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): ~~June~~July 246, 2022

CMC Materials, Inc. (Exact Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-30205	36-4324765
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

870 North Commons Drive, Aurora, Illinois 60504

~~Aurora,~~ ~~Illinois~~(Address ~~60504~~of principal executive offices) (Zip Code)

(~~Address~~630) of375-6631 (Registrant’s ~~principal~~telephone ~~executive~~number, ~~offices~~including area code)

(Zip Code)

(630) 375-6631

(Registrant’s telephone number, including area code)

Not Applicable

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

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CCMP		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~7.01 Regulation FD Disclosure.~~Note

AsOn ~~previously~~July ~~disclosed~~6, on2022, ~~December~~Entegris, 14Inc., ~~2021~~a Delaware corporation (“Entegris”), completed the acquisition of CMC Materials, Inc., ~~(the~~a ~~“Company”~~Delaware orcorporation (“CMC”), pursuant ~~entered~~to ~~into~~the anterms of the previously announced Agreement and Plan of Merger, dated as of December 14, 2021 (the “Merger Agreement”), ~~with~~by ~~Entegris,~~and ~~Inc.~~among ~~(the~~CMC, “Entegris”), and Yosemite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Entegris (“Merger Sub”),. ~~pursuant~~Pursuant to ~~which, on~~ the ~~terms~~Merger ~~and subject to the conditions set forth therein~~Agreement, Merger Sub ~~will~~ ~~merge~~merged with and into CMC (the “Merger”), with CMC surviving the Merger asand becoming a wholly owned subsidiary of Entegris.

OnAt ~~June~~the 24effective time of the Merger (the “Effective Time”), ~~2022~~subject to the terms and conditions of the Merger Agreement, each share of common stock, par value $0.001 per share, of CMC ~~and~~(the ~~Entegris~~“CMC Common Stock”) issued aand ~~joint~~outstanding ~~press~~immediately ~~release~~prior ~~announcing~~to the ~~receipt~~Effective ofTime ~~all~~(other ~~required~~than ~~regulatory~~(i) ~~clearances~~shares ~~for~~of ~~the~~CMC ~~Merger~~Common Stock owned by CMC, aEntegris ~~copy~~or any of ~~which~~their isrespective subsidiaries immediately before the ~~attached~~ Effective ~~hereto~~Time and (ii) shares of CMC Common Stock as ~~Exhibit~~to 99which dissenters’ rights have been properly perfected) was converted into the right to receive $133.100 in cash (the “Cash Consideration”) and ~~incorporated~~.4506 ~~herein~~of bya ~~reference~~share (the “Exchange Ratio”) of Entegris common stock, plus cash in lieu of any fractional shares (the “Merger Consideration”).

~~The~~Pursuant ~~parties~~to ~~expect~~the Merger Agreement, as of the Effective Time, (i) each outstanding option to ~~close~~purchase shares of CMC Common Stock vested in full and was assumed and converted into an option to purchase shares of Entegris common stock based on the Equity Award Exchange Ratio (as defined below), (ii) each restricted share of CMC Common Stock vested in full and was cancelled and converted into the right to receive the Merger onConsideration (with any accrued but unpaid dividends paid in cash), (iii) each time-based restricted stock unit award that was granted prior to the date of the Merger Agreement and/or ~~about~~to ~~July~~a 6non-employee member of the CMC board of directors vested in full and was cancelled and converted into the right to receive the Merger Consideration (with any accrued but unpaid dividend equivalents paid in cash), ~~2022~~(iv) each other time-based restricted stock unit award not covered by clause (iii) was converted into a restricted stock unit award with respect to shares of Entegris common stock based on the Equity Award Exchange Ratio, ~~subject~~(iv) each deferred stock unit award under CMC’s Directors’ Deferred Compensation Plan vested in full and was cancelled and converted into the right to receive the ~~satisfaction~~Merger orConsideration ~~waiver~~(with any accrued but unpaid dividend equivalents paid in cash), (v) each contingent right to receive the cash value of ~~customary~~a ~~closing~~share ~~conditions~~of ~~described~~CMC Common Stock held by select employees of CMC who primarily provide services in a jurisdiction other than the United States vested in full and was cancelled and converted into the right to receive an amount in cash equal to the value of the Merger Consideration, and (vi) each ~~Agreement~~ performance-based restricted stock unit was assumed and converted into a time-based restricted stock unit award with respect to shares of Entegris common stock based on the Equity Award Exchange Ratio and the achievement of applicable performance metrics at the target level. The “Equity Award Exchange Ratio” means the sum of (i) the Exchange Ratio and (ii) the quotient (rounded to the fourth decimal place) of (i) the Cash Consideration divided by (ii) the volume weighted average price per share of Entegris common stock on the NASDAQ Stock Market LLC (the “NASDAQ”), for the consecutive period of 10 trading days beginning on the 12th trading day immediately preceding the closing date and concluding at the close of trading on the second trading day immediately preceding the closing date.

