UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2009

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.

Delaware		06-1481060
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
7 Commerce Drive, Danbury, CT		06810
(Address of principal executive offices)		(Zip Code)

203-794-1100

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

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,“and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the common stock held by non-affiliates of the registrant at June 30, 2009, was approximately $481,451,000 based on the closing sale price of such stock on the NASDAQ Global Select Market on that date.

The number of shares outstanding of the registrant’s common stock as of January 31, 2010 was 31,561,277.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our proxy statement for the annual meeting of stockholders to be held on May 26, 2010 (Part III).

 

 

ATMI, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2009

TABLE OF CONTENTS

		Page
Part I
Item 1. Business			1
Item 1A. Risk Factors			15
Item 1B. Unresolved Staff Comments			19
Item 2. Properties			20
Item 3. Legal Proceedings			20
Item 4. Submission of Matters to a Vote of Security Holders			21
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			22
Item 6. Selected Financial Data			24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			39
Item 8. Financial Statements and Supplementary Data			40
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			40
Item 9A. Controls and Procedures			40
Item 9B. Other Information			41
Part III
Item 10. Directors, Executive Officers and Corporate Governance			41
Item 11. Executive Compensation			41
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			41
Item 13. Certain Relationships and Related Transactions, and Director Independence			41
Item 14. Principal Accountant Fees and Services			41
Part IV
Item 15. Exhibits and Financial Statement Schedules			42
Signatures			48
Index to Consolidated Financial Statements and Financial Statement Schedule			F-1
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32

PART I

References in this annual report to “the Company,” “ATMI,” “we,” “us” and “our” refer to ATMI, Inc. and our wholly-owned subsidiaries on a consolidated basis.

Item 1. Business

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Forward-Looking Statements

Disclosures included in this Form 10-K contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipate,” “plan,” “believe,” “seek,” “estimate,” “expect,” “could,” and words of similar meanings and include, without limitation, statements about the expected future business and financial performance of ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer start) growth, and trends in the markets in which the Company participates. Forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below. Actual outcomes and results may differ materially from these expectations and assumptions because of changes in political, economic, business, competitive, market, regulatory, and other factors. ATMI undertakes no obligation to update publicly or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

Our Business

We believe we are among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, healthcare, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies at lower cost. ATMI’s customers include many of the leading semiconductor and flat-panel display manufacturers in the world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology and laboratory markets, which we believe offer significant growth potential. ATMI’s objective is to meet the demands of our microelectronics and life sciences customers with solutions that maximize the efficiency of their manufacturing processes, reduce capital costs, and minimize the time to develop new products and integrate them into their processes.

ATMI’s core competencies include:

•

knowledge of the science and economics of process applications for customer needs in markets served;

•

the ability to use a combinatorial science-based research approach and high-productivity development (“HPD”) capabilities to significantly shorten the new product development life cycle and develop next generation materials necessary as the semiconductor industry moves toward advanced technology generations, such as 22 nanometers;

•

the materials science of packaging, delivery, and deposition of ultra-pure semiconductor materials;

•

the ability to rapidly develop innovative technology and intellectual property that strengthens our competitive position;

•

knowledge of high-purity materials handling and dispensing systems to address life sciences customers’ needs to combine these disposable components and integrate them into disposable systems; and

•

knowledge of scalable disposable containment, mixing and bioreactor systems.

Our customers’ manufacturing processes are increasingly complex, resulting in rapidly changing requirements for materials and materials handling solutions. ATMI has historically capitalized on the growth of the microelectronics and life sciences industries in general through:

•

a strategy of leveraging the combination of our performance materials and materials handling competence to provide greater process efficiency value to our customers;

•

an extensive research and development program that has produced a stream of proprietary and patented products for these markets;

•

a key customer focus, which has included providing applications development in order to offer materials solutions for future generation technologies; and

•

strategic alliances and collaboration efforts that have allowed us to add complementary technologies to our product portfolio more rapidly than through internal development.

ATMI’s operations comprise one operating business segment.

The majority of ATMI’s semiconductor business generally tracks semiconductor wafer starts. Additional financial information about the Company and related geographic information can be found in Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

We believe we have achieved a leadership position in high-performance semiconductor materials, materials packaging, and materials delivery systems for the microelectronics market by focusing on providing solutions to our customers that allow them to make faster, more advanced, and less expensive devices while improving their manufacturing asset productivity and production yields. We also focus on partnering with customers to bring new technologies into high-volume production as quickly and efficiently as possible. ATMI plans to continue to focus on leveraging our core technologies to create new high-growth product lines, including growing our leadership position in advanced interconnect applications, which today is focused on copper. We believe we also have achieved a leadership position in the small but fast growing market for one-time use mixing applications in the life sciences market.

Semiconductor Industry Background

The semiconductor industry has experienced periods of rapid growth, but has also experienced downturns, often in connection with, or in anticipation of, maturing product cycles of both semiconductor companies’ and their customers’ products and declines in general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, and high inventory levels. The most recent downturn in the semiconductor industry began during the second half of 2008, driven by broader macroeconomic deterioration, in particular in the credit and financial markets. As was widely reported starting in late 2008, the disruptions in global credit and financial markets led to diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. In response to these events and the uncertainty they caused, our customers cautiously managed their inventories. In the second half of 2009, the industry began to recover, driven by customers who had reduced their inventory levels in the face of the economic downturn and government sponsored demand generation programs. As this recovery gained momentum our quarterly sequential results improved through 2009. We are unable to predict the likely duration and severity of the current disruptions in the credit and financial markets and adverse global economic conditions and the resultant effect on the semiconductor industry.

Historically, longer-term demand for semiconductor devices has grown as the use of semiconductor devices proliferated in a wide variety of consumer and industrial products, especially in computing, gaming, networking and communications equipment. In periods of growth, demand for semiconductor devices has been fueled by the ability of semiconductor manufacturers to deliver products with:

•

consistently enhanced performance characteristics and functionality;

•

improved reliability;

•

reduced size, weight, power consumption and cost; and

•

shorter product development cycles.

These past advances have been made possible, in part, by innovations in the fabrication processes and in the materials and delivery systems used in manufacturing advanced semiconductor devices. At the same time, semiconductor manufacturers have continually sought to streamline their supplier relationships while the construction and management of fabrication facilities have become more complex and costly. Because of this trend, consolidation among the providers of semiconductor materials and materials delivery systems is expected to continue.

Semiconductor Manufacturing Process

Semiconductor devices are manufactured by repeating a complex series of process steps on a wafer substrate usually made of silicon. The primary process steps include various kinds of materials deposition (physical vapor deposition, chemical vapor deposition, electrochemical deposition, atomic layer deposition, and ion implantation), etch, wafer preparation (chemical mechanical planarization), patterning (photolithography), and cleaning (photoresist stripping), each of which is described in more detail below.

The industry is being revolutionized by the transformation from aluminum wiring to copper wiring in advanced semiconductor chips. Copper wiring requires many new materials to be developed, such as barriers and insulators, planarization materials, pre- and post-deposition cleaners, pre- and post-chemical mechanical planarization (“CMP”) cleaners, and post-etch photoresist and post-strip residue removers. Each new layer of copper generates a need for additional new materials. As the migration to copper continues, many in the industry are predicting that the number of steps required to produce a chip will significantly increase, driving the need for as many as fifty to sixty new materials to be developed in support of this change.

During deposition processes, several layers of conducting, semi-conducting, or insulating thin films are formed on a wafer. Precise and reliable control of the deposition of these films is vital to the ultimate performance of an individual device.

The most mature processes for thin film deposition and modification are physical vapor deposition, also known as “PVD” or sputtering, and ion implantation. In PVD, which is used primarily for the deposition of conducting metal layers, a high-energy beam is directed at a high-purity metal target which in turn causes the displacement of metal atoms that are showered over the wafer, coating it with a thin metallic film. Ion implantation is a gas-based process used principally to modify (or “dope”) semi-conducting layers with a high-energy beam of material that is “implanted” into an existing thin film.

Chemical vapor deposition, or “CVD”, is a process used in the deposition of semiconducting and insulating thin films. In the CVD process, wafers are placed in a sophisticated reaction chamber where specially designed gases or vaporized liquid materials are introduced. Simultaneously, a form of energy, such as heat or plasma, is added to the chamber to cause a chemical reaction among the materials being introduced. As a result of this reaction, a thin film of material is deposited on the surface of the wafer. CVD-based processes have certain advantages over PVD based processes, including:

•

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.

These advantages have led to periods of growth in sales of reactors and related CVD process consumables and equipment. Consumables and related equipment include the raw materials used in the CVD process and the delivery systems required to transport the materials around a semiconductor plant and to a reactor.

Electrochemical deposition, or “ECD”, is growing rapidly as a result of the industry’s desire to use copper as the conducting layer in certain devices. The use of copper allows for smaller circuits, because copper greatly reduces power consumption while increasing integrated circuit (“IC”) speed. Nature favors copper over aluminum wiring because of its higher conductivity and greater resistance to thermally and electrically induced short circuits. In ECD, the wafer is placed in a bath of copper electroplating solution (the electrolyte). A power supply is connected from the wafer substrate to a solid copper anode. When current is applied, the wafer acts as a cathode where copper is reduced from solution and deposited onto the wafer resulting in a thin film of copper on the wafer.

Atomic layer deposition (“ALD”) is a deposition method in which deposition of each atomic layer of material is controlled by a pre-deposited layer of precursor; precursors and various components of the film are introduced alternately; this method is used in deposition of alternative dielectrics.

Etch is a process that selectively erodes away certain thin film materials. It is carried out either “dry” with corrosive gases or “wet” with energized liquids.

CMP is used to prepare a wafer for patterning photolithography. As wafers are processed, thin film thicknesses vary across the surface of the wafer. Because of the fine line widths used in photolithography, wafers need to have more consistent topography. CMP planarizes the processed wafer by polishing the wafer using a mechanical polishing pad and slurry, an abrasive solution containing abrasive particles and liquids and chemicals which selectively erode away the appropriate excess materials. Given the migration to copper, precision surface preparation and cleaning materials become more critical in the fabrication of advanced interconnect devices.

Photolithography is the process whereby patterns are developed on the wafer surface. The process is begun by applying a photosensitive material called “photoresist” or “resist” onto the wafer surface and shining light through a patterned photomask to selectively harden the resist. Photoresist strip is the process of stripping away or otherwise removing excess resist material which allows for the fabrication of the wafer’s circuitry.

Because thin film materials are consumables, the market for these materials, materials packaging, and materials delivery systems generally tracks wafer starts. The thin film materials market is also segmented into a wide variety of material types and forms. For example, many thin film precursors are now sold as pressurized gases, which allows for easy transport around a typical semiconductor manufacturing plant. However, many of these gases are toxic and/or hazardous, leading to the development of safer alternatives, including the use of liquid or solid materials and the adoption of gas handling technologies and delivery systems that minimize the danger of a catastrophic release of toxic gas. In addition, many of the materials used are complex compounds that have stability issues related to the form and environment in which they are made, stored and used. Innovations in material selection, manufacturing, packaging and delivery are required to insure reliable supply of consistently pure materials.

The extraordinarily precise process requirements for making integrated circuits dictate exceptional purity and consistency requirements in the materials used to fabricate semiconductors. Liquids and solids used in making devices require special packaging and dispensing solutions to minimize exposure to air, contamination, and degradation during temperature fluctuations and varying process conditions.

The market for semiconductor thin film materials has expanded and contracted with the growth and contractions of the market for semiconductor devices. The design of new thin film materials, materials packaging, and materials delivery systems to transport these materials around a semiconductor plant undergoes continuous innovation. This innovation has been driven by the demand for expanding semiconductor device capabilities and corresponding decreases in circuit dimensions. While we do expect growth in this segment, our growth may not track wafer starts as our customers continue to focus on improving their own manufacturing processes, which may result in less material used per wafer processed.

Flat-Panel Industry Background

The flat-panel industry has experienced periods of rapid growth, but is also exposed to rapid downturns in anticipation of maturing product cycles, reductions in consumer demand and declines in general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, and high inventory levels. As was widely reported starting in late 2008, the disruptions in global credit and financial markets led to diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. In response to these events and the uncertainty they caused, our customers cautiously managed their inventories. Through the course of 2009, the flat-panel industry began to recover, driven by customers who had reduced their inventory levels in the face of the economic downturn and government sponsored demand generation programs. Given lingering economic uncertainties, we are unable to predict the likely duration of government sponsored demand generation and lower inventory levels.

Flat-panel displays have become the standard for computer monitors, hand-held consumer devices, televisions, and commercial display applications. Similar to semiconductors, the demand for flat-panel displays has been fueled by the ability of manufacturers to deliver products with:

•

consumer affordability through manufacturing and materials cost efficiencies;

•

improved performance and reliability; and

•

shorter product development cycles.

The advances in flat-panel display technology have been made possible because manufacturers have learned to leverage many of the technologies developed for the semiconductor industry as well as improve processes that are unique to the flat-panel display industry, such as slit coating instead of spin coating material onto the substrate to dramatically reduce material usage per substrate processed. In some cases, because of the large volume of materials used in flat-panel manufacturing, rapid advances in liquid materials handling and dispense applications have also contributed to manufacturing efficiencies. Like the semiconductor industry, construction and management of fabrication facilities have become more complex and costly, and flat-panel display manufacturers continue to search for opportunities to bring efficiencies to their process to meet the increasing demand for lower cost consumer products.

Flat-Panel Manufacturing Process

Flat-panel display manufacturing is fundamentally similar to semiconductor manufacturing with a manufacturing cycle that includes photolithography and deposition process steps. The primary difference is the size of the substrate with which the devices are made. Whereas the semiconductor industry has standardized on 12 inch (300mm) silicon wafers as the leading technology, flat-panel display manufacturers work with glass panels as large as ten feet across or more, which can cause unique challenges in product handling. The scale of flat-panel manufacturing also leads to the requirement for larger volumes of materials and, although capital costs are rapidly increasing, materials remain a significant cost of manufacturing. As such, performance materials, materials packaging, and materials delivery solutions that provide manufacturing process efficiencies are in demand. While we do expect growth in this segment, our growth will not track glass starts as our customers are moving to larger package sizes that generate less packaging revenue per liter of material packaged and our customers’ continued focus on improving their own manufacturing processes result in less material used per substrate processed.

