<PAGE>

     As filed with the Securities and Exchange Commission on March 31, 2000
                                                Registration No. 333
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                --------------
                                    FORM S-1
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                --------------

                                 ENTEGRIS, INC.
             (Exact name of registrant as specified in its charter)

                                --------------

        Minnesota                  3089                   41-1941551
     (State or other         (Primary Standard         (I.R.S. Employer
     jurisdiction of            Industrial            Identification No.)
    incorporation or        Classification Code
      organization)               Number)

                                --------------

         3500 Lyman Boulevard                  Stan Geyer
        Chaska, Minnesota 55318         Chief Executive Officer
            (952) 556-3131                   Entegris, Inc.
        (Address, including zip           3500 Lyman Boulevard
          code, and telephone           Chaska, Minnesota 55318
     number, including area code,            (952) 556-3131
            of registrant's          (Name, address, including zip
     principal executive offices)         code, and telephone
                                    number, including area code, of
                                           agent for service)

                                --------------
                                   Copies to:
            John T. Kramer, Esq.                Christopher D. Lueking, Esq.
            Dorsey & Whitney LLP                Latham & Watkins
            Pillsbury Center South              233 South Wacker Drive
            220 South Sixth Street              Suite 5800
            Minneapolis, Minnesota 55402-1498   Chicago, Illinois 60606

                                --------------
                Approximate date of proposed sale to the public:
   As soon as practicable after the Registration Statement becomes effective.
                                --------------
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [_]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
          Title of Each Class of          Proposed Maximum          Amount of
        Securities to be Registered  Aggregate Offering Price(1) Registration Fee
---------------------------------------------------------------------------------
<S>                                  <C>                         <C>
Common Stock, $.01 par value........        $239,200,000             $63,150
---------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(o) under the Securities Act of
    1933.
   The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  SUBJECT TO COMPLETION, DATED MARCH 31, 2000

                               13,000,000 Shares
[Entegris Logo]
                                 Common Shares

                                --------------

  Entegris, Inc. is offering 8,600,000 common shares, and the selling
shareholders are offering 4,400,000 common shares in a firmly underwritten
offering. Entegris will not receive any of the proceeds from the sale of shares
by the selling shareholders. This is Entegris' initial public offering, and no
public market currently exists for Entegris' common shares. Entegris
anticipates that the initial public offering price for its shares will be
between $15.00 and $17.00 per share. After the offering, the market price for
Entegris' shares may be outside of this range.

                                --------------

  We have applied to list our common shares on the Nasdaq National Market under
the symbol "ENTG."

                                --------------
  Investing in the common shares involves a high degree of risk. See "Risk
Factors" beginning on page 7.

                                --------------

<TABLE>
<CAPTION>
                                               Per Share Total
                                               --------- -----
<S>                                            <C>       <C>
Offering Price                                   $       $
Discounts and Commissions to Underwriters        $       $
Offering Proceeds to Entegris                    $       $
Offering Proceeds to the Selling Shareholders    $       $
</TABLE>

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

  Entegris, Inc. has granted the underwriters the right to purchase up to an
additional 1,290,000 common shares from Entegris and a selling shareholder has
granted the underwriters the right to purchase up to 660,000 shares from that
selling shareholder to cover over-allotments. The underwriters can exercise
this right at any time within thirty days after the offering. Banc of America
Securities LLC expects to deliver the common shares to investors on       ,
2000.

Banc of America Securities LLC

          Donaldson, Lufkin & Jenrette

                      Salomon Smith Barney

                                                      U.S. Bancorp Piper Jaffray

                                --------------

                The date of this Prospectus is          , 2000.
<PAGE>



   Our products enable the microelectronics industry by assuring the integrity
of our customers' materials from production to consumption.

MICROELECTRONICS                                                   OTHER MARKETS

                                                            Bio-pharmaceutical
                                                              Custom Medical
                                                             Telecommunications
                                                           Industrial and Other

Our custom products enable new technologies and applications such as live
bacteria manufacturing techniques and miniaturization for telecommunications

SEMICONDUCTOR MANUFACTURING PROCESS      DISK MANUFACTURING
                         FRONT END    BACK END

Wafer Manufacturing    Wafer Handling    Chemical Delivery    Test, Assembly
and Packaging

[Photo of 300mm Shipper] [Photo of 100 to 200mm Shippers with caption stating:
Our wafer manufacturing products preserve the integrity of raw wafers during
shipment from wafer manufacturers to semiconductor manufacturers]

[Photo of 100 to 200mm Carriers] [Photo of 300mm Carriers with caption stating:
Our wafer handling products hold and position wafers during semiconductor
processing, including precise interfaces with automation and manufacturing
equipment]

[Photo of Containers] [Photo of Valve, Tubing, Fitting, Pipe]

[Photo of Transducers] [Photo of Fluid Handling Systems with caption stating:
Our chemical delivery products provide consistent and safe delivery of
sophisticated chemicals from chemical manufacturers to semiconductor
manufacturers' point-of-use]

[Photo of JEDEC/Matrix Trays] [Photo of Bare Die Trays with caption stating:
Our test, assembly and packaging products preserve the integrity of wafers and
die during transportation to back-end operations by avoiding electrostatic
discharge and contamination]

[Photo of Disk Shipper with caption stating: Our disk products prevent
degradation and damage to critical data storage components]

[Logo]

[Photos of various products that utilize integrated circuits and of
microelectronics manufacturing processes]

<PAGE>

   You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different.
We are offering to sell, and seeking offers to buy, common shares only in
jurisdictions where offers and sales are permitted. This prospectus may only be
used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our common shares. In
this prospectus, references to "Entegris," "we," "us" and "our" refer to
Entegris, Inc., together with our consolidated subsidiaries.

   Our fiscal year is a 52 or 53 week period ending on the last Saturday of
each August. Our last five fiscal years ended on the following dates: August
26, 1995; August 31, 1996; August 30, 1997; August 29, 1998; and August 28,
1999. Fiscal years are identified in this prospectus according to the calendar
year in which they end. For example, the fiscal year ended August 28, 1999 is
referred to as "fiscal 1999." For convenience, the financial information
included in this prospectus has been presented as ending on the last day of the
month.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   3
Risk Factors.............................................................   7
Special Note Regarding Forward-Looking Statements........................  17
Use of Proceeds..........................................................  18
Dividend Policy..........................................................  18
Capitalization...........................................................  19
Dilution.................................................................  20
Selected Consolidated Financial Data.....................................  21
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  22
Business.................................................................  30
Management...............................................................  44
Certain Transactions.....................................................  52
Principal and Selling Shareholders.......................................  55
Description of Capital Shares............................................  56
Shares Eligible for Future Sale..........................................  59
Underwriting.............................................................  60
Legal Matters............................................................  62
Experts..................................................................  62
Where You Can Find Additional Information................................  62
Index to Consolidated Financial Statements............................... F-1
</TABLE>

   "Entegris" is a trademark of Entegris, Inc. in the United States and other
jurisdictions. Registration of "Entegris" is pending in the United States and
in other jurisdictions and registration of the Entegris logo is pending in the
United States. This prospectus also contains registered trademarks of Entegris
and registered trademarks and service marks of other entities.
<PAGE>

                               PROSPECTUS SUMMARY

   This summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all of the information that you
should consider before investing in our common shares. You should read the
entire prospectus carefully before making an investment decision. This
prospectus contains forward-looking statements which involve risks and
uncertainties. Our results could differ significantly from those anticipated in
these forward-looking statements as a result of various factors, including
those set forth in "Risk Factors" and the consolidated financial statements and
the related notes. Except as otherwise indicated, all information in this
prospectus assumes no exercise of the underwriters' over-allotment option and
gives effect to a 2-for-1 stock split of the Entegris common shares to be
effective prior to the completion of this offering.

                                    Entegris

   We are a leading provider of materials management solutions to the
microelectronics industry including, in particular, the semiconductor
manufacturing and disk manufacturing markets. Our materials management
solutions for the semiconductor industry assure the integrity of materials as
they are handled, stored, processed and transported throughout the
semiconductor manufacturing process, from raw silicon wafer manufacturing to
packaging of completed integrated circuits. These solutions enable our
customers to protect their investment in work-in-process and finished devices
by facilitating the safe handling, purity and precision processing of the
critical materials used in their manufacturing process.

   Semiconductors are the building blocks of today's electronics and the
backbone of the information age. An increasing variety of new markets and
applications, such as wireless communications devices, network infrastructure
and Internet appliances, has driven the demand for semiconductors with enhanced
performance characteristics. As a result, semiconductors have become
increasingly complex, with smaller feature sizes and shorter product life
cycles, resulting in a more costly and complex manufacturing process. To
improve manufacturing productivity and efficiency, semiconductor manufacturers
have historically implemented yield management and automation technologies.
Because significant productivity gains from implementing these technologies
have for the most part already been realized, semiconductor manufacturers are
now increasingly focused on materials management to prevent the damage and
degradation of materials used or consumed throughout the manufacturing process
as well as to improve the predictability of that process. Wafer processing can
involve as many as 500 steps and take up to six weeks. As a result, a batch of
25 fully processed wafers can cost more than $1 million. Damage to a processed
wafer can severely impact integrated circuit performance or render an
integrated circuit inoperable. Thus, it is critical to ensure safe and reliable
wafer processing throughout the manufacturing process. The need for efficient
and reliable materials management is becoming increasingly important to
semiconductor manufacturers as new materials are introduced and as 300mm wafer
technology becomes more prevalent.

   Throughout our 34-year history, we have been a leading provider of materials
management solutions for the semiconductor industry. We have extensive
expertise in the development of polymer materials and we believe that we have
the broadest product line of standard and customized products. We have eleven
worldwide manufacturing facilities which enable us to provide local delivery,
advanced manufacturing capabilities and the capacity to meet customer demand
requirements. Our materials management products, such as wafer shippers, wafer
transport and process carriers, pods and work-in-process boxes, preserve the
integrity of wafers as they are transported from wafer manufacturers to
semiconductor manufacturers, processed into finished wafers and integrated
circuits and subsequently tested, assembled and packaged. We also provide
chemical delivery products, such as valves, fittings, tubing, pipe and
containers, that assure the consistent and safe delivery of sophisticated
chemicals between chemical manufacturers and semiconductor manufacturers'
point-of-use.

                                       3
<PAGE>


   We believe we are a technology leader in providing materials handling
solutions for the microelectronics industry. We are a leading designer and
manufacturer of 300mm wafer materials management solutions with products such
as front opening unified pods and reduced-pitch front opening shipping boxes.
In addition, our innovative designs and our use of high purity, corrosion
resistant fluid handling materials have made us a recognized leader in high
purity fluid transfer products. Our chemical delivery product line represents a
number of industry firsts, including: the first perfluoroalkoxy, or PFA,
fusion-bonded piping; the first valves with no metal parts in the fluid stream;
the first nonmetallic capacitive sensors to successfully perform in harsh
environments at high temperatures; and the first PFA pinch valve. More
recently, our Galtek SG Series valve received the 1999 Editor's Choice Best
Product award from Semiconductor International magazine for its ability to
maintain industry flow capacity standards despite its small size.

   Our objective is to build upon our leadership position in materials
management solutions for the semiconductor device, equipment and materials
industries, as well as apply our expertise to the growing materials management
needs of other industries. The key elements of our strategy to achieve this
objective are:

  .  expand technological leadership;

  .  broaden product offering;

  .  enhance relationships with customers and suppliers;

  .  expand in Japan;

  .  pursue selective acquisitions; and

  .  expand into new industries.

   We sell our products worldwide to over 1,000 customers, who represent a
broad base of leading suppliers to the microelectronics industry. Our customers
in the semiconductor industry include wafer manufacturers, chemical suppliers,
equipment manufacturers, device manufacturers and assemblers. Our semiconductor
customers include Amkor/Anam, Applied Materials, Arch Chemicals, IBM, Infineon,
Intel, Texas Instruments and TSMC. Our customers in data storage manufacturing
include HMT, IBM, Komag and Seagate Technology. International sales represented
approximately 45.1% of our sales in fiscal 1998, 47.9% of our sales in fiscal
1999, and 55.2% of our sales in the six months ended February 28, 2000. We
provide our customers with a worldwide network of sales and support personnel,
which enable us to offer local service to our global customer base and assure
the timely and cost-effective delivery of our products.

   Entegris was incorporated under the laws of the State of Minnesota in 1999
as part of a consolidation of Fluoroware, Inc. and Empak, Inc., both of which
are now wholly-owned subsidiaries of Entegris. Fluoroware and Empak are
Minnesota corporations. Fluoroware has been in business since 1966 and Empak
has been in business since 1980. Our principal executive offices are located at
3500 Lyman Boulevard, Chaska, Minnesota 55318, and our telephone number is
(952) 556-3131. The address of our web site is www.entegris.com. Information
contained on our web site is not part of this prospectus.

                                       4
<PAGE>

                                  The Offering

   Common shares offered by Entegris.......... 8,600,000 shares

   Common shares offered by the selling        4,400,000 shares
shareholders..................................

   Common shares to be outstanding after this  67,320,700 shares
offering......................................

   Use of proceeds............................ Retirement of debt, working
                                               capital and general corporate
                                               purposes. We may also use a
                                               portion of the proceeds to
                                               acquire complementary
                                               businesses. See "Use of
                                               Proceeds."

   Proposed Nasdaq National Market symbol..... ENTG

   The number of common shares to be outstanding after this offering is based
on the number of shares outstanding as of February 28, 2000, and does not
reflect the following:

  .  7,267,936 shares subject to stock options currently outstanding at a
     weighted average exercise price of $3.62 per share;

  .  317,446 shares redeemed in March 2000 from former employees, which had
     been previously distributed by our Employee Stock Ownership Plan and
     which we were required to redeem pursuant to the terms of the Plan;

  .  24,736 shares issued since February 28, 2000;

  .  6,947,006 common shares reserved for future grants of options under our
     stock option plans and future issuances of stock under our Employee
     Stock Purchase Plan; and

  .  1,290,000 shares that the underwriters may purchase from us to cover
     over-allotments, if any.

                                       5
<PAGE>

                      Summary Consolidated Financial Data
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                 Fiscal Year Ended August 31,                February 28,
                         ------------------------------------------------  ------------------
                           1995      1996      1997      1998      1999      1999      2000
                         --------  --------  --------  --------  --------  --------  --------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>
Consolidated Statement
 of Operations Data:
 Net sales.............. $193,284  $271,037  $277,290  $266,591  $241,952  $111,590  $156,662
 Cost of sales..........  104,513   149,042   161,732   156,508   148,106    72,026    85,260
                         --------  --------  --------  --------  --------  --------  --------
  Gross profit..........   88,771   121,995   115,558   110,083    93,846    39,564    71,402
 Selling, general and
  administrative
  expenses..............   43,284    62,390    62,384    65,536    64,336    28,896    34,962
 Engineering, research
  and development
  expenses..............    9,776    12,446    17,986    19,912    14,565     7,571     6,234
                         --------  --------  --------  --------  --------  --------  --------
  Operating profit......   35,711    47,158    35,188    24,635    14,945     3,097    30,206
 Interest expense, net..    2,782     4,582     6,652     6,995     5,498     3,040     2,020
 Other (income) expense,
  net...................   (1,010)   (1,396)    2,201      (273)   (1,850)   (1,312)   (6,282)
                         --------  --------  --------  --------  --------  --------  --------
  Income before income
   taxes and other items
   below................   33,939    43,972    26,335    17,913    11,297     1,369    34,468
 Income tax expense.....   12,596    16,109    10,578     4,536     4,380        89    11,589
 Equity in net (income)
  loss of affiliates....   (3,347)   (3,252)   (1,750)      119     1,587     1,196      (582)
 Minority interest in
  subsidiaries' net
  income (loss).........    1,601     2,898       572       176      (399)      (15)      348
                         --------  --------  --------  --------  --------  --------  --------
  Net income (1)........ $ 23,089  $ 28,217  $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                         ========  ========  ========  ========  ========  ========  ========
 Earnings per common
  share (1):
  Basic................. $   0.36  $   0.46  $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted............... $   0.35  $   0.44  $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
 Weighted average common
  shares:
  Basic.................   64,034    61,676    60,419    60,714    60,171    60,343    59,501
  Diluted...............   65,396    63,504    62,238    61,458    62,121    61,413    64,376
</TABLE>

<TABLE>
<CAPTION>
                                                           February 28, 2000
                                                        -----------------------
                                                         Actual  As Adjusted(2)
                                                        -------- --------------
<S>                                                     <C>      <C>
Consolidated Balance Sheet Data:
 Cash and cash equivalents............................. $ 25,029    $114,029
 Working capital.......................................   69,504     158,504
 Total assets..........................................  266,540     355,540
 Long-term debt and capital lease obligations,
  excluding current maturities.........................   50,770      17,770
 Total liabilities and minority interest...............  123,571      85,571
 Shareholders' equity..................................  142,969     269,969
</TABLE>
--------
(1)  Net income and per share figures exclude loss from discontinued operations
     of $1,503,000, or $0.02 per share diluted, in fiscal 1995 and income from
     discontinued operations of $455,000, or $0.01 per share diluted, in fiscal
     1996.
(2)  As adjusted to reflect the sale of 8,600,000 common shares by us offered
     in this prospectus at an assumed offering price of $16.00 per share,
     assuming no exercise of the underwriters' over-allotment option, and the
     application of a portion of the estimated net proceeds, after deducting
     the underwriting discounts and commissions and our estimated offering
     expenses, to repay approximately $38 million of debt. See
     "Capitalization."

                                       6
<PAGE>

                                  RISK FACTORS

   You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common shares.
Investing in our common shares involves a high degree of risk. The risks and
uncertainties described below are not the only ones that we face. Additional
risks and uncertainties not presently known to us or that we currently believe
are immaterial also may impair our business operations. If any of the events
described in the following risks occur, our business, operating results and
financial condition could be significantly harmed. In addition, the trading
price of our common shares could decline due to any of the events described in
these risks, and you may lose all or part of your investment.

Risks related to Entegris.

The semiconductor industry is highly cyclical, and an industry downturn would
harm our operating results.

   Our business depends on the purchasing patterns of semiconductor
manufacturers, which, in turn, depend on the current and anticipated demand for
semiconductors and products utilizing semiconductors. The semiconductor
industry is highly cyclical and historically has experienced periodic
downturns, which often have resulted in decreased expenditures by semiconductor
manufacturers. These downturns, which occurred most recently in 1996 and 1998,
have harmed our sales, gross profits and operating results. Furthermore, even
in periods of reduced demand, we must continue to maintain a satisfactory level
of research and development expenditures and continue to invest in our
infrastructure. We expect the semiconductor industry to continue to be
cyclical. Any future downturns will harm our operating results.

Our revenue and operating results may fluctuate in future periods, which could
harm our share price.

   Our sales and operating results can vary significantly from quarter to
quarter. We anticipate that these fluctuations will continue in the future due
to a variety of factors, many of which are beyond our control. Fluctuations in
our results could cause our share price to decline substantially. We believe
that period-to-period comparisons of our results of operations may not be
meaningful, and you should not rely upon them as indicators of our future
performance. Our sales and operating results in a particular quarter can vary
significantly due to a variety of factors, including the following:

  .  the timing of significant customer orders and customer spending
     patterns;

  .  changes in product mix;

  .  conditions in the semiconductor device, capital equipment and materials
     industries;

  .  competitive pricing pressures;

  .  availability of raw materials;

  .  the announcement of new products, product enhancements and technological
     developments by us and our competitors;

  .  general global economic conditions or economic conditions in a
     particular region; and

  .  costs we may incur if we become involved in future litigation.

   Accordingly, the results of any past period are not necessarily indicative
of the results to be expected in any future period. Further, we base our
current and future expense plans in part on our expectations of our long-term
future revenue. As a result, our expense levels are relatively fixed in the
short-term. An unanticipated decline in revenue in a particular quarter could
disproportionately affect our net income in that quarter. In addition, because
we typically do not have significant backlog, changes in order patterns have a
more immediate impact on our revenues.


                                       7
<PAGE>

Our industry is subject to rapid technological change, and our business may be
harmed if we are unable to successfully identify and develop new products or
respond to technological change.

   The microelectronics industry is subject to rapid technological change,
changing customer requirements and frequent new product introductions. Because
of this, the life cycle of our products is difficult to determine. Our future
success will depend, to a significant extent, on our ability to keep pace with
changes in the market and on our ability to enhance our current products and
introduce new products. For example, we must continue to identify new polymers,
improve our product design and qualify our products with our customers. We
cannot assure you that we will be able to successfully develop and introduce
new products and materials in a timely and cost-effective manner, that any
product enhancements or new products developed by us will gain market
acceptance or that products or technologies developed by others will not make
our products or technologies obsolete or less competitive. If we do not
anticipate or respond adequately to technological developments or customer
requirements, we could become less competitive and our business could be
harmed.

Our dependence on single and limited source suppliers could affect our ability
to manufacture our products.

   We rely on single and limited source suppliers for some of the advanced
polymers that are critical to the manufacturing of our products. At times, we
have experienced a limited supply of some of these polymers, which resulted in
delays and increased costs. An industry-wide increase in demand for these
polymers could affect the ability of our suppliers to provide sufficient
quantities to us. If we are unable to obtain an adequate quantity of such
supplies, our manufacturing operations may be interrupted. Obtaining
alternative sources could result in increased costs and shipping delays, which
could damage our relationships with current and potential customers and harm
our business and results of operations.

   Prices for polymers have varied widely in recent years. Although we have a
long-term contract with a key supplier of polymers, if that supply is
interrupted or our requirements exceed the contracted amounts of such
materials, we could be exposed to higher material costs. An increase in the
price of these materials could harm our operations.

Our success depends upon our ability to attract and retain key personnel.

   Our success depends upon the continued efforts of our senior management team
and our technical, manufacturing, marketing and sales personnel. These
employees may voluntarily terminate their employment with us at any time. Our
success also depends on our ability to attract and retain additional highly
qualified management, manufacturing, technical, marketing and sales personnel.
Competition for such personnel in the technology and semiconductor industries
is particularly intense. Recruiting and hiring employees with the combination
of skills and attributes required to conduct our business is extremely
competitive, time-consuming and expensive.

   Approximately one-third of our work force are participants in our Employee
Stock Ownership Plan, which held 20,385,514 of our common shares as of February
28, 2000. Following termination of employment, participants in the ESOP have
the right, as of the second August 31 following termination, to request
distribution of the Entegris shares allocated to their accounts. In addition,
the ESOP was recently amended to provide that, if this offering is successfully
completed, each ESOP participant may elect to receive an annual "in-service"
distribution of up to 10% of the shares in each of their accounts. The first
opportunity to elect an in-service distribution will be in May 2001. Except for
this annual in-service distribution election and the sale of approximately 12%
of the ESOP shares in this offering, a participant who remains an employee has
no right to control or receive the shares in that participant's account. The
significant value of the ESOP shares and the limited ability to obtain and
control these shares while employed may be important factors that many
employees might consider when determining whether to continue their employment
with us.


                                       8
<PAGE>

   We may not be able to successfully retain existing personnel or identify,
hire and integrate new personnel. If we lose the services of key personnel or
are unable to attract additional qualified personnel, our business, financial
condition and results of operations could be harmed. The U.S. economy's long
period of expansion and high rate of employment have increased the difficulty
of recruiting qualified manufacturing personnel, such as operators of our
manufacturing equipment. If a significant number of manufacturing personnel
were to voluntarily terminate their employment with us, our operations could be
impaired.

We need to successfully manage the anticipated expansion of our operations or
our business may be harmed.

   Consolidations and the expansion of our business have placed and will
continue to place significant demands on our managerial, financial and
technical resources. Entegris resulted from the consolidation in June 1999 of
Fluoroware and Empak, two companies that had been operating independently for
many years prior to the consolidation. Each company had its own business
culture, customers, employees, systems and geographically dispersed operations.
If we fail to successfully complete the integration of Fluoroware and Empak or
effectively manage future expansion, our business and our operating results
could be harmed.

We operate in the highly competitive semiconductor materials management
industry.

   We face substantial competition from a number of companies, some of which
have greater financial, marketing, manufacturing and technical resources. Our
industry is fragmented, but is consolidating. As a result, larger providers of
materials management solutions and products could emerge, with potentially
broader product lines. Larger competitors could spend more on research and
development, which could give those competitors an advantage in meeting
customer demand. We expect that existing and new competitors will improve the
design of their existing products and will introduce new products with enhanced
performance characteristics. The introduction of new products or more efficient
production of existing products by our competitors could increase pricing
pressure on our products. Further, customers continue to demand lower prices,
shorter delivery times and enhanced product capability. If we do not respond
adequately to such pressures, we could lose customers or orders. If we are
unable to compete successfully against our current and future competitors, we
could experience pricing pressures, reduced gross margins and order
cancellations, any one of which would harm our business.

We face manufacturing risks.

   Our manufacturing processes are complex and require the use of expensive and
technologically sophisticated equipment and materials. These processes are
frequently modified to improve manufacturing yields and product quality. We
have on occasion experienced manufacturing difficulties that have delayed our
ability to deliver products within agreed-upon time frames. A number of our
product lines are manufactured at only one or two facilities, and any
disruption could impact our sales until another facility could commence or
expand production of such products.

   Our manufacturing operations are subject to numerous risks, including:

  .  the introduction of impurities in the manufacturing process that could
     lower manufacturing yields and make our products unmarketable;

  .  the costs and demands of managing and coordinating geographically
     diverse manufacturing facilities; and

  .  the disruption of production in one or more facilities as a result of a
     slowdown or shutdown in another facility.


                                       9
<PAGE>

   We could experience these or other manufacturing difficulties, which might
result in a loss of customers and harm our business and results of operations.

Our manufacturing capability depends on our ability to procure and maintain our
capital equipment.

   Internally designing and producing new complex tools or purchasing
additional capital equipment can take several months. If our existing equipment
fails, or we are unable to obtain new equipment quickly enough to satisfy any
increased demand for our products, we may lose sales to competitors. In
particular, we do not maintain duplicate tools for most of our important
products. Fixing or replacing complex tools is time consuming, and we may not
be able to replace a damaged tool in time to meet customer requirements.

Lack of market acceptance of our 300mm products could harm our operating
results.

   The growing trend toward the use of 300mm wafers has contributed to the
increasing complexity of the semiconductor manufacturing process. The greater
diameter of these wafers requires higher tooling costs and presents more
complex handling, storage and transportation challenges. We are making
substantial investments to complete a full line of 300mm wafer manufacturing
and handling products. We cannot assure you that our customers will adopt our
300mm wafer manufacturing and handling product lines. If we are not a leader in
the 300mm market, the market share for our other products could decline. In
addition, if the trend toward 300mm wafer manufacturing does not evolve as we
anticipate, sales of our products for these applications would be minimal and
we might not recover our development costs.

Our management information and financial reporting systems are not fully
integrated and need to be upgraded, which will be costly. If these new systems
are not successfully implemented, our business may be harmed.

   The management information and financial reporting systems that we use in
our day-to-day operations are not fully integrated. We will need to continue to
invest in these systems in order to maintain our current level of business and
accommodate any future growth. We anticipate that the total costs associated
with upgrading and integrating our systems will be approximately $8 to $10
million over the next two to four years. Our failure to successfully upgrade
and integrate our management information and financial reporting systems may
disrupt our business, create inefficiencies due to the lack of centralized
data, result in unnecessarily high levels of inventories, increase expenses
associated with additional employees to compensate for the lack of fully
integrated systems and cause other harmful effects on our business.

We encounter difficulties in soliciting customers of our competitors because
customers tend to standardize procedures and are reluctant to change their
standardized manufacturing processes.

   Once an original equipment manufacturer or a microelectronics manufacturer
has selected particular materials management products, that manufacturer
generally incorporates those products into customized manufacturing procedures,
assuring precise and consistent processing steps. After these procedures have
been established, manufacturers are very reluctant to switch to another
provider of materials management products. Accordingly, it may be difficult to
sell our products to a manufacturer that has already selected a competitor's
products.

We are subject to numerous governmental regulations.

   We are subject to federal, state, local and foreign regulations. Compliance
with future regulations, including environmental regulations in the United
States and abroad, could require us to incur substantial costs. If we do not
comply with current or future regulations, directives and standards:


                                       10
<PAGE>

  .  we could be subject to fines;

  .  our production could be suspended or delivery could be delayed; and

  .  we could be prohibited from offering particular products in specified
     markets.

   Certain of our fluid handling products fall within the scope of U.S. export
licensing regulations pertaining to products that could be used in connection
with chemical weapons processes. These regulations require us to obtain
licenses to ship some of our products to customers in certain countries, and we
routinely apply for and obtain export licenses. The applicable export licensing
regulations frequently change. Moreover, the types and categories of products
that are subject to export licensing are often described in the regulations in
general terms and could be subject to differing interpretations. We are
currently cooperating with the United States Department of Commerce to clarify
our licensing practices and to review our practices with respect to sales of
products to certain countries in recent years. While the Department of Commerce
review is pending, we have been applying for export licenses with respect to
ongoing orders for those same products from customers in the countries that are
the subject of the review, and the Department of Commerce has been granting
licenses for these sales. Nevertheless, the Department of Commerce may
determine that some of our past practices were not in compliance with export
licensing regulations, which could subject us to penalties. Any denial or delay
in the issuance of future export licenses could result in lost sales.

We may face product liability claims which could harm our operating results.

   Our products are used by our customers to handle sensitive, complex and
valuable wafers and semiconductor materials and devices. If our products fail,
these materials could be damaged or contaminated, which could expose us to
product liability claims. Business interruption and personal injury claims are
also possible in the event of a product failure or misapplication of our
product by a customer. In addition, the failure of our chemical delivery
products could subject us to environmental liability claims and a failure of
our custom medical device components could subject us to personal injury
claims. We cannot predict whether our existing insurance coverage limits are
adequate to protect us from any liabilities that we might incur in connection
with the manufacture, sale or use of our products. A successful product
liability claim or series of product liability claims brought against us could
harm our business, operating results and financial condition.

We are dependent on Metron Technology N.V. for a substantial portion of our
sales.

   For the period ended August 31, 1999, we derived 14.3% of our revenues from
customers that purchase our products through Metron Technology N.V., which
distributes our products in parts of Europe, Asia and the United States. Any
negative material event relating to Metron may impact our business. In November
1999, Metron completed an initial public offering and our ownership of Metron
decreased from 32.8% to 20.8%. Although we retain a significant ownership stake
in Metron, we now have less influence on Metron's business and decision making,
and Metron may make decisions regarding the conduct of its business that could
harm us and over which we have no control.

We may not be able to manage our joint ventures effectively.

   We have entered into joint venture agreements intended to complement or
expand our manufacturing and distribution operations in Japan and Korea. The
success of our joint ventures depends in part on our ability to strengthen our
relationships with our joint venture partners. We may not realize the benefits
we anticipated when we entered into these transactions. Any of the foregoing
could harm our business, financial condition and results of operations.

We may make future acquisitions that might dilute our shareholders' equity and
increase our debt.

   We might acquire other businesses, technologies or product lines, although
we currently have no commitments or agreements with respect to any acquisition.
We cannot assure you that we will be able to successfully identify, negotiate
or finance such acquisitions, or integrate such acquisitions within our current
business. If we acquire any other business, we could incur debt, assume
liabilities or issue stock. The issuance of stock would dilute our current
shareholders' percentage ownership.

                                       11
<PAGE>

   Acquisitions could also involve numerous risks, including:

  .  difficulties integrating the purchased operations, technologies or
     products with our existing business and products;

  .  diversion of management's attention from our core business;

  .  harmful effects on relationships with existing and potential suppliers
     and customers;

  .  risks associated with entering markets in which we have limited
     experience; and

  .  potential loss of key employees.

   We may not be able to successfully integrate any business, products,
technologies or personnel that we purchase in the future.

We generally have no long-term contracts with our customers.

   As is typical in our industry, our sales are primarily made on a purchase
order basis and we have few long-term purchase commitments from our customers.
As a result, we rely upon the constant placement of purchase orders for our
products and we cannot predict the level of future sales or commitments from
our current customers.

We may not be able to protect our intellectual property, which may limit our
ability to compete.

   Our success depends in part on our proprietary technology. We attempt to
protect our intellectual property rights primarily through patents, trademarks
and non-disclosure agreements. However, we might not be able to protect some of
our technology, and competitors might be able to develop similar technology
independently. In addition, the laws of certain foreign countries might not
afford our intellectual property the same protection as do the laws of the
United States. The costs of applying for patents in foreign countries and
translating the applications into foreign languages require us to select
carefully the inventions for which we apply for patent protection and the
countries in which we seek such protection. Generally, we have concentrated our
efforts on obtaining international patents in Europe, Japan and Taiwan because
there are competing manufacturers in those countries, as well as current and
potential customers. Our inability or failure to obtain adequate patent
protection in a particular country could harm our ability to compete
effectively in that country. Our patents also might not be sufficiently broad
to protect our technology, and any existing or future patents might be
challenged, invalidated or circumvented. Additionally, our rights under our
patents may not provide competitive advantages.

Litigation may be necessary to defend us against claims of intellectual
property infringement.

   We do not believe that any of our products are infringing any patents or
proprietary rights of others, although infringements may exist or might occur
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. Litigation could result in substantial cost
and diversion of our efforts. Moreover, an adverse determination in any
litigation could cause us to lose proprietary rights, subject us to significant
liabilities to third parties, require us to seek licenses or alternative
technologies from third parties, or prevent us from manufacturing or selling
our products. Any of these events would harm our business, financial condition
and results of operations.

Risks related to our international operations.

An increased concentration of wafer manufacturing in Japan could result in
lower sales of our wafer management and shipping products.

   A large percentage of the world's wafer manufacturing currently takes place
in Japan. Although we have manufacturing and distribution facilities in Japan,
our market share in Japan is low. Unless we expand our operations in Japan,
increased wafer manufacturing in Japan could make it more difficult for us to
maintain our global market share and current sales level of our wafer
management and shipping products. We believe that we must increase our
manufacturing capabilities in Japan in order to improve our market share. We
cannot assure you that we will be able to expand our manufacturing capability
or market share in Japan.

                                       12
<PAGE>

We are dependent upon sales outside the United States.

   International sales accounted for 45.1% of our revenues in fiscal 1998,
47.9% in fiscal 1999 and 55.2% in the six months ended February 28, 2000. We
anticipate that sales outside the United States will continue to be a
significant percentage of our revenues. A significant portion of our revenues
will therefore be subject to risks associated with sales in markets outside the
United States, including:

  .  export controls;

  .  unexpected changes in legal and regulatory requirements and policy
     changes affecting the markets for semiconductor technology;

  .  changes in tariffs, exchange rates and other barriers;

  .  political and economic instability;

  .  difficulties in accounts receivable collection;

  .  difficulties in managing sales representatives or distributors;

  .  difficulties in staffing and managing foreign operations;

  .  difficulties in protecting our intellectual property outside the United
     States;

  .  seasonality of sales; and

  .  potentially adverse tax consequences.

   We cannot predict whether such factors will harm our future sales outside
the United States and, consequently, our business, operating results and
financial condition.

   Taiwan accounts for a growing portion of the world's semiconductor
manufacturing. There are currently strained relations between China and Taiwan.
Any adverse development in those relations could significantly impact the
worldwide production of semiconductors, which would lead to reduced sales of
our products and harm our operating results.

   The value of the U.S. dollar in relation to other currencies may also harm
our sales to customers outside the United States. For the six months ended
February 28, 2000, approximately 22% of our sales revenue was not denominated
in U.S. dollars, which exposes us to currency fluctuations. We intend to expand
internationally, and to the extent that we do so or change our pricing
practices to denominate prices in other currencies, we will be exposed to
increased risks of currency fluctuations as well as the increased risks of
doing business internationally.

Economic difficulties in countries in which we sell our products can lead to a
decrease in demand for our products and harm our financial results.

   The volatility of general economic conditions as well as fluctuations in
currency exchange and interest rates can lead to decreased demand in countries
in which we sell products. For example, in 1997 and 1998, many Asian countries
experienced economic and financial difficulties. During this period, our sales
to customers in Asia declined, which harmed our results of operations.
Moreover, any economic, banking or currency difficulties experienced by
countries in which we have sales may lead to economic recession in those
countries. This in turn could result in a reduction in sales to customers in
these countries, which would harm our results of operations.

Risks related to investing in our initial public offering.

Substantial sales of shares, including shares owned by our employees, may
impact the market price of our common shares.

   If our shareholders sell substantial amounts of our common shares, including
shares issued upon the exercise of outstanding options, the market price of our
common shares may fall. These sales also make it more

                                       13
<PAGE>

difficult for us to sell equity or equity-related securities in the future at a
time and price that we deem appropriate. After completion of this offering, and
after taking into account the redemption of 317,446 common shares in March
2000, we will have 67,003,254 outstanding common shares. All of the shares sold
in this offering will be freely tradable. Of the 58,720,700 common shares
outstanding prior to this offering, 20,385,514 are held by our Employee Stock
Ownership Plan (ESOP). We expect that 57,074,164 shares (including shares held
by the ESOP) will be subject to lock-up arrangements between the shareholders
and us or the underwriters. These shares will be eligible for sale in the
public market 180 days following the date of this prospectus. Of the 57,074,164
shares subject to lock-up arrangements, 6,607,668 will not be subject to volume
limitations under federal securities laws, and 50,466,496 will be subject to
volume limitations. In addition, approximately 4,723,402 of our common shares
are subject to immediately exercisable options, and we expect that none of
these shares will be eligible for sale in the public market until 180 days
following the date of this prospectus. A total of 1,285,374 of our common
shares are available for immediate sale, and an additional 43,716 of our common
shares will be available for sale 90 days from the date of this offering. If
our shareholders sell substantial amounts of common shares (including shares
issued upon the exercise of outstanding options) in the public market, the
market price of our common shares could fall.

   As of February 28, 2000, our ESOP held 20,385,514 common shares or
approximately 34.7% of the shares outstanding before this offering. All shares
in the ESOP are fully allocated to individual accounts of ESOP participants.
All ESOP participants are fully vested in their accounts. The ESOP was recently
amended to provide that, if the offering is successfully completed, each ESOP
participant may elect to receive an annual distribution of up to 10% of the
shares in such participant's account. The first opportunity to elect this "in-
service" distribution will be in May 2001. Participants who are eligible to
receive in-service distributions of shares can elect to have the shares
transferred directly to their IRAs.

   Participants in the ESOP whose employment with us terminates have the right,
as of the second August 31 following termination, to request distribution of
the shares allocated to their accounts. Currently, participants who are no
longer employed by us have the right, subject to lock-up arrangements, to
request distribution of an aggregate of 2,065,209 shares as of August 31, 2000.
Participants are not required to request distributions. A participant whose
account is worth less than $5,000 on the second August 31 after termination of
employment, however, will automatically receive distribution of his or her
shares even if the participant does not request distribution. Participants who
are eligible to receive shares can elect to have the shares transferred
directly to their individual retirement accounts, or IRAs. For a fuller
description of the ESOP, see "Management--Equity and Profit Sharing Plans--
Employee Stock Ownership Plan."

We may need to raise additional capital, and any inability to raise required
funds could harm our business.

   We expect the net proceeds from this offering, cash from operations, and
borrowings under our credit facilities will be sufficient to meet our working
capital and capital expenditure needs for at least the next twelve months.
However, we may need to raise additional capital to acquire or invest in
complementary businesses. Further, if we issue additional equity securities,
the ownership stakes of our existing shareholders would be reduced, and the new
equity securities may have rights, preferences or privileges senior to those of
our existing common shares. If we cannot raise funds, if needed, on acceptable
terms, we may not be able to develop our business, take advantage of future
opportunities, or respond to competitive pressures or unanticipated
requirements, all of which could harm our business and results of operations.

We will have broad discretion as to the use of the offering proceeds.

   We have not allocated the majority of the net proceeds of this offering for
specific uses, and our shareholders may disagree with the way management uses
the proceeds from this offering. We may use a portion of the net proceeds to
acquire additional businesses that we believe will complement or enhance our
current or future business. We cannot, however, be certain that we will be able
to use the proceeds to earn a favorable return.

                                       14
<PAGE>

There is currently no public market for our common shares and, following the
offering, our share price may be volatile.

   There has not been a public market for our common shares prior to this
offering, and a liquid trading market for our shares may not develop following
this offering. The initial price of our common shares to be sold in the
offering has been determined by negotiations between us and the representatives
of the underwriters and may not be indicative of prices that will prevail in
the trading market. The trading price of our common shares could be subject to
wide fluctuations in response to various factors, some of which are beyond our
control, including factors discussed elsewhere in this prospectus and the
following:

  .  failure to meet the published expectations of securities analysts for a
     given quarterly period;

  .  changes in financial estimates by securities analysts;

  .  fluctuations in quarterly results;

  .  changes in market values of comparable companies;

  .  stock market price and volume fluctuations;

  .  additions or departures of key personnel;

  .  commencement of our involvement in litigation; and

  .  announcements by us or our competitors of product enhancements, new
     products, technical innovations, contracts, acquisitions, strategic
     partnerships, joint ventures or capital commitments.

   In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation may result in substantial costs and divert management's
attention and resources, which may harm our business.

New investors in our common shares will experience immediate and substantial
dilution.

   The initial public offering price is substantially higher than the book
value per share of our common shares. Investors purchasing common shares in
this offering, therefore, will incur immediate dilution of $12.11 in net
tangible book value per common share at an assumed initial public offering
price of $16.00 per share. Investors will incur additional dilution upon the
exercise of outstanding share options. See "Dilution."

Antitakeover provisions limit the ability of a person or entity to acquire
control of us.

   Our articles of incorporation and bylaws include provisions that:

  .  provide for a classified board of directors, with each class of
     directors subject to re-election every three years, which limits the
     shareholders' ability to quickly change a majority of the board of
     directors;

  .  impose a 75% shareholder vote requirement to change the maximum number
     of directors;

  .  limit the right of our shareholders to call a special meeting of
     shareholders; and

  .  impose procedural and other requirements that could make it difficult
     for shareholders to effect certain corporate actions.

   In addition, we are subject to the anti-takeover provisions of the Minnesota
Business Corporation Act. Any of these provisions could delay or prevent a
person or entity from acquiring control of us. The effect of these provisions
may be to limit the price that investors are willing to pay in the future for
our securities. These provisions might also discourage potential acquisition
proposals or tender offers, even if the acquisition proposal or tender offer is
at a price above the then current market price for our common shares. For a
fuller description of anti-takeover measures, see "Description of Capital
Shares."

                                       15
<PAGE>

We do not intend to pay dividends.

   We have never declared or paid any cash dividends on our capital shares. In
addition, our loan agreements restrict our ability to pay dividends without the
consent of our lenders. We currently intend to retain any future earnings to
fund the development and growth of our business and, therefore, do not
anticipate paying any cash dividends in the foreseeable future.

                                       16
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   Some of the statements under the captions "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" and elsewhere in this
prospectus are "forward-looking statements." These statements involve known and
unknown risks, uncertainties, and other factors that may cause our, or our
industry's, actual results, levels of activity, performance or achievements to
be significantly different from any future results, levels of activity,
performance or achievements expressed or implied by the forward-looking
statements. These factors are listed under "Risk Factors" and elsewhere in this
prospectus.

   In some cases, you can identify forward-looking statements by terminology
such as "expect," "anticipate," "intend," "may," "should," "plan," "believe,"
"seek," "estimate," "could," "would" or the negative of such terms or other
comparable terminology.

   Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

                                       17
<PAGE>

                                USE OF PROCEEDS

   We expect to receive net proceeds of approximately $127,000,000, after
deducting underwriting discounts and estimated offering expenses, from the sale
of 8,600,000 common shares, and an additional $19,246,800 from the sale of
1,290,000 common shares if the underwriters' over-allotment option is exercised
in full, at an assumed initial public offering price of $16.00 per share. We
will not receive any proceeds from the sale of common shares by the selling
shareholders.

   We intend to use the proceeds of the offering for the retirement of debt,
working capital and general corporate purposes, including sales, marketing,
customer support and other activities related to our business. We will use
approximately $38 million of the proceeds to repay indebtedness owed to ten
lenders under various loan and note agreements and approximately $1.5 million
to pay charges related to such debt reduction. This indebtedness has maturity
dates ranging from 2000 to 2011. This indebteness has a weighted average
interest rate of 8.0%. The indebtedness that we incurred under the loan and
note agreements that we intend to satisfy with offering proceeds was used for
capital expenditures, share redemptions and working capital. We may also use a
portion of the net proceeds for additional capital expenditures, or to acquire
additional businesses that we believe will complement or enhance our current or
future business. However, we have no agreements or commitments to acquire any
business.

   The amounts that we actually expend for working capital and other general
corporate purposes will vary significantly depending on a number of factors,
including future revenue growth, if any, and the amount of cash we generate
from operations. As a result, we will retain broad discretion in the allocation
of the net proceeds of this offering. Pending such uses, we intend to invest
the net proceeds of the initial public offering in investment grade interest-
bearing securities.