InEntegris ~~accordance~~acquired ~~with~~all ~~General Instructions B.2~~ of ~~Form 8-K,~~ the ~~information~~issued inand ~~this~~outstanding ~~Item~~common ~~7.01~~shares ~~shall~~of ~~not~~CMC befor ~~deemed~~$133.00 ~~“filed”~~in ~~for~~cash ~~purposes~~and of0.4506 ~~Section~~shares 18 of ~~the~~Entegris ~~Securities Exchange~~common ~~Act~~stock ofper ~~1934~~share, representing asa ~~amended,~~purchase orprice ~~otherwise~~(inclusive ~~subject to the liabilities~~ of ~~that~~debt ~~section,~~retired ~~nor~~and ~~shall~~cash ~~such~~assumed) ~~information be deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~approximately as$5.7 ~~amended~~billion, ~~except~~including as$3.8 ~~shall~~billion bein ~~expressly~~cash ~~set forth~~paid byto ~~specific~~CMC ~~reference~~shareholders, ~~in such a filing~~12.9 ~~The~~million ~~information~~shares ~~set~~of ~~forth~~Entegris ~~herein~~stock, ~~will~~approximately ~~not~~$900 bemillion ~~deemed an admission as to the materiality~~ of ~~any~~debt ~~information~~retired ~~required~~and approximately to$200 bemillion ~~disclosed solely to satisfy the requirements~~ of ~~Regulation~~acquired FDcash.

*Item *1.02 Termination *of a Material Definitive Agreement.

~~Additional~~The ~~Information~~description ~~about~~contained under the ~~Acquisition~~Introductory ~~and~~Note ~~Where~~above tois ~~Find~~hereby Itincorporated by reference in its entirety into this Item 1.02.

~~This~~On ~~communication~~July ~~does~~6, ~~not~~2022, ~~constitute~~in anconnection ~~offer~~with ~~to buy or sell or~~ the ~~solicitation~~consummation of ~~an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Entegris and CMC. In connection with~~ the ~~proposed transaction~~Merger, ~~Entegris filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) that included a proxy statement of~~ CMC ~~and~~repaid ~~that~~all ~~also~~amounts ~~constitutes~~outstanding aunder ~~prospectus of Entegris. Each of Entegris~~ and ~~CMC~~terminated may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or Registration Statement or any other document that ~~Entegris~~certain orCredit ~~CMC may file with the SEC. The Registration Statement was declared effective by the SEC on January 28~~Agreement, ~~2022 and CMC~~ ~~commenced~~ dated ~~mailing~~as of ~~the~~November ~~definitive~~15, ~~proxy~~2018 ~~statement/prospectus~~(as toamended), ~~its~~by ~~stockholders~~and onamong orCMC ~~about January 28~~Materials, ~~2022~~Inc. ~~INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT~~, ~~PROXY~~as ~~STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC~~borrower, ASthe ~~WELL~~lenders ASparty ~~ANY~~thereto ~~AMENDMENTS~~and ORJPMorgan ~~SUPPLEMENTS~~Chase ~~TO THESE DOCUMENTS~~Bank, ~~CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION~~N.A., ~~Investors~~as ~~and~~administrative ~~security~~agent ~~holders will be able to obtain free copies of these documents~~ and ~~other~~collateral ~~documents~~agent ~~containing important information about Entegris and CMC, once such documents are filed with~~ (the ~~SEC~~“Credit ~~through the website maintained by the SEC at http://www~~Agreement”).~~sec.gov.~~ ~~Copies~~Upon termination of the ~~documents filed~~Credit ~~with~~ Agreement, all the ~~SEC~~guarantees ~~by Entegris are available free~~ of ~~charge on Entegris~~CMC’s ~~website~~and atits ~~http://Entegris.com or by contacting Entegris~~subsidiaries’ ~~Investor~~obligations ~~Relations~~under ~~Department by email at irelations@Entegris.com or by phone at +1 978-436-6500. Copies of~~ the ~~documents filed~~Credit ~~with~~Agreement ~~the~~were ~~SEC~~terminated byand ~~CMC~~all ~~will~~liens begranted ~~available~~to ~~free~~secure ~~of charge on~~ CMC’s ~~website~~and atits ~~www.CMCmaterials.com/investors or by contacting CMC~~subsidiaries’s ~~Investor~~obligations ~~Relations~~under ~~Department~~or byin ~~email~~connection atwith ~~investors@CMCmaterials.com~~the byCredit ~~phone~~Agreement ~~at +1 630-499-2600~~were released.

~~Cautionary~~Item ~~Note~~2.01 Completion onof ~~Forward~~Acquisition ~~Looking~~or ~~Statements~~Disposition of Assets.

