##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file Number: 1-16239
 ATMI, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    06-1481060(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)7 Commerce Drive, Danbury, CT
    
    06810(Address of principal executive offices)
    
    (Zip Code)
  (Registrants telephone number, including area code)
  Name of each exchangeTitle of each class
    
    on which registeredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
   (Title of each class)
 Yes o No þ
 Yes o No þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



ATMI, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2008
  
 TABLE OF CONTENTS
 PagePart IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    17Item 1B. Unresolved Staff Comments
    
    
    21Item 2. Properties
    
    
    22Item 3. Legal Proceedings
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    23Item 6. Selected Financial Data
    
    
    25Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    27Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 8. Financial Statements and Supplementary Data
    
    
    40Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    
    40Item 9A. Controls and Procedures
    
    
    40Item 9B. Other Information
    
    
    41Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    41Item 11. Executive Compensation
    
    
    41Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    41Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    41Item 14. Principal Accountant Fees and Services
    
    
    41Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    42Signatures
    
    
    47Index to Consolidated Financial Statements and Financial Statement Schedule
    
    
    F-1Exhibit 4.02Exhibit 10.04Exhibit 10.07Exhibit 10.10Exhibit 10.32Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32




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PART I
  
 Item 1. Business
 Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
 Forward-Looking Statements
  Our Business
  
    
    knowledge of the science and economics of process applications for customer needs in
markets served;
 
    
    the materials science of packaging, delivery, and deposition of ultra-pure materials;
and
 
    
    the ability to rapidly develop innovative technology and intellectual property that
strengthens competitive position.
  3




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
    
    an extensive research and development program that has produced a stream of proprietary
and patented products for this market;
 
    
    a key customer focus, which has included providing applications development in order to
offer materials solutions for future generation technologies;
 
    
    a strategy of leveraging the combination of our performance materials and materials
handling portfolio to provide greater process efficiency value to our customers; and
 
    
    strategic alliances and collaboration efforts that have allowed us to add complementary
technologies to our product portfolio more rapidly than through internal development.
     Semiconductor Industry Background
  
    
    consistently enhanced performance characteristics and functionality;
 
    
    improved reliability;
 
    
    reduced size, weight, power consumption and cost; and
 
    
    shorter product development cycles.
  4




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Semiconductor Manufacturing Process
      
    
    the relative thinness of the films applied to the wafer;
 
    
    conformality (ability to coat evenly, especially in three-dimensional holes and trenches
designed into the device);
 
    
    purity; and
 
    
    the ability to coat large areas.
   5




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6




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Flat-Panel Industry Background
  
    
    consumer affordability through manufacturing and materials cost efficiencies;
 
    
    improved performance and reliability; and
 
    
    shorter product development cycles.
  Flat-Panel Manufacturing Process
  Life Sciences Industry Background
    7




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Life Sciences Manufacturing Process
  
    
    produce high-purity materials;
 
    
    must be reliable and repeatable; and
 
    
    demand continued process automation and efficiencies in manufacturing in order to
reduce costs and to deliver value to the customers.
  ATMIs Strategy
 the source of process efficiency solutions
 
    
    Focus development and application engineering initiatives with the leading
microelectronic manufacturers to provide next generation performance materials and process
solutions.
 
    
    Target high-growth, high-margin specialty markets that use ATMIs core materials
technologies and require products that are consumed in the production process.
 
    
    Add value through performance materials packaging, dispense, and process technologies
designed to meet the demands of users for greater levels of purity, productivity, safety,
environmental responsiveness, and speed.
 
    
    Leverage ATMIs technology leadership by investing extensively in developing proprietary
and patented materials and process solutions, which the Company uses to quickly
commercialize new offerings for customers.
 
    
    Form strategic alliances, including joint development programs and collaborative
marketing efforts, to accelerate the introduction of ATMIs products into markets that ATMI
does not currently serve.
  Products
  
    
    developing and commercializing a broad range of front-end semiconductor performance
materials;
 
    
    developing and commercializing sub-atmospheric pressure gas delivery systems for safe
handling and delivery of toxic and hazardous gases to semiconductor process equipment;
 
    
    developing and commercializing innovative high-purity materials packaging and dispensing
systems that allow for the reliable introduction of low volatility liquids and solids to
semiconductor processes; and
 
    
    developing manufacturing processes to meet the critical purity and integrity
requirements of the microelectronics manufacturers.
  8




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
    
    utilize its global high productivity development platform incorporating
high-productivity combinatorial science-based research (HPC) tools to shorten the
development cycle to create new materials that resolve current process issues, which meet
the needs of advanced technology roadmaps of our key customers;
 
    
    maintain close relations with its customers in order to quickly understand their needs
and issues;
 
    
    offer a complete line of performance materials, and related materials packaging,
dispense and process technologies, and disposable containment, mixing, and bioreactor
systems;
 
    
    provide a high level of customer service and applications support in all global markets;
 
    
    meet customer needs for statistical quality and process control and dock-to-stock
programs; and
 
    
    meet the industrys needs for advanced materials required for future generation devices.
  9




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Solutions
  IC Fabrication
  Ion Implant Module
 ®
 ®
  10




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Advanced Interconnect Solutions
   Surface Preparation.
 Copper Plating. ®
 Test Wafer Reclaim Solutions.
 Chemical Mechanical Planarization.
 Deposition. ®
  11




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® ®
  Materials Packaging. ®
  Flat-Panel Display Market
  ®
  12




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Life Sciences
   Raw Materials
  Working Capital
  Customers, Sales, and Marketing
   13




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Manufacturing
  Location
    
    Products
    
    Square FootageAnseong, South Korea
    
         CVD materials
(Microelectronics)
    
    
    13,000Anseong, South Korea
    
         high-purity materials packaging systems
(Microelectronics)
    
    
    10,000Burnet, TX
    
         liquid materials and delivery systems
(Microelectronics)
    
    
    77,000Bloomington, MN
    
         high-purity materials packaging systems
(Microelectronics)
    
    
    68,000Danbury, CT
    
         gas delivery systems and liquid materials
(Microelectronics)
    
    
    73,000Hoegaarden, Belgium
    
         high-purity materials packaging and mixing systems
(Life Sciences)
    
    
    74,000
   14




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Competition
   Research and Development
    Strategic Alliances
 
  15




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Backlog
  Patents and Proprietary Rights
    Environmental Regulation
  Employees and Employee Relations
   16




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Company Information
  www.atmi.com Investor Financial information
      
 Item 1A.
Risk Factors
 Cautionary
Statements Regarding Future Results of Operations
  The current crisis in global credit and financial markets could materially and adversely affect
our business and results of operations.
   17




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Cyclicality in the markets we sell to may adversely affect our performance.
  Our profit margins may be adversely affected by a number of factors.
  Our business could be adversely affected if we cannot protect our proprietary technology or if
we infringe on the proprietary technology of others.
   We may have difficulty obtaining the resources or products we need for manufacturing or
assembling our products or operating other aspects of our business, which could adversely affect
our ability to meet demand for our products and may increase our costs.
   18




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We face intense competition from a variety of sources, including larger companies.
  
    
    price;
 
    
    technical capabilities;
 
    
    quality; or
 
    
    customer service.
 Our global manufacturing and sales activities subject us to risks associated with legal,
political, economic or other changes.
  Our results of operations could be adversely affected by natural events in the locations in
which we, our customers or our suppliers operate.
  The loss of or significant curtailment of purchases by any of our largest customers could
adversely affect our results of operations.
  Incorrect forecasts of customer demand could adversely affect our results of operations.
   19




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Our results of operations could be adversely affected by changes in taxation.
  We may have difficulty managing our growth and attracting and retaining highly skilled
scientific, technical, managerial and marketing personnel, which could adversely affect our
revenues and increase our operating expenses.
  We engage in acquisitions, and may encounter difficulties integrating acquired businesses with
our current operations; therefore, we may not realize the anticipated benefits of the
acquisitions.
  Our revenues and earnings could be negatively affected if we cannot anticipate market trends,
enhance our existing products and processes, develop and commercialize new products and processes,
and identify and consummate strategic acquisitions.
   20




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We face the risk of product liability claims.
  Our business is potentially subject to substantial liabilities for failure to comply with
environmental regulations.
    Compliance with changing corporate governance regulations and public disclosures may result in
additional risks and exposures.
  
 Item 1B. Unresolved Staff Comments
   21




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Item 2. Properties
  Location
    
    Square Footage
    
    Lease / OwnAnseong, South Korea
    
    13,000
    
    OwnAnseong, South Korea
    
    10,000
    
    LeaseBloomington, MN
    
    68,000
    
    LeaseBurnet, TX
    
    77,000
    
    OwnChutung Town, Taiwan
    
    18,000
    
    LeaseDanbury, CT (1)
    
    31,000
    
    LeaseDanbury, CT
    
    73,000
    
    LeaseHoegaarden, Belgium
    
    74,000
    
    OwnHsin-chu, Taiwan
    
    30,000
    
    LeaseLexington, KY
    
    8,000
    
    LeaseRound Rock, TX
    
    15,000
    
    LeaseShanghai, China
    
    7,000
    
    LeaseSuwon-si, South Korea
    
    9,000
    
    LeaseTempe, AZ
    
    11,000
    
    LeaseTokyo, Japan
    
    6,000
    
    LeaseToyohashi, Japan
    
    8,000
    
    Lease
 (1)
    
    ATMIs corporate headquarters.    
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   22




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  
  23




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Total Return Calculation
 Relative Stock PerformanceNasdaqElectronicNasdaq
    
    
    ComponentsDate
    
    Index
    
    
    Stocks
    
    
    ATMI12/31/03
    
    
    100.000
    
    
    
    100.000
    
    
    
    100.00012/31/04
    
    
    108.835
    
    
    
    79.089
    
    
    
    97.07012/30/05
    
    
    111.155
    
    
    
    78.361
    
    
    
    120.50812/29/06
    
    
    122.109
    
    
    
    86.145
    
    
    
