UNITED STATES
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): February 11, 2003
Entegris, Inc.
(Exact name of registrant as specified in its charter)
Commission File No. 000-30789
Minnesota 41-1941551
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 Lyman Boulevard
Chaska, Minnesota 55318
(Address of principal executive offices)
(952) 556-3131
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties that
could cause actual results to differ materially from those referred to in the
forward-looking statements. Such risks include, but are not limited to, those
associated with the reduction in expected net sales, the reduction in expected
gross margin and the reduction in pro forma operating expenses. More information
about Entegris and these and other risks related to Entegris is detailed in
Entegris's most recent annual report on Form 10-K for the fiscal year ended
August 31, 2002 and subsequent quarterly reports on Form 10-Q as filed with the
Securities and Exchange Commission. Entegris does not undertake an obligation to
update forward-looking statements.
On February 11, 2003, Entegris announced the purchase of wafer and reticle
carrier ("WRC") product lines from Asyst Technologies, Inc. (Asyst). The
purchase was accomplished pursuant to an Asset Purchase Agreement ("the
Agreement"), dated as of February 11, 2003, among Entegris Cayman Ltd., a
wholly-owned subsidiary of Entegris, and Entegris (collectively, "Entegris") and
Asyst. Under the terms of the agreement, Entegris paid Asyst $38.75 million for
the tangible assets associated with the WRC product lines and the patents and
trademarks listed in the Patent Assignment and Cross-License and Trademark
License Agreement entered into in connection with the sale. Entegris will
license other patents, trademarks and intellectual property related to the WRC
business from Asyst, and will pay royalties to Asyst based on net revenues
generated by Entegris through the sale of certain WRC products for a period of
five years.
Approximately $14 million of the funding for the acquisition was obtained
via the registrant's revolving commitment facilities with two commercial banks.
No balance was outstanding under these facilities preceding the execution of the
Agreement. The remaining funds utilized for the acquisition were available from
the Registrant's cash, cash equivalents and short-term investments, which stood
at approximately $125 million preceding the execution of the Agreement.
The purchase price was arrived at through arms-length negotiations. At the
time of the acquisition there were no material relationships between Entegris or
any of its affiliates, any director or officer of Entegris, or any associate of
such director or officer, on the one hand, and Asyst, on the other hand.
Pursuant to the transaction, Entegris will service Asyst's warranty
obligations of WRC products sold prior to the transaction. The parties have also
entered into a transition services agreement to facilitate the transfer of the
WRC business to Entegris. The parties have also adopted a procedure for
maintaining compatibility between their products in the future.
The press release jointly issued by Entegris and Asyst, dated February 11,
2003, titled "Entegris Acquires Silicon Wafer and Reticle Carrier Product Lines
from Asyst Technologies" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial information required by this Item, if any, will be filed by
an amendment to this Current Report on Form 8-K within the time allowed for such
filing by Item 7(a)(4) of this Form.
(b) Pro Forma Financial Information.
The financial information required by this Item, if any, will be filed by
an amendment to this Current Report on Form 8-K within the time allowed for such
filing by Item 7(a)(4) of this Form.
(c) Exhibits.
99.1 The Registrant's Press Release dated February 11, 2003.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
ENTEGRIS, INC.
Date: February 26, 2003 By: \s\ John D. Villas
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John D. Villas
Chief Financial Officer