UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 3, 2008.
ENTEGRIS, INC.
(Exact name of registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| 000-30789 | 41-1941551 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3500 Lyman Boulevard, Chaska, MN | 55318 | |
| (Address of principal executive offices) | (Zip Code) |
(952) 556-3131
(Registrant’s telephone number, including area code)
N/A
(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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(a) Not Applicable
(b) Effective July 7, 2008, Jean-Marc Pandraud, the Executive Vice President, Chief Operating Officer of registrant resigned from those positions with registrant as well as from all positions as an officer and director of registrant’s subsidiaries.
(c) On July 3, 2008, the registrant’s Board of Directors elected Bertrand Loy to succeed Mr. Pandraud in the position of Executive Vice President and Chief Operating Officer of the registrant. Bertrand Loy, 43, has served as the Executive Vice President and Chief Administrative Officer of the registrant from the effectiveness of the merger of Entegris, Inc. a Minnesota corporation and Mykrolis Corporation, a Delaware corporation with the registrant on August 6, 2005 until July 7, 2008. Prior to that merger, Mr. Loy served as the Chief Financial Officer of Mykrolis Corporation since January 1, 2001 until the merger. Mr. Loy holds a masters degree in business administration from the Ecole Supérieure des Sciences Economiques et Commerciales in Paris, France.
Mr. Loy has no family relationship with any director or other executive officer of the registrant. Since the beginning of the registrant’s last fiscal year there has been and there is currently no proposal for any transaction between Mr. Loy or any entity in which he holds a material interest and the registrant of the sort required to be disclosed by Item 404(a) of Regulation S-K.
(d) Not Applicable
(e) Under the terms of Mr. Loy’s employment as Executive Vice President and Chief Operating Officer, he will receive an annual base salary of $375,000 and will be eligible to participate in the Entegris Incentive Plan with a target pay-out of 75% of base salary on the same basis as other executive officers of the registrant. Mr. Loy previously entered into a Change in Control Agreement and an Indemnity Agreement with the registrant with terms and conditions that are identical to those of Change in Control and Indemnity Agreements in effect with other named executive officers of the registrant, forms of which were previously filed with the Securities and Exchange Commission as Exhibits 10.30 and 10.31, respectively, to the registrant’s Annual Report on Form 10-K for the fiscal year ended August 27, 2005; these agreements with Mr. Loy continue in effect with respect to his employment by the registrant in this new position.
Effective July 7, 2008, Mr. Loy was granted an equity award comprised of 50,000 shares of restricted stock, with restrictions thereon lapsing on July 7, 2011, and an option to purchase 150,000 shares of registrant’s common stock at an exercise price equal to the closing price on the effective date of the grant, July 7, 2008, vesting in three equal installments on the first through the third anniversaries of the effective date of the grant.
In addition, effective July 3, 2008 Gregory B. Graves, the registrant’s Senior Vice President and Chief Financial Officer, was promoted to the position of Executive Vice President and Chief Financial Officer. In connection with this promotion Mr. Graves was granted an equity award of 50,000 shares of restricted stock, with restrictions thereon lapsing on July 3, 2010. In addition the registrant’s chief executive officer was authorized to enter into a severance agreement with Mr. Graves providing Mr. Graves with two years of base salary and medical benefits in the event of the termination of his employment by registrant. This severance agreement will have a term of 2 years, expiring on July 3, 2010.
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On July 8, 2008, the Company issued the attached press release regarding the election of Mr. Loy and the resignation of Mr. Pandraud as described above, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 99.1 | Press Release, Dated July 8, 2008 |
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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 thereunto duly authorized.
| ENTEGRIS, INC. | ||||||
| Dated: July 9, 2008 | By | /s/ Peter W. Walcott | ||||
| Peter W. Walcott, | ||||||
| Senior Vice President & General Counsel | ||||||
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Exhibit 99.1
| FOR IMMEDIATE RELEASE | Steve Cantor | |
| VP of Corporate Relations | ||
| Tel. 978-436-6500 | ||
| irelations@entegris.com |
Entegris Names Bertrand Loy Executive Vice President
and Chief Operating Officer
CHASKA (Minneapolis), July 8, 2008 – Entegris, Inc. (Nasdaq: ENTG) announced the appointment of Bertrand Loy as the Company’s executive vice president and chief operating officer, effective today. Mr. Loy, who previously served as executive vice president and chief administrative officer at Entegris, succeeds Jean-Marc Pandraud, who is retiring.
Gideon Argov, president and chief executive officer of Entegris, said: “Bertrand Loy’s extensive and varied professional experience will serve Entegris, our business partners and our stockholders well as we embark on a new phase of the Company’s growth and strategic evolution. I want to thank my colleague and friend Jean-Marc Pandraud for his many contributions to the Company and its predecessors over the past thirty years.”
Mr. Loy, 43, had served as chief administrative officer since the completion of the Entegris/Mykrolis merger in August 2005, after serving as chief financial officer of Mykrolis Corporation since January 2001. He previously served as the chief information officer of Millipore Corporation from early 1999 to late 2000, and from 1995 to 1999 in the roles of controller and manufacturing manager for its Laboratory Water Division. Mr. Loy worked for Sandoz Pharmaceuticals (Novartis) from 1989 to 1995 in a variety of financial, audit and strategic planning positions in Europe, Latin America and Japan. He holds a master’s degree in business administration (MBA) from ESSEC in Paris, France.
Mr. Pandraud, 55, will continue to play an important active role as a senior advisor to the Company and its management on matters related to customer, technology and market development. Mr. Pandraud had served as chief operating officer for Entegris since its merger with Mykrolis in 2005 and previously served as president and chief operating officer of Mykrolis beginning in January 2001.
ABOUT ENTEGRIS
Entegris is a leading provider of a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the semiconductor and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, India, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
Forward-Looking Statements
Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will,” “should” or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.
These risks include, but are not limited to, fluctuations in the market price of Entegris’ stock, Entegris’ future operating results, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris’ periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings “Risks Relating to our Business and Industry,” “Manufacturing Risks,” “International Risks,” and “Risks Related to Securities Markets and Ownership of Our Securities” in Item 1A of our Annual Report on Form 10–K for the fiscal year ended December 31, 2007, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.