UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): March 11, 2014

~~Date of Report (Date of earliest event reported) February 20~~ATMI, ~~2014~~INC.

_____________________

ATMI, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-16239		06-1481060
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification ~~No.~~Number)

7 Commerce Drive, Danbury, Connecticut		06810
(Address of principal executive offices)		(Zip Code)

Registrant'’s telephone number, including area code: (203) 794-1100

~~________________________________________________________________________________~~(Former name or former address, if changed since last report.)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item~~¨ ~~2.01 Completion~~Soliciting ofmaterial ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14a-12 ~~Assets~~under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~February~~Pre-commencement ~~20,~~communications ~~2014,~~pursuant ~~ATMI,~~to ~~Inc.~~Rule 14d-2(~~“ATMI”~~b) ~~and~~under ~~certain of its subsidiaries (together with ATMI,~~ the ~~“Sellers”)~~Exchange ~~consummated~~Act ~~the previously announced transaction to sell the Sellers’ life sciences business~~ (~~the~~17 ~~“Business”)~~CFR ~~to Pall Corporation, a New York corporation~~ 240.14d-2(~~the “Acquiror”~~b) ~~pursuant to the Share and Asset Purchase Agreement (the “Purchase Agreement”~~) ~~by and among the Sellers and the Acquiror dated December 22, 2013.~~

~~Pursuant~~¨ toPre-commencement ~~the~~communications ~~Purchase~~pursuant ~~Agreement, the Sellers sold and transferred~~ to ~~the~~Rule ~~Acquiror~~13e-4(c) ~~all assets primarily related to the Business, including all equity interests held by the Sellers in ATMI BVBA, a company organized~~ under the ~~laws~~Exchange ofAct ~~Belgium,~~(17 inCFR ~~exchange for cash proceeds of $185,000,000~~240.~~00, subject to customary working capital adjustments~~ 13e-4(~~the “Transaction”~~c).)

~~The~~Item foregoing description of the Transaction and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 27.101. toRegulation ~~ATMI’s~~FD ~~Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2013, which is incorporated herein by reference~~Disclosure.

~~Item~~Lender ~~9.01 Financial~~Presentation ~~Statements~~ and ~~Exhibits~~Memorandum.

On March 11, 2014, in connection with obtaining debt financing for the previously announced acquisition of ATMI, Inc. (bthe “Company”) ~~Pro~~by ~~Forma~~Entegris, ~~Financial~~Inc. ~~Information~~(“Entegris”) (such transaction referred to herein as the merger), Entegris made available to potential lenders certain information regarding the business and operations of the Company, including with respect to the merger. Certain portions of that information are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

~~The~~In ~~following~~accordance ~~unaudited~~with ~~pro~~General ~~forma~~Instruction ~~condensed~~B.2 ~~consolidated~~of ~~financial~~Form 8-K, the information ~~required~~in bythis ~~Article~~Item 117.01 ofshall ~~Regulation~~not ~~S-X,~~be ~~promulgated~~deemed ~~pursuant~~“filed” tofor purposes of Section 18 of the Securities ~~and~~ Exchange Act of 1934, isas ~~attached~~amended ~~hereto~~(the as“Exchange ~~Exhibit~~Act”), ~~99.2~~or otherwise subject to ~~this~~the ~~Current~~liabilities ~~Report~~of onthat ~~Form~~section, ~~8-K~~nor ~~and~~shall such information be deemed incorporated ~~herein~~by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference: in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

~~Unaudited~~“Safe ~~Pro~~Harbor” ~~Forma~~Statement ~~Condensed~~under ~~Consolidated~~Private ~~Balance~~Securities ~~Sheet~~Litigation ofReform ~~ATMI~~Act as of ~~September 30, 2013~~1995

~~Unaudited~~This ~~Pro~~current ~~Forma~~report ~~Condensed~~on ~~Consolidated~~Form ~~Statement~~8-K may contain “forward-looking statements” within the meaning of ~~Income~~the federal securities laws, which are subject to risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern the Company’s strategy, plans or intentions. All statements the Company makes relating to the closing of ~~ATMI~~the ~~for~~merger and related transactions described in this current report or to the ~~nine~~Company’s ~~months~~estimated ~~ended~~and ~~September~~projected 30earnings, ~~2013~~margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, the Company, through its senior management, from time to time makes forward-looking public statements concerning its expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, the Company’s actual results may differ materially from those that the Company expected. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based upon many detailed assumptions. While the Company believes that its assumptions are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and, of course, it is impossible for the Company to anticipate all factors that could affect its actual results.

~~Unaudited~~Risks ~~Pro~~and ~~Forma~~factors ~~Condensed~~that ~~Consolidated~~could ~~Statement~~cause ofactual ~~Income~~results ofto ~~ATMI~~differ materially from the Company’s expectations (“cautionary statements”) are set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the ~~nine~~fiscal ~~months~~year ended ~~September~~December 3031, ~~2012~~2013. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements. Any forward-looking statements contained herein speak only as of the date of this communication. The Company assumes no obligation to update any written or oral forward-looking statement made by the Company or on the Company’s behalf as a result of new information, future events or other factors.

~~Unaudited~~Item ~~Pro~~9.01. ~~Forma~~Financial ~~Condensed~~Statements ~~Consolidated~~and ~~Statement of Income of ATMI for the year ended December 31, 2012~~Exhibits.

Unaudited Pro Forma Condensed Consolidated Statement of Operations of ATMI for the year ended December 31, 2011

Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the year ended December 31, 2010

(d) Exhibits.

Exhibit Number		Description
2.1		Share and Asset Purchase Agreement, dated as of December 22, 2013, by and among ATMI, Inc., ATMI Packaging, Inc., Advanced Technology Materials, Inc., ATMI SARL, ATMI Belgium LLC, and Pall Corporation (filed as Exhibit 2.1 to ATMI, Inc.’s Current Report on Form 8-K, filed on December 23, 2013).*
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information.**

99.1		Certain information presented to potential lenders, March 11, 2014.

*Incorporated by reference.

** Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ATMI, Inc.
		(Registrant)
February 21, 2014		/s/ Timothy C. Carlson
(Date)		Timothy C. Carlson Executive Vice President, Chief Financial Officer and Treasurer

	ATMI, INC.

	By:	/s/ Timothy C. Carlson
	Name:	Timothy C. Carlson
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Date: March 11, 2014

EXHIBIT INDEX

Exhibit No.		Description

99.1		Certain information presented to potential lenders, March 11, 2014.

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