Life Sciences Industry Background

For several decades, the pipeline for new drugs was dominated by “small” molecule-based drugs or drugs manufactured from synthetic chemical molecules. In the last few years there has been a shift in the pipeline of the most promising drugs to “large” molecule-based drugs, or drugs manufactured through biotechnology processes. In addition, the pipeline contains fewer blockbuster drugs (i.e., drugs with more than $1 billion of revenues per year) and more niche-market drugs to address patient-specific treatments. This creates the need, from the research and development (“R&D”) and manufacturing perspectives, for more flexible and multi-product R&D and manufacturing sites. As a result of the high manufacturing and R&D costs in this industry, there is intense pressure by manufacturers to improve efficiencies.

This market shift has led to an industry-wide trend towards beginning to use disposable process technology (e.g., films and polymers) in place of traditional stainless steel processes, which will accelerate time to market for new products, reduce capital investments, reduce cleaning and recertification costs, and reduce contamination risk associated with multi-product manufacturing facilities.

Life Sciences Manufacturing Process

Manufacturing in the life sciences markets is similar to semiconductor manufacturing, in that both processes:

•

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 is able to leverage its semiconductor manufacturing expertise in the life sciences arena by: (1) utilizing its expertise in handling, storing, and delivering materials in a reliable manner, and (2) utilizing its understanding of key interactions between materials and related packaging, and life sciences one-time use applications. This is particularly the case, because the disposable market maturity is about 10 years behind the semiconductor market.

ATMI’s Strategy

ATMI’s strategic intent is to be the source of process efficiency solutions to technology-driven customers by providing innovative materials and related delivery systems and technologies to:

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Focus development and application engineering initiatives with the leading manufacturers to provide next generation performance materials and process solutions.

•

Target high-growth, high-margin specialty markets that use ATMI’s core materials and packaging technologies and require products that are consumed in the production process.

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Add value through performance materials packaging, dispensing, and process technologies designed to meet the demands of users for greater levels of purity, productivity, safety, environmental responsiveness, and speed.

•

Significantly shorten new product development time lines and the development of next generation materials through the use of a combinatorial science-based research approach and HPD capabilities.

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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 existing and new markets.

In summary, ATMI’s strategy does not encompass a “traditional” materials supplier-to-customer relationship. In those relationships, suppliers tend to provide materials to customers based solely on the cost, quantity, and quality of the materials being supplied. Instead, ATMI works to develop partnerships with its customers based on ATMI’s ability to improve the process efficiency of customers’ development, scale-up, manufacturing and supply chain processes, thereby reducing customers’ total cost of ownership. ATMI seeks to provide value to its customers through the use of its technical capabilities, and applications knowledge in a manner that changes its commercial relationship with those customers to a value-sharing relationship.

Products

ATMI believes it is among the most innovative suppliers of high-purity materials and related delivery systems and technologies. ATMI has sought to take advantage of the changes in the market for materials, packaging and delivery systems by:

•

developing and commercializing a broad range of “front-end” semiconductor performance materials;

•

developing and commercializing sub-atmospheric pressure gas storage and 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;

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developing manufacturing processes to meet the critical purity and integrity requirements of the microelectronics manufacturers; and

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developing and commercializing single-use life sciences industry technologies using our experience in high-purity materials packaging and dispensing systems.

In meeting the needs of our customers, which include semiconductor device manufacturers, flat-panel display manufacturers, chemical suppliers, semiconductor original equipment manufacturers, or OEMs, and life sciences entities, located throughout the world, and anticipating their future requirements, we seek to:

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utilize our global HPD capabilities incorporating high-productivity combinatorial science-based research 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;

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maintain close relations with our customers in order to quickly understand their needs and issues;

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offer a complete line of performance materials, and related materials packaging, dispensing and process technologies, and disposable containment, mixing, and bioreactor systems;

•

provide a high level of customer service and applications support in all global markets;

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meet customer needs for statistical quality and process control and dock-to-stock programs; and

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meet the industry’s needs for advanced materials required for future generation devices.

Solutions

ATMI serves and provides applications and analytical support services to three primary markets: integrated circuit (“IC”) fabrication (including ion implant and interconnect materials and delivery systems), flat-panel displays (including advanced high-purity materials packaging and dispensing systems), and the life sciences market.

IC Fabrication

The IC fabrication market represents the largest portion of ATMI’s business and development activities. The principal drivers for this market are cost, yield, speed, utilization of capital, and risk reduction. Economics continue to play an important part in driving the deployment of electronic goods with increased functionality at a lower cost dictating electronic component success. Yield and capital utilization are significant drivers for the IC industry due to the implications on throughput and financial return, and the challenge is compounded by the requirement to manufacture devices at increasingly complex advanced technology generations. In an industry where the capital infrastructure is significant and product life cycles are short, the ability to rapidly bring the next generation technology to market can make a significant difference in our customers’ success. ATMI’s ability to shorten deployment of production-ready solutions is critical to our success. And finally, the IC fabrication industry involves extremely complex manufacturing processes where the mechanisms of advanced materials interactions are not always fully understood. ATMI’s ability to characterize and control process input variables helps to meet the need for risk reduction.

Ion Implant Module

The primary issues within the ion implant module are production throughput, cost, and safety because of the hazardous properties of the implant gases used. ATMI’s patented SDS^® solutions use a standard gas cylinder containing an adsorbent material. The cylinder is filled with gas under conditions such that the gas is adsorbed onto the adsorbent material at sub-atmospheric pressure. Sub-atmospheric storage of hazardous gases minimizes potential leaks of gas during transportation and use, thus providing significant safety and environmental improvements over traditional high-pressure cylinders. In addition, SDS products allow more process gas to be stored in the cylinder, providing significantly higher rates of productivity than traditional methods of gas delivery used in ion implantation manufacturing processes. Because ion implantation processes operate at reduced pressures, the gas can be desorbed or released from the SDS gas sources using the ion implanter’s vacuum pumps. SDS gas sources can be installed and operated like conventional high-pressure gas cylinders with minimal maintenance. These advantages have led the majority of significant chip manufacturers to adopt this technology as the industry standard for dopant gas delivery.

ATMI invests significant resources in developing solutions that can increase throughput and which can provide customers a return on their investment while continuing to control the risks associated with hazardous gases for the ion implant module. An example of these developments for ion implant is SDS3. Materials packaged in SDS systems include primarily arsine, phosphine, and boron trifluoride. The third generation of SDS products, called SDS3, maintains all the inherent safety features of previous generation SDS products, but dramatically increases the gas storage capacity by using a new adsorbent. The 2 to 3 times capacity improvement over the previous SDS products allows ion implanter users to reduce tool down time, resulting in significant cost savings for our customers.

Advanced Interconnect Solutions

ATMI has developed several solutions for the advanced interconnect of IC fabrication. Millions of transistors on an integrated circuit are connected with a system of conducting wires in an insulating media. As demand for higher electronic components capabilities and performance grows, the need for more transistors and faster speeds is met through shrinkage. This poses problems for IC designers since smaller devices and features result in delays of signal transfer because fewer electrons can travel down a smaller path, and the potential for signals to short circuit increases with the proximity of these smaller wires. The primary drivers for advanced interconnect are to reduce the resistance of the wires (make them more conductive) and to improve the permittivity of the dielectric (provide them with better insulation).

These issues have been solved through the adoption of copper interconnects replacing aluminum, and the use of low-k dielectrics. (The lower the k-value, the greater the insulation). Any particle or defect can result in a “short” (where the dielectric fails and two adjacent wires connect) or an “open” (where the wire fails to transmit the signal). Almost all of the development work within ATMI’s advanced interconnect capability is focused on one of two areas: 1) Providing materials and technology that prevent particles and defects; and 2) providing materials and technology that help to manage the film properties of the conductor and the insulator. Developments in these areas have enabled the industry to develop advanced interconnects that are reliable and provide high yields quickly.

Surface Preparation. ATMI’s AP-™ and ST-™ brand wafer photoresist strip cleaning materials are proprietary chemistries used for applications such as semiconductor post-etch residue removal, wafer etching, organics removal, negative resist removal, edge bead removal, and corrosion prevention. Our surface preparation solutions are being used in some of the most advanced copper IC fabrication plants (“fabs”) around the world for various surface preparation applications such as post-CMP cleaning and pre-nitride deposition surface treatment. The applications for these products are expanding rapidly as the advanced IC device designs drop to 45 nanometers and below. Customers using ATMI’s surface preparation solutions are able to benefit from higher yield and more reliable interconnects that result from fewer particles and defects.

Copper Plating. ATMI believes it is a market leader in materials used in copper ECD applications with the ViaForm^® copper materials that it offers. ViaForm materials include inorganic and proprietary organic molecules that provide the backbone for copper interconnects. The ViaForm solution enables manufacturers to eliminate processing steps by applying two layers of copper in a single step known as dual damascene. Dual damascene copper processing in semiconductor devices is a rapidly growing market with most major logic segment semiconductor companies in production at 130, 90, and 65 nanometers; in development at 45- and 32-nanometers; and research at 22-nanometers and below. The memory segment is also experiencing growth in copper interconnect, with most memory companies in production at 45-nanometers and in development at 32-nanometers.

Deposition. The advanced interconnects also include several processes for depositing thin films such as CVD and atomic layer deposition (ALD) processes that are enabled by advanced liquid, gaseous and solid precursors. The technology development of chemical synthesis and manufacturing techniques provide ATMI with a competitive advantage in this area. ATMI markets its UltraPur™ materials for pre-metal dielectric, dielectric and barrier applications. ATMI is well-positioned for the incorporation of ALD processes by the semiconductor industry with its ProE-Vap^® ampoule. This proprietary container allows for reliable delivery of low volatility solid precursors required for processes that demand ALD, like high-k gates.

ATMI has successfully adopted the carbon adsorption technology used in SDS and introduced products for semiconductor deposition processes marketed under the SAGE^® brand. These applications include: low-k plasma-enhanced deposition, or “PE-CVD”, processes using low-k materials, pre-metal dielectric high-density plasma, or “HDP-CVD”, and films using phosphine gases and thermal deposition processes using germane gases. ATMI has also introduced a silane product in a VAC^® package used in processes such as HDP-CVD, for improved safety.

Materials Packaging. ATMI’s NOWPak^® liner technologies and container assemblies form the basis for its high-purity liquid materials packaging and dispensing system product portfolio. For applications in IC fabrication, this product line includes the: Bag-in-a-Bottle™ and Bag-in-a-Drum™ container systems, each with its own companion dispense connection system. Each package features a pre-cleaned collapsible inner liner, or “bag”, inside a rugged, high-density polyethylene overpack. The standard liner films are made of polytetrafluoroethylene and other polymers, which allow chemicals to be delivered to the manufacturing process without compromising their inherent purity. The empty inner liner is easily removed for waste consolidation, and the outer shell is recyclable or returnable for insertion of a new replacement liner. The dispensing system promotes full use of the chemical, chemical isolation from environmental contamination, and improved safety during dispense by sealing and isolating the chemical from the environment to further protect the chemical and the operator.

The largest current market for NOWPak packaging products is photoresist and related chemicals used to pattern integrated circuits and flat-panel displays. For integrated circuit patterning, these materials are typically packaged in Bag-in-a-Bottle containers that range in size from 1 to 10 liters. Recently, applications have expanded beyond photolithography chemicals in the semiconductor market to include photolithography ancillary chemicals, CMP slurries, and other critical process chemicals using the recently developed 200 liter Bag-in-a-Drum container system.

Flat-Panel Display Market

The flat-panel display market has the potential for further growth because of the demand for flat screen televisions and various display applications. Manufacturers in this market compete by driving down costs and keeping yields high. To address these needs, ATMI has developed novel high-purity materials packaging and dispensing systems.

ATMI’s NOWPak^® liner technologies and container assemblies also address the needs of the flat-panel display market through the Bag-in-a-Can™ product, which has its own companion dispense connection system, as described above, and uses larger 10 to 200 liter containers. The Bag-in-a-Can features a cleaned collapsible inner liner, or “bag”, inside a rugged stainless steel over pack. The standard liner films are made of proprietary multi-ply films of polyolefin and other polymers, which allow chemicals to be delivered to the manufacturing process without compromising their inherent purity. The empty inner liner is easily removed for waste consolidation, and the outer shell is returned for insertion of a new replacement liner. The dispensing system promotes full use of the chemical. The fundamentally unique advantage of the Bag-in-a-Can for the flat-panel display market is that the drive gas used to transfer the chemical from the supply container to the process tool is isolated from the chemistry, thereby minimizing defects and variation in the manufacturing process.

Life Sciences

ATMI is addressing an increasing number of critical materials handling needs for the life sciences markets. Other markets for the Company’s proprietary high-purity materials handling and dispensing systems include the biotechnology and laboratory markets, which we believe offer significant growth potential. The biotechnology industry has been using disposable components like filters, connectors, and disposable storage bags for several years; however, biotechnology customers have a growing need to combine these disposable components and integrate them into disposable systems. ATMI has responded to this trend by launching a complete offering of scalable disposable containment, mixing and bioreactor systems.

ATMI’s NewMix-Levtech proprietary disposable mixing technology is the market leading technology for disposable mixing applications within the life sciences market. The solutions delivered to our customers consist of a hardware system that is compatible with a one-time use mixing “bag” container; the technology delivers unique particle-free mixing and is scalable to an industrial scale. A typical biotech manufacturing process has over 20 different mixing steps starting from a cell culture process through the final-fill drug solutions. ATMI mixing technology is typically used for preparing buffers and media solutions for feeding the cell culture and chromatography applications, but also other process steps like virus inactivation and final-fill solutions.