                                DIVIDEND POLICY

   We have never declared or paid any cash dividends on our common shares. In
addition, our loan agreements restrict our ability to pay dividends without the
consent of our lenders. We currently intend to retain any future earnings to
fund the development and growth of our business. Therefore, we currently do not
anticipate paying any cash dividends in the foreseeable future.


                                       18
<PAGE>

                                 CAPITALIZATION

   The following table sets forth our capitalization as of February 28, 2000:
(1) on an actual basis; and (2) as adjusted to give effect to the sale of
8,600,000 common shares offered in this offering and to give effect to the
receipt of the estimated net proceeds from the sale of such shares at an
assumed initial public offering price of $16.00 per share and the application
of the net proceeds from such sale.

   The capitalization information set forth in the table below is qualified by,
and you should read it in conjunction with, our more detailed Consolidated
Financial Statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this prospectus.

<TABLE>
<CAPTION>
                                                           February 28, 2000
                                                          ---------------------
                                                           Actual   As Adjusted
                                                          --------  -----------
                                                              (unaudited)
                                                             (in thousands,
                                                           except share data)
<S>                                                       <C>       <C>
Short-term debt (including current portion of long-term
 debt)................................................... $ 16,787   $ 11,787
Long-term debt (excluding current portion)...............   50,770     17,770
Shareholders' equity:
 Common stock, par value $.01 per share; 200,000,000
  shares authorized,
  58,720,700 and 67,320,700 issued and outstanding,
  actual and as adjusted.................................      587        673
Additional paid-in capital...............................   14,853    141,767
Retained earnings........................................  127,759    127,759
Accumulated other comprehensive loss.....................     (230)      (230)
                                                          --------   --------
  Total shareholders' equity.............................  142,969    269,969
                                                          --------   --------
  Total capitalization................................... $210,526   $299,526
                                                          ========   ========
</TABLE>

   This table excludes the following shares as of February 28, 2000:

  .  7,267,936 shares subject to stock options currently outstanding at a
     weighted average exercise price of $3.62 per share;

  .  317,446 shares redeemed in March 2000 from former employees, which had
     been previously distributed by our ESOP and which we were required to
     redeem pursuant to its terms;

  .  24,736 shares issued since February 28, 2000;

  .  6,947,006 common shares reserved for future grant of options under our
     stock option plan and future issuances of stock under our stock purchase
     plan; and

  .  1,290,000 shares that the underwriters may purchase from us to cover
     over-allotments, if any.


                                       19
<PAGE>

                                    DILUTION

   Our tangible book value as of February 28, 2000 was $134,580,000, or
approximately $2.29 per share. Net tangible book value per share represents the
amount of our total assets less total liabilities, divided by the number of
common shares outstanding. Dilution in net tangible book value per share
represents the difference between the amount per share paid by purchasers of
common shares in this offering and the net tangible book value per common share
immediately after the completion of this offering. After giving effect to the
sale of the 8,600,000 common shares in this offering at an assumed initial
public offering price of $16.00 per share and after deducting the estimated
underwriting discounts and commissions and estimated offering expenses payable
by us, our net tangible book value at February 28, 2000 would have been
$261,580,,000, or approximately $3.89 per share. This represents an immediate
increase in net tangible book value of $1.60 per share to existing shareholders
and an immediate dilution in net tangible book value of $12.11 per share to
purchasers of common shares in this offering. The following table illustrates
this dilution on a per share basis:

<TABLE>
<CAPTION>
      Assumed initial public offering price per share.............        $16.00
      <S>                                                           <C>   <C>
       Net tangible book value per share as of February 28, 2000..  $2.29
       Increase in net tangible book value per share attributable
        to new investors..........................................   1.60
                                                                    -----
      Net tangible book value per share after offering............          3.89
                                                                          ------
      Dilution in net tangible book value per share to new
       investors..................................................        $12.11
                                                                          ======
</TABLE>

   The following table sets forth, as of February 28, 2000, after giving effect
to the difference between the number of common shares purchased from us, the
total cash consideration paid and the average price per share paid by existing
holders of common shares and by the new investors, before deducting
underwriting discounts and commissions and estimated offering expenses payable
by us, at an assumed initial public offering price of $16.00 per share:

<TABLE>
<CAPTION>
                                Shares Purchased   Total Consideration    Average
                               ------------------  --------------------    Price
   Name                          Shares   Percent     Amount    Percent  Per Share
   ----                        ---------- -------  ------------ -------  ---------
   <S>                         <C>        <C>      <C>          <C>      <C>
   Existing shareholders...... 63,444,102  88.06%  $ 28,618,000  17.22%   $ 0.45
   New investors..............  8,600,000  11.94    137,600,000  82.78    $16.00
                               ---------- ------   ------------ ------
     Total.................... 72,044,102 100.00%  $166,218,000 100.00%
                               ========== ======   ============ ======
</TABLE>

   This table includes the following shares as of February 28, 2000:

  .  4,723,402 shares subject to exercisable options outstanding at a
     weighted average exercise price of $2.79 per share.

   This table excludes the following shares as of February 28, 2000:

  .  2,028,534 shares subject to unexercisable options outstanding at a
     weighted average exercise price of $3.42 per share; and

  .  6,947,006 additional shares that could be issued under our stock plans,
     and options for the purchase of 516,000 shares granted to employees
     since February 28, 2000.

   The sale of common shares by the selling shareholders in this offering will
reduce the number of common shares held by existing shareholders to 59,044,102,
or approximately 82.0% of the total number of common shares outstanding upon
the closing of this offering, and will increase the number of shares held by
new public investors to 13,000,000, or approximately 18.0% of the total number
of common shares outstanding after this offering.

                                       20
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA

   The consolidated statement of operations data for fiscal 1997, 1998, and
1999, and the consolidated balance sheet data as of August 31, 1998 and August
31, 1999, are derived from and are qualified in their entirety by our audited
consolidated financial statements. The consolidated statement of operations
data for fiscal 1995 and 1996, and the consolidated balance sheet data as of
August 31, 1995, 1996 and 1997, are derived from audited consolidated financial
statements which do not appear in this prospectus. The selected consolidated
statement of operations data for the six month periods ended February 28, 1999
and 2000 and the selected consolidated balance sheet data at February 28, 2000
have been derived from unaudited consolidated financial statements included in
this prospectus. The unaudited consolidated financial statements include, in
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, that management considers necessary for a fair statement of the
results for those periods. The historical results presented below are not
necessarily indicative of the results to be expected for any future periods.
Within the consolidated statement of operations data, net income and per share
figures exclude loss from discontinued operations of $1,503,000, or $0.02 per
share diluted, in fiscal 1995 and income from discontinued operations of
$455,000, or $0.01 per share diluted, in fiscal 1996.

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                 Fiscal Year Ended August 31,                February 28,
                         ------------------------------------------------  ------------------
                           1995      1996      1997      1998      1999      1999      2000
                         --------  --------  --------  --------  --------  --------  --------
                                     (in thousands, except per share data)
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>
Consolidated Statement
 of Operations Data:
 Net sales.............. $193,284  $271,037  $277,290  $266,591  $241,952  $111,590  $156,662
 Cost of sales..........  104,513   149,042   161,732   156,508   148,106    72,026    85,260
                         --------  --------  --------  --------  --------  --------  --------
  Gross profit..........   88,771   121,995   115,558   110,083    93,846    39,564    71,402
 Selling, general and
  administrative
  expenses..............   43,284    62,390    62,384    65,536    64,336    28,896    34,962
 Engineering, research
  and development
  expenses..............    9,776    12,446    17,986    19,912    14,565     7,571     6,234
                         --------  --------  --------  --------  --------  --------  --------
  Operating profit......   35,711    47,158    35,188    24,635    14,945     3,097    30,206
 Interest expense, net..    2,782     4,582     6,652     6,995     5,498     3,040     2,020
 Other (income) expense,
  net...................   (1,010)   (1,396)    2,201      (273)   (1,850)   (1,312)   (6,282)
                         --------  --------  --------  --------  --------  --------  --------
  Income before income
   taxes and other items
   below................   33,939    43,972    26,335    17,913    11,297     1,369    34,468
 Income tax expense.....   12,596    16.109    10,578     4,536     4,380        89    11,589
 Equity in net (income)
  loss of affiliates....   (3,347)   (3,252)   (1,750)      119     1,587     1,196      (582)
 Minority interest in
  subsidiaries' net
  income (loss).........    1,601     2,898       572       176      (399)      (15)      348
                         --------  --------  --------  --------  --------  --------  --------
  Net income............ $ 23,089  $ 28,217  $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                         ========  ========  ========  ========  ========  ========  ========
 Earnings per common
  share:
  Basic................. $   0.36  $   0.46  $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted............... $   0.35  $   0.44  $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
 Weighted average common
  shares:
  Basic.................   64,034    61,676    60,419    60,714    60,171    60,343    59,501
  Diluted...............   65,396    63,504    62,238    61,458    62,121    61,413    64,376
</TABLE>


<TABLE>
<CAPTION>
                                          August 31,
                         -------------------------------------------- February 28,
                           1995     1996     1997     1998     1999       2000
                         -------- -------- -------- -------- -------- ------------
                                              (in thousands)
<S>                      <C>      <C>      <C>      <C>      <C>      <C>
Consolidated Balance
 Sheet Data:
 Cash and cash
  equivalents........... $ 11,084 $ 11,251 $ 11,354 $  8,235 $ 16,411   $ 25,029
 Working capital........   25,450   44,437   50,991   41,777   48,860     69,504
 Total assets...........  160,010  212,865  260,885  252,941  242,064    266,540
 Long-term debt and
  capital lease
  obligations, excluding
  current maturities....   32,735   61,916   75,971   73,242   53,830     50,770
 Total liabilities and
  minority interest.....   93,791  130,162  151,503  134,542  117,381    123,571
 Shareholders' equity...   66,619   82,703  109,382  118,399  124,683    142,969
</TABLE>


                                       21
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The information in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, except for the historical information,
contains forward-looking statements. These statements are subject to risks and
uncertainties. You should not place undo reliance on these forward-looking
statements, as actual results could differ materially. We do not assume any
obligation to publicly release the results of any revision or updates to these
forward-looking statements to reflect future events or unanticipated
occurrences. This discussion and analysis should be read in conjunction with
our consolidated financial statements and the related notes, which are included
elsewhere in this prospectus.

   Our fiscal year is a 52 or 53 week period ending on the last Saturday of
each August. Our last five fiscal years ended on the following dates: August
26, 1995; August 31, 1996; August 30, 1997; August 29, 1998; and August 28,
1999. Fiscal years are identified in this prospectus according to the calendar
year in which they end. For example, the fiscal year ended August 28, 1999 is
referred to as "fiscal 1999." For convenience, the financial information
included in this prospectus has been presented as ending on the last day of the
month.

Overview

   We are a leading provider of critical materials management solutions for the
handling, storage, processing and transportation of material used in the
manufacture of semiconductors. Entegris is the result of the 1999 combination
of Fluoroware and Empak. Building on 34 years of expertise, we provide a
comprehensive portfolio of materials management products that enable our
customers to protect the critical materials used in the semiconductor
manufacturing process.

   In 1966, we began to produce wafer-carrying baskets for the emerging
semiconductor industry. As the semiconductor industry grew, we expanded our
product lines. During the 1970s, we added wafer shipping containers, die trays
and other items to our product portfolio. In the early 1980s, we added disk
shippers and introduced a series of valve, fitting, pipe and tubing products to
manage chemical delivery for our customers. In the mid 1980s, we also
introduced our chemical transport and storage containers that help ensure the
safe delivery of sophisticated chemicals from chemical manufacturers to the
semiconductor manufacturers' point- of-use. In the early 1990s, we developed
and acquired the technology to manufacture JEDEC/Matrix trays used for testing
and packaging finished integrated circuits. In recent years, we have continued
to broaden our product offerings in response to the trend toward increased size
and complexity of wafers. In October 1999, we acquired a computerized polymer
machining business that we utilize to produce machined products for chemical
delivery applications.

   A significant portion of our net sales are to customers outside the United
States. International sales have always been important for us, and have been
increasingly so, as the semiconductor industry has grown over the past three
decades. We began to manufacture our products in overseas facilities starting
with Japan in 1985. Today, we operate manufacturing facilities in Germany,
Japan, Korea and Malaysia, while continuing to export from the United States.
We also maintain a network of over 117 sales and support offices to service
customers on a worldwide basis. International sales accounted for 43.6% of
sales in fiscal 1997, 45.1% of sales in fiscal 1998, 47.9% of sales in fiscal
1999 and 55.2% for the six month period ended February 28, 2000.

   We derive our revenue from the sale of products to the microelectronics
industry and recognize revenue upon the shipment of such goods to customers.
Our costs of goods sold include polymers, manufacturing personnel, supplies and
fixed costs related to depreciation and operation of facilities and equipment.
Our customers consist primarily of semiconductor manufacturers and
semiconductor equipment and materials suppliers. We serve our customers through
various subsidiaries and sales and distribution relationships in the United
States, Asia and Europe.

   Our results in fiscal 1998 and 1999 were affected by downturns in the
semiconductor industry. During this time, we made significant investments in
capacity expansion. In 1998, in response to the downturn in the semiconductor
industry, we reduced personnel and variable expenses, and consolidated
manufacturing

                                       22
<PAGE>

operations. In the second half of calendar 1999, the semiconductor industry
began to recover from the downturn. This recovery has led to improved net sales
and profitability.

   Entegris was incorporated in June 1999 to effect the business combination of
Fluoroware and Empak. We issued common stock in exchange for 100% of the
outstanding shares of both Fluoroware, which began operating in 1966, and
Empak, which began business in 1980. Accordingly, the historical financial
statements of Entegris are shown to include the historical accounts and results
of operations of Fluoroware and Empak and their respective subsidiaries, as if
the business combination had existed for all periods presented.

Results of Operations

   The following table sets forth the relationship between various components
of operations, stated as a percentage of net sales, for each of the periods
indicated. Our historical financial data for fiscal 1997, 1998 and 1999 were
derived from, and should be read in conjunction with, our audited consolidated
financial statements and the related notes included elsewhere in this
prospectus. The historical financial data for the six month periods ended
February 28, 1999 and February 28, 2000 were derived from our unaudited
consolidated financial statements which, in the opinion of management, reflect
all adjustments necessary for the fair presentation of the financial condition
and results of operations for such periods.

<TABLE>
<CAPTION>
                                                                Six Months
                                          Fiscal Year Ended        Ended
                                             August 31,        February 28,
                                          -------------------  --------------
                                          1997   1998   1999    1999    2000
                                          -----  -----  -----  ------  ------
                                             (percentage of net sales)
<S>                                       <C>    <C>    <C>    <C>     <C>
Net sales................................ 100.0% 100.0% 100.0%  100.0%  100.0%
Cost of sales............................  58.3   58.7   61.2    64.5    54.4
                                          -----  -----  -----  ------  ------
Gross profit.............................  41.7   41.3   38.8    35.5    45.6
Selling, general and administrative
 expenses................................  22.5   24.6   26.6    25.9    22.3
Engineering, research and development
 expenses................................   6.5    7.5    6.0     6.8     4.0
                                          -----  -----  -----  ------  ------
Operating profit.........................  12.7    9.2    6.2     2.8    19.3
Interest expense, net....................   2.4    2.6    2.3     2.7     1.3
Other (income) expense, net..............   0.8   (0.1)  (0.8)   (1.2)   (4.0)
                                          -----  -----  -----  ------  ------
Income before income taxes and other
 items...................................   9.5    6.7    4.7     1.2    22.0
Income tax expense.......................   3.8    1.7    1.8     0.1     7.4
Equity in net (income) loss of
 affiliates..............................  (0.6)    --     .7     1.1    (0.4)
Minority interest........................   0.2    0.1   (0.2)     --     0.2
                                          -----  -----  -----  ------  ------
Net income...............................   6.1%   4.9%   2.4%    0.1%   14.8%
                                          =====  =====  =====  ======  ======
</TABLE>

Six Months Ended February 28, 2000 Compared to Six Months Ended February 28,
1999

   Net sales. Net sales increased $45.1 million, or 40.4%, to $156.7 million in
the six months ended February 28, 2000, compared to $111.6 million in the
comparable period in fiscal 1999. The improvement reflected the increase in
product sales associated with the recovery in the semiconductor industry that
began in the second half of fiscal 1999. Revenue gains were recorded in all
geographic regions and across all product lines.

   Gross profit. Gross profit in the six months ended February 28, 2000
increased by $31.8 million to $71.4 million, an increase of 80.5% over the
$39.6 million reported in the comparable period in fiscal 1999. Gross margin
for the first two quarters of fiscal 2000 improved to 45.6% compared to 35.5%
for the fiscal 1999 period. The improvements in the fiscal 2000 period
reflected the improved utilization of our production capacity associated with
the higher sales levels noted above, a more favorable product mix and the
benefits of integrating various elements of our manufacturing operations. Gross
margin and gross profit improvements were reported by both domestic and
international operations.


                                       23
<PAGE>

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased $6.0 million, or 20.8%, to $34.9 million in
the first six months of fiscal 2000 from $28.9 million in fiscal 1999. The
increase was due to higher commissions and incentive compensation as well as
increased expenditures for personnel and information systems. Selling, general
and administrative costs, as a percentage of net sales, decreased to 22.3% from
25.9% primarily due to increased net sales.

   Engineering, research and development expenses. Engineering, research and
development expenses decreased $1.3 million, or 17.0%, to $6.3 million in the
six months ended February 28, 2000 from $7.6 million in the comparable period
in fiscal 1999. The decrease was due to lower personnel costs reflecting
headcount reductions in the six month period ended February 28, 1999, as well
as reduced product sampling and development expenditures. Engineering, research
and development costs, as a percentage of net sales, decreased to 4.0% from
6.8% due to both increased net sales and reduced costs.

   Interest expense, net. Net interest expense decreased 33.6% to $2.0 million
in the first half of fiscal 2000 compared to $3.0 million in the comparable
period a year ago. The decrease reflected the elimination of domestic credit
line borrowings and the short-term investment of available cash balances.

   Other (income) expense, net. Other income was $6.3 million in the first six
months of fiscal 2000 compared to other income of $1.3 million in the
comparable fiscal 1999 period. The change was primarily due to the $5.5 million
gain recognized on the sale of approximately 612,000 shares of stock of Metron
in its initial public offering in November 1999. Other income in the first half
of fiscal 2000 also included gains from foreign exchange translation and the
sale of property and equipment.

   Income tax expense. Income tax expense of $11.6 million was significantly
higher in the first half of fiscal 2000 compared to $89,000 in income tax
expense reported for the first six months of fiscal 1999, primarily reflecting
significantly higher income. Our effective tax rate of 33.6% in the fiscal 2000
period compared to 6.5% for the same period in fiscal 1999.

   Equity in net (income) loss of affiliates. Our equity in the net income of
affiliates was $0.6 million in the six months ended February 28, 2000. Our
equity in the net loss of affiliates was $1.2 million in the comparable period
a year earlier. This improvement primarily reflects the operating results of
Metron, which reflected many of the same improved industry conditions affecting
our results.

   Net income. Net income increased to $23.1 million in the six months ended
February 28, 2000, compared to net income of $0.1 million in the first half of
fiscal 1999.

Fiscal Year Ended August 31, 1999 Compared to Fiscal Year Ended August 31, 1998

   Net sales. Net sales decreased $24.6 million, or 9.2%, to $242.0 million in
fiscal 1999 from $266.6 million in fiscal 1998. The revenue decline was
primarily associated with the slowdown experienced in the semiconductor
industry and reflected lower sales in all major product lines and geographic
areas, primarily in the United States.

   Gross profit. Gross profit in fiscal 1999 declined by $16.2 million to $93.8
million, a decrease of 14.7% from $110.1 million in fiscal 1998. Gross margin
for fiscal 1999 decreased to 38.8% compared to 41.3% in fiscal 1998. The
primary factor underlying the gross margin decline was the reduced utilization
of our production capacity resulting from lower sales levels in fiscal 1999, as
well as a less favorable product mix. A moderate expansion in production
capacity also contributed to the drop in gross margin.

   Selling, general and administrative expenses. Selling, general and
administrative expenses decreased $1.2 million, or 1.8%, to $64.3 million in
fiscal 1999 from $65.5 million in fiscal 1998. Fiscal 1999 costs included
expenses of $5.4 million associated with the business combination of Fluoroware
and Empak and higher information systems costs. These increases were offset by
improvements related to headcount reductions

                                       24
<PAGE>

and lower incentive compensation. Selling, general and administrative costs, as
a percentage of net sales, increased to 26.6% from 24.6% primarily due to the
decline in net sales and one-time business combination expenses.

   Engineering, research and development expenses. Engineering, research and
development expenses decreased $5.3 million, or 26.9%, to $14.6 million in
fiscal 1999 from $19.9 million in fiscal 1998. The decrease was due to lower
personnel costs associated with personnel reductions related to the
semiconductor downturn, as well as reduced product sampling and development
expenditures. Engineering, research and development costs, as a percentage of
net sales, decreased to 6.0% from 7.5% due to both increased net sales and
reduced costs.

   Interest expense, net. Net interest expense decreased 21.4% to $5.5 million
in fiscal 1999 compared to $7.0 million in fiscal 1998. The decrease reflected
reduced borrowings.

   Other (income) expense, net. Other income was $1.9 million in fiscal 1999
compared to $0.3 million in fiscal 1998. The increase primarily reflected a
$2.0 million difference in foreign currency translation gains.

   Income tax expense. Income tax expense decreased slightly in fiscal 1999
compared to fiscal 1998. Our effective tax rate was 38.8% in fiscal 1999
compared to 25.3% in fiscal 1998, which reflected the benefit of tax deductions
related to international operations not recognized in prior years.

   Equity in net (income) loss of affiliates. Our equity in the net loss of
affiliates was $1.6 million in fiscal 1999 compared to $0.1 million in fiscal
1998. This decline reflects the operating results of Metron, which reflected
many of the same declining industry conditions affecting our results.

   Net income. Net income decreased $7.4 million, or 56.2%, to $5.7 million in
fiscal 1999 from $13.1 million in fiscal 1998.

Fiscal Year Ended August 31, 1998 Compared to Fiscal Year Ended August 31, 1997

   Net sales. Net sales decreased $10.7 million, or 3.9%, to $266.6 million in
fiscal 1998 from $277.3 million in fiscal 1997. The revenue decline reflected
the slowdown experienced in the semiconductor industry in 1998, particularly
affecting product sales in the second half of the year. We experienced lower
sales in the United States and Asia, which was partly offset by increased sales
in Europe. All major product lines were affected.

   Gross profit. Gross profit in fiscal 1998 decreased by $5.5 million to
$110.1 million, a decrease of 4.7% from $115.6 million in fiscal 1997. Gross
margin for fiscal 1998 was 41.3% of net sales compared to 41.7% in fiscal 1997.
The primary factor underlying the slight gross margin decline was the reduced
utilization of our production capacity occurring in the second half of fiscal
1998 due to the reduced level of sales and severance costs associated with the
reduction in manufacturing personnel which took place in fiscal 1998. An
expansion in production capacity in Asia and Europe also contributed to the
decrease in gross margin.

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased $3.2 million, or 5.1%, to $65.5 million in
fiscal 1998 from $62.4 million in fiscal 1997. Higher information systems
expenses and severance costs accounted for the increase. Selling, general and
administrative costs, as a percentage of net sales, increased to 24.6% from
22.5%, reflecting both the increased costs and lower net sales.

   Engineering, research and development expenses. Engineering, research and
development expenses increased $1.9 million, or 10.7%, to $19.9 million in
fiscal 1998 from $18.0 million in fiscal 1997. The increase reflected higher
personnel, product sampling and development costs. Engineering, research and
development costs, as a percentage of net sales, increased to 7.5% from 6.5%,
reflecting both the increased costs and lower net sales.

                                       25
<PAGE>

   Interest expense, net. Our net interest expense rose slightly to $7.0
million in fiscal 1998 compared to $6.7 million in fiscal 1997. The increase
reflected an increased level of average outstanding borrowings.

   Other (income) expense, net. Other income was $0.3 million in fiscal 1998
compared to other expense of $2.2 million in fiscal 1997. The increase
reflected lower foreign currency translation losses in fiscal 1998 and $1.2
million in gains on property and equipment sales in fiscal 1998.

   Income tax expense. Our effective income tax rate was 25.3% in fiscal 1998
compared to 40.2% in fiscal 1997. The lower rate in fiscal 1998 primarily
reflected the benefit of tax deductions related to international operations not
recognized in prior years.

   Equity in net (income) loss of affiliates. Our equity in the net loss of
affiliates was $0.1 million in fiscal 1998, compared to equity in net income of
affiliates of $1.8 million in fiscal 1997. This decrease reflected the
operating results of Metron, which reflected many of the same declining
industry conditions affecting our operating results.

   Net income. Net income decreased $3.9 million, or 22.8%, to $13.1 million in
fiscal 1998 from $16.9 million in fiscal 1997.

Quarterly Results of Operations

   The following tables present consolidated statements of operations data in
dollars and as a percentage of net sales for the six quarters ended February
28, 2000. In management's opinion, this unaudited information has been prepared
on the same basis as our audited consolidated financial statements appearing
elsewhere in this prospectus. All adjustments which management considers
necessary for the fair presentation of the unaudited information have been
included in the quarters presented. The results for any quarter are not
necessarily indicative of the results to be expected for the entire year or any
future period. For example, our results were positively affected in the first
quarter of fiscal 2000 by the $5.4 million gain recognized on the sale of
approximately 612,000 of Metron stock in its initial public offering in
November 1999.

<TABLE>
<CAPTION>
                                Fiscal Year 1999              Fiscal Year 2000
                         -----------------------------------  -----------------
Statement of Operations    Q1        Q2       Q3       Q4       Q1        Q2
Data:                    -------   -------  -------  -------  -------  --------
<S>                      <C>       <C>      <C>      <C>      <C>      <C>
Net sales............... $51,467   $60,124  $60,585  $69,777  $71,816  $ 84,846
                         -------   -------  -------  -------  -------  --------
Gross profit............  17,091    22,473   24,737   29,545   31,784    39,618
Selling, general and
 administrative
 expenses...............  14,110    14,786   13,897   21,543   15,366    19,596
Engineering, research
 and development
 expenses...............   4,379     3,192    3,345    3,649    3,288     2,946
                         -------   -------  -------  -------  -------  --------
Operating profit
 (loss).................  (1,389)    4,495    7,496    4,353   13,130    17,076
                         -------   -------  -------  -------  -------  --------
Net income (loss)....... $(1,650)  $ 1,750  $ 2,433  $ 3,197  $12,045  $ 11,068
                         =======   =======  =======  =======  =======  ========
<CAPTION>
Percentage of Net Sales    Q1        Q2       Q3       Q4       Q1        Q2
Data:                    -------   -------  -------  -------  -------  --------
<S>                      <C>       <C>      <C>      <C>      <C>      <C>
Net sales...............   100.0 %   100.0%   100.0%   100.0%   100.0%    100.0%
                         -------   -------  -------  -------  -------  --------
Gross profit............    33.2      37.4     40.8     42.3     44.3      46.7
Selling, general and
 administrative
 expenses...............    27.4      24.6     22.9     30.9     21.4      23.1
Engineering, research
 and development
 expenses...............     8.5       5.3      5.5      5.2      4.6       3.5
                         -------   -------  -------  -------  -------  --------
Operating profit
 (loss).................    (2.7)%     7.5%    12.4%     6.2%    18.3%     20.1%
                         -------   -------  -------  -------  -------  --------
Net income (loss).......    (3.2)%     2.9%     4.0%     4.6%    16.8%     13.0%
                         =======   =======  =======  =======  =======  ========
</TABLE>

   Over the past six quarters, we have generally reported improved net sales
and net income. These results reflect improved conditions in the semiconductor
industry and increased sales of all product lines. Gross profits have increased
throughout fiscal 1999 and into fiscal 2000 due to higher sales, improved
utilization of our product capacity and a more favorable product sales mix.
Selling, general and administrative expenses were impacted in the quarter ended
August 1999 by $5.4 million associated with the business combination. Many of
our customers have upgraded their facilities in the second quarter of fiscal
2000, which resulted in a significant increase in the sale of wafer management
products. We expect a charge of approximately $1.5 million in the fourth

                                       26
<PAGE>

quarter of fiscal 2000 due to the early extinguishments of a portion of our
long-term debt, which will be possible due to the proceeds of our initial
public offering.

   Our quarterly results of operations have been, and will likely continue to
be, subject to significant fluctuations due to a variety of factors, including,
among others:

  . economic conditions in the semiconductor industry;

  . size, timing and shipment of customer orders;

  .  timing of announcements or introductions by us or our competitors of
     product upgrades or enhancements;

  . exchange rate fluctuations;

  . price competition;

  .  our ability to design, introduce and manufacture new products on a cost
     effective and timely basis; and

  . other factors, a number of which are beyond our control.

Liquidity and Capital Resources

   We have historically financed our operations and capital requirements
through cash flow from operating activities, long-term loans, and lease
financing (some of which are secured by property and equipment) and borrowings
under domestic and international short-term lines of credit.

   Operating activities. Cash flow provided by operations for the six month
period ended February 28, 1999 was $13.3 million and for the six-month period
ended February 28, 2000 was $24.2 million. The increase was primarily due to
increased net income partly offset by higher working capital required to fund
increased accounts receivable levels.

   Cash flow provided by operating activities totaled $43.4 million in fiscal
1999, $45.9 million in fiscal 1998 and $28.5 million in fiscal 1997. Net income
and noncash charges primarily accounted for the cash flow generated by
operations. Fiscal 1998 and 1999 operating cash flows also benefited from
reductions in working capital, while increases in working capital reduced the
cash flow from operations in fiscal 1997.

   Investing activities. Cash flow used in investing activities was $4.7
million for the six-month period ended February 28, 1999 and $3.5 million for
the six-month period ended February 28, 2000. Acquisitions of property and
equipment totalled $5.2 million for the six-month period ended February 28,
1999 and $7.3 million for the six-month period ended February 28, 2000.
Significant capital expenditures in fiscal 2000 include additions of
manufacturing equipment and the upgrading of information systems throughout the
organization.

   Cash flow used in investing activities totaled $46.3 million in fiscal 1997,
$34.0 million in fiscal 1998 and $9.3 million in fiscal 1999. Acquisitions of
property and equipment totaled $44.9 million in fiscal 1997, $33.5 million in
fiscal 1998 and $10.1 million in fiscal 1999. Most of our capital expenditures
are for new facilities, manufacturing equipment and computer and communications
equipment. We continue to upgrade and integrate our management information and
financial reporting systems. We plan capital expenditures of approximately $20
million during 2000.

   Financing activities. Financing activities in the six months ended February
28, 1999 used cash of $12.9 million and in the six months ended February 28,
2000 used $12.0 million, as we eliminated our use of domestic short-term
borrowings and made scheduled payments on our long-term borrowing and capital
lease obligations. In the six months ended February 28, 2000 we also used $8.3
million to redeem shares of common stock.

                                       27
<PAGE>

   Cash provided by financing activities totaled $17.9 million in fiscal 1997,
while cash used by financing activities was $14.9 million in fiscal 1998 and
$27.1 million in fiscal 1999. In fiscal 1997, new borrowings exceeded payments
on existing debt by $19.7 million. This increase in debt was required because
cash flow from operating activities was not adequate to cover the high level of
investing activities taking place that year. In fiscal 1998 and fiscal 1999, we
were able to pay down outstanding debt with cash flow from operations not used
for investing purposes. We also repurchased common shares for $2.2 million in
fiscal 1997, $2.6 million in fiscal 1998, $1.1 million in fiscal 1999 and $8.3
million in the six months ended February 2000, primarily in connection with the
redemption of common stock from our Employee Stock Ownership Plan.

   Our sources of available funds as of February 28, 2000 were comprised of
$25.0 million in cash and cash equivalents and credit facilities. We have
unsecured revolving commitments with two commercial banks with aggregate
borrowing capacity of $30.0 million, with no borrowings outstanding at February
28, 2000. We also have lines of credit, equivalent to an aggregate $12.0
million with six international banks, which provide for borrowings of Deutsche
marks, Malaysia ringgits and Japanese yen for our overseas subsidiaries.
Borrowings outstanding on these lines of credit were $8.0 million at February
28, 2000.

   We believe that our cash and cash equivalents, cash flow from operations and
available credit facilities, together with the proceeds of the public offering,
will be sufficient to meet our working capital and investing requirements for
the next twelve months. However, our future growth, including potential
acquisitions, may require additional funding, and from time to time we may need
to raise capital through additional equity or debt financing. If we were unable
to obtain this additional funding, we might have to curtail our expansion or
acquisition plans. There can be no assurance that any such financing would be
available to us on commercially acceptable terms.

Recently Issued Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, as amended, requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. SFAS No. 133 will be effective
for us beginning in the first quarter of fiscal 2001. We are currently
assessing the impact of SFAS No. 133 on our consolidated financial position,
results of operations and cash flows.

   In December 1999, the Securities and Exchange Commission, or SEC, released
Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain interpretations and practices
followed by the SEC in administering the disclosure requirements of the federal
securities laws in applying generally accepted accounting principles to revenue
recognition in financial statements. We believe this bulletin will not have an
impact on our consolidated financial position, results of operations or cash
flows.

Quantitative and Qualitative Disclosure About Market Risks

   Our principal market risks are sensitivities to interest rates and foreign
currency exchange rates. Our exposure to interest rate fluctuations is not
significant. Most of our outstanding debt at February 28, 2000 carried fixed
rates of interest. All of our short-term investments are debt instruments that
mature in three months or less.

   We use derivative financial instruments to manage foreign currency exchange
rate risk associated with the sale of products from the United States when such
sales are denominated in currencies other than the U.S. dollar. The cash flows
and earnings of our foreign-based operations are subject to fluctuations in
foreign exchange rates. A hypothetical 10% change in the foreign currency
exchange rates would increase or decrease our net income by approximately $2
million.

                                       28
<PAGE>

   Our cash flows and earnings are also subject to fluctuations in foreign
exchange rates due to investments in foreign-based affiliates. Investments in
affiliates include our 20.8% interest in Metron and our 30.0% interest in FJV
(Korea) Ltd. Metron attempts to limit its exposure to changing foreign currency
exchange rates through operational and financial market actions. Products are
sold in a number of countries throughout the world resulting in a diverse
portfolio of transactions denominated in foreign currencies. Metron manages
certain short-term foreign currency exposures by the purchase of forward
contracts to offset the earnings and cash flow impact of foreign currency
denominated receivables and payables.

   Our investment in Metron is accounted for by the equity method of accounting
and has a carrying value on the balance sheet of approximately $13.3 million.
The fair value of Metron is subject to stock market fluctuations. Based on the
closing stock price of Metron on February 28, 2000, the fair value of our
investment in Metron was approximately $65.2 million.

Impact of Inflation

   Our financial statements are prepared on a historical cost basis, which does
not completely account for the effects of inflation. However, since the cost of
about three-quarters of our inventories is determined using the last-in, first-
out (LIFO) method of accounting, cost of sales, except for depreciation expense
included therein, generally reflects current costs. The cost of polymers, our
primary raw material, was essentially unchanged from a year ago. We expect the
cost of resins to remain stable in the foreseeable future. Labor costs,
including taxes and fringe benefits, rose modestly in fiscal 1999, and a
moderate increase also can be reasonably anticipated for fiscal 2000.


                                       29
<PAGE>

                                    BUSINESS

Overview

   We are a leading provider of materials management solutions to the
microelectronics industry including, in particular, the semiconductor
manufacturing and disk manufacturing markets. Our materials management
solutions for the semiconductor industry assure the integrity of materials as
they are handled, stored, processed and transported throughout the
semiconductor manufacturing process, from raw silicon wafer manufacturing to
packaging of completed integrated circuits. These solutions enable our
customers to protect their investment in work-in-process and finished devices
by facilitating the safe handling, purity and precision processing of the
critical materials used in their manufacturing process.

   With over 10,000 standard and customized products, we believe we provide the
most comprehensive portfolio of materials management products to the
microelectronics industry. Our materials management products, such as wafer
shippers, wafer transport and process carriers, pods and work-in-process boxes,
preserve the integrity of wafers as they are transported from wafer
manufacturers to semiconductor manufacturers, processed into finished wafers
and integrated circuits and subsequently tested, assembled and packaged. We
also provide chemical delivery products, such as valves, fittings, tubing, pipe
and containers, that assure the consistent and safe delivery and storage of
sophisticated chemicals between chemical manufacturers and semiconductor
manufacturers' point-of-use.

   We sell our products worldwide to over 1,000 customers, who represent a
broad base of leading suppliers to the microelectronics industry. Our customers
in the semiconductor industry include wafer manufacturers, chemical suppliers,
equipment manufacturers, device manufacturers and assemblers. Our semiconductor
customers include Amkor/Anam, Applied Materials, Arch Chemicals, IBM, Infineon,
Intel, Texas Instruments and TSMC. Our customers in data storage manufacturing
include HMT, IBM, Komag and Seagate Technology. International sales represented
approximately 45.1% of our sales in fiscal 1998, 47.9% of our sales in fiscal
1999 and 55.2% of our sales in the six months ended February 28, 2000. We
provide our customers with a worldwide network of sales and support personnel,
which enable us to offer local service to our global customer base and assure
the timely and cost-effective delivery of our products.

Industry Background

   Semiconductors, or integrated circuits, are the building blocks of today's
electronics and the backbone of the information age. The market for
semiconductors has grown significantly over the past several years. This trend
is expected to continue due to rapid growth in Internet usage and the
continuing demand for applications in data processing, wireless communications,
broadband infrastructure, personal computers, handheld electronic devices and
other consumer electronics. As integrated circuit performance has increased and
the size and cost have decreased, the use of semiconductors in these
applications has grown significantly. According to the Semiconductor Industry
Association, or SIA, worldwide semiconductor revenues grew by 14.7% in 1999 to
$144.1 billion, and is expected to grow at a compound annual growth rate of
17.5% over the next three years to $233.6 billion in 2002.

   The semiconductor materials industry is comprised of a wide variety of
materials and consumables that are used throughout the semiconductor production
process. The extensive and complex process of turning bare silicon wafers into
finished integrated circuits is dependent upon a variety of materials used
repeatedly throughout the manufacturing process, such as silicon, chemicals,
gases and metals. The handling of these materials during the integrated circuit
manufacturing process requires the use of a variety of products, such as wafer
shippers, wafer transport and process carriers, fluid and gas handling
components and integrated circuit trays. Semiconductor unit volume is the
primary driver of the demand for these materials and products because they are
used or consumed throughout the production process and many are replenished or
replaced on a regular basis. While influenced by capacity expansion, the
semiconductor materials and materials management industries are less cyclical
than the semiconductor capital equipment industries.

                                       30
<PAGE>

   Semiconductor Manufacturing Process

   Semiconductor manufacturing is highly complex and consists of two principal
segments: front-end and back-end processes. The front-end process begins with
the delivery of raw wafers from wafer manufacturers to semiconductor
manufacturers. After the wafers are shipped to semiconductor manufacturers,
they are processed into finished wafers. During the front-end process, raw
wafers undergo a series of highly complex and sensitive manufacturing steps,
during which a variety of materials, including chemicals and gases, are
introduced. Once the front-end manufacturing process is completed, finished
wafers are transferred to back-end manufacturers or assemblers. The back-end
semiconductor manufacturing process consists of test, assembly and packaging of
finished wafers into integrated circuits. Materials management products, such
as wafer shippers, wafer transport and process carriers, fluid and gas handling
components and integrated circuit trays, facilitate the storage, transport,
processing and protection of wafers through these front-end and back-end
manufacturing steps. Semiconductor manufacturing has become more complex in
recent years as new technologies have been introduced to enhance device
performance and as larger wafer sizes have been introduced to increase
production efficiencies. Increased processing complexity adds significantly to
the cost of constructing and equipping a wafer manufacturing facility, or fab,
which can now exceed $2 billion.

   As a result of the growing cost and complexity of manufacturing integrated
circuits, semiconductor manufacturers have increasingly focused on improving
productivity in their manufacturing facilities. In the 1970s, yield management
techniques such as process monitoring and in-line testing were introduced to
the semiconductor manufacturing process. These techniques were widely adopted
in the 1980s and 1990s. Automation was introduced to semiconductor
manufacturing facilities in the 1980s in an effort to improve efficiency.
Because of the widespread use of these technologies, significant productivity
gains have already been realized.

   Materials Management Focus

   In an effort to realize continued productivity gains, semiconductor
manufacturers have become increasingly focused on materials management
solutions that enable them to safely store, handle, process and transport
materials throughout the manufacturing process to minimize the potential for
damage or degradation to their materials and to protect their investment in
processed wafers. Wafer processing can involve as many as 500 steps and take up
to six weeks. As a result, a batch of 25 fully processed wafers can cost more
than $1 million. Since significant value is added to the wafer during each
successive manufacturing step, it is essential that the wafer be handled
carefully and precisely to minimize damage. In addition, materials handling
products must meet exact specifications each and every time or valuable wafers
can be damaged. For example, in the case of wafer carriers, precise wafer
positioning, highly reliable and predictable cassette interface dimensions and
advanced materials are crucial. The failure to prevent damage to wafers can
severely impact integrated circuit performance, render an integrated circuit
inoperable or disrupt manufacturing operations. Thus, semiconductor
manufacturers are seeking to:

  .  minimize contamination--semiconductor processing is now so sensitive
     that ionic contamination in certain processing chemicals is measured in
     parts per trillion;

  .  protect semiconductor devices from electrostatic discharge and shock;

  .  avoid process interruptions;

  .  prevent damage or abrasion to wafers and materials during automated
     processing caused by contact with other materials or equipment;

  .  prevent damage due to abrasion or vibration of work-in-process and
     finished goods during transportation to and from customer and supplier
     facilities; and

  .  eliminate the dangers associated with handling toxic chemicals--
     according to Rose Associates, the semiconductor industry will use over
     100 million gallons of extremely corrosive chemicals in 2000 alone.

                                       31
<PAGE>

   The importance of efficiently managing materials throughout the
manufacturing process and the need to protect wafers have been officially
recognized by the Semiconductor Equipment and Materials International (SEMI)
organization, a leading industry trade organization. SEMI has included the need
to eliminate these risks in SEMI's official standards publication.

   The need for efficient and reliable materials management is particularly
important as new materials are introduced and as 300mm semiconductor wafer
manufacturing becomes a more prevalent manufacturing technology. These trends
will present new and increasingly difficult shipping, transport, process and
storage challenges.

   The semiconductor materials industry and the materials management industry
are highly fragmented and are served by a variety of providers, consisting of
divisions within large corporations and smaller companies that target niche
markets or specific geographic regions. Semiconductor manufacturers require
materials management providers that demonstrate a deep knowledge of materials
management and semiconductor manufacturing, have a track record of reliability,
offer a broad product line and have the ability to support and service customer
needs worldwide.

The Entegris Solution

   We are a leading provider of materials management solutions that assure the
integrity of materials as they are handled, stored, processed and transported
throughout the semiconductor manufacturing process, from raw silicon wafers to
completed integrated circuits. Among other things, our comprehensive portfolio
of products enable:

  .  secure transport of materials, including chemicals and raw silicon
     wafers, from suppliers to the fab;

  .  storage, handling and transport of wafers throughout fab processing;

  .  storage, mixing and distribution of chemicals throughout fab processing;

  .  delivery of finished wafers to test, assembly and packaging facilities;
     and

  .  safe handling of integrated circuit packages and bare die at the test,
     assembly and packaging facilities.

We also apply our materials integrity expertise within other markets in the
microelectronics industry, such as the data storage market.

   Our customers benefit from our comprehensive product line, advanced
manufacturing capabilities, extensive polymer expertise, industry and
applications knowledge and worldwide infrastructure.

   Comprehensive Product Line

   With over 10,000 products, we believe that we offer the broadest product
offering of materials management solutions for the microelectronics
manufacturing industry. In the last eighteen months, we have released more than
100 new products, including front opening unified pods, or FOUPs, and 500
derivative products. In the semiconductor industry, we offer products to ship,
process, test and store wafers before, during and after the integrated circuit
manufacturing process. We also offer a complete product line to transport,
process, store and ship chemicals used in the semiconductor manufacturing
process. In the data storage market, we offer a broad range of products to
transport and handle magnetic hard disk drives, read/write heads and optical
and compact disks.

                                       32
<PAGE>

   Advanced Manufacturing Capabilities

   We have a wide range of advanced polymer manufacturing capabilities that use
a variety of mold designs to produce high precision products, often in
cleanroom facilities. Our polymer capabilities include injection molding,
rotational molding, blow molding, extrusion, machining, welding and flaring,
sheet lining, over-molding, insert molding and prototyping. These capabilities,
coupled with our strengths in advanced tool design and mold-making, high volume
manufacturing, quality assurance and polymer reclaiming, enable us to be a
leader in our markets.

   Extensive Polymer Expertise

   We have extensive research experience with the advanced polymer materials
used in our products, including material evaluation, analytical chemistry,
polymer blending and quality assurance techniques. We understand the properties
of these advanced polymers, how they interact with other materials used in the
semiconductor manufacturing process and how they address the varying conditions
of the manufacturing process.