    131.53812/31/07
    
    
    132.420
    
    
    
    96.582
    
    
    
    138.94912/31/08
    
    
    63.803
    
    
    
    52.093
    
    
    
    66.480
   High
    
    
    LowFiscal year ended December 31, 20071st Quarter
    
    $
    35.00
    
    
    $
    29.422nd Quarter
    
    
    32.49
    
    
    
    29.173rd Quarter
    
    
    36.05
    
    
    
    27.514th Quarter
    
    
    34.57
    
    
    
    28.90Fiscal year ended December 31, 20081st Quarter
    
    $
    32.53
    
    
    $
    25.402nd Quarter
    
    
    31.11
    
    
    
    27.003rd Quarter
    
    
    28.18
    
    
    
    15.024th Quarter
    
    
    17.81
    
    
    
    8.70
    Purchases of Equity Securities
  24




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Item 6. Selected Financial Data
  2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Consolidated Statements of Income:Revenues
    
    $
    339,063
    
    
    $
    364,088
    
    
    $
    325,913
    
    
    $
    281,754
    
    
    $
    246,291Cost of revenues
    
    
    172,551
    (1)
    
    
    182,480
    (5)
    
    
    162,530
    (7)
    
    
    140,251
    
    
    
    122,415Gross profit
    
    
    166,512
    (2)
    
    
    181,608
    
    
    
    163,383
    
    
    
    141,503
    
    
    
    123,876Operating expenses:Research and development
    
    
    37,809
    
    
    
    29,879
    
    
    
    26,217
    
    
    
    22,284
    
    
    
    19,577Selling, general, and administrative
    
    
    88,781
    
    
    
    99,227
    (6)
    
    
    90,149
    
    
    
    78,810
    
    
    
    66,920Total operating expenses
    
    
    126,590
    
    
    
    129,106
    
    
    
    116,366
    
    
    
    101,094
    
    
    
    86,497Operating income
    
    
    39,922
    
    
    
    52,502
    
    
    
    47,017
    
    
    
    40,409
    
    
    
    37,379Interest income
    
    
    3,126
    
    
    
    7,689
    
    
    
    8,353
    
    
    
    7,269
    
    
    
    3,485Interest expense
    
    
    (173
    )
    
    
    (46
    )
    
    
    (29
    )
    
    
    (1,862
    )
    
    
    (6,927
    )Other income (expense), net
    
    
    (2,729
    )(3)
    
    
    (742
    )
    
    
    515
    
    
    
    (432
    )
    
    
    (3,473
    )(10)Income before income taxes
    
    
    40,146
    
    
    
    59,403
    
    
    
    55,856
    
    
    
    45,384
    
    
    
    30,464Provision for income taxes
    
    
    6,819
    (4)
    
    
    18,864
    
    
    
    15,895
    (8)
    
    
    14,662
    
    
    
    10,358Income from continuing operations
    
    
    33,327
    
    
    
    40,539
    
    
    
    39,961
    
    
    
    30,722
    
    
    
    20,106Income from operations of discontinued operations, net
of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,313Gain on disposal of discontinued operations, net of
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,083Net income
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961
    
    
    $
    30,722
    
    
    $
    31,502Diluted earnings per share:Earnings per share from continuing operations
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08
    
    
    $
    0.85
    
    
    $
    0.64Earnings per share from operations of discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.10Earnings per share from gain on disposal of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.26Earnings per common share
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08
    
    
    $
    0.85
    
    
    $
    1.00Weighted-average shares outstanding  diluted
    
    
    32,078
    
    
    
    35,093
    
    
    
    36,859
    
    
    
    36,276
    
    
    
    31,650Consolidated Balance Sheet Data:Cash, cash equivalents, and marketable securities (11)
    
    $
    96,020
    
    
    $
    193,697
    
    
    $
    219,066
    
    
    $
    256,137
    
    
    $
    238,960Working capital
    
    
    190,095
    
    
    
    280,221
    
    
    
    281,362
    
    
    
    274,323
    
    
    
    190,874Total assets
    
    
    453,064
    
    
    
    492,241
    
    
    
    488,037
    
    
    
    499,836
    
    
    
    470,100Long-term obligations
    
    
    16,303
    
    
    
    10,656
    
    
    
    1,669
    
    
    
    3,460
    (9)
    
    
    118,255Total stockholders equity
    
    
    408,897
    
    
    
    434,383
    
    
    
    435,496
    
    
    
    452,720
    (9)
    
    
    298,098
  25




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(1)
    
    Includes a $2.4 million business interruption claim recovery related to a fire at a contract
manufacturer in Taiwan.(2)
    
    Includes a $3.1 million benefit associated with the settlement of a dispute with a
distributor ($3.7 million recognized in revenues, with $0.6 million of associated costs
recognized in cost of revenues).(3)
    
    Includes a $2.0 million gain from the sale of a marketable security, $3.4 million of
impairment charges related to our strategic investment portfolio and a convertible note, and
$1.1 million representing our proportionate share of gains on sales of assets by one of our
equity-method investees.(4)
    
    Includes a $3.7 million tax benefit (including interest) recognized to reverse previously
established reserves for uncertain tax positions as a result of the expiration of the
applicable statute of limitations.(5)
    
    Includes $1.1 million of increased customs expense on imported goods from the U.S. to an
overseas affiliate.(6)
    
    Includes $1.1 million associated with a contingent legal fee arrangement.(7)
    
    Includes $1.4 million one-time recovery of value-added taxes in Japan related to 2005.(8)
    
    Includes a $1.7 million tax benefit recognized to reverse previously established reserves for
uncertain tax positions as a result of the expiration of the applicable statute of
limitations.(9)
    
    Includes effect of conversion of the Companys 5.25 percent convertible subordinated notes
due November 15, 2006 into 5,183,095 shares of common stock.(10)
    
    Includes a $4.5 million asset impairment charge related to the Companys strategic investment
portfolio.(11)
    
    Includes non-current marketable securities of $3.7 million, $0, $14.4 million, $46.3 million,
and $105.8 million at December 31, 2008, 2007, 2006, 2005, and 2004, respectively.  26




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Company Overview
  Critical Accounting Policies and Estimates
 General
  Revenue Recognition
 Revenue
Recognition
  27




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Allowance for Doubtful Accounts
  Inventory Valuation Reserves
   Non-marketable Equity Securities
    28




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Income Taxes
    Depreciable Lives of Property, Plant and Equipment
   29




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Equity-Based Compensation
   Fair Value Measurements
   30




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Goodwill and Other Intangible Assets
   Other Long-Lived Amortizable Assets
  Recent Accounting Pronouncements
  Related Party Transactions
  Results of Operations
  December 31,2008
    
    
    2007
    
    
    2006Cost of revenues
    
    $
    339
    
    
    $
    375
    
    
    $
    910Research and development
    
    
    530
    
    
    
    432
    
    
    
    773Selling, general, and administrative
    
    
    5,831
    
    
    
    6,791
    
    
    
    7,681Total equity-based compensation expense
    
    
    6,700
    
    
    
    7,598
    
    
    
    9,364Provision for income taxes
    
    
    2,237
    
    
    
    2,556
    
    
    
    3,137Net equity-based compensation expense
    
    $
    4,463
    
    
    $
    5,042
    
    
    $
    6,227
  31




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##### Table of Contents



Year ended December 31, 2008 Compared to Year Ended December 31, 2007
 Overview
    December 31,2008
    
    
    2007
    
    
    % ChangeRevenues
    
    $
    339,063
    
    
    $
    364,088
    
    
    
    (6.9
    %)Cost of revenues
    
    
    172,551
    
    
    
    182,480
    
    
    
    (5.4
    %)Gross profit
    
    
    166,512
    
    
    
    181,608
    
    
    
    (8.3
    %)Gross margin
    
    
    49.1
    %
    
    
    49.9
    %
    
    
    (0.8
    %)Research and development
    
    
    37,809
    
    
    
    29,879
    
    
    
    26.5
    %R&D as a percent of revenues
    
    
    11.1
    %
    
    
    8.2
    %
    
    
    2.9
    %Selling, general, and administrative
    
    
    88,781
    
    
    
    99,227
    
    
    
    (10.5
    %)SG&A as a percent of revenues
    
    
    26.2
    %
    
    
    27.3
    %
    
    
    (1.1
    %)Operating income
    
    
    39,922
    
    
    
    52,502
    
    
    
    (24.0
    %)Operating margin
    
    
    11.8
    %
    
    
    14.4
    %
    
    
    (2.6
    %)Effective tax rate
    
    
    17.0
    %
    
    
    31.8
    %
    
    
    (14.8
    %)Net income
    
    $
    33,327
    
    
    $
    40,539
    
    
    
    (17.8
    %)Diluted earnings per share
    
    $
    1.04
    
    
    $
    1.16
    
    
    
    (10.3
    %)
  32




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Revenues
 Gross Profit
 Research and Development Expenses
  33




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Selling, General, and Administrative Expenses
 Operating Income.
 Interest Income
 Impairment of Investments.
 Other Income (Expense), Net.
 Provision for Income Taxes
  34




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##### Table of Contents



Year ended December 31, 2007 Compared to Year Ended December 31, 2006
 Overview
   December 31,2007
    
    
    2006
    
    
    % ChangeRevenues
    
    $
    364,088
    
    
    $
    325,913
    
    
    
    11.7
    %Cost of revenues
    
    
    182,480
    
    
    
    162,530
    
    
    
    12.3
    %Gross profit
    
    
    181,608
    
    
    
    163,383
    
    
    
    11.2
    %Gross margin percent
    
    
    49.9
    %
    
    
    50.1
    %
    
    
    (0.2
    %)Research and development
    
    
    29,879
    
    
    
    26,217
    
    
    
    14.0
    %R&D as a percent of revenues
    
    
    8.2
    %
    
    
    8.0
    %
    
    
    0.2
    %Selling, general, and administrative
    
    
    99,227
    
    
    
    90,149
    
    
    
