UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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~~September 2329, 2008

Memry Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-15971		06-1084424
(Commission File Number)		(IRS Employer Identification No.)


3 Berkshire Boulevard, Bethel, Connecticut		06801
(Address of principal executive offices)		(Zip Code)

(203) 739-1100

(Registrant’s telephone number, including area code)

(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 ( see General Instruction A.2. below):

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

R¨ 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))

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On September 29, 2008, the merger (the “Merger”) of Saes Devices Corp. (“Merger Sub”), a Delaware corporation and an indirect wholly-owned subsidiary of SAES Getters S.p.A., an Italian corporation (“SAES”), with and into Memry Corporation (the “Company”) was completed pursuant to the Agreement and Plan of Merger, dated June 24, 2008, as amended by Amendment No. 1 thereto dated as of August 14, 2008 (as so amended, the “Merger Agreement”), by and among the Company, Merger Sub and SAES. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as an indirect wholly-owned subsidiary of SAES. At the effective time of the Merger, each outstanding share of common stock of the Company (“Common Stock”) was converted into the right to receive $2.53 in cash, without interest.

OnThe ~~June 24,~~foregoing ~~2008,~~description ~~Memry~~of ~~Corporation, a Delaware corporation (“Memry”), SAES Getters S.p.A, an Italian Group (~~the ~~“Parent”)~~Merger and ~~SAES~~the ~~Devices~~Merger ~~Corp,~~Agreement ais ~~Delaware~~not complete ~~corporation~~ and ~~an indirect wholly owned subsidiary of Parent (“Merger Sub”),~~ ~~entered~~is ~~into~~qualified anin ~~Agreement~~its ~~and~~entirety ~~Plan~~by ofreference ~~Merger~~to (the “Merger Agreement”), ~~pursuant~~which was toattached ~~which~~as ~~Merger~~Exhibit ~~Sub~~2.1 ~~will, subject~~ to the ~~terms~~Company’s ~~and~~Current ~~conditions~~Report ofon ~~the~~Form ~~Merger Agreement,~~8-K ~~merge~~filed with the Securities and ~~into~~Exchange ~~Memry,~~Commission ~~with~~(the ~~Memry~~“Commission”) ~~continuing~~on asJune ~~the~~25, ~~surviving~~2008, and ~~corporation~~is ~~and~~incorporated asherein anby ~~indirect wholly owned subsidiary of Parent (the “Merger”)~~reference.

~~Subject~~Item to the terms and conditions of the Merger Agreement, which has been approved by the Boards of Directors of both Memry and Parent, if the Merger is completed, each share of Memry common stock will be converted into the right to receive $23.~~51 in cash~~01. ~~In addition, any outstanding Memry stock options that are not~~Notice ~~then~~of ~~vested~~Delisting ~~and~~or ~~exercisable~~Failure ~~will vest on an accelerated basis immediately prior~~ to ~~the~~Satisfy ~~effective~~a ~~time~~Continued ofListing ~~the~~Rule ~~Merger.~~or ~~At the effective time of the Merger, any~~Standard; ~~vested,~~Transfer ~~exercisable and outstanding Memry stock options will be exchanged for a cash payment for each underlying share equal to the excess, if any,~~ of $2Listing.~~51 over the exercise price per share.~~

~~Memry~~In ~~has made~~connection ~~various~~with ~~representations~~the ~~and~~completion ~~warranties~~of ~~and~~the ~~has~~Merger, ~~agreed~~the toCompany ~~specified~~requested that the ~~covenants~~American inStock Exchange delist the ~~Merger~~Common ~~Agreement~~Stock, ~~including~~effective ~~covenants~~as ~~relating~~of tothe ~~Memry’s~~close ~~conduct~~ of business ~~its~~on ~~business~~September ~~between~~29, ~~the~~2008. ~~date~~In ofaddition, the ~~Merger~~Company ~~Agreement~~will ~~and~~file ~~the~~a ~~closing~~Form 15 ofwith the ~~Merger,~~Commission ~~restrictions~~to onterminate ~~solicitation~~the registration of ~~proposals~~the ~~with~~Common ~~respect~~Stock toand ~~alternative~~suspend ~~transactions,~~the ~~governmental~~Company’s ~~filings~~reporting obligations under Section 13 and ~~approvals,~~15(d) ~~public~~of ~~disclosures~~the ~~and~~Securities ~~other~~Exchange ~~matters~~Act of 1934.