Raw Materials

We use a broad range of specialty and commodity chemicals and polymers in the development of our products, including parts and sub-assemblies that are obtained from outside suppliers. We seek, where possible, to have several sources of supply for all of these materials. Although we may, in some instances, rely on a single or a limited number of suppliers, or upon suppliers in a single country, for certain of these materials, we have not experienced any sustained interruption in production or the supply of these materials and do not anticipate any difficulties in obtaining the materials necessary to manufacture our products.

Working Capital

In the ordinary course of our business, we maintain an adequate level of working capital at all times to support business needs. In accordance with our industry’s practices, we do not need to carry significant amounts of inventory to meet the delivery requirements of our customers. We generally do not provide customers with rights of return (with the exception of standard warranty provisions, which historically have not been material) and we generally do not provide customers extended payment terms beyond 90 days.

Customers, Sales, and Marketing

ATMI sells and distributes its products worldwide primarily through a direct global sales and service organization. For a breakdown of revenue by geography, see Note 17 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). Also, for detail regarding revenue by product type, see Note 16 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). ATMI markets and sells its materials products to end-use customers, chemical suppliers, and original equipment manufacturers (“OEMs”) through its direct sales force in North America, Europe, Taiwan, South Korea, Japan, China, and Singapore, with limited use of regional manufacturing representatives in certain parts of Asia and Europe. NOWPak containers are generally sold to chemical suppliers, who sell their high-purity chemicals in NOWPak containers at the request of end-users. ATMI’s life sciences materials handling products are sold directly and through a global distribution agreement to life sciences and certain semiconductor companies, predominately in Europe and to an increasing extent in the United States. ATMI sells its SDS products for ion implant applications directly to certain end-users and through an exclusive distribution agreement with Matheson Tri-Gas, Inc. (“Matheson”). During the years ended December 31, 2009, 2008 and 2007, respectively, ATMI recognized $37.9 million, $83.8 million, and $86.4 million of revenues from Matheson, which represented 14.9 percent, 24.7 percent and 23.7 percent of our revenues for these periods. During the years ended December 31, 2009, 2008 and 2007, respectively, ATMI recognized revenues from a Taiwanese foundry of $36.2 million, $36.6 million and $38.9 million, which represented 14.2 percent, 10.8 percent and 10.7 percent of our revenues for these periods. There are no material seasonal effects on our business. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below.

Manufacturing

This table summarizes the locations, products manufactured and size of ATMI’s various manufacturing facilities as of December 31, 2009.

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

We use an exclusive contract manufacturer, Matheson, for the manufacture and distribution of our SDS products. Under the terms of the manufacturing agreement, ATMI retains the right to manufacture 25 percent of all SDS Products, which we manufacture in our Danbury, CT facility, while the contract manufacturer has the right to manufacture 75 percent of all SDS Products. We also use contract manufacturers for certain of our other materials and delivery equipment products both in the U.S. and in Asia.

Competition

ATMI’s primary competitors in the semiconductor materials product lines include Air Products and Chemicals (Electronics Division), DuPont Electronic Technologies, Dow Chemical Company (including Rohm and Haas), BASF and Air Liquide as well as several smaller companies that specialize in niche markets.

ATMI’s SDS products (using adsorbent-based delivery technology) face competition from some mechanical-based product approaches to delivering gas at sub-atmospheric pressure which currently comprise a small portion of the market. Several companies compete with high-pressure gas cylinders and solid sources. There are numerous domestic and foreign companies that offer products that compete with ATMI’s materials, materials packaging and materials delivery systems.

ATMI believes that its ability to compete in the markets for containers and dispensing systems is dependent largely upon its patented NOWPak technology and its proven ability to enhance and improve its products and technologies. Our NOWPak product line primarily competes with glass bottle manufacturers.

ATMI’s primary competitors in the life sciences product line include Sartorius Stedim Biotech S.A., Thermo Scientific HyClone, Millipore, and Xcellerex.

ATMI competes in established markets based on our ability to innovate and on product performance, process efficiency, safety and price. In new and emerging markets we compete based on our ability to develop innovative products that fulfill new and changing customer needs in an efficient, cost-effective manner. Increased competition has, and may continue to, affect the prices we are able to charge for our products. In addition, our competitors could own or could obtain intellectual property rights which could restrict our ability to market our existing products and/or to innovate and develop new products.

Research and Development

The Company’s R&D expenses consist of personnel and other direct and indirect costs for internally funded project development, including the use of outside service providers. ATMI also participates in joint development efforts with certain semiconductor manufacturers, advanced technology developers, and semiconductor equipment manufacturers. Total expenses for R&D for the years ended December 31, 2009, 2008 and 2007 were $37.2 million, $37.8 million and $29.9 million, respectively. Total research and development expenditures represented 14.6 percent, 11.2 percent, and 8.2 percent of revenues in 2009, 2008 and 2007, respectively.

ATMI has made significant investments to create global HPD capabilities that incorporate high-productivity combinatorial science-based research tools to shorten the new product development life cycle and more rapidly create new materials needed by our customers for their advanced technology roadmaps. While conventional R&D methods allow for one process experiment to be conducted on a single wafer, HPD capabilities enable engineers to evaluate up to 192 different test chemistries on a wafer at once. This technique allows independent control of formulation; stir rate and exposure time at each independent site on a test surface yielding a rich source of data regarding materials choices in a fraction of the time and at lower cost than conventional research methods. Beyond the improvements in speed and data quality during the evaluation period, results are also subjected to both automated and human experience-driven understanding of semiconductor manufacturing process flows. The union of these forces produces much faster learning cycles, and makes it possible to rapidly narrow substantial volumes of data to a most promising subset of chemical formulations. The process is iterative, concurrently assessing large numbers of precisely selected, newly designed test variations.

Since production of the earliest ICs, a readily identifiable group of the same dielectrics, dopants and metals were applied with only limited refinements or modifications. The introduction of copper has changed that dynamic; now, virtually every new technology generations requires no fewer than a dozen new materials. Looking into the future, the industry evolution to 22 nanometer will encompass approximately 45 new materials in a process involving nearly 1,200 steps, dramatically increasing the need to have a tool which enables more rapid feedback for the determination of materials that would be appropriate for individual processes. There is a significant and growing need among our customers to have access to HPD capabilities to enable them to keep pace with these market changes. The fundamental obstacle to overcome in trying to develop optimal chemistries

in this environment is that conducting experiments in the conventional serial fashion will not produce answers rapidly enough to meet technology node insertion deadlines or competitive needs. Our HPD capabilities allow us to pursue more new product opportunities, in a shorter time, and using fewer resources compared to current methods. By performing a higher rate of experiments and identifying promising routes for integrating these materials in actual production flows, and in certain instances, learning about device characteristics, including electrical performance, much earlier in the process than traditional approaches should differentiate ATMI’s materials development capabilities from our competition. We have recently demonstrated reductions in cycle time of up to 70 percent in the development of certain customer solutions. We are currently using our HPD capabilities to solve customers’ materials challenges in applications such as post-CMP cleaning, high-dose implant strip, copper post-etch residue removal, high-k/metal gate cleaning and others — all areas that pose substantial development hurdles for our customers in the race to transition to the next technology node.

While we initially focused ATMI’s HPD programs primarily on wet chemistry applications, in 2009 we added dry chemistry capabilities, which expanded our customer interactions and partnerships to materials, such as high-k metal gate precursors, in advanced memory applications.

Strategic Alliances

ATMI forms strategic alliances, including joint development programs and collaborative marketing efforts, to develop new products and to accelerate the introduction of its products. These programs have led to significant technological advances, including the development of proprietary advanced materials and semiconductor manufacturing processes. ATMI has entered into an exclusive license, manufacture, and distribution agreement with Matheson, whereby ATMI has granted licensing rights for the manufacturing and worldwide distribution of certain SDS products to Matheson. Both ATMI and Matheson manufacture SDS products for worldwide distribution under this exclusive agreement. ATMI has also entered into a strategic alliance with Enthone, Inc. (“Enthone”), a subsidiary of Cookson Electronics, whereby in 2003, ATMI purchased the exclusive worldwide selling and distribution rights to Enthone’s copper ECD products, including its ViaForm products, for a period of ten years, subject to automatic renewal upon satisfaction of certain conditions. Under the terms of the agreement, Enthone continues to manufacture the ViaForm products for ATMI. ATMI holds a minority interest in the equity of Intermolecular, Inc., has purchased HPD tools from Intermolecular, Inc., and has dedicated development resources with multiple key customers using this technology platform. ATMI holds a 30 percent interest in Anji Microelectronics Co., Ltd., with operations in Shanghai, China, with marketing agreements and licensing agreements around advanced semiconductor materials. ATMI also holds a minority interest in the equity of Artelis SA (“Artelis”), a Belgian entity. We have partnered with Artelis in the development of disposables technology for the life sciences markets. Most of ATMI’s other strategic alliances are with leading semiconductor manufacturers or OEMs, each of which has participated with the Company in advanced materials and process development programs. These programs enhance ATMI’s core technology base and promote the introduction of targeted products.

Backlog

Substantial portions of our business are conducted with open-ended supply contracts that do not specify quantities. Also, the SDS gas delivery source product carries no backlog. Therefore, the Company does not believe that backlog as of any particular date is indicative of future results.

Patents and Proprietary Rights

ATMI has made, and continues to make, a significant investment in securing intellectual property protection for its technology and products. ATMI seeks to protect its technology by, among other things, filing patent applications where appropriate. The Company also relies upon trade secrets, unpatented know-how, continuing technological innovation, and licensing opportunities to help develop and maintain its competitive position.

As of December 31, 2009, ATMI owns or controls approximately 376 United States patents and has approximately 193 current United States patent applications pending. Foreign counterparts of certain of these applications have been filed, or may be filed at an appropriate time. ATMI decides on a case-by-case basis whether, and in which countries, it will file counterparts of a United States patent application outside the United States. ATMI’s United States patents expire between approximately 2010 and 2027. ATMI also holds approximately 24 United States registered trademarks.

ATMI requires all employees, outside scientific collaborators, sponsored researchers, and most other advisors and consultants to execute confidentiality agreements upon the commencement of employment or consulting relationships with the Company. These agreements provide that all confidential information developed or made known to the entity or individual during the course of the entity’s or individual’s relationship with ATMI is to be kept confidential and not disclosed to third parties except in specific circumstances. All of ATMI’s employees have entered into agreements providing for the assignment of rights to inventions made by them while employed by the Company.

Environmental Regulation

ATMI uses hazardous materials and generates regulated waste streams as part of its manufacturing, processing and R&D activities. As a result, the Company is subject to a variety of governmental regulations related to the storage, use, transportation, and disposal of these materials. ATMI’s failure to comply with present or future laws could result in fines or other liabilities being imposed on the Company, suspension of production or a cessation of operations. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below.

Employees and Employee Relations

As of December 31, 2009, ATMI employed 693 individuals, including 298 in sales, marketing, and administration, 259 in operations, and 136 in research and development. Approximately 10 percent of the Company’s employees are covered by collective bargaining agreements, which expire in June 2011. All of the employees covered by these agreements are based in Belgium. ATMI has never experienced any work stoppages and considers its relations with its employees to be good.

Company Information

ATMI was incorporated under the laws of Delaware in 1997, and its predecessor company was incorporated under the laws of Delaware in 1987. ATMI’s headquarters is located at 7 Commerce Drive, Danbury, Connecticut 06810, and the telephone number is (203) 794-1100.

ATMI’s website can be found on the Internet at www.atmi.com. The website contains information about the Company and its operations. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (SEC). These reports may be accessed on our website by following the link under Investor and then clicking on Financial information.

Any of our reports filed or furnished with the SEC can also be obtained in print by any stockholder who requests them from our Investor Relations Department:

		Investor Relations
		ATMI, Inc.
		7 Commerce Drive
		Danbury, CT 06810

Item 1A. Risk Factors

Cautionary Statements Regarding Future Results of Operations

You should read the following cautionary statements in conjunction with the factors discussed elsewhere in this and other of our filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. These cautionary statements are intended to highlight certain factors that may affect our financial condition and results of operations and are not meant to be an exhaustive discussion of risks that apply to companies like ATMI with broad international operations. Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and our performance and the performance of our customers. Similarly, the price of our common stock is subject to volatility because of fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control.

The global economic recession and continuing uncertainty in the financial markets could materially and adversely affect our business and results of operations.

Our business may be affected by the ongoing volatility and illiquidity in the financial and credit markets, the general global economic recession, such as inflationary or deflationary pressures and other market or economic challenges experienced by the world economy. There can be no assurance that there will not be further deterioration in credit and financial markets and confidence in economic conditions. These economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The recent tightening of credit in financial markets and the general economic downturn has led consumers and businesses to postpone spending, which has caused our customers to delay orders with us. In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. We are unable to predict the likely duration and severity of these disruptions in the credit and financial markets and adverse global economic conditions, and if the current uncertain economic conditions continue or further deteriorate, our business and results of operations could be materially and adversely affected.

Cyclicality in the markets we sell to may adversely affect our performance.

The semiconductor market has historically been cyclical and subject to significant and often rapid increases or decreases in demand. These changes, along with cyclical changes in the flat-panel display market, could adversely affect our results of operations and could have an adverse effect on the market price of our common stock. Our results of operations have been adversely affected, and may be further affected in the future, if demand for semiconductors, or devices that use semiconductors, or flat panels decreases or grows at a significantly slower pace than has historically occurred. Subsequent upturns in the markets which we serve have historically been characterized by sudden increased product demand and production capacity constraints. We may have difficulty reacting quickly enough to a sudden upturn in demand for our products and may incur significant expediting and manufacturing costs to meet a rapid increase in customer demand.

Our profit margins may be adversely affected by a number of factors.