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The ~~words~~description ~~“believe”~~contained ~~“continue,”~~under ~~“could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or~~ the ~~negative~~Introductory ~~thereof~~Note ~~and~~above ~~similar~~is ~~expressions~~hereby ~~are~~incorporated intended to identify such forward-looking statements. These forward-looking statements, including statements related to anticipated results of operations, business strategies of Entegris, CMC and the combined company, anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on Entegris’ and CMC’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CMC’s and Entegris’ operations or operating results, are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Entegris’ and CMC’s control, and could cause actual results to differ materially from those indicated in such forward-looking statements. These factors and risks include, but are not limited to, (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Entegris’ and CMC’s products and solutions; (ii) the parties’ ability to meet rapid demand shifts; (iii) the parties’ ability to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) Entegris’ and CMC’s ability to protect and enforce intellectual property rights; (v) operational, political and legal risks of Entegris’ and CMC’s international operations; (vi) the increasing complexity of certain manufacturing processes; (vii) raw material shortages, supply and labor constraints and price increases; (viii) changes in government regulations of the countries in which Entegris and CMC operate; (ix) the fluctuation of currency exchange rates; (x) fluctuations in the market price of Entegris’ stock; (xi) the level of, and obligations associated with, Entegris’ and CMC’s indebtedness; (xii) the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; and (xiii) other risk factors and additional information. In addition, risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Entegris’ businesses and the ability to achieve the anticipated synergies and value-creation contemplated by ~~the~~reference ~~proposed~~into ~~transaction;~~this the risk associated with the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; unanticipated difficulties or expenditures relating to the transaction, the outcome of any legal proceedings related to the merger, the response and retention of business partners and employees as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. These risks, as well as other risks related to the proposed transaction, are included in the Registration Statement, as amended, and proxy statement/prospectus that were filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement, as amended, and proxy statement/prospectus are, are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For a more detailed discussion of such risks and other factors, see Entegris’ and CMC’s filings with the Securities and Exchange Commission, including under the heading “Risks Factors” in Item 1A of Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 4, 2022, Entegris’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022, which was filed with the SEC on April 26, 2022, CMC’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, which was filed with the SEC on November 12, 2021 and amended by the Form 10-K/A filed with the SEC on January 19, 2022, CMC’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, which was filed with the SEC on February 3, 2022 and CMC’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which was filed with the SEC on May 5, 2022, and in other periodic filings, available on the SEC website or www.~~entegris~~01.com or www.cmcmaterials.com. Entegris and CMC assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to CMC’s Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on December 16, 2021 and which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The description contained under the Introductory Note, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, on July 6, 2022, CMC notified the NASDAQ that the Merger had closed and requested that the NASDAQ (1) suspend trading of CMC Common Stock, (2) remove CMC Common Stock from listing on the NASDAQ prior to the open of trading on July 6, 2022, and (3) file with the SEC a notification of delisting of CMC Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, CMC Common Stock will no longer be listed on the NASDAQ.

Additionally, Entegris, as successor to CMC, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of CMC Common Stock under Section 12(g) of the Exchange Act and the suspension of CMC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

Item 3.03. Material Modification of Rights of Security Holders.

The description contained under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

In connection with the Merger and at the Effective Time, holders of CMC Common Stock immediately prior to such time ceased to have any rights as stockholders in CMC (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01. Change in Control of Registrant.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Pursuant to the Merger Agreement, at the Effective Time, Merger Sub was merged with and into CMC, with CMC continuing as the surviving corporation and becoming a wholly owned subsidiary of Entegris.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of William P. Noglows, David H. Li, Richard S. Hill, Barbara A. Klein, Paul J. Reilly, Susan M. Whitney, Geoffrey Wild and Anne K. Roby ceased to be members of the board of directors of CMC (the “Board”), and any committee thereof, effective as of the Effective Time.

Immediately following the Effective Time and in accordance with the Merger Agreement and CMC’s Certificate of Incorporation and bylaws, the following directors were appointed to the Board: Bertrand Loy, Gregory B. Graves and Joseph Colella.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, CMC’s certificate of incorporation and bylaws were amended and restated in their entirety. The Third Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws of CMC are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Joint Press Release, dated June 24, 2022.
2.1		Agreement and Plan of Merger, dated as of December 14, 2021, by and among CMC Materials, Inc., Entegris, Inc. and Yosemite Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to CMC’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2021).
3.1		Third Amended and Restated Certificate of Incorporation of CMC Materials, Inc.
3.2		Fifth Amended and Restated Bylaws of CMC Materials, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Commission.

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.

		CMC MATERIALS, INC.
		[Registrant]
Date: July 6, 2022	By:	/s/ Joseph Colella
Date: June 27, 2022	By:	/s/ Jeanette A. Press
		Joseph Colella
		Jeanette A. Press
		Senior Vice President, General Counsel and Secretary
		Chief Financial Officer and Principal Accounting Officer [Principal Financial Officer]

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