- Current report filing (8-K)
December 19 2008 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported):
December
19, 2008
Cabot Microelectronics
Corporation
(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification)
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870
Commons Drive, Aurora, Illinois
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area
code)
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement.
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On
December 19, 2008, Cabot Microelectronics Corporation (the “Company”) announced
it had entered into a definitive agreement to acquire the shares of Epoch
Material Co., Ltd. (“Epoch”), a consolidated subsidiary of Eternal Chemical Co.,
Ltd. (“Eternal”). Under the agreement, Cabot Microelectronics will
acquire the stock of Epoch for a total purchase price of USD$66 million, which
the Company intends to pay in cash from its available cash. The
completion of the transaction is subject to customary closing conditions and
regulatory approvals. Under the share purchase agreement, Cabot
Microelectronics will initially pay for and obtain 90 percent of Epoch’s stock
upon closing, with the remainder to be transferred and paid for eighteen months
later. During this interim period, Eternal will hold a minority
ownership interest in Epoch.
Epoch is
a Taiwan-based company specializing in the development, manufacture and sale of
copper chemical mechanical planarization (“CMP”) slurries and CMP cleaning
solutions to the semiconductor industry, and color filter slurries to the liquid
crystal display (“LCD”) industry.
A copy of
the press release issued by the Company on December 19, 2008, entitled “Cabot
Microelectronics Corporation Announces Agreement to Acquire Epoch Material Co.,
Ltd.”, is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The Company will host a conference call to discuss the
acquisition on December 19, 2008 at 10:00 a.m. Central Time.
This Form
8-K and its attachment contain forward-looking statements that involve risks and
uncertainties concerning Cabot Microelectronics Corporation’s acquisition of
Epoch Material Co., Ltd., our expected financial performance, and our strategic
and operational plans. Actual events or results may differ materially
from those described in this Form 8-K and attachment due to a number of risks
and uncertainties. The potential risks and uncertainties include,
among others, the possibility that the transaction will not close or that the
closing may be delayed; the reaction of customers of Cabot Microelectronics
Corporation and Epoch to the transaction; our ability to successfully integrate
Epoch’s operations and employees; our ability to maintain, develop and grow
Epoch’s business after the closing and to realize the expected benefits of the
acquisition; and general economic and business conditions. In
addition, please refer to our Annual Report on Form 10-K for the fiscal year
ended September 30, 2008, for a list of additional Risk Factors that may affect
our business and operational results and the transaction referred to
herein. Cabot Microelectronics Corporation and Epoch are under no
duty to update of the forward-looking statements after the date of this Form 8-K
to conform to actual results.
Item
9.01
Financial Statements and
Exhibits.
(c)
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Exhibits
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99.1 Press
release, dated December 19, 2008, entitled “Cabot Microelectronics
Corporation Announces Agreement to Acquire Epoch Material Co.,
Ltd.”
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CABOT
MICROELECTRONICS CORPORATION
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Date:
December 19, 2008
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By:
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/s/ WILLIAM S. JOHNSON
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William
S. Johnson
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Vice
President and Chief Financial Officer
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[Principal
Financial Officer]
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INDEX TO
EXHIBITS
Exhibit
Number
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Title
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99.1
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Press
release, dated December 19, 2008, entitled “Cabot Microelectronics
Corporation Announces Agreement to Acquire Epoch Material Co.,
Ltd.”
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