   Industry and Applications Knowledge

   Throughout our 34-year history, we have worked closely with semiconductor
and hard disk drive manufacturers and materials suppliers to accumulate
considerable insight into the increasingly complex manufacturing requirements
of the semiconductor and data storage markets. This insight allows us to more
effectively target our research and development toward products that satisfy
our customers' manufacturing requirements. Our industry knowledge encompasses
expertise in contamination control, electrostatic discharge protection and
cleanroom manufacturing, which has enabled us to serve as a leader in
developing industry standards. Our ability to characterize and test products
allows us to understand the interaction of our products with wafers in our
customers' manufacturing process in order to ensure superior performance while
reducing the risk of damage.

   Worldwide Infrastructure

   Our worldwide infrastructure positions us in every major region of the world
where semiconductor manufacturing takes place. Our manufacturing operations and
support offices in the United States, Europe and Asia enable us to offer local
service, the timely and cost-effective delivery of our products and the
capacity to meet customer requirements. We offer customer service 24 hours a
day, 7 days a week.

Entegris' Strategy

   Our objective is to build upon our leadership in materials management
solutions for semiconductor device, equipment and materials suppliers, as well
as apply our expertise to the growing materials management needs of other
markets. The key elements of our strategy to achieve this objective are:

   Expand Technological Leadership

   Since our inception, we have been an innovator in materials management
solutions for the semiconductor industry. For example, our chemical delivery
product line represents a number of industry firsts, including: the first
perfluoroalkoxy, or PFA, fusion-bonded piping; the first valves with no metal
parts in the fluid stream; the first nonmetallic capacitive sensors to
successfully perform in harsh environments at high temperatures; and the first
pinch valve. Additionally, we are a leading designer and manufacturer of 300mm
materials management solutions with products such as FOUPs, and reduced-pitch
front opening shipping boxes, or FOSBs. We will continue to expand the scope of
our technology leadership by identifying viable new polymers for materials
management applications, developing innovative product designs and advanced
processes for molding difficult materials and aiding the industry in
establishing manufacturing standards for materials management products.

                                       33
<PAGE>

   Broaden Product Offering

   Although we offer a comprehensive line of more than 10,000 products, we
believe that there is significant potential for sales of new products and
solutions in the semiconductor and data storage markets and within the broader
microelectronics industry including, among others:

  .  new products and solutions for the emerging 300mm wafer market;

  .  upgrading 200mm fabs with new and improved products;

  .  new products and solutions to store, mix, handle and transport ultra-
     pure and corrosive chemicals used in the semiconductor manufacturing
     process; and

  .  new products and solutions in the area of testing, storing and shipping
     finished integrated circuits.

We are committed to developing new products through both internal research and
development and strategic acquisitions.

   Enhance Relationships with Customers and Suppliers

   For over three decades, we have cultivated our relationships with our key
customers and suppliers. We work closely with our customers during the
engineering and design phase to identify and respond to their requests for
future generation products. For example, our application engineers work closely
with key original equipment manufacturers, or OEMs, to assure that our products
are designed to interface smoothly with their equipment. In addition, we enjoy
long-standing collaborative relationships with key suppliers, which provide us
with technical information and access to new or improved materials. We will
continue to emphasize these collaborative relationships with customers and
suppliers in order to develop new and enhanced products.

   Expand in Japan

   We believe that further penetration of the Japanese market is critical to
our growth. Five of the world's seven largest wafer manufacturers are
headquartered in Japan. We have maintained a manufacturing and sales presence
in Japan since the 1970s through licensing arrangements, joint venture
injection molding operations and a joint venture sales company, which has
allowed us to develop strategic relationships and an understanding of the
Japanese market. To increase our presence in Japan, we intend to expand our
local manufacturing operations, introduce new products, expand our marketing
initiatives and pursue strategic acquisitions.

   Pursue Selective Acquisitions

   We intend to pursue selective acquisitions to complement our growth. Our
goal is to acquire businesses that will strengthen our position in our targeted
markets, enhance our technology base, increase our manufacturing capability and
our product offerings and expand our geographic presence. Expanding our
business in key market segments could strengthen our presence with existing
customers and provide access to new customers who seek a global service
provider for their materials management needs.

   Expand into New Industries

   We believe that our materials management expertise can be applied outside
the microelectronics industry to a variety of industries that use sophisticated
manufacturing processes and have critical materials management needs. For
example, in the biopharmaceutical industry, we are seeking to apply our
expertise to live bacteria drug manufacturing, which is a metal-sensitive
process enabled by our polymer expertise and products. We are also pursuing
other growth opportunities in the chemical processing and medical device
markets.

                                       34
<PAGE>

Markets and Products

   With over 10,000 standard and customized products, we believe that we
provide the most comprehensive portfolio of materials management solutions to
the microelectronics industry. Our product lines address both the semiconductor
and the data storage manufacturing markets. During the front-end semiconductor
manufacturing process, we provide materials management products and services
that preserve the integrity of wafers as they travel from wafer manufacturers
to semiconductor manufacturers. As the wafers are subsequently processed, we
provide wafer transport products that reliably interface with automated
processing equipment. We also provide products that safely deliver processing
chemicals from chemical manufacturers to containers at the fab and then from
containers to process equipment within the fab. During the back-end
semiconductor manufacturing process, we provide products that transport and
handle completed integrated circuits during testing, assembly and packaging.
Furthermore, we provide products that prevent degradation and damage to
magnetic hard disk drives and read/write heads as they are processed and
shipped.

                                       35
<PAGE>

   The following table summarizes the breadth of our materials management
product offerings.

                      Representative   Product               Enabling
Process               Products         Description           Function
-------               --------------   -----------           --------
MICROELECTRONICS
Semiconductor
  Front-End:
    Wafer Manu-       o Ultrapak(R)    Transport and storage Preserves the
    facturing         o Crystalpak(R)  products and systems  integrity of raw
                      o FabFit300(TM)  for 100, 125, 150,    wafers during
                                       200 and 300mm         shipment from
                                       raw wafers            wafer manufacturers
                                                             to semiconductor
                                                             manufacturers
    Wafer Handling    o KA250(R)       Pods, carriers and    Holds and positions
                      o F300 FOUP      work-in-process       wafers during
                                       boxes for 100, 125,   processing
                                       150, 200, and 300mm   including precise
                                       process wafers        interfaces with
                                                             automation and
                                                             manufacturing
                                                             equipment
    Chemical Delivery o Valves:        High purity           Provides consistent
                        Integra(R),    corrosion resistant   and safe delivery
                        Dymak(R),      fluid handling        of sophisticated
                        Accuflo(TM)    components for        chemicals from
                      o Fittings:      chemical transport    chemical manu-
                        Flaretek(R),   and bulk storage      facturers to semi-
                        Galtek(R),                           conductor manufac-
                        Quikgrip(R)                          turers' point-of-
                      o Tubing:                              use
                        FluoroLine(R)
                      o Pipes:
                        PUREBOND(R)
                      o Containers:
                        FluoroPure(R)
  Back-End:
    Test, Assembly
    and Packaging     o 1120/1144 Bare Transport, handling   Preserves the
                        Die Trays      and storage systems   integrity of wafers
                      o JEDEC/Matrix   for wafer, bare die,  and die during
                        Trays          single die, in        transportation to
                                       process die, and      back-end opera-
                                       packaged die          tions by avoiding
                                                             electrostatic
                                                             discharge and
                                                             contamination
Microelectronics
  Disk Manu-          o Disk Shipper   Trays and carriers    Prevents degrada-
  facturing           o Read/Write     for read/write and    tion and damage to
                        Head Trays     disk processing and   critical data
                                       shipping in all       storage components
                                       sizes and
                                       substrates
OTHER
  Biopharmaceutical,
    Tele-
    communications,
    Medical and Other o Cynergy(R)     Wide variety of       Enables new
                      o Filter Housing custom designed       technologies and
                        and Components and molded products   applications such
                      o Micro-molded   for use in high       as live bacteria
                        Parts          technology            manufacturing tech-
                                       applications          niques and minia-
                                       including fluid       turization for
                                       transfer and          telecommunications
                                       sophisticated
                                       medical devices

                                       36
<PAGE>

   Semiconductor Manufacturing: Front-End

   Wafer Manufacturing Products. We are a leading provider of critical shipping
products that preserve the integrity of raw silicon wafers as they are
transported from wafer manufacturers to semiconductor manufacturers. We lead
the market with our extensive, high volume line of UltraPak(R) and
CrystalPak(R) products which are supplied to wafer manufacturers in a full
range of sizes covering 100, 125, 150 and 200mm wafers. The UltraPak(R) was
first introduced in the mid 1980s. It is made of a proprietary blend of
polypropylene and is the market leader in wafer shipping boxes. The
CrystalPak(R) was introduced in the early 1990s as a reusable wafer shipping
box and is made of a proprietary blend of polycarbonate. Continuing our
technological leadership in the market, we offer the FabFit300(TM) for the
transportation and automated interface of 300mm wafers. We offer a complete
shipping system, including both wafer shipping containers as well as secondary
packaging that provide another level of protection for wafers. This 300mm wafer
system reduces the cleaning, shipping and storage costs for semiconductor
manufacturers and allows them to optimize the use of their premium cleanroom
space.

   Wafer Handling Products. We believe that we are a market leader in wafer
handling products. We offer a wide variety of products that hold and position
wafers as they travel to and from each piece of equipment used in the automated
manufacturing process. These specialized carriers provide precise wafer
positioning, wafer protection and highly reliable and predictable cassette
interfaces in automated fabs. Semiconductor manufacturers rely on our products
to improve yields by protecting wafers from abrasion, degradation and
contamination during the manufacturing process. We provide standard and
customized products that meet the full spectrum of industry standards and
customers' wafer handling needs including FOUPs, wafer transport and process
carriers, pods and work-in-process boxes. To meet our customers' varying wafer
processing and transport needs, we offer wafer carriers in a variety of
materials and in sizes ranging from 100mm through 300mm.

   Chemical Delivery Products. Chemicals spend most of their time in contact
with fluid storage and management distribution systems, so it is critical for
fluid storage and handling components to resist these chemicals and avoid
contributing contaminants to the fluid stream. We offer chemical delivery
products that allow the consistent and safe delivery of sophisticated chemicals
from the chemical manufacturer to the point-of-use in the semiconductor fab.
Most of these products are made from perfluoroalkoxy or PFA, a fluoropolymer
resin widely used in the industry because of its high purity and inertness to
chemicals. The innovative design and reliable performance of our products and
systems under the most stringent of process conditions has made us a recognized
leader in high purity fluid transfer products and systems.

   Both semiconductor manufacturers and semiconductor OEMs use our chemical
delivery products and systems. Our comprehensive product line provides our
customers with a single source provider for their chemical storage and
management needs throughout the manufacturing process.

   Our chemical delivery products include:

  .  Valves. We offer the Integra(R), Dymak(R) and Accuflo(TM) valves, each
     of which were first in their respective applications. Our Integra(R)
     valve was the first to feature no external metal parts, which can
     corrode and pose a safety hazard when managing aggressive chemicals. Our
     Dymak(R) valve is the first PFA pinch valve designed for chemical
     mechanical polishing, or CMP, slurries, bulk chemical distribution and
     other high flow applications. The all-PFA pinch element allows greater
     resistance to chemical corrosion and offers lower particle generation
     than competing valves. Our Accuflo(TM) metering valve is the first to be
     molded entirely from PFA, which provides enhanced control for a broad
     range of applications.

  .  Fittings. We provide fittings that have become the industry standard for
     high purity chemical resistance. We offer three styles of fittings:
     Flaretek(R), Quikgrip(R) and Galtek(R) fittings. Our Flaretek(R)
     fittings feature a flare design that combines leak-free performance with
     minimum dead volume. All of the wetted surfaces of our fittings products
     are Teflon(R) PFA, chosen for its resistance to corrosion and wear in
     the semiconductor processing environment. Our Quikgrip(R) fitting has a
     gripper design that

                                       37
<PAGE>

   features easy, user-friendly assembly. Additionally, our Galtek(R)
   fittings represent the industry's first all PFA fitting featuring an
   integral ferrule design for strength along with chemical resistance
   features.

  .  Tubing. We offer three grades of FluoroLine(R) PFA tubing, which address
     our customers' needs ranging from industrial to ultra high purity
     applications.

  .  Pipe. Our PUREBOND(R) fusable piping components provide leak-free piping
     systems by fusion bonding over rigid pipe and components. Our patented
     method for joining PFA components allows flexibility of design and
     assembly of fluid delivery systems. We offer many component
     configuration sizes ranging from 1/4 inch to 2 inch inner diameters,
     meeting a wide range of customer design requirements.

  .  Chemical Containers. We offer a broad spectrum of chemical transport and
     storage containers that help ensure the safe delivery of sophisticated
     chemicals from chemical manufacturers to the semiconductor
     manufacturers' point-of-use. Our containers are well suited for the
     microelectronics industry because they help minimize contamination of
     chemicals to concentrations of parts per billion and parts per trillion.
     Our sheet lining process allows us to provide containers for bulk
     chemical storage and shipment of up to 19,000 liters. We offer a wide
     variety of container types including drums, pressure vessels,
     intermediate bulk containers, custom containers and bottles. In
     addition, we provide our patented quick connect system, which enables
     safe, risk-free connections for chemical container change-outs.

  .  Custom Fabricated Products. We offer a wide variety of custom-molded,
     welded or fabricated fluid products, including custom valves, fittings,
     filter housings, caps, closures, flanges and tanks. We manufacture these
     custom products to meet stringent standards of consistency and safety by
     offering a variety of high performance, chemically resistant materials.

   Semiconductor Manufacturing: Back-End

   Test, Assembly and Packaging Products. Rapidly changing packaging
strategies for semiconductor applications are creating new materials
management challenges for back-end manufacturers. We offer chip and matrix
trays as well as shippers and carriers for thinned wafers, bare die handling
and integrated circuits. Our materials management products are compatible with
industry standards and available in a wide range of sizes with various feature
sets. Our standard trays offer dimensional stability and permanent
electrostatic discharge protection. Our trays also offer a number of features
including custom designs to minimize die movement and contact, shelves and
pedestals to minimize direct die contact, special pocket features to handle
various surface finishes to eliminate die sticking and other features for
automated or manual die placement and removal. In addition, we support our
product line with a full range of accessories to address specific needs such
as static control, cleaning, chip washing and other related materials
management requirements. To better address this market, we have established
ictray.com, a website which allows new and existing customers to select from
our full range of standard and custom integrated circuit trays.

   Hard Disk Drive Manufacturing

   Disk Manufacturing Products. Like the semiconductor industry, the data
storage market continues to face new challenges and deploy new technologies at
an accelerating rate. We provide materials management products and solutions
to manage two critical sectors of this industry: magnetic disks and the
read/write heads used to read and write today's higher density disks. Because
both of these hard disk drive components are instrumental in the transition to
more powerful storage solutions, we offer products that carefully protect and
maintain the integrity of these components during their processing, storage
and shipment. Our product offerings for magnetic hard disk drives include hard
disk drive process carriers, boxes, packages and tools, as well as hard disk
drive shippers for aluminum and other disk substrates. Our optical hard disk
drive products include stamper cases, process carriers, boxes and glass master
carriers. Our read/write head products include transport trays, carriers,
handles, boxes, individual disk substrate packages and accessories.


                                      38
<PAGE>

   Other Industries

   We offer our extensive polymer molding expertise to customers outside the
microelectronics industry, such as the biopharmaceutical, medical and
telecommunications industries. We work with our customers in these industries
to develop specialized components and assemblies that meet their stringent
specifications for close tolerances and cleanliness. We offer a wide variety of
services and capabilities to these customers, including materials research,
parts design, mold design and manufacturing, molding, assembly and final test
services.

Customers

   We have over 1,000 customers in North America, Europe and Asia, including
every major semiconductor manufacturer in the world. No single end-customer
accounts for over 5% of our sales. We provide products and solutions primarily
to semiconductor manufacturers and semiconductor equipment manufacturers,
chemical materials suppliers and data storage manufacturers. The following
table sets forth a list of major customers in each of the markets in which we
operate.

           Semiconductor Wafer                    Microelectronics and
              Manufacturing                      Semiconductor Materials
------------------------------------------     -----------------------------
Mitsubishi Silicon        Sumitomo Metals      Arch Chemicals      Millipore
MEMC                      Wacker Siltronic     Ashland             Pall
Shin Etsu Handotai (SEH)                       BOC Edwards


                 Semiconductor Device Manufacturing and Assembly
--------------------------------------------------------------------------------
  AMD                Hitachi         LG International       Samsung
  Amkor/Anam         Intel           Micron Technology      STMicroelectronics
  ASE Test           IBM             Motorola               Texas Instruments
  Carsem             Infineon        NEC                    TSMC
  Fujitsu            Lucent          Philips                UMC


   Semiconductor Equipment Manufacturing           Data Storage Manufacturing
-------------------------------------------     --------------------------------
Applied Materials   SCP Global Technologies     Fujitsu       Komag
FSI International                               Hoya          MMC
                                                HMT           Seagate Technology
                                                IBM


                      Custom Products for Other Industries
                      ------------------------------------
                      ADC Telecom               Guidant
                      Boston Scientific         Medtronic
                      Ericsson

Sales and Marketing

   We market and sell our products on a worldwide basis through a network of
direct sales personnel, commissioned sales representatives and stocking
distributors. Our sales and marketing initiatives in Japan are coordinated
through the sales office of Fluoroware Valqua Japan, our majority owned
subsidiary. Metron, a global distributor of semiconductor products and services
partially owned by Entegris, has broad distribution rights in Europe, and in
portions of the United States and Asia.


                                       39


<PAGE>

   International sales accounted for 45.1% of our revenues in fiscal 1998,
47.9% in fiscal 1999 and 55.2% in the six months ended February 28, 2000. We
support our worldwide sales activities by stocking select products in regional
warehouses, which facilitates rapid response to customers' needs. For example,
Entegris Europe GmbH is a stocking location for distribution throughout Europe.
The worldwide offices of Metron also carry inventories to meet regional demand.

   Direct customer support comes from our five regional service and customer
support offices located in the United States, Germany, Japan, Korea and
Malaysia. We work with each of our regional service and customer support
offices to provide regional marketing support, including public relations,
collateral development and publication, corporate positioning, advertising,
trade show participation and communications. Our marketing groups based in the
United States support our global marketing strategy, e-business and other
initiatives.

Manufacturing

   Our customers rely on our products to assure their materials integrity by
providing dimensional precision and stability, cleanliness and consistent
performance. Our ability to meet our customers' expectations, combined with our
substantial investments in worldwide manufacturing capacity, position us to
respond to the increasing materials management demands of the microelectronics
industry and other industries that require similar levels of materials
integrity.

   To meet our customer needs worldwide, we have established an extensive
global manufacturing network with facilities in the United States, Germany,
Japan, Malaysia and South Korea. Because we work in an industry where
contamination control is paramount, we maintain Class 100 to Class 10,000
cleanrooms for manufacturing and assembly.

   We believe that our worldwide manufacturing operations and our advanced
manufacturing capabilities are important competitive advantages. Our advanced
manufacturing capabilities include:

  .  Injection Molding. Our manufacturing expertise is based on our long
     experience with injection molding. Using molds produced from computer-
     aided processes, our manufacturing technicians utilize specialized
     injection molding equipment and operate within specific protocols and
     procedures established to consistently produce precision products.

  .  Extrusion. Extrusion is the use of heat and force from a screw to melt
     solid polymer pellets in a cylinder and then forcing the resulting melt
     through a die to produce tubing and pipe. We have established
     contamination free on-line laser marking and measurement techniques to
     properly identify products during the extrusion process and ensure
     consistency in overall dimension and wall thicknesses.

  .  Blow Molding. Blow molding consists of the use of heat and force from a
     screw to melt solid polymer pellets in a cylinder and then forcing the
     melt through a die to create a hollow tube. The molten tube is clamped
     in a mold and expanded with pressurized gas until it takes the shape of
     the mold. We utilize advanced three-layer processing to manufacture 55
     gallon drums, leading to cost savings while simultaneously assuring
     durability, strength and purity.

  .  Rotational Molding. Rotational molding is the placing of a solid polymer
     powder in a mold, placing the mold in an oven and rotating the mold on
     two axes so that the melting polymer coats the entire surface of the
     mold. This forms a part in the shape of the mold upon cooling. We use
     rotational molding in manufacturing containers up to 5,000 liters. Our
     rotational molding expertise has provided rapid market access for our
     current fluoropolymer sheet lining manufacturing business.

  .  Sheet Lining. Sheet lining consists of welding thin sheets of polymer
     into a solid lining that conforms to the shape of a large vessel, such
     as a tanker truck. We sheet line stainless steel tanks up to 19,000
     liters in size through a complex adhesive and welding process that
     provides customers with purity and strength for the high volume storage
     and transportation of corrosive chemicals.

                                       40
<PAGE>

  .  Machining. Machining consists of the use of computer controlled
     equipment to create shapes, such as valve bodies, out of solid polymer
     blocks or rods. Our computerized machining capabilities enable speed and
     repeatability in volume manufacturing of our machined products,
     particularly products utilized in chemical delivery applications.

  .  Assembly. We have established protocols, flow charts, work instructions
     and quality assurance procedures to assure proper assembly of component
     parts. The extensive use of robotics throughout our facilities reduces
     labor costs, diminishes the possibility of contamination and assures
     process consistency.

  .  Tool Making. We employ more than 100 toolmakers at three separate
     locations in the United States. Our toolmakers produce the majority of
     the tools we use throughout the world.


   We have made significant investments in systems and equipment to create
innovative products and tool designs. Our pro-engineer CAD equipment allows us
to develop three-dimensional electronic models of desired customer products to
guide design and tool-making activities. Our pro-engineer CAD equipment also
aids in the rapid prototyping of products.

   We also use computer-automated engineering in the context of mold flow
analysis. Beginning with a pro-engineer 3D model, mold flow analysis is used to
visualize and simulate how our molds will fill. The mold flow analysis
techniques cut the time needed to bring a new product to market because of the
reduced need for sampling and development. Also, our pro-engineer CAD equipment
can create a virtual part with specific geometries, which drives subsequent
tool design, tool manufacturing, mold flow analysis and performance simulation.

   In conjunction with our three-dimensional product designs, we use finite
element software to simulate the application of a variety of forces or
pressures to observe what will happen during product use. This analysis helps
us anticipate forces that affect our products under various conditions. The
program also assists our product designers by measuring anticipated stresses
against known material strengths and establishing proper margins of safety.

Engineering, Research and Development

   We devote a significant portion of our financial and human resources to
research and development programs. As of February 28, 2000, we employed
approximately 140 people in our worldwide engineering, research and development
department. Of these, more than 20 work in our materials and product testing
research laboratories, where we conduct general materials research to enhance
current products and strengthen our advanced materials knowledge. The other
engineering, research and development personnel perform product design and
development in response to general market needs as well as specific industry
and customer requests. Increasingly, customers ask us to conduct research and
development to find materials, products and systems that meet their specific
materials handling needs.

   We utilize sophisticated methodologies to develop and characterize our
materials and products. Our materials technology lab is equipped to analyze the
physical, rheological, thermal, chemical and compositional nature of the
polymers we use. Our materials lab includes standard and advanced polymer
analysis equipment such as inductively coupled plasma mass spectrometry
(ICP/MS), inductively coupled plasma atomic emission spectrometry (ICP/AES),
Fourier transform infrared spectroscopy (FTIR) and automated thermal desorption
gas chromatography/mass spectrometry (ATD-GC/MS). This advanced analysis
equipment allows us to detect contaminants in materials that could harm the
semiconductor manufacturing process to levels as low as parts per billion, and
in some cases parts per trillion.


                                       41
<PAGE>

   Our product test lab is equipped to evaluate the functionality, automation
interface capability, particle generation potential and lifetime of our
products. The lab has a number of front-end automated tools to check wafer
handling product interfaces, custom hydraulic and chemical test benches to test
fluid handling components and wafer mapping equipment that can detect sub-
micron particles on wafers up to 300mm in diameter. Our wafer mapping
equipment, along with several liquid particle counters, is housed in a Class 10
cleanroom and is used to determine (and subsequently reduce through product
improvements) the particle generating potential of our products. Minimizing the
particle generation of our products is critical to the success of our
customers' semiconductor manufacturing process.

   Our capabilities to test and characterize our materials and products are
focused on continuously reducing risk to our customers. The majority of our
research laboratories are located at our Chaska, Minnesota and Colorado
Springs, Colorado facilities. We expect that technology and product research
and development will continue to represent an important element in our ability
to develop and characterize our materials and products.

Facilities

   We conduct manufacturing operations in facilities strategically positioned
throughout the world. The table below presents certain information relating to
these manufacturing and related warehouse facilities.


<TABLE>
<CAPTION>
    Facility    Square
    Location    Footage  Type of Ownership           Manufacturing Use

  <C>           <C>     <C>                 <S>
  United States
   Minnesota    712,000 5 facilities owned, Injection Molding, Extrusion, Blow
                        3 facilities leased Molding,
                                            Rotational Molding, Tool Making,
                                            Micro-molding,
                                            Sheet Lining
   Colorado     148,000 1 facility owned,   Injection Molding, Tool Making
                        1 facility leased
   California    30,000 1 facility leased   Custom Manufacturing
   Texas         20,000 1 facility leased   Polymer Reclaiming
  Malaysia      105,000 1 facility owned    Injection Molding
  Korea          78,000 1 facility owned,   Injection Molding, Extrusion, Sheet
                        1 facility leased   Lining
  Germany        44,000 1 facility owned    Injection Molding, Extrusion
  Japan          42,000 1 facility owned    Injection Molding
</TABLE>


Patents and Proprietary Rights

   We rely on patent, copyright, trademark and trade secret laws,
confidentiality agreements and other contractual arrangements with our
employees, strategic partners and others to protect our technology. Our goal is
to obtain intellectual property protection to maintain our position as a leader
in materials management and to give us a competitive advantage in the industry.

   We actively pursue a program of patent applications to seek protection of
technologically sensitive features of our materials management products and
processes. We conduct extensive research on the patentability of our
innovations, the potential infringement on existing patents and the business
value of retaining the information as proprietary knowledge. With this
information, we determine whether to seek a patent, disclose the information
through an industry white paper or maintain the information as a trade secret.
Our patent portfolio

                                       42
<PAGE>

consists of 95 current U.S. patents, which expire from 2000 to 2018, and 31
pending U.S. patent applications. We regularly seek patent protection outside
the United States by filing counterpart applications, principally in Europe,
Southeast Asia and Japan. We also pursue trademark registration of our key
trademarks in the principal countries where we do business.

   The patent position of any manufacturer, including us, is subject to
uncertainties and may involve complex legal and factual issues. Litigation may
be necessary in the future to enforce our patents and other intellectual
property rights or to defend ourselves against claims of infringement or
invalidity. The steps that we have taken in seeking patents and other
intellectual property protections may prove inadequate to deter
misappropriation of our technology and information. In addition, our
competitors may independently develop technologies that are substantially
equivalent or superior to our technology.

Competition

   We face substantial competition from a number of companies, some of which
have greater financial, marketing, manufacturing and technical resources. We
are not aware of any single competitor who offers a comparable breadth of
materials management products and services in the microelectronics industry. We
compete on the basis of our technical expertise, product performance, advanced
manufacturing capabilities, global locations, quality, reliability, established
reputation and customer relationships. We believe that we compete favorably on
the basis of these factors in each of our served markets.

   Our wafer management product line faces competition largely on a product-by-
product basis. We have historically faced significant competition from
companies such as Kakizaki, Sanga Flantek, Dainichi and Asyst Technologies.
These companies compete with us primarily in 200mm and 300mm applications. Our
chemical delivery products also face worldwide competition from companies such
as Furon, Parker, Pillar and Gemu. In assembly, packaging and testing of
semiconductor and data storage applications, we compete with companies such as
Advantek, GEL-Pak, ITW/Camtex, Peak International and 3M. Primary competition
for our wafer shipping containers comes from Japanese companies such as SEP and
Kakizaki. In the disk shipping and bare and packaged die tray markets, we face
competition from regional suppliers.

Employees

   As of February 28, 2000, we had approximately 1,570 full-time employees
throughout the world, including 1,030 in manufacturing, 140 in engineering,
research and development, including custom product development, and 400 in
selling, marketing and general and administrative activities, including
customer service, finance and accounting, information technology, human
resources and corporate management. Of our full-time employees, 1,280 are
located in the United States, 70 are located in Europe and about 220 are
located in Asia. None of our employees are covered by a collective bargaining
arrangement. We consider our relationship with our employees to be good.

Legal Proceedings

   We are not a party to any material pending legal proceedings.


                                       43
<PAGE>

                                   MANAGEMENT

Executive Officers, Directors and Key Personnel

   The following table sets forth certain information with respect to each of
the executive officers and directors of Entegris, as of the date of this
prospectus.

<TABLE>
<CAPTION>
Name                     Age                            Position
----                     ---                            --------
<S>                      <C> <C>
Daniel R.
 Quernemoen(1)..........  69 Chairman of the Board
Stan Geyer(1)...........  51 President, Chief Executive Officer and Director
James E. Dauwalter......  48 Executive Vice President, Chief Operating Officer and Director
John D. Villas..........  41 Chief Financial Officer
James A. Bernards(2)....  53 Vice Chairman and Director
Robert J. Boehlke(2)....  58 Director
Mark A. Bongard.........  35 Director
Delmer M. Jensen(1).....  62 Director
Roger D.
 McDaniel(1)(2).........  61 Director
</TABLE>
--------
(1) Member of the compensation and stock option committee
(2) Member of the audit committee

   Daniel R. Quernemoen has been Chairman of the board of directors of Entegris
since June 1999. Prior to that time, Mr. Quernemoen had been the Chairman of
the board of directors of Fluoroware since August 1987 and a member of its
board since 1970. Mr. Quernemoen was also Chief Executive Officer of Fluoroware
from 1982 to 1996 and President from 1980 to 1982. Mr. Quernemoen is a member
of the board of directors of SEMI and the Wallestad Foundation, a private non-
profit charity.

   Stan Geyer has been President, Chief Executive Officer and a member of the
board of directors of Entegris since June 1999. Prior to that time, Mr. Geyer
had been the President and Chief Executive Officer of Fluoroware since
September 1996 and a member of its board of directors since 1982. Mr. Geyer
also served as Vice President of Marketing and Executive Vice President of
Fluoroware. Mr. Geyer serves on the board of directors of the Wallestad
Foundation.

   James E. Dauwalter has been a director of Entegris since June 1999 and
Executive Vice President and Chief Operating Officer since March 2000. Prior to
that time, Mr. Dauwalter had been a director of Fluoroware since 1982 and also
served as Executive Vice President and Chief Operating Officer of Fluoroware
since September 1996. Mr. Dauwalter serves on the board of the Community Bank
of Chaska, the supervisory board of Metron, an affiliate of Entegris, and the
Wallestad Foundation.

   John D. Villas has been Chief Financial Officer of Entegris since March
2000. Prior to that time, Mr. Villas had been Chief Financial Officer of
Fluroware since November 1997 and Vice President Finance since April 1994. Mr.
Villas joined Fluroware in 1984 as controller and then served as corporate
controller between 1991 and 1994.

   James A. Bernards has been Vice Chairman of the board of Entegris since
March 2000 and a director since June 1999. Mr. Bernards has also been President
of Facilitation, Inc., a provider of business and financial consulting
services, since June 1993. Mr. Bernards was President of the accounting firm of
Stirtz, Bernards & Company from May 1981 to June 1993. Mr. Bernards has been
President of Brightstone Capital, Ltd., a venture capital fund, since 1986. He
is a director of FSI International, Inc., Fieldworks, Inc., Health Fitness
Corporation, August Technology, Inc. and several private companies.

                                       44
<PAGE>

   Robert J. Boehlke has been a director of Entegris since August 1999. Prior
to that time, Mr. Boehlke had been a director of Fluoroware since January 1998.
Mr. Boehlke is Executive Vice President and Chief Financial Officer of KLA-
Tencor Corporation. Mr. Boehlke joined KLA-Tencor in April 1983 as Vice
President. Since 1983, he has served in a number of positions for KLA-Tencor,
including division General Manager, Chief Operating Officer and Chief Financial
Officer. Prior to his employment by KLA-Tencor, Mr. Boehlke was a partner at
the investment banking firm of Kidder, Peabody & Company from 1971 to 1983. He
currently serves on the board of directors of LTX Corporation.

   Mark A. Bongard has been a director of Entegris since June 1999. Mr. Bongard
has been the Chief Executive Officer of Emplast, Inc. since 1996, and Chairman
of its board of directors since 1999. Emplast was formerly a part of Empak, and
all of Emplast's stock is owned by the Estate of WCB Bongard, our largest
shareholder. Prior to being Chief Executive Officer of Emplast, Mr. Bongard
held a number of positions with Empak from 1987 to 1996. Before joining Empak
in 1987, Mr. Bongard was employed by MTE Associates, Inc.

   Delmer M. Jensen has been a director of Entegris since June 1999. Mr. Jensen
was Executive Vice President of Operations of Entegris from June 1999 to March
2000. Prior to that time, he had been Chief Executive Officer of Empak since
1998 and Chief Operating Officer from 1988 to 1997. Mr. Jensen joined Empak in
1988. Prior to 1988, he was employed by Thermotech.

   Roger D. McDaniel has been a director of Entegris since August 1999. Prior
to that time, Mr. McDaniel was a director of Fluoroware since August 1997. From
1989 to August 1996, Mr. McDaniel was the Chief Executive Officer of MEMC, a
silicon wafer producer, and was also a director of MEMC from April 1989 to
March 1997. Mr. McDaniel is a director of Veeco Instruments, Inc., Speedfam-
IPEC, Inc. and Anatel Inc. He is also a director and past Chairman of SEMI.

   Our bylaws provide that the board of directors must consist of no more than
nine directors, and that any increase in the number of directors must be
approved by the affirmative vote of 75% of the votes entitled to be cast at a
shareholders' meeting, unless the increase was approved by a majority of the
board. The board of directors has established the number of directors to serve
on the board at eight. The directors are divided into three classes, designated
as Class I, Class II and Class III, with staggered three-year terms of office.
At each annual meeting of shareholders, directors who are elected to succeed
the class of directors whose terms expired at that meeting will be elected for
three-year terms. Messrs. McDaniel and Boehlke will be up for reelection at the
2001 annual meeting of shareholders, Messrs. Quernemoen, Jensen and Bongard at
the 2002 annual meeting of shareholders, and Messrs. Geyer, Dauwalter and
Bernards at the 2003 annual meeting of shareholders. Vacancies may be filled by
a majority of the directors then in office, and the directors so chosen hold
office until the next election of the class to which such directors belong. All
current directors were previously elected by Entegris' shareholders.

   Pursuant to the Consolidation Agreement among Entegris, Fluoroware and
Empak, dated June 1, 1999, and the related Shareholder Agreements between
Entegris and the Empak and Fluoroware shareholders, the board of directors of
Entegris must consist of up to nine persons: three directors designated by
those persons who were members of Fluoroware's board of directors on June 1,
1999; three directors who are designated by those persons who were members of
Empak's board of directors on June 1, 1999; and up to three independent
directors, who must be appointed by the initial board members of Entegris upon
their mutual agreement. Messrs. Bernards, Bongard and Jensen were designated by
the Empak board and Messrs. Dauwalter, Geyer and Quernemoen were designated by
the Fluoroware board.

Committees Of The Board Of Directors

   The board of directors maintains an audit committee composed of Messrs.
Bernards, Boehlke and McDaniel. The audit committee recommends to the board of
directors the appointment of independent auditors, reviews and approves the
scope of the annual audit and other non-audit services performed by the
independent auditors, reviews the findings and recommendations of the
independent auditors and periodically reviews and approves major accounting
policies and significant internal accounting control procedures.

                                       45
<PAGE>

   The board of directors also maintains a compensation and stock option
committee comprised of Messrs. Quernemoen, Geyer, Jensen and McDaniel. The
compensation and stock option committee reviews and makes recommendations
regarding compensation of officers and directors, administers Entegris' stock
option plans, and reviews major personnel matters.

Compensation Committee Interlocks And Insider Participation

   Messrs. Quernemoen, Geyer, Jensen and McDaniel currently serve on our
compensation and stock option committee. Messrs. Quernemoen, Geyer and Jensen
are executive officers and employee directors of Entegris, Empak and
Fluoroware. Mr. Quernemoen received a promissory note from Fluoroware for
$4,138,379 as consideration for the redemption of 68,950 shares of Fluoroware
common stock. This promissory note bears interest at a rate of 8% per annum and
is payable in equal monthly installments over a 15 year period. Prior to the
formation of our compensation and stock option committee on August 9, 1999, all
decisions regarding executive compensation were made by the full board of
directors. No interlocking relationships exist between the board of directors
or the compensation and stock option committee and the board of directors or
compensation committee of any other company, nor has any interlocking
relationship existed in the past.

Director Compensation

   Each non-employee director of Entegris receives a monthly retainer of $1,000
for their service to the board. Non-employee directors are also entitled to
$500 for every committee meeting that they attend. Entegris also maintains its
Directors' Stock Option Plan (Directors' Plan) which provides that all non-
employee directors receive an option to purchase 15,000 shares of common stock
when they are first elected or appointed to the board, and then options to
purchase 6,000 shares upon each reelection to the board at an annual meeting of
shareholders. At the time of the Directors' Plan adoption in 1999, each non-
employee director of Entegris also received an option to purchase 15,000
shares. Additionally, prior to the consolidation of Empak and Fluoroware,
Fluoroware maintained its 1997 Directors Stock Option Plan and had stock
options outstanding, all of which were converted at the time of the
consolidation into Directors' Plan stock options. As of February 28, 2000,
there were outstanding options to purchase an aggregate of 150,106 shares at a
weighted average exercise price of $4.00 per share.


                                       46
<PAGE>

Executive Compensation

   The following table provides certain summary information concerning the
compensation earned by Entegris' Chief Executive Officer and the four other
most highly compensated executive officers of Entegris for fiscal 1999 whom we
refer to as the Named Executive Officers.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                               Annual
                                          Compensation for
                                           Fiscal 1999(1)
                                         ------------------
                                                                All Other
Name and Position                        Salary($) Bonus($) Compensation($)(2)
-----------------                        --------- -------- ------------------
<S>                                      <C>       <C>      <C>
Daniel R. Quernemoen....................  196,517        0        16,000
 Chairman of the Board
Stan Geyer .............................  250,000   64,000        16,000
 Chief Executive Officer
Delmer M. Jensen........................  250,016  179,500         9,600
 Executive Vice President of Operations
James E. Dauwalter......................  230,000   64,000        16,000
 Executive Vice President and Chief
  Operating Officer
John D. Villas..........................  133,269   41,200        13,313
 Chief Financial Officer
</TABLE>
--------
(1)  None of the perquisites and other benefits paid to any Named Executive
     Officer exceeded the lesser of $50,000 or 10% of the total annual salary
     and bonus amounts received by the Named Executive Officer.
(2) Represents payments made to defined contribution plans.

Options/SAR Grants in the Last Fiscal Year

   There were no options or stock appreciation rights awarded to any of the
Named Executive Officers during fiscal 1999.

Bonus Programs

   We maintain an executive management incentive program providing annual bonus
opportunities for certain qualified employees, including executive officers,
under which such employees may be awarded cash bonuses based upon the
achievement of individual performance criteria established at the beginning of
each year and upon our financial performance. Under this program, an incentive
pool is established at the end of each fiscal year based upon certain financial
criteria for the then ending fiscal year, including sales growth, operating
profit and return on assets. Our executive officers are eligible to receive a
bonus payment of up to 100% of their base salary, up to 65% of which is based
on the incentive pool, and up to 35% of which is based upon the accomplishment
of their individual performance goals established at the beginning of the year.
Other employees who qualify for this bonus program are eligible to receive
lesser percentages of their base salary based upon the same financial and
individual factors. Additionally, for our domestic employees who do not qualify
for this bonus program, we maintain a quarterly incentive plan. The quarterly
incentive plan provides bonuses based upon base salary, depending upon our
domestic operating income results.

   Our bonus programs are administered at the discretion of our board of
directors. Bonuses paid under the executive management incentive program, if
any, are included in the cash compensation table above.

                                       47
<PAGE>

Fiscal Year-End Option/SAR Values

   None of the Named Executive Officers exercised options in the twelve months
ended August 31, 1999. The following table sets forth the number and value of
securities underlying unexercised options held by the Named Executive Officers
at August 31, 1999:

<TABLE>
<CAPTION>
                               Number of Securities
                              Underlying Unexercised     Value of Unexercised
                                  Options/SARs at        In-the-Money Options
                                August 31, 1999(1)       at August 31, 1999(2)
                             ------------------------- -------------------------
Name and Position            Exercisable Unexercisable Exercisable Unexercisable
-----------------            ----------- ------------- ----------- -------------
<S>                          <C>         <C>           <C>         <C>
Daniel R. Quernemoen........    173,688           0      $185,846    $      0
 Chairman of the Board
Stan Geyer..................    358,260     191,058       383,338     204,432
 Chief Executive Officer
Delmer M. Jensen............    274,780           0       747,402           0
 Vice President of
  Operations
James E. Dauwalter..........    349,576     165,004       374,046     176,554
 Executive Vice Pesident and
 Chief Operating Officer
John Villas.................    149,672      95,528       160,149     102,215
 Chief Financial Officer
Totals......................  1,305,976     451,590    $1,850,781    $483,201
</TABLE>
--------
(1) The weighted average exercise price for all options is $2.89 per share.
(2)  The value of unexercised "in-the-money" options is based on the fair
     market value of $4.22 as of August 31, 1999, as determined by the board,
     minus the exercise price, multiplied by the number of shares underlying
     the option.

Equity and Profit Sharing Plans

   Employee Stock Option Plan. The Entegris, Inc. 1999 Long-Term Incentive and
Stock Option Plan (Option Plan) was adopted by the board in August 1999 and
approved by our shareholders in February 2000.

   There are 9,000,000 common shares reserved for issuance under the Option
Plan. Shares subject to awards that have lapsed or terminated without having
been exercised in full may again become available for the grant of awards under
the Option Plan.

   The Option Plan provides for grants of incentive stock options that qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (Code), to
our employees, including officers and employee directors, or the employees of
any of our affiliates. Stock options that do not qualify under section 422 of
the Code, restricted share awards and performance awards may be granted to
employees, including officers, directors of and consultants to Entegris or any
of our affiliates. We will refer to options, restricted share awards and
performance awards under the Option Plan as awards. The Option Plan may be
administered by the board or a committee appointed by the board. After this
offering, the Option Plan will be administered by the compensation and stock
option committee, currently consisting of Messrs. Quernemoen, Geyer, Jensen and
McDaniel. The board or the compensation and stock option committee will have
the authority to determine to whom awards are granted, the terms of such
awards, including the type of awards to be granted, the exercise price, the
number of shares subject to the awards, and the vesting and exercisability of
the awards.

   The term of options granted under the Option Plan generally may not exceed
ten years. The exercise price of incentive stock options granted under the
Option Plan is determined by the board or the compensation and stock option
committee, but cannot be less than 100% of the fair market value of the
underlying common shares on the date of grant.

                                       48
<PAGE>

Other options granted under the Option Plan can be granted at exercise prices
below the fair market value of our common shares. Options granted under the
Option Plan vest at the rate specified in the option agreement. No option may
be transferred by the optionee other than by will or the laws of descent or
distribution.

   No incentive stock options may be granted to any person who, at the time of
the grant, owns, or is deemed to own, shares possessing more than 10% of the
total combined voting power of Entegris or any of our affiliates, unless the
option exercise price is at least 110% of the fair market value of the shares
subject to the option on the date of grant and the term of the option does not
exceed five years from the date of grant. In addition, the aggregate fair
market value, determined at the time of grant, of the common shares underlying
incentive stock options which become exercisable by an optionee during any
calendar year may not exceed $100,000. Any options, or portions thereof, which
exceed this limit are treated as nonqualified stock options.

   As of February 28, 2000, there were 6,386,888 options outstanding under the
Option Plan, held by 169 employees, to purchase shares of Entegris at a
weighted average exercise price of $2.88 per share. The Option Plan will
terminate in August 2009, unless terminated sooner by the board. In addition,
effective March 3, 2000, the board of directors approved additional grants to
52 employees to purchase a total of 516,000 shares of Entegris common stock, at
a price equal to the finally determined price for this offering. On March 13,
2000, the board also approved a "broad-based' option grant covering nearly all
of our U.S. employees. Employees who are eligible as of the date of this
offering will each receive options to purchase 300 shares of common stock at a
price equal to the finally determined price for this offering. The estimated
total shares to be subject to these grants are 390,000.

   Directors' Stock Option Plan. In August 1999, our Board adopted, and in
February 2000, our shareholders approved, the Entegris, Inc. Outside Directors'
Option Plan (Directors' Plan) to provide for the automatic grant of options to
purchase Entegris common shares to directors of Entegris. The Directors' Plan
is administered by our board.

