cmc8kfiled060310.htm
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):
June 3, 2010
Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification)
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870 Commons Drive, Aurora, Illinois
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On June 3, 2010, at 9:00 a.m. Central Daylight Time (CDT), Cabot Microelectronics Corporation (“Cabot Microelectronics”, the “Company”, “we”, “our”), in connection with its 2010 Investor Day, will make available on the “Investor Relations” section of its website (www.cabotcmp.com) certain historical financial information regarding three non-GAAP (Generally Accepted Accounting Principles) financial measures. These three non-GAAP financial measures are: non-GAAP gross profit percentage excluding Cabot Microelectronics’ pad business, which is presented for fiscal years 2006 through 2009 and for the six months ended March 31, 2010; non-GAAP cash balance, including short-term investments, which is presented as of March 31, 2004, and non-GAAP cash used for acquisition of businesses, and other, which is presented for the six-year period ended March 31, 2010. William Johnson, our Chief Financial Officer, will be discussing these financial measures during the portion of the 2010 Investor Day presentation entitled “Financial Review”.
Attached to this Form 8-K, as Exhibit 99.1 “Reconciliation of Non-GAAP Financial Measures”, are tables that reconcile the non-GAAP financial measures to the most directly comparable GAAP financial measures for the periods noted above, as required pursuant to the SEC’s Regulation G.
Cabot Microelectronics’ management believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by, for example, excluding the revenues and cost of goods sold in our emerging polishing pad business to show a meaningful gross profit trend in the more established product lines, or showing how we have used the cash generated from operating activities. We believe that both management and investors may benefit from referring to these non-GAAP financial measures in assessing and understanding our performance. We believe that these non-GAAP financial measures may be useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. However, management does not intend for the non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On June 3, 2010, at 9:00 a.m. CDT, Cabot Microelectronics Corporation will publish a presentation entitled “Cabot Microelectronics 2010 Investor Day Presentation” in the “Presentations” area of the “Investor Relations” section of our website. This presentation will be discussed during its 2010 Investor Day activities, which will be webcast live on June 3, 2010, from 9:30 a.m. to 2:00 p.m., CDT. It includes a discussion of certain aspects of our business and certain non-GAAP financial measures, as described in greater detail in Item 2.02 above.
We assume no obligation to update such information in the future.
This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibits
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The following exhibit is being furnished, not filed, herewith pursuant to Items 2.02 and 7.01 of Form 8-K:
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99.1 “Reconciliation of Non-GAAP Financial Measures.”
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CABOT MICROELECTRONICS CORPORATION
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Date: June 3, 2010
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By:
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/s/ WILLIAM S. JOHNSON
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William S. Johnson
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Vice President and Chief Financial Officer
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[Principal Financial Officer]
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INDEX TO EXHIBITS
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Exhibit
Number
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Title
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99.1
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“Reconciliation of Non-GAAP Financial Measures.”
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4