    10.1
    %SG&A as a percent of revenues
    
    
    27.3
    %
    
    
    27.7
    %
    
    
    (0.4
    %)Operating income
    
    
    52,502
    
    
    
    47,017
    
    
    
    11.7
    %Operating margin
    
    
    14.4
    %
    
    
    14.4
    %
    
    
    Effective tax rate
    
    
    31.8
    %
    
    
    28.5
    %
    
    
    3.3
    %Net income
    
    $
    40,539
    
    
    $
    39,961
    
    
    
    1.4
    %Diluted earnings per share
    
    $
    1.16
    
    
    $
    1.08
    
    
    
    7.4
    %
 Revenues
 Gross Profit
  35




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##### Table of Contents



Research and Development Expenses
 Selling, General, and Administrative Expenses
 Operating Income.
 Interest Income
 Provision for Income Taxes
 Liquidity and Capital Resources
    36




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##### Table of Contents



Year Ended December 31,2008
    
    
    2007Cash provided by (used for):Operating Activities
    
    $
    60,616
    
    
    $
    64,944Investing Activities
    
    
    (52,656
    )
    
    
    20,474Financing Activities
    
    
    (56,541
    )
    
    
    (53,294
    )Effects of exchange rate changes on cash
    
    
    (1,600
    )
    
    
    (913
    )
  
    
    Decrease in net income of $7.2 million
 
    
    Cash provided by changes in deferred income taxes of $2.0 million compared to
cash used related to changes in deferred income taxes of $1.5 million
 
    
    Increase in cash provided by changes in accounts receivable of $25.0 million due
to the reduction in revenues and also to timing of collections
 
    
    Increase in cash used related to changes in inventories of $8.7 million, due
primarily to safety stock builds in 2008 (life sciences and SDS product lines), and
revenue declines
 
    
    Cash used related to changes in accounts payable of $8.7 million compared to
cash provided by changes in accounts payable of $2.2 million, due primarily to
timing of payments
 
    
    Cash used related to changes in income taxes payable of $5.8 million compared to
cash provided by changes in income taxes payable of $3.9 million
  
    
    Increase in capital spending of $15.4 million primarily because of the purchase
of research tools used in our high productivity development activities
 
    
    Increase in acquisitions of $33.1 million, due to the $27.7 million purchase of
LevTech, Inc. and $5.4 million paid for certain assets acquired from Artelis
 
    
    Increase in cash paid for cost-basis and equity-basis investments of $6.7
million ($10 million investment in Intermolecular in 2008)
 
    
    Decrease in net cash proceeds from purchases and sales of marketable securities
of $17.7 million
  
    
    Decrease of $12.6 million in proceeds from stock option exercises in 2008
 
    
    Decrease in treasury stock purchases of $9.2 million
  37




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##### Table of Contents



Summary of Contractual Obligations
  Payments Due by PeriodLess thanTotal
    
    

1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    ThereafterContractual obligations:Capital leases
    
    $
    156
    
    
    $
    75
    
    
    $
    81
    
    
    $
    
    
    
    $
    Operating leases
    
    
    8,396
    
    
    
    3,577
    
    
    
    3,970
    
    
    
    849
    
    
    
    Purchase obligations:Inventory purchases
    
    
    1,895
    
    
    
    1,895
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditures (1)
    
    
    5,464
    
    
    
    5,464
    
    
    
    
    
    
    
    
    
    
    
    Other (2)
    
    
    12,495
    
    
    
    12,495
    
    
    
    
    
    
    
    
    
    
    
    Total purchase obligations
    
    
    19,854
    
    
    
    19,854
    
    
    
    
    
    
    
    
    
    
    
    Standby Letters of Credit
    
    
    4,600
    
    
    
    
    
    
    
    4,600
    
    
    
    
    
    
    
    Line of Credit
    
    
    1,102
    
    
    
    1,102
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities (3)
    
    
    3,918
    
    
    
    
    
    
    
    3,550
    
    
    
    
    
    
    
    368Total debt, lease, purchase, and
other long-term liability
obligations
    
    $
    38,026
    
    
    $
    24,608
    
    
    $
    12,201
    
    
    $
    849
    
    
    $
    368
 (1)
    
    Includes $4.2 million commitment to purchase HPC tool for research and development.(2)
    
    Includes $7.9 million commitment to purchase services associated with a strategic
alliance partner.(3)
    
    Includes $3.4 million of asset retirement obligations. Off-Balance Sheet Arrangements
   38




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##### Table of Contents



Operations Outside the United States
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk
  Foreign Currency Exchange Risk
     39




---



##### Table of Contents



Changes in Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal ControlIntegrated
Framework.
   40




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##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
   41




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
               Exhibit No.
    
    Description2.01
    
    
    Asset Purchase Agreement dated as of June 28, 2004 by and between
International Rectifier Corporation, IR Epi Service, Inc. and Advanced
Technology Materials, Inc. (Filed as Exhibit 2.1 to ATMIs Current Report
on Form 8-K on July 20, 2004, File No. 1-16239, and incorporated herein by
reference). (1)2.02
    
    
    Agreement and Plan of Merger, dated as of January 4, 2008 by and among
Advanced Technology Materials, Inc., ATMI Acquisition Corp., and LevTech,
Inc. (Filed as Exhibit 10.30 to ATMIs 2007 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).3.01
    
    
    Restated Certificate of Incorporation dated as of July 30, 2005 (Filed as
Exhibit 3 (i) to ATMIs Current Report on Form 8-K on August 3, 2005, File
No. 1-16239, and incorporated herein by reference).3.02
    
    
    Amended and Restated Bylaws of ATMI dated December 17, 2008 (Filed as
Exhibit 3.1 to ATMIs Current Report on Form 8-K on December 18, 2008,
File No. 1-16239, and incorporated herein by reference).
  42




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##### Table of Contents



Exhibit No.
    
    Description4.01
    
    
    Specimen of ATMIs Common Stock Certificate (Filed on September 10, 1997
as Exhibit 4.01 to the Companys Registration Statement on Form S-4,
Registration No. 333-35323).4.02
    
    
    Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and
Fleet National Bank, as Rights Agent is filed herewith.10.01
    *
    
    Employment Agreement between Eugene G. Banucci, Ph.D. and ATMI, Inc.,
effective as of January 1, 2005 (Filed as Exhibit 10.1 to ATMIs Current
Report on Form 8-K on September 19, 2005, File No. 1-16239, and
incorporated herein by reference).10.02
    *
    
    Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated
December 31, 2004 (Filed as Exhibit 10.1 to ATMIs Current Report on Form
8-K on January 5, 2005, File No. 1-16239, and incorporated herein by
reference).10.03
    *
    
    Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated
December 31, 2004 (Filed as Exhibit 10.1 to ATMIs Current Report on Form
8-K/A on January 5, 2005, File No. 1-16239, and incorporated herein by
reference).10.04
    
    
    Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M
Realty and Advanced Technology Materials, Inc., dated December 23, 1994 is
filed herewith.10.05
    
    
    First Amendment to Agreement of Lease dated as of November 22, 2000 by and
between Commerce Park Realty, LLC and Advanced Technology Materials, Inc.
(Filed as Exhibit 10.05 to ATMIs 2005 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.06
    
    
    Second Amendment to Agreement of Lease dated as of March 24, 2003 by and
between Commerce Park Realty, LLC and Advanced Technology Materials, Inc.
(Filed as Exhibit 10.05 to ATMIs 2005 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.07
    *
    
    ATMIs 1995 Stock Plan is filed herewith.10.08
    *
    
    ATMIs 1997 Stock Plan, dated October 10, 1997 (Filed on April 6, 1998 as
Exhibit 99.1 to the Companys Registration Statement on Form S-8,
Registration No. 333-49561).10.09
    *
    
    ATMIs 1998 Stock Plan, dated May 20, 1998 (Filed on June 9, 1998 as
Exhibit 99.1 to the Companys Registration Statement on Form S-8,
Registration No. 333-56349).10.10
    
    
    Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss
and Advanced Technology Materials, Inc., dated November 24, 2000 is filed
herewith.10.11
    *
    
    ATMIs 2000 Stock Plan, dated May 24, 2000 (Filed on September 20, 2000 as
Exhibit 99.1 to the Companys Registration Statement on Form S-8,
Registration No. 333-46222).10.12
    *
    
    ATMIs 2003 Stock Plan (as amended May 21, 2003), (Filed on August 1, 2003
as Exhibit 4.6 to the Companys Registration Statement on Form S-8,
Registration No. 333-107591).10.13
    *
    
    ATMIs 1998 Employee Stock Purchase Plan, (as amended February 28, 2003),
(Filed on August 1, 2003 as Exhibit 4.7 to the Companys Registration
Statement on Form S-8, Registration No. 333-107591).
  43




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##### Table of Contents



Exhibit No.
    
