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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-1941551
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Class
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Name of Exchange on which Registered
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Common Stock, $0.01 Par Value
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The Nasdaq Global Select Market
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-Accelerated Filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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•
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use of manufacturing equipment and facilities incorporating leading edge technology including advanced clean-room and cleaning procedures;
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•
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implementation of standardized manufacturing systems stressing optimization of overall equipment operational effectiveness, predictive maintenance, and direct labor productivity;
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•
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implementation of automated quality systems that provide both process monitoring and process control throughout the manufacturing process as well as predictive quality data allowing us to predict and remediate potential quality excursions before they occur;
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•
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excellence of supply chain management systems that assure a supply of high quality raw materials that is reliable and responsive to the changing requirements for our products;
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•
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conduct of manufacturing operations so as to assure the safety of our employees and of the individuals using our products; and
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•
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a streamlined manufacturing organization well-aligned internally as well as with our customers that is capable of rapid design and development of prototypes of new and derivative products; rapid response to customer feedback concerning prototypes and ability to quickly commercialize and ramp production of prototypes accepted by our customers.
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historical customer relationships;
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breadth of product line;
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technical expertise;
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breadth of geographic presence;
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product quality and performance;
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advanced manufacturing capabilities; and
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total cost of ownership;
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after-sales service.
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customer service and support;
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•
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Injection Molding.
Our manufacturing expertise is based on our long experience with injection molding. Using molds produced from computer-aided processes, our manufacturing technicians utilize specialized injection molding equipment and operate within specific protocols and procedures established to consistently produce precision products.
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•
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Extrusion.
Extrusion is accomplished through the use of heat and force from a screw to melt solid polymer pellets in a cylinder and then forcing the resulting melt through a die to produce tubing and pipe. We have established contamination-free on-line laser marking and measurement techniques to properly identify products during the extrusion process and ensure consistency in overall dimension and wall thickness. In addition, we use extrusion technology to extrude a polymer mix into flat sheet and hollow fiber membranes.
|
•
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Blow Molding.
Blow molding consists of the use of heat and force from a screw to melt solid polymer pellets in a cylinder and then forcing the resulting melt through a die to create a hollow tube. The molten tube is clamped in a mold and expanded with pressurized gas until it takes the shape of the mold. We utilize advanced three-layer processing to manufacture premium grade 55 gallon drums, leading to cost savings while simultaneously assuring durability, strength and purity.
|
•
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Rotational Molding.
Rotational molding is accomplished by the placing of a solid polymer powder in a mold, placing the mold in an oven and rotating the mold on two axes so that the melting polymer coats the entire surface of the mold. This forms a part in the shape of the mold upon cooling. We use rotational molding in manufacturing containers up to 5,000 liters.
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•
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Compression Molding.
In compression molding, thermoset polymers are processed. Today, we use this manufacturing process primarily for manufacturing integrated flow controllers and valves market. We use the same expertise as in injection molding to assure a consistently produced precision product.
|
•
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Membrane Casting.
We cast membrane by extruding a polymer into flat sheet or hollow fiber format that is passed through a chamber with controlled atmospheric conditions to control the development of voids or pores in the membrane. Once cast, the membrane is subjected to solvent extraction and annealing steps. The various properties of the membranes that we offer are developed during subsequent process steps.
|
•
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Cartridge Manufacturing.
We fabricate the membrane we manufacture as well as membranes manufactured by others into finished filtration cartridges in a variety of configurations. The fabrication process involves membrane processing into pleated and other configurations around a central core and enclosing it in a framework of end caps and protective screening for use in fabricated cartridge housings. We also manufacture filter cartridges that are integrated into their own housings and incorporate our patented Connectology
™®
quick connect technology.
|
•
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Specialty Coating Capabilities.
We fabricate high performance electrostatic chucks by using highly engineered materials and advance vacuum coatings. We have proprietary low-temperature, plasma-assisted CVD and physical vapor deposition (PVD) processes that deposit coatings on a variety of vacuum compatible materials, including metals, alloys, ceramics, semiconductors and polymers, with superior density, purity and uniformity.
|
•
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Graphite Synthesis.
We have a differentiated proprietary graphite synthesis process that produces premium graphite with superior strength, uniformity and performance. This synthesis process consists of blending and forming petroleum cokes into “green” billets, baking over an extended period between 800 to 1,100°C, followed by a graphitization process at temperatures between 2,000 to 3,000°C. The graphite produced by this process is sold in bulk, machined into specific components or converted into silicon carbide through controlled exposure to silicon monoxide gas.
|
•
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Machining.
Machining consists of the use of computer-controlled equipment to create shapes, such as valve bodies and other specific components, out of solid polymer blocks or rods, premium graphite and silicon carbide. Our computerized machining capabilities enable speed and repeatability in volume manufacturing of our machined products, particularly products utilized in chemical delivery applications.
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•
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Assembly.
We have established protocols, flow charts, work instructions and quality assurance procedures to assure proper assembly of component parts. The extensive use of robotics throughout our facilities reduces labor costs, diminishes the possibility of contamination and assures process consistency.
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•
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Tool Making.
We employ tool development staff in the United States and Malaysia and have tool-making capabilities in Malaysia. Our toolmakers produce the majority of the tools we use throughout the world.
|
•
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High-Purity Materials Packaging.
We have established protocols, flow charts, work instructions and quality assurance procedures to assure proper and ultraclean assembly of materials packaging products in reliable, consistent and repeatable processes.
|
•
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Gas Delivery Systems.
We use state of the art, secure gas cabinets with advanced leak monitoring capabilities and have established protocols, flow charts, work instructions and quality and safety assurance procedures to assure the safe, efficient and cost effective filling of gas cylinders.
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Name
|
Age
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Office
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First Appointed
To Office*
|
|
CORPORATE OFFICERS
|
|
|
|
|
Bertrand Loy
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50
|
|
President & Chief Executive Officer
|
2001
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Gregory B. Graves
|
55
|
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Executive Vice President, Chief Financial
Officer & Treasurer
|
2002
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Peter W. Walcott
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69
|
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Senior Vice President
,
Secretary & General Counsel
|
2001
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John J. Murphy
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63
|
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Senior Vice President, Human Resources
|
2005
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Todd Edlund
|
53
|
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Senior Vice President & Chief Operating Officer
|
2007
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Christian F. Kramer
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53
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Senior Vice President & Chief Commercial Officer
|
2014
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William Shaner
|
48
|
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Senior Vice President, Global Operations
|
2007
|
Corey Rucci
|
56
|
|
Vice President, Business Development
|
2014
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Gregory Marshall
|
58
|
|
Vice President, Quality and EH&S
|
2011
|
Michael D. Sauer
|
50
|
|
Vice President, Controller & Chief Accounting Officer
|
2011
|
•
|
making it more difficult for us to satisfy our obligations with respect to the Notes, the Term Loan and the ABL Facility;
|
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
|
•
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requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
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exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Notes, the Term Loan and the ABL Facility;
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
|
•
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preventing us from raising funds necessary to repurchase all Notes tendered to us upon the occurrence of certain changes of control, which could constitute a default under the indenture governing the Notes;
|
•
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placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates; and
|
•
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increasing our cost of borrowing.
|
•
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compete effectively and engage in business activities, including future opportunities, that may be in our best interest; and
|
•
|
plan for or react to market conditions or otherwise execute our business strategies.
|
•
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unexpected changes in regulatory requirements that could impose additional costs on our operations or limit our ability to operate our business;
|
•
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greater difficulty in collecting our accounts receivable and longer payment cycles than are typical in domestic operations;
|
•
|
changes in labor conditions and difficulties in staffing and managing foreign operations;
|
•
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expense and complexity of complying with U.S. and foreign import and export regulations;
|
•
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liability for foreign taxes assessed at rates higher than those applicable to our domestic operations; and
|
•
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political and economic instability.
|
Location
|
Principal Function
|
Approximate
Square Feet
|
Leased/
Owned
|
Bedford, Massachusetts
(1)
|
Research &Manufacturing
|
80,000
|
Owned
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Billerica, Massachusetts
(1) (2)
|
Executive Offices, Research & Manufacturing
|
175,000
|
Leased
|
Bloomington, MN
(1)
|
Research & Manufacturing
|
68,000
|
Leased
|
Burnet, TX
(3)
|
Research & Manufacturing
|
77,000
|
Owned
|
Chaska, Minnesota
(1)
|
Executive Offices, Research & Manufacturing
|
186,000
|
Owned
|
Colorado Springs, CO
(1)
|
Manufacturing
|
82,000
|
Owned
|
Colorado Springs, CO
(1)
|
Manufacturing
|
40,000
|
Leased
|
Danbury, CT
(3)
|
Research & Manufacturing
|
73,000
|
Leased
|
Danbury, CT
(3)
|
Executive Offices
|
31,000
|
Leased
|
Decatur, Texas
(1)
|
Manufacturing
|
359,000
|
Owned
|
Hsin-chu, Taiwan
(1) (3)
|
Executive Offices, Research &Manufacturing
|
109,000
|
Leased
|
Yangmei City, Taiwan
(1)
|
Manufacturing
|
40,000
|
Leased
|
JangAn, South Korea
(3)
|
Manufacturing
|
127,000
|
Owned
|
Kulim, Malaysia
(1)
|
Manufacturing
|
195,000
|
Owned
|
Montpellier, France
(1)
|
Cleaning Services
|
53,000
|
Owned
|
Suwon, South Korea
(1) (3)
|
Executive Offices & Research
|
42,000
|
Leased
|
Tokyo, Japan
(1) (3)
|
Executive Offices & Research
|
27,000
|
Leased
|
Wonju City, South Korea
(1)
|
Manufacturing
|
39,000
|
Owned
|
Yonezawa, Japan
(1)
|
Manufacturing
|
185,000
|
Owned
|
1.
|
Facility used by our Critical Materials Handling segment.
|
2.
|
This lease has been extended through March 31, 2019 and is subject to one five-year renewal option.
|
3.
|
Facility used by our Electronics Materials segment.
|
|
2015
|
|
2014
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
First quarter
|
$
|
11.90
|
|
|
$
|
13.94
|
|
|
$
|
10.20
|
|
|
$
|
12.50
|
|
Second quarter
|
$
|
13.02
|
|
|
$
|
15.11
|
|
|
$
|
10.69
|
|
|
$
|
13.86
|
|
Third quarter
|
$
|
12.63
|
|
|
$
|
15.20
|
|
|
$
|
11.43
|
|
|
$
|
14.05
|
|
Fourth quarter
|
$
|
12.36
|
|
|
$
|
14.32
|
|
|
$
|
10.67
|
|
|
$
|
13.96
|
|
|
December 31,
2010
|
|
December 31,
2011
|
|
December 31,
2012
|
|
December 31,
2013
|
|
December 31,
2014
|
|
December 31,
2015
|
Entegris, Inc.
|
$100.00
|
|
$116.87
|
|
$122.89
|
|
$155.15
|
|
$176.84
|
|
$177.64
|
NASDAQ Composite
|
100.00
|
|
99.17
|
|
116.48
|
|
163.21
|
|
187.27
|
|
200.31
|
Philadelphia Semiconductor Index
|
100.00
|
|
89.63
|
|
96.08
|
|
136.28
|
|
179.15
|
|
176.25
|
(In thousands, except per share amounts)
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
|
Year ended December 31, 2012
|
|
Year ended December 31, 2011
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,081,121
|
|
|
$
|
962,069
|
|
|
$
|
693,459
|
|
|
$
|
715,903
|
|
|
$
|
749,259
|
|
Gross profit
|
470,231
|
|
|
376,683
|
|
|
294,214
|
|
|
307,383
|
|
|
325,930
|
|
|||||
Selling, general and administrative expenses
|
198,914
|
|
|
231,833
|
|
|
137,123
|
|
|
147,405
|
|
|
140,847
|
|
|||||
Engineering, research and development expenses
|
105,900
|
|
|
87,711
|
|
|
55,320
|
|
|
50,940
|
|
|
47,980
|
|
|||||
Amortization of intangible assets
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|
9,594
|
|
|
10,225
|
|
|||||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
118,068
|
|
|
21,354
|
|
|
94,237
|
|
|
99,444
|
|
|
126,878
|
|
|||||
Income (loss) before income taxes and equity in affiliate net income (loss)
|
92,185
|
|
|
(13,392
|
)
|
|
96,195
|
|
|
99,703
|
|
|
127,964
|
|
|||||
Income tax expense (benefit)
|
10,202
|
|
|
(21,572
|
)
|
|
21,669
|
|
|
30,881
|
|
|
4,217
|
|
|||||
Net income
|
80,296
|
|
|
7,887
|
|
|
74,526
|
|
|
68,825
|
|
|
124,246
|
|
|||||
Net income attributable to Entegris, Inc.
|
80,296
|
|
|
7,887
|
|
|
74,526
|
|
|
68,825
|
|
|
123,846
|
|
|||||
Earnings Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
$
|
0.57
|
|
|
$
|
0.06
|
|
|
$
|
0.53
|
|
|
$
|
0.50
|
|
|
$
|
0.91
|
|
Weighted average shares outstanding – diluted
|
141,121
|
|
|
140,062
|
|
|
139,618
|
|
|
138,412
|
|
|
136,223
|
|
|||||
Operating Ratios – % of net sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
43.5
|
%
|
|
39.2
|
%
|
|
42.4
|
%
|
|
42.9
|
%
|
|
43.5
|
%
|
|||||
Selling, general and administrative expenses
|
18.4
|
|
|
24.1
|
|
|
19.8
|
|
|
20.6
|
|
|
18.8
|
|
|||||
Engineering, research and development expenses
|
9.8
|
|
|
9.1
|
|
|
8.0
|
|
|
7.1
|
|
|
6.4
|
|
|||||
Amortization of intangible assets
|
4.4
|
|
|
3.9
|
|
|
1.3
|
|
|
1.3
|
|
|
1.4
|
|
|||||
Contingent consideration fair value adjustment
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
10.9
|
|
|
2.2
|
|
|
13.6
|
|
|
13.9
|
|
|
16.9
|
|
|||||
Income (loss) before income taxes and equity in affiliate net income (loss)
|
8.5
|
|
|
(1.4
|
)
|
|
13.9
|
|
|
13.9
|
|
|
17.1
|
|
|||||
Effective tax rate
|
11.1
|
|
|
161.1
|
|
|
22.5
|
|
|
31.0
|
|
|
3.3
|
|
|||||
Net income attributable to Entegris, Inc.
