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) September 12, 2005.
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 2.02. Results of Operations and Financial Condition
On September 12, 2005, the registrant issued a press release announcing that the registrant was exiting certain non-core businesses as described in Item 2.05 below and announcing preliminary revenue estimates for the fourth quarter of fiscal year 2005. 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 2.05. Costs Associated with Exit or Disposal Activities.
On September 12, 2005, the registrant issued a press release, attached hereto as Exhibit 99.1, announcing that the registrant will divest three of its smaller businesses including gas delivery components used in semiconductor production equipment, clean-in-place equipment and stainless steel fluid process systems for life science applications, and tape-and-reel systems used in electronics manufacturing. The businesses to be divested in aggregate have annualized revenue of approximately $50 million, or 8 percent of total sales, and are not currently profitable. The registrant intends to treat these businesses, which employ approximately 350 people, or 13 percent of the current workforce, as discontinued operations in its financial accounting beginning in its first fiscal quarter ending November, 2005. It is expected that these divestitures will be completed in late 2005 or early 2006.
The registrant has determined that it is unable at this time to make a determination of an estimate as to the total amount or range of amounts to be incurred in connection with these divestitures either in the aggregate or by each type of cost associated therewith or of charges that will result in future cash expenditures.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
| Exhibit 99.1 | Press Release, Dated September 12, 2005 |
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: September 12, 2005 | By | /s/ John Villas | ||
| John Villas, | ||||
| Senior Vice President & Chief Financial Officer | ||||
Page 2
EXHIBIT 99.1
NEWS RELEASE
| STEVEN CANTOR | ||
| Investor Relations | ||
| 978/436-6750 | ||
| irelations@entegris.com | ||
| BILL PATERSON | ||
| Public Relations | ||
| Tel. 952-556-4155 | ||
| Bill_paterson@entegris.com | ||
Entegris to Exit Non-Core Businesses
The Company Increases Expected Merger Cost Savings to $20 million
CHASKA (Minneapolis) Minn. - September 12, 2005 – Entegris, Inc. (NASDAQ: ENTG), a leader in materials integrity management, announced today that it will divest three of its smaller businesses, including gas delivery components used in semiconductor production equipment, clean-in-place equipment and stainless steel fluid process systems for life science applications, and tape-and-reel systems used in electronics manufacturing.
The businesses to be divested have aggregate annualized revenue of approximately $50 million, or 8 percent of total sales, and are not currently profitable. The company intends to treat these businesses, which employ approximately 350 people, or 13 percent of the current workforce, as discontinued operations in its financial accounting beginning in its first fiscal quarter ending November 2005.
Gideon Argov, president and chief executive officer, said: “Our decision to exit these businesses will allow us to focus on areas with the greatest potential for profit growth and value creation. We believe the businesses to be divested have good prospects for growth, but will be better served with other owners or partners better positioned to realize their potential.”
Argov added that the decision to make the divestitures was made as part of a comprehensive review of all the company’s operations following its recently completed merger with Mykrolis. “Our continuing businesses are leaders in their respective materials integrity management markets. With the size and scale to serve increasingly larger customers on a global basis, we believe we can grow faster than the markets we serve while continuing to improve our business operating model,” Argov said.
Entegris also reported that the integration process following the merger is proceeding smoothly and raised its expected annualized cost savings from the merger to approximately $20 million from the original estimate of $15 million. The company expects these cost synergies to be in place by the middle of calendar year 2006.
On October 12, 2005, Entegris plans to report its financial results for the fiscal quarter and year ended August 26, 2005. The company indicated that sales for the August quarter, which include results for Mykrolis from the merger completion date of August 6, 2005, were approximately $105 million.
CONFERENCE CALL SCHEDULED FOR TODAY
Management will hold a conference call to discuss this announcement today, September 12, 2005, at 11:00 a.m. Eastern Time (ET). To participate, please call (800) 289-0533 (domestic) or (913) 981-5525 (international) using passcode 5610324 and ask for the “Entegris Conference Call.” Participants are asked to dial in 5 to 10 minutes prior to the start of the call.
A replay of the call will be available starting September 12, 2005 at 2:00 p.m. (ET) until midnight Monday, September 26, 2005. The replay is accessible by dialing (888) 203-1112 with conference code 5610324. The call will also be available in “listen-only” mode both live and on-demand on the investor relations portion of Entegris website – www.entegris.com.
ABOUT THE NEW ENTEGRIS
Entegris’ products and services purify, protect and transport the critical materials enabling the world’s leading technologies. As a leading materials integrity management company, Entegris provides products and services used in the semiconductor and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing or service facilities in the United States, France, Germany, Japan, China, South Korea, Malaysia, Taiwan and Singapore. Additional information can be found at www.entegris.com.
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