Our profit margins may be adversely affected in the future by a number of factors, including decreases in our shipment volume, reductions in, or obsolescence of, our inventory and shifts in our product mix. Many of our expenses, particularly those relating to capital equipment and manufacturing overhead, are fixed in the short term. Accordingly, reduced demand for our products and services can cause our fixed production costs to be allocated across reduced production volumes, which can adversely affect our gross margin and profitability, and reduced demand could adversely affect our performance. Our ability to reduce expenses is further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing global customer base.

Our business could be adversely affected if we cannot protect our proprietary technology or if we infringe on the proprietary technology of others.

Our proprietary technology aids our ability to compete effectively with other companies. Although we have been awarded, have filed applications for or have been licensed under numerous patents in the United States and other countries, these patents may not fully protect our technology or competitive position. Further, our competitors may apply for and obtain patents that will restrict our ability to make and sell our products.

Our competitors may intentionally infringe our patents. Third parties may also assert infringement claims against us in the future. Litigation may be necessary to enforce patents issued to us, to protect our trade secrets or know-how, to defend ourselves against claimed infringement of the rights of others or to determine the scope and validity of the proprietary rights of others. The defense and prosecution of patent suits are both costly and time-consuming, even if the outcome is favorable to us. Outside the United States, in particular, such proceedings can be extremely expensive and their outcome very unpredictable. An adverse outcome in the defense of a patent suit could cause us to lose proprietary rights, subject us to significant liabilities to third parties or require us to license rights from third parties or to cease selling our products. Any of these events could have a material adverse effect on our business, operating results and financial condition. We also rely on unpatented proprietary technology that others may independently develop or otherwise obtain access to. Our inability to maintain the proprietary nature of our technologies could negatively affect our revenues and earnings.

The loss of or significant curtailment of purchases by any of our largest customers could adversely affect our results of operations.

While we generate revenue from hundreds of customers worldwide, the loss of or significant curtailment of purchases by one or more of our top customers, including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers or the timing of customer inventory adjustments may adversely affect our results of operations. Our customers and their customers aggressive management of inventory has already adversely affected our results of operations and may continue to adversely affect future results of operations.

Customer driven pricing pressure may adversely affect our average selling prices.

We face aggressive cost-containment pressures from our customers. There can be no assurances that we will be able to maintain current prices in the face of continuing pricing pressures. Over time, the average price for our products may decline as the markets for these products become more competitive. Any material reduction in product prices could negatively affect both revenues and profits.

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.

We believe that our future success will depend, in part, upon our ability to anticipate rapidly changing technologies and market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and to expand through selected acquisitions of technologies or businesses or other strategic alliances. The microelectronics industry markets we serve undergo frequent technological changes, which in turn create demand for new and improved products and process technologies. We may not be able to improve our existing products and process technologies or to develop and market new products and technologies that will be cost-effective or introduced in a timely manner or accepted in the marketplace. We may not be able to leverage our knowledge to make full use of combinatorial science and HPD capabilities into as an effective market offering for our customers. Our failure to develop or introduce enhanced and new products and processes in a timely manner may negatively affect our revenues and earnings, and result in a potential impairment of assets. Management considers, on a continuing basis, potential acquisitions of technologies and businesses and other strategic alliances, some of which may be material to us. However, we cannot be assured that we will identify or succeed in consummating transactions with suitable acquisition candidates or alliance partners in the future.

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.

We have hundreds of suppliers providing various materials that we use in the production of our products and other aspects of our business, and we seek, where possible, to have several sources of supply for all of these materials. However, we may rely on a single or a limited number of suppliers, or upon suppliers in a single country, for certain of these materials. The inability of such suppliers to deliver adequate supplies of production materials or other supplies could disrupt our production process. In addition, production could be disrupted by the unavailability of the resources used in production such as electricity, chemicals, and gases. The unavailability or reduced availability of the materials or resources we use in our business may require us to reduce production of products or may require us to incur additional costs in order to obtain an adequate supply of these materials or resources. The occurrence of any of these events could adversely affect our business and results of operations.

We face intense competition from a variety of sources, including larger companies.

The markets for our products are intensely competitive. A number of domestic and international companies engage in commercial activities in the markets we serve. Many of these companies have substantially greater financial, research and development, manufacturing and marketing resources than we do. In addition, as this industry evolves, other competitors may emerge. To remain competitive, we must continue to invest in and focus upon research and development and product and process innovation. We may not be successful if we cannot compete on: 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.

We have facilities in eight countries worldwide and, in 2009, more than 80 percent of our revenues came from sales to companies outside the United States. Operating internationally exposes us to changes in export controls and other laws or policies, as well as the general political and economic conditions, security risks, health conditions and possible disruptions in transportation networks, of the various countries in which we operate, which could result in an adverse effect on our business operations in such countries and our results of operations.

Our results of operations could be adversely affected by fluctuations in exchanges rates.

Given our current operations and large customer base outside the United States, we employ the use of forward currency exchange contracts to attempt to minimize the potentially adverse earnings effect from exchange rate fluctuations on our net balance sheet exposures. Nevertheless, in periods when the U.S. dollar significantly fluctuates in relation to the non-U.S. currencies in which we transact business, such as the Euro, Japanese Yen, and the South Korean Won, fluctuations can have an adverse effect on our revenues and results of operations.

Our results of operations could be adversely affected by natural events in the locations in which we, our customers or our suppliers operate.

We have manufacturing and other operations in locations subject to natural events such as severe weather and earthquakes that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. A natural disaster that results in a prolonged disruption to our operations, or our customers’ or suppliers’ operations, may adversely affect our results of operations and financial condition.

Incorrect forecasts of customer demand could adversely affect our results of operations.

Our ability to match inventory and production mix with the product mix needed to fill current orders and orders to be delivered may affect our ability to meet our forecasts, especially during the current economic crisis where there is limited visibility to future wafer starts. In addition, when responding to customers’ requests for shorter shipment lead times, we manufacture product based on forecasts of customers’ demands. These forecasts are based on multiple assumptions. If we inaccurately forecast customer demand, or if the industry recovers more quickly than anticipated, we may incur expedited shipping costs to deliver products to meet customer demand or hold excess or obsolete inventory that would reduce our profit margins and could adversely affect our results of operations.

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.

Despite the recent economic downturn and contraction of our business, we have historically experienced periods of growth and intend to grow our business in the future. The management of our growth requires qualified personnel, systems and other resources. Our future success will depend in part on our ability to attract and retain highly skilled scientific, technical, managerial and marketing personnel. Competition for such personnel in the industries that we serve is intense, and our competitors are often larger and more established than we are. We may not be successful in attracting and retaining qualified personnel. In addition, our expansion may also significantly strain operational, management, financial, sales and marketing and other resources. To manage growth effectively, we must continue to enhance and integrate our information technology infrastructure, systems and controls and successfully expand, train and manage our employee base. We may not be able to manage this expansion effectively, including by providing satisfactory levels of customer service and technical support. Inability to manage our growth and to attract and retain skilled personnel could have a material adverse effect on our business, operating results and financial condition.

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.

We seek to grow through strategic acquisitions. In the past several years, we have made certain acquisitions intended to complement and expand our business, and may continue to do so in the future. The success of these transactions will depend on our ability to integrate assets and personnel acquired in these transactions, apply our internal controls processes to these acquired businesses, and cooperate with our strategic partners. We may encounter difficulties in integrating acquisitions with our operations, applying our internal controls processes to these acquisitions, and in managing strategic investments. Furthermore, we may not realize the degree or timing of benefits we anticipate when we first enter into a transaction. Any of the foregoing could adversely affect our business and results of operations.

We face the risk of product liability claims.

The manufacture and sale of our products, which include thin film and other toxic materials, involve the risk of product liability claims. In addition, a failure of one of our products at a customer site could interrupt the business operations of the customer. Our existing insurance coverage limits may not be adequate to protect us from all liabilities that we might incur in connection with the manufacture and sale of our products if a successful product liability claim or series of product liability claims were brought against us.

Our business is potentially subject to substantial liabilities for failure to comply with environmental regulations.

We use, generate and discharge toxic or otherwise hazardous chemicals and wastes in our manufacturing, processing and research and development activities. As a result, we are subject to a variety of governmental regulations related to the storage, use and disposal of these materials. Our failure to comply with present or future laws could result in fines or other liabilities being imposed on us, suspension of production or a cessation of operations.

In addition, under federal and state statutes and regulations, a government agency may seek to recover its response costs and/or require future remedial measures from both operators and owners of property where releases of hazardous substances may have occurred (including releases by prior occupants) or are ongoing, and for which only partial indemnification may be available in some cases.

Our activities may also result in our being subject to additional regulation. Such regulations could require us to acquire significant additional equipment or to incur other substantial expenses to comply with environmental laws. Our failure to control the use of hazardous substances could subject us to substantial financial liabilities.

Our financial results or financial condition could be adversely affected by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, inventories, self-insurance, tax matters and litigation, are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition.

Our results of operations could be adversely affected by changes in taxation.

We have facilities in eight countries and, as a result, are subject to taxation and audit by a number of taxing authorities. Tax rates vary among the jurisdictions in which we operate. Our results of operations could be affected by market opportunities or decisions we make that cause us to increase or decrease operations in one or more countries, or by changes in applicable tax rates or audits by the taxing authorities in countries in which we operate. In addition, we are subject to laws and regulations in various locations that govern the determination of which is the appropriate jurisdiction to decide when and how much profit has been earned and is subject to taxation in that jurisdiction. Changes in these laws and regulations could affect the locations where we are deemed to earn income, which could in turn affect our results of operations. We have deferred tax assets on our balance sheet. Changes in applicable tax laws and regulations could affect our ability to realize those deferred tax assets, which could also affect our results of operations. Each quarter we forecast our tax liability based on our forecast of our performance for the year. If that performance forecast changes, our forecasted tax liability may change.

Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices and our commitment to maintaining high standards with regard thereto. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased selling, general, and administrative expenses and significant management time and attention. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment and, our independent registered public accounting firm’s audit, for fiscal 2009 have necessitated, and we expect such efforts to continue to necessitate, the commitment of significant financial and managerial resources.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

This table summarizes the location and size of ATMI’s significant real properties as of December 31, 2009:

Location		Square Footage				Lease / Own
Anseong, South Korea			13,000			Own
Anseong, South Korea			10,000			Lease
Bloomington, MN			68,000			Lease
Burnet, TX			77,000			Own
Chutung Town, Taiwan			18,000			Lease
Danbury, CT (1)			31,000			Lease
Danbury, CT			73,000			Lease
Hoegaarden, Belgium			74,000			Own
Hsin-chu, Taiwan			30,000			Lease
Lexington, KY			8,000			Lease
Round Rock, TX			15,000			Lease
Shanghai, China			7,000			Lease
Suwon-si, South Korea			7,000			Lease
Tempe, AZ			11,000			Lease
Tokyo, Japan			6,000			Lease
Toyohashi, Japan			8,000			Lease

ATMI also leases various sales offices throughout the world, each one of which occupies 5,000 or fewer square feet.

Our fixed assets as of December 31, 2009 include the manufacturing facilities and non-manufacturing facilities such as sales and administrative offices, including leasehold improvements made to those facilities under non-cancelable leases, set forth in the table above and a substantial quantity of machinery and equipment. The facilities, leasehold improvements, machinery and equipment in use as of December 31, 2009 are in good operating condition, are well-maintained and substantially all are in regular use.

We believe that the fixed assets capitalized and facilities in operation at December 31, 2009 for the production of our products are suitable and adequate for the business conducted therein in the current business environment and have sufficient production capacity for their present intended purposes. Utilization of our facilities varies based on demand for our products. We continuously review our anticipated requirements for facilities and, based on that review, may from time to time adjust our facility needs.

Item 3. Legal Proceedings

ATMI is, from time to time, subject to legal actions, governmental audits, and proceedings relating to various matters incidental to its business including contract disputes, intellectual property disputes, product liability claims, employment matters, export and trade matters, and environmental claims. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after reviewing such matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any liability which may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to security holders for a vote during the quarter ended December 31, 2009.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following graph compares the cumulative total stockholder return on the Company’s common stock with the return on the Total Return Index for the NASDAQ Global Select Market (NASDAQ US Index) and the NASDAQ Electronic Components Stock Index. The measurement assumes a $100 investment as of December 31, 2004 with all dividends, if any, reinvested. The data presented are on an annual basis for the five years ended December 31, 2009. The performance shown is not necessarily indicative of future performance.

		Relative Stock Performance
						NASDAQ
						Electronic
		NASDAQ				Components
Date		US Index				Stock Index				ATMI
12/31/04			100.000				100.000				100.000
12/30/05			102.135				99.080				124.146
12/29/06			112.187				108.922				135.508
12/31/07			121.681				122.118				143.142
12/31/08			58.639				65.870				68.486
12/31/09			84.282				102.927				82.645

The cumulative total stockholder return graph and related data provided in Part II Item 5 of this Form 10-K is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The common stock of ATMI has traded on the NASDAQ Global Select Market under the symbol ATMI since October 13, 1997, and the common stock of our predecessor company traded under that symbol from 1993 until October 12, 1997. This table sets forth, for the periods indicated, the high and low sales price for the common stock as reported on the NASDAQ Global Select Market:

		High				Low
Fiscal year ended December 31, 2009
1st Quarter		$	16.75			$	11.80
2nd Quarter			18.65				13.72
3rd Quarter			19.77				14.99
4th Quarter			19.41				14.47
Fiscal year ended December 31, 2008
1st Quarter		$	32.53			$	25.40
2ndQuarter			31.11				27.00
3rd Quarter			28.18				15.02
4th Quarter			17.81				8.70

As of January 29, 2010, there were approximately 159 holders of record of the common stock.

We have never paid cash dividends on our common stock and have no current plans to do so. There are no contractual restrictions in place that currently materially limit, or are likely in the future to materially limit, us from paying dividends on our common stock, but applicable state law may limit the payment of dividends. Our present policy is to retain earnings, if any, to provide funds for the operation and expansion of our business.