~~The~~Item ~~Merger~~5.01. ~~Agreement contains in Article VI certain termination rights of Parent~~Changes ~~and Memry~~in ~~and~~Control ~~provides that, upon the termination~~ of ~~the Merger Agreement under certain specified circumstances, Memry will be required to pay to Parent a termination fee of $3,500,000 plus expenses not to exceed $1,500,000~~Registrant.

~~The~~As ~~completion~~a result of the Merger, isthe ~~subject~~Company towill ~~specified~~become ~~conditions,~~an ~~including~~indirect wholly-owned ~~regulatory~~subsidiary ~~approvals and adoption~~ of ~~the~~SAES. ~~Merger~~The ~~Agreement~~disclosure byunder ~~Memry~~Item ~~stockholders~~2. ~~The~~01 ~~Merger~~ is ~~not~~incorporated ~~subject~~herein ~~to the Parent obtaining financing~~by reference.

~~The~~Item ~~foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2~~5.~~1 and is incorporated herein by reference~~02. ~~The Merger Agreement has been attached to~~Departure ~~provide~~of ~~investors~~Directors ~~with information regarding its terms. It is not intended to provide any other factual information about Memry~~ or ~~Parent.~~Principal InOfficers; ~~particular, the assertions~~Election embodied in Memry’s representations and warranties contained in the Merger Agreement are qualified by information in the disclosure schedule provided by Memry to Parent in connection with the signing of ~~the~~Directors; ~~Merger Agreement.~~Appointment This disclosure schedule, which is not being filed, contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of ~~allocating risk between Memry and Parent rather than establishing~~ ~~matters~~Principal asOfficers; ~~facts.~~Compensatory ~~Accordingly,~~Agreements ~~you should not rely on the representations and warranties in the Merger Agreement as characterizations~~ of ~~the actual state~~Certain ~~of facts about Memry or the Parent~~Officers.

~~Concurrently~~Pursuant ~~with~~to the ~~execution~~terms of the Merger Agreement, ~~pursuant to~~ the ~~terms~~directors of ~~the~~Merger ~~voting~~Sub immediately ~~agreement~~prior ~~attached~~to asthe anEffective ~~exhibit~~Time toshall be the ~~Merger~~initial ~~Agreement,~~directors ~~certain stockholders~~ of ~~Memry~~the ~~agreed~~Company toand the ~~vote~~initial ~~all~~officers ~~common~~of ~~stock~~the ~~beneficially~~Company ~~owned~~shall bybe ~~them~~Dean inTulumaris, ~~favor~~Marcy Macdonald ofand ~~the~~Richard ~~Merger~~Sowerby.

~~Additional~~Item ~~Information~~5.03. ~~and~~Amendments to ~~Where~~Articles toof ~~Find~~Incorporation Itor Bylaws; Change in Fiscal Year.