    Description10.14
    
    
    Alliance Agreement dated as of May 16, 2003 by and between Advanced
Technology Materials, Inc. on its own behalf and on behalf of its
Affiliates and Enthone, Inc. (Filed as Exhibit 10.15 to ATMIs 2003 Annual
Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference). (1)10.15
    
    
    Stock Purchase Agreement dated as of July 14, 2003 by and among Advanced
Technology Materials, Inc., Lente, LLC and the Persons listed on the
signature page thereto (Filed as Exhibit 10.16 to ATMIs 2003 Annual
Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference). (1)10.16
    *
    
    Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998
Stock Plan (Filed as Exhibit 10.19 to ATMIs 2005 Annual Report on Form
10-K, File No. 1-16239, and incorporated herein by reference).10.17
    *
    
    Form of ATMI, Inc. Executive Management Restricted Stock Grant Agreement
(Filed as Exhibit 10.20 to ATMIs 2006 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.18
    *
    
    Form of ATMI, Inc. Employee Non-Qualified Stock Option Agreement (Filed as
Exhibit 10.21 to ATMIs 2006 Annual Report on Form 10-K, File No. 1-16239,
and incorporated herein by reference).10.19
    
    
    Agreement of Lease between West Real Estate and Management, Inc. and ATMI
Packaging, Inc., and ATMI, Inc., dated October 21, 2004 (Filed as Exhibit
10.23 to ATMIs 2004 Annual Report on Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.20
    *
    
    Form of ATMI, Inc. Employee Restricted Stock Grant Agreement 
Non-Executive Management (Filed as Exhibit 10.23 to ATMIs 2006 Annual
Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference).10.21
    *
    
    Form of ATMI, Inc. Non-Employee Director Restricted Stock Grant (Filed as
Exhibit 10.24 to ATMIs 2006 Annual Report on Form 10-K, File No. 1-16239,
and incorporated herein by reference).10.22
    
    
    First Amendment to Agreement of Lease dated as of March 24, 2003 by and
between Seymour R. Powers, Trustee, and Leon Griss and Advanced Technology
Materials, Inc. (Filed as Exhibit 10.25 to ATMIs 2005 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by reference).10.23
    *
    
    Amendment to ATMIs 1998 Employee Stock Purchase Plan (amended effective
February 28, 2003 and January 1, 2007), (Filed as Exhibit 99 to ATMIs
Form 10-Q for the quarter ended September 30, 2006, File No. 1-16239, and
incorporated herein by reference).10.24
    
    
    Second Amendment to Agreement of Lease dated as of January 18, 2007 by and
between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber
and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and
Advanced Technology Materials, Inc. (Filed as Exhibit 10.27 to ATMIs 2006
Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference).10.25
    
    
    Third Amendment to Agreement of Lease dated as of January 18, 2007 by and
between Commerce Park Realty, LLC and Advanced Technology Materials, Inc.
(Filed as Exhibit 10.28 to ATMIs 2006 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).
  44




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##### Table of Contents



Exhibit No.
    
    Description10.26
    *
    
    Form of ATMI, Inc. Non-Employee Directors Non-Qualified Stock Option
Agreement (Filed as Exhibit 10.29 to ATMIs 2006 Annual Report on Form
10-K, File No. 1-16239, and incorporated herein by reference).10.27
    *
    
    Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated
December 31, 2004 (Filed as Exhibit 10.31 to ATMIs 2007 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by reference).10.28
    *
    
    Amendment to Employment Agreement between Timothy C. Carlson and ATMI,
Inc. dated August 1, 2005 (Filed as Exhibit 10.32 to ATMIs 2007 Annual
Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference).10.29
    *
    
    Employment Agreement between Ellen Harmon and ATMI, Inc. dated January 14,
2008 (Filed as Exhibit 10.33 to ATMIs 2007 Annual Report Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.30
    *
    
    Amendment to Employment Agreement between Timothy C. Carlson and ATMI,
Inc. dated January 31, 2008, effective as of September 7, 2007 (Filed as
Exhibit 10.34 to ATMIs 2007 Annual Report on Form 10-K, File No. 1-16239,
and incorporated herein by reference).10.31
    *
    
    Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc.
dated January 31, 2008, effective as of September 7, 2007 (Filed as
Exhibit 10.35 to ATMIs 2007 Annual Report on Form 10-K, File No. 1-16239,
and incorporated herein by reference).10.32
    
    
    First Amendment to Agreement of Lease between West Real Estate and
Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated September
23, 2008 is filed herewith.10.33
    *
    
    Amendment to Employment Agreement between Douglas A. Neugold and ATMI,
Inc. dated April 14, 2008 (Filed as Exhibit 10.2 to ATMIs Current Report
on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.34
    *
    
    Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc.
dated April 14, 2008 (Filed as Exhibit 10.3 to ATMIs Current Report on
Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.35
    *
    
    Amendment to Employment Agreement between Timothy C. Carlson and ATMI,
Inc. dated April 14, 2008 (Filed as Exhibit 10.4 to ATMIs Current Report
on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.36
    *
    
    Amendment to Employment Agreement between Ellen Harmon and ATMI, Inc.
dated April 14, 2008 (Filed as Exhibit 10.5 to ATMIs Current Report on
Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.37
    *
    
    First Amendment to Non-Employee Directors Deferred Compensation Program of
ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.1 to ATMIs Current Report
on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated
herein by reference).10.38
    *
    
    Amendment to The ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.2 to
ATMIs Current Report on Form 8-K, filed on March 6, 2008, File No.
1-16239, and incorporated herein by reference).
  45




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##### Table of Contents



Exhibit No.
    
    Description10.39
    *
    
    Amendment to The ATMI, Inc. 2000 Stock Plan (Filed as Exhibit 10.3 to
ATMIs Current Report on Form 8-K, filed on March 6, 2008, File No.
1-16239, and incorporated herein by reference).10.40
    *
    
    ATMI, Inc. 2003 Stock Plan (as Amended May 21, 2003 and March 2, 2008)
(Filed as Exhibit 10.4 to ATMIs Current Report on Form 8-K, filed on
March 6, 2008, File No. 1-16239, and incorporated herein by reference).10.41
    *
    
    ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI,
Inc. 2003 Stock Plan (Filed as Exhibit 10.5 to ATMIs Current Report on
Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated
herein by reference).21
    
    
    Subsidiaries of ATMI, Inc. is filed herewith.23
    
    
    Consent of Independent Registered Public Accounting Firm is filed herewith.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended is filed
herewith.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended is filed
herewith.32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 is furnished herewith.
 *
    
    Indicates a management contract or compensatory plan or arrangement.(1)
    
    Portions omitted pursuant to a request for confidential treatment.  46




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
 ATMI, Inc.February 20, 2009
    By:
    /s/ Douglas A. NeugoldDouglas A. NeugoldPresident, Chief Executive Officer, and
Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 Signature
    
    Title
    
    Date/s/ Douglas A. Neugold
    
    President, Chief Executive Officer and
    
    February 20, 2009Douglas A. Neugold
    
    Director
(principal executive officer)/s/ Timothy C. Carlson
    
    Executive Vice President, Chief Financial
    
    February 20, 2009Timothy C. Carlson
    
    Officer
and Treasurer (principal financial and
accounting officer)/s/ Eugene G. Banucci, Ph.D.
    
    
    
    February 20, 2009Eugene G. Banucci, Ph.D.
    
    Chairman
of the Board and Director/s/ Mark A. Adley
    
    
    
    February 20, 2009Mark A. Adley
    
    Director/s/ Robert S. Hillas
    
    
    
    February 20, 2009Robert S. Hillas
    
    Director/s/ Stephen H. Mahle
    
    
    
    February 20, 2009Stephen H. Mahle
    
    Director/s/ C. Douglas Marsh
    
    
    
    February 20, 2009C. Douglas Marsh
    
    Director/s/ Frederick C. Flynn, Jr.
    
    
    
    February 20, 2009Frederick C. Flynn, Jr.
    
    Director/s/ Cheryl L. Shavers, Ph.D.
    
    
    
    February 20, 2009Cheryl L. Shavers, Ph.D.
    
    Director
  47




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##### Table of Contents



ATMI, INC.
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE
 PageReports of Independent Registered Public Accounting Firm
    
    
    F-2Audited Financial StatementsConsolidated Balance Sheets  December 31, 2008 and 2007
    
    
    F-4Consolidated Statements of Income for the years ended December 31, 2008,
2007, and 2006
    
    
    F-5Consolidated Statements of Stockholders Equity for the years ended
December 31, 2006, 2007, and 2008
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2008,
2007, and 2006
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule II  Valuation and Qualifying Accounts
    
    
    F-40
  F-1




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##### Table of Contents



F-2




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##### Table of Contents



F-3




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    54,626
    
    
    $
    104,807Marketable securities, current portion
    
    
    37,739
    
    
    
    88,890Accounts receivable, net of allowances of $958 and $670, respectively
    
    
    42,229
    
    
    
    61,405Inventories, net
    
    
    55,986
    
    
    
    48,885Income taxes receivable
    
    
    4,847
    
    
    
    1,104Deferred income taxes
    
    
    6,947
    
    
    
    5,199Prepaid expenses and other current assets
    
    
    15,585
    
    
    
    17,133Total current assets
    
    
    217,959
    
    
    
    327,423Property, plant, and equipment, net
    
    
    136,425
    
    
    
    106,171Goodwill
    
    
    33,355
    
    
    
    13,730Other intangibles, net
    
    
    27,202
    
    
    
    17,407Marketable securities, non-current
    
    
    3,655
    
    
    
    Deferred income taxes, non-current
    
    
    1,581
    
    
    
    Other long-term assets
    
    
    32,887
    
    
    
    27,510Total assets
    
    $
    453,064
    
    
    $
    492,241Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    12,867
    
    
    $
    22,735Accrued liabilities
    
    
    5,277
    
    
    
    8,380Accrued salaries and related benefits
    
    
    6,445
    
    
    
    10,961Income taxes payable
    
    
    635
    
    
    
    2,647Loans and notes payable, current
    
    
    1,102
    
    
    
    Other current liabilities
    
    
    1,538
    
    
    
    2,479Total current liabilities
    
    
    27,864
    
    
    
    47,202Deferred income taxes, non-current
    
    
    5,469
    
    
    
    912Other long-term liabilities
    
    
    10,834
    
    
    
    9,744Commitments and contingencies (Note 15)Stockholders equity:Preferred stock, par value $.01 per share: 2,000 shares authorized;
none issued
    
    
    
    
    
    
    Common stock, par value $.01 per share: 100,000 shares authorized;
39,199 and 38,981 issued and 31,268 and 33,164 outstanding in 2008
and 2007, respectively
    
    
    392
    
    
    
    390Additional paid-in capital
    
    
    421,040
    
    
    
    412,423Treasury stock at cost (7,931 and 5,817 shares in 2008 and 2007,
respectively)
    
    
    (227,101
    )
    
    
    (168,844
    )Retained earnings
    
    
    214,300
    
    
    
    180,973Accumulated other comprehensive income
    
    
    266
    
    
    
    9,441Total stockholders equity
    
    
    408,897
    
    
    