   The aggregate number of common shares that may be issued pursuant to options
granted under the Directors' Plan is 1,000,000. Pursuant to the terms of the
Directors' Plan, each of our directors who was not an employee of Entegris or
one of our affiliates was automatically granted an option to purchase 30,000
common shares on the effective date of the Directors' Plan. The Director's Plan
was amended so that each new director who is not an employee of Entegris will
be granted an option to purchase 15,000 common shares upon their appointment or
election to the board. On the effective date of the Director's Plan, options
under this plan will be issued to replace the then current outstanding options
issued under the Fluoroware, Inc. 1997 Directors Stock Option Plan with
substantially the same terms. In addition, each non-employee director who is
still a director after each annual meeting or regular stockholders' meeting
will be automatically granted an option to purchase 6,000 common shares
immediately after that annual meeting. The exercise price of options under the
Directors' Plan will at least equal the fair market value of our common shares
on the date of grant. No option granted under the Directors' Plan may be
exercised after the expiration of ten years from the date on which it was
granted.

   As of February 28, 2000, there were 150,106 options outstanding to purchase
common shares of Entegris under the Directors' Plan, at a weighted average
exercise price of $4.00 per share. Those shares are held by 4 non- employee
directors of Entegris and 2 former non-employee directors of Fluoroware.

   Employee Stock Purchase Plan. In March 2000, our board adopted, subject to
shareholder approval, the Entegris, Inc. Employees Stock Purchase Plan
(Purchase Plan). A total of 4,000,000 common shares of Entegris have been
reserved for issuance under the Purchase Plan. The Purchase Plan is intended to
qualify as an employee stock purchase plan within the meaning of Section 423 of
the Code.

   The Purchase Plan provides a means by which employees may purchase common
shares of Entegris through payroll deductions. The Purchase Plan is implemented
by offerings of rights to eligible employees. Under the Purchase Plan, the
purchase period is six months, beginning on January 1 and July 1 of each

                                       49
<PAGE>

calendar year, but the first purchase period will commence on the effective
date of this offering. Purchase dates under this Purchase Plan will occur on
the last business day of each purchase period.

   Employees who participate in this Purchase Plan may contribute up to 10% of
their earnings, by having Entegris withhold part of their salary or otherwise.
The amount withheld is then used to purchase common shares of Entegris on
specified purchase dates. The price of common shares of Entegris purchased
under the Purchase Plan will be equal to 85% of the lower of the fair market
value of the common shares on the first business day of the corresponding
purchase period or the fair market value of the common shares on that purchase
date. Employees who become eligible to participate in the Purchase Plan for the
first time during an ongoing offering will be permitted to begin participating
in the Purchase Plan on the day after the next purchase date that occurs under
the offering. The price of common shares of Entegris purchased under the
Purchase Plan for employees who begin participating in the Purchase Plan during
an ongoing offering will be equal to 85% of the lower of the fair market value
of the common shares on the day they begin participating in the Purchase Plan
or the fair market value of the common shares on the relevant purchase date.
Participants in this Purchase plan may reduce the amount withheld from their
pay or stop the withholding altogether at anytime. Participants can also
increase the rate of withholding from their salary, but only on the first day
of any purchase period. Employees' participation in all offerings under this
Purchase Plan will end automatically on termination of their employment.

   Unless otherwise determined by our board, employees are eligible to
participate in the Purchase Plan in any given purchase period only if they are
customarily employed by us or one of our U.S. subsidiaries for at least 20
hours per week and five months per calendar year on the fifteenth day of the
month immediately prior to the first day of a purchase period. No employee
shall be eligible for the grant of any rights under the Purchase Plan if
immediately after such rights are granted, such employee will have voting power
over 5% or more of our outstanding capital shares. Eligible employees may be
granted rights only if the rights, together with any other rights granted under
employee stock purchase plans, do not permit such employees' rights to purchase
shares of Entegris to accrue at a rate which exceeds $25,000 of fair market
value of those shares for each calendar year in which those rights are
outstanding.

   Employee Stock Ownership Plan. The Entegris, Inc. Employee Stock Ownership
Plan (ESOP) is a tax-qualified employee stock ownership plan under Sections
401(a) and 4975(e)(7) of the Code and under Section 407(d)(6) of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The ESOP was
originally established by Fluoroware in 1984 to purchase common stock of
Fluoroware held by Fluoroware's founder, Victor Wallestad. The ESOP purchased
shares from Wallestad in August 1984, and in August 1989 utilizing proceeds
from debt financing secured by the shares purchased. The ESOP serviced the
indebtedness with funds received as discretionary contributions from Fluoroware
and shares were allocated to participant accounts as they were released from
security upon payment of the loan.

   All ESOP loans have been completely paid off since August 1994, and all
shares have been released from the security interest and fully allocated to
participant accounts as of that date. On April 25, 1997, all company
contributions were discontinued and all active participants were vested at
100%. As of June 7, 1999, the ESOP exchanged its shares of Fluoroware for
shares of Entegris in connection with the consolidation of Fluoroware and
Empak. The ESOP invests almost exclusively in Entegris common stock.

   Participants in the ESOP who terminate employment with us have the right to
request distribution of the Entegris shares allocated to their accounts as of
the second August 31 following termination. Participants who terminate
employment on account of death or disability, or upon retirement after age 65
also have the right to request distribution of the Entegris shares allocated to
their accounts as of the first August 31 following termination. A terminated
participant whose accounts are worth less than $5,000 on the second August 31
after termination of employment, however, will automatically receive
distribution of the shares even if the participant does not request
distribution. Participants who are eligible to receive shares can elect to have
the shares transferred directly to their Individual Retirement Accounts (IRAs).

   The ESOP will be selling shares in this offering. In addition, contingent
upon the successful completion of this offering, the ESOP will be amended to
permit each ESOP participant to receive an annual distribution of

                                       50
<PAGE>

up to 10% of the shares in such participant's account. The first opportunity to
elect such "in-service" distribution will be in or about May of 2001. ESOP
participants who are eligible to receive shares from in-service distributions
can elect to have the shares transferred directly to their IRAs.

   As of February 28, 2000, the ESOP held an aggregate of 20,385,514 common
shares.

   Pension Plan. We maintain a defined contribution retirement plan, the
Entegris, Inc. Pension Plan (Pension Plan), that covers eligible employees who
have completed a year of service. The Pension Plan, and the accompanying trust,
are intended to qualify as tax exempt under Sections 401(a) and 501(a) of the
Code. All contributions to the Pension Plan are company contributions, and are
subject to a vesting schedule. The trustee of the Pension Plan, at the
direction of each participant, invests the assets of the Pension Plan in a
number of investment options.

   401(k) Savings and Profit Sharing Plan. In addition to the Pension Plan, we
maintain the Entegris, Inc. 401(k) Savings and Profit Sharing Plan (401(k)
Plan), a defined contribution plan that covers eligible employees. The 401(k)
Plan, and the accompanying trust, are intended to qualify as tax exempt under
Sections 401(a) and 501(a) of the Code. Eligible employees may elect to defer a
percentage of their pre-tax gross compensation in the 401(k) Plan, subject to
the statutory annual limit. The 401(k) Plan provides that we will make matching
contributions on employee deferrals at prescribed levels. Employees are
eligible to defer a portion of their compensation to the 401(k) Plan
immediately upon their hire, but we will not match those contributions until
the employee has completed a year of service with Entegris. Participants are
fully vested in their deferrals and the matching contributions. We may also
make profit sharing contributions to the 401(k) Plan, as determined at the
discretion of our board of directors. Profit sharing contributions, if made,
are subject to a vesting schedule in the accounts of the participants. The
trustee of the 401(k) Plan, at the direction of each participant, invests the
assets of the 401(k) Plan in a number of investment options.

Employment Agreements

   None of the Named Executive Officers are employed pursuant to employment
contracts with Entegris.

Limitation of Liability and Indemnification

   Minnesota law and our articles of incorporation and bylaws provide that we
will, subject to limitations, indemnify any person made or threatened to be
made a party to a proceeding by reason of that person's former or present
official capacity with us. We will indemnify this person against judgments,
penalties, fines, settlements and reasonable expenses, and, subject to
limitations, we will pay or reimburse reasonable expenses before the final
disposition of the proceeding.

   As permitted by Minnesota law, our articles of incorporation provide that
our directors will not be personally liable to us or our shareholders for
monetary damages for a breach of fiduciary duty as a director, subject to the
following exceptions:

  .  any breach of the director's duty of loyalty to us or our shareholders;

  .  acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law;

  .  liability for illegal distributions under section 302A.559 of the
     Minnesota Business Corporation Act or for civil liabilities for state
     securities law violations under section 80A.23 of the Minnesota
     statutes; and

  .  any transaction from which the director derived an improper personal
     benefit.

   Presently, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. We are not aware of any threatened litigation or proceeding that
might result in a claim for indemnification.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling Entegris pursuant to the foregoing provisions, We have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and therefore is unenforceable.

                                       51
<PAGE>

                              CERTAIN TRANSACTIONS

   The following is a description of transactions since September 1, 1996, to
which we or our subsidiaries have been a party, in which the amount involved in
the transaction exceeds $60,000, and in which any of our directors, executive
officers or holders of more than 5% of our capital stock had or will have a
direct or indirect material interest, other than compensation arrangements that
are otherwise required to be described under "Management." We believe that all
of the transactions set forth below were made on terms no less favorable to us
than could have been obtained from unaffiliated third parties.

   Leases. The estate of Wayne C. Bongard is the general partner of County 17,
Chanhassen Partnership; the Waconia Partnership; and the Fleninge Partnership.
The estate of Wayne C. Bongard also controls WCB Holding LLC, a family limited
liability company formed by Wayne C. Bongard, which owns approximately 37% of
the Entegris common shares. Empak, one of our wholly owned subsidiaries, leases
its office and three production facilities from these partnerships or from
Wayne C. Bongard directly on the terms described in the following paragraphs.

   Empak entered into a lease agreement with Fleninge Partnership on June 15,
1993, to lease 4.37 acres of improved commercial real estate, located at 1501
Park Road, in Chanhassen, Minnesota, with an original term from September 1,
1993 to August 31, 2001. This lease is expected to be terminated on or before
May 1, 2000, pursuant to the Real Estate Purchase and Sale Agreement described
in the next subheading. The base rent for such lease is $19,000 per month, to
be adjusted every three years based on the consumer price index.

   Empak also entered into a lease agreement with County 17, Chanhassen
Partnership to lease a 95,000 sq. foot property located at 950 Lake Drive,
Chanhassen, Minnesota with a term of 15 years commencing on December 1, 1989.
The base rent is $37,600 per month and is to be adjusted periodically with
increases tied to the Twin Cities All Urban Wage Earners Cost-Of-Living Index.
This lease gives Empak the option to purchase the leased premises at the end of
the 10th year (1999) and at the end of the 15th year (2004) of the lease at the
fair market value, as determined by an appraisal of a mutually agreed upon
appraiser.

   Empak entered into a lease agreement with Waconia Partnership on March 16,
1987, to lease a property in Waconia, Minnesota, until June 30, 2002. The base
rent was set at $21,791 per month, to be adjusted periodically with increases
tied to the Twin Cities All Urban Wage Earners Cost-Of-Living Index. This lease
also gives Empak the option to purchase the leased premise at the end of the
10th year (1997) and at the end of the 15th year (2002) of the lease at the
fair market value, as determined by an appraisal of a mutually agreed upon
appraiser.

   Finally, Empak entered into a lease agreement with Wayne C. Bongard, now
deceased, on September 22, 1998 to lease a property in Castle Rock, Colorado,
until September 30, 2005. The base rent was set at $25,000 per month or 150% of
the amount of the monthly debt service due and payable by Mr. Bongard on
financing secured by a first lien against that property or any other financing
secured to improve the property, whichever is more. The rent could also be
increased to reflect the then current market rental rates at Mr. Bongard's
option. If Mr. Bongard and Empak disagree on the rental amount, the rental
amount will be determined by a qualified appraiser.

   Under the foregoing agreements, Empak is required to pay, as additional
rent, all real estate taxes, utilities, and other related property expenses.
The additional rent totalled $1,247,000 and $901,000 for fiscal 1999 and fiscal
1998.

   Purchase of Property. Entegris entered into a Real Estate Purchase and Sale
Agreement with Fleninge Partnership on March 15, 2000, to purchase the 4.37
acres of improved commercial real estate and related personal property located
at 1501 Park Road, Chanhassen, Minnesota, which Empak currently leases from the
Fleninge Partnership. The purchase price of the property, which is expected to
be purchased on or before May 1, 2000, is $2,530,000.

                                       52
<PAGE>

   Sublease Agreement. On April 28, 1997, Empak entered into a sublease
agreement with Emplast, Inc. to sublease property located in Chanhassen,
Minnesota to Emplast. Emplast is majority owned by WCB Holding LLC, our largest
shareholder, and Mark A. Bongard, one of our board members, is the Chief
Executive Officer of Emplast. Empak leases this property from County 17,
Chanhassen Partnership, which lease is described above under the subheading
"Leases." The term of the sublease ends on November 30, 2004. The base rent was
set at $550,000 per year from June 1, 1999 to May 31, 2000, and thereafter
increases $50,000 per year until the rental payment reaches the rental payment
paid by Empak for the premises. As of February 28, 2000, Emplast owed Empak
$229,170 under the sublease. This amount is included in prepaid expenses and
other current assets in the accompanying consolidated balance sheets.

   Notes Payable. On April 6, 1992, Empak issued a promissory note for
$6,000,000 in favor of Marubeni America Corporation pursuant to a loan
agreement between the parties, dated the same day, for the purpose of
constructing our Colorado facility. Interest accrues on the promissory note at
a rate of 9.0% per annum. Empak will repay the principal amount of this loan in
96 equal consecutive monthly installments and a final balloon payment of
$3,913,043, payable March 15, 2002. However, Empak has the option of extending
this final balloon payment for an additional period of 15 years. Interest
expense related to this note totaled $204,738 for the six months ended February
28, 2000.

   Fluoroware issued a promissory note on January 5, 1996 in the amount of
$4,138,379 to Daniel R. Quernemoen, Chairman of the Board of Entegris, as
consideration for the redemption of 68,950 shares of Fluoroware common stock.
The note bears interest rate at the rate of 8.0% and is payable in equal
monthly installments of approximately $39,300 until January 5, 2011.

   Notes Receivable. On April 15, 1999, the estate of Wayne C. Bongard executed
a promissory note in the amount of $801,347 payable to Empak, to be repaid in
equal installments over a 36 month period beginning October 15, 2001, at a rate
of interest of 8.0% per annum. At February 28, 2000, the total debt was
$801,347.

   Debt Guarantees. Empak entered into a guaranty agreement with U.S. Bank
National Association (formerly known as First Bank National Association) on
March 1, 1994, to guarantee the obligations of Wayne C. Bongard, now deceased,
under the Loan Agreement by and between Mr. Bongard and U.S. Bank, dated March
1, 1994, related to the facility in Castle Rock, Colorado that is leased by
Empak. This guarantee totals $1,558,500 at February 28, 2000.

   Sales to Minority Stockholder. Prior to this offering, Marubeni Corporation
held 4.15% of our outstanding shares as of February 28, 2000. In the fiscal
year 1999, sales to Marubeni Corporation accounted for 4.9% of our sales. On
December 1, 1999, Entegris and Marubeni Corporation amended their distribution
agreement to reflect the consolidation of Empak and Fluoroware into Entegris.
Pursuant to the terms of the amended agreement, we appointed Marubeni
Corporation as our exclusive distributor to sell certain of our products in
Japan. Marubeni Corporation, as distributor, agreed to use its best efforts to
sell the agreed upon products and spare parts in Japan. Unless the contract is
terminated under specific conditions, the distribution agreement expires on
February 27, 2003. Sales to Marubeni Corporation were $11,960,387 in fiscal
1999. At February 28, 2000 Entegris had receivables from Marubeni Corporation
totaling $7,540,169, which are due under normal trade terms.

   Sales to Affiliated Entities. Entegris currently holds 20.8% of Metron's
outstanding shares, and in fiscal 1999, products distributed by Metron
accounted for 14.3% of our sales. In addition, Mr. Dauwalter, a supervisory
director of Metron, is Executive Vice President, Chief Operation Officer and
Director of Entegris. As a supervisory director of Metron, Mr. Dauwalter
receives yearly option grants. In connection with Mr. Dauwalter's employment
with Entegris, he entered into an agreement pursuant to which he agreed to
exercise his options to purchase common shares of Metron at our request, to
vote the shares received upon exercise of the options as directed by us and to
hold title to these shares only as a nominee on our behalf, without any
beneficial right, ownership, or interest in the shares. In addition, Mr.
Dauwalter agreed to convey

                                       53
<PAGE>

title to the option (if this is permitted by its terms) and any shares received
upon exercise of the option to us or to sell the shares and remit the proceeds
to us upon our request.

   In July 1995, Metron and Fluoroware entered into a distribution agreement.
Subsequent to the consolidation of Empak and Fluoroware to form Entegris and
pursuant to the terms of the agreement, Entegris and Metron agreed that, with
some exceptions, Metron would be the exclusive, independent distributor of some
of Entegris' products in specific countries, primarily in Europe and Asia.
Metron, as distributor, agreed to use its best efforts to sell the agreed upon
products in the designated countries. Unless the contract is terminated under
specific conditions, the contract will remain in place until July 1, 2000, and
is automatically renewed thereafter for additional terms of two years. The
contract can be terminated upon written notification given more than twelve
months prior to the expiration of the applicable term.

   In September of 1997, Fluoroware entered into a distribution agreement with
T.A. Kyser Co., a wholly owned subsidiary of Metron. Pursuant to the terms of
that agreement, Fluoroware and Kyser agreed that Kyser would be stocking
distributor for specific Fluoroware gas and liquid management products in
certain U.S. states. Kyser, as distributor, agreed to use its best efforts to
stock, market and sell products within the states which comprise its territory.
The agreement is for a term of five years, expiring on August 31, 2002, and,
unless either party terminates, the agreement is renewed automatically for
successive five-year terms. Notice of termination must be given one year prior
to the expiration of the term of the agreement for termination without cause.
Termination for cause may occur at any time if specific conditions are met.

   Stock Options. On February 28, 1997, Marubeni America Corporation and
Marubeni Corporation were granted Empak stock options. The grants were
immediately vested and exercisable for ten years. In connection with the
consolidation of Empak and Fluoroware to form Entegris, Marubeni America
Corporation exchanged the Empak option for an option to purchase up to 85,978
shares of Entegris common stock at an exercise price of $5.19. These options
may be exercised at any time before February 27, 2007. Similarly, Marubeni
Corporation exchanged the Empak option for an option to purchase up to 128,964
shares of Entegris common stock at an exercise price of $5.19. These options
may be exercised at any time before February 27, 2007.

   Consulting Agreement. James A. Bernards, a director of Entegris, renders
consulting services to Entegris for a fee of $6,000 per month under an oral
agreement.

                                       54
<PAGE>

                       PRINCIPAL AND SELLING SHAREHOLDERS

   The following table sets forth certain information regarding the beneficial
ownership of our common shares as of February 28, 2000, and as adjusted to
reflect the sale of our common shares offered in this offering: (1) each
shareholder who is known by us to own beneficially more than 5% of our common
shares; (2) each member of our board of directors; (3) each of our Named
Executive Officers; (4) all of our directors and executive officers as a group;
and (5) all selling shareholders as a group. Unless otherwise indicated, to our
knowledge, all persons listed below have sole voting and investment power with
respect to their common shares, except to the extent authority is shared by
spouses under applicable law. Unless otherwise noted, the address of each
shareholder is c/o Entegris, Inc., 3500 Lyman Boulevard, Chaska, Minnesota,
55318.

<TABLE>
<CAPTION>
                                                                 Beneficial
                              Beneficial                         Ownership
                              Ownership            Number of       After
                          Before Offering(1)        Shares     Offering(1)(2)
                          ------------------------   Being   ------------------
Name                        Shares         Percent  Offered    Shares   Percent
----                      ----------       ------- --------- ---------- -------
<S>                       <C>              <C>     <C>       <C>        <C>
WCB Holding LLC.......... 21,580,608        36.8%  1,925,000 19,655,608  29.2%
  950 Lake Drive, Chaska,
  Minnesota 55317
Entegris, Inc. Employee
 Stock Ownership Plan.... 20,385,514        34.7%  2,475,000 17,910,514  26.6%
James A. Bernards........     59,310(2)        *          --     59,310     *
Mark A. Bongard..........     66,638(2)(3)     *          --     66,638     *
James E. Dauwalter.......  5,556,127(4)      9.4%         --  5,556,127   8.2%
Stan Geyer...............  2,937,562(5)      5.0%         --  2,937,562   4.3%
Daniel R. Quernemoen.....  1,982,442(6)      3.4%         --  1,982,442   2.9%
Delmer M. Jensen.........    274,780(2)        *          --    274,780     *
John D. Villas...........    485,163(7)        *          --    485,163     *
Robert J. Boehlke........     46,210(2)        *          --     46,210     *
Roger D. McDaniel........     48,248(8)        *          --     48,248     *
All directors and
 executive officers
 as a group (9
 persons)(9)............. 11,456,480        19.0%         -- 11,456,480  16.6%
All selling shareholders
 as a group.............. 41,966,122        71.5%  4,400,000 37,566,122  55.8%
</TABLE>
--------
*Represents beneficial ownership of less than one percent of the common shares.
(1) Beneficial ownership is determined in accordance with the rules of the SEC.
    Applicable percentage ownership is based on 58,720,700 common shares
    outstanding as of February 28, 2000 and 67,320,700 shares outstanding
    immediately following the completion of this offering.
(2) The shares indicated are subject to stock options exercisable within 60
 days of February 28, 2000.
(3)  Mr. Bongard is Chief Manager of WBC Holding LLC and disclaims beneficial
     ownership of the shares held by WCB Holding LLC.
(4)  Includes 4,113,542 shares held directly, 692,152 held by family members,
     345,856 shares allocated to Mr. Dauwalter's individual account under the
     ESOP, and an aggregate of 404,577 shares subject to stock options
     exercisable within 60 days.
(5)  Includes 1,724,828 shares held directly; 430,466 shares held by family
     members, 360,322 shares allocated to Mr. Geyer's account under the ESOP,
     and 421,946 shares subject to stock options exercisable within 60 days.
(6)  Includes 968,970 shares held directly, 393,696 held by family members,
     446,088 shares allocated to Mr. Quernemoen's account under the ESOP, and
     173,688 shares subject to options exercisable within 60 days.
(7)  Includes 157,104 shares held directly, 146,544 shares allocated to Mr.
     Villas' account under the ESOP and 181,515 shares subject to options
     exercisable within 60 days.
(8)  Includes 13,616 shares held directly and 34,632 shares subject to options
     exercisable within 60 days.
(9)  Includes an aggregate of 8,494,374 shares held directly, 1,298,810 shares
     allocated to all of the officers and directors' accounts under the ESOP,
     and 1,663,296 shares subject to options exercisable within 60 days.

                                       55
<PAGE>

                         DESCRIPTION OF CAPITAL SHARES

Common Stock

   As of February 28, 2000, we had 58,720,700 common shares outstanding held by
83 shareholders of record. Based upon the number of shares outstanding as of
February 28, 2000, and giving effect to the issuance of the common shares being
offered by us, we will have 67,320,700 common shares outstanding upon the
closing of the offering.

   Holders of our common shares are entitled to one vote for each share held of
record on all matters on which shareholders are entitled or permitted to vote.
Our board of directors is divided into three classes, serving staggered three
year terms. However, there is no cumulative voting for the election of
directors. Holders of our common shares are entitled to receive dividends when
and as declared by the board of directors out of funds legally available for
dividends. Our loan agreements restrict our ability to pay dividends without
the consent of our lenders. Holders of our common shares have no preemptive or
subscription rights. There are no conversion rights, redemption rights, sinking
fund provisions or fixed dividend rights with respect to our common shares. All
of our outstanding common shares are fully paid and nonassessable, and the
common shares to be issued upon completion of this offering will be fully paid
and nonassessable. As of February 28, 2000, there were 2,936,754 common shares
of Entegris held in holdback escrow in accordance with the Consolidation
Agreement dated June 1, 1999. The escrow was established to secure certain
representations and warranties made by the former shareholders of Fluoroware
and Empak upon the combination of the companies. There have been no claims of
breach through the date of this filing. The escrow will be liquidated under the
terms of the Consolidation Agreement as of June 7, 2000.

   Our directors and executive officers as a group beneficially own
approximately 19.0% of our outstanding common shares. Upon the completion of
the offering, such persons will beneficially own approximately 16.6% of our
outstanding common shares. Accordingly, such persons may be able to control our
affairs, including, without limitation, the sale of our equity or debt
securities, the appointment of officers, the determination of officers'
compensation and the determination as to whether to register outstanding
securities.

Options And Warrants

   Besides options granted under employee options plans, as of February 28,
2000, Marubeni America Corporation and Marubeni Corporation hold options to
purchase an aggregate of 214,942 of our common shares at an exercise price of
$5.19. Marubeni America Corporation and Marubeni Corporation received the
grant, originally for stock of Empak as consideration for their equity interest
in EMPAK International, which was merged into Empak in February 1997. The grant
was immediately vested and exercisable for ten years. With the consolidation of
Empak and Fluoroware to form Entegris, Entegris offered to exchange warrants
and options to purchase Fluoroware and Empak stock outstanding at the time of
the consolidation for options to purchase Entegris common shares, with terms
comparable to the prior options.

Provisions of Our Articles and Bylaws and State Law with Potential Anti-
Takeover Effect

   The existence of a staggered board, the requirement of a 75% shareholder
vote to change the maximum number of directors and the provisions of Minnesota
law, described below, could have an anti-takeover effect. These provisions are
intended to provide management with flexibility, to enhance the likelihood of
continuity and stability in the composition and policies of our board of
directors and to discourage an unsolicited takeover of Entegris, if our board
of director determines that the takeover is not in the best interests of
Entegris and our shareholders. However, these provisions could have the effect
of discouraging attempts to acquire Entegris, which could deprive our
shareholders of opportunities to sell their common shares at prices higher than
prevailing market prices.

   Our board of directors is divided into three classes, serving staggered
three-year terms. As a result of this division, generally at least two
shareholders' meetings will be required for shareholders to effect a change in

                                       56
<PAGE>

control of the board of directors. Also, our bylaws require the approval of 75%
of the shareholders present at a shareholders meeting to increase the maximum
number of directors to more than nine members. In addition, our bylaws contain
provisions that establish specific procedures and requirements for calling
meetings of shareholders, appointing and removing members of the board of
directors or changing the number of directors on the board.

   We are governed by the provisions of Sections 302A.671 and 302A.673 of the
Minnesota Business Corporation Act, which are anti-takeover laws. In general,
Section 302A.671 provides that the shares of a corporation acquired in a
"control share acquisition" have no voting rights unless voting rights are
approved in a prescribed manner. A "control share acquisition" is an
acquisition, directly or indirectly, of beneficial ownership of shares that
would, when added to all other shares beneficially owned by the acquiring
person, entitle the acquiring person to have voting power of 20% or more in the
election of directors. In general, Section 302A.673 prohibits a publicly-held
Minnesota corporation from engaging in a "business combination" with an
"interested shareholder" for a period of four years after the date of the
transaction in which the person became an interested shareholder, unless the
business combination is approved in a prescribed manner. "Business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested shareholder. An "interested shareholder" is a person
who is the beneficial owner, directly or indirectly, of 10% or more of the
corporation's voting stock, or an affiliate or associate of the corporation
and, at any time within four years prior to the date in question, was the
beneficial owner, directly or indirectly, of 10% or more of the corporation's
voting shares.

Transfer Agent And Registrar

   Norwest Bank Minnesota, N.A., is the transfer agent and registrar for our
common shares.

                                       57
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

   Prior to this offering, there has been no public market for our common
shares. A significant public market for the Entegris common shares may not
develop or be sustained after this offering. Future sales of substantial
amounts of Entegris common shares in the public market, or the possibility of
such sales occurring, could harm prevailing market prices for the Entegris
common shares or our future ability to raise capital through an offering of
equity securities.

   After this offering, and after taking into account the redemption of 317,446
common shares in March 2000, we will have outstanding 67,003,254 common shares.
Of these shares, the 8,600,000 shares to be sold in this offering (9,890,000
shares if the underwriters' over-allotment option is exercised in full) will be
freely tradable in the public market without restriction under the Securities
Act, unless such shares are held by "affiliates" of Entegris, as that term is
defined in Rule 144 under the Securities Act.

   The remaining 58,403,254 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold the restricted shares in private transactions in reliance on
exemptions from registration under the Securities Act. Restricted shares may be
sold in the public market only if they are registered or if they qualify for an
exemption from registration under Rule 144 or Rule 701 under the Securities
Act, as summarized below.

   A total of 1,285,374 of the restricted shares are available for immediate
sale, and an additional 43,716 of the restricted shares will be available for
sale 90 days from the date of this offering. We expect that a total of
57,074,164 shares will be subject to lock-up arrangements between the
shareholders and us or the underwriters, pursuant to which, the holders of
these shares would not offer, sell, pledge or otherwise dispose of, directly or
indirectly, or announce their intention to do the same, any common shares or
security convertible into, or exchangeable or exercisable for any security of
Entegris for a period of 180 days from the date of this offering. However, if
the holder of the restricted shares is an individual, he or she may transfer
any such securities either during his or her lifetime or on death by will or
intestacy to his or her immediate family or to a trust the beneficiaries of
which are exclusively the holder of the securities and/or a member of his or
her immediate family. We also have entered into an agreement with the
underwriters pursuant to which we will not offer, sell or otherwise dispose of
common shares for a period of 180 days from the date of this offering. The
agreement further provides that we will not file a registration statement on
Form S-8 to register our stock option and purchase plans for a period of 180
days after the effective date of this offering. On the date of the expiration
of the 180 day lock-up agreements, 6,607,668 shares will be eligible for
immediate sale without restriction, and 50,466,496 of the restricted shares
will be eligible for immediate sale, although these shares will be subject to
certain volume, manner of sale and other limitations under Rule 144. In
addition, approximately 4,723,402 of our common shares are subject to
immediately exercisable options, and we expect that none of these shares will
be eligible for sale in the public market until 180 days following the date of
this prospectus.

   Following the expiration of such lock-up periods, certain shares issued upon
exercise of options we granted prior to the date of this offering will also be
available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with certain restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at least one year,
including the holding period of any prior owner who is not an affiliate, would
be entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of (1) 1% of the then-outstanding common shares or
(2) the average weekly trading volume of the common shares during the four
calendar weeks preceding the filing of a Form 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner of sale and notice
requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding period
of any prior owner who is not an Affiliate, is entitled to sell such shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.


                                       58
<PAGE>

   We intend to file, 180 days after the effective date of this offering, a
registration statement on Form S-8 to register approximately 14,000,000 common
shares reserved for issuance under the Option Plan, the Directors' Plan and the
Purchase Plan. The registration statement will become effective automatically
upon filing. Shares issued under the foregoing plans, after the filing of a
registration statement on Form S-8, may be sold in the open market, subject, in
the case of certain holders, to the Rule 144 limitations applicable to
affiliates and vesting restrictions imposed by us.

                                       59
<PAGE>

                                  UNDERWRITING

   Entegris and the selling shareholders are offering the common shares
described in this prospectus through a number of underwriters. Banc of America
Securities LLC, Donaldson, Lufkin & Jenrette, Salomon Smith Barney Inc. and
U.S. Bancorp Piper Jaffray Inc. are the representatives of the underwriters.
Entegris and certain of the selling shareholders have entered into an
underwriting agreement with the representatives. Subject to the terms and
conditions of the underwriting agreement, Entegris and the selling shareholders
have agreed to sell to the underwriters, and each underwriter has severally
agreed to purchase, the number of common shares listed next to its name in the
following table:

<TABLE>
<CAPTION>
                                                                          Number
                                                                            of
   Underwriter                                                            Shares
   -----------                                                            ------
   <S>                                                                    <C>
   Banc of America Securities LLC.......................................
   Donaldson, Lufkin & Jenrette.........................................
   Salomon Smith Barney Inc.............................................
   U.S. Bancorp Piper Jaffray Inc.......................................
                                                                          ------
     Total..............................................................
                                                                          ======
</TABLE>

   Shares sold by the underwriters to the public will initially be offered on
the terms set forth on the cover page of this prospectus. The underwriters may
allow to selected dealers a concession of not more than $    per share, and the
underwriters may also allow, and any other dealers may reallow, a concession of
not more than $   per share to other dealers. If all the shares are not sold at
the assumed initial public offering price, the underwriters may change the
offering price and the other selling terms. The common shares are offered
subject to receipt and acceptance by the underwriters and other conditions,
including the right to reject orders in whole or in part.

   If the underwriters sell more shares than the total number of shares set
forth in the table above, they have an option to buy up to a maximum of
1,290,000 additional shares from Entegris and a maximum of 660,000 additional
shares from a selling shareholder to cover such sales. The underwriters have 30
days to exercise this option. If any shares are purchased pursuant to this
option, the underwriters will severally purchase shares in approximately the
same proportion as set forth in the table above. If purchased, the underwriters
will offer such additional shares on the same terms as those on which the
     shares are being offered. The following table sets forth the per share and
total underwriting discounts and commissions to be paid to the underwriters
assuming both no exercise and full exercise of the underwriters' option to
purchase       additional shares.

<TABLE>
<CAPTION>
                                                                 No      Full
                                                              Exercise Exercise
                                                              -------- --------
   <S>                                                        <C>      <C>
   Per Share.................................................   $        $
   Total.....................................................   $        $
</TABLE>

   Entegris and holders of substantially all of our outstanding common shares,
including all of our executive officers and directors, as well as holders of
options to purchase common shares who are senior officers, have agreed with the
underwriters not to dispose of or hedge any of their common shares or
securities convertible into or exchangeable for common shares during the period
from the date of this prospectus continuing through 180 days after the date of
this prospectus without the prior written consent of Banc of America Securities
LLC. At any time and without notice, Banc of America Securities LLC may, in its
sole discretion, release all or any portion of the securities from these lock-
up agreements.

   The underwriting agreement provides that Entegris and the selling
shareholders will indemnify the underwriters against liabilities set forth in
that agreement, including civil liabilities under the Securities Act, or will
contribute to payments the underwriters may be required to make under that
agreement.

   At our request, the underwriters have reserved up to      of the common
shares offered by this prospectus for sale at the initial public offering price
to persons having business relationships with us. The number of shares of
common stock available to the general public will be reduced to the extent that
these persons

                                       60
<PAGE>

purchase the reserved shares. Any reserved common shares that are not purchased
by such persons at the closing of the initial public offering will be offered
by the underwriters to the general public on the same terms as the other shares
in the initial public offering.

   In connection with this offering, the underwriters may purchase and sell
common shares in the open market. These transactions may include:

  .  short sales;

  .  stabilizing transactions; and

  .  purchases to cover positions created by short sales.

   Short sales involve the sale by the underwriters of a greater number of
shares than they are required to purchase in this offering. Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of the common shares while this
offering is in progress.

   The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

   The underwriters may engage in activities that stabilize, maintain or
otherwise affect the price of the common shares, including:

  .  over-allotments;

  .  stabilization;

  .  syndicate covering transactions; and

  .  imposition of penalty bids.

   As a result of these activities, the price of the common shares may be
higher than the price that otherwise might exist in the open market. If the
underwriters commence these activities, they may discontinue them at any time.
The underwriters may carry out these transactions on the Nasdaq National
Market, in the over-the-counter market or otherwise.

   The underwriters do not expect sales to discretionary accounts to exceed
% of the total number of common shares offered by this prospectus.

   Prior to this offering, there has been no public market for the common
shares of Entegris. The initial public offering price was negotiated among
Entegris and the underwriters. Among the factors considered in such
negotiations were:

  .  the history of, and the prospects for, Entegris and the industry in
     which it competes;

  .  the past and present financial performance of Entegris;

  .  an assessment of Entegris' management;

  .  the present state of Entegris' development;

  .  the prospects for Entegris' future earnings;

  .  the prevailing market conditions of the applicable U.S. securities
     market at the time of this offering;

  .  market valuations of publicly traded companies that Entegris and the
     representatives believe to be comparable to Entegris; and

  .  other factors deemed relevant.

   The total expenses related to this initial public offering of our common
shares are estimated to be $1,312,000.

                                       61
<PAGE>

                                 LEGAL MATTERS

   The validity of the issuance of the common shares offered by this prospectus
will be passed upon for Entegris by Dorsey & Whitney, LLP, Minneapolis,
Minnesota. Certain legal matters in connection with the offering will be passed
upon for the underwriters by Latham & Watkins, Chicago, Illinois.

                                    EXPERTS

   The consolidated balance sheets of Entegris, Inc. and subsidiaries as of
August 31, 1999, August 31, 1998 and August 31, 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the fiscal years in the three year period ended August 31, 1999, have been
included in this prospectus and elsewhere in the registration statement in
reliance upon the reports of KPMG LLP and Arthur Andersen LLP, independent
public accountants, and upon the authority of said firms as experts in
accounting and auditing.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   A registration statement on Form S-1, including amendments to the
registration statement, relating to the common shares offered by this
prospectus has been filed by us with the SEC. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedules to the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference. For further information with respect to us and the common shares
offered by this prospectus, reference is made to such registration statement,
exhibits and schedules. A copy of the registration statement may be inspected
by anyone without charge at the public reference facilities maintained by the
SEC at 450 Fifth Street, NW, Judiciary Plaza, Washington, D.C. 20549, and
copies of all or any part thereof maybe obtained from the SEC upon payment of
certain fees prescribed by the Commission. The telephone number for the public
reference facilities maintained by the SEC is (800) SEC-0330. The SEC maintains
a World Wide Web site that contains reports, proxy and information statements
and other information filed electronically with the SEC. The address of the
site is http://www.sec.gov.


                                       62
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Financial Statements
<S>                                                                        <C>
  Report of Independent Auditors..........................................  F-2
  Report of Independent Public Accountants................................  F-3
  Consolidated Balance Sheets as of August 31, 1998 and 1999 and as of
   February 28, 2000......................................................  F-4
  Consolidated Statements of Operations for the years ended August 31,
   1997, 1998 and 1999 and for the six months ended February 28, 1999 and
   2000...................................................................  F-5
  Consolidated Statements of Shareholders' Equity for the years ended
   August 31, 1997, 1998 and 1999 and for the six months ended February
   28, 2000...............................................................  F-6
  Consolidated Statements of Cash Flows for the years ended August 31,
   1997, 1998 and 1999 and for the six months ended February 28, 1999 and
   2000...................................................................  F-7
  Notes to Consolidated Financial Statements..............................  F-8
<CAPTION>
Financial Schedules
<S>                                                                        <C>
  Schedule II--Valuation and Qualifying Accounts.......................... F-23
</TABLE>


                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Entegris, Inc.:

   We have audited the accompanying consolidated balance sheet of Entegris,
Inc. and subsidiaries as of August 31, 1999, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
represent fairly, in all material respects, the financial position of Entegris,
Inc. and subsidiaries as of August 31, 1999, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

   We previously audited and reported on the consolidated balance sheet of
Fluoroware, Inc. and subsidiaries as of August 31, 1998 and the related
consolidated statements of operations and cash flows for each of the years in
the two-year period ended August 31, 1998, prior to their restatement for the
1999 pooling-of-interests. The total assets of Fluoroware, Inc. and
subsidiaries at August 31, 1998 represented 67% of the restated totals. The
contribution of Fluoroware, Inc. and subsidiaries to revenues and net income
represented 60 percent and 37 percent in 1997, and 57 percent and 15 percent in
1998, of the respective restated totals. Separate financial statements of the
other company, Empak, Inc. and subsidiaries, included in the 1998 Entegris,
Inc. consolidated balance sheet and the 1997 and 1998 consolidated statements
of operations, shareholders' equity and cash flows were audited and reported on
separately by other auditors whose report dated October 8, 1998 expressed an
unqualified opinion on those financial statements.

   We also audited the combination of the accompanying consolidated financial
statements for the years ended August 31, 1997 and 1998, after restatement for
the 1999 pooling of interests. In our opinion, such consolidated statements
have been properly combined on the basis described in Note 1 of the notes to
the consolidated financial statements.

                                          /s/ KPMG LLP

Minneapolis, Minnesota October 27, 1999, except as to notes 7 and 21,
which are as of December 22, 1999 and March 31, 2000

                                      F-2
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Empak, Inc. and Subsidiaries:

   We have audited the consolidated balance sheet of Empak, Inc. (a Minnesota
corporation) and Subsidiaries as of August 31, 1998, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years ended August 31, 1998 and 1997, not presented separately
herein. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

   We conducted our audits in accordance with generally accepted accounting
standards. 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, not separately
presented herein, present fairly, in all material respects, the financial
position of Empak, Inc. and Subsidiaries as of August 31, 1998, and the results
of their operations and their cash flows for each of the years ended August 31,
1998 and 1997, in conformity with generally accepted accounting principles.

