commerce Drive Danbury, Connecticut 06810 Ladies and Gentlemen: In connection with the registration pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), of 828,000 shares of the Common Stock, par value $.01 per share (the "Common Stock"), of ATMI, Inc., a Delaware corporation (the "Company") which, together with the shares registered on the Company's effective registration statement (File No. 333- 46609), comprises an offering of an aggregate of up to 5,428,000 shares of Common Stock, of which the Company proposes to issue up to 2,257,291 shares of its authorized but unissued Common Stock (the "Company Shares") and certain stockholders propose to sell up to 3,170,709 outstanding shares of Common Stock (the "Stockholder Shares"), pursuant to a public offering, we have examined, as counsel to the Company, the Registration Statement on Form S-1 (and the prospectus incorporated by reference therein) to be filed under the Securities Act and such other documents as we have deemed necessary or appropriate in order to express the opinions set forth below. In connection with our opinions hereinafter given, we have examined and relied upon originals, or copies, certified or otherwise, identified to our satisfaction, of such agreements, documents, certificates and other statements of government officials, corporate officers and representatives and other documents as we have deemed relevant and necessary as a basis for such opinions. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. Based upon the foregoing, we are of the opinion that (a) when (i) the Registration Statement shall have become effective under the Securities Act, and (ii) the Company Shares shall have been issued and delivered against payment therefor as contemplated in the Registration Statement, the Company Shares will be legally and validly issued, fully paid and non-assessable and (b) the Stockholder Shares have been legally and validly issued and are fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the prospectus incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Shipman & Goodwin LLP EX-23.02 3 CONSENT OF ERNST & YOUNG LLP. Exhibit 23.02 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference of our report dated February 11, 1998, in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of ATMI, Inc. for the registration of 828,000 shares of its common stock. Our report, incorporated herein, is included in the Registration Statement on Form S-1 (No. 333-46609) of ATMI, Inc. /s/ Ernst & Young LLP Stamford, Connecticut March 25, 1998 EX-23.03 4 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.03 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of ATMI, Inc., of our report dated May 17, 1997, except for the last paragraph of Note 3 which is as of July 29, 1997 and the last paragraph of Note 6 which is as of December 18, 1997, relating to the combined financial statements of Lawrence Semiconductor Laboratories, Inc. and Affiliate. Our report, incorporated herein, is included in the Registration Statement on Form S-1 (No. 333-46609) of ATMI, Inc.; however, it should be noted that such financial statements are not presented separately in such Form S-1. We also consent to the application of such report to the Financial Statement Schedule for the two years ended December 31, 1996 incorporated by reference into this Registration Statement when such schedule is read in conjunction with the financial statements referred to in our report. We also consent to the reference to us under the heading of "Experts" in such Registration Statement. /s/ Price Waterhouse LLP Price Waterhouse LLP Phoenix, Arizona March 25, 1998 EX-23.04 5 CONSENT OF INTELLECTUAL PROPERTY/TECHNOLOGY LAW EXHIBIT 23.04 INTELLECTUAL PROPERTY/TECHNOLOGY LAW Office Location: 6320 Quadrangle Drive . Suite 110 . Chapel Hill, NC 27514 Telephone: 919 419 9350 Mailing Address: P.O. Box 14329 . Research Triangle Park, NC 27709 Facsimile: 919 419 9354 email: Info@IPTL.com -------------
March 25, 1998 We hereby consent to the reference to our firm, Intellectual Property/Technology Law, under the caption "Experts" in the Registration Statement on Form S-1 (and the prospectus included therein), as amended, filed under the Securities Act of 1933, as amended, by ATMI, Inc. (the "Company") for the registration of 828,000 shares of the Common Stock of the Company and consent to the filing of this consent as an exhibit to the Registration Statement. INTELLECTUAL PROPERTY/ TECHNOLOGY LAW /s/ STEVEN J. HULTQUIST Steven J. Hultquist Principal -----END PRIVACY-ENHANCED MESSAGE-----