    434,383Total liabilities and stockholders equity
    
    $
    453,064
    
    
    $
    492,241
   F-4




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Revenues
    
    $
    339,063
    
    
    $
    364,088
    
    
    $
    325,913Cost of revenues
    
    
    172,551
    
    
    
    182,480
    
    
    
    162,530Gross profit
    
    
    166,512
    
    
    
    181,608
    
    
    
    163,383Operating expenses:Research and development
    
    
    37,809
    
    
    
    29,879
    
    
    
    26,217Selling, general and administrative
    
    
    88,781
    
    
    
    99,227
    
    
    
    90,149Total operating expenses
    
    
    126,590
    
    
    
    129,106
    
    
    
    116,366Operating income
    
    
    39,922
    
    
    
    52,502
    
    
    
    47,017Interest income
    
    
    3,126
    
    
    
    7,689
    
    
    
    8,353Impairment of investments
    
    
    (3,432
    )
    
    
    
    
    
    
    (260
    )Other income (expense), net
    
    
    530
    
    
    
    (788
    )
    
    
    746Income before income taxes
    
    
    40,146
    
    
    
    59,403
    
    
    
    55,856Provision for income taxes
    
    
    6,819
    
    
    
    18,864
    
    
    
    15,895Net income
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961Earnings per common share  basic
    
    $
    1.06
    
    
    $
    1.19
    
    
    $
    1.11Weighted average shares outstanding  basic
    
    
    31,447
    
    
    
    34,169
    
    
    
    36,083Earnings per common share  diluted
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08Weighted average shares outstanding  diluted
    
    
    32,078
    
    
    
    35,093
    
    
    
    36,859
   F-5




---



##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  Deferred
    
    
    
    
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Equity-
    
    
    
    
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Based
    
    
    Treasury
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Compensation
    
    
    Stock
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2005
    
    $
    379
    
    
    $
    367,393
    
    
    $
    (5,506
    )
    
    $
    (12,118
    )
    
    $
    100,473
    
    
    $
    2,099
    
    
    $
    452,720Issuance of 663 shares of common stock pursuant
to the exercise of employee stock options
    
    
    6
    
    
    
    14,087
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,093Issuance of 85 shares of common stock pursuant
to the employee stock purchase plan
    
    
    1
    
    
    
    1,770
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,771Purchase of 3,163 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88,187
    )
    
    
    
    
    
    
    
    
    
    
    (88,187
    )Reclassification of deferred equity-based compensation
    
    
    
    
    
    
    (5,506
    )
    
    
    5,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity based compensation
    
    
    
    
    
    
    9,364
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,364Income tax benefit from equity-based compensation
    
    
    
    
    
    
    2,235
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,235Other
    
    
    (3
    )
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,961
    
    
    
    
    
    
    
    39,961Reclassification adjustment related to
marketable securities sold in unrealized
gain position, net of $321 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    547
    
    
    
    547Change in fair value on available-for-sale
securities net of deferred income tax of $800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178
    
    
    
    178Change in fair value of derivative financial
instruments, net of deferred income tax of $105
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,814
    
    
    
    2,814Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,500Balance at December 31, 2006
    
    
    383
    
    
    
    389,346
    
    
    
    
    
    
    
    (100,305
    )
    
    
    140,434
    
    
    
    5,638
    
    
    
    435,496Issuance of 589 shares of common stock pursuant
to the exercise of employee stock options
    
    
    6
    
    
    
    13,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,698Issuance of 17 shares of common stock pursuant
to the employee stock purchase plan
    
    
    1
    
    
    
    498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    499Purchase of 2,224 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68,539
    )
    
    
    
    
    
    
    
    
    
    
    (68,539
    )Equity based compensation
    
    
    
    
    
    
    7,598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,598Income tax benefit from equity-based compensation
    
    
    
    
    
    
    1,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,289Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,539
    
    
    
    
    
    
    
    40,539Reclassification adjustment related to
marketable securities sold in unrealized
loss position, net of $694 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,182
    
    
    
    1,182Change in fair value on available-for-sale
securities net of deferred income tax of $800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    186Change in fair value of derivative financial
instruments, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    78Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,357
    
    
    
    2,357Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,342Balance at December 31, 2007
    
    
    390
    
    
    
    412,423
    
    
    
    
    
    
    
    (168,844
    )
    
    
    180,973
    
    
    
    9,441
    
    
    
    434,383Issuance of 60 shares of common stock pursuant
to the exercise of employee stock options
    
    
    1
    
    
    
    1,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,319Issuance of 15 shares of common stock pursuant to the employee stock purchase plan
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324Purchase of 2,113 treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,257
    )
    
    
    
    
    
    
    
    
    
    
    (58,257
    )Equity based compensation
    
    
    
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700Income tax benefit from equity-based compensation
    
    
    
    
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276Other
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,327
    
    
    
    
    
    
    
    33,327Reclassification adjustment related to
marketable securities sold in unrealized
gain position, net of $925 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,574
    )
    
    
    (1,574
    )Change in fair value on available-for-sale
securities net of deferred income tax of $938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,598
    )
    
    
    (1,598
    )Reclassification adjustment to earnings related to
derivative financial instruments, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,925
    )
    
    
    (5,925
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,152Balance at December 31, 2008
    
    $
    392
    
    
    $
    421,040
    
    
    $
    
    
    
    $

    (227,101
    )
    
    $
    214,300
    
    
    $
    266
    
    
    $
    408,897
   F-6




---



##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Operating activitiesNet income
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961Adjustments to reconcile net income to cash provided by operating activities:Depreciation and amortization
    
    
    24,141
    
    
    
    21,795
    
    
    
    20,764Provision for bad debts
    
    
    300
    
    
    
    
    
    
    
    Provision for inventory obsolescence
    
    
    1,544
    
    
    
    856
    
    
    
    1,480Deferred income taxes
    
    
    2,039
    
    
    
    (1,507
    )
    
    
    (2,279
    )Income tax benefit from share-based payment arrangements
    
    
    276
    
    
    
    1,289
    
    
    
    2,235Excess tax benefit from share-based payment arrangements
    
    
    (241
    )
    
    
    (974
    )
    
    
    (660
    )Equity-based compensation expense
    
    
    6,700
    
    
    
    7,598
    
    
    
    9,364Realized gain on sale of marketable securities
    
    
    (1,967
    )
    
    
    
    
    
    
    Loss from equity-method investments
    
    
    649
    
    
    
    989
    
    
    
    361Impairment of investments
    
    
    3,432
    
    
    
    
    
    
    
    260Impairment of property, plant, and equipment
    
    
    177
    
    
    
    815
    
    
    
    153Other
    
    
    29
    
    
    
    98
    
    
    
    (375
    )Changes in operating assets and liabilities, net of effect of acquisitions:Accounts receivable
    
    
    20,608
    
    
    
    (4,386
    )
    
    
    (7,980
    )Inventories
    
    
    (9,489
    )
    
    
    (760
    )
    
    
    (7,749
    )Other assets
    
    
    2,579
    
    
    
    (8,563
    )
    
    
    2,535Accounts payable
    
    
    (8,698
    )
    
    
    2,163
    
    
    
    8,095Accrued expenses
    
    
    (7,821
    )
    
    
    (8,412
    )
    
    
    (1,703
    )Income taxes
    
    
    (5,755
    )
    
    
    3,868
    
    
    
    (2,445
    )Other liabilities
    
    
    (1,214
    )
    
    
    9,536
    
    
    
    15Net cash provided by operating activities
    
    
    60,616
    
    
    
    64,944
    
    
    
    62,032Investing activitiesCapital expenditures
    
    
    (50,621
    )
    
    
    (35,271
    )
    
    
    (27,560
    )Proceeds from the sale of property, plant, and equipment
    
    
    26
    
    
    
    347
    
    
    
    362Acquisitions of cost-basis and equity-basis investments
    
    
    (10,000
    )
    
    
    (3,301
    )
    
    
    (2,578
    )Acquisitions, net of cash acquired
    
    
    (33,091
    )
    
    
    
    
    
    
    Proceeds from sale of a cost-basis investment
    
    
    
    
    
    
    
    
    
    
    298Purchases of marketable securities
    
    
    (44,856
    )
    
    
    (240,101
    )
    
    
    (179,901
    )Proceeds from sales or maturities of marketable securities
    
    
    85,886
    
    
    
    298,800
    
    
    
    261,790Net cash (used for) provided by investing activities
    
    
    (52,656
    )
    
    
    20,474
    
    
    
    52,411Financing activitiesExcess tax benefit from share-based payment arrangements
    
    
    241
    
    
    
    974
    
    
    
    660Purchases of treasury stock
    
    
    (59,234
    )
    
    
    (68,400
    )
    
    
    (88,191
    )Proceeds from exercise of stock options
    
    
    1,643
    
    
    
    14,195
    
    
    
    15,863Credit line borrowings
    
    
    13,917
    
    
    
    
    
    
    
    Credit line repayments
    
    
    (12,815
    )
    
    
    
    
    
    
    Other
    
    
    (293
    )
    
    
    (63
    )
    
    
    (92
    )Net cash used for financing activities
    
    
    (56,541
    )
    
    
    (53,294
    )
    
    
    (71,760
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    (1,600
    )
    
    
    (913
    )
    
    
    (38
    )Net (decrease) increase in cash and cash equivalents
    
    
    (50,181
    )
    
    
    31,211
    
    
    
    42,645Cash and cash equivalents, beginning of year
    
    
    104,807
    
    
    
    73,596
    
    
    
    30,951Cash and cash equivalents, end of year
    
    $
    54,626
    
    
    $
    104,807
    
    
    $
    73,596SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash interest paid
    
    $
    229
    
    
    $
    46
    
    
    $
    29Cash income taxes paid
    
    $
    14,109
    
    
    $
    13,993
    
    
    $
    18,830
   F-7




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##### Table of Contents



ATMI, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Description of Business
  Consolidation
  Use of Estimates
  Revenue Recognition and Accounts Receivable
 Revenue Recognition
  F-8