                                             /s/ Arthur Andersen LLP

Denver, Colorado
 October 8, 1998

                                      F-3
<PAGE>

                        ENTEGRIS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                    August 31
                                                ------------------  February 28,
                                                  1998      1999        2000
                                                --------  --------  ------------
                                                                    (Unaudited)
<S>                                             <C>       <C>       <C>
ASSETS
Current assets:
  Cash and cash equivalents...................  $  8,235  $ 16,411    $ 25,029
  Trade accounts receivable, net of allowance
   for doubtful accounts of $1,322, $1,205 and
   $1,311, respectively.......................    30,832    34,795      40,849
  Trade accounts receivable due from
   affiliates                                      6,646     8,099      16,512
  Inventories.................................    36,935    35,047      35,132
  Refundable income taxes.....................     2,395        --          --
  Deferred tax assets.........................     6,688     6,276       6,241
  Other current assets........................     4,890     4,737       5,805
                                                --------  --------    --------
   Total current assets.......................    96,621   105,365     129,568
                                                --------  --------    --------
Property, plant and equipment, net............   133,323   117,624     112,200
Other assets:
  Investments in affiliates...................    13,013    10,421      13,576
  Intangible assets, less accumulated
   amortization of $2,236, $3,217 and $3,811,
   respectively...............................     7,368     6,318       8,389
  Investments in marketable securities........       387       860       1,067
  Other.......................................     2,229     1,476       1,740
                                                --------  --------    --------
   Total assets...............................  $252,941  $242,064    $266,540
                                                ========  ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt........  $  8,685  $  6,566    $  6,336
  Current maturities of capital lease
   obligations................................     2,333     2,642       2,430
  Short-term borrowings.......................    10,019     8,439       8,021
  Accounts payable............................    12,568    10,548      14,162
  Accrued liabilities.........................    21,239    26,780      28,723
  Income tax payable..........................        --     1,530         392
                                                --------  --------    --------
   Total current liabilities..................    54,844    56,505      60,064
                                                --------  --------    --------
Long-term debt, less current maturities.......    67,547    48,023      46,274
Capital lease obligations, less current
 maturities...................................     5,695     5,807       4,496
Deferred tax liabilities......................     5,255     6,139       8,982
Minority interest in subsidiaries.............     1,201       907       3,755
Shareholders' equity:
  Common stock, par value $.01; 200,000,000
   shares authorized.
  Issued and outstanding shares; 30,276,614,
   29,999,979 and 58,720,700, respectively....       303       300         587
  Additional paid-in capital..................    15,066    15,066      14,853
  Retained earnings...........................   105,351   109,385     127,759
  Accumulated other comprehensive loss........    (2,321)      (68)       (230)
                                                --------  --------    --------
   Total shareholders' equity.................   118,399   124,683     142,969
                                                --------  --------    --------
Commitments and contingent liabilities
                                                --------  --------    --------
   Total liabilities and shareholders'
    equity....................................  $252,941  $242,064    $266,540
                                                ========  ========    ========
</TABLE>

        See the accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                        ENTEGRIS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Six Months Ended
                               Year Ended August 31,         February 28,
                             ----------------------------  ------------------
                               1997      1998      1999      1999      2000
                             --------  --------  --------  --------  --------
                                                              (Unaudited)
<S>                          <C>       <C>       <C>       <C>       <C>
Net sales................... $277,290  $266,591  $241,952  $111,590  $156,662
Cost of sales...............  161,732   156,508   148,106    72,026    85,260
                             --------  --------  --------  --------  --------
  Gross profit..............  115,558   110,083    93,846    39,564    71,402
Selling, general and
 administrative expenses....   62,384    65,536    64,336    28,896    34,962
Engineering, research and
 development expenses.......   17,986    19,912    14,565     7,571     6,234
                             --------  --------  --------  --------  --------
  Operating profit..........   35,188    24,635    14,945     3,097    30,206
Interest expense, net.......    6,652     6,995     5,498     3,040     2,020
Other (income) expense,
 net........................    2,201      (273)   (1,850)   (1,312)   (6,282)
                             --------  --------  --------  --------  --------
  Income before income taxes
   and other items below....   26,335    17,913    11,297     1,369    34,468
Income tax expense..........   10,578     4,536     4,380        89    11,589
Equity in net (income) loss
 of affiliates..............   (1,750)      119     1,587     1,196      (582)
Minority interest in
 subsidiaries' net income
 (loss).....................      572       176      (399)      (15)      348
                             --------  --------  --------  --------  --------
  Net income................ $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                             ========  ========  ========  ========  ========
Earnings per common share:
  Basic..................... $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted................... $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
</TABLE>


        See the accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                        ENTEGRIS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands)

<TABLE>
<CAPTION>
                         Common Stock
                         --------------                       Accumulated
                         Number         Additional               Other
                           of            Paid-in   Retained  Comprehensive           Comprehensive
                         Shares  Amount  Capital   Earnings  Income (Loss)  Total       income
                         ------  ------ ---------- --------  ------------- --------  -------------
<S>                      <C>     <C>    <C>        <C>       <C>           <C>       <C>
Balance at August 31,
 1996................... 29,269   $293   $ 2,743   $ 80,129    $   (462)   $ 82,703
  Repurchase and
   retirement of
   shares...............   (385)    (4)       --     (2,221)         --      (2,225)
  Issuance of stock for
   merger...............  1,210     12    10,719         --          --      10,731
  Shares issues pursuant
   to stock options
   exercised............    293      3       337         --          --         340
  Options granted below
   fair value...........     --     --       968         --          --         968
  Foreign currency
   translation
   adjustment...........     --     --        --         --        (278)       (278)    $  (278)
  Increase in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --         209         209         209
  Net income............     --     --        --     16,934          --      16,934      16,934
                                                                                        -------
  Total comprehensive
   income...............                                                                $16,865
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1997................... 30,387    304    14,767     94,842        (531)    109,382
  Repurchase and
   retirement of
   shares...............   (405)    (4)       --     (2,574)         --      (2,578)
  Shares issues pursuant
   to stock options
   exercised............    295      3       299         --          --         302
  Foreign currency
   translation
   adjustment...........            --        --         --      (1,622)     (1,622)    $(1,622)
  Decrease in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --        (168)       (168)       (168)
  Net income............     --     --        --     13,083          --      13,083      13,083
                                                                                        -------
  Total comprehensive
   income...............                                                                $11,293
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1998................... 30,277    303    15,066    105,351      (2,321)    118,399
  Repurchase and
   retirement of
   shares...............   (277)    (3)       --     (1,107)         --      (1,110)
  Dilution of ownership
   on equity
   investment...........     --     --        --       (588)         --        (588)
  Foreign currency
   translation
   adjustment...........     --     --        --         --       1,792       1,792     $ 1,792
  Increase in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --         461         461         461
  Net income............     --     --        --      5,729          --       5,729       5,729
                                                                                        -------
  Total comprehensive
   income...............                                                                $ 7,982
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1999................... 30,000    300    15,066    109,385         (68)    124,683
  Repurchase and
   retirement of shares
   (unaudited)..........   (662)    (6)       --     (8,262)         --      (8,268)
  Shares issues pursuant
   to stock options
   exercised
   (unaudited)..........     22     --        80         --          --          80
  Dilution of ownership
   on investments
   (unaudited)..........     --     --        --      3,523          --       3,523
  Foreign currency
   translation
   adjustment
   (unaudited)..........     --     --        --         --        (138)       (138)    $  (138)
  Decrease in unrealized
   holding gain on
   marketable securities
   (unaudited)..........     --     --        --         --         (24)        (24)        (24)
  Net income
   (unaudited)..........     --     --        --     24,113          --      24,113      24,113
  Stock split adjustment
   (unaudited).......... 29,361    293      (293)        --          --          --
                                                                                        -------
  Total comprehensive
   income (unaudited)...                                                                $23,951
                         ------   ----   -------   --------    --------    --------     =======
Balance at February 28,
 2000 (unaudited)....... 58,721   $587   $14,853   $128,759    $   (230)   $143,969
                         ======   ====   =======   ========    ========    ========
</TABLE>

        See the accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                        ENTEGRIS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                Six Months
                                                              Ended February
                                    Year Ended August 31,           28,
                                   -------------------------  ----------------
                                    1997     1998     1999     1999     2000
                                   -------  -------  -------  -------  -------
                                                                (Unaudited)
<S>                                <C>      <C>      <C>      <C>      <C>
Operating Activities:
Net income.......................  $16,934  $13,083  $ 5,729  $   100  $23,113
Adjustments to reconcile net
 income to net cash provided by
 operating activities:
  Depreciation and amortization..   23,395   26,591   28,810   13,670   13,369
  Asset impairment...............       --      425    1,996       --    1,287
  Provision for doubtful
   accounts......................      404       57      213      245      106
  Provision for deferred income
   taxes.........................      261      667    1,296       --    2,879
  Stock option compensation
   expense.......................      968       --       --       --       --
  Equity in net (income) loss of
   affiliates....................   (1,750)     119    1,587    1,196     (582)
  Loss (gain) on sale of property
   and equipment.................      112     (360)     543      (16)     611
  Gain on sale of investment in
   affiliate.....................       --       --       --       --   (5,468)
  Minority interest in
   subsidiaries' net income
   (loss)........................      572      176     (399)     (15)     348
  Changes in operating assets and
   liabilities:
   Trade accounts receivable.....   (3,703)   8,096   (5,629)  (1,516) (14,308)
   Inventories...................   (4,402)   7,122    1,888    2,624      (85)
   Accounts payable and accrued
    liabilities..................    4,771  (11,685)   3,520    1,611    5,217
   Other current assets..........   (8,807)   5,457      152   (3,887)  (1,067)
   Accrued income taxes..........      798   (4,094)   3,925     (353)  (1,119)
   Other.........................   (1,064)     255     (222)    (400)    (139)
                                   -------  -------  -------  -------  -------
     Net cash provided by
      operating activities.......   28,491   45,909   43,409   13,259   24,162
                                   -------  -------  -------  -------  -------
Investing Activities:
Acquisition of property and
 equipment.......................  (44,928) (33,512) (10,079)  (5,178)  (7,323)
Purchase of intangible assets....     (695)    (618)    (621)     (21)  (2,013)
Proceeds from sales of property
 and equipment...................      315      343    1,285      493      290
Proceeds from sale of investment
 in affiliate....................       --       --       --       --    7,399
(Decrease) increase in investment
 in affiliates...................   (1,012)    (213)     159       --   (1,840)
                                   -------  -------  -------  -------  -------
     Net cash used in investing
      activities.................  (46,321) (34,000)  (9,256)  (4,706)  (3,487)
                                   -------  -------  -------  -------  -------
Financing Activities:
Principal payments on short-term
 borrowings and long-term debt...   (9,507) (28,567) (32,339) (14,165)  (6,155)
Proceeds from short-term
 borrowings and long-term debt...   29,193   15,895    6,382    2,373    2,312
Issuance of common stock.........      389      302       --       --       80
Repurchase of common stock.......   (2,225)  (2,578)  (1,110)  (1,110)  (8,268)
                                   -------  -------  -------  -------  -------
     Net cash provided by (used
      in) financing activities...   17,851  (14,948) (27,067) (12,902) (12,031)
                                   -------  -------  -------  -------  -------
Effect of exchange rate changes
 on cash and cash equivalents....       82      (80)   1,090      940      (26)
                                   -------  -------  -------  -------  -------
     (Decrease) increase in cash
      and cash equivalents.......      103   (3,119)   8,176   (3,409)   8,618
Cash and cash equivalents at
 beginning of period.............   11,251   11,354    8,235    8,235   16,411
                                   -------  -------  -------  -------  -------
Cash and cash equivalents at end
 of period.......................  $11,354  $ 8,235  $16,411  $ 4,825  $25,029
                                   =======  =======  =======  =======  =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                                 ENTEGRIS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

 (a) Principles of Consolidation and Basis of Presentation

   Entegris, Inc. (the Company) is a worldwide leader in providing advanced
materials management products using polymers developed for applications in the
microelectronics industry and other targeted markets. The accompanying
consolidated financial statements include the accounts of the Company, its
wholly owned subsidiaries, Fluoroware, Inc., Empak, Inc., Fluoroware Jamaica,
Ltd. and Empak Bermuda, both foreign sales corporations (FSC), Fluoroware PEI,
Inc., Empak GmbH, Fluoroware Europa GmbH, Empak Hanbal Korea, Empak Korea Yuhan
Hoesa, Empak UK, and Empak Malaysia. The results of operations of Nippon
Fluoroware K.K., a 90% owned subsidiary, Fluoroware GmbH, a 90% owned
subsidiary, Fluoroware Southeast Asia Pte Ltd., a 70% owned subsidiary;
Fluoroware Valqua Japan K.K., a 51% owned subsidiary, and Unified Container
Solutions, Inc., an 80% owned subsidiary of the Company, have also been
consolidated with the Company's results. See Notes 21 and 22 regarding
transactions subsequent to August 31, 1999 which affect certain of preceding
information.

   The Company's fiscal year is a 52 or 53 week period ending on the last
Saturday in August. Fiscal years 1997, 1998 and 1999 ended on August 30, 1997,
August 29, 1998 and August 28, 1999, respectively. For convenience, the
accompanying financial statements have been presented as ending on the last day
of the month.

   The unaudited interim consolidated financial statements for the six months
ended February 28, 1999 and 2000, have been prepared on the same basis as the
audited financial statements and, in the opinion of management, reflect all
normal recurring adjustments necessary to present fairly the financial
information set forth therein, in accordance with generally accepted accounting
principles. The results of operations for the six months ended February 28,
2000 are not necessarily indicative of the operating results to be expected for
the year ended August 31, 2000.

 (b) Business Combination

   On June 7, 1999, Fluoroware, Inc. and Empak, Inc. completed a business
combination which resulted in the formation of Entegris, Inc., a new
corporation formed for the purpose of effecting the business combination.
Entegris, Inc. issued 36 million shares of its common stock in exchange for
100% of the outstanding shares of Fluoroware, Inc. and 24 million shares in
exchange for 100% of the outstanding shares of Empak, Inc.

   For financial reporting purposes, the business combination has been recorded
using the pooling-of-interests method of accounting under generally accepted
accounting principles. Accordingly, the historical financial statements of
Entegris, Inc. include the historical accounts and results of operations of
Empak, Inc. and subsidiaries and Fluoroware, Inc. and subsidiaries as if the
business combination had been in effect for all periods presented.

                                      F-8
<PAGE>

   The results of operations for the separate companies and combined amounts
presented in the consolidated financial statements are as follows:

<TABLE>
<CAPTION>
                                                       1997    1998    1999
                                                     -------- ------- -------
      <S>                                            <C>      <C>     <C>
      Net sales:
        Fluoroware, Inc............................. $165,772 152,805 141,758
        Empak, Inc..................................  111,518 113,786 100,194
                                                     -------- ------- -------
          Combined.................................. $277,290 266,591 241,952
                                                     ======== ======= =======
      Net income before merger-related expenses,
      impairment of asset charges and adjustments
      recorded to conform accounting methods:
        Fluoroware, Inc............................. $  6,056   1,940     149
        Empak, Inc..................................   10,741  11,414   9,843
                                                     -------- ------- -------
          Combined.................................. $ 16,797  13,354   9,992
                                                     ======== ======= =======
      Net income (loss):
        Fluoroware, Inc............................. $  6,202   1,724  (3,630)
        Empak, Inc..................................   10,732  11,359   9,359
                                                     -------- ------- -------
          Combined.................................. $ 16,934  13,083   5,729
                                                     ======== ======= =======
</TABLE>

   Adjustments to conform the companies' methods of depreciation reduced
combined net income for the years ended August 31, 1998 and 1999 by
approximately $0.5 million and $1.9 million, respectively.

   Expenses related to the business combination were approximately $3.6 million
for 1999, of which approximately $2.6 million is in accrued liabilities at
August 31, 1999. In addition, the Company recorded asset impairment charges
related to the business combination of approximately $1.3 million during 1999.

 (c) Cash and Cash Equivalents

   Cash and cash equivalents include cash on hand, demand deposits, and short-
term investments with original maturities of three months or less.

 (d) Inventories

   Inventories are stated at the lower of cost or market. Cost is determined by
the last-in, first-out (LIFO) method for approximately 78% and 73% of total
inventories at August 31, 1998 and 1999, respectively. Inventories not valued
at LIFO are recorded using the first-in, first-out method.

 (e) Property, Plant, and Equipment

   Property, plant, and equipment are carried at cost and are depreciated
principally on the straight-line method. When assets are retired or disposed
of, the cost and related accumulated depreciation are removed from the
accounts, and gains or losses are recognized in the same period. Maintenance
and repairs are expensed as incurred; significant renewals and betterments are
capitalized.

 (f) Capitalized Software

   The Company capitalizes certain costs associated with significant software
obtained and developed for internal use. Certain costs are capitalized when
both the preliminary project stage is completed and management

                                      F-9
<PAGE>

deems the project will be completed and used to perform the intended function.
Capitalization of such costs ceases no later than the point at which the
project is substantially complete and ready for its intended purpose.

   Capitalized software costs are amortized over the estimated useful life of
the project which is generally 4 to 5 years. Capitalized software of
approximately $4.6 million was included in office furniture and equipment as of
August 31, 1998 and 1999.

 (g) Investments in Non-consolidated Affiliates

   The Company accounts for its investments in its 30.0% and 20.8% owned
affiliates, FJV (Korea) Ltd. and Metron Technology N.V. (Metron) (see Note 21),
respectively, using the equity method. The Company's investment in Metron is
accounted for using a three-month lag due to Metron's May year end.

 (h) Intangible Assets

   Patents, trademarks and goodwill are carried at cost, less accumulated
amortization, and are being amortized over 5 to 17 year periods, using the
straight-line method. Costs associated with bond and debt issuance are carried
at cost, less accumulated amortization, and are being amortized on a straight-
line basis over the life of the applicable bond or debt instrument, which is 10
to 15 years.

   The carrying value of intangible assets is reviewed when circumstances
suggest that there has been possible impairment. If this review indicates that
intangible assets will not be recoverable based on the estimated undiscounted
cash flows over the remaining amortization period, the carrying value of
intangible assets is reduced to estimated fair value.

 (i) Investments in Marketable Securities

   Certain of the Company's investments are classified as available-for-sale,
and accordingly, any unrealized holding gains and losses, net of taxes, are
excluded from income, and recognized as a separate component of shareholders'
equity until realized. Fair market value of the securities is determined based
on published market prices. At August 31, 1999, the gross unrealized gains on
marketable securities were $0.5 million.

 (j) Foreign Currency Translation

   Except for certain foreign subsidiaries whose functional currency is the
United States dollar, assets and liabilities of foreign subsidiaries are
translated from foreign currencies into U.S. dollars at current exchange rates.
Income statement amounts are translated at the weighted average exchange rates
for the year. Gains and losses resulting from foreign currency transactions are
included in net income. For certain foreign subsidiaries whose functional
currency is the United States dollar, currency gains and losses resulting from
translation are determined using a combination of current and historical rates
and are reported as a component of net income.

 (k) Revenue Recognition/Concentration of Risk

   Revenue and the related cost of sales are recognized upon shipment of the
products. The Company provides for estimated returns and warranty obligations
when the revenue is recorded. The Company sells its products to semiconductor
manufacturing companies throughout the world. The Company performs continuing
credit evaluations of its customers and, generally, does not require
collateral. Letters of credit may be required from its customers in certain
circumstances. The Company maintains an allowance for doubtful accounts which
management believes is adequate to cover any losses on trade receivables.

   Certain of the materials included in the Company's products are obtained
from a single source or a limited group of suppliers. Although the Company
seeks to reduce dependence on those sole and limited source suppliers, the
partial or complete loss of certain of these sources could have at least a
temporary adverse effect

                                      F-10
<PAGE>

on the Company's results of operations. Furthermore, a significant increase in
the price of one or more of these components could adversely affect the
Company's results of operations.

 (l) Income Taxes

   Deferred income taxes are provided in amounts sufficient to give effect to
temporary differences between financial and tax reporting. The Company accounts
for tax credits as reductions of income tax expense in the year in which such
credits are allowable for tax purposes.

   The Company utilizes the asset and liability method for computing its
deferred income taxes. Under the asset and liability method, deferred tax
assets and liabilities are based on the temporary difference between the
financial statement and tax basis of assets and liabilities and the enacted tax
rates expected to apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

 (m) Long-lived Assets

   Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable based on estimated future
undiscounted cash flows. The Company recorded impairment charges on molds of
approximately $0.4 million and $1.4 million for 1998 and 1999, respectively. In
addition, the Company recorded impairment losses on equipment of approximately
$0.6 million for 1999. All impairment losses are included in the Company's
selling, general and administrative expenses.

 (n) Earnings per Share

   Basic EPS is computed by dividing net income by the weighted average number
of common shares outstanding. Diluted EPS is computed by dividing net income by
the weighted average number of common shares outstanding and all potential
dilutive securities outstanding. The dilutive effect of options is determined
under the treasury stock method and is included only where the effect would be
dilutive.

 (o) Accounting Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 (p) Stock-based Compensation

   The Company accounts for stock-based compensation under Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. APB No. 25 requires compensation cost to be recorded on the date of
the grant only if the current market price of the underlying stock exceeds the
exercise price. The Company has adopted the disclosure-only provisions of SFAS
No. 123, Accounting for Stock-based Compensation.

 (q) Comprehensive Income

   Comprehensive income (loss) represents the change in shareholders' equity
resulting from other than shareholder investments and distributions. The
Company's foreign currency translation adjustments and unrealized gains and
losses on marketable securities are included in accumulated comprehensive
income (loss). The effect of deferred taxes on other comprehensive income
(loss) is not material.

                                      F-11
<PAGE>

 (r) Recent Accounting Pronouncements

   In June 1998, FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which, as amended, becomes effective for
fiscal years beginning after June 15, 2000. The pronouncement requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the value of
those derivatives would be accounted for depending on the use of derivatives
and whether it qualifies for hedge accounting. The Company is presently
analyzing this statement and the impact, if any, on the Company's financial
statements.

   In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements. This bulletin summarizes certain interpretations and practices
followed by the SEC in administering the disclosure requirements of the federal
securities laws in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company believes this bulletin will
not have an impact on our consolidated financial position, results of
operations or cash flows.

(2) Acquisitions

   On April 30, 1998, the Company acquired all the common stock of Hanbal
Korea, a Korean corporation, for a nominal amount. Subsequent to the
acquisition, the Company contributed additional capital of $2.3 million. The
acquisition has been accounted for under the purchase method of accounting. The
excess of the purchase price over the net book value of the common stock
acquired was $0.8 million and was allocated to goodwill. Results of operations
of Hanbal Korea are included in the consolidated financial statements
subsequent to April 30, 1998.

   On January 26, 1998, the Company acquired an additional 37.5% interest in
Nippon Fluoroware K.K. for $0.9 million.

(3) Inventories

   Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                  1998    1999
                                                                -------- -------
        <S>                                                     <C>      <C>
        Raw materials.......................................... $  7,564 $ 7,194
        Work-in-process........................................      876   4,377
        Finished goods.........................................   28,161  22,703
        Supplies...............................................      334     773
                                                                -------- -------
                                                                $ 36,935 $35,047
                                                                ======== =======
</TABLE>

   If the first-in, first-out (FIFO) cost method had been used by the company,
inventories would have been $4.5 million and $4.9 million higher at August 29,
1998 and August 28, 1999, respectively.

   During fiscal 1998 and 1999, inventory quantities were reduced, which
resulted in a liquidation of LIFO inventory layers carried at lower costs than
those prevailing in prior years. The effect of this liquidation was to increase
income before income taxes in fiscal 1998 and 1999 by approximately $1.0
million and $1.6 million, respectively.

                                      F-12
<PAGE>

(4) Property, Plant, and Equipment

   Property, plant, and equipment, together with annual depreciation lives,
consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                     Estimated
                                                   1998      1999   Useful Lives
                                                 --------- -------- ------------
      <S>                                        <C>       <C>      <C>
      Land...................................... $   6,268 $  7,307
      Buildings and improvements................    53,117   55,349     5-35
      Manufacturing equipment...................    80,127   77,625     5-10
      Molds.....................................    65,174   68,352      3-5
      Office furniture and equipment............    32,213   34,291      3-8
                                                 --------- --------
                                                   236,900  242,924
      Less accumulated depreciation.............   103,577  125,300
                                                 --------- --------
                                                 $ 133,323 $117,624
                                                 ========= ========
</TABLE>

   Depreciation expense was $22.9 million, $25.6 million and $27.8 million in
1997, 1998 and 1999, respectively.

(5) Investments in Affiliates

   The investment in Metron was reduced from 37.5% to 32.8% in 1999 due to the
dilution of ownership resulting from an acquisition by Metron. The Company
recorded this $0.6 million reduction in its investment through retained
earnings in fiscal 1999. This ownership percentage was further reduced in
November 1999 as explained in Note 22. A summary of assets, liabilities, and
results of operations for Metron, a 32.8% owned affiliate accounted for using
the equity method, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  May 31,
                                                             -----------------
                                                               1998     1999
                                                             -------- --------
      <S>                                                    <C>      <C>
      Current assets........................................ $ 97,859 $ 86,713
      Noncurrent assets, net................................   16,302   12,912
      Current liabilities...................................   73,390   64,930
      Noncurrent liabilities................................    2,722    2,743
                                                             -------- --------
          Total shareholders' equity........................ $ 38,049 $ 31,952
                                                             ======== ========
<CAPTION>
                                                               Fiscal Years
                                                               Ended May 31,
                                                             -----------------
                                                               1998     1999
                                                             -------- --------
      <S>                                                    <C>      <C>
      Net sales............................................. $275,024 $228,121
                                                             -------- --------
      Net income (loss)..................................... $  1,102 $ (4,534)
                                                             ======== ========
</TABLE>

   Metron operates mainly in Europe, Asia Pacific, and the United States. Sales
to Metron were $34.6 million, $31.8 million and $34.6 million in 1997, 1998 and
1999, respectively. Trade accounts receivable relating to these sales as of
August 31, 1998 and 1999 were $6.6 million and $8.1 million, respectively.


   The Company also has a 30% investment in FJV (Korea) Ltd. Neither this
investment nor FJV (Korea) Ltd.'s financial statements are material.

                                      F-13
<PAGE>

(6) Accrued Liabilities

   Accrued liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                 1998    1999
                                                               -------- -------
      <S>                                                      <C>      <C>
      Payroll and related benefits............................ $  8,061 $ 6,896
      Insurance...............................................    1,440   2,248
      Taxes, other than income taxes..........................    1,384   1,472
      Pension.................................................    2,377   3,218
      Interest................................................      829     570
      Other...................................................    7,148  12,376
                                                               -------- -------
                                                               $ 21,239 $26,780
                                                               ======== =======
</TABLE>
(7) Long-term Debt

   Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                1998    1999
                                                               ------- -------
   <S>                                                         <C>     <C>
   Unsecured senior notes payable in various semiannual
    principal installments, including semiannual interest
    installments at 7.42% through February 2011..............  $20,000 $19,200
   Unsecured reducing revolving commitments with two
    commercial banks for aggregate borrowing of $35,833 with
    interest only payable monthly at 6.43% to 8.50% during
    1999, based on a factor of the banks' reference rates....   13,400      --
   Stock redemption notes payable in various installments
    along with monthly interest of 6%, 8%, and 9% through
    December 2010............................................    9,112   8,490
   Unsecured senior notes payable in various quarterly
    principal installments, including monthly interest
    installments at 9.46% through February 2005..............    8,900   8,400
   Mortgage loans payable in monthly installments of $55
    including principal and interest at 8.75% and 9.95%
    through July 2000 and July 2008; secured by land and
    buildings................................................    2,758   2,331
   Commercial loans payable on a monthly basis in principal
    installments of $271, with interest ranging from 1.925%
    to 9.0% and various maturities through September 2015....    7,929   5,391
   Commercial loan payable on a semiannual basis in principal
    installments of $252 and interest ranging from 4.9% to 6%
    and various maturities through December 2007.............    4,446   3,416
   Industrial Revenue Bonds payable on a semiannual basis
    with principal installments of $50 through October 2012,
    and variable interest ranging from 3.10% to 4.35%........    1,550   1,450
   Note payable to Marubeni Corporation, interest at 9.07%,
    due monthly; balloon payment of $3,913 due March 2002;
    secured by building......................................    4,804   4,543
   Other.....................................................    3,333   1,368
                                                               ------- -------
   Total.....................................................   76,232  54,589
   Less current maturities...................................    8,685   6,566
                                                               ------- -------
                                                               $67,547 $48,023
                                                               ======= =======
</TABLE>

                                      F-14
<PAGE>

   Annual maturities of long-term debt as of August 31, 1999, are as follows
(in thousands):

<TABLE>
<CAPTION>
        Year Ended August 31,
        <S>                                                             <C>
        2000........................................................... $  6,566
        2001...........................................................    6,791
        2002...........................................................    9,167
        2003...........................................................    4,927
        2004...........................................................    5,434
        Thereafter.....................................................   21,703
                                                                        --------
                                                                        $ 54,589
                                                                        ========
</TABLE>

   Subsequent to year end through December 22, 1999, the Company signed new
debt agreements which replaced the unsecured senior notes payable and the
unsecured reducing revolving commitments. These new agreements contain
substantially identical terms as the former agreements. The new agreements
require the Company to maintain certain quarterly financial covenants beginning
with the quarter ending February 28, 2000.

(8) Short-term Bank Borrowings

   The Company has a revolving commitment with three commercial banks for
aggregate borrowings of $25 million with interest at the LIBOR rate (5.4% at
August 31, 1999), plus 2.0%, or at prime (8.25% at August 31, 1999). During
1999 interest ranged between 7.75% and 8.5%. The balance outstanding under this
commitment was $5.0 million and $0 at August 31, 1998 and 1999, respectively.

   The Company has entered into line of credit agreements with six
international commercial banks, which provide for aggregate borrowings of 5.1
million Deutsche marks, 5.0 million Malaysia ringgits, 0.5 million Singapore
dollars and 850 million yen for its foreign subsidiaries, which is equivalent
to $12.0 million as of August 31, 1999. Interest rates for these facilities are
based on a factor of the banks' reference rates and ranged from 1.625% to 9.5%
during 1999. Borrowings outstanding under these line of credit agreements at
August 31, 1998 and 1999, were $5.0 million and $8.4 million, respectively.

(9) Lease Commitments

   The Company is obligated under noncancellable lease agreements for certain
equipment and buildings. Future minimum lease payments for all capital and
operating leases with initial or remaining terms in excess of one year at
August 31, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                       Operating Capital  Total
   Year Ended August 31,                               --------- ------- -------
   <S>                                                 <C>       <C>     <C>
   2000..............................................   $ 4,359  $ 3,150 $ 7,508
   2001..............................................     3,491    2,836   6,328
   2002..............................................     2,387    1,433   3,820
   2003..............................................     1,205      707   1,911
   2004..............................................     1,212      489   1,701
   Thereafter........................................     1,247    1,120   2,368
                                                        -------  ------- -------
     Total minimum lease payments....................   $13,900  $ 9,735 $23,636
                                                        =======  ======= =======
   Less amount representing interest imputed at rates
    ranging
    from 5% to 9%....................................              1,286
                                                                 -------
     Capital lease obligations, including current
      maturities
      of $2,641......................................            $ 8,449
                                                                 =======
</TABLE>

                                      F-15
<PAGE>

   Equipment under capital lease is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  1998    1999
                                                                 ------- -------
        <S>                                                      <C>     <C>
        Cost.................................................... $14,163 $16,367
        Less accumulated depreciation...........................   4,632   6,145
                                                                 ------- -------
                                                                 $ 9,530 $10,222
                                                                 ======= =======
</TABLE>

   Total rental expense for all equipment and building operating leases was
$2.5 million, $4.3 million and $6.1 million in 1997, 1998 and 1999,
respectively. See note 20(a) for related party leases included above.

(10) Interest Expense, net

   Interest expense, net consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                      1997     1998     1999
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Interest expense................................. $ 6,747  $ 7,111  $ 6,441
   Less interest income.............................      95      116      943
                                                     -------  -------  -------
     Interest expense, net.......................... $ 6,652  $ 6,995  $ 5,498
                                                     =======  =======  =======

(11) Other Income (Expense), net

   Other income (expense), net consists the following (in thousands):

<CAPTION>
                                                      1997     1998     1999
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Gain (loss) on sale of property and equipment.... $  (112) $ 1,225  $  (543)
   Gain (loss) on foreign currency exchange.........      --     (904)   1,121
   Other, net.......................................  (2,089)     (48)   1,272
                                                     -------  -------  -------
                                                     $(2,201) $   273  $ 1,850
                                                     =======  =======  =======

(12) Income Taxes

   Income (loss) before income taxes was derived from the following sources (in
thousands):

<CAPTION>
                                                      1997     1998     1999
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Domestic......................................... $26,974  $16,634  $ 7,592
   Foreign..........................................    (639)   1,279    3,705
                                                     -------  -------  -------
                                                     $26,335  $17,913  $11,297
                                                     =======  =======  =======

   Income tax expense (benefit) is summarized as follows (in thousands):

<CAPTION>
                                                      1997     1998     1999
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Current:
     Federal........................................ $ 8,541  $ 2,919  $ 2,790
     State..........................................   1,018      876      495
     Foreign........................................     842      280    1,343
                                                     -------  -------  -------
                                                      10,401    4,075    4,628
                                                     -------  -------  -------
   Deferred:
     Federal........................................     150      546     (264)
     State..........................................      27      (85)      16
                                                     -------  -------  -------
                                                         177      461     (248)
                                                     -------  -------  -------
                                                     $10,578  $ 4,536  $ 4,380
                                                     =======  =======  =======
</TABLE>

                                      F-16
<PAGE>

   The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at August 31,
1998 and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                               1998     1999
                                                              -------  -------
     <S>                                                      <C>      <C>
     Net current deferred tax assets:
       Allowance for doubtful accounts....................... $ 1,056  $   749
       Inventory reserve.....................................   2,284    2,449
       Accruals not currently deductible for tax purposes....   3,008    2,549
       Other, net............................................     340      529
                                                              -------  -------
         Total current deferred tax assets...................   6,688    6,276
                                                              -------  -------
     Non-current deferred tax liabilities:
       Accelerated depreciation..............................  (5,841)  (7,098)
       Capital leases........................................    (502)    (519)
       DISC earnings.........................................    (967)    (860)
       Accruals not currently deductible for tax purposes....     914      453
       Other, net............................................   1,141    1,886
                                                              -------  -------
         Total gross deferred tax liabilities................  (5,255)  (6,139)
                                                              -------  -------
         Net deferred tax assets............................. $ 1,433  $   137
                                                              =======  =======
</TABLE>

   In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Based upon the level of historical taxable income
and projections for future taxable income over the periods during which
deferred tax assets are deductible, the Company believes it is more likely than
not that the benefit of these deductible differences will be realized.

   Actual income tax expense differs from the expected amounts based upon the
statutory federal tax rates as follows:

<TABLE>
<CAPTION>
                                                               1997  1998  1999
                                                               ----  ----  ----
     <S>                                                       <C>   <C>   <C>
     Expected federal income tax at statutory rate............ 35.0% 35.0% 35.0%
     State income taxes, net of federal tax effect............  2.8   2.5   2.9
     Effect of foreign source income..........................  2.7   2.1   6.3
     Foreign sales corporation income not subject to tax...... (4.1) (5.5) (6.2)
     Research tax credit...................................... (2.6) (5.2) (3.1)
     Foreign losses not previously benefited..................   --  (5.1)   --
     Discontinued use of domestic sales corporation...........  2.4    --    --
     Other items, net.........................................  4.0   1.5   3.9
                                                               ----  ----  ----
                                                               40.2% 25.3% 38.8%
                                                               ====  ====  ====
</TABLE>

(13) Employee Stock Ownership Plan and Trust

   Entegris maintains an Employee Stock Ownership Plan and Trust (ESOT).

   In August 1985, the ESOT purchased 23,158,464 shares of common stock of the
Company from a shareholder. The ESOT borrowed funds, guaranteed by the Company,
for $3.6 million and obtained additional contributions to fund this purchase in
October 1985. In August 1989, the ESOT borrowed additional funds of $1.2
million guaranteed by the Company, to purchase an additional 4,631,692 shares
of common stock from a stockholder.

   Employer contributions to the ESOT are determined from time to time by the
Board of Directors at its discretion, and are made without regard to the
profits of the Company. Contributions shall not exceed the

                                      F-17
<PAGE>

amount allowable by the Internal Revenue Code. No contributions were made to
the ESOT for 1997, 1998 or 1999.

   Employer contributions are allocated to separate accounts maintained for
each participant in the proportion that the total qualified compensation of
each participant bears to the total qualified compensation for all
participants. Each participant's account is adjusted, at least annually, to
reflect investment gains or losses.

   The ESOT shares were 23,833,718 and 23,253,598 as of August 31, 1998 and
1999, respectively.

   The ESOT plan contains a put option, whereby the Company agrees to purchase
the vested shares distributed to terminated participants or their estates, at
the appraised value of the shares as of the second August 31 following
termination, or after the first August 31 upon death, disability, or attainment
of age 65. The fair value of shares was estimated by an independent appraiser
to be $3.15, $2.01 and $6.25 as of August 31, 1997, 1998 and 1999,
respectively.

   On August 20, 1998, the Board of Directors approved a change to the
distribution procedures, whereby a corporate bylaw restriction was eliminated.
The impact of this restriction elimination allows participants (beneficiaries
and alternate payees) to receive their distribution in Company stock. This
change was effective for distributions based on the August 31, 1998 valuation.

(14) Pension and 401(k) Savings Plans

   Entegris, Inc. has a defined contribution pension plan covering eligible
employees. Contributions under this plan are determined by a formula set forth
in the plan agreement. Total pension costs for 1997, 1998 and 1999 related to
this plan were $2.2 million, $1.7 million and $2.0 million, respectively.

   The Company maintains 401(k) employee savings plans (the Plans) that qualify
as deferred salary arrangements under Section 401(k) of the Internal Revenue
Code. Under the Plans, eligible employees may defer a portion of their pretax
wages, up to the Internal Revenue Service annual contribution limit. The
Company matches 50% of the employee's contribution, up to a maximum of 6% of
the employee's eligible wages. The Board of Directors may, at its discretion,
declare a profit sharing contribution in addition to the matching contribution,
but all contributions are limited to the maximum amount deductible for federal
income tax purposes. The employer profit sharing and matching contribution
expense under the Plans was $1.5 million, $1.6 million and $1.8 million in
1997, 1998 and 1999, respectively.

(15)Stock Option Plans

   In August 1999, Entegris, Inc. established the Entegris, Inc. 1999 Long-Term
Incentive and Stock Option Plan (the 1999 Plan) and the Entegris, Inc. Outside
Directors' Stock Option Plan (the Directors' Plan). These plans replaced
similar plans in effect prior to the business combination described in Note
1(b). The maximum aggregate number of shares that may be granted under the
plans is 9,000,000 and 1,000,000, respectively. The Plans state that the
exercise price for these shares shall not be less than 100% of the fair market
value of the common stock on the date of grant of such option.

   On February 12, 1998, 10-year stock options were granted at a price equal to
the most recent fair market appraised value. Some of the options became
immediately exercisable while others are exercisable on a cumulative basis at a
rate of 25% per year.

   Prior to the effective date of this offering, the Company intends to amend
the Directors' Plan so that each outside director shall automatically be
granted an option to purchase 15,000 shares upon the date the individual
becomes a director. Annually, each outside director will automatically be given
an option to purchase 6,000 shares. Options will be exercisable six months
subsequent to the date of grant. The term of the option shall be ten years. The
Plan states that the exercise price for these shares shall not be less than
100% of the fair market value of the common stock on the date of grant of such
option.


                                      F-18
<PAGE>

   Option activity for the 1999 Plan and the Directors' Plan is summarized as
follows (shares in thousands):

<TABLE>
<CAPTION>
                                   1997             1998             1999
                             ---------------- ---------------- ----------------
                             Number of Option Number of Option Number of Option
                              shares   price   shares   price   shares   price
                             --------- ------ --------- ------ --------- ------
   <S>                       <C>       <C>    <C>       <C>    <C>       <C>
   Options outstanding,
    beginning
    of year................    1,952   $1.46    1,810   $1.43    6,010   $2.72
     Granted...............       92    1.37    4,610    3.15       --      --
     Canceled..............     (234)   1.50     (410)   2.01     (111)   2.57
                               -----   -----    -----   -----    -----   -----
   Options outstanding, end
    of year................    1,810   $1.43    6,010   $2.72    5,899   $2.72
                               =====   =====    =====   =====    =====   =====
   Options exercisable, end
    of year................      452   $1.38    2,769   $2.45    3,855   $2.54
                               =====   =====    =====   =====    =====   =====
   Options available for
    grant, end
    of year................    8,190            3,990            4,101
                               =====            =====            =====
</TABLE>

   At August 31, 1999, the exercise price for 4,454,000 options outstanding,
with a weighted average remaining contractual life of 8.5 years, was $3.15 and
the exercise prices for 1,445,000 options outstanding, with a weighted average
remaining life of 6.5 years, ranged from $0.96 to $1.50. At August 31, 1999,
2,527,000 options were exercisable at $3.15 and 1,328,000 options were
excercisable at prices ranging from $0.96 to $1.50. No options were exercised
in 1997, 1998 or 1999.

   The Company determined pro forma compensation expense under the provisions
of SFAS No. 123 using the Black-Scholes pricing model and the following
assumptions:

<TABLE>
<CAPTION>
                                                 5 Year     8 Year     10 Year
                                                ---------  ---------  ---------
     <S>                                        <C>        <C>        <C>
     Expected dividend yield...................     0%         0%         0%
     Expected stock price volatility...........     0%         0%         0%
     Risk-free interest rate................... 5.32-5.47% 6.33-6.86% 5.39-5.96%
     Expected life.............................  5 years    8 years   10 years
</TABLE>

   Had compensation cost for option grants been determined consistent with
SFAS No. 123, the Company's net income, on a pro forma basis, would have been
as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                           1997    1998    1999
                                                          ------- ------- ------
     <S>                                                  <C>     <C>     <C>
     Net income, as reported............................. $16,934 $13,083 $5,729
     Pro forma net income................................  16,610  10,018  4,603
     Basic net earnings per share, as reported...........    0.28    0.22   0.10
     Pro forma basic net earnings per share..............    0.27    0.17   0.08
     Diluted net earnings per share, as reported.........    0.27    0.21   0.09
     Pro forma diluted net earnings per share............    0.27    0.16   0.07
</TABLE>

   The weighted average fair value of options granted during the years ended
August 31, 1997 and 1998 with exercise prices equal to the market price at the
date of grant was $0.84 and $1.33 per share, respectively.

                                     F-19
<PAGE>

(16) Earnings per Share

   Basic earnings per share is based upon the weighted average common shares
outstanding during each year. Diluted earnings per share is based upon the
weighted average common shares outstanding and dilutive common stock equivalent
shares outstanding during each year. The following table presents a
reconciliation of the denominators used in the computation of basic and diluted
earnings per share (in thousands):

<TABLE>
<CAPTION>
                                                            1997   1998   1999
                                                           ------ ------ ------
   <S>                                                     <C>    <C>    <C>
   Basic earnings per share--Weighted common shares
    outstanding..........................................  60,419 60,714 60,171
   Weighted common shares assumed upon exercise of stock
    options..............................................   1,819    745  1,950
                                                           ------ ------ ------
   Diluted earnings per share--Weighted common shares and
    potential common shares outstanding..................  62,238 61,459 62,121
                                                           ====== ====== ======
</TABLE>

(17)Segment Information

   The Company operates in one segment as it designs, develops, manufactures,
markets and sells material management and handling products predominantly
within the semiconductor industry. All products are sold on a worldwide basis.

   The following table summarizes total net sales, based upon the country from
which sales were made, and long-lived assets attributed to significant
countries for 1997, 1998 and 1999, respectively (in thousands):

<TABLE>
<CAPTION>
                                                      1997     1998     1999
                                                    -------- -------- --------
      <S>                                           <C>      <C>      <C>
      Net sales:
        United States.............................. $252,230 $217,171 $176,345
        Japan......................................   13,232   19,129   20,337
        Germany....................................   10,103   18,853   26,278
        Malaysia...................................      818    5,828   12,100
        Korea......................................       --    1,249    2,443
        Singapore..................................      907    4,361    4,449
                                                    -------- -------- --------
                                                    $277,290 $266,591 $241,952
                                                    ======== ======== ========
      Long-lived assets:
        United States.............................. $ 95,847 $102,190 $ 84,271
        Japan......................................    7,404    6,044    7,100
        Germany....................................    5,034    7,143    6,484
        Malaysia...................................    9,807   13,094   12,955
        Korea......................................       25    2,742    5,131
        Singapore..................................    2,037    2,110    1,683
                                                    -------- -------- --------
                                                    $120,154 $133,323 $117,624
                                                    ======== ======== ========

   Export sales, principally from the United States, amounted to $95.8 million,
$70.7 million and $50.3 million in 1997, 1998 and 1999, respectively. In 1997,
1998 and 1999, no single customer accounted for 10% or more of net sales.

(18) Supplementary Cash Flow Information

<CAPTION>
                                                      1997     1998     1999
                                                    -------- -------- --------
      <S>                                           <C>      <C>      <C>
      Schedule of interest and income taxes paid
       (in thousands):
        Interest...................................   $6,945   $6,881  $ 6,633
        Income taxes, net of refunds received......    8,427    7,777   (3,052)
</TABLE>

                                      F-20
<PAGE>

(19) Fair Value of Financial Instruments

   The carrying amount of cash equivalents and short-term debt approximates
fair value due to the short maturity of those instruments.

   The fair value of long-term debt was estimated using discounted cash flows
based on market interest rates for similar instruments and approximates the
carrying value at August 31, 1999.

(20) Related-Party Transactions

 (a) Leases

   The Company leases office space and production facilities under operating
leases from a major stockholder's trust or from entities related to this
stockholder. These leases, which expire through the year 2004, may be adjusted
periodically based on a percentage of the increase in the consumer price index.
The Company is required to pay for all real estate taxes, utilities and other
operating expenses. Rent expense for continuing operations relating to these
agreements totaled $0.6 million, $0.9 million and $1.2 million for 1997, 1998
and 1999, respectively.

 (b) Service Agreement

   The Company allocated rental payments to Emplast, a previously owned
company, totaling $0.5 million, $0.4 million and $0.3 million in 1997, 1998 and
1999, respectively. As of August 31, 1998 and 1999, Emplast owed the Company
$0.7 million and $0.8 million and respectively, which are included in prepaid
expenses and other current assets in the accompanying consolidated balance
sheets.

 (c) Note Payable

   The Company has a note payable to Marubeni, a minority stockholder. Interest
expense related to this note totaled $0.5 million, $0.5 million and $0.4
million for 1997, 1998 and 1999, respectively.

 (d) Notes Receivable

   At August 31, 1999, the Company has a $0.8 million note receivable from a
major stockholder trust which bears interest at 8.0% per year.

 (e) Debt Guarantees

   The Company guarantees a loan of a former officer and a major stockholder
related to the Company's leased facility in Castle Rock, Colorado. This
guarantee totaled $1.2 million and $1.6 million and at August 31, 1998 and
1999, respectively.

 (f) Sales to Minority Shareholder

   The Company sells products to Marubeni under normal business terms. Sales to
Marubeni were $19.4 million, $18.0 million and $12.0 million in 1997, 1998 and
1999, respectively. At August 31, 1998 and 1999, the Company had a receivable
from Marubeni totaling $0.8 million and $1.9 million, respectively, due under
normal trade terms. In addition, in February 1997, Marubeni was granted an
option to buy 214,942 shares of the Company's common stock with an exercise
price of $5.19 per share. The grant was immediately vested and exercisable for
ten years.

(21) Subsequent Events

   The accompanying consolidated financial statements reflect a 2-for-1 stock
split of the Company's common stock to be effective prior to its initial public
offering. The Company filed a registration statement with the Securities and
Exchange Commission on March 31, 2000.

                                      F-21
<PAGE>

   In August 1999, the Company acquired the 10% minority interest in
Fluoroware, GmbH resulting in 100% ownership of the entity for $0.4 million.

   In October 1999, the Company acquired the assets of a polymer machining
business located in Upland, California for $2.7 million.

(22) Subsequent Events (Unaudited)

   In October 1999, the Company's Nippon Fluoroware K.K. subsidiary (NFKK)
agreed to issue equity of $2.2 million and debt of $2.2 million in exchange for
property and equipment. As a result, the Company's ownership percentage in NFKK
decreased from 90.0% to 51.0%.

   In November 1999, the Company sold approximately 612,000 shares of its
investment in Metron Technology N.V. (Metron) stock as part of Metron's initial
public offering. As a result of the sale, the company received proceeds of $7.4
million and recognized a gain of $5.5 million. The Company's ownership
percentage decreased from 32.8% to 20.8% as a result of the sale in the public
offering. As a result of the initial public offering the value of the Company's
investment increased and was reflected as an increase to retained earnings of
$3.5 million. At February 28, 2000, the Company owned approximately 2.7 million
shares of Metron with a market value of approximately $65.2 million.

   In February 2000, the Company acquired the 30% minority interest in
Fluoroware Southeast Asia Pte Ltd. resulting in 100% of the entity for $0.7
million.

