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) May 3, 2010
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.) |
| 129 Concord Road, Billerica, Massachusetts | 01821 | |
| (Address of principal executive offices) | (Zip Code) |
(978) 436-6500
(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 and Item 8.01 Other Events |
On May 3, 2010, we issued a press release announcing that we are in discussions with Wells Fargo Bank NA, as agent for the lenders under our amended and restated Credit Agreement, dated March 2, 2009, as further amended on July 17, 2009 and August 11, 2009, to further amend the agreement. A copy of the press release 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 May 3, 2010 |
Page 1
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: May 3, 2010 | By | /S/ PETER W. WALCOTT | ||
| Peter W. Walcott, | ||||
| Senior Vice President & General Counsel | ||||
Page 2
Exhibit 99.1 Press Release
|
NEWS RELEASE | |
| Entegris, Inc. | ||
| Corporate Headquarters | ||
| 129 Concord Road | ||
| Billerica, MA 01821 USA | ||
| Tel. 978-436-6500 | ||
| Steve Cantor | ||
| VP of Corporate Relations | ||
| Tel. 978-436-6750 | ||
| irelations@entegris.com | ||
FOR IMMEDIATE RELEASE
Entegris Enters into Discussions to Reduce Size of Credit Facility
BILLERICA, Mass., May 3, 2010 – Entegris, Inc. (Nasdaq: ENTG) today announced that it has entered into discussions with Wells Fargo Bank NA, the agent for the lenders under its amended and restated Credit Agreement dated March 2, 2009, in order to reduce the size of the revolving credit commitment amount from $121.7 million to $60 million. Entegris does not expect significant changes to the cash flow leverage ratio or fixed charge coverage ratio covenants of the Credit Agreement as a result of these discussions. The Credit Agreement would continue to be secured and would continue to mature on November 1, 2011.
Gregory Graves, executive vice president and chief financial officer, said: “As previously announced, we expect to completely repay all outstanding amounts under the credit facility by the end of the third quarter of this year. Based on current business trends, we no longer need such a large credit commitment and do not want to pay the fees associated with that level of commitment. We do not anticipate needing to borrow under the Credit Agreement after we have paid off our outstanding balances.”
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, 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, 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 in Item 1A under the headings “Risks Relating to our Business and Industry,” “Risks Related to Our Borrowings,” “Manufacturing Risks,” “International Risks” and “Risks Related to Owning Our Securities” in Item 7 of our Annual Report on Form 10–K for the fiscal year ended December 31, 2010, 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.
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