~~Memry~~The ~~plans~~certificate toof ~~file~~incorporation aof ~~proxy~~the ~~statement~~Company ~~with~~as ~~the~~in ~~Securities~~effect ~~and~~immediately ~~Exchange Commission~~prior ~~(“SEC”) relating~~ to ~~a solicitation of proxies from its stockholders in~~ ~~connection with~~ the ~~Merger.~~Effective ~~Investors~~Time ~~and~~shall ~~security~~be ~~holders are advised to read~~ the ~~proxy~~certificate ~~statement~~of ~~and~~incorporation ~~such~~of ~~other materials when they become available because they will contain important information about~~ the ~~Merger and Memry~~Company. ~~Investors~~ ~~and security holders will be able to obtain a free copy of the proxy statement~~The ~~and~~bylaws ~~any~~of ~~other~~Merger ~~documents~~Sub ~~filed~~as byin ~~Memry~~effect ~~from~~at the ~~SEC~~Effective ~~web~~Time ~~site~~shall atbe ~~www.sec.gov and~~the ~~from~~bylaws ~~Memry’s website at www.memry.com~~of ~~under~~ the ~~tab “Investors” and then under “SEC filings~~Company.”

Memry and its executive officers and directors may be deemed to be participants in the solicitations of proxies from the stockholders of Memry in favor of the proposed transaction. A list of the names of Memry’s executive officers and directors, and a description of their respective interests in Memry, are set forth in the proxy statement for Memry’s 2007 Annual Meeting of Stockholders, which was filed with the SEC on October 19, 2007, and in any documents subsequently filed by its directors and executive officers under the Securities Exchange Act of 1934, as amended.

Retention Agreements

On June 24, 2008, Memry also entered into Retention Agreements (collectively, “Retention Agreements”) between Memry and each of Dean Tulumaris, Richard Sowerby and Marcy Macdonald. The retention agreements provide for Memry to pay within 10 days after the earlier of (i) closing of the Merger and (ii) 45 days after the termination of such employee without cause prior to the closing of the Merger, a lump sum cash payment, less applicable taxes, equal to the following amounts:

Dean Tulumaris: $130,000

Richard Sowerby: $110,000

Marcy Macdonald: $80,000

The description of the Retention Agreements set forth above is not complete and is qualified in its entirety by reference to the full text of the form of retention agreement between Memry and each of the officers listed above, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Director Indemnification Agreements

On June 24, 2008, Memry entered into indemnification agreements with each of its directors. The indemnification agreements require Memry, with certain exceptions, to indemnify its directors against liabilities that may arise by reason of their status or service as directors. They also require Memry to advance any expenses incurred by the directors as a result of any proceeding against them as to which they could be indemnified.

The description of the indemnification agreements set forth above is not complete and is qualified in its entirety by reference to the full text of the form of Director Indemnification Agreement between Memry and each of its directors, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 5.02(e) Compensatory Arrangements of Certain Officers.

One June 23, 2008, the compensation committee of the Board of Directors of Memry approved a special non-contingent bonus in the amount of $110,000 to be paid to the Chief Executive Officer, Robert Belcher, as recognition for his efforts in connection with the Merger. The bonus is payable on a date selected by Mr. Belcher (but not later than December 31, 2008) regardless of whether the Merger closes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1 - Agreement and Plan of Merger, dated as of June 24, 2008, among SAES Getters S.p.A. SAES Devices Corp., and Memry Corporation*

Exhibit No.		Description

99.1		Press Release issued by Memry Corporation, dated September 29, 2008.

10.1 - Form of Retention Letter Agreement

10.2 - Form of Director Indemnification Agreement

99.1 - Press Release dated June 24, 2008 issued by Memry Corporation

*Excludes schedules, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

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.

	MEMRY CORPORATION
Date: June 25, 2008	By:		/s/ Richard F. Sowerby
Date: September 29, 2008	By:	/s/ Richard F. Sowerby
		Richard F. Sowerby	~~Richard F. Sowerby~~
		Chief Financial Officer and Treasurer	~~Chief Financial Officer and Treasurer~~

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 24, 2008, among SAES Getters S.p.A., SAES Devices Corp, and Memry Corporation
99.1		Press Release issued by Memry Corporation, dated September 29, 2008.
10.1		Form of Retention Letter Agreement
10.2		Form of Director Indemnification Agreement
99.1		Press Release

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