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 14, 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 7.01 Regulation FD Disclosure.
On July 15, 2008, the registrant held a conference call with investors (the “Investor Call”) to discuss its acquisition of Poco Graphite, Inc. and its affiliated companies (the “Poco Acquisition”) pursuant to an Agreement and Plan of Merger with Entegris Acquisition Co. LLC, Poco Graphite Holdings, LLC and Poco Graphite, Inc, dated July 13, 2008 (the “Merger Agreement”). Execution of the Merger Agreement and schedule and call-in details of the Investor Call were announced in a press release on July 14, 2008 which was previously filed on Form 8-K. The time for the Investor Call was updated in a following press release, also on July 14, 2008, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Investor Call, the registrant posted a presentation on its website regarding the Poco Acquisition (the “Investor Presentation”), a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In addition to the information contained in the Investor Presentation, the registrant stated that it expects accretion to earnings per share in 2009 of approximately $0.05 as a result of the Poco Acquisition.
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 | |
| Exhibit 99.2 | Investor Presentation, posted July 15, 2008 | |
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 15, 2008 | By | /s/ Peter W. Walcott | ||||
| Peter W. Walcott Senior Vice President & General Counsel | ||||||
Exhibit 99.1
Revised Time and Dial-in Information for Entegris Conference Call to Discuss Poco Graphite Transaction
The Call is Scheduled for 10:30 a.m. Eastern Time On July 15, 2008
CHASKA, Minn., Jul 14, 2008 (PrimeNewswire via COMTEX News Network) — Entegris, Inc. (Nasdaq:ENTG) revised the time of its conference call to discuss the Poco Graphite transaction. The call will now be held at 10:30 a.m. Eastern Time on Tuesday, July 15, 2008. The call had been scheduled for one hour later at 11:30 a.m. Eastern Time.
Participants should dial 1-866-550-6338 (for domestic callers) or 1-347-284-6930 (for callers outside the U.S.) and reference passcode 6604696. A replay of the call can be accessed at 1-888-203-1112 or 1-719-457-0820 using passcode 6604696. A webcast of the call can also be accessed from the investor relations section of Entegris’ website at www.entegris.com.
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.
This news release was distributed by PrimeNewswire, www.primenewswire.com
SOURCE: Entegris, Inc.
Entegris, Inc.
Steve Cantor, VP of Corporate Relations
978-436-6500
irelations@entegris.com
 Page 1 July 14, 2008 Entegris to Acquire Poco Graphite Creating a Material Difference Exhibit 99.2 |
 Page 2 Page 2 Safe Harbor Statement This presentation contains certain information that 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 presentation, which
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 which are modified by words such 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 which are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris’ stock, future operating results of Entegris, 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 the discussion described 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. |
 Page 3 Page 3 Entegris To Acquire Poco Graphite POCO is an established, growing, profitable business Adds another consumable product line to our mix Builds on our materials science capabilities – Technology synergies to further differentiate Entegris’ products Adds to our base of business in the semiconductor market, while adding growth vectors in new markets Fits with our mission and strategy Accretive to EPS in 2009 |
 Page 4 Page 4 The Entegris Mission Our mission is to improve our customers' productivity, performance and technology through innovative materials-science- enabled solutions |
 Page 5 Page 5 Entegris’ Growth Driven By Core Materials Expertise Example: Entegris provides advanced filtration systems for purifying litho bay to control airborne low molecular weight silicon and condensable organics (siloxanes) which cause contamination on the scanner lens. Example: Entegris’ Clarilite Certified solution offers a way to reduce the formation of haze on the reticle, thus extending reticle life increasing mean time between cleans Example: Entegris’ next-generation liquid filter provides the high retention needed for sub-45 nanometer processes without sacrificing high flow and throughput Example: Entegris is at the forefront of developing the next generation of wafer handling products to support 450mm and 300mm Prime |
 Page 6 Page 6 Entegris’ Strategic Vision Principally serves semiconductor market Primary materials science expertise in polymers Products: – Microenvironments – Filters, purifiers, systems – Fluid handling components – Coatings Markets include semi, healthcare, aerospace…. Materials science expertise in polymers, ceramics Products: – Microenvironments – Filters, purifiers, systems – Fluid handling components – Coatings – Additional products Today Future |
 Page 7 Page 7 About Poco Graphite Key provider of specialty graphite materials and silicon carbide Growing, profitable business – 14% annual revenue growth since 2002 – Annualized sales of approximately $65 million Diverse markets include semiconductor, EDM, medical, aerospace, and specialty industrial – Market leader for graphite components in plasma etch, ion implant, and CVD in semiconductor applications Privately held, formed in 1965 – Was a unit of UNOCAL until 2000 Based in Decatur, Texas – Approximately 350 employees |
 Page 8 Page 8 Expands Presence in Semiconductor Market and Provides Path to Diversification 40% of POCO’s sales are to semiconductor customers – Key relationships with OEMs 30% of sales to EDM market 30% of sales to broad range of specialty industrial and other markets: – Glass bottling – Medical – Aerospace POCO Sales by Market POCO’s markets in aggregate are growing between 7% to 10% annually EDM Specialty Industrial Semiconductor |
 Page 9 Page 9 The Transaction All-cash deal valued at $158 million – 2.4x Sales – 9x EBITDA Expected to be accretive to 2009 EPS Financed with cash on hand and borrowings on Entegris’ credit facility Completion subject to HSR review and customary closing conditions – Closing expected in 3Q08 |
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