   In March 2000, the Company entered into an agreement with a related party to
purchase certain real estate and personal property, which the Company currently
leases from the related party (see Note 20(a)). The purchase price of the
property, which is expected to be purchased on or before May 1, 2000, is $2.5
million.

   In March 2000, the Company's Board of Directors approved an increase in the
Company's number of authorized common shares from 100,000,000 shares to
200,000,000 shares in conjunction with our 2-for-1 stock split.

   In March 2000, the Company's Board of Directors adopted, subject to
shareholder approval, the Entegris, Inc. Employee Stock Purchase Plan (the
Plan). A total of 4,000,000 common shares were reserved for issuance under the
Plan.

   In March 2000, the Company granted options to purchase 516,000 common shares
under the Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan.

                                      F-22
<PAGE>

                                                                     SCHEDULE II

                                 ENTEGRIS, INC.

                       Valuation and Qualifying Accounts
                                 (In thousands)

<TABLE>
<CAPTION>
                                                       Deductions
                               Balance at   Charged       from
                               beginning    to costs    reserves   Balance at
                               of period  and expenses    (1)     end of period
                               ---------- ------------ ---------- -------------
<S>                            <C>        <C>          <C>        <C>
For the year ended August 31,
 1997:
  Allowance for doubtful
   receivables................   $1,524        404         439       $1,489
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,001      4,225       3,371       $2,855
                                 ======      =====       =====       ======
For the year ended August 31,
 1998:
  Allowance for doubtful
   receivables................   $1,489         57         224       $1,322
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,855      2,475       2,818       $2,512
                                 ======      =====       =====       ======
For the year ended August 31,
 1999:
  Allowance for doubtful
   receivables................   $1,322        213         330       $1,205
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,512      2,701       2,043       $3,170
                                 ======      =====       =====       ======
</TABLE>
--------
(1) Net of recoveries

                                      F-23
<PAGE>


   Advanced Manufacturing Capabilities

   Graphic of Globe depicting locations of sales offices and manufacturing

   [Photo of blow molding equipment with caption stating: Blow Molding]

   [Photo of injection molding equipment with caption stating: Injection
Molding]

   [Photo of roto molding equipment with caption stating: Roto Molding]

   [Photo of sheet lining equipment with caption stating: Sheet Lining]

   [Photo of assembly equipment with caption stating: Assembly Operations]

   [Photo of laboratory with caption stating: Materials Laboratory]

   Germany Japan Korea Malaysia
   California Colorado Minnesota Oregon Texas

   Worldwide Infrastructure

   [Logo]
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                               13,000,000 Shares

                               [LOGO OF ENTEGRIS]

                             ---------------------

                                   Prospectus

                                       , 2000

                             ---------------------

                         Banc of America Securities LLC

                          Donaldson, Lufkin & Jenrette

                              Salomon Smith Barney

                           U.S. Bancorp Piper Jaffray

   Until                 , 2000 (25 days after the date of this prospectus),
all dealers effecting transactions in the common shares, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the distribution of the common shares being registered. All amounts are
estimated, except the SEC Registration Fee, the NASD Filing Fee and the Nasdaq
National Market Filing Fee:

<TABLE>
      <S>                                                               <C>
      SEC Registration Fee............................................. $63,150
      NASD Filing Fee..................................................  27,410
      Nasdaq National Market Filing Fee................................  95,000
      Blue Sky Fees and Expenses.......................................       *
      Accounting Fees..................................................       *
      Legal Fees and Expenses..........................................       *
      Transfer Agent and Registrar Fees................................       *
      Printing and Engraving...........................................       *
      Transfer Fees....................................................       *
      Insurance Fees for Directors in Connection with Offering.........       *
      Miscellaneous....................................................       *
                                                                        -------
      Total............................................................ $     *
                                                                        =======
</TABLE>
--------
*  To be supplied by amendment.
 None of the expenses will be borne by selling shareholders.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 302A.521 of the Minnesota Statutes requires Entegris to indemnify a
person made or threatened to be made a party to a proceeding, by a reason of
the former or present official capacity of the person with respect to Entegris,
against judgment, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (1) has not been indemnified by
another organization or employee benefit plan for the same judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (2) acted in good faith; (3) received no improper personal benefit,
and statutory procedure has been followed in the case of any conflict of
interest by a director; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of Entegris, or in the case of performance by
a director, officer, employee or agent of Entegris as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct was not opposed to the best
interests of Entegris. In addition, Section 302A.521, subd. 3 requires payment
by Entegris, upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required indemnification is
made by a majority of the disinterested board of directors present at a meeting
at which a disinterested quorum is present, or a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.

   Provisions regarding the indemnification of officers and directors of
Entegris, to the extent permitted by Section 302A.521, are contained in
Entegris' articles of incorporation and bylaws.

                                      II-1
<PAGE>

   Entegris maintains a policy of directors' and officers' liability insurance
that insures Entegris' directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances. In conjunction
with the effectiveness of the registration statement, Entegris plans to expand
its coverage to include securities law claims.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Entegris
pursuant to the foregoing provisions, Entegris has been informed that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act, and is therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

   Since September 1, 1996, we have sold and issued the following unregistered
securities (references to common shares reflect a 2-for-1 stock split to be
effected prior to our initial public offering):

  (1)  On June 7, 1999, we issued 59,999,958 common shares to former
       shareholders of Fluoroware and Empak as part of a consolidation in
       which Fluoroware and Empak became our wholly owned subsidiaries;

  (2)  Between June 1999 and March 2000, we issued an aggregate of 1,554,350
       shares as distributions to current or former participants of the ESOP;
       and

  (3)  As of March 30, 2000, we had granted options to purchase an aggregate
       of 7,556,400 common shares to our employees, directors and consultants
       pursuant to our 1999 Long-Term Incentive and Stock Option Plan and our
       Outside Directors' Option Plan. Of these options, 244,748 shares have
       been cancelled without being exercised and 43,716 shares have been
       issued pursuant to stock option exercises.

   The sale and issuance of securities in the transaction described in
paragraph 1 above was deemed to be exempt from registration under the
Securities Act by virtue of Section 4(2) as a transaction not involving a
public offering.

   The sales and issuances of securities in the transactions described in
paragraph 2 and 3 above were deemed to be exempt from registration under the
Securities Act by virtue of Section 4(2) and Rule 701.

   None of the transactions set forth in Item 15(a) involved underwritten
offerings.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   (a) Exhibits

<TABLE>
<CAPTION>
 Numbers                               Description
 -------                               -----------
 <C>     <S>
   1.1*  Form of Underwriting Agreement
   3.1   Articles of Incorporation of Entegris, Inc.
   3.2   Bylaws of Entegris, Inc.
   3.3   Audit Committee Charter of Entegris, Inc.
   4.1   Specimen of Common Stock Certificate
   5.1*  Opinion of Dorsey & Whitney LLP
   9.1   Form Shareholder Agreement for Fluoroware, Inc. Shareholders in
         relation to the consolidation of Fluoroware, Inc. and Empak, Inc. to
         form Entegris, Inc.
   9.2   Form Shareholder Agreement for Empak, Inc. Shareholders in relation to
         the consolidation of Fluoroware, Inc. and Empak, Inc. to form
         Entegris, Inc.
  10.1   Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
  10.2   Entegris, Inc. Outside Directors' Option Plan
  10.3*  Entegris, Inc. 2000 Employee Stock Purchase Plan
</TABLE>

                                      II-2
<PAGE>

<TABLE>
<CAPTION>
 Numbers                               Description
 -------                               -----------
 <C>     <S>
 10.4    Entegris, Inc. Employee Stock Ownership Plan
 10.5    Entegris, Inc. Pension Plan
 10.6    Entegris, Inc. 401(k) Savings and Profit Sharing Plan
 10.7    Employment Agreement between Delmer Jensen and Empak, Inc., dated as
         of January 1, 1999
 10.8    Lease Agreement between Empak, Inc. and Fleninge Partnership, dated
         June 15, 1993
 10.9    Lease Agreement between Empak, Inc. and Wayne C. Bongard, dated
         September 22, 1998
 10.10   Amended and Restated Sublease Agreement between Empak, Inc. and
         Emplast, Inc., dated April 28, 1997
 10.11   Real Estate Purchase and Sale Agreement between Fleninge Partnership
         and Entegris, Inc., dated March 15, 2000
 10.12   Promissory Note between Wayne C. Bongard estate and Empak, Inc., dated
         April 15, 1999
 10.13   Promissory Note between Fluoroware, Inc. and Dan Quernemoen, dated
         January 5, 1996
 10.14   Guaranty between Empak, Inc. and First Bank National Association,
         dated March 1, 1994
 10.15   Consolidation Agreement by and among Entegris, Inc., Fluoroware, Inc.
         and Empak, Inc., dated June 1, 1999
 10.16   Distribution Agreement between Fluoroware, Inc. and Metron
         Semiconductors Europa B.V., dated July 6, 1995, as amended by
         Entegris, Inc., ISS Amendements to Metron/Fluoroware Distribution
         Contract, between Entegris, Inc. Integrated Shipping Systems and
         Metron Technology, Inc., dated October 22, 1999
 10.17   Metron Semiconductors Europa B.V. Investor Rights Agreement dated July
         6, 1995
 10.18   U.S. Stocking Distributor Five-Year Agreement as of September 1, 1997
         between Fluoroware, Inc. and Kyser Company
 10.19** STAT-PRO(R) 3000 and STAT-PRO(R) 3000E Purchase and Supply Agreement
         between Fluoroware, Inc. and Miller Waste Mills, d/b/a RTP Company,
         dated April 6, 1998
 10.20   Amended and Restated Distributorship Agreement by and among Entegris,
         Inc., Empak, Inc., Marubeni America Corporation and Marubeni
         Corporation, dated as of December 1, 1999
 10.21** PFA Purchase and Supply Agreement by and between E.I. Du Pont De
         Nemours and Company and Fluoroware, Inc., dated January 7, 1999, which
         was made effective retroactively to November 1, 1998, and supplemented
         by the Assignment and Limited Amendment by and between the same
         parties and Entegris, Inc., dated as of September 24, 1999
 21.1    Subsidiaries of the Company
 23.1    Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 23.2    Consent of KPMG LLP
 23.3    Consent of Arthur Andersen LLP
 24.1    Powers of Attorney (Included on signature page)
 27.1    Financial Data Schedule
 27.2    Financial Data Schedule
 27.3    Financial Data Schedule
 27.4    Financial Data Schedule
</TABLE>
--------
*  To be filed by amendment
**  Confidential information has been omitted from these exhibits and filed
    separately with the SEC accompanied by a confidential treatment request
    pursuant to Rule 406 under the Securities Act of 1933, as amended.


                                      II-3
<PAGE>

   Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments
defining the rights of holders of certain long-term debt of Entegris are not
filed, and in lieu thereof, Entegris agrees to furnish copies thereof to the
SEC upon request.

   (b) Financial Statement Schedules

ITEM 17. UNDERTAKINGS

   The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

   The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be a part of this Registration
  Statement as of the time it was declared effective.

     (2) For purposes of determining any liability under the Act, each post-
  effective amendment that contains a form of prospectus shall be deemed to
  be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

                                      II-4
<PAGE>

                                   SIGNATURE

   Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunder duly authorized, in the City of Minneapolis, County of
Hennepin, State of Minnesota, on March 30, 2000.

                                          ENTEGRIS, INC.

                                                      /s/ Stan Geyer
                                          By: _________________________________
                                            Stan Geyer Chief Executive Officer


                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stan Geyer, James E. Dauwalter, and John
D. Villas, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign one or more Registration Statements on Form S-1 of
Entegris, Inc, and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, may lawfully do or cause to be done by virtue hereof.

              Signature                         Title                Date

           /s/ Stan Geyer               President, Chief        March 30, 2000
-------------------------------------    Executive Officer
             Stan Geyer                  and Director
                                         (principal
                                         executive officer)

         /s/ John D. Villas             Chief Financial         March 30, 2000
-------------------------------------    Officer (principal
           John D. Villas                accounting and
                                         financial officer)

      /s/ Daniel R. Quernemoen          Chairman of the         March 30, 2000
-------------------------------------    Board
        Daniel R. Quernemoen

       /s/ James E. Dauwalter           Executive Vice          March 30, 2000
-------------------------------------    President, Chief
         James E. Dauwalter              Operating Officer
                                         and Director

        /s/ James A. Bernards           Vice Chairman,          March 30, 2000
-------------------------------------    Director
          James A. Bernards

        /s/ Robert J. Boehlke           Director                March 30, 2000
-------------------------------------
          Robert J. Boehlke

        /s/ Roger D. McDaniel           Director                March 30, 2000
-------------------------------------
          Roger D. McDaniel

         /s/ Mark A. Bongard            Director                March 30, 2000
-------------------------------------
           Mark A. Bongard

        /s/ Delmer H. Jensen            Director                March 30, 2000
-------------------------------------
          Delmer H. Jensen



                                      II-5
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Numbers                               Description
 -------                               -----------
 <C>     <S>
  1.1*   Form of Underwriting Agreement
  3.1    Articles of Incorporation of Entegris, Inc.
  3.2    Bylaws of Entegris, Inc.
  3.3    Audit Committee Charter of Entegris, Inc.
  4.1    Specimen of Common Stock Certificate
  5.1*   Opinion of Dorsey & Whitney LLP
  9.1    Form Shareholder Agreement for Fluoroware, Inc. Shareholders in
         relation to the consolidation of Fluoroware, Inc. and Empak, Inc. to
         form Entegris, Inc.
  9.2    Form Shareholder Agreement for Empak, Inc. Shareholders in relation to
         the consolidation of Fluoroware, Inc. and Empak, Inc. to form
         Entegris, Inc.
 10.1    Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
 10.2    Entegris, Inc. Outside Directors' Option Plan
 10.3*   Entegris, Inc. 2000 Employee Stock Purchase Plan
 10.4    Entegris, Inc. Employee Stock Ownership Plan Trust Agreement
 10.5    Entegris, Inc. Pension Plan Trust Agreement
 10.6    Entegris, Inc. 401(k) Savings and Profit Sharing Plan
 10.7    Employment Agreement between Delmer Jensen and Empak, Inc., dated as
         of January 1, 1999
 10.8    Lease Agreement between Empak, Inc. and Fleninge Partnership, dated
         June 15, 1993
 10.9    Lease Agreement between Empak, Inc. and Wayne C. Bongard, dated
         September 22, 1998
 10.10   Amended and Restated Sublease Agreement between Empak, Inc. and
         Emplast, Inc., dated April 28, 1997
 10.11   Real Estate Purchase and Sale Agreement between Fleninge Partnership
         and Entegris, Inc., dated March 15, 2000
 10.12   Promissory Note between Wayne C. Bongard estate and Empak, Inc., dated
         April 15, 1999
 10.13   Promissory Note between Fluoroware, Inc. and Dan Quernemoen, dated
         January 5, 1996
 10.14   Guaranty between Empak, Inc. and First Bank National Association,
         dated March 1, 1994
 10.15   Consolidation Agreement by and among Entegris, Inc., Fluoroware, Inc.
         and Empak, Inc., dated June 1, 1999
 10.16   Distribution Agreement between Fluoroware, Inc. and Metron
         Semiconductors Europa B.V., dated July 6, 1995, as amended by
         Entegris, Inc., ISS Amendments to Metron/Fluoroware Distribution
         Contract, between Entegris, Inc. Integrated Shipping Systems and
         Metron Technology, Inc., dated October 22, 1999
 10.17   Metron Semiconductors Europa B.V. Investor Rights Agreement dated July
         6, 1995, as supplemented by the Indemnification Agreement, dated as of
         November 18, 1999
 10.18   U.S. Stocking Distributor Five-Year Agreement as of September 1, 1997
         between Fluoroware, Inc. and Kyser Company
 10.19** STAT-PRO(R) 3000 and STAT-PRO(R) 3000E Purchase and Supply Agreement
         between Fluoroware, Inc. and Miller Waste Mills, d/b/a RTP Company,
         dated April 6, 1998
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
 Numbers                               Description
 -------                               -----------
 <C>     <S>
 10.20   Amended and Restated Distributorship Agreement by and among Entegris,
         Inc., Empak, Inc., Marubeni America Corporation and Marubeni
         Corporation, dated as of December 1, 1999
 10.21** PFA Purchase and Supply Agreement by and between E.I. Du Pont De
         Nemours and Company and Fluoroware, Inc., dated January 7, 1999, which
         was made effective retroactively to November 1, 1998, and supplemented
         by the Assignment and Limited Amendment by and between the same
         parties and Entegris, Inc., dated as of September 24, 1999
 21.1    Subsidiaries of the Company
 23.1    Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 23.2    Consent of KPMG LLP
 23.3    Consent of Arthur Andersen LLP
 24.1    Powers of Attorney (Included on signature page)
 27.1    Financial Data Schedule
 27.2    Financial Data Schedule
 27.3    Financial Data Schedule
 27.4    Financial Data Schedule
</TABLE>
--------
*  To be filed by amendment
**  Confidential information has been omitted from these exhibits and filed
    separately with the SEC accompanied by a confidential treatment request
    pursuant to Rule 406 under the Securities Act of 1933, as amended.
[{"type": "S-1", "sequence": "1", "description": "FORM S-1 REGISTRATION STATEMENT", "secsgml_size_bytes": 345953}]
{"company-data": {"conformed-name": "ENTEGRIS INC", "cik": "0001101302", "assigned-sic": "", "irs-number": "411941551", "state-of-incorporation": "MN"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-33668", "film-number": "589888"}, "business-address": {"street1": "3500 LYMAN BOULEVARD", "city": "CHASKA", "state": "MN", "zip": "55318", "phone": "6125563131"}, "mail-address": {"street1": "3500 LYMAN BOULEVARD", "city": "CHASKA", "state": "MN", "zip": "55318"}}
As filed with the Securities and Exchange Commission on March 31, 2000
                                                Registration No. 333
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                --------------
                                    FORM S-1
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                --------------

                                 ENTEGRIS, INC.
             (Exact name of registrant as specified in its charter)

                                --------------

        Minnesota                  3089                   41-1941551
     (State or other         (Primary Standard         (I.R.S. Employer
     jurisdiction of            Industrial            Identification No.)
    incorporation or        Classification Code
      organization)               Number)

                                --------------

         3500 Lyman Boulevard                  Stan Geyer
        Chaska, Minnesota 55318         Chief Executive Officer
            (952) 556-3131                   Entegris, Inc.
        (Address, including zip           3500 Lyman Boulevard
          code, and telephone           Chaska, Minnesota 55318
     number, including area code,            (952) 556-3131
            of registrant's          (Name, address, including zip
     principal executive offices)         code, and telephone
                                    number, including area code, of
                                           agent for service)

                                --------------
                                   Copies to:
            John T. Kramer, Esq.                Christopher D. Lueking, Esq.
            Dorsey & Whitney LLP                Latham & Watkins
            Pillsbury Center South              233 South Wacker Drive
            220 South Sixth Street              Suite 5800
            Minneapolis, Minnesota 55402-1498   Chicago, Illinois 60606

                                --------------
                Approximate date of proposed sale to the public:
   As soon as practicable after the Registration Statement becomes effective.
                                --------------
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [_]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Title of Each Class of          Proposed Maximum          Amount of
        Securities to be Registered  Aggregate Offering Price(1) Registration Fee
---------------------------------------------------------------------------------
Common Stock, $.01 par value........        $239,200,000             $63,150
---------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(o) under the Securities Act of
    1933.
   The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  SUBJECT TO COMPLETION, DATED MARCH 31, 2000

                               13,000,000 Shares
[Entegris Logo]
                                 Common Shares

                                --------------

  Entegris, Inc. is offering 8,600,000 common shares, and the selling
shareholders are offering 4,400,000 common shares in a firmly underwritten
offering. Entegris will not receive any of the proceeds from the sale of shares
by the selling shareholders. This is Entegris' initial public offering, and no
public market currently exists for Entegris' common shares. Entegris
anticipates that the initial public offering price for its shares will be
between $15.00 and $17.00 per share. After the offering, the market price for
Entegris' shares may be outside of this range.

                                --------------

  We have applied to list our common shares on the Nasdaq National Market under
the symbol "ENTG."

                                --------------
  Investing in the common shares involves a high degree of risk. See "Risk
Factors" beginning on page 7.

                                --------------
Per Share Total
                                               --------- -----
Offering Price                                   $       $
Discounts and Commissions to Underwriters        $       $
Offering Proceeds to Entegris                    $       $
Offering Proceeds to the Selling Shareholders    $       $
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

  Entegris, Inc. has granted the underwriters the right to purchase up to an
additional 1,290,000 common shares from Entegris and a selling shareholder has
granted the underwriters the right to purchase up to 660,000 shares from that
selling shareholder to cover over-allotments. The underwriters can exercise
this right at any time within thirty days after the offering. Banc of America
Securities LLC expects to deliver the common shares to investors on       ,
2000.

Banc of America Securities LLC

          Donaldson, Lufkin & Jenrette

                      Salomon Smith Barney

                                                      U.S. Bancorp Piper Jaffray

                                --------------

                The date of this Prospectus is          , 2000.
Our products enable the microelectronics industry by assuring the integrity
of our customers' materials from production to consumption.

MICROELECTRONICS                                                   OTHER MARKETS

                                                            Bio-pharmaceutical
                                                              Custom Medical
                                                             Telecommunications
                                                           Industrial and Other

Our custom products enable new technologies and applications such as live
bacteria manufacturing techniques and miniaturization for telecommunications

SEMICONDUCTOR MANUFACTURING PROCESS      DISK MANUFACTURING
                         FRONT END    BACK END

Wafer Manufacturing    Wafer Handling    Chemical Delivery    Test, Assembly
and Packaging

[Photo of 300mm Shipper] [Photo of 100 to 200mm Shippers with caption stating:
Our wafer manufacturing products preserve the integrity of raw wafers during
shipment from wafer manufacturers to semiconductor manufacturers]

[Photo of 100 to 200mm Carriers] [Photo of 300mm Carriers with caption stating:
Our wafer handling products hold and position wafers during semiconductor
processing, including precise interfaces with automation and manufacturing
equipment]

[Photo of Containers] [Photo of Valve, Tubing, Fitting, Pipe]

[Photo of Transducers] [Photo of Fluid Handling Systems with caption stating:
Our chemical delivery products provide consistent and safe delivery of
sophisticated chemicals from chemical manufacturers to semiconductor
manufacturers' point-of-use]

[Photo of JEDEC/Matrix Trays] [Photo of Bare Die Trays with caption stating:
Our test, assembly and packaging products preserve the integrity of wafers and
die during transportation to back-end operations by avoiding electrostatic
discharge and contamination]

[Photo of Disk Shipper with caption stating: Our disk products prevent
degradation and damage to critical data storage components]

[Logo]

[Photos of various products that utilize integrated circuits and of
microelectronics manufacturing processes]
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different.
We are offering to sell, and seeking offers to buy, common shares only in
jurisdictions where offers and sales are permitted. This prospectus may only be
used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our common shares. In
this prospectus, references to "Entegris," "we," "us" and "our" refer to
Entegris, Inc., together with our consolidated subsidiaries.

   Our fiscal year is a 52 or 53 week period ending on the last Saturday of
each August. Our last five fiscal years ended on the following dates: August
26, 1995; August 31, 1996; August 30, 1997; August 29, 1998; and August 28,
1999. Fiscal years are identified in this prospectus according to the calendar
year in which they end. For example, the fiscal year ended August 28, 1999 is
referred to as "fiscal 1999." For convenience, the financial information
included in this prospectus has been presented as ending on the last day of the
month.

                               TABLE OF CONTENTS
Page
                                                                          ----
Prospectus Summary.......................................................   3
Risk Factors.............................................................   7
Special Note Regarding Forward-Looking Statements........................  17
Use of Proceeds..........................................................  18
Dividend Policy..........................................................  18
Capitalization...........................................................  19
Dilution.................................................................  20
Selected Consolidated Financial Data.....................................  21
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  22
Business.................................................................  30
Management...............................................................  44
Certain Transactions.....................................................  52
Principal and Selling Shareholders.......................................  55
Description of Capital Shares............................................  56
Shares Eligible for Future Sale..........................................  59
Underwriting.............................................................  60
Legal Matters............................................................  62
Experts..................................................................  62
Where You Can Find Additional Information................................  62
Index to Consolidated Financial Statements............................... F-1
"Entegris" is a trademark of Entegris, Inc. in the United States and other
jurisdictions. Registration of "Entegris" is pending in the United States and
in other jurisdictions and registration of the Entegris logo is pending in the
United States. This prospectus also contains registered trademarks of Entegris
and registered trademarks and service marks of other entities.
PROSPECTUS SUMMARY

   This summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all of the information that you
should consider before investing in our common shares. You should read the
entire prospectus carefully before making an investment decision. This
prospectus contains forward-looking statements which involve risks and
uncertainties. Our results could differ significantly from those anticipated in
these forward-looking statements as a result of various factors, including
those set forth in "Risk Factors" and the consolidated financial statements and
the related notes. Except as otherwise indicated, all information in this
prospectus assumes no exercise of the underwriters' over-allotment option and
gives effect to a 2-for-1 stock split of the Entegris common shares to be
effective prior to the completion of this offering.

                                    Entegris

   We are a leading provider of materials management solutions to the
microelectronics industry including, in particular, the semiconductor
manufacturing and disk manufacturing markets. Our materials management
solutions for the semiconductor industry assure the integrity of materials as
they are handled, stored, processed and transported throughout the
semiconductor manufacturing process, from raw silicon wafer manufacturing to
packaging of completed integrated circuits. These solutions enable our
customers to protect their investment in work-in-process and finished devices
by facilitating the safe handling, purity and precision processing of the
critical materials used in their manufacturing process.

   Semiconductors are the building blocks of today's electronics and the
backbone of the information age. An increasing variety of new markets and
applications, such as wireless communications devices, network infrastructure
and Internet appliances, has driven the demand for semiconductors with enhanced
performance characteristics. As a result, semiconductors have become
increasingly complex, with smaller feature sizes and shorter product life
cycles, resulting in a more costly and complex manufacturing process. To
improve manufacturing productivity and efficiency, semiconductor manufacturers
have historically implemented yield management and automation technologies.
Because significant productivity gains from implementing these technologies
have for the most part already been realized, semiconductor manufacturers are
now increasingly focused on materials management to prevent the damage and
degradation of materials used or consumed throughout the manufacturing process
as well as to improve the predictability of that process. Wafer processing can
involve as many as 500 steps and take up to six weeks. As a result, a batch of
25 fully processed wafers can cost more than $1 million. Damage to a processed
wafer can severely impact integrated circuit performance or render an
integrated circuit inoperable. Thus, it is critical to ensure safe and reliable
wafer processing throughout the manufacturing process. The need for efficient
and reliable materials management is becoming increasingly important to
semiconductor manufacturers as new materials are introduced and as 300mm wafer
technology becomes more prevalent.

   Throughout our 34-year history, we have been a leading provider of materials
management solutions for the semiconductor industry. We have extensive
expertise in the development of polymer materials and we believe that we have
the broadest product line of standard and customized products. We have eleven
worldwide manufacturing facilities which enable us to provide local delivery,
advanced manufacturing capabilities and the capacity to meet customer demand
requirements. Our materials management products, such as wafer shippers, wafer
transport and process carriers, pods and work-in-process boxes, preserve the
integrity of wafers as they are transported from wafer manufacturers to
semiconductor manufacturers, processed into finished wafers and integrated
circuits and subsequently tested, assembled and packaged. We also provide
chemical delivery products, such as valves, fittings, tubing, pipe and
containers, that assure the consistent and safe delivery of sophisticated
chemicals between chemical manufacturers and semiconductor manufacturers'
point-of-use.

                                       3
We believe we are a technology leader in providing materials handling
solutions for the microelectronics industry. We are a leading designer and
manufacturer of 300mm wafer materials management solutions with products such
as front opening unified pods and reduced-pitch front opening shipping boxes.
In addition, our innovative designs and our use of high purity, corrosion
resistant fluid handling materials have made us a recognized leader in high
purity fluid transfer products. Our chemical delivery product line represents a
number of industry firsts, including: the first perfluoroalkoxy, or PFA,
fusion-bonded piping; the first valves with no metal parts in the fluid stream;
the first nonmetallic capacitive sensors to successfully perform in harsh
environments at high temperatures; and the first PFA pinch valve. More
recently, our Galtek SG Series valve received the 1999 Editor's Choice Best
Product award from Semiconductor International magazine for its ability to
maintain industry flow capacity standards despite its small size.

   Our objective is to build upon our leadership position in materials
management solutions for the semiconductor device, equipment and materials
industries, as well as apply our expertise to the growing materials management
needs of other industries. The key elements of our strategy to achieve this
objective are:

  .  expand technological leadership;

  .  broaden product offering;

  .  enhance relationships with customers and suppliers;

  .  expand in Japan;

  .  pursue selective acquisitions; and

  .  expand into new industries.

   We sell our products worldwide to over 1,000 customers, who represent a
broad base of leading suppliers to the microelectronics industry. Our customers
in the semiconductor industry include wafer manufacturers, chemical suppliers,
equipment manufacturers, device manufacturers and assemblers. Our semiconductor
customers include Amkor/Anam, Applied Materials, Arch Chemicals, IBM, Infineon,
Intel, Texas Instruments and TSMC. Our customers in data storage manufacturing
include HMT, IBM, Komag and Seagate Technology. International sales represented
approximately 45.1% of our sales in fiscal 1998, 47.9% of our sales in fiscal
1999, and 55.2% of our sales in the six months ended February 28, 2000. We
provide our customers with a worldwide network of sales and support personnel,
which enable us to offer local service to our global customer base and assure
the timely and cost-effective delivery of our products.

   Entegris was incorporated under the laws of the State of Minnesota in 1999
as part of a consolidation of Fluoroware, Inc. and Empak, Inc., both of which
are now wholly-owned subsidiaries of Entegris. Fluoroware and Empak are
Minnesota corporations. Fluoroware has been in business since 1966 and Empak
has been in business since 1980. Our principal executive offices are located at
3500 Lyman Boulevard, Chaska, Minnesota 55318, and our telephone number is
(952) 556-3131. The address of our web site is www.entegris.com. Information
contained on our web site is not part of this prospectus.

                                       4
The Offering

   Common shares offered by Entegris.......... 8,600,000 shares

   Common shares offered by the selling        4,400,000 shares
shareholders..................................

   Common shares to be outstanding after this  67,320,700 shares
offering......................................

   Use of proceeds............................ Retirement of debt, working
                                               capital and general corporate
                                               purposes. We may also use a
                                               portion of the proceeds to
                                               acquire complementary
                                               businesses. See "Use of
                                               Proceeds."

   Proposed Nasdaq National Market symbol..... ENTG

   The number of common shares to be outstanding after this offering is based
on the number of shares outstanding as of February 28, 2000, and does not
reflect the following:

  .  7,267,936 shares subject to stock options currently outstanding at a
     weighted average exercise price of $3.62 per share;

  .  317,446 shares redeemed in March 2000 from former employees, which had
     been previously distributed by our Employee Stock Ownership Plan and
     which we were required to redeem pursuant to the terms of the Plan;

  .  24,736 shares issued since February 28, 2000;

  .  6,947,006 common shares reserved for future grants of options under our
     stock option plans and future issuances of stock under our Employee
     Stock Purchase Plan; and

  .  1,290,000 shares that the underwriters may purchase from us to cover
     over-allotments, if any.

                                       5
Summary Consolidated Financial Data
                     (in thousands, except per share data)
Six Months Ended
                                 Fiscal Year Ended August 31,                February 28,
                         ------------------------------------------------  ------------------
                           1995      1996      1997      1998      1999      1999      2000
                         --------  --------  --------  --------  --------  --------  --------
Consolidated Statement
 of Operations Data:
 Net sales.............. $193,284  $271,037  $277,290  $266,591  $241,952  $111,590  $156,662
 Cost of sales..........  104,513   149,042   161,732   156,508   148,106    72,026    85,260
                         --------  --------  --------  --------  --------  --------  --------
  Gross profit..........   88,771   121,995   115,558   110,083    93,846    39,564    71,402
 Selling, general and
  administrative
  expenses..............   43,284    62,390    62,384    65,536    64,336    28,896    34,962
 Engineering, research
  and development
  expenses..............    9,776    12,446    17,986    19,912    14,565     7,571     6,234
                         --------  --------  --------  --------  --------  --------  --------
  Operating profit......   35,711    47,158    35,188    24,635    14,945     3,097    30,206
 Interest expense, net..    2,782     4,582     6,652     6,995     5,498     3,040     2,020
 Other (income) expense,
  net...................   (1,010)   (1,396)    2,201      (273)   (1,850)   (1,312)   (6,282)
                         --------  --------  --------  --------  --------  --------  --------
  Income before income
   taxes and other items
   below................   33,939    43,972    26,335    17,913    11,297     1,369    34,468
 Income tax expense.....   12,596    16,109    10,578     4,536     4,380        89    11,589
 Equity in net (income)
  loss of affiliates....   (3,347)   (3,252)   (1,750)      119     1,587     1,196      (582)
 Minority interest in
  subsidiaries' net
  income (loss).........    1,601     2,898       572       176      (399)      (15)      348
                         --------  --------  --------  --------  --------  --------  --------
  Net income (1)........ $ 23,089  $ 28,217  $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                         ========  ========  ========  ========  ========  ========  ========
 Earnings per common
  share (1):
  Basic................. $   0.36  $   0.46  $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted............... $   0.35  $   0.44  $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
 Weighted average common
  shares:
  Basic.................   64,034    61,676    60,419    60,714    60,171    60,343    59,501
  Diluted...............   65,396    63,504    62,238    61,458    62,121    61,413    64,376
February 28, 2000
                                                        -----------------------
                                                         Actual  As Adjusted(2)
                                                        -------- --------------
Consolidated Balance Sheet Data:
 Cash and cash equivalents............................. $ 25,029    $114,029
 Working capital.......................................   69,504     158,504
 Total assets..........................................  266,540     355,540
 Long-term debt and capital lease obligations,
  excluding current maturities.........................   50,770      17,770
 Total liabilities and minority interest...............  123,571      85,571
 Shareholders' equity..................................  142,969     269,969
--------
(1)  Net income and per share figures exclude loss from discontinued operations
     of $1,503,000, or $0.02 per share diluted, in fiscal 1995 and income from
     discontinued operations of $455,000, or $0.01 per share diluted, in fiscal
     1996.
(2)  As adjusted to reflect the sale of 8,600,000 common shares by us offered
     in this prospectus at an assumed offering price of $16.00 per share,
     assuming no exercise of the underwriters' over-allotment option, and the
     application of a portion of the estimated net proceeds, after deducting
     the underwriting discounts and commissions and our estimated offering
     expenses, to repay approximately $38 million of debt. See
     "Capitalization."

                                       6
RISK FACTORS

   You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common shares.
Investing in our common shares involves a high degree of risk. The risks and
uncertainties described below are not the only ones that we face. Additional
risks and uncertainties not presently known to us or that we currently believe
are immaterial also may impair our business operations. If any of the events
described in the following risks occur, our business, operating results and
financial condition could be significantly harmed. In addition, the trading
price of our common shares could decline due to any of the events described in
these risks, and you may lose all or part of your investment.

Risks related to Entegris.

The semiconductor industry is highly cyclical, and an industry downturn would
harm our operating results.

   Our business depends on the purchasing patterns of semiconductor
manufacturers, which, in turn, depend on the current and anticipated demand for
semiconductors and products utilizing semiconductors. The semiconductor
industry is highly cyclical and historically has experienced periodic
downturns, which often have resulted in decreased expenditures by semiconductor
manufacturers. These downturns, which occurred most recently in 1996 and 1998,
have harmed our sales, gross profits and operating results. Furthermore, even
in periods of reduced demand, we must continue to maintain a satisfactory level
of research and development expenditures and continue to invest in our
infrastructure. We expect the semiconductor industry to continue to be
cyclical. Any future downturns will harm our operating results.

Our revenue and operating results may fluctuate in future periods, which could
harm our share price.

   Our sales and operating results can vary significantly from quarter to
quarter. We anticipate that these fluctuations will continue in the future due
to a variety of factors, many of which are beyond our control. Fluctuations in
our results could cause our share price to decline substantially. We believe
that period-to-period comparisons of our results of operations may not be
meaningful, and you should not rely upon them as indicators of our future
performance. Our sales and operating results in a particular quarter can vary
significantly due to a variety of factors, including the following:

  .  the timing of significant customer orders and customer spending
     patterns;

  .  changes in product mix;

  .  conditions in the semiconductor device, capital equipment and materials
     industries;

  .  competitive pricing pressures;

  .  availability of raw materials;

  .  the announcement of new products, product enhancements and technological
     developments by us and our competitors;

  .  general global economic conditions or economic conditions in a
     particular region; and

  .  costs we may incur if we become involved in future litigation.

   Accordingly, the results of any past period are not necessarily indicative
of the results to be expected in any future period. Further, we base our
current and future expense plans in part on our expectations of our long-term
future revenue. As a result, our expense levels are relatively fixed in the
short-term. An unanticipated decline in revenue in a particular quarter could
disproportionately affect our net income in that quarter. In addition, because
we typically do not have significant backlog, changes in order patterns have a
more immediate impact on our revenues.

                                       7
Our industry is subject to rapid technological change, and our business may be
harmed if we are unable to successfully identify and develop new products or
respond to technological change.

   The microelectronics industry is subject to rapid technological change,
changing customer requirements and frequent new product introductions. Because
of this, the life cycle of our products is difficult to determine. Our future
success will depend, to a significant extent, on our ability to keep pace with
changes in the market and on our ability to enhance our current products and
introduce new products. For example, we must continue to identify new polymers,
improve our product design and qualify our products with our customers. We
cannot assure you that we will be able to successfully develop and introduce
new products and materials in a timely and cost-effective manner, that any
product enhancements or new products developed by us will gain market
acceptance or that products or technologies developed by others will not make
our products or technologies obsolete or less competitive. If we do not
anticipate or respond adequately to technological developments or customer
requirements, we could become less competitive and our business could be
harmed.

Our dependence on single and limited source suppliers could affect our ability
to manufacture our products.

   We rely on single and limited source suppliers for some of the advanced
polymers that are critical to the manufacturing of our products. At times, we
have experienced a limited supply of some of these polymers, which resulted in
delays and increased costs. An industry-wide increase in demand for these
polymers could affect the ability of our suppliers to provide sufficient
quantities to us. If we are unable to obtain an adequate quantity of such
supplies, our manufacturing operations may be interrupted. Obtaining
alternative sources could result in increased costs and shipping delays, which
could damage our relationships with current and potential customers and harm
our business and results of operations.

   Prices for polymers have varied widely in recent years. Although we have a
long-term contract with a key supplier of polymers, if that supply is
interrupted or our requirements exceed the contracted amounts of such
materials, we could be exposed to higher material costs. An increase in the
price of these materials could harm our operations.

Our success depends upon our ability to attract and retain key personnel.

   Our success depends upon the continued efforts of our senior management team
and our technical, manufacturing, marketing and sales personnel. These
employees may voluntarily terminate their employment with us at any time. Our
success also depends on our ability to attract and retain additional highly
qualified management, manufacturing, technical, marketing and sales personnel.
Competition for such personnel in the technology and semiconductor industries
is particularly intense. Recruiting and hiring employees with the combination
of skills and attributes required to conduct our business is extremely
competitive, time-consuming and expensive.

   Approximately one-third of our work force are participants in our Employee
Stock Ownership Plan, which held 20,385,514 of our common shares as of February
28, 2000. Following termination of employment, participants in the ESOP have
the right, as of the second August 31 following termination, to request
distribution of the Entegris shares allocated to their accounts. In addition,
the ESOP was recently amended to provide that, if this offering is successfully
completed, each ESOP participant may elect to receive an annual "in-service"
distribution of up to 10% of the shares in each of their accounts. The first
opportunity to elect an in-service distribution will be in May 2001. Except for
this annual in-service distribution election and the sale of approximately 12%
of the ESOP shares in this offering, a participant who remains an employee has
no right to control or receive the shares in that participant's account. The
significant value of the ESOP shares and the limited ability to obtain and
control these shares while employed may be important factors that many
employees might consider when determining whether to continue their employment
with us.

                                       8
We may not be able to successfully retain existing personnel or identify,
hire and integrate new personnel. If we lose the services of key personnel or
are unable to attract additional qualified personnel, our business, financial
condition and results of operations could be harmed. The U.S. economy's long
period of expansion and high rate of employment have increased the difficulty
of recruiting qualified manufacturing personnel, such as operators of our
manufacturing equipment. If a significant number of manufacturing personnel
were to voluntarily terminate their employment with us, our operations could be
impaired.

We need to successfully manage the anticipated expansion of our operations or
our business may be harmed.

   Consolidations and the expansion of our business have placed and will
continue to place significant demands on our managerial, financial and
technical resources. Entegris resulted from the consolidation in June 1999 of
Fluoroware and Empak, two companies that had been operating independently for
many years prior to the consolidation. Each company had its own business
culture, customers, employees, systems and geographically dispersed operations.
If we fail to successfully complete the integration of Fluoroware and Empak or
effectively manage future expansion, our business and our operating results
could be harmed.

We operate in the highly competitive semiconductor materials management
industry.

   We face substantial competition from a number of companies, some of which
have greater financial, marketing, manufacturing and technical resources. Our
industry is fragmented, but is consolidating. As a result, larger providers of
materials management solutions and products could emerge, with potentially
broader product lines. Larger competitors could spend more on research and
development, which could give those competitors an advantage in meeting
customer demand. We expect that existing and new competitors will improve the
design of their existing products and will introduce new products with enhanced
performance characteristics. The introduction of new products or more efficient
production of existing products by our competitors could increase pricing
pressure on our products. Further, customers continue to demand lower prices,
shorter delivery times and enhanced product capability. If we do not respond
adequately to such pressures, we could lose customers or orders. If we are
unable to compete successfully against our current and future competitors, we
could experience pricing pressures, reduced gross margins and order
cancellations, any one of which would harm our business.

We face manufacturing risks.

   Our manufacturing processes are complex and require the use of expensive and
technologically sophisticated equipment and materials. These processes are
frequently modified to improve manufacturing yields and product quality. We
have on occasion experienced manufacturing difficulties that have delayed our
ability to deliver products within agreed-upon time frames. A number of our
product lines are manufactured at only one or two facilities, and any
disruption could impact our sales until another facility could commence or
expand production of such products.

   Our manufacturing operations are subject to numerous risks, including:

  .  the introduction of impurities in the manufacturing process that could
     lower manufacturing yields and make our products unmarketable;

  .  the costs and demands of managing and coordinating geographically
     diverse manufacturing facilities; and

  .  the disruption of production in one or more facilities as a result of a
     slowdown or shutdown in another facility.

                                       9
We could experience these or other manufacturing difficulties, which might
result in a loss of customers and harm our business and results of operations.

Our manufacturing capability depends on our ability to procure and maintain our
capital equipment.

   Internally designing and producing new complex tools or purchasing
additional capital equipment can take several months. If our existing equipment
fails, or we are unable to obtain new equipment quickly enough to satisfy any
increased demand for our products, we may lose sales to competitors. In
particular, we do not maintain duplicate tools for most of our important
products. Fixing or replacing complex tools is time consuming, and we may not
be able to replace a damaged tool in time to meet customer requirements.

Lack of market acceptance of our 300mm products could harm our operating
results.

   The growing trend toward the use of 300mm wafers has contributed to the
increasing complexity of the semiconductor manufacturing process. The greater
diameter of these wafers requires higher tooling costs and presents more
complex handling, storage and transportation challenges. We are making
substantial investments to complete a full line of 300mm wafer manufacturing
and handling products. We cannot assure you that our customers will adopt our
300mm wafer manufacturing and handling product lines. If we are not a leader in
the 300mm market, the market share for our other products could decline. In
addition, if the trend toward 300mm wafer manufacturing does not evolve as we
anticipate, sales of our products for these applications would be minimal and
we might not recover our development costs.

Our management information and financial reporting systems are not fully
integrated and need to be upgraded, which will be costly. If these new systems
are not successfully implemented, our business may be harmed.

   The management information and financial reporting systems that we use in
our day-to-day operations are not fully integrated. We will need to continue to
invest in these systems in order to maintain our current level of business and
accommodate any future growth. We anticipate that the total costs associated
with upgrading and integrating our systems will be approximately $8 to $10
million over the next two to four years. Our failure to successfully upgrade
and integrate our management information and financial reporting systems may
disrupt our business, create inefficiencies due to the lack of centralized
data, result in unnecessarily high levels of inventories, increase expenses
associated with additional employees to compensate for the lack of fully
integrated systems and cause other harmful effects on our business.

We encounter difficulties in soliciting customers of our competitors because
customers tend to standardize procedures and are reluctant to change their
standardized manufacturing processes.

   Once an original equipment manufacturer or a microelectronics manufacturer
has selected particular materials management products, that manufacturer
generally incorporates those products into customized manufacturing procedures,
assuring precise and consistent processing steps. After these procedures have
been established, manufacturers are very reluctant to switch to another
provider of materials management products. Accordingly, it may be difficult to
sell our products to a manufacturer that has already selected a competitor's
products.