|
7.4
|
|
|
0.8
|
|
|
10.7
|
|
|
9.6
|
|
|
16.5
|
|
|||||
Cash Flow Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
101,654
|
|
|
$
|
83,704
|
|
|
$
|
38,815
|
|
|
$
|
37,607
|
|
|
$
|
37,064
|
|
Capital expenditures
|
71,977
|
|
|
57,733
|
|
|
60,360
|
|
|
49,929
|
|
|
30,267
|
|
|||||
Net cash provided by operating activities
|
120,918
|
|
|
126,423
|
|
|
109,402
|
|
|
115,162
|
|
|
157,286
|
|
|||||
Net cash used in investing activities
|
(63,638
|
)
|
|
(860,295
|
)
|
|
(47,029
|
)
|
|
(72,467
|
)
|
|
(28,431
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(92,787
|
)
|
|
747,648
|
|
|
(3,895
|
)
|
|
10,890
|
|
|
10,864
|
|
|||||
Balance Sheet and Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
710,762
|
|
|
$
|
765,655
|
|
|
$
|
612,305
|
|
|
$
|
579,324
|
|
|
$
|
502,999
|
|
Current liabilities
|
175,550
|
|
|
262,520
|
|
|
97,585
|
|
|
93,263
|
|
|
92,594
|
|
|||||
Working capital
|
535,212
|
|
|
503,135
|
|
|
514,720
|
|
|
486,061
|
|
|
410,405
|
|
|||||
Current ratio
|
4.05
|
|
|
2.92
|
|
|
6.27
|
|
|
6.21
|
|
|
5.43
|
|
|||||
Long-term debt, including current maturities
|
667,287
|
|
|
766,796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shareholders’ equity
|
802,883
|
|
|
748,441
|
|
|
756,843
|
|
|
694,799
|
|
|
608,238
|
|
|||||
Total assets
|
1,657,940
|
|
|
1,762,091
|
|
|
875,294
|
|
|
811,544
|
|
|
724,663
|
|
|||||
Return on average shareholders’ equity – %
|
10.4
|
%
|
|
1.0
|
%
|
|
10.3
|
%
|
|
10.6
|
%
|
|
23.2
|
%
|
|||||
Shares outstanding at end of year
|
140,716
|
|
|
139,793
|
|
|
138,734
|
|
|
138,458
|
|
|
135,821
|
|
•
|
Level of sales
Since a significant portion of the Company’s product costs (except for raw materials, purchased components and direct labor) are largely fixed in the short-to-medium term, an increase or decrease in sales affects gross profits and overall profitability significantly. Also, increases or decreases in sales and operating profitability affect certain costs such as incentive compensation and commissions, which are highly variable in nature. The Company’s sales are subject to the effects of industry cyclicality, technological change, substantial competition, pricing pressures and foreign currency fluctuation.
|
•
|
Variable margin on sales
The Company’s variable margin on sales is determined by selling prices and the costs of manufacturing and raw materials. This is affected by a number of factors, which include the Company’s sales mix, purchase prices of raw material (especially polymers, membranes, stainless steel and purchased components), competition, both domestic and international, direct labor costs, and the efficiency of the Company’s production operations, among others.
|
•
|
Fixed cost structure
The Company’s operations include a number of large fixed or semi-fixed cost components, which include salaries, indirect labor and benefits, facility costs, lease expense, and depreciation and amortization. It is not possible to vary these costs easily in the short-term as volumes fluctuate. Accordingly, increases or decreases in sales volume can have a large effect on the usage and productivity of these cost components, resulting in a large impact on the Company’s profitability.
|
a.
|
A significant decrease in the market price of a long-lived asset (asset group)
|
b.
|
A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition
|
c.
|
A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator
|
d.
|
An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group)
|
e.
|
A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group)
|
f.
|
A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||||||||
|
|
% of net sales
|
|
|
|
% of net sales
|
|||||||
Net sales
|
$
|
1,081,121
|
|
|
100.0
|
%
|
|
$
|
962,069
|
|
|
100.0
|
%
|
Cost of sales
|
610,890
|
|
|
56.5
|
|
|
585,386
|
|
|
60.8
|
|
||
Gross profit
|
470,231
|
|
|
43.5
|
|
|
376,683
|
|
|
39.2
|
|
||
Selling, general and administrative expenses
|
198,914
|
|
|
18.4
|
|
|
231,833
|
|
|
24.1
|
|
||
Engineering, research and development expenses
|
105,900
|
|
|
9.8
|
|
|
87,711
|
|
|
9.1
|
|
||
Amortization of intangible assets
|
47,349
|
|
|
4.4
|
|
|
37,067
|
|
|
3.9
|
|
||
Contingent consideration fair value adjustment
|
—
|
|
|
—
|
|
|
(1,282
|
)
|
|
(0.1
|
)
|
||
Operating income
|
118,068
|
|
|
10.9
|
|
|
21,354
|
|
|
2.2
|
|
||
Interest expense
|
38,667
|
|
|
3.6
|
|
|
33,355
|
|
|
3.5
|
|
||
Interest income
|
(429
|
)
|
|
—
|
|
|
(1,336
|
)
|
|
(0.1
|
)
|
||
Other (income) expense, net
|
(12,355
|
)
|
|
(1.1
|
)
|
|
2,727
|
|
|
0.3
|
|
||
Income (loss) before income taxes and equity in net loss of affiliate
|
92,185
|
|
|
8.5
|
|
|
(13,392
|
)
|
|
(1.4
|
)
|
||
Income tax expense (benefit)
|
10,202
|
|
|
0.9
|
|
|
(21,572
|
)
|
|
(2.2
|
)
|
||
Equity in net loss of affiliates
|
1,687
|
|
|
0.2
|
|
|
293
|
|
|
—
|
|
||
Net income
|
$
|
80,296
|
|
|
7.4
|
|
|
$
|
7,887
|
|
|
0.8
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Critical Materials Handling
|
|
|
|
||||
Net sales
|
$
|
671,331
|
|
|
$
|
653,964
|
|
Segment profit
|
155,212
|
|
|
138,379
|
|
||
Electronic Materials
|
|
|
|
||||
Net sales
|
$
|
409,790
|
|
|
$
|
308,105
|
|
Segment profit
|
94,653
|
|
|
90,121
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||||||||
|
|
% of net sales
|
|
|
|
% of net sales
|
|||||||
Net sales
|
$
|
962,069
|
|
|
100.0
|
%
|
|
$
|
693,459
|
|
|
100.0
|
%
|
Cost of sales
|
585,386
|
|
|
60.8
|
|
|
399,245
|
|
|
57.6
|
|
||
Gross profit
|
376,683
|
|
|
39.2
|
|
|
294,214
|
|
|
42.4
|
|
||
Selling, general and administrative expenses
|
231,833
|
|
|
24.1
|
|
|
137,123
|
|
|
19.8
|
|
||
Engineering, research and development expenses
|
87,711
|
|
|
9.1
|
|
|
55,320
|
|
|
8.0
|
|
||
Amortization of intangible assets
|
37,067
|
|
|
3.9
|
|
|
9,347
|
|
|
1.3
|
|
||
Contingent consideration fair value adjustment
|
(1,282
|
)
|
|
(0.1
|
)
|
|
(1,813
|
)
|
|
(0.3
|
)
|
||
Operating income
|
21,354
|
|
|
2.2
|
|
|
94,237
|
|
|
13.6
|
|
||
Interest expense
|
33,355
|
|
|
3.5
|
|
|
153
|
|
|
—
|
|
||
Interest income
|
(1,336
|
)
|
|
(0.1
|
)
|
|
(317
|
)
|
|
—
|
|
||
Other (income) expense, net
|
2,727
|
|
|
0.3
|
|
|
(1,794
|
)
|
|
(0.3
|
)
|
||
Income (loss) before income tax (benefit) expense and equity in net loss of affiliates
|
(13,392
|
)
|
|
(1.4
|
)
|
|
96,195
|
|
|
13.9
|
|
||
Income tax (benefit) expense
|
(21,572
|
)
|
|
(2.2
|
)
|
|
21,669
|
|
|
3.1
|
|
||
Equity in net loss of affiliates
|
293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Net income
|
$
|
7,887
|
|
|
0.8
|
|
|
$
|
74,526
|
|
|
10.7
|
|
(In thousands)
|
2014
|
||
Net sales in 2013
|
$
|
693,459
|
|
Increase associated with legacy Entegris volume and pricing
|
30,733
|
|
|
Decrease associated with effect of foreign currency translation
|
(7.516
|
)
|
|
Increase associated with acquisition of ATMI
|
245,393
|
|
|
Net sales in 2014
|
$
|
962,069
|
|
(In thousands)
|
2014
|
||
Gross profit in 2013 (legacy Entegris only)
|
$
|
294,214
|
|
Incremental cost of sales associated with fair value step-up related to sale of inventory acquired in ATMI acquisition
|
(48,586
|
)
|
|
Increase associated with ATMI net sales
|
118,431
|
|
|
Increase associated with legacy Entegris volume and pricing
|
12,624
|
|
|
Gross profit in 2014
|
$
|
376,683
|
|
(In thousands)
|
2014
|
||
Selling, general and administrative expenses in 2013 (legacy Entegris only)
|
$
|
137,123
|
|
Increase associated with ATMI infrastructure
|
35,714
|
|
|
Increase in professional fees and other related to ATMI acquisition
|
8,152
|
|
|
Transaction-related expenses, including share-based compensation expense and related taxes associated with the unvested portion of ATMI share-based awards settled in cash
|
26,776
|
|
|
Integration expenditures
|
19,652
|
|
|
Other increases, net
|
4,416
|
|
|
Selling, general and administrative expenses in 2014
|
$
|
231,833
|
|
(In thousands)
|
2014
|
|
2013
|
||||
Critical Materials Handling
|
|
|
|
||||
Net sales
|
$
|
653,964
|
|
|
$
|
609,826
|
|
Segment profit
|
138,379
|
|
|
128,910
|
|
||
Electronic Materials
|
|
|
|
||||
Net sales
|
$
|
308,105
|
|
|
$
|
83,633
|
|
Segment profit
|
90,121
|
|
|
20,034
|
|
|
2014
|
|
2015
|
||||||||||||||||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
165,804
|
|
|
$
|
251,578
|
|
|
$
|
273,054
|
|
|
$
|
271,633
|
|
|
$
|
263,373
|
|
|
$
|
280,709
|
|
|
$
|
270,253
|
|
|
$
|
266,786
|
|
Gross profit
|
71,352
|
|
|
88,668
|
|
|
98,743
|
|
|
117,920
|
|
|
116,536
|
|
|
128,087
|
|
|
116,310
|
|
|
109,298
|
|
||||||||
Selling, general and administrative expenses
|
34,787
|
|
|
82,347
|
|
|
55,820
|
|
|
58,879
|
|
|
50,890
|
|
|
50,270
|
|
|
46,730
|
|
|
51,024
|
|
||||||||
Engineering, research and development expenses
|
15,690
|
|
|
21,581
|
|
|
24,427
|
|
|
26,013
|
|
|
25,800
|
|
|
26,542
|
|
|
26,841
|
|
|
26,717
|
|
||||||||
Amortization of intangible assets
|
2,336
|
|
|
9,390
|
|
|
13,128
|
|
|
12,213
|
|
|
12,307
|
|
|
11,928
|
|
|
11,673
|
|
|
11,441
|
|
||||||||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Operating income
|
18,539
|
|
|
(23,368
|
)
|
|
5,368
|
|
|
20,815
|
|
|
27,539
|
|
|
39,347
|
|
|
31,066
|
|
|
20,116
|
|
||||||||
Net income
|
14,312
|
|
|
(14,669
|
)
|
|
(1,068
|
)
|
|
9,312
|
|
|
14,872
|
|
|
24,448
|
|
|
23,403
|
|
|
17,573
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||||||||||
(Percent of net sales)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||||||
Gross profit
|
43.0
|
|
|
35.2
|
|
|
36.2
|
|
|
43.4
|
|
|
44.2
|
|
|
45.6
|
|
|
43.0
|
|
|
41.0
|
|
||||||||
Selling, general and administrative expenses
|
21.0
|
|
|
32.7
|
|
|
20.4
|
|
|
21.7
|
|
|
19.3
|
|
|
17.9
|
|
|
17.3
|
|
|
19.1
|
|
||||||||
Engineering, research and development expenses
|
9.5
|
|
|
8.6
|
|
|
8.9
|
|
|
9.6
|
|
|
9.8
|
|
|
9.5
|
|
|
9.9
|
|
|
10.0
|
|
||||||||
Amortization of intangibles
|
1.4
|
|
|
3.7
|
|
|
4.8
|
|
|
4.5
|
|
|
4.7
|
|
|
4.2
|
|
|
4.3
|
|
|
4.3
|
|
||||||||
Contingent consideration fair value adjustment
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Operating income
|
11.2
|
|
|
(9.3
|
)
|
|
2.0
|
|
|
7.7
|
|
|
10.5
|
|
|
14.0
|
|
|
11.5
|
|
|
7.5
|
|
||||||||
Net income
|
8.6
|
|
|
(5.8
|
)
|
|
(0.4
|
)
|
|
3.4
|
|
|
5.6
|
|
|
8.7
|
|
|
8.7
|
|
|
6.6
|
|
(In thousands)
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Long-term debt
|
$
|
667,286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
667,286
|
|
Pension obligations
|
7,476
|
|
|
166
|
|
|
278
|
|
|
300
|
|
|
161
|
|
|
344
|
|
|
6,227
|
|
|||||||
Capital purchase obligations
1
|
11,958
|
|
|
11,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
25,105
|
|
|
8,624
|
|
|
6,879
|
|
|
5,528
|
|
|
2,037
|
|
|
855
|
|
|
1,182
|
|
|||||||
Total
|
$
|
711,825
|
|
|
$
|
20,748
|
|
|
$
|
7,157
|
|
|
$
|
5,828
|
|
|
$
|
2,198
|
|
|
$
|
1,199
|
|
|
$
|
674,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrecognized tax benefits
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Capital purchase obligations represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31,
2015
, as the Company had not yet received the related goods or taken title to the property.
|
2.
|
The Company had
$7.6 million
of total gross unrecognized tax benefits at December 31,
2015
. The timing of any payments associated with these unrecognized tax benefits will depend on a number of factors. Accordingly, the Company cannot make reasonably reliable estimates of the amount and period of potential cash settlements, if any, with taxing authorities and are not included in the table above.