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
   Allowance for Doubtful Accounts
  Concentrations of Credit Risk
  Research and Development
  Cash and Cash Equivalents and Marketable Securities
   F-9




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
   Non-marketable Equity Securities
     F-10




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
  Inventories
   Property, Plant, and Equipment, net
   F-11




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
 Asset-Retirement Obligations
  Income Taxes
  Fair Value
     F-12




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
 Foreign Currency Exchange Contracts
    Goodwill and Other Intangible Assets
   Other Long-Lived Assets
   F-13




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
 Translation of Foreign Currencies
  Equity-based Compensation
  Recently Issued Accounting Pronouncements
  .
  F-14




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
      F-15




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 1. Organization and Summary of Significant Accounting Policies (continued)
 Other
  2. Insurance Claim Recoveries
  3. Marketable Securities
  2008
    
    
    2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossUnrealized
    
    
    Estimated
    
    
    
    
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gain (Loss)
    
    
    Fair Value
    
    
    Cost
    
    
    Gain (Loss)
    
    
    Fair ValueSecurities in unrealized gain
position:Common stock
    
    $
    251
    
    
    $
    296
    
    
    $
    547
    
    
    $
    971
    
    
    $
    3,871
    
    
    $
    4,842Government debt
obligations (1)
    
    
    22,325
    
    
    
    205
    
    
    
    22,530
    
    
    
    49,666
    
    
    
    199
    
    
    
    49,865GS (2) debt obligations
    
    
    3,000
    
    
    
    10
    
    
    
    3,010
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    25,576
    
    
    
    511
    
    
    
    26,087
    
    
    
    50,637
    
    
    
    4,070
    
    
    
    54,707Securities in unrealized loss
position:Common stock
    
    
    192
    
    
    
    (117
    )
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    Auction rate security (3)
    
    
    5,000
    
    
    
    (1,345
    )
    
    
    3,655
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    5,192
    
    
    
    (1,462
    )
    
    
    3,730
    
    
    
    
    
    
    
    
    
    
    
    Securities at amortized cost:Corporate debt
obligations
    
    
    9,502
    
    
    
    
    
    
    
    9,502
    
    
    
    10,683
    
    
    
    
    
    
    
    10,683Government
debt obligations (1)
    
    
    2,075
    
    
    
    
    
    
    
    2,075
    
    
    
    23,500
    
    
    
    
    
    
    
    23,500Subtotal
    
    
    11,577
    
    
    
    
    
    
    
    11,577
    
    
    
    34,183
    
    
    
    
    
    
    
    34,183Total marketable securities
    
    $
    42,345
    
    
    $

    (951
    )
    
    $
    41,394
    
    
    $
    84,820
    
    
    $
    4,070
    
    
    $
    88,890
 (1)
    
    State and municipal government debt obligations.(2)
    
    Government Sponsored.(3)
    
    Massachusetts Educational Financing Authority security (student loan portfolio)  see Note 6 for more information.  F-16




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 3. Marketable Securities (continued)
   EstimatedCost
    
    
    Fair ValueDue in one year or less
    
    $
    30,943
    
    
    $
    31,138Due between one and three years
    
    
    5,959
    
    
    
    5,978Auction rate security (due in 2038)
    
    
    5,000
    
    
    
    3,65541,902
    
    
    
    40,771Common stock
    
    
    443
    
    
    
    623$
    42,345
    
    
    $
    41,394
   Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    Losses
    
    
    Fair Value
    
    
    LossesCommon stock
    
    $
    75
    
    
    $

    (117
    )
    
    $
    
    
    
    $
    
    
    
    $
    75
    
    
    $

    (117
    )Auction rate security
    
    
    3,655
    
    
    
    (1,345
    )
    
    
    
    
    
    
    
    
    
    
    3,655
    
    
    
    (1,345
    )Total
    
    $
    3,730
    
    
    $
    (1,462
    )
    
    $
    
    
    
    $
    
    
    
    $
    3,730
    
    
    $
    (1,462
    )
 other than temporary other than
temporary
  F-17




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 4. Inventories
  2008
    
    
    2007Raw materials
    
    $
    15,588
    
    
    $
    16,005Work in process (1)
    
    
    1,209
    
    
    
    1,382Finished goods (2)
    
    
    41,558
    
    
    
    33,81558,355
    
    
    
    51,202Excess and obsolescence reserve
    
    
    (2,369
    )
    
    
    (2,317
    )Inventories, net
    
    $
    55,986
    
    
    $
    48,885
 (1)
    
    The 2007 work in process balance has been increased by $0.3
million, with a corresponding decrease in 2007 finished goods inventory, which
represents a reclassification of unamortized standard cost adjustments at
December 31, 2007 in order to conform to the 2008 presentation.(2)
    
    $5.1 million and $6.0 million of finished goods inventory resides
at non-ATMI consignment locations at December 31, 2008 and 2007, respectively.  5. Foreign Currency Exchange Contracts
   6. Fair Value Measurements
  Level 1
 Level 2
  F-18




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 6. Fair Value Measurements (continued)
 Level 3
   F-19




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 6. Fair Value Measurements (continued)
 Assets / Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measured UsingQuotedPrices in
    
    
    OtherActive
    
    
    Observable
    
    
    UnobservableMarkets
    
    
    Inputs
    
    
    InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash, cash
equivalents, and
available-for-sale
marketable securities
    
    $
    96,020
    
    
    $
    66,346
    
    
    $
    26,019
    
    
    $
    3,655Derivative liabilities
    

    $
    (261
    )
    

    $
    (261
    )
    
    
    
    
    
    
    
   F-20




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 6. Fair Value Measurements (continued)
  Year Ended December 31, 2008Fair Value Measurements UsingSignificant Unobservable Inputs(Level 3)Available-For-Sale MarketableSecurities
    
    
    TotalBalance at December 31, 2007
    
    $
    
    
    
    $
    Total gains (losses), realized and unrealizedIncluded in net income
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    (1,345
    )
    
    
    (1,345
    )Purchases, issuances, and settlements, net
    
    
    
    
    
    
    Transfers into (out) of Level 3
    
    
    5,000
    
    
    
    5,000Balance at December 31, 2008
    
    $
    3,655
    
    
    $
    3,655
 Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis
     F-21




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 7. Property, Plant and Equipment, Net
  December 31,2008
    
    
    2007Land
    
    $
    1,063
    
    
    $
    1,234Buildings
    
    
    24,910
    
    
    
    24,402Machinery and equipment
    
    
    141,874
    
    
    
    113,958Cylinders and canisters
    
    
    34,744
    
    
    
    22,656Furniture and fixtures
    
    
    2,713
    
    
    
    3,145Leasehold improvements
    
    
    21,668
    
    
    
    17,240Construction in progress
    
    
    15,353
    
    
    
    14,126242,325
    
    
    
    196,761Accumulated depreciation and amortization
    
    
    (105,900
    )
    
    
    (90,590
    )$
    136,425
    
    
    $
    106,171
      Year Ended December 31,2008
    
    
    2007
    
    
    2006Cost of revenues
    
    $
    9,207
    
    
    $
    7,499
    
    
    $
    7,695Research and development
    
    
    3,681
    
    
    
    2,984
    
    
    
    2,550Selling, general, and administrative
    
    
    7,178
    
    
    
    8,080
    
    
    
    7,141Total depreciation and amortization
    
    $
    20,066
    
    
    $
    18,563
    
    
    $
    17,386
  F-22




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 8. Goodwill and Other Intangibles
  Identified intangible assets
    
    $
    8,900Net deferred taxes
    
    
    (1,139
    )Net assets acquired
    
    
    148Goodwill
    
    
    19,764Purchase price, net of cash acquired
    
    $
    27,673
    F-23




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 8. Goodwill and Other Intangibles (continued)
  TotalPatents &
    
    
    
    
    
    
    OtherGoodwill
        

          
   
    Trademarks
    
    
    Other
    
    
    IntangiblesBalance at December 31, 2006
    
    $
    13,734
    
    
    $
    18,687
    
    
    $
    1,982
    
    
    $
    20,669Amortization
    
    
    
    
    
    
    (2,484
    )
    
    
    (759
    )
    
    
    (3,243
    )Other, including foreign
currency translation
    
    
    (4
    )
    
    
    (37
    )
    
    
    18
    
    
    
    (19
    )Balance at December 31, 2007
    
    $
    13,730
    
    
    $
    16,166
    
    
    $
    1,241
    
    
    $
    17,407Acquisitions
    
    
    19,764
    
    
    
    12,742
    
    
    
    1,300
    
    
    
    14,042Amortization
    
    
    
    
    
    
    (3,410
    )
    
    
    (665
    )
    
    
    (4,075
    )Other, including foreign
currency translation
    
    
    (139
    )
    
    
    (272
    )
    
    
    100
    
    
    
    (172
    )Balance at December 31, 2008
    
    $
    33,355
    
    
    $
    25,226
    
    
    $
    1,976
    
    
    $
    27,202
  TotalPatents &
    
    
    
    
    
    
    OtherGoodwill
    
    
    
    Trademarks
    
    
    Other
    
    
    IntangiblesGross Amount as of December 31, 2007
    
    $
    13,730
    
    
    $
    27,533
    
    
    $
    5,969
    
    
    $
    33,502Accumulated Amortization
    
    
    
    
    
    
    (11,367
    )
    
    
    (4,728
    )
    
    
    (16,095
    )Balance as of December 31, 2007
    
    $
    13,730
    
    
    $
    16,166
    
    
    $
    1,241
    
    
    $
    17,407Gross Amount as of December 31, 2008
    
    $
    33,355
    
    
    $
    40,003
    
    
    $
    7,001
    
    
    $
    47,004Accumulated Amortization
    
    
    
    
    
    
    (14,777
    )
    
    
    (5,025
    )
    
    
    (19,802
    )Balance as of December 31, 2008
    
    $
    33,355
    
    
    $
    25,226
    
    
    $
    1,976
    
    
    $
    27,202
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Cost of revenues
    