We are subject to numerous governmental regulations.

   We are subject to federal, state, local and foreign regulations. Compliance
with future regulations, including environmental regulations in the United
States and abroad, could require us to incur substantial costs. If we do not
comply with current or future regulations, directives and standards:

                                       10
.  we could be subject to fines;

  .  our production could be suspended or delivery could be delayed; and

  .  we could be prohibited from offering particular products in specified
     markets.

   Certain of our fluid handling products fall within the scope of U.S. export
licensing regulations pertaining to products that could be used in connection
with chemical weapons processes. These regulations require us to obtain
licenses to ship some of our products to customers in certain countries, and we
routinely apply for and obtain export licenses. The applicable export licensing
regulations frequently change. Moreover, the types and categories of products
that are subject to export licensing are often described in the regulations in
general terms and could be subject to differing interpretations. We are
currently cooperating with the United States Department of Commerce to clarify
our licensing practices and to review our practices with respect to sales of
products to certain countries in recent years. While the Department of Commerce
review is pending, we have been applying for export licenses with respect to
ongoing orders for those same products from customers in the countries that are
the subject of the review, and the Department of Commerce has been granting
licenses for these sales. Nevertheless, the Department of Commerce may
determine that some of our past practices were not in compliance with export
licensing regulations, which could subject us to penalties. Any denial or delay
in the issuance of future export licenses could result in lost sales.

We may face product liability claims which could harm our operating results.

   Our products are used by our customers to handle sensitive, complex and
valuable wafers and semiconductor materials and devices. If our products fail,
these materials could be damaged or contaminated, which could expose us to
product liability claims. Business interruption and personal injury claims are
also possible in the event of a product failure or misapplication of our
product by a customer. In addition, the failure of our chemical delivery
products could subject us to environmental liability claims and a failure of
our custom medical device components could subject us to personal injury
claims. We cannot predict whether our existing insurance coverage limits are
adequate to protect us from any liabilities that we might incur in connection
with the manufacture, sale or use of our products. A successful product
liability claim or series of product liability claims brought against us could
harm our business, operating results and financial condition.

We are dependent on Metron Technology N.V. for a substantial portion of our
sales.

   For the period ended August 31, 1999, we derived 14.3% of our revenues from
customers that purchase our products through Metron Technology N.V., which
distributes our products in parts of Europe, Asia and the United States. Any
negative material event relating to Metron may impact our business. In November
1999, Metron completed an initial public offering and our ownership of Metron
decreased from 32.8% to 20.8%. Although we retain a significant ownership stake
in Metron, we now have less influence on Metron's business and decision making,
and Metron may make decisions regarding the conduct of its business that could
harm us and over which we have no control.

We may not be able to manage our joint ventures effectively.

   We have entered into joint venture agreements intended to complement or
expand our manufacturing and distribution operations in Japan and Korea. The
success of our joint ventures depends in part on our ability to strengthen our
relationships with our joint venture partners. We may not realize the benefits
we anticipated when we entered into these transactions. Any of the foregoing
could harm our business, financial condition and results of operations.

We may make future acquisitions that might dilute our shareholders' equity and
increase our debt.

   We might acquire other businesses, technologies or product lines, although
we currently have no commitments or agreements with respect to any acquisition.
We cannot assure you that we will be able to successfully identify, negotiate
or finance such acquisitions, or integrate such acquisitions within our current
business. If we acquire any other business, we could incur debt, assume
liabilities or issue stock. The issuance of stock would dilute our current
shareholders' percentage ownership.

                                       11
Acquisitions could also involve numerous risks, including:

  .  difficulties integrating the purchased operations, technologies or
     products with our existing business and products;

  .  diversion of management's attention from our core business;

  .  harmful effects on relationships with existing and potential suppliers
     and customers;

  .  risks associated with entering markets in which we have limited
     experience; and

  .  potential loss of key employees.

   We may not be able to successfully integrate any business, products,
technologies or personnel that we purchase in the future.

We generally have no long-term contracts with our customers.

   As is typical in our industry, our sales are primarily made on a purchase
order basis and we have few long-term purchase commitments from our customers.
As a result, we rely upon the constant placement of purchase orders for our
products and we cannot predict the level of future sales or commitments from
our current customers.

We may not be able to protect our intellectual property, which may limit our
ability to compete.

   Our success depends in part on our proprietary technology. We attempt to
protect our intellectual property rights primarily through patents, trademarks
and non-disclosure agreements. However, we might not be able to protect some of
our technology, and competitors might be able to develop similar technology
independently. In addition, the laws of certain foreign countries might not
afford our intellectual property the same protection as do the laws of the
United States. The costs of applying for patents in foreign countries and
translating the applications into foreign languages require us to select
carefully the inventions for which we apply for patent protection and the
countries in which we seek such protection. Generally, we have concentrated our
efforts on obtaining international patents in Europe, Japan and Taiwan because
there are competing manufacturers in those countries, as well as current and
potential customers. Our inability or failure to obtain adequate patent
protection in a particular country could harm our ability to compete
effectively in that country. Our patents also might not be sufficiently broad
to protect our technology, and any existing or future patents might be
challenged, invalidated or circumvented. Additionally, our rights under our
patents may not provide competitive advantages.

Litigation may be necessary to defend us against claims of intellectual
property infringement.

   We do not believe that any of our products are infringing any patents or
proprietary rights of others, although infringements may exist or might occur
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. Litigation could result in substantial cost
and diversion of our efforts. Moreover, an adverse determination in any
litigation could cause us to lose proprietary rights, subject us to significant
liabilities to third parties, require us to seek licenses or alternative
technologies from third parties, or prevent us from manufacturing or selling
our products. Any of these events would harm our business, financial condition
and results of operations.

Risks related to our international operations.

An increased concentration of wafer manufacturing in Japan could result in
lower sales of our wafer management and shipping products.

   A large percentage of the world's wafer manufacturing currently takes place
in Japan. Although we have manufacturing and distribution facilities in Japan,
our market share in Japan is low. Unless we expand our operations in Japan,
increased wafer manufacturing in Japan could make it more difficult for us to
maintain our global market share and current sales level of our wafer
management and shipping products. We believe that we must increase our
manufacturing capabilities in Japan in order to improve our market share. We
cannot assure you that we will be able to expand our manufacturing capability
or market share in Japan.

                                       12
We are dependent upon sales outside the United States.

   International sales accounted for 45.1% of our revenues in fiscal 1998,
47.9% in fiscal 1999 and 55.2% in the six months ended February 28, 2000. We
anticipate that sales outside the United States will continue to be a
significant percentage of our revenues. A significant portion of our revenues
will therefore be subject to risks associated with sales in markets outside the
United States, including:

  .  export controls;

  .  unexpected changes in legal and regulatory requirements and policy
     changes affecting the markets for semiconductor technology;

  .  changes in tariffs, exchange rates and other barriers;

  .  political and economic instability;

  .  difficulties in accounts receivable collection;

  .  difficulties in managing sales representatives or distributors;

  .  difficulties in staffing and managing foreign operations;

  .  difficulties in protecting our intellectual property outside the United
     States;

  .  seasonality of sales; and

  .  potentially adverse tax consequences.

   We cannot predict whether such factors will harm our future sales outside
the United States and, consequently, our business, operating results and
financial condition.

   Taiwan accounts for a growing portion of the world's semiconductor
manufacturing. There are currently strained relations between China and Taiwan.
Any adverse development in those relations could significantly impact the
worldwide production of semiconductors, which would lead to reduced sales of
our products and harm our operating results.

   The value of the U.S. dollar in relation to other currencies may also harm
our sales to customers outside the United States. For the six months ended
February 28, 2000, approximately 22% of our sales revenue was not denominated
in U.S. dollars, which exposes us to currency fluctuations. We intend to expand
internationally, and to the extent that we do so or change our pricing
practices to denominate prices in other currencies, we will be exposed to
increased risks of currency fluctuations as well as the increased risks of
doing business internationally.

Economic difficulties in countries in which we sell our products can lead to a
decrease in demand for our products and harm our financial results.

   The volatility of general economic conditions as well as fluctuations in
currency exchange and interest rates can lead to decreased demand in countries
in which we sell products. For example, in 1997 and 1998, many Asian countries
experienced economic and financial difficulties. During this period, our sales
to customers in Asia declined, which harmed our results of operations.
Moreover, any economic, banking or currency difficulties experienced by
countries in which we have sales may lead to economic recession in those
countries. This in turn could result in a reduction in sales to customers in
these countries, which would harm our results of operations.

Risks related to investing in our initial public offering.

Substantial sales of shares, including shares owned by our employees, may
impact the market price of our common shares.

   If our shareholders sell substantial amounts of our common shares, including
shares issued upon the exercise of outstanding options, the market price of our
common shares may fall. These sales also make it more

                                       13
difficult for us to sell equity or equity-related securities in the future at a
time and price that we deem appropriate. After completion of this offering, and
after taking into account the redemption of 317,446 common shares in March
2000, we will have 67,003,254 outstanding common shares. All of the shares sold
in this offering will be freely tradable. Of the 58,720,700 common shares
outstanding prior to this offering, 20,385,514 are held by our Employee Stock
Ownership Plan (ESOP). We expect that 57,074,164 shares (including shares held
by the ESOP) will be subject to lock-up arrangements between the shareholders
and us or the underwriters. These shares will be eligible for sale in the
public market 180 days following the date of this prospectus. Of the 57,074,164
shares subject to lock-up arrangements, 6,607,668 will not be subject to volume
limitations under federal securities laws, and 50,466,496 will be subject to
volume limitations. In addition, approximately 4,723,402 of our common shares
are subject to immediately exercisable options, and we expect that none of
these shares will be eligible for sale in the public market until 180 days
following the date of this prospectus. A total of 1,285,374 of our common
shares are available for immediate sale, and an additional 43,716 of our common
shares will be available for sale 90 days from the date of this offering. If
our shareholders sell substantial amounts of common shares (including shares
issued upon the exercise of outstanding options) in the public market, the
market price of our common shares could fall.

   As of February 28, 2000, our ESOP held 20,385,514 common shares or
approximately 34.7% of the shares outstanding before this offering. All shares
in the ESOP are fully allocated to individual accounts of ESOP participants.
All ESOP participants are fully vested in their accounts. The ESOP was recently
amended to provide that, if the offering is successfully completed, each ESOP
participant may elect to receive an annual distribution of up to 10% of the
shares in such participant's account. The first opportunity to elect this "in-
service" distribution will be in May 2001. Participants who are eligible to
receive in-service distributions of shares can elect to have the shares
transferred directly to their IRAs.

   Participants in the ESOP whose employment with us terminates have the right,
as of the second August 31 following termination, to request distribution of
the shares allocated to their accounts. Currently, participants who are no
longer employed by us have the right, subject to lock-up arrangements, to
request distribution of an aggregate of 2,065,209 shares as of August 31, 2000.
Participants are not required to request distributions. A participant whose
account is worth less than $5,000 on the second August 31 after termination of
employment, however, will automatically receive distribution of his or her
shares even if the participant does not request distribution. Participants who
are eligible to receive shares can elect to have the shares transferred
directly to their individual retirement accounts, or IRAs. For a fuller
description of the ESOP, see "Management--Equity and Profit Sharing Plans--
Employee Stock Ownership Plan."

We may need to raise additional capital, and any inability to raise required
funds could harm our business.

   We expect the net proceeds from this offering, cash from operations, and
borrowings under our credit facilities will be sufficient to meet our working
capital and capital expenditure needs for at least the next twelve months.
However, we may need to raise additional capital to acquire or invest in
complementary businesses. Further, if we issue additional equity securities,
the ownership stakes of our existing shareholders would be reduced, and the new
equity securities may have rights, preferences or privileges senior to those of
our existing common shares. If we cannot raise funds, if needed, on acceptable
terms, we may not be able to develop our business, take advantage of future
opportunities, or respond to competitive pressures or unanticipated
requirements, all of which could harm our business and results of operations.

We will have broad discretion as to the use of the offering proceeds.

   We have not allocated the majority of the net proceeds of this offering for
specific uses, and our shareholders may disagree with the way management uses
the proceeds from this offering. We may use a portion of the net proceeds to
acquire additional businesses that we believe will complement or enhance our
current or future business. We cannot, however, be certain that we will be able
to use the proceeds to earn a favorable return.

                                       14
There is currently no public market for our common shares and, following the
offering, our share price may be volatile.

   There has not been a public market for our common shares prior to this
offering, and a liquid trading market for our shares may not develop following
this offering. The initial price of our common shares to be sold in the
offering has been determined by negotiations between us and the representatives
of the underwriters and may not be indicative of prices that will prevail in
the trading market. The trading price of our common shares could be subject to
wide fluctuations in response to various factors, some of which are beyond our
control, including factors discussed elsewhere in this prospectus and the
following:

  .  failure to meet the published expectations of securities analysts for a
     given quarterly period;

  .  changes in financial estimates by securities analysts;

  .  fluctuations in quarterly results;

  .  changes in market values of comparable companies;

  .  stock market price and volume fluctuations;

  .  additions or departures of key personnel;

  .  commencement of our involvement in litigation; and

  .  announcements by us or our competitors of product enhancements, new
     products, technical innovations, contracts, acquisitions, strategic
     partnerships, joint ventures or capital commitments.

   In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation may result in substantial costs and divert management's
attention and resources, which may harm our business.

New investors in our common shares will experience immediate and substantial
dilution.

   The initial public offering price is substantially higher than the book
value per share of our common shares. Investors purchasing common shares in
this offering, therefore, will incur immediate dilution of $12.11 in net
tangible book value per common share at an assumed initial public offering
price of $16.00 per share. Investors will incur additional dilution upon the
exercise of outstanding share options. See "Dilution."

Antitakeover provisions limit the ability of a person or entity to acquire
control of us.

   Our articles of incorporation and bylaws include provisions that:

  .  provide for a classified board of directors, with each class of
     directors subject to re-election every three years, which limits the
     shareholders' ability to quickly change a majority of the board of
     directors;

  .  impose a 75% shareholder vote requirement to change the maximum number
     of directors;

  .  limit the right of our shareholders to call a special meeting of
     shareholders; and

  .  impose procedural and other requirements that could make it difficult
     for shareholders to effect certain corporate actions.

   In addition, we are subject to the anti-takeover provisions of the Minnesota
Business Corporation Act. Any of these provisions could delay or prevent a
person or entity from acquiring control of us. The effect of these provisions
may be to limit the price that investors are willing to pay in the future for
our securities. These provisions might also discourage potential acquisition
proposals or tender offers, even if the acquisition proposal or tender offer is
at a price above the then current market price for our common shares. For a
fuller description of anti-takeover measures, see "Description of Capital
Shares."

                                       15
We do not intend to pay dividends.

   We have never declared or paid any cash dividends on our capital shares. In
addition, our loan agreements restrict our ability to pay dividends without the
consent of our lenders. We currently intend to retain any future earnings to
fund the development and growth of our business and, therefore, do not
anticipate paying any cash dividends in the foreseeable future.

                                       16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   Some of the statements under the captions "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" and elsewhere in this
prospectus are "forward-looking statements." These statements involve known and
unknown risks, uncertainties, and other factors that may cause our, or our
industry's, actual results, levels of activity, performance or achievements to
be significantly different from any future results, levels of activity,
performance or achievements expressed or implied by the forward-looking
statements. These factors are listed under "Risk Factors" and elsewhere in this
prospectus.

   In some cases, you can identify forward-looking statements by terminology
such as "expect," "anticipate," "intend," "may," "should," "plan," "believe,"
"seek," "estimate," "could," "would" or the negative of such terms or other
comparable terminology.

   Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

                                       17
USE OF PROCEEDS

   We expect to receive net proceeds of approximately $127,000,000, after
deducting underwriting discounts and estimated offering expenses, from the sale
of 8,600,000 common shares, and an additional $19,246,800 from the sale of
1,290,000 common shares if the underwriters' over-allotment option is exercised
in full, at an assumed initial public offering price of $16.00 per share. We
will not receive any proceeds from the sale of common shares by the selling
shareholders.

   We intend to use the proceeds of the offering for the retirement of debt,
working capital and general corporate purposes, including sales, marketing,
customer support and other activities related to our business. We will use
approximately $38 million of the proceeds to repay indebtedness owed to ten
lenders under various loan and note agreements and approximately $1.5 million
to pay charges related to such debt reduction. This indebtedness has maturity
dates ranging from 2000 to 2011. This indebteness has a weighted average
interest rate of 8.0%. The indebtedness that we incurred under the loan and
note agreements that we intend to satisfy with offering proceeds was used for
capital expenditures, share redemptions and working capital. We may also use a
portion of the net proceeds for additional capital expenditures, or to acquire
additional businesses that we believe will complement or enhance our current or
future business. However, we have no agreements or commitments to acquire any
business.

   The amounts that we actually expend for working capital and other general
corporate purposes will vary significantly depending on a number of factors,
including future revenue growth, if any, and the amount of cash we generate
from operations. As a result, we will retain broad discretion in the allocation
of the net proceeds of this offering. Pending such uses, we intend to invest
the net proceeds of the initial public offering in investment grade interest-
bearing securities.

                                DIVIDEND POLICY

   We have never declared or paid any cash dividends on our common shares. In
addition, our loan agreements restrict our ability to pay dividends without the
consent of our lenders. We currently intend to retain any future earnings to
fund the development and growth of our business. Therefore, we currently do not
anticipate paying any cash dividends in the foreseeable future.

                                       18
CAPITALIZATION

   The following table sets forth our capitalization as of February 28, 2000:
(1) on an actual basis; and (2) as adjusted to give effect to the sale of
8,600,000 common shares offered in this offering and to give effect to the
receipt of the estimated net proceeds from the sale of such shares at an
assumed initial public offering price of $16.00 per share and the application
of the net proceeds from such sale.

   The capitalization information set forth in the table below is qualified by,
and you should read it in conjunction with, our more detailed Consolidated
Financial Statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this prospectus.
February 28, 2000
                                                          ---------------------
                                                           Actual   As Adjusted
                                                          --------  -----------
                                                              (unaudited)
                                                             (in thousands,
                                                           except share data)
Short-term debt (including current portion of long-term
 debt)................................................... $ 16,787   $ 11,787
Long-term debt (excluding current portion)...............   50,770     17,770
Shareholders' equity:
 Common stock, par value $.01 per share; 200,000,000
  shares authorized,
  58,720,700 and 67,320,700 issued and outstanding,
  actual and as adjusted.................................      587        673
Additional paid-in capital...............................   14,853    141,767
Retained earnings........................................  127,759    127,759
Accumulated other comprehensive loss.....................     (230)      (230)
                                                          --------   --------
  Total shareholders' equity.............................  142,969    269,969
                                                          --------   --------
  Total capitalization................................... $210,526   $299,526
                                                          ========   ========
This table excludes the following shares as of February 28, 2000:

  .  7,267,936 shares subject to stock options currently outstanding at a
     weighted average exercise price of $3.62 per share;

  .  317,446 shares redeemed in March 2000 from former employees, which had
     been previously distributed by our ESOP and which we were required to
     redeem pursuant to its terms;

  .  24,736 shares issued since February 28, 2000;

  .  6,947,006 common shares reserved for future grant of options under our
     stock option plan and future issuances of stock under our stock purchase
     plan; and

  .  1,290,000 shares that the underwriters may purchase from us to cover
     over-allotments, if any.

                                       19
DILUTION

   Our tangible book value as of February 28, 2000 was $134,580,000, or
approximately $2.29 per share. Net tangible book value per share represents the
amount of our total assets less total liabilities, divided by the number of
common shares outstanding. Dilution in net tangible book value per share
represents the difference between the amount per share paid by purchasers of
common shares in this offering and the net tangible book value per common share
immediately after the completion of this offering. After giving effect to the
sale of the 8,600,000 common shares in this offering at an assumed initial
public offering price of $16.00 per share and after deducting the estimated
underwriting discounts and commissions and estimated offering expenses payable
by us, our net tangible book value at February 28, 2000 would have been
$261,580,,000, or approximately $3.89 per share. This represents an immediate
increase in net tangible book value of $1.60 per share to existing shareholders
and an immediate dilution in net tangible book value of $12.11 per share to
purchasers of common shares in this offering. The following table illustrates
this dilution on a per share basis:
Assumed initial public offering price per share.............        $16.00
Net tangible book value per share as of February 28, 2000..  $2.29
       Increase in net tangible book value per share attributable
        to new investors..........................................   1.60
                                                                    -----
      Net tangible book value per share after offering............          3.89
                                                                          ------
      Dilution in net tangible book value per share to new
       investors..................................................        $12.11
                                                                          ======
The following table sets forth, as of February 28, 2000, after giving effect
to the difference between the number of common shares purchased from us, the
total cash consideration paid and the average price per share paid by existing
holders of common shares and by the new investors, before deducting
underwriting discounts and commissions and estimated offering expenses payable
by us, at an assumed initial public offering price of $16.00 per share:
Shares Purchased   Total Consideration    Average
                               ------------------  --------------------    Price
   Name                          Shares   Percent     Amount    Percent  Per Share
   ----                        ---------- -------  ------------ -------  ---------
Existing shareholders...... 63,444,102  88.06%  $ 28,618,000  17.22%   $ 0.45
   New investors..............  8,600,000  11.94    137,600,000  82.78    $16.00
                               ---------- ------   ------------ ------
     Total.................... 72,044,102 100.00%  $166,218,000 100.00%
                               ========== ======   ============ ======
This table includes the following shares as of February 28, 2000:

  .  4,723,402 shares subject to exercisable options outstanding at a
     weighted average exercise price of $2.79 per share.

   This table excludes the following shares as of February 28, 2000:

  .  2,028,534 shares subject to unexercisable options outstanding at a
     weighted average exercise price of $3.42 per share; and

  .  6,947,006 additional shares that could be issued under our stock plans,
     and options for the purchase of 516,000 shares granted to employees
     since February 28, 2000.

   The sale of common shares by the selling shareholders in this offering will
reduce the number of common shares held by existing shareholders to 59,044,102,
or approximately 82.0% of the total number of common shares outstanding upon
the closing of this offering, and will increase the number of shares held by
new public investors to 13,000,000, or approximately 18.0% of the total number
of common shares outstanding after this offering.

                                       20
SELECTED CONSOLIDATED FINANCIAL DATA

   The consolidated statement of operations data for fiscal 1997, 1998, and
1999, and the consolidated balance sheet data as of August 31, 1998 and August
31, 1999, are derived from and are qualified in their entirety by our audited
consolidated financial statements. The consolidated statement of operations
data for fiscal 1995 and 1996, and the consolidated balance sheet data as of
August 31, 1995, 1996 and 1997, are derived from audited consolidated financial
statements which do not appear in this prospectus. The selected consolidated
statement of operations data for the six month periods ended February 28, 1999
and 2000 and the selected consolidated balance sheet data at February 28, 2000
have been derived from unaudited consolidated financial statements included in
this prospectus. The unaudited consolidated financial statements include, in
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, that management considers necessary for a fair statement of the
results for those periods. The historical results presented below are not
necessarily indicative of the results to be expected for any future periods.
Within the consolidated statement of operations data, net income and per share
figures exclude loss from discontinued operations of $1,503,000, or $0.02 per
share diluted, in fiscal 1995 and income from discontinued operations of
$455,000, or $0.01 per share diluted, in fiscal 1996.
Six Months Ended
                                 Fiscal Year Ended August 31,                February 28,
                         ------------------------------------------------  ------------------
                           1995      1996      1997      1998      1999      1999      2000
                         --------  --------  --------  --------  --------  --------  --------
                                     (in thousands, except per share data)
Consolidated Statement
 of Operations Data:
 Net sales.............. $193,284  $271,037  $277,290  $266,591  $241,952  $111,590  $156,662
 Cost of sales..........  104,513   149,042   161,732   156,508   148,106    72,026    85,260
                         --------  --------  --------  --------  --------  --------  --------
  Gross profit..........   88,771   121,995   115,558   110,083    93,846    39,564    71,402
 Selling, general and
  administrative
  expenses..............   43,284    62,390    62,384    65,536    64,336    28,896    34,962
 Engineering, research
  and development
  expenses..............    9,776    12,446    17,986    19,912    14,565     7,571     6,234
                         --------  --------  --------  --------  --------  --------  --------
  Operating profit......   35,711    47,158    35,188    24,635    14,945     3,097    30,206
 Interest expense, net..    2,782     4,582     6,652     6,995     5,498     3,040     2,020
 Other (income) expense,
  net...................   (1,010)   (1,396)    2,201      (273)   (1,850)   (1,312)   (6,282)
                         --------  --------  --------  --------  --------  --------  --------
  Income before income
   taxes and other items
   below................   33,939    43,972    26,335    17,913    11,297     1,369    34,468
 Income tax expense.....   12,596    16.109    10,578     4,536     4,380        89    11,589
 Equity in net (income)
  loss of affiliates....   (3,347)   (3,252)   (1,750)      119     1,587     1,196      (582)
 Minority interest in
  subsidiaries' net
  income (loss).........    1,601     2,898       572       176      (399)      (15)      348
                         --------  --------  --------  --------  --------  --------  --------
  Net income............ $ 23,089  $ 28,217  $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                         ========  ========  ========  ========  ========  ========  ========
 Earnings per common
  share:
  Basic................. $   0.36  $   0.46  $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted............... $   0.35  $   0.44  $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
 Weighted average common
  shares:
  Basic.................   64,034    61,676    60,419    60,714    60,171    60,343    59,501
  Diluted...............   65,396    63,504    62,238    61,458    62,121    61,413    64,376
August 31,
                         -------------------------------------------- February 28,
                           1995     1996     1997     1998     1999       2000
                         -------- -------- -------- -------- -------- ------------
                                              (in thousands)
Consolidated Balance
 Sheet Data:
 Cash and cash
  equivalents........... $ 11,084 $ 11,251 $ 11,354 $  8,235 $ 16,411   $ 25,029
 Working capital........   25,450   44,437   50,991   41,777   48,860     69,504
 Total assets...........  160,010  212,865  260,885  252,941  242,064    266,540
 Long-term debt and
  capital lease
  obligations, excluding
  current maturities....   32,735   61,916   75,971   73,242   53,830     50,770
 Total liabilities and
  minority interest.....   93,791  130,162  151,503  134,542  117,381    123,571
 Shareholders' equity...   66,619   82,703  109,382  118,399  124,683    142,969
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The information in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, except for the historical information,
contains forward-looking statements. These statements are subject to risks and
uncertainties. You should not place undo reliance on these forward-looking
statements, as actual results could differ materially. We do not assume any
obligation to publicly release the results of any revision or updates to these
forward-looking statements to reflect future events or unanticipated
occurrences. This discussion and analysis should be read in conjunction with
our consolidated financial statements and the related notes, which are included
elsewhere in this prospectus.

   Our fiscal year is a 52 or 53 week period ending on the last Saturday of
each August. Our last five fiscal years ended on the following dates: August
26, 1995; August 31, 1996; August 30, 1997; August 29, 1998; and August 28,
1999. Fiscal years are identified in this prospectus according to the calendar
year in which they end. For example, the fiscal year ended August 28, 1999 is
referred to as "fiscal 1999." For convenience, the financial information
included in this prospectus has been presented as ending on the last day of the
month.

Overview

   We are a leading provider of critical materials management solutions for the
handling, storage, processing and transportation of material used in the
manufacture of semiconductors. Entegris is the result of the 1999 combination
of Fluoroware and Empak. Building on 34 years of expertise, we provide a
comprehensive portfolio of materials management products that enable our
customers to protect the critical materials used in the semiconductor
manufacturing process.

   In 1966, we began to produce wafer-carrying baskets for the emerging
semiconductor industry. As the semiconductor industry grew, we expanded our
product lines. During the 1970s, we added wafer shipping containers, die trays
and other items to our product portfolio. In the early 1980s, we added disk
shippers and introduced a series of valve, fitting, pipe and tubing products to
manage chemical delivery for our customers. In the mid 1980s, we also
introduced our chemical transport and storage containers that help ensure the
safe delivery of sophisticated chemicals from chemical manufacturers to the
semiconductor manufacturers' point- of-use. In the early 1990s, we developed
and acquired the technology to manufacture JEDEC/Matrix trays used for testing
and packaging finished integrated circuits. In recent years, we have continued
to broaden our product offerings in response to the trend toward increased size
and complexity of wafers. In October 1999, we acquired a computerized polymer
machining business that we utilize to produce machined products for chemical
delivery applications.

   A significant portion of our net sales are to customers outside the United
States. International sales have always been important for us, and have been
increasingly so, as the semiconductor industry has grown over the past three
decades. We began to manufacture our products in overseas facilities starting
with Japan in 1985. Today, we operate manufacturing facilities in Germany,
Japan, Korea and Malaysia, while continuing to export from the United States.
We also maintain a network of over 117 sales and support offices to service
customers on a worldwide basis. International sales accounted for 43.6% of
sales in fiscal 1997, 45.1% of sales in fiscal 1998, 47.9% of sales in fiscal
1999 and 55.2% for the six month period ended February 28, 2000.

   We derive our revenue from the sale of products to the microelectronics
industry and recognize revenue upon the shipment of such goods to customers.
Our costs of goods sold include polymers, manufacturing personnel, supplies and
fixed costs related to depreciation and operation of facilities and equipment.
Our customers consist primarily of semiconductor manufacturers and
semiconductor equipment and materials suppliers. We serve our customers through
various subsidiaries and sales and distribution relationships in the United
States, Asia and Europe.

   Our results in fiscal 1998 and 1999 were affected by downturns in the
semiconductor industry. During this time, we made significant investments in
capacity expansion. In 1998, in response to the downturn in the semiconductor
industry, we reduced personnel and variable expenses, and consolidated
manufacturing

                                       22
operations. In the second half of calendar 1999, the semiconductor industry
began to recover from the downturn. This recovery has led to improved net sales
and profitability.

   Entegris was incorporated in June 1999 to effect the business combination of
Fluoroware and Empak. We issued common stock in exchange for 100% of the
outstanding shares of both Fluoroware, which began operating in 1966, and
Empak, which began business in 1980. Accordingly, the historical financial
statements of Entegris are shown to include the historical accounts and results
of operations of Fluoroware and Empak and their respective subsidiaries, as if
the business combination had existed for all periods presented.

Results of Operations

   The following table sets forth the relationship between various components
of operations, stated as a percentage of net sales, for each of the periods
indicated. Our historical financial data for fiscal 1997, 1998 and 1999 were
derived from, and should be read in conjunction with, our audited consolidated
financial statements and the related notes included elsewhere in this
prospectus. The historical financial data for the six month periods ended
February 28, 1999 and February 28, 2000 were derived from our unaudited
consolidated financial statements which, in the opinion of management, reflect
all adjustments necessary for the fair presentation of the financial condition
and results of operations for such periods.
Six Months
                                          Fiscal Year Ended        Ended
                                             August 31,        February 28,
                                          -------------------  --------------
                                          1997   1998   1999    1999    2000
                                          -----  -----  -----  ------  ------
                                             (percentage of net sales)
Net sales................................ 100.0% 100.0% 100.0%  100.0%  100.0%
Cost of sales............................  58.3   58.7   61.2    64.5    54.4
                                          -----  -----  -----  ------  ------
Gross profit.............................  41.7   41.3   38.8    35.5    45.6
Selling, general and administrative
 expenses................................  22.5   24.6   26.6    25.9    22.3
Engineering, research and development
 expenses................................   6.5    7.5    6.0     6.8     4.0
                                          -----  -----  -----  ------  ------
Operating profit.........................  12.7    9.2    6.2     2.8    19.3
Interest expense, net....................   2.4    2.6    2.3     2.7     1.3
Other (income) expense, net..............   0.8   (0.1)  (0.8)   (1.2)   (4.0)
                                          -----  -----  -----  ------  ------
Income before income taxes and other
 items...................................   9.5    6.7    4.7     1.2    22.0
Income tax expense.......................   3.8    1.7    1.8     0.1     7.4
Equity in net (income) loss of
 affiliates..............................  (0.6)    --     .7     1.1    (0.4)
Minority interest........................   0.2    0.1   (0.2)     --     0.2
                                          -----  -----  -----  ------  ------
Net income...............................   6.1%   4.9%   2.4%    0.1%   14.8%
                                          =====  =====  =====  ======  ======
Six Months Ended February 28, 2000 Compared to Six Months Ended February 28,
1999

   Net sales. Net sales increased $45.1 million, or 40.4%, to $156.7 million in
the six months ended February 28, 2000, compared to $111.6 million in the
comparable period in fiscal 1999. The improvement reflected the increase in
product sales associated with the recovery in the semiconductor industry that
began in the second half of fiscal 1999. Revenue gains were recorded in all
geographic regions and across all product lines.

   Gross profit. Gross profit in the six months ended February 28, 2000
increased by $31.8 million to $71.4 million, an increase of 80.5% over the
$39.6 million reported in the comparable period in fiscal 1999. Gross margin
for the first two quarters of fiscal 2000 improved to 45.6% compared to 35.5%
for the fiscal 1999 period. The improvements in the fiscal 2000 period
reflected the improved utilization of our production capacity associated with
the higher sales levels noted above, a more favorable product mix and the
benefits of integrating various elements of our manufacturing operations. Gross
margin and gross profit improvements were reported by both domestic and
international operations.

                                       23
Selling, general and administrative expenses. Selling, general and
administrative expenses increased $6.0 million, or 20.8%, to $34.9 million in
the first six months of fiscal 2000 from $28.9 million in fiscal 1999. The
increase was due to higher commissions and incentive compensation as well as
increased expenditures for personnel and information systems. Selling, general
and administrative costs, as a percentage of net sales, decreased to 22.3% from
25.9% primarily due to increased net sales.

   Engineering, research and development expenses. Engineering, research and
development expenses decreased $1.3 million, or 17.0%, to $6.3 million in the
six months ended February 28, 2000 from $7.6 million in the comparable period
in fiscal 1999. The decrease was due to lower personnel costs reflecting
headcount reductions in the six month period ended February 28, 1999, as well
as reduced product sampling and development expenditures. Engineering, research
and development costs, as a percentage of net sales, decreased to 4.0% from
6.8% due to both increased net sales and reduced costs.

   Interest expense, net. Net interest expense decreased 33.6% to $2.0 million
in the first half of fiscal 2000 compared to $3.0 million in the comparable
period a year ago. The decrease reflected the elimination of domestic credit
line borrowings and the short-term investment of available cash balances.

   Other (income) expense, net. Other income was $6.3 million in the first six
months of fiscal 2000 compared to other income of $1.3 million in the
comparable fiscal 1999 period. The change was primarily due to the $5.5 million
gain recognized on the sale of approximately 612,000 shares of stock of Metron
in its initial public offering in November 1999. Other income in the first half
of fiscal 2000 also included gains from foreign exchange translation and the
sale of property and equipment.

   Income tax expense. Income tax expense of $11.6 million was significantly
higher in the first half of fiscal 2000 compared to $89,000 in income tax
expense reported for the first six months of fiscal 1999, primarily reflecting
significantly higher income. Our effective tax rate of 33.6% in the fiscal 2000
period compared to 6.5% for the same period in fiscal 1999.

   Equity in net (income) loss of affiliates. Our equity in the net income of
affiliates was $0.6 million in the six months ended February 28, 2000. Our
equity in the net loss of affiliates was $1.2 million in the comparable period
a year earlier. This improvement primarily reflects the operating results of
Metron, which reflected many of the same improved industry conditions affecting
our results.

   Net income. Net income increased to $23.1 million in the six months ended
February 28, 2000, compared to net income of $0.1 million in the first half of
fiscal 1999.

Fiscal Year Ended August 31, 1999 Compared to Fiscal Year Ended August 31, 1998

   Net sales. Net sales decreased $24.6 million, or 9.2%, to $242.0 million in
fiscal 1999 from $266.6 million in fiscal 1998. The revenue decline was
primarily associated with the slowdown experienced in the semiconductor
industry and reflected lower sales in all major product lines and geographic
areas, primarily in the United States.

   Gross profit. Gross profit in fiscal 1999 declined by $16.2 million to $93.8
million, a decrease of 14.7% from $110.1 million in fiscal 1998. Gross margin
for fiscal 1999 decreased to 38.8% compared to 41.3% in fiscal 1998. The
primary factor underlying the gross margin decline was the reduced utilization
of our production capacity resulting from lower sales levels in fiscal 1999, as
well as a less favorable product mix. A moderate expansion in production
capacity also contributed to the drop in gross margin.

   Selling, general and administrative expenses. Selling, general and
administrative expenses decreased $1.2 million, or 1.8%, to $64.3 million in
fiscal 1999 from $65.5 million in fiscal 1998. Fiscal 1999 costs included
expenses of $5.4 million associated with the business combination of Fluoroware
and Empak and higher information systems costs. These increases were offset by
improvements related to headcount reductions

                                       24
and lower incentive compensation. Selling, general and administrative costs, as
a percentage of net sales, increased to 26.6% from 24.6% primarily due to the
decline in net sales and one-time business combination expenses.

   Engineering, research and development expenses. Engineering, research and
development expenses decreased $5.3 million, or 26.9%, to $14.6 million in
fiscal 1999 from $19.9 million in fiscal 1998. The decrease was due to lower
personnel costs associated with personnel reductions related to the
semiconductor downturn, as well as reduced product sampling and development
expenditures. Engineering, research and development costs, as a percentage of
net sales, decreased to 6.0% from 7.5% due to both increased net sales and
reduced costs.

   Interest expense, net. Net interest expense decreased 21.4% to $5.5 million
in fiscal 1999 compared to $7.0 million in fiscal 1998. The decrease reflected
reduced borrowings.

   Other (income) expense, net. Other income was $1.9 million in fiscal 1999
compared to $0.3 million in fiscal 1998. The increase primarily reflected a
$2.0 million difference in foreign currency translation gains.

   Income tax expense. Income tax expense decreased slightly in fiscal 1999
compared to fiscal 1998. Our effective tax rate was 38.8% in fiscal 1999
compared to 25.3% in fiscal 1998, which reflected the benefit of tax deductions
related to international operations not recognized in prior years.

   Equity in net (income) loss of affiliates. Our equity in the net loss of
affiliates was $1.6 million in fiscal 1999 compared to $0.1 million in fiscal
1998. This decline reflects the operating results of Metron, which reflected
many of the same declining industry conditions affecting our results.

   Net income. Net income decreased $7.4 million, or 56.2%, to $5.7 million in
fiscal 1999 from $13.1 million in fiscal 1998.

Fiscal Year Ended August 31, 1998 Compared to Fiscal Year Ended August 31, 1997

   Net sales. Net sales decreased $10.7 million, or 3.9%, to $266.6 million in
fiscal 1998 from $277.3 million in fiscal 1997. The revenue decline reflected
the slowdown experienced in the semiconductor industry in 1998, particularly
affecting product sales in the second half of the year. We experienced lower
sales in the United States and Asia, which was partly offset by increased sales
in Europe. All major product lines were affected.

   Gross profit. Gross profit in fiscal 1998 decreased by $5.5 million to
$110.1 million, a decrease of 4.7% from $115.6 million in fiscal 1997. Gross
margin for fiscal 1998 was 41.3% of net sales compared to 41.7% in fiscal 1997.
The primary factor underlying the slight gross margin decline was the reduced
utilization of our production capacity occurring in the second half of fiscal
1998 due to the reduced level of sales and severance costs associated with the
reduction in manufacturing personnel which took place in fiscal 1998. An
expansion in production capacity in Asia and Europe also contributed to the
decrease in gross margin.

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased $3.2 million, or 5.1%, to $65.5 million in
fiscal 1998 from $62.4 million in fiscal 1997. Higher information systems
expenses and severance costs accounted for the increase. Selling, general and
administrative costs, as a percentage of net sales, increased to 24.6% from
22.5%, reflecting both the increased costs and lower net sales.

   Engineering, research and development expenses. Engineering, research and
development expenses increased $1.9 million, or 10.7%, to $19.9 million in
fiscal 1998 from $18.0 million in fiscal 1997. The increase reflected higher
personnel, product sampling and development costs. Engineering, research and
development costs, as a percentage of net sales, increased to 7.5% from 6.5%,
reflecting both the increased costs and lower net sales.

                                       25
Interest expense, net. Our net interest expense rose slightly to $7.0
million in fiscal 1998 compared to $6.7 million in fiscal 1997. The increase
reflected an increased level of average outstanding borrowings.

   Other (income) expense, net. Other income was $0.3 million in fiscal 1998
compared to other expense of $2.2 million in fiscal 1997. The increase
reflected lower foreign currency translation losses in fiscal 1998 and $1.2
million in gains on property and equipment sales in fiscal 1998.

   Income tax expense. Our effective income tax rate was 25.3% in fiscal 1998
compared to 40.2% in fiscal 1997. The lower rate in fiscal 1998 primarily
reflected the benefit of tax deductions related to international operations not
recognized in prior years.

   Equity in net (income) loss of affiliates. Our equity in the net loss of
affiliates was $0.1 million in fiscal 1998, compared to equity in net income of
affiliates of $1.8 million in fiscal 1997. This decrease reflected the
operating results of Metron, which reflected many of the same declining
industry conditions affecting our operating results.

   Net income. Net income decreased $3.9 million, or 22.8%, to $13.1 million in
fiscal 1998 from $16.9 million in fiscal 1997.

Quarterly Results of Operations

   The following tables present consolidated statements of operations data in
dollars and as a percentage of net sales for the six quarters ended February
28, 2000. In management's opinion, this unaudited information has been prepared
on the same basis as our audited consolidated financial statements appearing
elsewhere in this prospectus. All adjustments which management considers
necessary for the fair presentation of the unaudited information have been
included in the quarters presented. The results for any quarter are not
necessarily indicative of the results to be expected for the entire year or any
future period. For example, our results were positively affected in the first
quarter of fiscal 2000 by the $5.4 million gain recognized on the sale of
approximately 612,000 of Metron stock in its initial public offering in
November 1999.
Fiscal Year 1999              Fiscal Year 2000
                         -----------------------------------  -----------------
Statement of Operations    Q1        Q2       Q3       Q4       Q1        Q2
Data:                    -------   -------  -------  -------  -------  --------
Net sales............... $51,467   $60,124  $60,585  $69,777  $71,816  $ 84,846
                         -------   -------  -------  -------  -------  --------
Gross profit............  17,091    22,473   24,737   29,545   31,784    39,618
Selling, general and
 administrative
 expenses...............  14,110    14,786   13,897   21,543   15,366    19,596
Engineering, research
 and development
 expenses...............   4,379     3,192    3,345    3,649    3,288     2,946
                         -------   -------  -------  -------  -------  --------
Operating profit
 (loss).................  (1,389)    4,495    7,496    4,353   13,130    17,076
                         -------   -------  -------  -------  -------  --------
Net income (loss)....... $(1,650)  $ 1,750  $ 2,433  $ 3,197  $12,045  $ 11,068
                         =======   =======  =======  =======  =======  ========
Percentage of Net Sales    Q1        Q2       Q3       Q4       Q1        Q2
Data:                    -------   -------  -------  -------  -------  --------
Net sales...............   100.0 %   100.0%   100.0%   100.0%   100.0%    100.0%
                         -------   -------  -------  -------  -------  --------
Gross profit............    33.2      37.4     40.8     42.3     44.3      46.7
Selling, general and
 administrative
 expenses...............    27.4      24.6     22.9     30.9     21.4      23.1
Engineering, research
 and development
 expenses...............     8.5       5.3      5.5      5.2      4.6       3.5
                         -------   -------  -------  -------  -------  --------
Operating profit
 (loss).................    (2.7)%     7.5%    12.4%     6.2%    18.3%     20.1%
                         -------   -------  -------  -------  -------  --------
Net income (loss).......    (3.2)%     2.9%     4.0%     4.6%    16.8%     13.0%
                         =======   =======  =======  =======  =======  ========
Over the past six quarters, we have generally reported improved net sales
and net income. These results reflect improved conditions in the semiconductor
industry and increased sales of all product lines. Gross profits have increased
throughout fiscal 1999 and into fiscal 2000 due to higher sales, improved
utilization of our product capacity and a more favorable product sales mix.
Selling, general and administrative expenses were impacted in the quarter ended
August 1999 by $5.4 million associated with the business combination. Many of
our customers have upgraded their facilities in the second quarter of fiscal
2000, which resulted in a significant increase in the sale of wafer management
products. We expect a charge of approximately $1.5 million in the fourth

                                       26
quarter of fiscal 2000 due to the early extinguishments of a portion of our
long-term debt, which will be possible due to the proceeds of our initial
public offering.

   Our quarterly results of operations have been, and will likely continue to
be, subject to significant fluctuations due to a variety of factors, including,
among others:

  . economic conditions in the semiconductor industry;

  . size, timing and shipment of customer orders;

  .  timing of announcements or introductions by us or our competitors of
     product upgrades or enhancements;

  . exchange rate fluctuations;

  . price competition;

  .  our ability to design, introduce and manufacture new products on a cost
     effective and timely basis; and

  . other factors, a number of which are beyond our control.