|
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
1,081,121
|
|
|
$
|
962,069
|
|
|
$
|
693,459
|
|
Net income
|
$
|
80,296
|
|
|
$
|
7,887
|
|
|
$
|
74,526
|
|
Adjustments to net income
|
|
|
|
|
|
||||||
Equity in net loss of affiliates
|
1,687
|
|
|
293
|
|
|
—
|
|
|||
Income tax expense (benefit)
|
10,202
|
|
|
(21,572
|
)
|
|
21,669
|
|
|||
Interest expense
|
38,667
|
|
|
33,355
|
|
|
153
|
|
|||
Interest income
|
(429
|
)
|
|
(1,336
|
)
|
|
(317
|
)
|
|||
Other (income) expense, net
|
(12,355
|
)
|
|
2,727
|
|
|
(1,794
|
)
|
|||
GAAP – Operating income
|
118,068
|
|
|
21,354
|
|
|
94,237
|
|
|||
Charge for fair value write-up of acquired inventory sold
|
—
|
|
|
48,586
|
|
|
—
|
|
|||
Transaction-related costs
|
—
|
|
|
26,776
|
|
|
—
|
|
|||
Deal costs
|
—
|
|
|
9,125
|
|
|
973
|
|
|||
Integration costs
|
12,667
|
|
|
19,652
|
|
|
—
|
|
|||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|||
Amortization of intangible assets
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||
Adjusted operating income
|
178,084
|
|
|
161,278
|
|
|
102,744
|
|
|||
Depreciation
|
54,305
|
|
|
46,637
|
|
|
29,468
|
|
|||
Adjusted EBITDA
|
$
|
232,389
|
|
|
$
|
207,915
|
|
|
$
|
132,212
|
|
Adjusted operating margin
|
16.5
|
%
|
|
16.8
|
%
|
|
14.8
|
%
|
|||
Adjusted EBITDA – as a % of net sales
|
21.5
|
%
|
|
21.6
|
%
|
|
19.1
|
%
|
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
80,296
|
|
|
$
|
7,887
|
|
|
$
|
74,526
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Charge for fair value write-up of acquired inventory sold
|
—
|
|
|
48,586
|
|
|
—
|
|
|||
Transaction-related costs
|
—
|
|
|
26,776
|
|
|
—
|
|
|||
Deal costs
|
—
|
|
|
13,288
|
|
|
973
|
|
|||
Integration costs
|
12,667
|
|
|
19,510
|
|
|
—
|
|
|||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|||
Reclassification of cumulative translation adjustments adjustments associated with liquidated subsidiaries
|
—
|
|
|
—
|
|
|
787
|
|
|||
Net (gain) loss on impairment/sale of short-term investment or equity investments
|
(1,449
|
)
|
|
1,710
|
|
|
—
|
|
|||
Amortization of intangible assets
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||
Tax effect of adjustments to net income attributable to Entegris
|
(18,248
|
)
|
|
(56,819
|
)
|
|
(3,044
|
)
|
|||
Non-GAAP net income
|
$
|
120,615
|
|
|
$
|
96,723
|
|
|
$
|
80,776
|
|
Diluted earnings per common share
|
$
|
0.57
|
|
|
$
|
0.06
|
|
|
$
|
0.53
|
|
Effect of adjustments to net income
|
$
|
0.29
|
|
|
$
|
0.63
|
|
|
$
|
0.04
|
|
Diluted non-GAAP earnings per common share
|
$
|
0.85
|
|
|
$
|
0.69
|
|
|
$
|
0.58
|
|
(b)
|
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a)) (2)
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
4,195,760
|
|
|
$
|
10.57
|
|
|
10,400,798
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,195,760
|
|
|
$
|
10.57
|
|
|
10,400,798
|
|
(1)
|
The weighted average exercise price does not take into account the shares issuable upon outstanding restricted stock unit vesting, which have no exercise price.
|
(2)
|
These shares are available under the 2010 Stock Plan for future issuance for stock options, restricted stock units, performance shares and stock awards in accordance with the terms of the 2010 Stock Plan.
|
(a)
|
The following documents are filed as a part of this report:
|
1.
|
Financial Statements.
The Consolidated Financial Statements listed under Item 8 of this report and in the Index to Consolidated Financial Statements on page F-1 of this report are incorporated by reference herein.
|
2.
|
Exhibits.
|
A.
|
The following exhibits are incorporated by reference:
|
Reg. S-K
Item 601(b)
Reference
|
|
Document Incorporated
|
|
Referenced
Document on file
with the
Commission
|
(2)
|
|
Agreement and Plan of Merger, dated as of February 4, 2014, among Entegris, Inc., Atomic Merger Corporation and ATMI, Inc.
|
|
Exhibit 2.1 to Entegris, Inc Current Report on Form 8-K filed on February 4, 2014
|
(3)
|
|
By-Laws of Entegris, Inc., as amended December 17, 2008
|
|
Exhibit 3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008
|
(3)
|
|
Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended
|
|
Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011
|
(4)
|
|
Form of certificate representing shares of Common Stock, $.01 par value per share
|
|
Exhibit 4.1 to Form S-4 Registration Statement of Entegris, Inc. and Eagle DE, Inc. (No. 333-124719)
|
(4)
|
|
Indenture, dated as of April 1, 2014, between Entegris, Inc., as Issuer and Wells Fargo Bank National Association, as Trustee, with respect to $360,000,000 6% Senior Unsecured Notes Due 2022, including the form of note representing the 2022 Senior Unsecured Notes
|
|
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2014
|
(10)
|
|
Entegris, Inc. – 2010 Stock Plan, as amended*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 3, 2010
|
(10)
|
|
Entegris, Inc. Outside Directors’ Stock Option Plan*
|
|
Exhibit 10.2 to Entegris, Inc. Registration Statement on Form S-1 (No. 333-33668)
|
(10)
|
|
Entegris, Inc. 2000 Employee Stock Purchase Plan*
|
|
Exhibit 10.3 to Entegris, Inc. Registration Statement on Form S-1 (No. 333-33668)
|
(10)
|
|
Amended and Restated Entegris Incentive Plan*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2008
|
(10)
|
|
Lease Agreement, dated April 1, 2002 between Nortel Networks HPOCS Inc. and Mykrolis Corporation, relating to Executive office, R&D and manufacturing facility located at 129 Concord Road Billerica, MA
|
|
Exhibit 10.1.3 to Mykrolis Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
|
(10)
|
|
Amendment of Lease between Entegris, Inc. and KBS Rivertech, LLC dated April 1, 2012
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2012
|
(10)
|
|
Fluoropolymer Purchase and Sale Agreement, by and between E.I. Du Pont De Nemours and Company and the Registrant, dated January 1, 2011, as amended
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the quarter ended April 2, 2011
|
(10)
|
|
Form of Indemnification Agreement between Entegris, Inc. and each of its executive officers and Directors
|
|
Exhibit 10.30 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
|
(10)
|
|
Form of Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers*
|
|
Exhibit 10.31 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
|
(10)
|
|
Severance Protection Agreement, dated May 13, 2011 between Entegris, Inc. and Gregory B. Graves*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 2, 2011
|
(10)
|
|
Trust Agreement between Entegris, Inc. Fidelity Management Trust Company and Entegris Inc. 401(k) Savings and Profit Sharing Plan Trust, dated December 29, 2007.
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2007
|
(10)
|
|
Entegris, Inc. 2007 Deferred Compensation Plan*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form10-Q for the fiscal period ended June 30, 2007
|
(10)
|
|
Entegris, Inc. – Form of 2010 RSU Unit Award Agreement*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended April 3, 2010
|
(10)
|
|
Entegris, Inc. – Form of 2010 Stock Option Award Agreement*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended April 3, 2010
|
(10)
|
|
Amended and Restated Supplemental Executive Retirement Plan for Key Salaried Employees*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008
|
(10)
|
|
Amendment to Amended and Restated SERP*
|
|
Exhibit 10.15 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
|
(10)
|
|
Entegris, Inc. 2012 RSU Unit Award Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2012
|
(10)
|
|
Entegris, Inc. 2012 Stock Option Grant Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2012
|
(10)
|
|
Entegris, Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement)*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2012
|
(10)
|
|
Executive Employment Agreement, effective November 28, 2012, between the Registrant and Bertrand Loy*
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
(10)
|
|
2011 RSU Unit Award Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
(10)
|
|
2011 Stock Option Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
(10)
|
|
Amendment No. 1, dated April 26, 2013, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*
|
|
Exhibit 99.1 to Entegris, Inc. Periodic Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013
|
(10)
|
|
Membrane Manufacture and Supply Transition Agreement, dated as of November 22, 2013, between Entegris, inc. and EMD Millipore Corporation
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2014
|
(10)
|
|
ABL Credit and Guaranty Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as administrative agent and collateral agent
|
|
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Term Loan Credit and Guaranty Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as administrative agent and collateral agent
|
|
Exhibit 10.2 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
ABL Pledge and Security Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as collateral agent
|
|
Exhibit 10.3 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Term Loan Pledge and Security Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as collateral agent
|
|
Exhibit 10.4 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
ABL Intercreditor Agreement, dated as of April 30, 2014, among Goldman Sachs Bank USA, as ABL Collateral Agent, Goldman Sachs Bank USA, as Term Collateral Agent, and acknowledged by the Company and its wholly owned domestic subsidiaries
|
|
Exhibit 10.5 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
2014 Performance Award Agreement
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2014
|
(10)
|
|
Entegris, Inc. 2013 RSU Unit Award Agreement*
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2013 Stock Option Grant Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2014 RSU Unit Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2014 Stock Option Grant Agreement*
|
|
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Letter Agreement, dated November 13, 2014, between Registrant and Gregory Morris*
|
|
Exhibit 10.5 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
Reference
|
|
Exhibit No.
|
|
Documents Filed Herewith
|
(10)
|
|
10.1
|
|
Form of Revised Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)*
|
(10)
|
|
10.2
|
|
Entegris, Inc. 2015 Performance Share Award Agreement*
|
(10)
|
|
10.3
|
|
Entegris, Inc. 2015 RSU Unit Award Agreement*
|
(10)
|
|
10.4
|
|
Entegris, Inc. 2015 Stock Option Grant Agreement*
|
(21)
|
|
21
|
|
Subsidiaries of Entegris, Inc.
|
(23)
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
(24)
|
|
24
|
|
Power of Attorney by the Directors of Entegris, Inc.
|
(31)
|
|
31.1
|
|
Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
|
(31)
|
|
31.2
|
|
Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
|
(32)
|
|
32.1
|
|
Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(32)
|
|
32.2
|
|
Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(101)
|
|
101.INS
|
|
XBRL Instance Document
|
(101)
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
(101)
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
(101)
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(101)
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
(101)
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
ENTEGRIS, INC.
|
||
|
|
|
|
Date: February 26, 2016
|
By
|
|
/s/ B
ERTRAND
L
OY
|
|
|
|
Bertrand Loy
|
|
|
|
President & Chief Executive Officer
|
S
IGNATURE
|
|
T
ITLE
|
|
D
ATE
|
/s/ B
ERTRAND
L
OY
|
|
President, Chief Executive Officer and Director
(Principal executive officer)
|
|
February 26, 2016
|
Bertrand Loy
|
|
|
|
|
|
|
|
|
|
/s/ G
REGORY
B. G
RAVES
|
|
Executive Vice President, Chief Financial Officer & Treasurer (Principal financial officer)
|
|
February 26, 2016
|
Gregory B. Graves
|
|
|
|
|
|
|
|
|
|
/s/ M
ICHAEL
D. S
AUER
|
|
Vice President, Controller & Chief Accounting Officer (Principal accounting officer)
|
|
February 26, 2016
|
Michael D. Sauer
|
|
|
|
|
|
|
|
|
|
P
AUL
L.H. O
LSON
*
|
|
Director, Chairman of the Board
|
|
February 26, 2016
|
Paul L.H. Olson
|
|
|
|
|
|
|
|
|
|
M
ICHAEL
A. B
RADLEY
*
|
|
Director
|
|
February 26, 2016
|
Michael A. Bradley
|
|
|
|
|
|
|
|
|
|
M
ARVIN
D. B
URKETT
*
|
|
Director
|
|
February 26, 2016
|
Marvin D. Burkett
|
|
|
|
|
|
|
|
|
|
R. N
ICHOLAS
B
URNS
*
|
|
Director
|
|
February 26, 2016
|
R. Nicholas Burns
|
|
|
|
|
|
|
|
|
|
D
ANIEL
W. C
HRISTMAN
*
|
|
Director
|
|
February 26, 2016
|
Daniel W. Christman
|
|
|
|
|
|
|
|
|
|
JAMES F. GENTILCORE
*
|
|
Director
|
|
February 26, 2016
|
James F. Gentilcore
|
|
|
|
|
|
|
|
|
|
JAMES P. LEDERER
*
|
|
Director
|
|
February 26, 2016
|
James P. Lederer
|
|
|
|
|
|
|
|
|
|
B
RIAN
F. S
ULLIVAN
*
|
|
Director
|
|
February 26, 2016
|
Brian F. Sullivan
|
|
|
|
|
*By
|
|
/s/ PETER W. WALCOTT
|
PETER W. WALCOTT
, A
TTORNEY
-
IN
-F
ACT
|
Reference
|
|
Exhibit No.
|
|
Documents Filed Herewith
|
(10)
|
|
10.1
|
|
Form of Revised Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)*
|
(10)
|
|
10.2
|
|
Entegris, Inc. 2015 Performance Share Award Agreement*
|
(10)
|
|
10.3
|
|
Entegris, Inc. 2015 RSU Unit Award Agreement*
|
(10)
|
|
10.4
|
|
Entegris, Inc. 2015 Stock Option Grant Agreement*
|
(21)
|
|
21
|
|
Subsidiaries of Entegris, Inc.
|
(23)
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
(24)
|
|
24
|
|
Power of Attorney by the Directors of Entegris, Inc.