Effective July 6, 2009, Continental Stock Transfer & Trust Company replaced Computershare Trust Company, N.A. as ATMI’s stock transfer agent.

Purchases of Equity Securities — There were no share repurchases during the three months ended December 31, 2009 of any of our securities registered under Section 12 of the Exchange Act, by or on behalf of us, or any affiliated purchaser. We withheld 1,613 shares through net share settlements during the three months ended December 31, 2009 upon the vesting of restricted stock awards to cover minimum tax withholding obligations.

Item 6. Selected Financial Data

These selected consolidated statements of operations for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 and the consolidated balance sheet data as of such dates are derived from ATMI’s audited consolidated financial statements. The data below should be read in conjunction with the consolidated financial statements and notes thereto and other financial information included elsewhere in this Form 10-K (in thousands, except per share data).

		2009				2008				2007				2006				2005
Consolidated Statements of Operations:
Revenues		$	254,704			$	339,063			$	364,088			$	325,913			$	281,754
Cost of revenues			152,520	(1)			172,551	(5)			182,480	(9)			162,530	(11)			140,251
Gross profit			102,184				166,512	(6)			181,608				163,383				141,503
Operating expenses:
Research and development			37,162	(2)			37,809				29,879				26,217				22,284
Selling, general, and administrative			76,359	(3)			88,781				99,227	(10)			90,149				78,810
Total operating expenses			113,521				126,590				129,106				116,366				101,094
Operating income (loss)			(11,337	)			39,922				52,502				47,017				40,409
Interest income			1,196				3,126				7,689				8,353				7,269
Other income (expense), net			(3,515	)(4)			(2,902	)(7)			(788	)			486				(2,294	)
Income (loss) before income taxes			(13,656	)			40,146				59,403				55,856				45,384
Provision (benefit) for income taxes			(6,996	)			6,819	(8)			18,864				15,895	(12)			14,662
Net income (loss)		$	(6,660	)		$	33,327			$	40,539			$	39,961			$	30,722
Earnings (loss) per share — assuming dilution		$	(0.21	)		$	1.04			$	1.16			$	1.08			$	0.85
Weighted-average shares outstanding — diluted			31,398				32,078				35,093				36,859				36,276
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities (13)		$	107,978			$	96,020			$	193,697			$	219,066			$	256,137
Working capital			203,904				190,095				280,221				281,362				274,323
Total assets			459,576				453,064				492,241				488,037				499,836
Long-term obligations			18,403				16,303				10,656				1,669				3,460
Total stockholders’ equity			411,490				408,897				434,383				435,496				452,720

The Company has never declared any cash dividends.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and the related notes thereto appearing in Item 8 of this Form 10-K.

Company Overview

We believe we are among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets both semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, healthcare, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies at lower cost. ATMI’s customers include many of the leading semiconductor and flat-panel display manufacturers in the world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology and laboratory markets, which we believe offer significant growth potential. ATMI’s objective is to meet the demands of our microelectronics and life sciences customers with solutions that maximize the efficiency of their manufacturing processes, reduce capital costs, and minimize the time to develop new products and integrate them into their processes.

Use of Estimates

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the consolidated financial statements in Item 8 of this Form 10-K describes the significant accounting policies used in preparation of the consolidated financial statements. Management believes the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. The most significant areas involving management judgments and estimates are described below. Actual results in these areas could differ from management’s estimates. These policies are determined by management and have been reviewed by ATMI’s Audit Committee.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenues from product sales are generally recognized upon delivery to a common carrier when terms are equivalent to free-on-board (“FOB”) origin and upon receipt by a customer when terms are equivalent to FOB destination. In instances where final acceptance of equipment is specified by the purchase agreement, revenue is deferred until all acceptance criteria have been satisfied. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. We accrue for sales returns, warranty costs, and other allowances based on a current evaluation of our experience based on stated terms of the transactions. Should actual product failure rates or customer return experience differ from our estimates, revisions to the estimated accruals would be required.

We use an exclusive contract manufacturer, which is also an exclusive distribution partner, for the manufacture and distribution of our SDS products (the “Licensed Products”). Under the terms of the manufacturing agreement, ATMI retains the right to manufacture 25 percent of all Licensed Products, while the contract manufacturer has the right to manufacture 75 percent of all Licensed Products. Upon completion of manufacture, ATMI purchases all Licensed Products produced by the contract manufacturer. Under the terms of the distribution agreement, we receive payment from the distributor based upon a formula which is dependent on the sale price obtained by the distributor to its customer. ATMI recognizes revenue from the sale of Licensed Products to this distribution partner when the distributor sells the Licensed Products to its customers, because that is when the sales price becomes fixed and determinable by the Company.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is established to represent our best estimate of the net realizable value of the outstanding accounts receivable balances. We estimate our allowance for doubtful accounts based on past due amounts and historical write-off experience, as well as trends and factors surrounding the credit risk of the markets we operate in and the financial viability of specific customers. In an effort to identify adverse trends, we assess the financial health of the markets we operate in and perform periodic credit evaluations of our customers and ongoing reviews of account balances and agings of receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are charged directly against the allowance for doubtful accounts and occur only after all collection efforts have been exhausted. Actual write-offs and adjustments could differ from the allowance estimates because of unanticipated changes in the business environment as well as factors and risks surrounding specific customers.

During the first quarter of 2009, we increased our reserve by $1.5 million due to exposures related to customer bankruptcy filings and uncertainties of collections due to the current general macroeconomic conditions. Through the course of 2009, we recovered $0.1 million of this amount.

As of December 31, 2009 and 2008 we had $2.3 million and $1.0 million, respectively, of allowance for doubtful accounts reserves recorded. Although management believes these reserves are adequate, any abrupt adverse changes in market conditions may require us to record additional reserves.

Inventory Valuation Reserves

Inventory valuation reserves are established in order to report inventories at the lower of cost or market value on our consolidated balance sheets. The determination of inventory valuation reserves requires management to make estimates and judgments on the future salability of inventories. Valuation reserves for excess, obsolete, and slow-moving inventory are estimated by comparing the inventory levels of individual parts to both future sales forecasts or production requirements and historical usage rates in order to identify inventory where the resale value or replacement value is less than inventory cost. Other factors that management considers in determining these reserves include whether individual inventory parts or chemicals meet current specifications and cannot be substituted for or reworked into a part currently being sold or used as a service part, overall market conditions, and other inventory management initiatives.

As of December 31, 2009 and 2008, we had $2.6 million and $2.4 million, respectively, of inventory valuation reserves recorded. Although management believes these reserves are adequate, any abrupt adverse changes in market conditions may require us to record additional inventory valuation reserves.

Non-marketable Equity Securities

We selectively invest in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support an ATMI product or initiative. At December 31, 2009, the carrying value of our portfolio of strategic investments in non-marketable equity securities totaled $22.1 million ($22.4 million at December 31, 2008). Non-marketable equity securities are included in the consolidated balance sheets under the caption “Other non-current assets.”

Investments in non-marketable equity securities are inherently risky, and some of these companies are likely to fail. Their success (or lack thereof) is dependent on product development, market acceptance, operational efficiency, attracting and retaining talented professionals, and other key business success factors. In addition, depending on their future prospects, they may not be able to raise additional funds when needed or they may receive lower valuations, with less favorable investment terms than in previous financings, and the investments would likely become impaired.

We review our investments quarterly for indicators of impairment; however, for non-marketable equity securities, the impairment analysis may require significant judgment to identify events or circumstances that would likely have a significant adverse effect on the fair value of the investment. The indicators that we use to identify those events or circumstances include (a) the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects, (b) the technological feasibility of the investee’s products and technologies, (c) the general market conditions in the investee’s industry or geographic area, including adverse regulatory or economic changes, (d) factors related to the investee’s ability to remain in business, such as the investee’s liquidity, and the rate at which the investee is using its cash, and (e) the investee’s receipt of additional funding at a lower valuation.

Investments identified as having an indicator of impairment are subject to further analysis to determine if the investment is other-than-temporarily impaired, in which case we write the investment down to its fair value, using the framework required by Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures.” When an investee is not considered viable from a financial or technological point of view, we write down the entire investment since we consider the estimated fair market value to be nominal. If an investee obtains additional funding at a valuation lower than our carrying amount or requires a new round of equity funding to stay in operation and the new funding does not appear imminent, we presume that the investment is other-than-temporarily impaired, unless specific facts and circumstances indicate otherwise. We recognized no impairments in our portfolio of non-marketable equity securities in 2009 ($1.6 million in 2008 and none in 2007).

Income Taxes

The future tax benefit arising from net deductible temporary differences and net operating loss and tax credit carryforwards is $3.8 million at December 31, 2009 and $3.1 million at December 31, 2008. We believe that our earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of tax carryforwards or the projected operating results indicate that realization is not likely, a valuation allowance is provided.

In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made or when tax law changes are enacted. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. With the January 1, 2009 adoption of revised business combinations rules, changes in deferred tax asset valuation allowances recorded in a business combination and income tax uncertainties after the acquisition date generally will affect income tax expense.

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. For a discussion of current tax matters, see Note 11 to the consolidated financial statements in Item 8 of this Form 10-K.

Depreciable Lives of Property, Plant and Equipment

ATMI’s net property, plant and equipment at December 31, 2009 and 2008 was $124.6 million and $136.4 million, respectively, representing 27.1 percent and 30.1 percent, respectively, of the Company’s consolidated total assets.

Depreciation expense for the years ended December 31, 2009, 2008 and 2007 was $22.3 million, $20.1 million and $18.6 million, respectively. Management judgment is required in the determination of the estimated depreciable lives that are used to calculate annual depreciation expense and accumulated depreciation.

Property, plant and equipment are recorded at cost and depreciated over the assets’ useful lives on a straight-line basis for financial reporting purposes. The estimated useful life represents the projected period of time that the asset will be productively employed by the Company and is determined by management based on many factors, including historical experience with similar assets and technological life cycles. Circumstances and events relating to these assets are monitored to ensure that changes in asset lives or impairments are identified and prospective depreciation expense or impairment expense is adjusted accordingly. The depreciation periods used are: buildings, 15 to 35 years; machinery and equipment, 5 to 10 years; computer equipment and software, 3 to 7 years; cylinders and canisters, 7 to 10 years; furniture and fixtures, 5 years; and leasehold improvements, over the lesser of the lease term or estimated useful life. We use accelerated depreciation methods for tax purposes where appropriate.

Equity-Based Compensation

The Company uses the Black-Scholes-Merton options-pricing model to determine the fair value of stock options under ASC 718 “Compensation — Stock Compensation.” Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected term). For awards granted subsequent to January 1, 2006, expected volatility is based on the historical volatility of ATMI common stock for a period shorter than the expected term of the options. We have excluded the historical volatility prior to the public announcement regarding the sale of our non-core businesses in 2004, because those businesses that were sold represented a significant portion of ATMI’s consolidated business and were subject to considerable cyclicality associated with the semiconductor equipment industry, which drove increased volatility in ATMI’s stock price. The expected term of options granted represents the period of time that options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected term. We recognize expense only for those awards expected to vest. If factors change and result in different assumptions in the application of ASC 718 in future periods, the stock option expense that the Company records for future grants may differ significantly from what the Company has recorded in the current period.

Equity-based compensation expense is generally recognized on a straight-line basis over the estimated service period of the awards.

Fair Value Measurements

All of our financial assets and liabilities are measured at fair value based upon Level 1 or Level 2 inputs, as defined under ASC 820, with the exception of one auction rate security, which has been measured using Level 3 inputs, because the security is illiquid. For Level 1 measurements, we use quoted prices in active markets for identical assets and liabilities. For Level 2 measurements, we use observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. For Level 3 measurements, we use unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The calculation of fair value for our auction rate security requires critical judgments and estimates by management including assumptions about the anticipated term and the yield that a market participant would require to purchase such a security in the current market environment. As of December 31, 2009 we have recorded a temporary impairment charge of $2.1 million, net of tax, within the caption “accumulated other comprehensive income” on the consolidated balance sheets based upon an independent third-party valuation we received for this auction-rate security. In 2009, we have also recorded a credit loss of $0.3 million in our consolidated statement of operations. While we believe the valuation methodologies are appropriate, the use of valuation methodologies is highly judgmental and changes in methodologies or market conditions for this security can have a material impact on the values of the related assets, our financial position, and overall liquidity.

Goodwill and Other Intangible Assets

The assets and liabilities of acquired businesses are recorded under the purchase method of accounting at their estimated fair values at the dates of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment, which primarily incorporate management assumptions about expected future cash flows and contemplate other valuation techniques. Future cash flows can be affected by changes in the global economy and local economies, changes in the microelectronics and biopharmaceutical industries, changes in technology, and the execution of management’s plans. We concluded that goodwill was not impaired during 2009. A 10% decline in our projected reporting unit cash flows would not impact the conclusion we reached in 2009. Although no goodwill impairment has been recorded to date, there can be no assurances that future goodwill impairments will not occur.

Other Long-Lived Amortizable Assets

We evaluate the potential impairment of other long-lived assets when appropriate. If the carrying value of assets exceeds the sum of the undiscounted expected future cash flows, the carrying value of the asset is written down to fair value.

Recent Accounting Pronouncements

See Note 1 to the consolidated financial statements in Item 8 of this Form 10-K for information concerning recently issued accounting pronouncements.

Related Party Transactions

The Company’s related parties are primarily unconsolidated equity affiliates. The Company did not engage in any material transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties.