    $
    133
    
    
    $
    58
    
    
    $
    100Research and development
    
    
    
    
    
    
    21
    
    
    
    Selling, general, and administrative
    
    
    3,942
    
    
    
    3,164
    
    
    
    3,329Total amortization
    
    $
    4,075
    
    
    $
    3,243
    
    
    $
    3,429
  F-24




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 8. Goodwill and Other Intangibles (continued)
  Year
    
    Amount2009
    
    $
    4,4592010
    
    
    3,8512011
    
    
    2,9552012
    
    
    2,9332013
    
    
    2,933Thereafter
    
    
    10,071Total
    
    $
    27,202
 9. Other Long-term Assets
   F-25




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 10. Leases
   OperatingLeases2009
    
    $
    3,5772010
    
    
    2,2622011
    
    
    1,7082012
    
    
    5782013
    
    
    271Thereafter
    
    
    Total minimum lease payments
    
    $
    8,396
      F-26




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 10. Leases (continued)
  Balance as of December 31, 2007
    
    $
    Liabilities incurred
    
    
    3,341Liabilites settled
    
    
    Accretion expense
    
    
    9Balance as of December 31, 2008
    
    $
    3,350
   F-27




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 11. Income Taxes
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Domestic
    
    $
    28,830
    
    
    $
    48,174
    
    
    $
    48,763Foreign
    
    
    11,316
    
    
    
    11,229
    
    
    
    7,093Total pre-tax income
    
    $
    40,146
    
    
    $
    59,403
    
    
    $
    55,856
  December 31,2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    2,369
    
    
    $
    16,090
    
    
    $
    15,040State
    
    
    809
    
    
    
    1,152
    
    
    
    1,407Foreign
    
    
    1,602
    
    
    
    3,129
    
    
    
    1,727Total current
    
    
    4,780
    
    
    
    20,371
    
    
    
    18,174Deferred:Federal
    
    
    3,293
    
    
    
    (1,134
    )
    
    
    (1,856
    )State
    
    
    (134
    )
    
    
    (96
    )
    
    
    (379
    )Foreign
    
    
    (1,120
    )
    
    
    (277
    )
    
    
    (44
    )Total deferred
    
    
    2,039
    
    
    
    (1,507
    )
    
    
    (2,279
    )$
    6,819
    
    
    $
    18,864
    
    
    $
    15,895
  December 31,2008
    
    
    2007Deferred tax assets:Accrued liabilities
    
    $
    4,767
    
    
    $
    5,176Inventory adjustments
    
    
    2,372
    
    
    
    2,240Net operating loss and tax credit carryforwards
    
    
    6,167
    
    
    
    2,000Equity-based compensation
    
    
    6,132
    
    
    
    5,013Other, net
    
    
    332
    
    
    
    2019,770
    
    
    
    14,449Valuation allowance
    
    
    (446
    )
    
    
    (278
    )19,324
    
    
    
    14,171Deferred tax liabilities:Depreciation and amortization
    
    
    (16,265
    )
    
    
    (8,328
    )Unrealized gain on marketable securities
    
    
    
    
    
    
    (1,507
    )Other, net
    
    
    
    
    
    
    (49
    )(16,265
    )
    
    
    (9,884
    )Net deferred tax assets
    
    $
    3,059
    
    
    $
    4,287
   F-28




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 11. Income Taxes (continued)
   ExpirationFederal-NOLs
    
    $
    1,036
    
    
    
    2021-2026-Credits
    
    
    83
    
    
    
    2019-2026$
    1,119State-NOLs
    
    
    438
    
    
    
    2010-2027-Credits
    
    
    1,926
    
    
    
    2009-2023$
    2,364Foreign- NOLs
    
    
    996
    
    
    None- Credits
    
    
    1,688
    
    
    
    2012$
    2,684Total
    
    $
    6,167
  For the Year Ended December 31,2008
    
    
    2007
    
    
    2006U.S. statutory rate
    
    $
    14,052
    
    
    $
    20,791
    
    
    $
    19,550State income taxes
    
    
    439
    
    
    
    686
    
    
    
    668Foreign income taxes
    
    
    (2,039
    )
    
    
    (1,062
    )
    
    
    (722
    )Tax exempt income
    
    
    (705
    )
    
    
    (1,894
    )
    
    
    (949
    )ETI benefit
    
    
    
    
    
    
    
    
    
    
    (1,040
    )Change in valuation allowance of deferred tax assets
    
    
    (24
    )
    
    
    (105
    )
    
    
    (20
    )Adjustment to tax liabilities
    
    
    (2,371
    )
    
    
    677
    
    
    
    (1,716
    )Research & Development credits
    
    
    (2,442
    )
    
    
    (491
    )
    
    
    (279
    )Other, net
    
    
    (91
    )
    
    
    262
    
    
    
    403$
    6,819
    
    
    $
    18,864
    
    
    $
    15,895
    F-29




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 11. Income Taxes (continued)
   Beginning Balance  January 1, 2008 (1)
    
    $
    8,152Increases from prior period positions
    
    
    271Decreases from prior period positions
    
    
    (66
    )Increases from current period positions
    
    
    1,075Decreases from current period positions
    
    
    Decreases related to settlements with taxing authorities
    
    
    (330
    )Decreases from lapse of statute of limitations
    
    
    (3,121
    )Ending Balance  December 31, 2008
    
    $
    5,981
 (1)
    
    The balance at January 1, 2008 excludes $1.1 of accrued interest related to the
unrecognized tax benefits.  12. Defined Contribution Plan
   F-30




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 13. Stockholders Equity
  2008
    
    
    2007
    
    
    2006Cost of revenues
    
    $
    339
    
    
    $
    375
    
    
    $
    910Research and development
    
    
    530
    
    
    
    432
    
    
    
    773Selling, general and administrative
    
    
    5,831
    
    
    
    6,791
    
    
    
    7,681Total equity-based compensation expense
    
    
    6,700
    
    
    
    7,598
    
    
    
    9,364Provision for income taxes
    
    
    2,237
    
    
    
    2,556
    
    
    
    3,137Net equity-based compensation expense
    
    $
    4,463
    
    
    $
    5,042
    
    
    $
    6,227
  Summary of Plans
   # of Shares
    
    
    # of SharesStock Plan
    
    Approved
    
    
    Available2000 Stock Plan (1)
    
    
    2,000
    
    
    
    3182003 Stock Plan (1)
    
    
    3,000
    
    
    
    1,158Employee Stock Purchase Plan (2)
    
    
    1,000
    
    
    
    284Totals
    
    
    6,000
    
    
    
    1,760
 (1)
    
    Exercise prices for ISOs and non-qualified stock options granted under this plan may not be
less than 100 percent of the fair market value for the Companys common stock on the date of
grant.(2)
    
    Effective January 1, 2007, this plan was amended such that employees may purchase shares at
95 percent of the closing price on the day previous to the last day of each six-month offering
period. Beginning January 1, 2007 this plan is no longer considered to be compensatory, as
defined by SFAS No. 123(R).  F-31




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 13. Stockholders Equity (continued)
 Fair Value
   2008
    
    
    2007
    
    
    2006Stock option grants:Risk free interest rate
    
    
    3.61
    %
    
    
    4.53
    %
    
    
    4.70
    %Expected term, in years
    
    
    6.70
    
    
    
    6.25
    
    
    
    6.25Expected volatility
    
    
    36.0
    %
    
    
    32.7
    %
    
    
    32.4
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
   F-32




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 13. Stockholders Equity (continued)
 Stock Option and Restricted Stock Activity
  Number
    
    
    Average
    
    
    Average
    
    
    Aggregateof
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Life
    
    
    ValueOutstanding at December 31, 2007
    
    
    2,172
    
    
    $
    25.71Granted
    
    
    136
    
    
    $
    30.84Exercised
    
    
    (60
    )
    
    $
    21.83Forfeited
    
    
    (35
    )
    
    $
    26.50Outstanding at December 31, 2008
    
    
    2,213
    
    
    $
    26.08
    
    
    
    4.0
    
    
    $
    Exercisable at December 31, 2008
    
    
    1,882
    
    
    $
    25.61
    
    
    
    3.3
    
    
    $
    
    AverageNumber
    
    
    Grantof
    
    
    Date FairShares
    
    
    ValueNonvested at December 31, 2007
    
    
    730
    
    
    $
    28.31Granted
    
    
    414
    
    
    $
    28.63Vested
    
    
    (141
    )
    
    $
    23.19Forfeited
    
    
    (136
    )
    
    $
    30.28Nonvested at December 31, 2008
    
    
    867
    
    
    $
    28.81
   F-33




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 13. Stockholders Equity (continued)
  Earnings Per Share
  2008
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961Denominator:Denominator for basic earnings per share-Weighted-average shares
    
    
    31,447
    
    
    
    34,169
    
    
    
    36,083Dilutive effect of employee stock options
    
    
    279
    
    
    
    550
    
    
    
    559Dilutive effect of restricted stock
    
    
    352
    
    
    
    374
    
    
    
    217Denominator for diluted earnings per share
    
    
    32,078
    
    
    
    35,093
    
    
    
    36,859Earnings per share  basic
    
    $
    1.06
    
    
    $
    1.19
    
    
    $
    1.11Earnings per share  assuming dilution
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08
  2008
    
    
    2007
    
    
    2006Antidilutive Shares
    
    
    1,484
    
    
    
    340
    
    
    
    404
  F-34




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 13. Stockholders Equity (continued)
    F-35




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 14. Accumulated Other Comprehensive Income
  Unrealized
    
    
    UnrealizedCurrency
    
    
    Gain (Loss) on
    
    
    Gain (Loss) onTranslation
    
    
    Available-for-Sale
    
    
    DerivativeAdjustments
    
    
    Securities
    
    
    Instruments
    
    
    TotalBalance at December 31, 2005
    
    $
    1,619
    
    
    $
    480
    
    
    
    
    