|
(31)
|
|
31.1
|
|
Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
|
(31)
|
|
31.2
|
|
Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
|
(32)
|
|
32.1
|
|
Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(32)
|
|
32.2
|
|
Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(101)
|
|
101.INS
|
|
XBRL Instance Document
|
(101)
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
(101)
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
(101)
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(101)
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
(101)
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-9
|
(In thousands, except share and per share data)
|
December 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
349,825
|
|
|
$
|
389,699
|
|
Short-term investments
|
2,181
|
|
|
4,601
|
|
||
Trade accounts and notes receivable, net
|
141,409
|
|
|
153,961
|
|
||
Inventories, net
|
173,176
|
|
|
163,125
|
|
||
Deferred tax assets, deferred tax charges and refundable income taxes
|
18,943
|
|
|
30,556
|
|
||
Other current assets
|
25,228
|
|
|
23,713
|
|
||
Total current assets
|
710,762
|
|
|
765,655
|
|
||
Property, plant and equipment, net
|
321,301
|
|
|
313,569
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
342,111
|
|
|
340,743
|
|
||
Intangible assets, net
|
258,942
|
|
|
308,554
|
|
||
Deferred tax assets and other noncurrent tax assets
|
7,771
|
|
|
5,068
|
|
||
Other
|
17,053
|
|
|
28,502
|
|
||
Total assets
|
$
|
1,657,940
|
|
|
$
|
1,762,091
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Long-term debt, current maturities
|
$
|
50,000
|
|
|
$
|
100,000
|
|
Accounts payable
|
36,916
|
|
|
57,417
|
|
||
Accrued payroll and related benefits
|
41,891
|
|
|
51,164
|
|
||
Other accrued liabilities
|
33,968
|
|
|
40,387
|
|
||
Deferred tax liabilities and income taxes payable
|
12,775
|
|
|
13,552
|
|
||
Total current liabilities
|
175,550
|
|
|
262,520
|
|
||
Long-term debt, excluding current maturities
|
617,287
|
|
|
666,796
|
|
||
Pension benefit obligations and other liabilities
|
24,608
|
|
|
25,373
|
|
||
Deferred tax liabilities and other noncurrent tax liabilities
|
37,612
|
|
|
58,961
|
|
||
Commitments and contingent liabilities
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares: 140,716,420 and 139,792,583
|
1,407
|
|
|
1,398
|
|
||
Additional paid-in capital
|
848,667
|
|
|
830,430
|
|
||
Retained deficit
|
(416
|
)
|
|
(80,712
|
)
|
||
Accumulated other comprehensive loss
|
(46,775
|
)
|
|
(2,675
|
)
|
||
Total equity
|
802,883
|
|
|
748,441
|
|
||
Total liabilities and equity
|
$
|
1,657,940
|
|
|
$
|
1,762,091
|
|
(In thousands, except per share data)
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Net sales
|
$
|
1,081,121
|
|
|
$
|
962,069
|
|
|
$
|
693,459
|
|
Cost of sales
|
610,890
|
|
|
585,386
|
|
|
399,245
|
|
|||
Gross profit
|
470,231
|
|
|
376,683
|
|
|
294,214
|
|
|||
Selling, general and administrative expenses
|
198,914
|
|
|
231,833
|
|
|
137,123
|
|
|||
Engineering, research and development expenses
|
105,900
|
|
|
87,711
|
|
|
55,320
|
|
|||
Amortization of intangible assets
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|||
Operating income
|
118,068
|
|
|
21,354
|
|
|
94,237
|
|
|||
Interest expense
|
38,667
|
|
|
33,355
|
|
|
153
|
|
|||
Interest income
|
(429
|
)
|
|
(1,336
|
)
|
|
(317
|
)
|
|||
Other (income) expense, net
|
(12,355
|
)
|
|
2,727
|
|
|
(1,794
|
)
|
|||
Income (loss) before income tax expense (benefit) and equity in net loss of affiliates
|
92,185
|
|
|
(13,392
|
)
|
|
96,195
|
|
|||
Income tax expense (benefit)
|
10,202
|
|
|
(21,572
|
)
|
|
21,669
|
|
|||
Equity in net loss of affiliates
|
1,687
|
|
|
293
|
|
|
—
|
|
|||
Net income
|
$
|
80,296
|
|
|
$
|
7,887
|
|
|
$
|
74,526
|
|
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
0.57
|
|
|
$
|
0.06
|
|
|
$
|
0.54
|
|
Diluted net income per common share
|
$
|
0.57
|
|
|
$
|
0.06
|
|
|
$
|
0.53
|
|
Weighted shares outstanding
|
|
|
|
|
|
||||||
Basic
|
140,353
|
|
|
139,311
|
|
|
138,950
|
|
|||
Diluted
|
141,121
|
|
|
140,062
|
|
|
139,618
|
|
(In thousands)
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Net income
|
$
|
80,296
|
|
|
$
|
7,887
|
|
|
$
|
74,526
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(44,569
|
)
|
|
(26,948
|
)
|
|
(17,504
|
)
|
|||
Reclassification of cumulative translation adjustment associated with liquidated subsidiaries
|
—
|
|
|
—
|
|
|
787
|
|
|||
Unrealized gain (loss) on available-for-sale investments
|
611
|
|
|
(1,884
|
)
|
|
—
|
|
|||
Reclassification adjustment associated with unrealized loss realized upon the write-down of available-for-sale investments
|
—
|
|
|
1,884
|
|
|
—
|
|
|||
Pension liability adjustments, net of income tax expense (benefit) of $45, $71, and $(37) for year ended December 31, 2015, 2014, and 2013
|
(142
|
)
|
|
(150
|
)
|
|
202
|
|
|||
Other comprehensive loss
|
(44,100
|
)
|
|
(27,098
|
)
|
|
(16,515
|
)
|
|||
Comprehensive income (loss)
|
$
|
36,196
|
|
|
$
|
(19,211
|
)
|
|
$
|
58,011
|
|
(In thousands)
|
Common
shares
outstanding
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Foreign currency translation adjustments
|
|
Available-for-sale investments - Change in net unrealized gains
|
|
Defined benefit pension adjustments
|
|
Total
|
|||||||||||||||
Balance at December 31, 2012
|
138,458
|
|
|
$
|
1,385
|
|
|
$
|
809,514
|
|
|
$
|
(157,038
|
)
|
|
$
|
41,997
|
|
|
$
|
—
|
|
|
$
|
(1,059
|
)
|
|
$
|
694,799
|
|
Shares issued under stock plans
|
1,882
|
|
|
18
|
|
|
7,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,685
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
7,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,928
|
|
|||||||
Repurchase and retirement of common stock
|
(1,606
|
)
|
|
(16
|
)
|
|
(9,391
|
)
|
|
(6,087
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,494
|
)
|
|||||||
Tax benefit associated with stock plans
|
—
|
|
|
—
|
|
|
3,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,914
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
202
|
|
|||||||
Reclassification of cumulative translation adjustment associated with liquidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
787
|
|
|
—
|
|
|
—
|
|
|
787
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,504
|
)
|
|
—
|
|
|
—
|
|
|
(17,504
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
74,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,526
|
|
|||||||
Balance at December 31, 2013
|
138,734
|
|
|
1,387
|
|
|
819,632
|
|
|
(88,599
|
)
|
|
25,280
|
|
|
—
|
|
|
(857
|
)
|
|
756,843
|
|
|||||||
Shares issued under stock plans
|
1,059
|
|
|
11
|
|
|
1,069
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
8,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,887
|
|
|||||||
Tax benefit associated with stock plans
|
—
|
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
(150
|
)
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,948
|
)
|
|
—
|
|
|
—
|
|
|
(26,948
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,887
|
|
|||||||
Balance at December 31, 2014
|
139,793
|
|
|
1,398
|
|
|
830,430
|
|
|
(80,712
|
)
|
|
(1,668
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
748,441
|
|
|||||||
Shares issued under stock plans
|
923
|
|
|
9
|
|
|
1,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,756
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
11,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,033
|
|
|||||||
Tax benefit associated with stock plans
|
—
|
|
|
—
|
|
|
5,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,457
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||||
Available-for-sale investments, change in net unrealized gains, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
611
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,569
|
)
|
|
—
|
|
|
—
|
|
|
(44,569
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
80,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,296
|
|
|||||||
Balance at December 31, 2015
|
140,716
|
|
|
$
|
1,407
|
|
|
$
|
848,667
|
|
|
$
|
(416
|
)
|
|
$
|
(46,237
|
)
|
|
$
|
611
|
|
|
$
|
(1,149
|
)
|
|
$
|
802,883
|
|
(In thousands)
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
80,296
|
|
|
$
|
7,887
|
|
|
$
|
74,526
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
54,305
|
|
|
46,637
|
|
|
29,468
|
|
|||
Amortization
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||
Share-based compensation expense
|
11,033
|
|
|
8,887
|
|
|
7,928
|
|
|||
Charge for fair value write-up of acquired inventory sold
|
—
|
|
|
48,586
|
|
|
—
|
|
|||
Provision for deferred income taxes
|
(13,313
|
)
|
|
(44,716
|
)
|
|
8,232
|
|
|||
Charge for excess and obsolete inventory
|
8,311
|
|
|
4,513
|
|
|
3,963
|
|
|||
Excess tax benefit from share-based compensation plans
|
(5,457
|
)
|
|
(842
|
)
|
|
(3,914
|
)
|
|||
Amortization of debt issuance costs
|
3,344
|
|
|
5,848
|
|
|
—
|
|
|||
Other
|
(20,299
|
)
|
|
2,209
|
|
|
(765
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Trade accounts receivable and notes receivable
|
5,212
|
|
|
(4,845
|
)
|
|
(13,363
|
)
|
|||
Inventories
|
(26,670
|
)
|
|
(11,608
|
)
|
|
(441
|
)
|
|||
Accounts payable and other accrued liabilities
|
(28,686
|
)
|
|
14,348
|
|
|
(4,408
|
)
|
|||
Other current assets
|
654
|
|
|
(1,699
|
)
|
|
(414
|
)
|
|||
Income taxes payable and refundable income taxes
|
4,955
|
|
|
10,975
|
|
|
2,731
|
|
|||
Other
|
(116
|
)
|
|
3,176
|
|
|
(3,488
|
)
|
|||
Net cash provided by operating activities
|
120,918
|
|
|
126,423
|
|
|
109,402
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisition of property and equipment
|
(71,977
|
)
|
|
(57,733
|
)
|
|
(60,360
|
)
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(809,390
|
)
|
|
(13,358
|
)
|
|||
Proceeds from sale or maturities of short-term investments
|
7,692
|
|
|
13,778
|
|
|
20,000
|
|
|||
Proceeds from sale of assets held for sale
|
—
|
|
|
—
|
|
|
6,500
|
|
|||
Payments for non-compete agreements
|
—
|
|
|
(7,517
|
)
|
|
—
|
|
|||
Other
|
647
|
|
|
567
|
|
|
189
|
|
|||
Net cash used in investing activities
|
(63,638
|
)
|
|
(860,295
|
)
|
|
(47,029
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
—
|
|
|
855,200
|
|
|
—
|
|
|||
Payments of long-term debt
|
(100,000
|
)
|
|
(88,650
|
)
|
|
—
|
|
|||
Payments for debt issuance costs
|
—
|
|
|
(20,747
|
)
|
|
—
|
|
|||
Issuance of common stock from employee stock plans
|
4,264
|
|
|
3,559
|
|
|
7,685
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(2,508
|
)
|
|
(2,479
|
)
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
—
|
|
|
—
|
|
|
(15,494
|
)
|
|||
Other
|
5,457
|
|
|
765
|
|
|
3,914
|
|
|||
Net cash (used in) provided by financing activities
|
(92,787
|
)
|
|
747,648
|
|
|
(3,895
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(4,367
|
)
|
|
(8,503
|
)
|
|
(4,471
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(39,874
|
)
|
|
5,273
|
|
|
54,007
|
|
|||
Cash and cash equivalents at beginning of year
|
389,699
|
|
|
384,426
|
|
|
330,419
|
|
|||
Cash and cash equivalents at end of year
|
$
|
349,825
|
|
|
$
|
389,699
|
|
|
$
|
384,426
|
|
(In thousands)
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Equipment purchases in accounts payable
|
$
|
3,757
|
|
|
$
|
3,702
|
|
|
$
|
6,950
|
|
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
35,126
|
|
|
$
|
21,919
|
|
|
$
|
72
|
|
Income taxes, net of refunds received
|
16,060
|
|
|
12,274
|
|
|
10,208
|
|
(In thousands):
|
|
||
Cash paid to ATMI shareholders
|
$
|
1,099,033
|
|
Cash paid in settlement of share-based compensation awards
|
31,451
|
|
|
Total purchase price
|
1,130,484
|
|
|
Less cash and cash equivalents acquired
|
321,094
|
|
|
Total purchase price, net of cash acquired
|
$
|
809,390
|
|
(In thousands):
|
|
||
Accounts receivable and other current assets
|
$
|
109,965
|
|
Inventory
|
114,200
|
|
|
Property, plant and equipment
|
124,025
|
|
|
Identifiable intangible assets
|
297,040
|
|
|
Other noncurrent assets
|
8,503
|
|
|
Current liabilities
|
(60,943
|
)
|
|
Deferred tax liabilities and other noncurrent liabilities
|
(120,495
|
)
|
|
Net assets acquired
|
472,295
|
|
|
Goodwill
|
337,095
|
|
|
Total purchase price, net of cash acquired
|
$
|
809,390
|
|
|
Year ended
|
|||||
(In thousands, except per share data) (Unaudited)
|
December 31, 2014
|
December 31, 2013
|
||||
Net sales
|
$
|
1,076,334
|
|
$
|
1,051,175
|
|
Net income
|
68,279
|
|
60,324
|
|
||
Per share amounts:
|
|
|
||||
Net income per common share - basic
|
$
|
0.49
|
|
$
|
0.43
|
|
Net income per common share - diluted
|
0.49
|
|
0.43
|
|
a.
|
The elimination of transactions between Entegris and ATMI, which upon completion of the merger would be considered intercompany. This reflects the elimination of intercompany sales and associated intercompany accounts.
|
b.
|
Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation.
|
c.
|
Removal of the operating results of ATMI's discontinued operations.