Results of Operations

This table shows the effect of compensation cost arising from equity-based payment arrangements on the consolidated statements of operations (in thousands):

		December 31,
		2009				2008				2007
Cost of revenues		$	315			$	339			$	375
Research and development			523				530				432
Selling, general, and administrative			4,902				5,831				6,791
Total equity-based compensation expense			5,740				6,700				7,598
Less: Provision for income taxes			1,912				2,237				2,556
Net equity-based compensation expense		$	3,828			$	4,463			$	5,042

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Overview

During the year ended December 31, 2009, ATMI’s revenues declined by 24.9 percent compared to the year ended December 31, 2008, primarily due to the severe global economic downturn causing reductions in wafer starts and lower fab utilization rates, which was magnified by excess inventory in the SDS distribution channel, as well as our customers’ aggressive management of their inventories. Our gross margin declined by 900 basis points to 40.1 percent in 2009 compared to 49.1 percent in 2008, primarily because of sales volume reductions as a result of the global recession and by unfavorable product mix caused by excess inventory in the SDS distribution channel. Research and development expenses (“R&D”) declined 1.7 percent to $37.2 million in 2009 from $37.8 million in 2008. The decrease was driven primarily by reduced employee and discretionary spending partially offset by asset impairments taken in the first half of 2009. Selling, general and administrative expenses (“SG&A”) decreased by 14.0 percent in 2009 from 2008. The decrease is primarily the result of reduced employee expenses, controlled travel and entertainment, and other discretionary spending controls. Driven by the decline in sales, SG&A, as a percent of revenues, increased to 30.0 percent in 2009 compared to 26.2 percent in 2008. Operating income decreased 128.4 percent in 2009 to a loss of $11.3 million, primarily due to the decline in revenues and inclusive of non-recurring expense items. Our effective tax benefit rate was 51.2 percent in 2009, compared to an effective tax rate of 17.0 percent in 2008. As a result of the global recession and the charges discussed above, we incurred a net loss of $6.7 million ($0.21 per diluted share) in 2009 compared to net income of $33.3 million ($1.04 per diluted share) in 2008.

During 2009, we recognized $7.3 million ($3.1 million in cost of revenues, $1.6 million in research and development, and $2.6 million in selling, general and administrative) of impairment charges for long-lived assets that are being held and used, but were deemed either redundant or idled due to uncertainties of future demand, a $2.4 million impairment charge for an auction-rate security, $1.4 million of bad debt expense, and $2.1 million for excess and obsolete inventory expense. In response to the economic circumstances, we implemented targeted cost-reduction actions to better align the Company’s activities with expectations for customer demand for our products and to preserve cash, without hindering our commitment to make investments that we expect to drive future growth. These actions resulted in lower spending in 2009 compared to 2008 in the following areas: salaries and incentives ($12.8 million); travel and entertainment ($4.4 million), and recruiting and relocation ($0.9 million). We also amended an alliance agreement in order to better align the timing of certain support activities related to our HPD capabilities to the expected timing of our customer integration activities. The amendment reduced the amount we were contractually committed to pay for these support activities in 2009 and confirms commitments to pay for these incremental activities in 2010. We plan to continue to actively invest in our HPD capabilities in the foreseeable future, because we believe this investment will drive significant new revenue opportunities in advanced materials and will be a competitive advantage for ATMI. In 2010, we are planning for an $8 million to $10 million increase in R&D spending, inclusive of the $3.0 million we deferred previously from 2009 to 2010.

This is a summary of selected consolidated earnings information (in thousands of dollars):

		December 31,
		2009				2008				% Change
Revenues		$	254,704			$	339,063				(24.9	%)
Cost of revenues			152,520				172,551				(11.6	%)
Gross profit			102,184				166,512				(38.6	%)
Gross margin			40.1	%			49.1	%			(9.0	%)
Research and development			37,162				37,809				(1.7	%)
R&D as a percent of revenues			14.6	%			11.2	%			3.4	%
Selling, general, and administrative			76,359				88,781				(14.0	%)
SG&A as a percent of revenues			30.0	%			26.2	%			3.8	%
Operating income (loss)			(11,337	)			39,922				(128.4	%)
Operating margin			(4.5	%)			11.8	%			(16.3	%)
Effective tax rate			(51.2	%)			17.0	%			(68.2	%)
Net income (loss)		$	(6,660	)		$	33,327				(120.0	%)
Diluted earnings per share		$	(0.21	)		$	1.04				(120.2	%)

Revenues. Revenues decreased 24.9 percent to $254.7 million in 2009 from $339.1 million in 2008. The decline in revenues in 2009 compared to 2008 occurred in both our microelectronics and life sciences product lines and was primarily the result of the global economic downturn, magnified by excess inventory in the SDS distribution channel. Revenues in our microelectronics product lines declined 25.6 percent to $230.7 million in 2009 from $310.1 million in 2008. The primary driver of the decline in microelectronics revenues was excess inventory in the SDS channel which was driven by our customers’ aggressive management of their inventories. Consumer electronics spending, the primary driver of wafer starts and fab utilization rates was flat in 2009 compared to 2008 with declines in the first half of 2009 and signs of improvement in the second half of the year. Reductions in average selling prices accounted for approximately 2 percent of the decline in microelectronics revenues in 2009. Revenues in our life sciences product lines decreased 17.0 percent in 2009 to $24.0 million compared to $28.9 million 2008. The decline in life sciences revenues is primarily attributable to global macroeconomic conditions, customer reductions in capital spending and aggressive management of inventories by biopharmaceutical companies as a result of economic uncertainties. Reductions in average selling prices accounted for approximately 1 percent of the decline in life sciences revenues in 2009. The effect of foreign currency was not significant in 2009 as declines associated with the US dollar weakness against the Japanese Yen were partially offset by strengthening in the Euro.

Gross Profit. Gross profit decreased 38.6 percent to $102.2 million in 2009 from $166.5 million in 2008. Gross profit in our microelectronics product lines decreased 38.7 percent to $95.1 million in 2009 from $155.0 million in 2008. Sales volume reductions as a result of the global recession and unfavorable product mix caused by excess inventory in the SDS distribution channel were the primary drivers of the decline in gross profit. Gross profit was also reduced by $3.1 million from asset impairment charges, due primarily to the planned idling of manufacturing capacity of gas products to eliminate a redundant cost structure, $2.1 million of expense to increase our reserves for excess and obsolete inventories to cover expected chemical shelf-life issues in our microelectronics product lines partially offset by $2.4 million in reduced employee costs. The 2008 gross profit margins included benefits from a $3.1 million settlement with a distributor and a $2.4 million business interruption claim recovery. Removing the impacts of one-time events, our 2009 gross margins were 41.9 percent compared to 48.1 percent in 2008. Gross profit margins in our microelectronics product lines were approximately 41 percent in 2009 compared to approximately 50 percent in 2008 driven by lower volume, average selling price declines, as discussed above, and our mix of sales. In our life sciences product line, gross profit declined 38.3 percent to $7.1 million compared to $11.5 million in 2008 driven primarily by lower revenue volumes due to the global recession, increased fixed costs to develop a global manufacturing platform, and higher quality control expenses. Gross profit margins in our life sciences product lines declined to approximately 30 percent in 2009 compared to approximately 40 percent in 2008.

Research and Development Expenses. R&D decreased only 1.7 percent to $37.2 million in 2009 from $37.8 million in 2008 because we continued our funding of investments to develop advanced materials and HPD capabilities. The decrease in R&D spending was primarily caused by reduced employee expenses of $1.6 million compared to 2008, cost reduction activities leading to reduced outsourced service spending including patent and trademark services of $2.7 million compared to 2008, partially offset by a $1.6 million asset impairment charge related to idled equipment, $0.8 million of lower government contract reimbursements, $0.7 million of higher equipment depreciation costs, and planned increases in spending associated with HPD licensing and outsourced development related to cleans chemistries of $0.7 million. The spending in 2009 was higher as a percent of revenues than 2008, driven by the decline in revenue, partially offset by our continued investments in new product development in order to position ourselves for the future. As a result of the global economic recession and related impact on our business, we amended an alliance agreement in 2009 in order to better align the timing of certain HPD capabilities support activities to the expected timing of our customer integration activities. The amendment reduced the amount we were contractually committed to pay for support activities in 2009 and confirms commitments to pay for these incremental activities in 2010. These incremental activities in 2010 are expected to add $3.0 million of R&D expense in that year. We plan to continue to actively invest in our HPD capabilities in the foreseeable future, because we believe this investment will drive significant new opportunities in cleans chemistries and other new products and will be a competitive advantage for ATMI. In 2010, we are planning for an $8 million to $10 million increase in R&D spending, inclusive of the $3.0 million described above, compared to 2009.

Selling, General, and Administrative Expenses. SG&A decreased 14 percent (or $12.4 million) to $76.4 million in 2009 from $88.8 million in 2008. SG&A, as a percentage of revenues, increased to 30.0 percent in 2009 compared to 26.2 percent in 2008. As a result of the economic environment, we implemented cost reduction activities which drove the decline in SG&A. These activities included reduced salaries and incentives ($7.5 million), travel and entertainment ($3.0 million), outside professional services ($1.7 million), and trade show costs ($0.8 million) and savings from the temporary suspension of the Company’s discretionary 401K match ($0.6 million). Legal litigation costs were $1.6 million lower in 2009 compared to the same period of 2008 due to the settlement of the litigation with Praxair. The results in 2009 include $2.5 million of asset impairment charges related primarily to redundant enterprise management software, and a $1.4 million charge to increase our reserves for bad debt to cover exposures related to customer bankruptcy filings and uncertainties of collections due to current general macroeconomic conditions.

Operating Income (loss). We incurred an operating loss of $11.3 million in 2009 compared to generating operating income of $39.9 million in 2008. This change is from a variety of factors, as noted above.

Interest Income. Interest income decreased to $1.2 million in 2009 from $3.1 million in 2008. The primary reason for the decrease was lower rates of return given the significant reduction in market interest rates since the prior year.

Impairment of Investments. The results for 2009 included a first quarter $2.5 million impairment charge, primarily related to a write-down associated with an auction-rate security. In 2008, Ceradyne, Inc. completed its acquisition of SemEquip, Inc. (“SemEquip”), an entity in which ATMI had previously invested. Prior to the acquisition, ATMI’s cost-basis investment in SemEquip was $2.2 million. ATMI received $0.6 million representing its share of the closing proceeds. As a result, we wrote off the remaining $1.6 million balance from our investment in SemEquip due to the uncertainty of collecting amounts in the future related to the earnout provisions of the deal. Also in 2008, due to changes in events and circumstances related to a convertible note due from an early-stage semiconductor materials venture that is in bankruptcy, we recognized an impairment charge of $1.8 million to fully write down the value of this convertible note.

Other Income (Expense), Net. We recognized $1.2 million of losses from investments accounted for by the equity method and $0.2 million of realized and unrealized losses on foreign exchange in 2009. The 2008 results include $0.6 million of losses from investments accounted for by the equity method, net of a $1.1 million gain representing our after-tax, proportionate share from the sale of assets by an equity-method investee, a $2.0 million gain from the sale of a marketable security, and $0.6 million of realized losses on foreign exchange.

Provision (Benefit) for Income Taxes. In 2009, we had an effective income tax benefit rate of 51.2 percent, compared to a 2008 effective income tax rate of 17.0 percent. The 2009 income tax benefit rate differs from the Federal statutory rate of 35.0 percent primarily due to the benefit of lower income tax rates in foreign jurisdictions, and a net $0.7 million reversal of previously established reserves, primarily resulting from the lapse of the applicable statutes of limitations. The 2008 effective income tax rate of 17.0 percent differs from the Federal statutory rate of 35.0 percent primarily due to a $3.7 million reversal of previously established reserves, as a result of the lapse of the applicable statutes of limitations, the shift in mix of our pretax income to lower income tax jurisdictions, and effect of R&D credits. As of December 31, 2009, the Company had a net deferred tax asset on the balance sheet of $3.8 million, primarily because of temporary differences (i.e., accrued liabilities, inventory adjustments, equity-based compensation, and depreciation and amortization), state tax credit carry forwards, federal and state net operating loss carry forwards, and R&D tax credits in Taiwan. The Company has been audited in the United States by the Internal Revenue Service through tax year 2007.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Overview

During the year ended December 31, 2008, ATMI’s revenues declined by 6.9 percent compared to the year ended December 31, 2007, primarily due to the global economic downturn, which began in earnest in the second half of 2008 and drove significant declines in demand across almost all segments of the economy. Our gross margin declined by 80 basis points to 49.1 percent in 2008 compared to 49.9 percent in 2007, due to lower revenue volumes, increased costs reflected in cost of revenues as a result of the redirection of certain supply chain and operations activities associated with our 2007 organizational changes, which was effective beginning January 1, 2008 (such costs were previously reflected in SG&A), and higher logistics costs due to fuel surcharges in the first half of the year. The realignment of operations activities caused gross margin and SG&A to decline by approximately 180 basis points in 2008 compared to 2007. These activities include those functions in two of our locations that were previously focused on supporting and administering plant operations, whereas in the current organization those activities have been focused on improving our global supply chain and customer satisfaction. R&D increased 26.5 percent to $37.8 million in 2008 from $29.9 million in 2007. The increase was driven primarily by the continued investment in our global HPD activities. SG&A decreased by 10.5 percent in 2008 from 2007. As a percent of revenues, SG&A decreased to 26.2 percent in 2008 compared to 27.3 percent in 2007. The decrease is primarily because of the organizational realignment discussed above, and reductions in discretionary spending as a result of the global economic downturn. Operating income decreased 24.0 percent in 2008 to $39.9 million, primarily due to the decline in revenues. During 2008 we recognized impairments of $3.4 million on our strategic investment portfolio and a convertible note, partially offset by a recognized gain of $2.0 million from the sale of a marketable security, and $1.1 million of after-tax income representing our proportionate share of gains on sales of assets by one of our equity-method investees. Our effective tax rate was 17.0 percent in 2008, inclusive of a $3.7 million tax benefit (including interest), compared to 31.8 percent in 2007. Net income decreased 17.8 percent to $33.3 million ($1.04 per diluted share, a 10.3 percent decrease) compared to $40.5 million ($1.16 per diluted share) in 2007.

