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This excerpt taken from the ENTG 8-K filed Oct 27, 2009.

(Former Name or Former Address, if Changed Since Last Report)

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On October 27, 2009, the registrant issued a press release to announce results for the third quarter of 2009, ended September 26, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1    Press Release, Dated October 27, 2009


This excerpt taken from the ENTG 8-K filed Sep 15, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 8.01 Other Events

On September 10, 2009, Entegris, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman, Sachs & Co. and certain other underwriters party thereto (collectively, the “Underwriters”), for the sale of 14,000,000 shares of the Company’s common stock at a price to the public of $3.80 per share pursuant to a registration statement on Form S-3 (File No. 333-160212). In addition, the Underwriters have an option to purchase up to an additional 2,100,000 shares of the Company’s common stock on the same terms for 30 days from the date of the Underwriting Agreement, solely to cover over-allotments. The Underwriters have notified the Company of their intent to exercise the full over-allotment option. The offering, including the over-allotment option exercise, is expected to close on September 16, 2009, subject to customary closing conditions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Ropes & Gray, LLP, counsel to the Company, has issued an opinion to the Company, dated September 11, 2009 regarding the legality of the issuance and sale of its common stock in the offering. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

    1.1   Underwriting Agreement, by and among Entegris, Inc. and Citigroup Global Markets Inc., Goldman, Sachs & Co., Craig Hallum Capital Group LLC, ABN AMRO Incorporated and PNC Capital Markets LLC, dated September 10, 2009
    5.1   Opinion of Ropes & Gray LLP
  23.1   Consent of Ropes & Gray LLP (included in Exhibit 5.1 above).


This excerpt taken from the ENTG 8-K filed Sep 11, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 8.01. Other Events

On September 10, 2009, we issued a press release announcing pricing of our underwritten public offering of 14.0 million shares of our common stock at a price of $3.80 per share, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release, dated September 10, 2009


This excerpt taken from the ENTG 8-K filed Sep 9, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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))

 

 

 


The registrant has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the registrant has filed with the Securities and Exchange Commission for more complete information about the registrant and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission Web site at www.sec.gov. Alternatively, the registrant, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.


Item 8.01. Other Events

On September 8, 2009, we issued a press release providing an update on our net sales for the first nine weeks of the third quarter and an estimate of our net sales for the third quarter, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

Also, on September 8, 2009, we issued a press release announcing a public offering (the “Offering”) of our common stock, a copy of which is filed as Exhibit 99.2 and incorporated herein by reference.

In connection with the Offering, we filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”), which relates to the shelf registration statement previously filed with the SEC, which was declared effective on September 4, 2009. The Prospectus Supplement contains certain information which was not previously disclosed by the Company, which is summarized below and qualified in its entirety by reference to the Prospectus Supplement filed with the SEC on the date hereof.

Summary of Information Included in the Prospectus Supplement

This excerpt taken from the ENTG 8-K filed Sep 2, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 8.01. Other Events

In connection with our Registration Statement on Form S-3 filed on June 25, 2009 (the “S-3”), and the amendment thereto filed on July 28, 2009, we have updated and supplemented the risk factors in our Annual Report on Form 10-K.

This excerpt taken from the ENTG 8-K filed Aug 17, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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))

 

 

 


This excerpt taken from the ENTG 8-K filed Aug 12, 2009.

(Former Name or Former Address, if Changed Since Last Report)

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:

 

¨ 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))

 

 

 


This Amendment No. 1 on Form 8-K/A is being filed to amend and restate the Form 8-K filed by the registrant on March 4, 2009 (the “Original 8-K”), in its entirety, in order to include the exhibits and schedules to the amended and restated Credit Agreement (collectively, with the exhibits and schedules thereto the “Restatement”) with Wells Fargo Bank, National Association, as agent, and certain other banks party thereto (collectively, the “Banks”) as an exhibit to the Form 8-K.

This excerpt taken from the ENTG 8-K filed Aug 11, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 8.01. Other Events.

Entegris, Inc. (the Company) is filing this Current Report of Form 8-K to update the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission (SEC) on March 2, 2009 (Our 2008 10-K) to reflect the retrospective change in the Company’s business segments which was effective during the first quarter of 2009 and the retrospective application of FASB Staff Position Emerging Issues Task Force No. 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF No. 03-06-1) which was effective for the Company on January 1, 2009.

Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K, which are incorporated by reference herein, update information in Part I, Item 1, Business; Part II, Item 6, Selected Financial Data; Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations; and Part II, Item 8, Financial Statements and Supplementary Data in our 2008 10-K to reflect the Company’s realigned business segment structure and the retrospective application of FSP EITF No. 03-06-1.

This Current Report on Form 8-K and the Exhibits hereto do not reflect any events occurring after March 2, 2009, or update or modify the disclosures in the our 2008 10-K therein in any way, other than as required to reflect the Company’s realigned business segment structure and the retrospective application of FSP EITF No. 03-06-1 as described above and set forth in the exhibits hereto.

Beginning in the first quarter of 2009, the Company’s financial statements reflect the realigned business segment structure and the retrospective application of FSP EITF No. 03-06-1 with prior periods adjusted accordingly. Accordingly this Current Report on Form 8-K should be read in conjunction with our 2008 10-K and the Company’s filings made with the SEC subsequent to the filing of our 2008 10-K.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 23    Consent of Independent Registered Public Accounting Firm
Exhibit 99.1    Part I, Item 1. Business (adjusted to reflect the Company’s realigned business segment structure).
Exhibit 99.2    Part II, Item 6. Selected Financial Data (adjusted to reflect the retrospective application of FSP EITF No. 03-06-1).
Exhibit 99.3    Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (adjusted to reflect the Company’s realigned business segment structure and the retrospective application of FSP EITF No. 03-06-1).
Exhibit 99.4    Part II, Item 8. Financial Statements and Supplementary Data (adjusted to reflect the Company’s realigned business segment structure and the retrospective application of FSP EITF No. 03-06-1).

 

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This excerpt taken from the ENTG 8-K filed Jul 23, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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))

 

 

 


This excerpt taken from the ENTG 8-K filed Jul 22, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On July 22, 2009, the registrant issued a press release to announce results for the second quarter of 2009, ended June 27, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1    Press Release, Dated July 22, 2009

 

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This excerpt taken from the ENTG 8-K filed Apr 30, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On April 30, 2009, the registrant issued a press release to announce results for the first quarter of 2009, ended March 28, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1   Press Release, Dated April 30, 2009

 

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This excerpt taken from the ENTG 8-K filed Feb 12, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On February 12, 2009, the registrant issued a press release to announce results for the fourth quarter of 2009, ended December 31, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1    Press Release, dated February 12, 2009

 

Page 1


This excerpt taken from the ENTG 8-K filed Dec 22, 2008.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2008, the Board of Directors (the “Board”) of Entegris, Inc. (the “Company”) approved amendments to Articles 2 and 3 of the Company’s By-Laws (the “By-Laws”) in order to: (i) change from a plurality-voting standard to a majority-voting standard in uncontested director elections; (ii) clarify the advance notice procedures to be followed by stockholders to nominate directors for election and to bring other business before the stockholders at annual meetings of the stockholders; (iii) permit email notice of meetings of the Board; and (iv) make certain other conforming and clarifying amendments. These amendments became effective December 17, 2008.

The amendments to Article 3, Section 3.3 of the By-Laws implement the new majority voting standard by providing that a director nominee will be elected in an uncontested director election only if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. Section 3.3 also provides that directors will continue to be elected by a plurality vote at any “contested” election which is defined as an election where the number of nominees exceeds the number of directorships to be filled. Section 3.3, as amended, further provides that if an incumbent director does not receive the required vote for reelection, the Governance & Nominating Committee of the Board will make a recommendation to the Board as to whether to accept the director’s resignation; the Board will consider this recommendation and determine, within 90 days after certification of the election results, whether to accept the director’s resignation and will promptly disclose its decision (including the reasons underlying the decision) in an SEC filing.

Sections 3.6 and 3.7 of Article 3 of the By-Laws were amended to prohibit the Board from nominating for election (or filling a vacancy or newly created directorship with) any candidate who has not agreed in advance to submit an irrevocable resignation that would take effect upon (a) the failure to receive the required vote for reelection in the next election, and (b) the Board’s acceptance of such resignation. Section 2.11 of Article 2 of the By-Laws was amended to impose a similar requirement on director candidates nominated by stockholders.