|
(In thousands):
|
|
|||
Accounts receivable, inventory and other assets
|
|
$
|
944
|
|
Identifiable intangible assets
|
|
5,634
|
|
|
Current liabilities
|
|
(216
|
)
|
|
Net assets acquired
|
|
6,362
|
|
|
Goodwill
|
|
10,090
|
|
|
Total purchase price
|
|
$
|
16,452
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Accounts receivable
|
$
|
138,473
|
|
|
$
|
151,082
|
|
Notes receivable
|
4,254
|
|
|
4,706
|
|
||
|
142,727
|
|
|
155,788
|
|
||
Less allowance for doubtful accounts
|
1,318
|
|
|
1,827
|
|
||
|
$
|
141,409
|
|
|
$
|
153,961
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
51,063
|
|
|
$
|
41,015
|
|
Work-in-process
|
11,644
|
|
|
14,190
|
|
||
Finished goods
(a)
|
110,469
|
|
|
107,920
|
|
||
|
$
|
173,176
|
|
|
$
|
163,125
|
|
(a)
|
Includes consignment inventories held by customers for
$16.1 million
and
$11.0 million
at December 31,
2015
and
2014
, respectively.
|
(In thousands)
|
2015
|
|
2014
|
|
Estimated
useful lives in
years
|
||||
Land
|
$
|
14,630
|
|
|
$
|
15,064
|
|
|
|
Buildings and improvements
|
155,337
|
|
|
150,450
|
|
|
5-35
|
||
Manufacturing equipment
|
233,473
|
|
|
214,509
|
|
|
5-10
|
||
Canisters and cylinders
|
54,263
|
|
|
42,154
|
|
|
3-12
|
||
Molds
|
82,019
|
|
|
80,532
|
|
|
3-5
|
||
Office furniture and equipment
|
98,291
|
|
|
99,624
|
|
|
3-8
|
||
Construction in progress
|
25,128
|
|
|
27,185
|
|
|
|
||
|
663,141
|
|
|
629,518
|
|
|
|
||
Less accumulated depreciation
|
341,840
|
|
|
315,949
|
|
|
|
||
|
$
|
321,301
|
|
|
$
|
313,569
|
|
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense
|
$
|
54,305
|
|
|
$
|
46,637
|
|
|
$
|
29,468
|
|
(In thousands)
|
CMH
|
|
EM
|
|
Total
|
||||||
December 31, 2013
|
$
|
12,274
|
|
|
$
|
—
|
|
|
$
|
12,274
|
|
Addition due to acquisition
|
35,329
|
|
|
296,795
|
|
|
332,124
|
|
|||
Other, including foreign currency translation
|
(120
|
)
|
|
(3,535
|
)
|
|
(3,655
|
)
|
|||
December 31, 2014
|
47,483
|
|
|
293,260
|
|
|
340,743
|
|
|||
Addition due to purchase accounting adjustments
|
—
|
|
|
4,972
|
|
|
4,972
|
|
|||
Other, including foreign currency translation
|
(72
|
)
|
|
(3,532
|
)
|
|
(3,604
|
)
|
|||
December 31, 2015
|
$
|
47,411
|
|
|
$
|
294,700
|
|
|
$
|
342,111
|
|
2015
|
|||||||||||||
(In thousands)
|
Gross carrying
Amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted
average life in
years
|
||||||
Patents
|
$
|
1,315
|
|
|
$
|
900
|
|
|
$
|
415
|
|
|
9.8
|
Developed technology
|
199,377
|
|
|
101,983
|
|
|
97,394
|
|
|
6.6
|
|||
Trademarks and trade names
|
17,085
|
|
|
10,905
|
|
|
6,180
|
|
|
9.8
|
|||
Customer relationships
|
218,283
|
|
|
72,948
|
|
|
145,335
|
|
|
10.3
|
|||
Other
|
16,766
|
|
|
7,148
|
|
|
9,618
|
|
|
6.6
|
|||
|
$
|
452,826
|
|
|
$
|
193,884
|
|
|
$
|
258,942
|
|
|
8.5
|
2014
|
|||||||||||||
(In thousands)
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted
average life in
years
|
||||||
Patents
|
$
|
1,347
|
|
|
$
|
779
|
|
|
$
|
568
|
|
|
9.8
|
Developed technology
|
199,402
|
|
|
78,785
|
|
|
120,617
|
|
|
6.6
|
|||
Trademarks and trade names
|
17,152
|
|
|
8,883
|
|
|
8,269
|
|
|
9.8
|
|||
Customer relationships
|
220,420
|
|
|
54,452
|
|
|
165,968
|
|
|
10.3
|
|||
Other
|
16,768
|
|
|
3,636
|
|
|
13,132
|
|
|
6.6
|
|||
|
$
|
455,089
|
|
|
$
|
146,535
|
|
|
$
|
308,554
|
|
|
8.5
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization expense
|
$
|
47,349
|
|
|
$
|
37,067
|
|
|
$
|
9,347
|
|
|
|
||
Fiscal year ending December 31
|
(In thousands)
|
||
2016
|
$
|
44,802
|
|
2017
|
43,936
|
|
|
2018
|
40,797
|
|
|
2019
|
38,557
|
|
|
2020
|
28,743
|
|
|
Thereafter
|
62,107
|
|
|
|
$
|
258,942
|
|
(In thousands)
|
December 31, 2015
|
|
December 31, 2014
|
||||
Senior secured term loan facility due 2021
|
$
|
307,287
|
|
|
$
|
406,796
|
|
Senior unsecured notes due 2022
|
360,000
|
|
|
360,000
|
|
||
Total long-term debt
|
667,287
|
|
|
766,796
|
|
||
Less current maturities of long-term debt
|
50,000
|
|
|
100,000
|
|
||
Long-term debt less current maturities
|
$
|
617,287
|
|
|
$
|
666,796
|
|
Fiscal year ending
|
(In thousands)
|
||
2016
|
$
|
—
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
Thereafter
|
667,287
|
|
|
|
$
|
667,287
|
|
|
|
||
Fiscal year ending December 31
|
(In thousands)
|
||
2016
|
$
|
8,624
|
|
2017
|
6,879
|
|
|
2018
|
5,528
|
|
|
2019
|
2,037
|
|
|
2020
|
855
|
|
|
Thereafter
|
1,182
|
|
|
Total minimum lease payments
|
$
|
25,105
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
(16,751
|
)
|
|
$
|
(118,917
|
)
|
|
$
|
29,066
|
|
Foreign
|
108,936
|
|
|
105,525
|
|
|
67,129
|
|
|||
Income (loss) before income tax expense (benefit) and equity in net loss of affiliates
|
$
|
92,185
|
|
|
$
|
(13,392
|
)
|
|
$
|
96,195
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
4,170
|
|
|
$
|
1,574
|
|
|
$
|
854
|
|
State
|
528
|
|
|
111
|
|
|
772
|
|
|||
Foreign
|
18,817
|
|
|
21,459
|
|
|
12,937
|
|
|||
|
23,515
|
|
|
23,144
|
|
|
14,563
|
|
|||
Deferred (net of valuation allowance):
|
|
|
|
|
|
||||||
Federal
|
(11,374
|
)
|
|
(41,484
|
)
|
|
6,003
|
|
|||
State
|
(738
|
)
|
|
(1,545
|
)
|
|
(650
|
)
|
|||
Foreign
|
(1,201
|
)
|
|
(1,687
|
)
|
|
1,753
|
|
|||
|
(13,313
|
)
|
|
(44,716
|
)
|
|
7,106
|
|
|||
Income tax expense (benefit)
|
$
|
10,202
|
|
|
$
|
(21,572
|
)
|
|
$
|
21,669
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Expected federal income tax at statutory rate
|
$
|
32,265
|
|
|
$
|
(4,687
|
)
|
|
$
|
33,668
|
|
State income taxes before valuation allowance, net of federal tax effect
|
(576
|
)
|
|
(2,115
|
)
|
|
(357
|
)
|
|||
(Losses) income without tax (benefit) expense
|
(103
|
)
|
|
(72
|
)
|
|
22
|
|
|||
Effect of foreign source income
|
(23,374
|
)
|
|
(19,996
|
)
|
|
(10,583
|
)
|
|||
Tax contingencies
|
1,483
|
|
|
1,379
|
|
|
1,383
|
|
|||
Valuation allowance
|
1,109
|
|
|
2,106
|
|
|
445
|
|
|||
Non-deductible acquisition costs
|
363
|
|
|
2,176
|
|
|
—
|
|
|||
U.S. federal research credit
|
(3,905
|
)
|
|
(2,085
|
)
|
|
(3,233
|
)
|
|||
Other items, net
|
2,940
|
|
|
1,722
|
|
|
324
|
|
|||
Income tax expense (benefit)
|
$
|
10,202
|
|
|
$
|
(21,572
|
)
|
|
$
|
21,669
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Gross unrecognized tax benefits at beginning of year
|
$
|
5,984
|
|
|
$
|
4,277
|
|
Increase from acquisition
|
—
|
|
|
2,431
|
|
||
Decreases in tax positions for prior years
|
(51
|
)
|
|
(246
|
)
|
||
Increases in tax positions for current year
|
2,067
|
|
|
2,409
|
|
||
Settlements
|
(194
|
)
|
|
(1,385
|
)
|
||
Lapse in statute of limitations
|
(185
|
)
|
|
(1,502
|
)
|
||
Gross unrecognized tax benefits at end of year
|
$
|
7,621
|
|
|
$
|
5,984
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(Shares in thousands)
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|||||||||
Options outstanding, beginning of year
|
2,034
|
|
|
$
|
9.67
|
|
|
1,961
|
|
|
$
|
8.20
|
|
|
2,565
|
|
|
$
|
8.20
|
|
Granted
|
411
|
|
|
13.49
|
|
|
651
|
|
|
11.71
|
|
|
553
|
|
|
9.88
|
|
|||
Exercised
|
(219
|
)
|
|
7.62
|
|
|
(546
|
)
|
|
6.56
|
|
|
(786
|
)
|
|
7.54
|
|
|||
Expired or Forfeited
|
(87
|
)
|
|
10.72
|
|
|
(32
|
)
|
|
14.06
|
|
|
(371
|
)
|
|
12.10
|
|
|||
Options outstanding, end of year
|
2,139
|
|
|
$
|
10.57
|
|
|
2,034
|
|
|
$
|
9.67
|
|
|
1,961
|
|
|
$
|
8.20
|
|
Options exercisable, end of year
|
961
|
|
|
$
|
9.07
|
|
|
728
|
|
|
$
|
7.92
|
|
|
1,001
|
|
|
$
|
6.92
|
|
(Shares in thousands)
|
Options outstanding
|
|
Options exercisable
|
||||||||||||
Range of exercise prices
|
Number
outstanding
|
|
Weighted
average
remaining life
in years
|
|
Weighted-
average
exercise
price
|
|
Number
exercisable
|
|
Weighted
average
exercise
price |
||||||
$1.13 to $9.40
|
640
|
|
|
2.3 years
|
|
$
|
8.18
|
|
|
569
|
|
|
$
|
8.05
|
|
$9.88 to $9.88
|
498
|
|
|
4.1 years
|
|
9.88
|
|
|
245
|
|
|
9.88
|
|
||
$11.71 to $11.71
|
590
|
|
|
5.1 years
|
|
11.71
|
|
|
147
|
|
|
11.71
|
|
||
$13.49 to $13.49
|
411
|
|
|
6.1 years
|
|
13.49
|
|
|
—
|
|
|
—
|
|
||
|
2,139
|
|
|
4.3 years
|
|
10.57
|
|
|
961
|
|
|
9.07
|
|
Employee stock options:
|
2015
|
|
2014
|
|
2013
|
||||||
Volatility
|
34.6
|
%
|
|
43.3
|
%
|
|
51.7
|
%
|
|||
Risk-free interest rate
|
1.3
|
%
|
|
1.1
|
%
|
|
0.7
|
%
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected life (years)
|
3.9
|
|
|
3.8
|
|
|
3.6
|
|
|||
Weighted average fair value per option
|
$
|
3.86
|
|
|
$
|
3.99
|
|
|
$
|
3.80
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Exercise of stock options and employee contributions to the ESPP
|
$
|
4,049
|
|
|
$
|
3,117
|
|
|
$
|
7,685
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(Shares in
thousands)
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|||||||||
Unvested, beginning of year
|
1,613
|
|
|
$
|
10.53
|
|
|
1,570
|
|
|
$
|
8.98
|
|
|
1,802
|
|
|
$
|
7.02
|
|
Granted
|
1,043
|
|
|
13.47
|
|
|
834
|
|
|
11.59
|
|
|
717
|
|
|
9.85
|
|
|||
Vested
|
(638
|
)
|
|
10.13
|
|
|
(686
|
)
|
|
8.32
|
|
|
(871
|
)
|
|
5.67
|
|
|||
Forfeited
|
(136
|
)
|
|
11.26
|
|
|
(105
|
)
|
|
10.14
|
|
|
(78
|
)
|
|
8.66
|
|
|||
Unvested, end of year
|
1,882
|
|
|
12.25
|
|
|
1,613
|
|
|
10.53
|
|
|
1,570
|
|
|
8.98
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of sales
|
$
|
1,317
|
|
|
$
|
809
|
|
|
$
|
690
|
|
Engineering, research and development expenses
|
1,000
|
|
|
705
|
|
|
502
|
|
|||
Selling, general and administrative expenses
|
8,716
|
|
|
7,373
|
|
|
6,736
|
|
|||
Share-based compensation expense
|
11,033
|
|
|
8,887
|
|
|
7,928
|
|
|||
Tax benefit
|
3,362
|
|
|
2,746
|
|
|
2,643
|
|
|||
Share-based compensation expense, net of tax
|
$
|
7,671
|
|
|
$
|
6,141
|
|
|
$
|
5,285
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
8,482
|
|
|
$
|
9,855
|
|
Service cost
|
65
|
|
|
64
|
|
||
Interest cost
|
119
|
|
|
111
|
|
||
Actuarial loss
|
15
|
|
|
336
|
|
||
Benefits paid
|
(1,165
|
)
|
|
(922
|
)
|
||
Curtailments
|
(536
|
)
|
|
—
|
|
||
Other
|
1,412
|
|
|
—
|
|
||
Foreign exchange impact
|
(198
|
)
|
|
(962
|
)
|
||
Benefit obligation at end of year
|
8,194
|
|
|
8,482
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
380
|
|
|
384
|
|
||
Return on plan assets
|
19
|
|
|
9
|
|
||
Employer contributions
|
14
|
|
|
9
|
|
||
Acquisitions
|
331
|
|
|
—
|
|
||
Foreign exchange impact
|
(26
|
)
|
|
(22
|
)
|
||
Fair value of plan assets at end of year
|
718
|
|
|
380
|
|
||
Funded status:
|
|
|
|
||||
Plan assets less than benefit obligation - Net amount recognized
|
$
|
(7,476
|
)
|
|
$
|
(8,102
|
)
|
(In thousands)
|
2015
|
|
2014
|
||||
Noncurrent liability
|
$
|
(7,476
|
)
|
|
$
|
(8,102
|
)
|
Accumulated other comprehensive loss, net of taxes
|
1,149
|
|
|
1,007
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Net actuarial loss
|
$
|
435
|
|
|
$
|
1,043
|
|
Prior service cost
|
998
|
|
|
227
|
|
||
Unrecognized transition obligation
|
—
|
|
|
(9
|
)
|
||
Gross amount recognized
|
1,433
|
|
|
1,261
|
|
||
Deferred income taxes
|
(284
|
)
|
|
(254
|
)
|
||
Net amount recognized
|
$
|
1,149
|
|
|
$
|
1,007
|
|
(In thousands)
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
$
|
8,194
|
|
|
$
|
8,482
|
|
Accumulated benefit obligation
|
6,948
|
|
|
7,180
|
|
||
Fair value of plan assets
|
718
|
|
|
380
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Pension benefits:
|
|
|
|
|
|
||||||
Service cost
|
$
|
65
|
|
|
$
|
64
|
|
|
$
|
98
|
|
Interest cost
|
119
|
|
|
111
|
|
|
122
|
|
|||
Expected return on plan assets
|
(17
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|||
Amortization of prior service cost
|
76
|
|
|
18
|
|
|
19
|
|
|||
Amortization of net transition obligation
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Amortization of plan loss
|
28
|
|
|
22
|
|
|
219
|
|
|||
Recognized actuarial net loss
|
14
|
|
|
7
|
|
|
8
|
|
|||
Curtailments
|
160
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension benefit cost
|
$
|
444
|
|
|
$
|
213
|
|
|
$
|
458
|
|
(In thousands)
|
|
|
Quoted prices
in active
markets for
identical
assets
|
|
Significant
observable
inputs
|
|
Significant
unobservable
inputs
|
||||||
Asset category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Taiwan plan assets (a)
|
$
|
718
|
|
|
$
|
718
|
|
|
—
|
|
|
—
|
|
|
$
|
718
|
|
|
$
|
718
|
|
|
—
|
|
|
—
|
|
(a)
|
This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions.