During 2008, we repurchased 2.1 million shares of our common stock, for $58.3 million under our share repurchase program, compared to 2.2 million shares of our common stock, repurchased for $68.5 million in 2007.

This is a summary of selected consolidated earnings information (in thousands of dollars):

		December 31,
		2008				2007				% Change
Revenues		$	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	%)

Revenues. Revenues decreased 6.9 percent to $339.1 million in 2008 from $364.1 million in 2007. The decline in revenues occurred in our microelectronics product lines and was primarily the result of the global economic downturn, which resulted in significant reductions in wafer starts and reductions in fab utilization rates as demand for consumer electronics devices slowed. Revenues in our microelectronics product lines declined 9.7 percent to $310.1 million in 2008 compared to $343.3 million in 2007. The primary driver of the reduction in revenues was wafer starts, which began to significantly decline during the last several months of 2008. The decline in our revenues was further magnified by reductions of inventory in the SDS and flat-panel display distribution channels, as well as our customers’ aggressive management of their inventories. Consumer electronics

spending, the primary driver of wafer start growth, declined dramatically since the end of the previous year. The 2008 revenues include a $3.7 million benefit associated with settlement of a dispute with our manufacturing and distribution partner for SDS products. Reductions in average selling prices of our products accounted for approximately 3.2 percent of the decline in microelectronics revenues. Revenues in our life sciences product lines increased 39.2 percent in 2008 to $28.9 million compared to $20.8 million in 2007. More than half of the increase in life sciences revenues came from the LevTech, which we acquired in January 2008, with the remaining increase being driven by new products, as disposable mixing solutions gained traction in the biopharmaceutical markets, and limited pricing increases. The effect of foreign currency was not significant in 2008 as declines associated with weakness in the Korean Won were offset by strengthening in the Japanese Yen and the Euro.

Gross Profit. Gross profit decreased 8.3 percent to $166.5 million in 2008 from $181.6 million in 2007. Our gross margin percentage decreased during this time period from 49.9 percent in 2007 to 49.1 percent in 2008. Approximately 180 basis points of the gross margin decline is a result of the redirection of certain supply chain and operations activities discussed above. Gross profit in our microelectronics product lines decreased 10 percent to $155.0 million in 2008 from $172.8 million in 2007. Gross profit margins in our microelectronics product lines were approximately 50 percent in both 2008 and 2007. The 2008 gross profit margins included benefits from the distributor settlement (approximately 100 basis points) and the business interruption claim recovery (approximately 80 basis points), both mentioned above. Gross profit margins were unfavorably impacted by the volume and average selling price declines discussed above and higher logistics costs due to fuel surcharges in the first half of 2008. The 2007 gross profit margins in our microelectronics product lines were negatively impacted by lower shipment volumes in our materials packaging product lines due to flat-panel display market softness in the first half of 2007, $1.1 million of increased customs expenses on imported goods from the U.S. to an overseas subsidiary, and also due to the consequences of a manufacturing defect, which was since remedied. Gross profit in our life sciences product lines increased 31 percent to $11.5 million in 2008 compared to $8.8 million in 2007. Gross profit margins in our life sciences product lines declined by over 200 basis points from 42 percent in 2007 to 40 percent in 2008. The primary reasons for the decline in gross profit margins in the life sciences product lines were the realignment of certain supply chain and operations activities discussed above (negative impact of approximately 480 basis points), partially offset by average selling price increases for certain products (favorable impact of approximately 85 basis points) and the benefit from the LevTech acquisition (approximately 200 basis points).

Research and Development Expenses. R&D increased 26.5 percent to $37.8 million in 2008 from $29.9 million in 2007. The increase in R&D spending was primarily caused by planned increases in spending associated with high productivity development activities related to cleans chemistries (including $5.7 million of higher licensing and outsourced development costs, $3.0 million of higher staffing related expenses and $0.7 million of higher equipment depreciation costs). As a percentage of revenues, R&D spending was 11.1 percent in 2008 compared to 8.2 percent in 2007. The spending in 2008 was higher as a percent of revenues than we had planned, primarily because revenues were lower than expected for the reasons noted above.

Selling, General, and Administrative Expenses. SG&A decreased 10.5 percent (or $10.4 million) to $88.8 million in 2008 from $99.2 million in 2007. SG&A, as a percentage of revenues, decreased to 26.2 percent in 2008 compared to 27.3 percent in 2007. Approximately $6.0 million of the decline is due to the realignment of activities as a result of the functional organization changes mentioned above. Other cost reductions from 2007 include incentive compensation ($2.6 million), legal litigation costs ($2.4 million), and travel ($1.1 million), partially offset by net increases in salaries ($1.1 million) and facilities-related costs ($1.2 million).

Operating Income(loss). Operating income decreased 24.0 percent to $39.9 million in 2008, or 11.8 percent of revenues, from $52.5 million in 2007, or 14.4 percent of revenues. These changes are from a variety of factors, as noted above.

Interest Income. Interest income decreased to $3.1 million in 2008 from $7.7 million in 2007. The primary reasons for the decrease were lower invested cash and marketable securities balances as a result of the Company’s share repurchase program, the acquisition of LevTech, capital spending and other strategic investments, and lower rates of return given the significant reduction in market interest rates in 2008.

Impairment of Investments. In 2008, Ceradyne, Inc. completed its acquisition of SemEquip, Inc. (“SemEquip”), an entity in which ATMI had previously invested. Prior to the acquisition, ATMI’s cost-basis investment in SemEquip was $2.2 million. ATMI received $0.6 million representing its share of the closing proceeds. As a result, we wrote off the remaining $1.6 million balance from our investment in SemEquip due to the uncertainty of collecting amounts in the future related to the earnout provisions of the deal. Also in 2008, due to changes in events and circumstances related to a convertible note due from an early-stage semiconductor materials venture that is in bankruptcy, we recognized an impairment charge of $1.8 million to fully write down the value of this convertible note.

Other Income (Expense), Net. The 2008 results include $0.6 million of losses from investments accounted for by the equity method, net of a $1.1 million gain, representing our after-tax, proportionate share from the sale of assets by an equity-method investee, a $2.0 million gain from the sale of a marketable security, and $0.6 million of realized losses on foreign exchange.

Provision (benefit) for Income Taxes. In 2008, we reduced our income tax provision by $3.7 million (including interest), by reversing previously established reserves, as a result of the lapse of the applicable statute of limitations. The effective tax rate for 2008 was 17.0 percent compared to an effective tax rate of 31.8 percent in 2007. Excluding the tax benefit, our effective tax rate was 26.3 percent in 2008. The 2008 effective tax rate of 17.0 percent differs from the Federal statutory rate of 35.0 percent primarily due to R&D tax credits, the shift in mix of our pre-tax income to lower income tax jurisdictions, and the tax benefit described above. As of December 31, 2008, the Company had a net deferred tax asset on the balance sheet of $3.1 million, primarily because of temporary differences (i.e., accrued liabilities, inventory adjustments, equity-based compensation, and depreciation and amortization), state tax credit carry forwards, federal and state net operating loss carry forwards, and R&D tax credits in Taiwan.

Liquidity and Capital Resources

We assess liquidity in terms of our ability to generate cash to fund our operating and investing activities. Of particular importance to management are cash flows generated by operating activities and cash used for capital expenditures.

Until required for use in the business, we invest our cash reserves in bank deposits, certificates of deposit, money market securities, government and government-sponsored bond obligations, and other interest bearing marketable debt instruments in accordance with our investment policy. We have contracted with investment advisers to invest our funds consistent with our investment policy. The value of our investments may be adversely affected by increases in interest rates, instability in the global financial markets that reduces the liquidity of securities included in our portfolio, and by other factors which may result in other-than-temporary declines in value of the investments, which could impact our financial position and our overall liquidity. Each of these events may cause us to record charges to reduce the carrying value of our investment portfolio or sell investments for less than our acquisition cost. We attempt to mitigate these risks with the assistance of our investment advisors by investing in high quality securities and monitoring the overall risk profile of our portfolio. We also maintain a well-diversified portfolio that limits our credit exposure through concentration limits set within our investment policy.

We have financed our operating needs, capital expenditures, and share buybacks through cash flows from our operations, and existing cash. We expect to finance our current and planned operating requirements principally through cash from operations, as well as existing cash resources. We believe that these funds will be sufficient to meet our operating requirements for the foreseeable future. However, we may, from time to time, seek additional funding through a combination of additional equity and debt financings or from other sources.

Under existing tax laws, we plan to carry back the 2009 U.S. tax loss which is expected to result in a $10.9 million cash refund to be received in 2010.

We continue to invest in R&D to provide future sources of revenue through the development of new products, as well as through additional uses for existing products. We consider R&D and the development of new products and technologies an integral part of our growth strategy and a core competency of the Company. Likewise, we continue to make capital expenditures in order to expand and modernize manufacturing facilities around the globe and to drive efficiencies throughout the organization. Additionally, management considers, on a continuing basis, potential acquisitions of strategic technologies and businesses complementary to the Company’s current business.

ATMI has entered into a pledge agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a financial guarantee in order to assist Anji in retaining its bank financing. See Note 15 for further discussion.

See Part I, Item 1A, “Risk Factors” of this Form 10-K for risk factors that could negatively impact our cash position and ability to fund future operations.

A summary of our cash flows follows (in thousands):

		Year Ended December 31,
		2009				2008
Cash provided by (used for):
Operating Activities		$	28,761			$	60,616
Investing Activities			(18,596	)			(52,656	)
Financing Activities			(995	)			(56,541	)
Effects of exchange rate changes on cash			942				(1,600	)

Net cash provided by operating activities decreased by $31.9 million primarily from:

•		Decrease in net income of $40.0 million to a net loss of $6.7 million
•		Decrease in cash used related to changes in inventories of $9.9 million due to decreased demand, arising from weaker economic conditions, compared to prior year inventory growth which was required to meet customer demand through out the prior year
•		Cash used related to changes in deferred income taxes of $3.9 million
•		Decrease in cash used by changes in accrued expenses of $5.4 million
•		Increase in cash provided by change in accounts payable of $10.5 million due primarily to timing of payments
•		Decrease in cash provided by changes in accounts receivable of $23.4 million due to the reduction in full year 2009 revenues and also to timing of collections

Net cash used for investing activities decreased by $34.1 million primarily from:

•		Decrease in capital spending of $33.3 million primarily because of the purchase of research tools used in our HPD activities in 2008
•		Decrease 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 in 2008
•		Decrease in cash paid for cost-basis and equity-basis investments of $10.0 million due to the investment in Intermolecular in 2008
•		Increase in cash used for purchases of marketable securities of $21.7 million
•		Decrease in cash proceeds from sales and maturities of marketable securities of $20.6 million

Net cash used for financing activities decreased by $55.5 million primarily from:

•		Decrease in treasury stock purchases of $58.7 million
•		Decrease in cash due to a net reduction in the outstanding amount of our credit line of $1.7 million
•		Reduction of proceeds from exercise of stock options of $1.4 million

Summary of Contractual Obligations

This is a summary of consolidated debt, lease, purchase and other obligations at December 31, 2009 (see Notes 4, 7, 8, 10 and 15 of the consolidated financial statements in Item 8 of this Form 10-K), in thousands:

		Payments Due by Period
						Less Than
Contractual Obligations:		Total				1 Year				1-3 Years				4-5 Years				Thereafter
Capital leases		$	106			$	53			$	47			$	6			$	—
Operating leases		$	8,275				3,807				4,137				331				—
Purchase obligations:
Inventory		$	7,444				7,444				—				—				—
Capital		$	502				502				—				—				—
Other (1)		$	13,990				13,990				—				—				—
Total		$	21,936				21,936				—				—				—
Bank guarantee (2)		$	4,000				4,000				—				—				—
Line of credit		$	483				483				—				—				—
Other L/T liabilities (3)		$	4,387				—				3,933				—				454
Total debt, lease, purchase, and other long-term liability obligations		$	39,187			$	30,279			$	8,117			$	337			$	454

See Note 10 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion on leases

Off-Balance Sheet Arrangements

ATMI has entered into a pledge agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a financial guarantee up to $4.0 million in order to assist Anji in securing bank financing, which is to expire no later than June 30, 2010. ATMI’s guarantee is secured by Anji’s assets and additional equity interests in Anji’s operating subsidiaries. We believe that, based on independent credit rating agency research, and our knowledge of their business, Anji continues to be an acceptable credit risk. The fair value of the financial guarantee is $0.2 million at December 31, 2009.

Operations Outside the United States

For the years ended December 31, 2009, 2008 and 2007, sales outside the United States, including Asia and Europe, accounted for 80.2 percent, 77.3 percent and 76.7 percent, respectively, of the Company’s revenues. Sales to Taiwan for the years ended December 31, 2009, 2008 and 2007 were 21.8 percent, 23.5 percent and 24.5 percent, respectively, of the Company’s revenues. Sales to Japan for the years ended December 31, 2009, 2008 were 14.3 percent, 12.7 percent and 12.6 percent, respectively, of the Company’s revenues. Sales to South Korea for the years ended December 31, 2009, 2008 were 20.2 percent, 13.8 percent and 13.5 percent, respectively, of the Company’s revenues. Management anticipates that the Company’s sales outside the United States will continue to account for a significant percentage of total revenues. The Company has wholly-owned subsidiaries in Taiwan, Singapore, China, Japan, and Germany where the Company sells and services several product lines. The Company also has a wholly-owned subsidiary in South Korea that manufactures, sells, and distributes materials packaging, materials delivery equipment, and thin-film materials to the semiconductor and flat-panel display markets in South Korea. In addition, the Company has a wholly-owned subsidiary in Belgium where it manufactures and sells high-purity materials packaging products primarily to the life sciences industry.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of December 31, 2009, the Company’s cash and cash equivalents and marketable securities included bank deposits, certificates of deposit, money market securities, and government and government-sponsored bond obligations. As of December 31, 2009, an increase of 100 basis points in interest rates on securities with maturities greater than one year would reduce the fair value of the Company’s marketable securities portfolio by approximately $0.7 million. Conversely, a reduction of 100 basis points in interest rates on securities with maturities greater than one year would increase the fair value of the Company’s marketable securities portfolio by approximately $0.5 million.

