8-KMaterial AgreementsOther Events

ENTEGRIS INC 8-K Report, Material Agreement (Aug 3, 2005)

Filed August 3, 2005For Securities:ENTG

Summary

This 8-K filing from Entegris, Inc. (ENTG) on August 3, 2005, primarily details significant leadership changes and provides an update on the company's proposed merger with Mykrolis Corporation. Key executives James E. Dauwalter (CEO) and Stan Geyer (Chairman) have entered into employment separation agreements in anticipation of the merger. These agreements outline their resignations from executive roles upon the merger's closing, with provisions for continued employment or advisory services post-merger. The filing also specifies substantial severance packages for both executives, including cash payments, prorated bonuses, continued medical benefits until age 65, and accelerated vesting of stock options and restricted stock grants. In conjunction with these changes, Entegris's stockholders approved the merger with Mykrolis and a related reincorporation merger. The company anticipates the mergers will close on August 6, 2005, pending satisfaction of closing conditions. Notably, a proposal for a classified board in the reincorporated entity was not approved by stockholders.

Key Highlights

  • 1Entegris, Inc. has entered into separation agreements with CEO James E. Dauwalter and Chairman Stan Geyer, effective upon the closing of the merger with Mykrolis Corporation.
  • 2Mr. Dauwalter and Mr. Geyer will resign from executive roles but may continue in non-executive capacities or as advisors to the merged entity post-merger.
  • 3Significant severance packages are detailed for both executives, including cash payments totaling $1,860,000 for Mr. Dauwalter and $1,508,000 for Mr. Geyer, paid over several years.
  • 4Both executives are entitled to prorated fiscal 2005 annual bonuses and continued medical benefits until age 65.
  • 5All stock options and restricted stock grants held by Mr. Dauwalter and Mr. Geyer will vest as of October 16, 2005.
  • 6Entegris stockholders approved the merger with Mykrolis and a reincorporation merger with Entegris Delaware.
  • 7The company expects the mergers to close around August 6, 2005, subject to closing conditions.
  • 8A proposal to implement a classified board structure for Entegris Delaware was not approved by stockholders.

Frequently Asked Questions

The separation agreements indicate that CEO James E. Dauwalter and Chairman Stan Geyer will resign from their executive positions upon the completion of the merger with Mykrolis. However, they may continue to be employed in non-executive roles or provide advisory services to the combined company after the merger, with specific terms to be determined post-merger.

Both executives are set to receive substantial severance packages. This includes significant cash payments ($1,860,000 for Mr. Dauwalter and $1,508,000 for Mr. Geyer) spread over several years, prorated fiscal 2005 annual bonuses, extended medical benefits until age 65, and accelerated vesting of their stock options and restricted stock grants.

Yes, Entegris stockholders approved the Agreement and Plan of Merger with Mykrolis and a related reincorporation merger at a special meeting held on August 3, 2005. The company anticipates that both mergers will close on or around August 6, 2005, provided all necessary closing conditions are met.

The proposal to include a classified board provision in the certificate of incorporation of the reincorporated entity (Entegris Delaware) was not approved by Entegris stockholders at the special meeting.