|
(In thousands)
|
|
|
Quoted prices
in active
markets for
identical
assets
|
|
Significant
observable
inputs
|
|
Significant
unobservable
inputs
|
||||||
Asset category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Taiwan plan assets (a)
|
$
|
380
|
|
|
$
|
380
|
|
|
—
|
|
|
—
|
|
|
$
|
380
|
|
|
$
|
380
|
|
|
—
|
|
|
—
|
|
(a)
|
This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions.
|
(In thousands)
|
Contributions
|
|
Payments
|
||||
2016
|
$
|
7
|
|
|
$
|
166
|
|
2017
|
—
|
|
|
278
|
|
||
2018
|
—
|
|
|
300
|
|
||
2019
|
—
|
|
|
161
|
|
||
2020
|
—
|
|
|
344
|
|
||
Years 2021-2025
|
—
|
|
|
2,514
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock
|
2,181
|
|
|
—
|
|
|
—
|
|
|
2,181
|
|
|
4,601
|
|
|
—
|
|
|
—
|
|
|
4,601
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts asset
|
$
|
—
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured and recorded at fair value
|
$
|
2,181
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
|
$
|
4,644
|
|
|
$
|
4,601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,601
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,851
|
|
|
$
|
—
|
|
|
$
|
1,851
|
|
Total liabilities measured and recorded at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,851
|
|
|
$
|
—
|
|
|
$
|
1,851
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
(In thousands)
|
Gross
amounts of recognized assets |
|
Gross
amounts offset in the consolidated balance sheet |
|
Net amount
of assets in the consolidated balance sheet |
|
Gross
amounts of recognized liabilities |
|
Gross
amounts offset in the consolidated balance sheet |
|
Net amount of
liabilities in the consolidated balance sheet |
Foreign exchange forward contracts
|
$2,958
|
|
$495
|
|
$2,463
|
|
$4,336
|
|
$2,485
|
|
$1,851
|
(In thousands)
|
2015
|
|
2014
|
Losses on foreign currency forward contracts
|
$(10,787)
|
|
$(1,456)
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|||
Basic earnings per share—Weighted common shares outstanding
|
140,353
|
|
|
139,311
|
|
|
138,950
|
|
Weighted common shares assumed upon exercise of options and vesting of restricted stock units
|
768
|
|
|
751
|
|
|
668
|
|
Diluted earnings per share—Weighted common shares outstanding
|
141,121
|
|
|
140,062
|
|
|
139,618
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|||
Shares excluded from calculations of diluted EPS
|
998
|
|
|
1,183
|
|
|
1,248
|
|
•
|
CMH
: provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH’s products and subsystems include high-purity materials packaging, fluid handling and dispensing systems and liquid filters as well as microenvironment products that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for high-temperature applications.
|
•
|
EM
: provides high performance materials, materials packaging and materials delivery systems that enable high yield, cost effective semiconductor manufacturing. EM’s products consist of specialized chemistries and performance materials, gas microcontamination control systems and components, and sub-atmospheric pressure gas delivery systems for the safe and efficient handling of hazardous gases to semiconductor process equipment.
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
||||||
CMH
|
$
|
671,331
|
|
|
$
|
653,964
|
|
|
$
|
609,826
|
|
EM
|
409,790
|
|
|
308,105
|
|
|
83,633
|
|
|||
Total net sales
|
$
|
1,081,121
|
|
|
$
|
962,069
|
|
|
$
|
693,459
|
|
(
In thousands
)
|
2015
|
|
2014
|
|
2013
|
||||||
Segment profit:
|
|
|
|
|
|
||||||
CMH
|
$
|
155,212
|
|
|
$
|
138,379
|
|
|
$
|
128,910
|
|
EM
|
94,653
|
|
|
90,121
|
|
|
20,034
|
|
|||
Total segment profit
|
$
|
249,865
|
|
|
$
|
228,500
|
|
|
$
|
148,944
|
|
(
In thousands
)
|
2015
|
|
2014
|
|
2013
|
||||||
Total assets:
|
|
|
|
|
|
||||||
CMH
|
$
|
489,433
|
|
|
$
|
500,575
|
|
|
$
|
395,291
|
|
EM
|
765,955
|
|
|
804,889
|
|
|
46,831
|
|
|||
Corporate
|
402,552
|
|
|
456,627
|
|
|
433,172
|
|
|||
Total assets
|
$
|
1,657,940
|
|
|
$
|
1,762,091
|
|
|
$
|
875,294
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
CMH
|
$
|
37,521
|
|
|
$
|
37,455
|
|
|
$
|
32,797
|
|
EM
|
59,297
|
|
|
41,671
|
|
|
4,238
|
|
|||
Corporate
|
4,836
|
|
|
4,578
|
|
|
1,780
|
|
|||
Total depreciation and amortization
|
$
|
101,654
|
|
|
$
|
83,704
|
|
|
$
|
38,815
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
CMH
|
$
|
43,646
|
|
|
$
|
33,619
|
|
|
$
|
49,893
|
|
EM
|
22,863
|
|
|
19,450
|
|
|
6,842
|
|
|||
Corporate
|
5,468
|
|
|
4,664
|
|
|
3,625
|
|
|||
Total capital expenditures
|
$
|
71,977
|
|
|
$
|
57,733
|
|
|
$
|
60,360
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Total segment profit
|
$
|
249,865
|
|
|
$
|
228,500
|
|
|
$
|
148,944
|
|
Less:
|
|
|
|
|
|
||||||
Charge for fair value write-up of acquired inventory sold
|
—
|
|
|
48,586
|
|
|
—
|
|
|||
Amortization of intangibles
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||
Contingent consideration fair value adjustment
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|||
Unallocated general and administrative expenses
|
84,448
|
|
|
122,775
|
|
|
47,173
|
|
|||
Operating income
|
118,068
|
|
|
21,354
|
|
|
94,237
|
|
|||
Interest expense
|
38,667
|
|
|
33,355
|
|
|
153
|
|
|||
Interest income
|
(429
|
)
|
|
(1,336
|
)
|
|
(317
|
)
|
|||
Other (income) expense, net
|
(12,355
|
)
|
|
2,727
|
|
|
(1,794
|
)
|
|||
Income (loss) before income tax expense (benefit) and equity in net loss of affiliates
|
$
|
92,185
|
|
|
$
|
(13,392
|
)
|
|
$
|
96,195
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization of intangibles:
|
|
|
|
|
|
||||||
CMH
|
$
|
9,651
|
|
|
$
|
10,180
|
|
|
$
|
8,620
|
|
EM
|
37,698
|
|
|
26,887
|
|
|
727
|
|
|||
Total amortization of intangibles
|
$
|
47,349
|
|
|
$
|
37,067
|
|
|
$
|
9,347
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
251,885
|
|
|
$
|
239,040
|
|
|
$
|
201,380
|
|
Japan
|
131,332
|
|
|
121,452
|
|
|
101,529
|
|
|||
Europe
|
91,285
|
|
|
95,994
|
|
|
72,330
|
|
|||
Taiwan
|
249,913
|
|
|
230,824
|
|
|
128,194
|
|
|||
Singapore
|
55,409
|
|
|
46,051
|
|
|
30,942
|
|
|||
South Korea
|
148,062
|
|
|
122,328
|
|
|
76,353
|
|
|||
China
|
89,901
|
|
|
66,186
|
|
|
36,299
|
|
|||
Other
|
63,334
|
|
|
40,194
|
|
|
46,432
|
|
|||
|
$
|
1,081,121
|
|
|
$
|
962,069
|
|
|
$
|
693,459
|
|
|
Fiscal quarter ended
|
||||||||||||||
(In thousands, except per share data)
|
March 28, 2015
|
|
June 27, 2015
|
|
September 26, 2015
|
|
December 31, 2015
|
||||||||
Net sales
|
$
|
263,373
|
|
|
$
|
280,709
|
|
|
$
|
270,253
|
|
|
$
|
266,786
|
|
Gross profit
|
116,536
|
|
|
128,087
|
|
|
116,310
|
|
|
109,298
|
|
||||
Net income
|
14,872
|
|
|
24,448
|
|
|
23,403
|
|
|
17,573
|
|
||||
Basic net income per common share
|
0.11
|
|
|
0.17
|
|
|
0.17
|
|
|
0.13
|
|
||||
Diluted net income per common share
|
0.11
|
|
|
0.17
|
|
|
0.17
|
|
|
0.12
|
|
|
Fiscal quarter ended
|
||||||||||||||
(In thousands, except per share data)
|
March 29, 2014
|
|
June 28, 2014
|
|
September 27, 2014
|
|
December 31, 2014
|
||||||||
Net sales
|
$
|
165,804
|
|
|
$
|
251,578
|
|
|
$
|
273,054
|
|
|
$
|
271,633
|
|
Gross profit
|
71,352
|
|
|
88,668
|
|
|
98,743
|
|
|
117,920
|
|
||||
Net income (loss)
|
14,312
|
|
|
(14,669
|
)
|
|
(1,068
|
)
|
|
9,312
|
|
||||
Basic net income (loss) per common share
|
0.10
|
|
|
(0.11
|
)
|
|
(0.01
|
)
|
|
0.07
|
|
||||
Diluted net income (loss) per common share
|
0.10
|
|
|
(0.11
|
)
|
|
(0.01
|
)
|
|
0.07
|
|
A.
|
[The Executive is an Executive Officer of the Company.] or [The Executive is an officer and key member of Entegris’ management.]
|
B.
|
Entegris believes that it is in the best interests of the Company and of its stockholders, to provide for the continuity of management in general and the retention of Executive in particular, in the event of a Change in Control of the Company.
|
C.
|
This Agreement is not intended to alter materially the compensation, benefits or terms of employment that the Executive could reasonably expect in the absence of a Change in Control of Entegris, but is intended to encourage and reward Executive’s willingness to remain in his position with the Company and Executive’s compliance with the wishes of the Entegris Board of Directors whatever they may be in the event that a Change in Control occurs.
|
1.02.
|
“Affiliate” means a company that is controlled by, controls or is under common control with Entegris.
|
1.04.
|
"A Change in Control” shall be deemed to include any of the following events:
|
(a)
|
Any Person (defined for the purposes hereof as any individual, entity or other person, including a group within the meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), acquires beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the 1934 Act) of 30% or more of either
(A)
the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or
(B)
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities");
provided
that
for purposes of this clause any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or its direct or indirect subsidiaries shall not Constitute a Change in Control; or
|
(b)
|
Individuals who constitute the Entegris Board of Directors on the Effective Date (the "Incumbent Directors"), cease for any reason to constitute at least a majority of the Entegris Board of Directors;
provided
, that any individual who becomes a member of the Entegris Board of Directors and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors; or
|
(c)
|
There is consummated a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination,
(A)
the Persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities, as the case may be,
(ii)
no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Employer or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Business Combination and
(iii)
at least a majority of the members of the Board resulting from such Business Combination were Incumbent Directors at the time of the execution of
|
(d)
|
The stockholders of the Company approve a complete liquidation or dissolution of the Company
|
1.05.
|
"Confidential Information" means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business. Confidential Information includes without limitation such information relating to:
(A)
the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates,
(B)
the Products,
(C)
the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates,
(D)
the confidential special needs of the customers of the Company and its Affiliates and
(E)
the confidential substance of the business relationships of the Company and its Affiliates. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.
|
1.06.
|
"Good Reason" means:
(A)
the Company's removal of the Executive, without his consent, from the position with the Company (or a successor corporation) held on the Effective Date;
(B)
a material diminution, without his consent, of the duties or authority attendant to the Executive's position;
(C)
material failure of the Company to provide the Executive compensation and benefits in accordance with the terms of Section 2 hereof;
(D)
the Company's requirement that the Executive relocate his office more than thirty-five (35) miles from the Executive's then-current office, without the Executive's consent; or
(E)
other material breach of this Agreement by the Company;
provided
that
the events described in clauses (A) through (E) hereof shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from the Executive of written notice specifying the event which constitutes Good Reason.
|
1.08.
|
"Products" mean all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during the period of Executive's employment.
|
2.
|
TERMS OF EMPLOYMENT PRIOR TO A CHANGE IN CONTROL
|
2.01.