Foreign Currency Exchange Risk

Most of the Company’s sales are denominated in U.S. dollars and as a result, the Company has limited exposure to foreign currency exchange risk with respect to sales made. Approximately 36 percent of the Company’s revenues for the year ended December 31, 2009 were denominated in Japanese Yen (“JPY”), Korean Won, and Euros, but a majority of the product is sourced in U.S. dollars. Management periodically reviews the Company’s exposure to currency fluctuations. This exposure may change over time as business practices evolve and could have a material effect on the Company’s financial results in the future. We use forward foreign exchange contracts to hedge specific exposures relating to intercompany payments and anticipated, but not yet committed, intercompany sales (primarily parent company export sales to subsidiaries at pre-established U.S. dollar prices). The terms of the forward foreign exchange contracts are generally matched to the underlying transaction being hedged, and are typically under one year.

Because such contracts are directly associated with identified transactions, they are an effective hedge against fluctuations in the value of the foreign currency underlying the transaction. We recognize in earnings (other income (expense), net) changes in the fair value of all derivatives designated as fair value hedging instruments that are highly effective and recognize in accumulated other comprehensive income any changes in the fair value of all derivatives designated as cash flow hedging instruments that are highly effective and meet the other related accounting requirements. We generally do not hedge overseas sales denominated in foreign currencies or translation exposures. Further, we do not enter into derivative instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported.

At December 31, 2009, we held forward foreign currency exchange contracts as fair value hedges with notional amounts totaling $2.9 million, which are being used to hedge recorded foreign denominated liabilities and which will be settled in either JPY or New Taiwan Dollars (NTD). The functional currency of our Taiwanese subsidiary is U.S. dollars. We have opened a foreign currency position to hedge a significant local currency prepayment made by our Taiwanese subsidiary related to income tax exposures. Holding other variables constant, if there were a 10 percent decline in foreign exchange rates for the JPY and NTD, the fair market value of the foreign exchange contracts outstanding at December 31, 2009 would increase by approximately $0.3 million, which would be expected to be fully offset by foreign exchange gains on the amounts being hedged. The effect of an immediate 10 percent change in other foreign exchange rates would not be expected to have a material effect on the Company’s future operating results or cash flows.

Changes in Market Risk

The global recession, driven initially by the crisis in global credit and financial markets, has caused extreme disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, increases in unemployment rates, and uncertainty about economic stability. There can be no assurance that there will not be further deterioration in credit and financial markets and confidence in economic conditions. These economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The current constriction of credit in financial markets may continue to lead consumers and businesses to postpone spending, which may cause our customers to continue to aggressively manage their inventories and delay their future orders with us. In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. The likely duration and severity of the current disruptions in the credit and financial markets remains uncertain and continues to have a negative impact on global economic conditions, and if the current economic conditions continue or deteriorate, our business and results of operations could be materially and adversely affected.

Item 8. Financial Statements and Supplementary Data

The Reports of Independent Registered Public Accounting Firm, the consolidated financial statements and the financial statement schedule that are listed in the Index to Consolidated Financial Statements and Financial Statement Schedule are included herein on pages F-1 through F-36.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Form 10-K, our disclosure controls and procedures were effective in that they provided reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making its assessment, management has used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control—Integrated Framework. Our management concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, 2009. The Company’s internal control over financial reporting as of December 31, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report on the Company’s internal control over financial reporting, which is included in this annual report.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information required by Item 10 has been omitted from this report, and is incorporated by reference to the sections “Section 16(a) Beneficial Ownership Reporting Compliance,” “Election of Directors,” “Board Operations” and “Executive Officers” in our definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2009 fiscal year.

Item 11. Executive Compensation

Information required by Item 11 has been omitted from this report and is incorporated by reference to the sections “Board Operations” and “Compensation and Other Information Concerning Officers and Directors” in our definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2009 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 12 has been omitted from this report and is incorporated by reference to the sections “Stock Ownership” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2009 fiscal year.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by Item 13 has been omitted from this report and is incorporated by reference to the sections “Certain Relationships and Related Transactions” and “Board Operations” in our definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2009 fiscal year.

Item 14. Principal Accountant Fees and Services

Information required by Item 14 has been omitted from this report and is incorporated by reference to the section “Fees of Independent Registered Public Accounting Firm and Report of the Audit Committee” in our definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2009 fiscal year.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this annual report on Form 10-K:

(1) Financial Statements:

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — December 31, 2009 and 2008
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009, 2008 and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements

(2) Financial Statement Schedule:

Schedule II — Valuation and Qualifying Accounts

The Reports of Independent Registered Public Accounting Firm, consolidated financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule on page F-1 hereof are filed as part of this report, commencing on page F-2 hereof.

All other financial statement schedules are omitted as the required information is not applicable or the information is shown in the consolidated financial statements or related notes.

(3) Exhibits

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Exhibit No.				Description
	2.01			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).
	4.01			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).

Exhibit No.				Description
	4.02			Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and Fleet National Bank, as Rights Agent (Filed as Exhibit 4.02 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
	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 (Filed as Exhibit 10.04 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
	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 (Filed as Exhibit 10.07 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
	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).

Exhibit No.				Description
	10.10			Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss and Advanced Technology Materials, Inc., dated November 24, 2000 (Filed as Exhibit 10.10 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
	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).
	10.14			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).

Exhibit No.				Description
	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).
	10.26	*		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).

Exhibit No.				Description
	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 (Filed as Exhibit 10.32 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
	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).
	10.39	*		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).

Exhibit No.				Description
	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.
	23			Consent of Independent Registered Public Accounting Firm.
	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.
	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.
	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.

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 18, 2010
		By:		/s/ Douglas A. Neugold   Douglas A. Neugold
				President and Chief Executive Officer

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 Director		February 18, 2010
Douglas A. Neugold		(principal executive officer)
/s/ Timothy C. Carlson   Timothy C. Carlson		Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)		February 18, 2010
/s/ Eugene G. Banucci, Ph.D.   Eugene G. Banucci, Ph.D.		Chairman of the Board and Director		February 18, 2010
/s/ Mark A. Adley   Mark A. Adley		Director		February 18, 2010
/s/ Robert S. Hillas   Robert S. Hillas		Director		February 18, 2010
/s/ Stephen H. Mahle   Stephen H. Mahle		Director		February 18, 2010
/s/ C. Douglas Marsh   C. Douglas Marsh		Director		February 18, 2010
/s/ Frederick C. Flynn, Jr.   Frederick C. Flynn, Jr.		Director		February 18, 2010
/s/ Cheryl L. Shavers, Ph.D.   Cheryl L. Shavers, Ph.D.		Director		February 18, 2010

ATMI, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE

		Page
Reports of Independent Registered Public Accounting Firm			F-2
Audited Financial Statements
Consolidated Balance Sheets — December 31, 2009 and 2008			F-4
Consolidated Statements of Operations for the years ended December 31, 2009, 2008, and 2007			F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009, 2008, and 2007			F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007			F-7
Notes to Consolidated Financial Statements			F-8
Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts			F-36

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ATMI, Inc.

We have audited the accompanying consolidated balance sheets of ATMI, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ATMI, Inc. at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ATMI, Inc.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2010 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Stamford, Connecticut
February 18, 2010

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ATMI, Inc.

We have audited ATMI, Inc.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ATMI, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in Item 9A, “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ATMI, Inc. maintained in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ATMI, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated February 18, 2010 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Stamford, Connecticut
February 18, 2010

ATMI, INC.

		December 31,				December 31,
		2009				2008
Assets
Current assets:
Cash and cash equivalents		$	64,738			$	54,626
Marketable securities, current portion			32,650				37,739
Accounts receivable, net of allowances of $2,287 and $958, respectively			44,184				42,229
Inventories, net			53,761				55,986
Income taxes receivable			10,844				4,847
Deferred income taxes			8,027				6,947
Prepaid expenses and other current assets			19,383				15,585
Total current assets			233,587				217,959
Property, plant, and equipment, net			124,609				136,425
Goodwill			33,394				33,355
Other intangibles, net			23,202				27,202
Marketable securities, non-current			10,590				3,655
Deferred income taxes, non-current			2,707				1,581
Other non-current assets			31,487				32,887
Total assets		$	459,576			$	453,064
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	14,788			$	12,867
Accrued liabilities			4,804				5,277
Accrued salaries and related benefits			4,480				6,445
Income taxes payable			1,800				635
Loans and notes payable, current			483				1,102
Other current liabilities			3,328				1,538
Total current liabilities			29,683				27,864
Deferred income taxes, non-current			6,916				5,469
Other non-current liabilities			11,487				10,834
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;			393				392
39,354 and 39,199 issued and 31,388 and 31,268 outstanding in 2009 and 2008, respectively
Additional paid-in capital			426,436				421,040
Treasury stock at cost (7,966 and 7,931 shares in 2009 and 2008, respectively)			(227,670	)			(227,101	)
Retained earnings			208,927				214,300
Accumulated other comprehensive income			3,404				266
Total stockholders’ equity			411,490				408,897
Total liabilities and stockholders’ equity		$	459,576			$	453,064

See accompanying notes.

ATMI, INC.

(in thousands, except per share data)

		Year Ended December 31,
		2009				2008				2007
Revenues		$	254,704			$	339,063			$	364,088
Cost of revenues			152,520				172,551				182,480
Gross profit			102,184				166,512				181,608
Operating expenses:
Research and development			37,162				37,809				29,879
Selling, general and administrative			76,359				88,781				99,227
Total operating expenses			113,521				126,590				129,106
Operating income (loss)			(11,337	)			39,922				52,502
Interest income			1,196				3,126				7,689
Impairment of investments			(2,486	)			(3,432	)			—
Other income (expense), net			(1,029	)			530				(788	)
Income (loss) before income taxes			(13,656	)			40,146				59,403
Provision (benefit) for income taxes			(6,996	)			6,819				18,864
Net income (loss)		$	(6,660	)		$	33,327			$	40,539
Earnings (loss) per common share — basic		$	(0.21	)		$	1.06			$	1.19
Weighted average shares outstanding — basic			31,398				31,447				34,169
Earnings (loss) per common share — diluted		$	(0.21	)		$	1.04			$	1.16
Weighted average shares outstanding — diluted			31,398				32,078				35,093

See accompanying notes.

ATMI, INC.

																		Accumulated
						Additional												Other
		Common				Paid-in				Treasury				Retained				Comprehensive
		Stock				Capital				Stock				Earnings				Income				Total
Balance at December 31, 2006		$	383			$	389,346			$	(100,305	)		$	140,434			$	5,638			$	435,496
Issuance of 589 shares of common stock pursuant to the exercise of employee stock options			6				13,692				—				—				—				13,698
Issuance of 17 shares of common stock pursuant to the employee stock purchase plan			1				498				—				—				—				499
Purchase of 2,224 treasury shares			—				—				(68,539	)			—				—				(68,539	)
Equity based compensation			—				7,598				—				—				—				7,598
Income tax benefit from equity-based compensation			—				1,289				—				—				—				1,289
Net Income			—				—				—				40,539				—				40,539
Reclassification adjustment related to marketable securities sold in net unrealized loss position, net of $694 tax provision			—				—				—				—				1,182				1,182
Change in fair value on available-for-sale securities, net of deferred income tax of $64			—				—				—				—				186				186
Change in fair value of derivative financial instruments, net of deferred income tax of $46			—				—				—				—				78				78
Cumulative translation adjustment			—				—				—				—				2,357				2,357
Comprehensive income			—				—				—				—				—				44,342
Balance at December 31, 2007			390				412,423				(168,844	)			180,973				9,441				434,383
Issuance of 60 shares of common stock pursuant to the exercise of employee stock options			1				1,318				—				—				—				1,319
Issuance of 15 shares of common stock pursuant to the employee stock purchase plan			—				324				—				—				—				324
Purchase of 2,113 treasury shares			—				—				(58,257	)			—				—				(58,257	)
Equity based compensation			—				6,700				—				—				—				6,700
Income tax benefit from equity-based compensation			—				276				—				—				—				276
Other			1				(1	)			—				—				—				—
Net Income			—				—				—				33,327				—				33,327
Reclassification adjustment related to marketable securities sold in net 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 at prior period end, net of deferred income tax of $46			—				—				—				—				(78	)			(78	)
Cumulative translation adjustment			—				—				—				—				(5,925	)			(5,925	)
Comprehensive income			—				—				—				—				—				24,152
Balance at December 31, 2008			392				421,040				(227,101	)			214,300				266				408,897
Issuance of 15 shares of common stock pursuant to the exercise of employee stock options			—				236				—				—				—				236
Purchase of 35 treasury shares			—				—				(569	)			—				—				(569	)
Equity based compensation			—				5,740				—				—				—				5,740
Income tax deficiency from equity-based compensation			—				(579	)			—				—				—				(579	)
Other			1				(1	)			—				—				—				—
Cumulative effect of adoption of new accounting standard			—				—				—				1,287				(1,287	)			—
Net loss			—				—				—				(6,660	)			—				(6,660	)
Reclassification adjustment related to marketable securities sold in net unrealized gain position, net of $32 tax provision			—				—				—				—				(55	)			(55	)
Change in fair value on available-for-sale securities, net of deferred income tax of $1,139			—				—				—				—				1,940				1,940
Cumulative translation adjustment			—				—				—				—				2,540				2,540
Comprehensive loss			—				—				—				—				—				(2,235	)
Balance at December 31, 2009		$	393			$	426,436			$	(227,670	)		$	208,927			$	3,404			$	411,490