8-KLeadership ChangesAcquisitions & DispositionsCorporate Changes+2

ENTEGRIS INC 8-K Report, Acquisition Completed (Aug 8, 2005)

Filed August 8, 2005For Securities:ENTG

Summary

This Form 8-K filing by Entegris, Inc. on August 8, 2005, announces the completion of two significant mergers: a reincorporation merger of Entegris Minnesota into Entegris (a Delaware corporation) and a merger with Mykrolis Corporation. The Mykrolis merger involved an exchange of Mykrolis common stock for Entegris common stock at a ratio of 1.39 shares of Entegris for each Mykrolis share, creating a combined entity. These transactions are intended to be tax-free reorganizations. The filing also details significant leadership and board changes resulting from these mergers. Several key executives and directors from the former Entegris Minnesota resigned, and new leadership was appointed, including Gideon Argov as President and CEO and Jean-Marc Pandraud as Executive Vice President and COO, largely originating from Mykrolis. The Board of Directors has been reconstituted with a mix of directors from both former companies. Additionally, the company has amended its charter documents and established a Series A Junior Participating Preferred Capital Stock in connection with a previously announced Rights Agreement, which has anti-dilution and substantial voting rights implications.

Key Highlights

  • 1Completion of two mergers: Entegris reincorporating into Delaware and merging with Mykrolis Corporation, effective August 6, 2005.
  • 2Mykrolis shareholders received 1.39 shares of Entegris common stock for each Mykrolis share.
  • 3Significant executive leadership changes, including the appointment of Gideon Argov as CEO and Jean-Marc Pandraud as COO.
  • 4Restructuring of the Board of Directors, with initial appointments from both former Entegris and Mykrolis.
  • 5Entegris is now the successor issuer to Entegris Minnesota, reincorporated in Delaware.
  • 6Amended and restated certificate of incorporation and bylaws for the Delaware entity.
  • 7Establishment and filing of terms for Series A Junior Participating Preferred Capital Stock as part of a Rights Agreement, with significant dividend, liquidation, and voting rights.

Frequently Asked Questions

The primary events reported are the completion of two mergers: Entegris's reincorporation into Delaware and its merger with Mykrolis Corporation. The filing also details significant changes in executive leadership and the Board of Directors, as well as amendments to the company's charter documents and the establishment of preferred stock rights.

Mykrolis Corporation shareholders received 1.39 shares of Entegris, Inc. common stock for each share of Mykrolis common stock they held.

Gideon Argov was appointed President and CEO, and Jean-Marc Pandraud was appointed Executive Vice President and COO. The Board of Directors was also reconstituted, with five directors designated by Mykrolis (including Gideon Argov) and five continuing from Entegris, with James E. Dauwalter serving as non-executive Chairman.

This preferred stock was established in connection with a Rights Agreement. It carries substantial rights, including a preferential dividend and liquidation payment (greater of $1.00 or 100 times common stock dividend/payment), 100 votes per share on all matters, and is protected by anti-dilution provisions. This structure is typically designed to deter hostile takeovers.