|
Prior to a Change in Control, Executive shall be an employee-at-will of Entegris. Executive shall be entitled to the position, duties, compensation, benefits, rights and obligations specified in any employment offer letter or employment agreement that Executive may have received from the Company as supplemented by Company policies.
|
2.02.
|
Executive agrees that during the period of his employment prior to any Change in Control, he will discharge his duties to the best of his ability and in furtherance of the interests of
|
2.03
.
|
Nothing in this Agreement shall be deemed to prevent the Executive from remaining in the employ of Entegris or any Person that succeeds to the business of the Company either on the terms and conditions referred to herein or on other terms that may be mutually agreed upon.
|
3.01.
|
In the event of a Change in Control and, within twenty-four (24) months thereafter:
(a)
the Company provides notice to the Executive of the Executive's termination by the Company other than for Cause, or
(b)
the Executive's employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive:
(A)
the Accrued Rights,
(B)
an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following the date of termination;
(C)
an amount equal to two times the greater of
(i)
the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and
(ii)
the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination;
(D)
continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following the date of termination of the Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer;
provided
,
however
, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage;
(E)
notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a termination of employment, if earlier; and
(F)
reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive.
|
3.02.
|
Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant to the applicable plan terms based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained in this Section 3.02 however, shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the date of termination under any Benefit Plan, other than any severance plan or policy of the Company.
|
3.03.
|
Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)
|
4.01.
|
Confidentiality
. The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information; that the Executive may develop Confidential Information for the Company and its Affiliates; and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law after notice to the Company and a reasonable opportunity for the Company to seek protection of the Confidential Information prior to disclosure or for the proper performance of his duties to the Company and its Affiliates, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.
|
4.02.
|
Return of Company Property
. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part, thereof (the "Documents"), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents and other property of the Company and its Affiliates then in the Executive's possession or control.
|
4.03.
|
Restricted Activities
. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:
|
(a)
|
While the Executive is employed by the Company and for two (2) years after the termination of the Executive's employment (the "Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete in the business of providing yield enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high technology industries (the “Entegris Business”), or in such additional businesses as the Company or any Affiliate is engaged in at the time of the Executive's termination, with the Company or any Affiliate within the United States or in any country in which the Company or any Affiliate then is doing business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the Entegris Business as conducted by the Company or any Affiliate, or such additional businesses as the Company or any Affiliate is engaged in at the time of the Executive's termination, as conducted at any time during the Executive's employment. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any enterprise
|
(b)
|
The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to hire any executive employee of the Company or any Affiliate whom he directly supervises or any key scientific or technical employee of the Company or any Affiliate, assist in such hiring by any Person, or encourage any such employee to terminate his or her relationship with the Company or any Affiliate,
provided
that
the Executive shall be permitted to hire any such person if such person has not been employed by the Company or any Affiliate for a period of six months at the time of such hiring, nor shall the Executive solicit or encourage any customer or vendor of the Company, which he knows to be a customer or vendor of the Company, to terminate or diminish its relationship with it.
|
4.04.
|
Enforcement of Covenants
. The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to this Section 5. The Executive agrees that those restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in this Section 4, the damage to the Company could be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of this Section 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographical area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
|
4.05.
|
Conflicting Agreements
. The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party's consent.
|
6.01.
|
The amounts payable to Executive hereunder shall be absolutely owing, and not subject to reduction or mitigation as a result of employment by Executive elsewhere after his employment with Entegris is terminated.
|
6.02.
|
There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payments to the Executive, his dependents, beneficiaries or estate, provided for in this Agreement.
|
7.01.
|
Should the Executive’s employment be terminated either on a voluntary or involuntary basis other than as provided in Section 3 of this Agreement, then any and all termination payments and other provisions associated with any such severance of employment shall be determined in accordance with Entegris’ policies and procedures then in effect and not in accordance with this Agreement. Except as specifically provided for herein, nothing shall be deemed to give the Executive the right to continue in the employ of Entegris.
|
7.02.
|
Entegris and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, Entegris (with respect to Sections 3 and 4) and the Executive (with respect to Section 5) hereby agree and consent that the other shall be entitled to a decree of specific performance, or other appropriate remedy to enforce performance of such agreements.
|
7.03.
|
No right or interest to or in any payments shall be assignable by the Executive;
provided
,
however
, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate.
|
7.04.
|
No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.
|
7.05.
|
The titles to sections in this Agreement are intended solely for convenience of reference and shall not be conclusive as to the meaning or interpretation thereof. This Agreement shall be binding upon and shall inure to the benefit of the Executive, his heirs and legal representatives, and Entegris and its successors.
|
7.06.
|
(a)
Entegris will indemnify the Executive for all costs and expenses (including fees and expenses of counsel) incurred by the Executive in connection with an action to enforce his rights under this Agreement (including any action to enforce this right of indemnity) in which action the Executive prevails.
|
7.07.
|
No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board of Directors of Entegris or any authorized committee of the Board of Directors and shall be agreed to in writing, signed by the Executive and by an officer of Entegris thereunto duly authorized. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.
|
7.08.
|
The validity, interpretation, construction performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to transactions taking place wholly within Delaware between Delaware residents.
|
1.1.
|
Award Date
. This Agreement shall take effect as of the date specified in the Restricted Stock Plan section on the Overview tab as the Award Date provided to you online at
www.stockplanconnect.com
(the “Award Date”).
|
1.2.
|
Performance Based
Restricted Stock Units Subject to Award
. The Award consists of that number of performance based restricted stock units (the “PRSU”) with respect to the Stock that has been approved for the Award to Participant by the Administrator as the target number of PRSUs (“Target PRSUs”);. The Target PRSUs shall be subject to increase or decrease in accordance with Sections 1.3 and 1.4 below. Each PRSU is equivalent to one share of the Stock. The Participant’s rights to the PRSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
|
1.3.
|
Earned Performance Based Restricted Stock Units
. The number of PRSUs earned under this Agreement (the “Earned PRSUs”) shall be equal to the Target PRSUs multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Comparator Peer Group (as set forth below) over the period commencing on the Award Date and ending on the third anniversary of the Award Date (the “Performance Period”) to determine the Company’s TSR ranking against the Comparator Group. For purposes of computing total stockholder return:
(i)
any dividends paid by the Company or the companies in the Comparator Group shall be treated as having been reinvested; and
(ii)
the beginning stock price will be the average closing stock price over the 20 trading days ending on the Award Date and the ending stock price will be the average closing stock price over the 20 trading days ending on the last day of the Performance Period.
|
1.4.
|
Calculation of the TSR Performance Multiplier
. The TSR Performance Multiplier will be calculated as set forth in the following table based upon the Company’s total stockholder return over the Performance Period when ranked against the total stockholder return over the Performance Period of each of the companies in the Comparator Peer Group:
|
1.5.
|
Vesting of PRSUs
. The term "vest" as used herein with respect to any PRSU means the lapsing of the restrictions described herein with respect to such PRSU. The Award shall not be vested as of the Award Date and shall be forfeitable by the Participant without consideration or compensation in accordance with Section 1.6 below unless and until otherwise vested pursuant to the terms of this Agreement. The Participant has no rights, partial or otherwise, in the Award and/or any Stock subject thereto unless and until the Award has been earned pursuant to Section 1.3 and vested pursuant to this Section 1.5.
A number of PRSUs equal to the Earned PRSUs will become 100% vested (referred to as “Vested Units”) on the last day of the Performance Period (the “Maturity Date”), provided that the Participant remains continuously employed by the Company, an Affiliate, or a Subsidiary through the Maturity Date
.
Each Vested Unit shall be settled by the delivery of one share of Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Administrator of the number of Earned PRSUs and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of Section 1.7 below), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional Shares shall be issued pursuant to this Agreement.
|
1.6.
|
Forfeiture Risk
. Except as provided in Section 1.7 below, if the Participant ceases to be employed or retained by the Company or an Affiliate for any reason any then outstanding and PRSU that is not a Vested Unit acquired by the Participant hereunder shall be automatically and immediately forfeited. The Participant hereby appoints the Company as the attorney-in-fact of the Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited PRSU.
|
1.7.
|
Early Vesting of PRSUs
. This Section sets forth the exclusive circumstances under which the Participant may become entitled to Vested Units even though he or she is not employed through the Maturity Date:
(i)
If a Participant dies, incurs a total and permanent disability (as that term is defined in the company’s disability insurance policy in effect on the award date), or terminates employment on account of retirement from employment with the Company or an Affiliate at age 65 with ten consecutive years of employment with the Company or an Affiliate, prior to the Maturity Date; then, in such event, the Administrator may, in its sole discretion, allow all or such portion of the Target PRSUs to become Vested Units or make such other provision as it deems appropriate. If the Administrator does not take any such discretionary action, then the Target PRSUs shall be forfeited in accordance with Section 1.6; and
(ii)
in the event of a Change in Control where the Award is not continued or assumed by a public company, the Earned PRSU, to the extent earned pursuant to the next sentence, shall be fully vested immediately prior to the Change in Control. The number of Earned PRSUs at the time of a Change in Control shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date (as defined in Section 1.5), with the number of Earned PRSUs determined as set forth in Section 1.4 above, based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Comparator Peer Group through the date of the Change in Control (and, with respect to the Company, instead of the 20-business day average, taking into account the consideration per share to be paid in the Change in Control transaction),
provided
,
however
, that in the event that the Change in Control occurs during the first year following the Award Date, then the number of Earned PRSUs shall be fixed at the number of Target PRSUs; or
(iii)
In the event of a Change in Control where the Award is continued or assumed by a public company, then payment of the Earned PRSUs calculated in accordance with clause (ii) above, shall continue to be contingent on the Participant’s employment through the Maturity Date unless there is a Qualifying Termination within two years following the Change in Control. If a Qualifying Termination occurs, the restrictions on all unvested Earned PRSUs shall immediately lapse. The provisions of clauses (ii) and (iii) shall govern the Award notwithstanding the provisions of any
Executive Change In Control Termination Agreement that may exist between the Company or an Affiliate and the Participant. The
distribution of any Vested Units occurring by reason of this Section 1.7 shall be settled by
|
1.8.
|
Non-Transferability of PRSUs
. The PRSU acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
|
1.9.
|
Dividends, etc.
. The Participant shall
not
be entitled:
(i)
to receive any dividends or other distributions paid with respect to the Stock to which the PRSU relates, or
(ii)
to vote any Stock with respect to which the PRSU relates. Notwithstanding the foregoing, the number of Target PRSUs in the Award shall be deemed increased to the extent that dividends are paid on the Stock during the term of the Award and any dividend payments will be deemed reinvested on the ex-dividend date in additional Stock and dividends on such additional Stock shall be deemed reinvested in the same manner, with respect only to Earned PRSUs.
|
1.10.
|
Sale of Vested Shares
.
The Participant understands that Participant will be free to sell any Stock with respect to which the PRSU relates once the PRSU has vested, subject to
(i)
satisfaction of any applicable tax withholding requirements with respect to the vesting of such PRSU;
(ii)
the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii)
applicable requirements of federal and state securities laws.
|
1.11.
|
Certain Tax Matters
. The Participant expressly acknowledges that the award or vesting of the PRSU acquired hereunder, may give rise to "wages" subject to withholding. The Participant expressly acknowledges and agrees that Participant’s rights hereunder are subject to Participant promptly paying to the Company all taxes required to be withheld in connection with such award, vesting or payment. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the vesting shares needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of vest) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account. The value of any Stock withheld for tax withholding may not exceed the amount allowed consistent with fixed plan accounting in accordance with generally accepted accounting practices in effect in the U.S., to the extent applicable.
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The following terms shall have the indicated meanings:
|
2.2.
|
No Understandings as to Employment etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain the Participant for any period or with respect to the terms of the Participant’s employment or to give rise to any right to remain in the service of the Company or of any subsidiary or affiliate of the Company, and the Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
|
2.3.
|
Compliance with Section 409A of the Code.
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a Subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code.
|
2.4.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning the Participant. Such data and information includes, but is not limited to, the
|
2.5.
|
Savings Clause
. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.6.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
1.1.
|
Award Date
. This Agreement shall take effect as of the date specified in the Restricted Stock Plan section on the Overview tab as the Award Date provided to you online at
www.stockplanconnect.com
(the “Award Date”).
|
1.2.
|
Restricted Stock Units Subject to Award
. The Award consists of that number of restricted stock units (the “RSU”) with respect to the Stock that has been approved for the Award to Participant by the Plan Administrator. Each RSU is equivalent to one share of the Stock. The Participant’s rights to the RSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
|
1.3.
|
Meaning of Certain Terms
. The term "vest" as used herein with respect to any RSU means the lapsing of the restrictions described herein with respect to such RSU.
|
1.4.
|
Nontransferability of RSUs
. The RSU acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
|
1.5.
|
Forfeiture Risk
. If the Participant ceases to be employed or retained by the Company and/or its subsidiaries for any reason any then outstanding and unvested RSU acquired by the Participant hereunder shall be automatically and immediately forfeited. The Participant hereby appoints the Company as the attorney-in-fact of the Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited RSU.
|
1.6.
|
Vesting of RSUs
. The RSU acquired hereunder shall vest in accordance with the provisions of this Article I, Section 1.6 and applicable provisions of the Plan, as follows:
|
•
|
25% of the RSUs vest on and after February 19, 2016;
|
•
|
an additional 25% of the RSUs vest on and after February 19, 2017;
|
•
|
an additional 25% of the RSUs vest on and after February 19, 2018; and
|
•
|
the final 25% of the RSUs vest on and after February 19, 2019.
|
1.7.
|
No Dividends, etc.
. The Participant shall
not
be entitled:
(i)
to receive any dividends or other distributions paid with respect to the Stock to which the RSU relates, or
(ii)
to vote any Stock with respect to which the RSU relates.
|
1.8.
|
Sale of Vested Shares
.
The Participant understands that Participant will be free to sell any Stock with respect to which the RSU relates once the RSU has vested, subject to
(i)
satisfaction of any applicable tax withholding requirements with respect to the vesting of such RSU;
(ii)
the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii)
applicable requirements of federal and state securities laws.
|
1.9.
|
Certain Tax Matters
. The Participant expressly acknowledges that the award or vesting of the RSU acquired hereunder, may give rise to "wages" subject to withholding. The Participant expressly acknowledges and agrees that Participant’s rights hereunder are subject to Participant promptly paying to the Company all taxes required to be withheld in connection with such award, vesting or payment. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the vesting shares needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of vest) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account.
