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) November 29, 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 1.01. Entry into a Material Definitive Agreement
On November 30, 2005, the registrant entered into an Amended and Restated Membrane Manufacture and Supply Agreement with Millipore Corporation (the “Amended and Restated Agreement”) which amends and extends an agreement entered into by Mykrolis Corporation in connection with the spin-off of Mykrolis Corporation from Millipore Corporation which was scheduled to expire on March 31, 2006. The Amended and Restated Agreement continues the arrangement whereby the registrant manufactures membrane in Millipore’s Bedford, MA plant for its own use and for sale to Millipore until December 31, 2010, subject to early termination by either party on 24 months prior notice. The Amended and Restated Agreement also obligates registrant to provide guaranteed capacity to support Millipore’s membrane purchases and adjusts prices and rates owed by the parties to each other with respect to operations thereunder.
Item 2.05 Costs Associated with Exit or Disposal Activities
On November 29, 2005, the registrant issued a press release, attached hereto as Exhibit 99.1, announcing that the registrant will close its manufacturing plant located in Bad Rappenau, Germany and relocate the production of products made in that facility to other existing manufacturing plants located in the United States and Asia. This action was unrelated to the merger with Mykrolis Corporation that became effective on August 6, 2005. The registrant further announced that it expects this closure to result in out-of-pocket expenses for severance and other plant closure expenses of approximately $3.5 million and asset write-offs of about $3.0 million. The registrant expects that the total amount to be incurred in connection with the closure of the Bad Rappenau plant to be approximately $6.5 million; other than the out of pocket expenses referred to above, no future cash expenditures are expected in connection with this closure.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
| Exhibit 99.1 | Press Release, dated November 29, 2005 |
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: December 5, 2005 | By: | /S/ PETER W. WALCOTT | ||||||
| Peter W. Walcott, Senior Vice President & General Counsel | ||||||||
Page 1
EXHIBIT INDEX
| Exhibit |
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| 99.1 | Press Release, dated October 12, 2005. | |
Page 2
EXHIBIT 99.1
ENTEGRIS REALIGNS EUROPEAN MANUFACTURING OPERATIONS
CHASKA, Minn.—(BUSINESS WIRE)—Nov. 29, 2005—Entegris, Inc. (Nasdaq:ENTG), a global leader in materials integrity management, announced today it will close its manufacturing plant in Bad Rappenau, Germany, and will relocate the production of products made in that plant to other existing company sites in the U.S. and Asia.
Gideon Argov, Entegris president and chief executive officer, said, “The realignment of our European manufacturing operation, while separate from the integration activities relating to our August 6, 2005 merger with Mykrolis Corporation, reflects our ongoing efforts to increase our operating efficiencies worldwide.”
The company expects the realignment will result in out-of-pocket expenses of approximately $3.5 million, and asset write-offs of about $3.0 million. Once completed, the move is expected to yield approximately $2.0 million in annualized savings. The 44,000 square foot facility in Bad Rappenau currently employs approximately 100 employees.
FORWARD-LOOKING STATEMENTS
Certain information contained in this press release include 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 that involve substantial risks and uncertainties which 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. The risks which could cause actual results to differ from those discussed herein include, without limit: (i) the risks described under the headings “Risks Relating to our Business and Industry,” “Risks Associated with our merger”, “Manufacturing Risks”, “International Risks” and “Risks Related to Securities Markets and Ownership of Our Securities” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005; (ii) risks associated with the challenges of integration, restructuring, manufacturing transfers, and achieving anticipated synergies associated with the merger of Entegris with Mykrolis Corporation; (iii) 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. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements contained herein.
ABOUT ENTEGRIS
Entegris is the global leader in materials integrity management—purifying, protecting and transporting critical materials used in high technology products, processes and services. Entegris and Mykrolis completed their merger to create the new Entegris in August 2005. The merged company delivers technology, product and service solutions to 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, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
CONTACT: Entegris, Inc.
Investor Relations:
Steve Cantor, 978-436-6750
irelations@entegris.com
or
Public Relations:
Bill Paterson, 952-556-4155
Bill_paterson@entegris.com