    
    $
    2,099Reclassification adjustment
related to marketable securities
in unrealized loss position at
prior period end, net of $321
tax benefit (1)
    
    
    
    
    
    
    547
    
    
    
    
    
    
    
    547Change in fair value of
available-for-sale securities,
net of deferred income tax of
$105
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    178Cumulative translation adjustment
    
    
    2,814
    
    
    
    
    
    
    
    
    
    
    
    2,814Balance at December 31, 2006
    
    $
    4,433
    
    
    $
    1,205
    
    
    
    
    
    
    $
    5,638Reclassification adjustment
related to marketable securities
in unrealized loss position at
prior period end, net of $694
tax benefit (1)
    
    
    
    
    
    
    1,182
    
    
    
    
    
    
    
    1,182Change in fair value of
available-for-sale securities,
net of deferred income tax of
$109
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    186Change in fair value of
derivative financial
instruments, net of deferred
income tax of $46
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    78Cumulative translation adjustment
    
    
    2,357
    
    
    
    
    
    
    
    
    
    
    
    2,357Balance at December 31, 2007
    
    $
    6,790
    
    
    $
    2,573
    
    
    $
    78
    
    
    $
    9,441Reclassification adjustment
related to marketable securities
in unrealized loss position at
prior period end, net of $925
tax provision (1)
    
    
    
    
    
    
    (1,574
    )
    
    
    
    
    
    
    (1,574
    )Change in fair value of
available-for-sale securities,
net of deferred income tax of
$938
    
    
    
    
    
    
    (1,598
    )
    
    
    
    
    
    
    (1,598
    )Reclassification adjustment to
earnings related to derivative
financial instruments at prior
period end, net of deferred
income tax of $46
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    (5,925
    )
    
    
    
    
    
    
    
    
    
    
    (5,925
    )Balance at December 31, 2008
    
    $
    865
    
    
    
    ($599
    )
    
    
    
    
    
    $
    266
 (1)
    
    Determined based on the specific identification method. 15. Commitments, Contingencies, and Other
    F-36




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 15. Commitments, Contingencies, and Other (continued)
    Other
   F-37




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 16. Segments
    For the Year Ended December 31,(In thousands)
    
    2008
    
    
    2007
    
    
    2006Microelectronics
    
    $
    310,141
    
    
    $
    343,307
    
    
    $
    311,383Life sciences
    
    
    28,922
    
    
    
    20,781
    
    
    
    14,530Total
    
    $
    339,063
    
    
    $
    364,088
    
    
    $
    325,913
 17. Geographic Data
  Other
    
    
    
    
    
    
    Europe and(In thousands)
    
    U.S.
    
    
    Taiwan
    
    
    Japan
    
    
    South Korea
    
    
    Pacific Rim
    
    
    Belgium
    
    
    Other
    
    
    TotalDecember 31, 2008Revenues
    
    $
    76,949
    
    
    $
    79,547
    
    
    $
    43,068
    
    
    $
    46,909
    
    
    $
    48,388
    
    
    $
    2,900
    
    
    $
    41,302
    
    
    $
    339,063Long-lived assets
    
    
    185,022
    
    
    
    9,386
    
    
    
    7,644
    
    
    
    3,476
    
    
    
    239
    
    
    
    23,696
    
    
    
    407
    
    
    
    229,870December 31, 2007Revenues
    
    $
    84,938
    
    
    $
    89,162
    
    
    $
    45,961
    
    
    $
    48,995
    
    
    $
    51,249
    
    
    $
    2,929
    
    
    $
    40,854
    
    
    $
    364,088Long-lived assets
    
    
    144,259
    
    
    
    4,436
    
    
    
    1,404
    
    
    
    2,764
    
    
    
    322
    
    
    
    11,175
    
    
    
    458
    
    
    
    164,818December 31, 2006Revenues
    
    $
    103,921
    
    
    $
    67,451
    
    
    $
    46,924
    
    
    $
    36,427
    
    
    $
    37,794
    
    
    $
    518
    
    
    $
    32,878
    
    
    $
    325,913Long-lived assets
    
    
    127,657
    
    
    
    4,436
    
    
    
    1,167
    
    
    
    2,774
    
    
    
    99
    
    
    
    4,929
    
    
    
    362
    
    
    
    141,424
   F-38




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 18. Quarterly Results of Operations (Unaudited)
  QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth2008Revenues
    
    $
    92,797
    
    
    $
    89,487
    
    
    $
    86,684
    
    
    $
    70,095Gross profit
    
    
    46,366
    
    
    
    46,288
    
    
    
    41,426
    
    
    
    32,432
    (d)Operating income
    
    
    15,169
    
    
    
    13,375
    
    
    
    9,954
    
    
    
    1,424Net income
    
    $
    10,385
    
    
    $
    9,679
    (a)
    
    $
    10,063
    (b)
    
    $
    3,200Basic income per common share:Net income per common share
    
    $
    0.32
    
    
    $
    0.31
    
    
    $
    0.32
    
    
    $
    0.10Diluted income per common share:Net income per common share
    
    $
    0.32
    
    
    $
    0.30
    
    
    $
    0.32
    (c)
    
    $
    0.102007Revenues
    
    $
    82,154
    
    
    $
    92,432
    
    
    $
    91,131
    
    
    $
    98,371Gross profit
    
    
    39,274
    
    
    
    45,185
    
    
    
    45,973
    (f)
    
    
    51,176
    (g)Operating income
    
    
    7,476
    
    
    
    11,649
    (e)
    
    
    15,131
    
    
    
    18,246Net income
    
    $
    6,323
    
    
    $
    9,271
    
    
    $
    11,327
    
    
    $
    13,618Basic income per common share:Net income per common share
    
    $
    0.18
    
    
    $
    0.27
    
    
    $
    0.33
    
    
    $
    0.41Diluted income per common share:Net income per common share
    
    $
    0.18
    
    
    $
    0.26
    
    
    $
    0.32
    
    
    $
    0.40
 (a)
    
    Includes a $2.0 million gain from the sale of a marketable security, offset by a $1.8
million impairment charge related to an uncollectible convertible note receivable due from
an early-stage semiconductor materials venture.(b)
    
    Includes a $1.6 million impairment charge related to our strategic investment
portfolio, and $0.7 million representing our after-tax proportionate share of a gain on
sale of assets by one of our equity-method investees.(c)
    
    We reported diluted income per common share of $0.31 in our September 30, 2008 Form
10-Q  the amount has been revised due to the correction of common stock equivalents for
that quarter.(d)
    
    Includes a $3.1 million net benefit associated with the settlement of a dispute with a
distributor ($3.7 million recognized in revenues, with $0.6 million of associated costs
recognized in cost of revenues), and $2.4 million of benefit recognized from a business
interruption claim recovery.(e)
    
    Includes $1.1 million associated with a contingent legal fee arrangement.(f)
    
    Includes $0.7 million of increased customs expense on imported goods from the U.S. to
an overseas affiliate.(g)
    
    Includes $0.4 million of increased customs expense on imported goods from the U.S. to
an overseas affiliate.  F-39




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##### Table of Contents



ATMI, Inc.
 
 Schedule II  Valuation and Qualifying Accounts
Three Years Ended December 31, 2008
 Allowances for Doubtful Accounts and Sales Returns:
 Balance December 31, 2005
    
    $
    695Provision charged to income
    
    
    Doubtful accounts written off (net)
    
    
    (37
    )Other adjustments
    
    
    8Balance December 31, 2006
    
    
    666Provision charged to income
    
    
    Doubtful accounts written off (net)
    
    
    (3
    )Other adjustments
    
    
    7Balance December 31, 2007
    
    
    670Provision charged to income
    
    
    300Doubtful accounts written off (net)
    
    
    (9
    )Other adjustments
    
    
    (3
    )Balance December 31, 2008
    
    $
    958
 Allowance for Excess and Obsolete Inventories:
 Balance December 31, 2005
    
    $
    2,074Provision charged to income
    
    
    1,480Disposals of inventory written off
    
    
    (1,207
    )Other adjustments
    
    
    6Balance December 31, 2006
    
    
    2,353Provision charged to income
    
    
    856Disposals of inventory written off
    
    
    (912
    )Other adjustments
    
    
    20Balance December 31, 2007
    
    
    2,317Provision charged to income
    
    
    1,544Disposals of inventory written off
    
    
    (1,131
    )Other adjustments
    
    
    (361
    )Balance December 31, 2008
    
    $
    2,369
 Future Income Tax Benefits  Valuation Allowance:
 Balance December 31, 2005
    
    $
    591Additions charged to income tax expense
    
    
    3Reductions credited to income tax expense
    
    
    (23
    )Other adjustments
    
    
    (155
    )Balance December 31, 2006
    
    
    416Additions charged to income tax expense
    
    
    20Reductions credited to income tax expense
    
    
    (125
    )Other adjustments
    
    
    (33
    )Balance December 31, 2007
    
    
    278Additions charged to income tax expense
    
    
    52Reductions credited to income tax expense
    
    
    (76
    )Other adjustments
    
    
    192Balance December 31, 2008
    
    $
    446
  F-40




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##### Table of Contents



EXHIBIT INDEX4.02
    
    

Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and
Fleet National Bank, as Rights Agent is filed herewith.10.04
    
    
    Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M
Realty and Advanced Technology Materials, Inc., dated December 23, 1994 is
filed herewith.10.07
    *
    

ATMIs
1995 Stock Plan is filed herewith.10.10
    
    
    Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss
and Advanced Technology Materials, Inc., dated November 24, 2000 is filed
herewith.10.32
    
    
    First Amendment to Agreement of Lease between West Real Estate and
Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated September
23, 2008 is filed herewith.21
    
    

Subsidiaries
of ATMI, Inc. is filed herewith.23
    
    

Consent
of Independent Registered Public Accounting Firm is filed
herewith.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended is filed
herewith.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended is filed
herewith.32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 is furnished herewith.
 *
    
    Indicates a management contract or compensatory plan or arrangement.