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term “Administrator” means the Management Development & Compensation Committee of the Company’s Board of Directors.
|
2.2.
|
Mergers, etc
. To the extent that the Participant is not covered by a separate Executive Change In Control Termination Agreement with the Company which contains provisions specifying the treatment of the Award in the event of a change in control as defined therein or in any of the events listed in clauses (i) through (iii) below, in the event of any of
(i)
a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company's then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert,
(ii)
a sale or transfer of all or substantially all the Company's assets, or
(iii)
a dissolution or liquidation of the Company (a “Covered Transaction”), all outstanding Awards pursuant to Article I above shall vest and if relevant become exercisable and all deferrals, other than deferrals of amounts that are neither measured by reference to nor payable in shares of Stock, shall be accelerated, immediately prior to the Covered Transaction and upon consummation of such Covered Transaction all Awards then outstanding and requiring exercise shall be forfeited unless assumed by an acquiring or surviving entity or its affiliate as provided in the following sentence. In the event of a Covered Transaction, unless otherwise determined by the Administrator, all Awards that are payable in shares of Stock and that have not been exercised, exchanged or converted, as applicable, shall be converted into and represent the right to receive the consideration to be paid in such Covered Transaction for each share of Stock into which such Award is exercisable, exchangeable or convertible, less the applicable exercise price or purchase price for such Award. In connection with any Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for substitute or replacement Awards from, or the assumption of Awards by, the acquiring or surviving entity or its affiliates, any such substitution, replacement or assumption to be on such terms as the Administrator determines, provided that no such replacement or substitution shall diminish in any way the acceleration of Awards provided for in this section.
|
2.3.
|
Retirement, etc
. If Participant is an employee of the Company and ceases to be an employee due to retirement with the consent of the Administrator, Participant will be entitled to immediate Vesting of all unvested RSUs awarded pursuant to this Agreement. As used herein the term “retirement with the consent of the Administrator” means that Participant’s retirement must be with the consent of the Administrator, which consent may be granted or withheld in the discretion of the Administrator. In the event that Participant ceases to be an employee under circumstances that would otherwise qualify for retirement but the consent
|
2.4.
|
No Understandings as to Employment etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain the Participant for any period or with respect to the terms of the Participant’s employment or to give rise to any right to remain in the service of the Company or of any subsidiary or affiliate of the Company, and the Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
|
2.5.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning the Participant. Such data and information includes, but is not limited to, the information provided in the Award grant package and any changes thereto, other appropriate personal and financial data about Participant, and information about Participant’s participation in the Plan and transactions under the Plan from time to time. Participant hereby gives his or her explicit consent to the Company and the Administrator to process any such personal data and/or sensitive personal information. Participant also hereby gives his or her explicit consent to the Company and the Administrator to transfer any such personal data and/or sensitive personal data outside the country, in which Participant works or is employed, and to the United States. The legal persons granted access to such Participant personal data are intended to include the Company, the Administrator, the outside plan administrator as selected by the Company from time to time, and any other compensation consultant or person that the Company or the Administrator may deem appropriate for the administration of the Plan or the Award. Participant has been informed of his or her right of access and correction to Participant’s personal data by contacting the Company. Participant also understands that the transfer of the information outlined herein is important to the administration of the Award and the Plan and failure to consent to the transmission of such information may limit or prohibit Participant’s participation under the Plan and/or void the Award.
|
2.6.
|
Savings Clause
. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.7.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
1.1.
|
Option Grant
. Effective as of the date specified in the Stock Options Plan section provided to you online (the “Grant Date”), the Company hereby grants Participant a non-qualified option to purchase that number of shares of Stock that has been approved for the Award to the Participant by the Plan Administrator (“Option”). The shares of Stock awarded are specified in the Stock Options Plan section in the Granted column online at
www.stockplanconnect.com
. The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.
|
1.2.
|
Option Exercise Price
. The exercise (grant) price of the Option shall be 100% of the closing price of the Stock on the NASDAQ stock market on the Grant Date. The exercise price is provided to Participant online at
www.stockplanconnect.com
.
|
1.3.
|
Option Vesting Schedule
. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, at any time and from time to time as follows:
|
•
|
1/4 on and after February 19, 2016;
|
•
|
an additional 1/4 on and after February 19, 2017;
|
•
|
an additional 1/4 on and after February 19, 2018;
|
•
|
the final 1/4 on and after February 19, 2019.
|
1.4.
|
Expiration of Option
. To the extent that the Option shall not have been exercised, this Option shall expire at 5:00 p.m. local time at the Company’s headquarters on February 19, 2022 and no part of the Option may be exercised thereafter. If an expiration, termination or forfeiture date described herein falls on a weekday, Participant must exercise the Option before 5:00 p.m. local time at the Company’s headquarters on that date. If an expiration, termination or forfeiture date described herein falls on a weekend or any other day on which the NASDAQ stock market is not open, Participant must exercise the Options before 5:00 p.m. local time at the Company’s headquarters on the last NASDAQ business day prior to the expiration, termination or forfeiture date.
|
1.5.
|
Exercise of Option
. When and as vested, this Option may be exercised up to the number of shares of Stock specified in Section 1.1 above only by serving written notice on the designated stock plan administrator. Until the Administrator determines otherwise, payment of the Option exercise price specified in Section 1.2 above shall be made through net share settlement procedures whereby that number of the Option shares being exercised
|
1.6.
|
No Assignment of Option
. This Option may not be assigned or transferred except as may otherwise be provided by the terms of this Agreement.
|
1.7.
|
Basic
Adjustments for Changes in Capital Structure
. The Administrator shall make adjustments from time to time in the number of shares of Stock covered by the Option in such reasonable manner as the Administrator may determine to reflect any increase or decrease in the number of issued shares of Stock of the Company resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of stock dividends or other increases or decreases in such Stock effected without receipt of consideration by the Company.
|
1.8.
|
Termination of Employment or Service with the Company
. All exercisable Options granted herein must be exercised within ninety (90) days following the date on which the employment or services of Participant with the Company or one of its subsidiaries terminates (i.e., last day worked, excluding any severance period) (“Termination Date”), or be forfeited, except as provided in Section 2.3 below and as follows:
|
(a)
|
In the event of Participant’s death during employment/services, each Option granted hereunder will be exercisable, whether or not vested on the date of Participant’s death, until the earlier of:
(1)
the first anniversary of Participant’s date of death; or
(2)
the original expiration date of the option. In the event of Participant’s death during a Special Exercise Period as specified in Section 2.3 below, each Option will continue to be exercisable in accordance with the provisions of that Section.
|
(b)
|
In the event of the termination of employment/services of Participant due to Disablement, Participant may exercise the Option, to the extent not previously exercised and whether or not the option had vested on or prior to the date of employment or service termination, at any time prior to 365 days following the later of the date of Participant’s separation from service due to Participant’s Disablement or the date of determination of Participant’s Disablement,
provided
,
however
, that while the claim of Disablement is pending, Options that were unvested at termination of services may not be exercised and Options that were vested at termination of services may be exercised only during the period set forth in the introductory clause to this Section 1.8. The Option shall terminate on the 365th day from the date of determination of Disablement, to the extent that it is unexercised. For these purposes “Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability policies maintained by the Company, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Company.
|
(c)
|
If Participant’s employment/services is terminated for “Cause”, all granted but unexercised stock Options shall be forfeited on Participant’s Termination Date.
|
1.9.
|
Suspension of Option Exercises
. For administrative or other reasons, the Company may, from time to time, suspend the ability of Participants to exercise options for limited periods of time. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Stock during any period when the Company determines that the exerciseability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.
|
1.10.
|
Withholding of Income Taxes
. Nonqualified stock options are subject to withholding tax upon exercise. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the Option shares being exercised needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term “Administrator” means the Management Development & Compensation Committee of the Company’s Board of Directors.
|
2.2.
|
Mergers, etc
. To the extent that the Participant is not covered by a separate Executive Change In Control Termination Agreement with the Company which contains provisions specifying the treatment of the Award in the event of a change in control as defined therein or in any of the events listed in clauses (i) through (iii) below, in the event of any of
(i)
a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company's then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert,
(ii)
a sale or transfer of all or substantially all the Company's assets, or
(iii)
a dissolution or liquidation of the Company (a “Covered Transaction”), the vesting of all Options under each outstanding Award pursuant to Article I above will be accelerated and such shares will become fully exercisable prior to the Covered Transaction on a basis that gives the Participant a reasonable opportunity, as determined by the Administrator, following delivery of the shares, to participate as a stockholder in the Covered Transaction. In connection with any Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for substitute or replacement Awards from, or the assumption of Awards by, the acquiring or surviving entity or its affiliates, any such substitution, replacement or assumption to be on such terms as the Administrator determines, provided that no such replacement or substitution shall diminish in any way the acceleration of Options provided for in this section.
|
2.3.
|
Retirement, etc
. If Participant is an employee of the Company and ceases to be an employee due to retirement with the consent of the Administrator, Participant will be entitled to a special exercise period with respect to the Option (the “Special Exercise Period”) which will begin on Participant’s Retirement Date and will end on the earlier of the 4
th
anniversary of Participant’s Retirement Date or the expiration date specified in Section 1.4 above. During the Special Exercise Period, the Option will continue to vest in accordance with the schedule specified in Section 1.3 above and will be exercisable to the same extent that it would have been exercisable had Participant remained in service with the Company or one of its subsidiaries. As used herein the term “retirement with the consent of the Administrator” means that Participant’s retirement must be with the consent of the Administrator, which consent may be granted or withheld in the discretion of the Administrator. In the event that Participant ceases to be an employee under circumstances that would otherwise qualify for retirement but the consent of the Administrator has not been granted, then Participant shall not be entitled to the benefits of this Section 2.3.
|
2.4.
|
No Understandings as to Employment, etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the employment or services of the Participant for any period or to give rise to any right to remain in the service of the Company or of any subsidiary or affiliate of the Company, and the Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
|
2.5.
|
Acts of Misconduct
. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an Executive Officer of the Company may suspend Participant’s rights under the Award, including the vesting of Options and the exercise of vested Options, pending a decision by the Administrator or an Executive Officer of the Company to terminate the Award. No rights under the Award may be exercised during such suspension or after such termination.
|
2.6.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal
|
2.7.
|
Disputes
. The Administrator designated in the Plan or its delegate shall finally and conclusively determine any disagreement concerning the Award.
|
2.8.
|
Savings Clause
. In the event that Participant is employed or provides services, in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.9.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
Name of Subsidiary
|
|
Jurisdiction
|
ATMI Belgium LLC
|
|
Delaware
|
ATMI Clean Technologies (Shanghai) Company Limited
|
|
China
|
ATMI Ecosys LLC
|
|
Delaware
|
ATMI International Holdings, Inc.
|
|
Delaware
|
ATMI International Trading Co. Ltd.
|
|
China
|
ATMI Malaysia Sdn. Bhd.
|
|
Malaysia
|
ATMI Sarl
|
|
Luxembourg
|
ATMI Semiconductor New Materials Xi'an Co., Ltd.
|
|
China
|
ATMI Taiwan Co., Ltd.
|
|
Taiwan
|
ATMI Taiwan Holdings, Inc.
|
|
Delaware
|
Entegris (Shanghai) Microelectronics Trading Company Ltd.
|
|
China
|
Entegris Asia LLC
|
|
Delaware
|
Entegris Asia Pte. Ltd.
|
|
Singapore
|
Entegris Cleaning Process SAS
|
|
France
|
Entegris GmbH
|
|
Germany
|
Entegris International Holdings B.V.
|
|
The Netherlands
|
Entegris International Holdings II B.V.
|
|
The Netherlands
|
Entegris International Holdings III B.V.
|
|
The Netherlands
|
Entegris International Holdings IV LLC
|
|
Delaware
|
Entegris International Holdings V LLC
|
|
Delaware
|
Entegris International Holdings VI LLC
|
|
Delaware
|
Entegris Ireland Unlimited Company
|
|
Ireland
|
Entegris Israel Ltd.
|
|
Israel
|
Entegris Japan Co. Ltd.
|
|
Japan
|
Entegris Korea II Ltd.
|
|
South Korea
|
Entegris Korea Ltd.
|
|
South Korea
|
Entegris Malaysia Sdn. Bhd.
|
|
Malaysia
|
Entegris Pacific Ltd.
|
|
Delaware
|
Entegris Professional Solutions, Inc.
|
|
Delaware
|
Entegris SAS
|
|
France
|
Entegris Singapore Pte. Ltd.
|
|
Singapore
|
Entegris Specialty Materials, LLC
|
|
Delaware
|
Entegris Taiwan SARL
|
|
Luxembourg
|
Entegris Taiwan Technologies Co. Ltd.
|
|
Taiwan
|
Entegris-Jetalon Solutions, Inc.
|
|
Delaware
|
Nihon Entegris K.K.
|
|
Japan
|
Poco Graphite International, Inc.
|
|
Delaware
|
Poco Graphite SARL
|
|
France
|
Poco Graphite, Inc.
|
|
Delaware
|
Pureline Co., Ltd.
|
|
South Korea
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Bertrand Loy
|
President, Chief Executive Officer
|
February 25, 2016
|
Bertrand Loy
|
and Director
|
|
/s/ Paul L. H. Olson
|
Chairman of the Board, Director
|
February 25, 2016
|
Paul L. H. Olson
|
|
|
/s/ Michael A. Bradley
|
Director
|
February 25, 2016
|
Michael A. Bradley
|
|
|
/s/ Marvin D. Burkett
|
Director
|
February 25, 2016
|
Marvin D. Burkett
|
|
|
/s/ R. Nicholas Burns
|
Director
|
February 25, 2016
|
Nicholas Burns
|
|
|
/s/ Daniel W. Christman
|
Director
|
February 25, 2016
|
Daniel W. Christman
|
|
|
/s/ James F. Gentilcore
|
Director
|
February 25, 2016
|
James F. Gentilcore
|
|
|
/s/ James P. Lederer
|
Director
|
February 25, 2016
|
James P. Lederer
|
|
|
/s/ Brian F. Sullivan
|
Director
|
February 25, 2016
|
Brian F. Sullivan
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Entegris, Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: February 26, 2016
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Entegris, Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: February 26, 2016
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 26, 2016
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 26, 2016
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|