SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2001
METRON TECHNOLOGY N.V.
(Exact name of registrant as specified in its charter)
The Netherlands 000-27863 98-0180010
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Old Bayshore Highway
Suite 210
Burlingame, California 94010
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 401-4600
ITEM 5. OTHER EVENTS
On January 8, 2001, Metron Technology N.V. ("Metron"), Entegris, Inc., a
Minnesota corporation ("Entegris"), and Fluoroware, Inc., a Minnesota
corporation and wholly-owned subsidiary of Entegris ("Fluoroware"), entered into
an agreement to modify their existing distribution relationship. Pursuant to the
agreement, Entegris would assume direct sales responsibility for products from
its microelectronics group in Europe and Asia.
On February 13, 2001, Metron, Entegris and Fluoroware entered into an
agreement (the "Transition Agreement") which set forth the terms and conditions
of their business relationship through April 30, 2001 and the winding down of
their business relationship with respect to Metron's distribution of Entegris'
microelectronics products. Pursuant to the Transition Agreement, the parties
agreed to conduct their business in the ordinary course through March 31, 2001
with respect to customers located in Europe and April 30, 2001 with respect to
customers located in Asia.
On February 23, 2001, Metron, Entegris and Fluoroware entered into an
agreement which set forth the terms and conditions of Entegris' (a) transfer to
Metron of 1,125,000 common shares of Metron on February 28, 2001 or as soon
thereafter as practicable and (b) scheduled payments to Metron of a termination
fee totaling $1,750,000 in consideration for the termination of the parties'
existing distribution agreements.
On March 1, 2001, Metron and Entegris entered into a new distribution
agreement for Entegris' Fluid Handling Products Group products under which
Metron would continue to distribute the Fluid Handling Products Group product
line in all regions currently covered, including select territories of the
United States, Europe and Asia.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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10.41 Agreement, dated as of January 8, 2001, by and among Entegris, Inc., a Minnesota
corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology N.V., a
Netherlands corporation.
10.42 Transition Agreement, dated as of February 13, 2001, by and among Entegris, Inc., a
Minnesota corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology
N.V., a Netherlands corporation.
10.43 Letter Agreement, dated February 23, 2001, by and among Entegris, Inc., a Minnesota
corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology N.V., a
Netherlands corporation.
10.44 Worldwide Stocking Distributor Agreement, dated March 1, 2001, between Entegris, Inc. and
Metron Technology N.V.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METRON TECHNOLOGY N.V.
Date: March 2, 2001 /s/ PETER V. LEIGH
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Peter V. Leigh
Vice President, Finance
Signing on behalf of the registrant
and as principal accounting officer
INDEX TO EXHIBITS
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10.41 Agreement, dated as of January 8, 2001, by and among Entegris, Inc., a Minnesota
corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology N.V., a
Netherlands corporation.
10.42 Transition Agreement, dated as of February 13, 2001, by and among Entegris, Inc., a
Minnesota corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology
N.V., a Netherlands corporation.
10.43 Letter Agreement, dated February 23, 2001, by and among Entegris, Inc., a Minnesota
corporation, Fluoroware, Inc., a Minnesota corporation, and Metron Technology N.V., a
Netherlands corporation.
10.44 Worldwide Stocking Distributor Agreement, dated March 1, 2001, between Entegris, Inc. and
Metron Technology N.V.