The amendments to Article 2, Sections 2.11 and 2.12 of the By-Laws are intended to enhance the advance notice provisions for stockholder nominations and proposals to require disclosure by a stockholder proponent of all ownership interests in the Company in light of increased use by certain investors of derivative instruments that are not reflected in an investor’s beneficial ownership of the Company’s securities. These amendments specifically expand the information required to be provided by any stockholder who submits a nomination for election to the Board or a stockholder proposal for consideration at an annual meeting of stockholders. Such amendments require a stockholder submitting a nomination or proposal to disclose whether the stockholder or a person on the stockholder’s behalf has entered into a hedging transaction or other transaction or series of transactions (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss or to manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder with respect to any shares of stock of the Company. These amendments also provide that the information requirements apply to a beneficial owner, if any, on whose behalf such a nomination or stockholder proposal is made.

 

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This summary is subject to and qualified in its entirety by reference to the text of the Amended By-Laws, which are included as Exhibit 3.1 to this filing and are incorporated in this Item 5.03 by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 3.1   By-Laws, as amended December 17, 2008

 

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This excerpt taken from the ENTG 8-K filed Nov 4, 2008.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On November 4, 2008, the registrant issued a press release to announce results for the third quarter of 2008, ended September 27, 2008. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1      Press Release, Dated November 4, 2008

 

Page 1


This excerpt taken from the ENTG 8-K filed Aug 15, 2008.

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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))

 

 

 


This excerpt taken from the ENTG 8-K filed Jul 29, 2008.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 2.02. Results of Operations and Financial Condition

On July 29, 2008, the registrant issued a press release to announce results for the second quarter of 2008, ended June 28, 2008. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As noted in the press release attached as Exhibit 99.1, the registrant recently identified errors in its financial statements for the quarterly period ended March 29, 2008. These errors, which did not affect revenue or cash flows, resulted in an understatement of gross margin and net income and were caused by an error in the accounting for the impact of foreign exchange on inter-company profit elimination in an environment of significant fluctuations in foreign exchange rates and, to a lesser extent, by an incorrect posting of a journal entry related to capitalization of manufacturing variances.

On July 25, 2008, the registrant’s Audit & Finance Committee, upon management’s recommendation, concluded that the consolidated financial statements of the registrant for the quarterly period ended March 29, 2008 should be restated to correct the errors described above.

The aggregate impact of the errors described in the first paragraph above is an increase in gross margin for the quarterly period ended March 29, 2008 of approximately $2.5 million and an increase in net income for the period of $1.7 million or $0.02 per diluted share.

In order to correct the errors described above, the registrant will restate its consolidated financial statements for the quarterly fiscal period ended March 29, 2008. The registrant will include its restated quarterly financial statements in a Form 10-Q/A for the quarterly fiscal period ended March 29, 2008 to be filed on or about August 7, 2008.

The registrant is currently evaluating the implications of the errors described above for its internal controls related to the processes for inter-company profit elimination and journal entries. The registrant expects to provide information concerning its conclusion with respect to the internal controls related to these two processes in the Form 10-Q/A for the quarterly fiscal period ended March 29, 2008.

The Audit & Finance Committee has discussed the matters disclosed in this filing with KPMG LLP, the Company’s independent registered public accounting firm.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1

  Press Release, Dated July 29, 2008

 

Page 1


This excerpt taken from the ENTG 8-K filed Jul 15, 2008.

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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))

 

 

 


This excerpt taken from the ENTG 8-K filed Jul 15, 2008.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 1.01. Entry into a Material Definitive Agreement.

On July 13, 2008, the registrant and its wholly owned subsidiary Entegris Acquisition Co. LLC (“Entegris LLC”), a Delaware limited liability company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Poco Graphite Holdings, LLC, a Delaware limited liability company (“Poco Holdings”) with a mailing address of 300 Old Greenwood Road, Decaur, Texas 76234, and Poco Holdings’ wholly owned subsidiary Poco Graphite, Inc., a Delaware corporation (“Poco”). Under the terms of the Merger Agreement, Entegris LLC will merge into Poco Holdings with Poco Holdings being the surviving entity and each common unit of Entegris LLC will be converted into one common unit of Poco Holdings and each common unit and preferred unit of Poco Holdings will be cancelled and extinguished and converted into the right to receive a proportionate share of the merger consideration as provided in the Merger Agreement. The aggregate merger consideration provided for in the Merger Agreement, subject to normal adjustments and escrow funds to secure certain obligations of Poco Holdings and Poco, is $158 million.

In connection with this transaction, registrant issued a press release on July 14, 2008; a copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 2.02. Results of Operations and Financial Condition

On July 14, 2008, the registrant issued a press release to announce that it expected to report sales of approximately $148 million for the second quarter of 2008. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 99.1

   Press Release, Dated July 14, 2008

 

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