Liquidity and Capital Resources

   We have historically financed our operations and capital requirements
through cash flow from operating activities, long-term loans, and lease
financing (some of which are secured by property and equipment) and borrowings
under domestic and international short-term lines of credit.

   Operating activities. Cash flow provided by operations for the six month
period ended February 28, 1999 was $13.3 million and for the six-month period
ended February 28, 2000 was $24.2 million. The increase was primarily due to
increased net income partly offset by higher working capital required to fund
increased accounts receivable levels.

   Cash flow provided by operating activities totaled $43.4 million in fiscal
1999, $45.9 million in fiscal 1998 and $28.5 million in fiscal 1997. Net income
and noncash charges primarily accounted for the cash flow generated by
operations. Fiscal 1998 and 1999 operating cash flows also benefited from
reductions in working capital, while increases in working capital reduced the
cash flow from operations in fiscal 1997.

   Investing activities. Cash flow used in investing activities was $4.7
million for the six-month period ended February 28, 1999 and $3.5 million for
the six-month period ended February 28, 2000. Acquisitions of property and
equipment totalled $5.2 million for the six-month period ended February 28,
1999 and $7.3 million for the six-month period ended February 28, 2000.
Significant capital expenditures in fiscal 2000 include additions of
manufacturing equipment and the upgrading of information systems throughout the
organization.

   Cash flow used in investing activities totaled $46.3 million in fiscal 1997,
$34.0 million in fiscal 1998 and $9.3 million in fiscal 1999. Acquisitions of
property and equipment totaled $44.9 million in fiscal 1997, $33.5 million in
fiscal 1998 and $10.1 million in fiscal 1999. Most of our capital expenditures
are for new facilities, manufacturing equipment and computer and communications
equipment. We continue to upgrade and integrate our management information and
financial reporting systems. We plan capital expenditures of approximately $20
million during 2000.

   Financing activities. Financing activities in the six months ended February
28, 1999 used cash of $12.9 million and in the six months ended February 28,
2000 used $12.0 million, as we eliminated our use of domestic short-term
borrowings and made scheduled payments on our long-term borrowing and capital
lease obligations. In the six months ended February 28, 2000 we also used $8.3
million to redeem shares of common stock.

                                       27
Cash provided by financing activities totaled $17.9 million in fiscal 1997,
while cash used by financing activities was $14.9 million in fiscal 1998 and
$27.1 million in fiscal 1999. In fiscal 1997, new borrowings exceeded payments
on existing debt by $19.7 million. This increase in debt was required because
cash flow from operating activities was not adequate to cover the high level of
investing activities taking place that year. In fiscal 1998 and fiscal 1999, we
were able to pay down outstanding debt with cash flow from operations not used
for investing purposes. We also repurchased common shares for $2.2 million in
fiscal 1997, $2.6 million in fiscal 1998, $1.1 million in fiscal 1999 and $8.3
million in the six months ended February 2000, primarily in connection with the
redemption of common stock from our Employee Stock Ownership Plan.

   Our sources of available funds as of February 28, 2000 were comprised of
$25.0 million in cash and cash equivalents and credit facilities. We have
unsecured revolving commitments with two commercial banks with aggregate
borrowing capacity of $30.0 million, with no borrowings outstanding at February
28, 2000. We also have lines of credit, equivalent to an aggregate $12.0
million with six international banks, which provide for borrowings of Deutsche
marks, Malaysia ringgits and Japanese yen for our overseas subsidiaries.
Borrowings outstanding on these lines of credit were $8.0 million at February
28, 2000.

   We believe that our cash and cash equivalents, cash flow from operations and
available credit facilities, together with the proceeds of the public offering,
will be sufficient to meet our working capital and investing requirements for
the next twelve months. However, our future growth, including potential
acquisitions, may require additional funding, and from time to time we may need
to raise capital through additional equity or debt financing. If we were unable
to obtain this additional funding, we might have to curtail our expansion or
acquisition plans. There can be no assurance that any such financing would be
available to us on commercially acceptable terms.

Recently Issued Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, as amended, requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. SFAS No. 133 will be effective
for us beginning in the first quarter of fiscal 2001. We are currently
assessing the impact of SFAS No. 133 on our consolidated financial position,
results of operations and cash flows.

   In December 1999, the Securities and Exchange Commission, or SEC, released
Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain interpretations and practices
followed by the SEC in administering the disclosure requirements of the federal
securities laws in applying generally accepted accounting principles to revenue
recognition in financial statements. We believe this bulletin will not have an
impact on our consolidated financial position, results of operations or cash
flows.

Quantitative and Qualitative Disclosure About Market Risks

   Our principal market risks are sensitivities to interest rates and foreign
currency exchange rates. Our exposure to interest rate fluctuations is not
significant. Most of our outstanding debt at February 28, 2000 carried fixed
rates of interest. All of our short-term investments are debt instruments that
mature in three months or less.

   We use derivative financial instruments to manage foreign currency exchange
rate risk associated with the sale of products from the United States when such
sales are denominated in currencies other than the U.S. dollar. The cash flows
and earnings of our foreign-based operations are subject to fluctuations in
foreign exchange rates. A hypothetical 10% change in the foreign currency
exchange rates would increase or decrease our net income by approximately $2
million.

                                       28
Our cash flows and earnings are also subject to fluctuations in foreign
exchange rates due to investments in foreign-based affiliates. Investments in
affiliates include our 20.8% interest in Metron and our 30.0% interest in FJV
(Korea) Ltd. Metron attempts to limit its exposure to changing foreign currency
exchange rates through operational and financial market actions. Products are
sold in a number of countries throughout the world resulting in a diverse
portfolio of transactions denominated in foreign currencies. Metron manages
certain short-term foreign currency exposures by the purchase of forward
contracts to offset the earnings and cash flow impact of foreign currency
denominated receivables and payables.

   Our investment in Metron is accounted for by the equity method of accounting
and has a carrying value on the balance sheet of approximately $13.3 million.
The fair value of Metron is subject to stock market fluctuations. Based on the
closing stock price of Metron on February 28, 2000, the fair value of our
investment in Metron was approximately $65.2 million.

Impact of Inflation

   Our financial statements are prepared on a historical cost basis, which does
not completely account for the effects of inflation. However, since the cost of
about three-quarters of our inventories is determined using the last-in, first-
out (LIFO) method of accounting, cost of sales, except for depreciation expense
included therein, generally reflects current costs. The cost of polymers, our
primary raw material, was essentially unchanged from a year ago. We expect the
cost of resins to remain stable in the foreseeable future. Labor costs,
including taxes and fringe benefits, rose modestly in fiscal 1999, and a
moderate increase also can be reasonably anticipated for fiscal 2000.

                                       29
BUSINESS

Overview

   We are a leading provider of materials management solutions to the
microelectronics industry including, in particular, the semiconductor
manufacturing and disk manufacturing markets. Our materials management
solutions for the semiconductor industry assure the integrity of materials as
they are handled, stored, processed and transported throughout the
semiconductor manufacturing process, from raw silicon wafer manufacturing to
packaging of completed integrated circuits. These solutions enable our
customers to protect their investment in work-in-process and finished devices
by facilitating the safe handling, purity and precision processing of the
critical materials used in their manufacturing process.

   With over 10,000 standard and customized products, we believe we provide the
most comprehensive portfolio of materials management products to the
microelectronics industry. Our materials management products, such as wafer
shippers, wafer transport and process carriers, pods and work-in-process boxes,
preserve the integrity of wafers as they are transported from wafer
manufacturers to semiconductor manufacturers, processed into finished wafers
and integrated circuits and subsequently tested, assembled and packaged. We
also provide chemical delivery products, such as valves, fittings, tubing, pipe
and containers, that assure the consistent and safe delivery and storage of
sophisticated chemicals between chemical manufacturers and semiconductor
manufacturers' point-of-use.

   We sell our products worldwide to over 1,000 customers, who represent a
broad base of leading suppliers to the microelectronics industry. Our customers
in the semiconductor industry include wafer manufacturers, chemical suppliers,
equipment manufacturers, device manufacturers and assemblers. Our semiconductor
customers include Amkor/Anam, Applied Materials, Arch Chemicals, IBM, Infineon,
Intel, Texas Instruments and TSMC. Our customers in data storage manufacturing
include HMT, IBM, Komag and Seagate Technology. International sales represented
approximately 45.1% of our sales in fiscal 1998, 47.9% of our sales in fiscal
1999 and 55.2% of our sales in the six months ended February 28, 2000. We
provide our customers with a worldwide network of sales and support personnel,
which enable us to offer local service to our global customer base and assure
the timely and cost-effective delivery of our products.

Industry Background

   Semiconductors, or integrated circuits, are the building blocks of today's
electronics and the backbone of the information age. The market for
semiconductors has grown significantly over the past several years. This trend
is expected to continue due to rapid growth in Internet usage and the
continuing demand for applications in data processing, wireless communications,
broadband infrastructure, personal computers, handheld electronic devices and
other consumer electronics. As integrated circuit performance has increased and
the size and cost have decreased, the use of semiconductors in these
applications has grown significantly. According to the Semiconductor Industry
Association, or SIA, worldwide semiconductor revenues grew by 14.7% in 1999 to
$144.1 billion, and is expected to grow at a compound annual growth rate of
17.5% over the next three years to $233.6 billion in 2002.

   The semiconductor materials industry is comprised of a wide variety of
materials and consumables that are used throughout the semiconductor production
process. The extensive and complex process of turning bare silicon wafers into
finished integrated circuits is dependent upon a variety of materials used
repeatedly throughout the manufacturing process, such as silicon, chemicals,
gases and metals. The handling of these materials during the integrated circuit
manufacturing process requires the use of a variety of products, such as wafer
shippers, wafer transport and process carriers, fluid and gas handling
components and integrated circuit trays. Semiconductor unit volume is the
primary driver of the demand for these materials and products because they are
used or consumed throughout the production process and many are replenished or
replaced on a regular basis. While influenced by capacity expansion, the
semiconductor materials and materials management industries are less cyclical
than the semiconductor capital equipment industries.

                                       30
Semiconductor Manufacturing Process

   Semiconductor manufacturing is highly complex and consists of two principal
segments: front-end and back-end processes. The front-end process begins with
the delivery of raw wafers from wafer manufacturers to semiconductor
manufacturers. After the wafers are shipped to semiconductor manufacturers,
they are processed into finished wafers. During the front-end process, raw
wafers undergo a series of highly complex and sensitive manufacturing steps,
during which a variety of materials, including chemicals and gases, are
introduced. Once the front-end manufacturing process is completed, finished
wafers are transferred to back-end manufacturers or assemblers. The back-end
semiconductor manufacturing process consists of test, assembly and packaging of
finished wafers into integrated circuits. Materials management products, such
as wafer shippers, wafer transport and process carriers, fluid and gas handling
components and integrated circuit trays, facilitate the storage, transport,
processing and protection of wafers through these front-end and back-end
manufacturing steps. Semiconductor manufacturing has become more complex in
recent years as new technologies have been introduced to enhance device
performance and as larger wafer sizes have been introduced to increase
production efficiencies. Increased processing complexity adds significantly to
the cost of constructing and equipping a wafer manufacturing facility, or fab,
which can now exceed $2 billion.

   As a result of the growing cost and complexity of manufacturing integrated
circuits, semiconductor manufacturers have increasingly focused on improving
productivity in their manufacturing facilities. In the 1970s, yield management
techniques such as process monitoring and in-line testing were introduced to
the semiconductor manufacturing process. These techniques were widely adopted
in the 1980s and 1990s. Automation was introduced to semiconductor
manufacturing facilities in the 1980s in an effort to improve efficiency.
Because of the widespread use of these technologies, significant productivity
gains have already been realized.

   Materials Management Focus

   In an effort to realize continued productivity gains, semiconductor
manufacturers have become increasingly focused on materials management
solutions that enable them to safely store, handle, process and transport
materials throughout the manufacturing process to minimize the potential for
damage or degradation to their materials and to protect their investment in
processed wafers. Wafer processing can involve as many as 500 steps and take up
to six weeks. As a result, a batch of 25 fully processed wafers can cost more
than $1 million. Since significant value is added to the wafer during each
successive manufacturing step, it is essential that the wafer be handled
carefully and precisely to minimize damage. In addition, materials handling
products must meet exact specifications each and every time or valuable wafers
can be damaged. For example, in the case of wafer carriers, precise wafer
positioning, highly reliable and predictable cassette interface dimensions and
advanced materials are crucial. The failure to prevent damage to wafers can
severely impact integrated circuit performance, render an integrated circuit
inoperable or disrupt manufacturing operations. Thus, semiconductor
manufacturers are seeking to:

  .  minimize contamination--semiconductor processing is now so sensitive
     that ionic contamination in certain processing chemicals is measured in
     parts per trillion;

  .  protect semiconductor devices from electrostatic discharge and shock;

  .  avoid process interruptions;

  .  prevent damage or abrasion to wafers and materials during automated
     processing caused by contact with other materials or equipment;

  .  prevent damage due to abrasion or vibration of work-in-process and
     finished goods during transportation to and from customer and supplier
     facilities; and

  .  eliminate the dangers associated with handling toxic chemicals--
     according to Rose Associates, the semiconductor industry will use over
     100 million gallons of extremely corrosive chemicals in 2000 alone.

                                       31
The importance of efficiently managing materials throughout the
manufacturing process and the need to protect wafers have been officially
recognized by the Semiconductor Equipment and Materials International (SEMI)
organization, a leading industry trade organization. SEMI has included the need
to eliminate these risks in SEMI's official standards publication.

   The need for efficient and reliable materials management is particularly
important as new materials are introduced and as 300mm semiconductor wafer
manufacturing becomes a more prevalent manufacturing technology. These trends
will present new and increasingly difficult shipping, transport, process and
storage challenges.

   The semiconductor materials industry and the materials management industry
are highly fragmented and are served by a variety of providers, consisting of
divisions within large corporations and smaller companies that target niche
markets or specific geographic regions. Semiconductor manufacturers require
materials management providers that demonstrate a deep knowledge of materials
management and semiconductor manufacturing, have a track record of reliability,
offer a broad product line and have the ability to support and service customer
needs worldwide.

The Entegris Solution

   We are a leading provider of materials management solutions that assure the
integrity of materials as they are handled, stored, processed and transported
throughout the semiconductor manufacturing process, from raw silicon wafers to
completed integrated circuits. Among other things, our comprehensive portfolio
of products enable:

  .  secure transport of materials, including chemicals and raw silicon
     wafers, from suppliers to the fab;

  .  storage, handling and transport of wafers throughout fab processing;

  .  storage, mixing and distribution of chemicals throughout fab processing;

  .  delivery of finished wafers to test, assembly and packaging facilities;
     and

  .  safe handling of integrated circuit packages and bare die at the test,
     assembly and packaging facilities.

We also apply our materials integrity expertise within other markets in the
microelectronics industry, such as the data storage market.

   Our customers benefit from our comprehensive product line, advanced
manufacturing capabilities, extensive polymer expertise, industry and
applications knowledge and worldwide infrastructure.

   Comprehensive Product Line

   With over 10,000 products, we believe that we offer the broadest product
offering of materials management solutions for the microelectronics
manufacturing industry. In the last eighteen months, we have released more than
100 new products, including front opening unified pods, or FOUPs, and 500
derivative products. In the semiconductor industry, we offer products to ship,
process, test and store wafers before, during and after the integrated circuit
manufacturing process. We also offer a complete product line to transport,
process, store and ship chemicals used in the semiconductor manufacturing
process. In the data storage market, we offer a broad range of products to
transport and handle magnetic hard disk drives, read/write heads and optical
and compact disks.

                                       32
Advanced Manufacturing Capabilities

   We have a wide range of advanced polymer manufacturing capabilities that use
a variety of mold designs to produce high precision products, often in
cleanroom facilities. Our polymer capabilities include injection molding,
rotational molding, blow molding, extrusion, machining, welding and flaring,
sheet lining, over-molding, insert molding and prototyping. These capabilities,
coupled with our strengths in advanced tool design and mold-making, high volume
manufacturing, quality assurance and polymer reclaiming, enable us to be a
leader in our markets.

   Extensive Polymer Expertise

   We have extensive research experience with the advanced polymer materials
used in our products, including material evaluation, analytical chemistry,
polymer blending and quality assurance techniques. We understand the properties
of these advanced polymers, how they interact with other materials used in the
semiconductor manufacturing process and how they address the varying conditions
of the manufacturing process.

   Industry and Applications Knowledge

   Throughout our 34-year history, we have worked closely with semiconductor
and hard disk drive manufacturers and materials suppliers to accumulate
considerable insight into the increasingly complex manufacturing requirements
of the semiconductor and data storage markets. This insight allows us to more
effectively target our research and development toward products that satisfy
our customers' manufacturing requirements. Our industry knowledge encompasses
expertise in contamination control, electrostatic discharge protection and
cleanroom manufacturing, which has enabled us to serve as a leader in
developing industry standards. Our ability to characterize and test products
allows us to understand the interaction of our products with wafers in our
customers' manufacturing process in order to ensure superior performance while
reducing the risk of damage.

   Worldwide Infrastructure

   Our worldwide infrastructure positions us in every major region of the world
where semiconductor manufacturing takes place. Our manufacturing operations and
support offices in the United States, Europe and Asia enable us to offer local
service, the timely and cost-effective delivery of our products and the
capacity to meet customer requirements. We offer customer service 24 hours a
day, 7 days a week.

Entegris' Strategy

   Our objective is to build upon our leadership in materials management
solutions for semiconductor device, equipment and materials suppliers, as well
as apply our expertise to the growing materials management needs of other
markets. The key elements of our strategy to achieve this objective are:

   Expand Technological Leadership

   Since our inception, we have been an innovator in materials management
solutions for the semiconductor industry. For example, our chemical delivery
product line represents a number of industry firsts, including: the first
perfluoroalkoxy, or PFA, fusion-bonded piping; the first valves with no metal
parts in the fluid stream; the first nonmetallic capacitive sensors to
successfully perform in harsh environments at high temperatures; and the first
pinch valve. Additionally, we are a leading designer and manufacturer of 300mm
materials management solutions with products such as FOUPs, and reduced-pitch
front opening shipping boxes, or FOSBs. We will continue to expand the scope of
our technology leadership by identifying viable new polymers for materials
management applications, developing innovative product designs and advanced
processes for molding difficult materials and aiding the industry in
establishing manufacturing standards for materials management products.

                                       33
Broaden Product Offering

   Although we offer a comprehensive line of more than 10,000 products, we
believe that there is significant potential for sales of new products and
solutions in the semiconductor and data storage markets and within the broader
microelectronics industry including, among others:

  .  new products and solutions for the emerging 300mm wafer market;

  .  upgrading 200mm fabs with new and improved products;

  .  new products and solutions to store, mix, handle and transport ultra-
     pure and corrosive chemicals used in the semiconductor manufacturing
     process; and

  .  new products and solutions in the area of testing, storing and shipping
     finished integrated circuits.

We are committed to developing new products through both internal research and
development and strategic acquisitions.

   Enhance Relationships with Customers and Suppliers

   For over three decades, we have cultivated our relationships with our key
customers and suppliers. We work closely with our customers during the
engineering and design phase to identify and respond to their requests for
future generation products. For example, our application engineers work closely
with key original equipment manufacturers, or OEMs, to assure that our products
are designed to interface smoothly with their equipment. In addition, we enjoy
long-standing collaborative relationships with key suppliers, which provide us
with technical information and access to new or improved materials. We will
continue to emphasize these collaborative relationships with customers and
suppliers in order to develop new and enhanced products.

   Expand in Japan

   We believe that further penetration of the Japanese market is critical to
our growth. Five of the world's seven largest wafer manufacturers are
headquartered in Japan. We have maintained a manufacturing and sales presence
in Japan since the 1970s through licensing arrangements, joint venture
injection molding operations and a joint venture sales company, which has
allowed us to develop strategic relationships and an understanding of the
Japanese market. To increase our presence in Japan, we intend to expand our
local manufacturing operations, introduce new products, expand our marketing
initiatives and pursue strategic acquisitions.

   Pursue Selective Acquisitions

   We intend to pursue selective acquisitions to complement our growth. Our
goal is to acquire businesses that will strengthen our position in our targeted
markets, enhance our technology base, increase our manufacturing capability and
our product offerings and expand our geographic presence. Expanding our
business in key market segments could strengthen our presence with existing
customers and provide access to new customers who seek a global service
provider for their materials management needs.

   Expand into New Industries

   We believe that our materials management expertise can be applied outside
the microelectronics industry to a variety of industries that use sophisticated
manufacturing processes and have critical materials management needs. For
example, in the biopharmaceutical industry, we are seeking to apply our
expertise to live bacteria drug manufacturing, which is a metal-sensitive
process enabled by our polymer expertise and products. We are also pursuing
other growth opportunities in the chemical processing and medical device
markets.

                                       34
Markets and Products

   With over 10,000 standard and customized products, we believe that we
provide the most comprehensive portfolio of materials management solutions to
the microelectronics industry. Our product lines address both the semiconductor
and the data storage manufacturing markets. During the front-end semiconductor
manufacturing process, we provide materials management products and services
that preserve the integrity of wafers as they travel from wafer manufacturers
to semiconductor manufacturers. As the wafers are subsequently processed, we
provide wafer transport products that reliably interface with automated
processing equipment. We also provide products that safely deliver processing
chemicals from chemical manufacturers to containers at the fab and then from
containers to process equipment within the fab. During the back-end
semiconductor manufacturing process, we provide products that transport and
handle completed integrated circuits during testing, assembly and packaging.
Furthermore, we provide products that prevent degradation and damage to
magnetic hard disk drives and read/write heads as they are processed and
shipped.

                                       35
The following table summarizes the breadth of our materials management
product offerings.

                      Representative   Product               Enabling
Process               Products         Description           Function
-------               --------------   -----------           --------
MICROELECTRONICS
Semiconductor
  Front-End:
    Wafer Manu-       o Ultrapak(R)    Transport and storage Preserves the
    facturing         o Crystalpak(R)  products and systems  integrity of raw
                      o FabFit300(TM)  for 100, 125, 150,    wafers during
                                       200 and 300mm         shipment from
                                       raw wafers            wafer manufacturers
                                                             to semiconductor
                                                             manufacturers
    Wafer Handling    o KA250(R)       Pods, carriers and    Holds and positions
                      o F300 FOUP      work-in-process       wafers during
                                       boxes for 100, 125,   processing
                                       150, 200, and 300mm   including precise
                                       process wafers        interfaces with
                                                             automation and
                                                             manufacturing
                                                             equipment
    Chemical Delivery o Valves:        High purity           Provides consistent
                        Integra(R),    corrosion resistant   and safe delivery
                        Dymak(R),      fluid handling        of sophisticated
                        Accuflo(TM)    components for        chemicals from
                      o Fittings:      chemical transport    chemical manu-
                        Flaretek(R),   and bulk storage      facturers to semi-
                        Galtek(R),                           conductor manufac-
                        Quikgrip(R)                          turers' point-of-
                      o Tubing:                              use
                        FluoroLine(R)
                      o Pipes:
                        PUREBOND(R)
                      o Containers:
                        FluoroPure(R)
  Back-End:
    Test, Assembly
    and Packaging     o 1120/1144 Bare Transport, handling   Preserves the
                        Die Trays      and storage systems   integrity of wafers
                      o JEDEC/Matrix   for wafer, bare die,  and die during
                        Trays          single die, in        transportation to
                                       process die, and      back-end opera-
                                       packaged die          tions by avoiding
                                                             electrostatic
                                                             discharge and
                                                             contamination
Microelectronics
  Disk Manu-          o Disk Shipper   Trays and carriers    Prevents degrada-
  facturing           o Read/Write     for read/write and    tion and damage to
                        Head Trays     disk processing and   critical data
                                       shipping in all       storage components
                                       sizes and
                                       substrates
OTHER
  Biopharmaceutical,
    Tele-
    communications,
    Medical and Other o Cynergy(R)     Wide variety of       Enables new
                      o Filter Housing custom designed       technologies and
                        and Components and molded products   applications such
                      o Micro-molded   for use in high       as live bacteria
                        Parts          technology            manufacturing tech-
                                       applications          niques and minia-
                                       including fluid       turization for
                                       transfer and          telecommunications
                                       sophisticated
                                       medical devices

                                       36
Semiconductor Manufacturing: Front-End

   Wafer Manufacturing Products. We are a leading provider of critical shipping
products that preserve the integrity of raw silicon wafers as they are
transported from wafer manufacturers to semiconductor manufacturers. We lead
the market with our extensive, high volume line of UltraPak(R) and
CrystalPak(R) products which are supplied to wafer manufacturers in a full
range of sizes covering 100, 125, 150 and 200mm wafers. The UltraPak(R) was
first introduced in the mid 1980s. It is made of a proprietary blend of
polypropylene and is the market leader in wafer shipping boxes. The
CrystalPak(R) was introduced in the early 1990s as a reusable wafer shipping
box and is made of a proprietary blend of polycarbonate. Continuing our
technological leadership in the market, we offer the FabFit300(TM) for the
transportation and automated interface of 300mm wafers. We offer a complete
shipping system, including both wafer shipping containers as well as secondary
packaging that provide another level of protection for wafers. This 300mm wafer
system reduces the cleaning, shipping and storage costs for semiconductor
manufacturers and allows them to optimize the use of their premium cleanroom
space.

   Wafer Handling Products. We believe that we are a market leader in wafer
handling products. We offer a wide variety of products that hold and position
wafers as they travel to and from each piece of equipment used in the automated
manufacturing process. These specialized carriers provide precise wafer
positioning, wafer protection and highly reliable and predictable cassette
interfaces in automated fabs. Semiconductor manufacturers rely on our products
to improve yields by protecting wafers from abrasion, degradation and
contamination during the manufacturing process. We provide standard and
customized products that meet the full spectrum of industry standards and
customers' wafer handling needs including FOUPs, wafer transport and process
carriers, pods and work-in-process boxes. To meet our customers' varying wafer
processing and transport needs, we offer wafer carriers in a variety of
materials and in sizes ranging from 100mm through 300mm.

   Chemical Delivery Products. Chemicals spend most of their time in contact
with fluid storage and management distribution systems, so it is critical for
fluid storage and handling components to resist these chemicals and avoid
contributing contaminants to the fluid stream. We offer chemical delivery
products that allow the consistent and safe delivery of sophisticated chemicals
from the chemical manufacturer to the point-of-use in the semiconductor fab.
Most of these products are made from perfluoroalkoxy or PFA, a fluoropolymer
resin widely used in the industry because of its high purity and inertness to
chemicals. The innovative design and reliable performance of our products and
systems under the most stringent of process conditions has made us a recognized
leader in high purity fluid transfer products and systems.

   Both semiconductor manufacturers and semiconductor OEMs use our chemical
delivery products and systems. Our comprehensive product line provides our
customers with a single source provider for their chemical storage and
management needs throughout the manufacturing process.

   Our chemical delivery products include:

  .  Valves. We offer the Integra(R), Dymak(R) and Accuflo(TM) valves, each
     of which were first in their respective applications. Our Integra(R)
     valve was the first to feature no external metal parts, which can
     corrode and pose a safety hazard when managing aggressive chemicals. Our
     Dymak(R) valve is the first PFA pinch valve designed for chemical
     mechanical polishing, or CMP, slurries, bulk chemical distribution and
     other high flow applications. The all-PFA pinch element allows greater
     resistance to chemical corrosion and offers lower particle generation
     than competing valves. Our Accuflo(TM) metering valve is the first to be
     molded entirely from PFA, which provides enhanced control for a broad
     range of applications.

  .  Fittings. We provide fittings that have become the industry standard for
     high purity chemical resistance. We offer three styles of fittings:
     Flaretek(R), Quikgrip(R) and Galtek(R) fittings. Our Flaretek(R)
     fittings feature a flare design that combines leak-free performance with
     minimum dead volume. All of the wetted surfaces of our fittings products
     are Teflon(R) PFA, chosen for its resistance to corrosion and wear in
     the semiconductor processing environment. Our Quikgrip(R) fitting has a
     gripper design that

                                       37
features easy, user-friendly assembly. Additionally, our Galtek(R)
   fittings represent the industry's first all PFA fitting featuring an
   integral ferrule design for strength along with chemical resistance
   features.

  .  Tubing. We offer three grades of FluoroLine(R) PFA tubing, which address
     our customers' needs ranging from industrial to ultra high purity
     applications.

  .  Pipe. Our PUREBOND(R) fusable piping components provide leak-free piping
     systems by fusion bonding over rigid pipe and components. Our patented
     method for joining PFA components allows flexibility of design and
     assembly of fluid delivery systems. We offer many component
     configuration sizes ranging from 1/4 inch to 2 inch inner diameters,
     meeting a wide range of customer design requirements.

  .  Chemical Containers. We offer a broad spectrum of chemical transport and
     storage containers that help ensure the safe delivery of sophisticated
     chemicals from chemical manufacturers to the semiconductor
     manufacturers' point-of-use. Our containers are well suited for the
     microelectronics industry because they help minimize contamination of
     chemicals to concentrations of parts per billion and parts per trillion.
     Our sheet lining process allows us to provide containers for bulk
     chemical storage and shipment of up to 19,000 liters. We offer a wide
     variety of container types including drums, pressure vessels,
     intermediate bulk containers, custom containers and bottles. In
     addition, we provide our patented quick connect system, which enables
     safe, risk-free connections for chemical container change-outs.

  .  Custom Fabricated Products. We offer a wide variety of custom-molded,
     welded or fabricated fluid products, including custom valves, fittings,
     filter housings, caps, closures, flanges and tanks. We manufacture these
     custom products to meet stringent standards of consistency and safety by
     offering a variety of high performance, chemically resistant materials.

   Semiconductor Manufacturing: Back-End

   Test, Assembly and Packaging Products. Rapidly changing packaging
strategies for semiconductor applications are creating new materials
management challenges for back-end manufacturers. We offer chip and matrix
trays as well as shippers and carriers for thinned wafers, bare die handling
and integrated circuits. Our materials management products are compatible with
industry standards and available in a wide range of sizes with various feature
sets. Our standard trays offer dimensional stability and permanent
electrostatic discharge protection. Our trays also offer a number of features
including custom designs to minimize die movement and contact, shelves and
pedestals to minimize direct die contact, special pocket features to handle
various surface finishes to eliminate die sticking and other features for
automated or manual die placement and removal. In addition, we support our
product line with a full range of accessories to address specific needs such
as static control, cleaning, chip washing and other related materials
management requirements. To better address this market, we have established
ictray.com, a website which allows new and existing customers to select from
our full range of standard and custom integrated circuit trays.

   Hard Disk Drive Manufacturing

   Disk Manufacturing Products. Like the semiconductor industry, the data
storage market continues to face new challenges and deploy new technologies at
an accelerating rate. We provide materials management products and solutions
to manage two critical sectors of this industry: magnetic disks and the
read/write heads used to read and write today's higher density disks. Because
both of these hard disk drive components are instrumental in the transition to
more powerful storage solutions, we offer products that carefully protect and
maintain the integrity of these components during their processing, storage
and shipment. Our product offerings for magnetic hard disk drives include hard
disk drive process carriers, boxes, packages and tools, as well as hard disk
drive shippers for aluminum and other disk substrates. Our optical hard disk
drive products include stamper cases, process carriers, boxes and glass master
carriers. Our read/write head products include transport trays, carriers,
handles, boxes, individual disk substrate packages and accessories.

                                      38
Other Industries

   We offer our extensive polymer molding expertise to customers outside the
microelectronics industry, such as the biopharmaceutical, medical and
telecommunications industries. We work with our customers in these industries
to develop specialized components and assemblies that meet their stringent
specifications for close tolerances and cleanliness. We offer a wide variety of
services and capabilities to these customers, including materials research,
parts design, mold design and manufacturing, molding, assembly and final test
services.

Customers

   We have over 1,000 customers in North America, Europe and Asia, including
every major semiconductor manufacturer in the world. No single end-customer
accounts for over 5% of our sales. We provide products and solutions primarily
to semiconductor manufacturers and semiconductor equipment manufacturers,
chemical materials suppliers and data storage manufacturers. The following
table sets forth a list of major customers in each of the markets in which we
operate.

           Semiconductor Wafer                    Microelectronics and
              Manufacturing                      Semiconductor Materials
------------------------------------------     -----------------------------
Mitsubishi Silicon        Sumitomo Metals      Arch Chemicals      Millipore
MEMC                      Wacker Siltronic     Ashland             Pall
Shin Etsu Handotai (SEH)                       BOC Edwards

                 Semiconductor Device Manufacturing and Assembly
--------------------------------------------------------------------------------
  AMD                Hitachi         LG International       Samsung
  Amkor/Anam         Intel           Micron Technology      STMicroelectronics
  ASE Test           IBM             Motorola               Texas Instruments
  Carsem             Infineon        NEC                    TSMC
  Fujitsu            Lucent          Philips                UMC

   Semiconductor Equipment Manufacturing           Data Storage Manufacturing
-------------------------------------------     --------------------------------
Applied Materials   SCP Global Technologies     Fujitsu       Komag
FSI International                               Hoya          MMC
                                                HMT           Seagate Technology
                                                IBM

                      Custom Products for Other Industries
                      ------------------------------------
                      ADC Telecom               Guidant
                      Boston Scientific         Medtronic
                      Ericsson

Sales and Marketing

   We market and sell our products on a worldwide basis through a network of
direct sales personnel, commissioned sales representatives and stocking
distributors. Our sales and marketing initiatives in Japan are coordinated
through the sales office of Fluoroware Valqua Japan, our majority owned
subsidiary. Metron, a global distributor of semiconductor products and services
partially owned by Entegris, has broad distribution rights in Europe, and in
portions of the United States and Asia.

                                       39
International sales accounted for 45.1% of our revenues in fiscal 1998,
47.9% in fiscal 1999 and 55.2% in the six months ended February 28, 2000. We
support our worldwide sales activities by stocking select products in regional
warehouses, which facilitates rapid response to customers' needs. For example,
Entegris Europe GmbH is a stocking location for distribution throughout Europe.
The worldwide offices of Metron also carry inventories to meet regional demand.

   Direct customer support comes from our five regional service and customer
support offices located in the United States, Germany, Japan, Korea and
Malaysia. We work with each of our regional service and customer support
offices to provide regional marketing support, including public relations,
collateral development and publication, corporate positioning, advertising,
trade show participation and communications. Our marketing groups based in the
United States support our global marketing strategy, e-business and other
initiatives.

Manufacturing

   Our customers rely on our products to assure their materials integrity by
providing dimensional precision and stability, cleanliness and consistent
performance. Our ability to meet our customers' expectations, combined with our
substantial investments in worldwide manufacturing capacity, position us to
respond to the increasing materials management demands of the microelectronics
industry and other industries that require similar levels of materials
integrity.

   To meet our customer needs worldwide, we have established an extensive
global manufacturing network with facilities in the United States, Germany,
Japan, Malaysia and South Korea. Because we work in an industry where
contamination control is paramount, we maintain Class 100 to Class 10,000
cleanrooms for manufacturing and assembly.

   We believe that our worldwide manufacturing operations and our advanced
manufacturing capabilities are important competitive advantages. Our advanced
manufacturing capabilities include:

  .  Injection Molding. Our manufacturing expertise is based on our long
     experience with injection molding. Using molds produced from computer-
     aided processes, our manufacturing technicians utilize specialized
     injection molding equipment and operate within specific protocols and
     procedures established to consistently produce precision products.

  .  Extrusion. Extrusion is the use of heat and force from a screw to melt
     solid polymer pellets in a cylinder and then forcing the resulting melt
     through a die to produce tubing and pipe. We have established
     contamination free on-line laser marking and measurement techniques to
     properly identify products during the extrusion process and ensure
     consistency in overall dimension and wall thicknesses.

  .  Blow Molding. Blow molding consists of the use of heat and force from a
     screw to melt solid polymer pellets in a cylinder and then forcing the
     melt through a die to create a hollow tube. The molten tube is clamped
     in a mold and expanded with pressurized gas until it takes the shape of
     the mold. We utilize advanced three-layer processing to manufacture 55
     gallon drums, leading to cost savings while simultaneously assuring
     durability, strength and purity.

  .  Rotational Molding. Rotational molding is the placing of a solid polymer
     powder in a mold, placing the mold in an oven and rotating the mold on
     two axes so that the melting polymer coats the entire surface of the
     mold. This forms a part in the shape of the mold upon cooling. We use
     rotational molding in manufacturing containers up to 5,000 liters. Our
     rotational molding expertise has provided rapid market access for our
     current fluoropolymer sheet lining manufacturing business.

  .  Sheet Lining. Sheet lining consists of welding thin sheets of polymer
     into a solid lining that conforms to the shape of a large vessel, such
     as a tanker truck. We sheet line stainless steel tanks up to 19,000
     liters in size through a complex adhesive and welding process that
     provides customers with purity and strength for the high volume storage
     and transportation of corrosive chemicals.

                                       40
.  Machining. Machining consists of the use of computer controlled
     equipment to create shapes, such as valve bodies, out of solid polymer
     blocks or rods. Our computerized machining capabilities enable speed and
     repeatability in volume manufacturing of our machined products,
     particularly products utilized in chemical delivery applications.

  .  Assembly. We have established protocols, flow charts, work instructions
     and quality assurance procedures to assure proper assembly of component
     parts. The extensive use of robotics throughout our facilities reduces
     labor costs, diminishes the possibility of contamination and assures
     process consistency.

  .  Tool Making. We employ more than 100 toolmakers at three separate
     locations in the United States. Our toolmakers produce the majority of
     the tools we use throughout the world.

   We have made significant investments in systems and equipment to create
innovative products and tool designs. Our pro-engineer CAD equipment allows us
to develop three-dimensional electronic models of desired customer products to
guide design and tool-making activities. Our pro-engineer CAD equipment also
aids in the rapid prototyping of products.

   We also use computer-automated engineering in the context of mold flow
analysis. Beginning with a pro-engineer 3D model, mold flow analysis is used to
visualize and simulate how our molds will fill. The mold flow analysis
techniques cut the time needed to bring a new product to market because of the
reduced need for sampling and development. Also, our pro-engineer CAD equipment
can create a virtual part with specific geometries, which drives subsequent
tool design, tool manufacturing, mold flow analysis and performance simulation.

   In conjunction with our three-dimensional product designs, we use finite
element software to simulate the application of a variety of forces or
pressures to observe what will happen during product use. This analysis helps
us anticipate forces that affect our products under various conditions. The
program also assists our product designers by measuring anticipated stresses
against known material strengths and establishing proper margins of safety.

Engineering, Research and Development

   We devote a significant portion of our financial and human resources to
research and development programs. As of February 28, 2000, we employed
approximately 140 people in our worldwide engineering, research and development
department. Of these, more than 20 work in our materials and product testing
research laboratories, where we conduct general materials research to enhance
current products and strengthen our advanced materials knowledge. The other
engineering, research and development personnel perform product design and
development in response to general market needs as well as specific industry
and customer requests. Increasingly, customers ask us to conduct research and
development to find materials, products and systems that meet their specific
materials handling needs.

   We utilize sophisticated methodologies to develop and characterize our
materials and products. Our materials technology lab is equipped to analyze the
physical, rheological, thermal, chemical and compositional nature of the
polymers we use. Our materials lab includes standard and advanced polymer
analysis equipment such as inductively coupled plasma mass spectrometry
(ICP/MS), inductively coupled plasma atomic emission spectrometry (ICP/AES),
Fourier transform infrared spectroscopy (FTIR) and automated thermal desorption
gas chromatography/mass spectrometry (ATD-GC/MS). This advanced analysis
equipment allows us to detect contaminants in materials that could harm the
semiconductor manufacturing process to levels as low as parts per billion, and
in some cases parts per trillion.

                                       41
Our product test lab is equipped to evaluate the functionality, automation
interface capability, particle generation potential and lifetime of our
products. The lab has a number of front-end automated tools to check wafer
handling product interfaces, custom hydraulic and chemical test benches to test
fluid handling components and wafer mapping equipment that can detect sub-
micron particles on wafers up to 300mm in diameter. Our wafer mapping
equipment, along with several liquid particle counters, is housed in a Class 10
cleanroom and is used to determine (and subsequently reduce through product
improvements) the particle generating potential of our products. Minimizing the
particle generation of our products is critical to the success of our
customers' semiconductor manufacturing process.

   Our capabilities to test and characterize our materials and products are
focused on continuously reducing risk to our customers. The majority of our
research laboratories are located at our Chaska, Minnesota and Colorado
Springs, Colorado facilities. We expect that technology and product research
and development will continue to represent an important element in our ability
to develop and characterize our materials and products.

Facilities

   We conduct manufacturing operations in facilities strategically positioned
throughout the world. The table below presents certain information relating to
these manufacturing and related warehouse facilities.
Facility    Square
    Location    Footage  Type of Ownership           Manufacturing Use
United States
   Minnesota    712,000 5 facilities owned, Injection Molding, Extrusion, Blow
                        3 facilities leased Molding,
                                            Rotational Molding, Tool Making,
                                            Micro-molding,
                                            Sheet Lining
   Colorado     148,000 1 facility owned,   Injection Molding, Tool Making
                        1 facility leased
   California    30,000 1 facility leased   Custom Manufacturing
   Texas         20,000 1 facility leased   Polymer Reclaiming
  Malaysia      105,000 1 facility owned    Injection Molding
  Korea          78,000 1 facility owned,   Injection Molding, Extrusion, Sheet
                        1 facility leased   Lining
  Germany        44,000 1 facility owned    Injection Molding, Extrusion
  Japan          42,000 1 facility owned    Injection Molding
Patents and Proprietary Rights

   We rely on patent, copyright, trademark and trade secret laws,
confidentiality agreements and other contractual arrangements with our
employees, strategic partners and others to protect our technology. Our goal is
to obtain intellectual property protection to maintain our position as a leader
in materials management and to give us a competitive advantage in the industry.

   We actively pursue a program of patent applications to seek protection of
technologically sensitive features of our materials management products and
processes. We conduct extensive research on the patentability of our
innovations, the potential infringement on existing patents and the business
value of retaining the information as proprietary knowledge. With this
information, we determine whether to seek a patent, disclose the information
through an industry white paper or maintain the information as a trade secret.
Our patent portfolio

                                       42
consists of 95 current U.S. patents, which expire from 2000 to 2018, and 31
pending U.S. patent applications. We regularly seek patent protection outside
the United States by filing counterpart applications, principally in Europe,
Southeast Asia and Japan. We also pursue trademark registration of our key
trademarks in the principal countries where we do business.

   The patent position of any manufacturer, including us, is subject to
uncertainties and may involve complex legal and factual issues. Litigation may
be necessary in the future to enforce our patents and other intellectual
property rights or to defend ourselves against claims of infringement or
invalidity. The steps that we have taken in seeking patents and other
intellectual property protections may prove inadequate to deter
misappropriation of our technology and information. In addition, our
competitors may independently develop technologies that are substantially
equivalent or superior to our technology.

Competition

   We face substantial competition from a number of companies, some of which
have greater financial, marketing, manufacturing and technical resources. We
are not aware of any single competitor who offers a comparable breadth of
materials management products and services in the microelectronics industry. We
compete on the basis of our technical expertise, product performance, advanced
manufacturing capabilities, global locations, quality, reliability, established
reputation and customer relationships. We believe that we compete favorably on
the basis of these factors in each of our served markets.

   Our wafer management product line faces competition largely on a product-by-
product basis. We have historically faced significant competition from
companies such as Kakizaki, Sanga Flantek, Dainichi and Asyst Technologies.
These companies compete with us primarily in 200mm and 300mm applications. Our
chemical delivery products also face worldwide competition from companies such
as Furon, Parker, Pillar and Gemu. In assembly, packaging and testing of
semiconductor and data storage applications, we compete with companies such as
Advantek, GEL-Pak, ITW/Camtex, Peak International and 3M. Primary competition
for our wafer shipping containers comes from Japanese companies such as SEP and
Kakizaki. In the disk shipping and bare and packaged die tray markets, we face
competition from regional suppliers.

Employees

   As of February 28, 2000, we had approximately 1,570 full-time employees
throughout the world, including 1,030 in manufacturing, 140 in engineering,
research and development, including custom product development, and 400 in
selling, marketing and general and administrative activities, including
customer service, finance and accounting, information technology, human
resources and corporate management. Of our full-time employees, 1,280 are
located in the United States, 70 are located in Europe and about 220 are
located in Asia. None of our employees are covered by a collective bargaining
arrangement. We consider our relationship with our employees to be good.

Legal Proceedings

   We are not a party to any material pending legal proceedings.

                                       43
MANAGEMENT

Executive Officers, Directors and Key Personnel

   The following table sets forth certain information with respect to each of
the executive officers and directors of Entegris, as of the date of this
prospectus.
Name                     Age                            Position
----                     ---                            --------
Daniel R.
 Quernemoen(1)..........  69 Chairman of the Board
Stan Geyer(1)...........  51 President, Chief Executive Officer and Director
James E. Dauwalter......  48 Executive Vice President, Chief Operating Officer and Director
John D. Villas..........  41 Chief Financial Officer
James A. Bernards(2)....  53 Vice Chairman and Director
Robert J. Boehlke(2)....  58 Director
Mark A. Bongard.........  35 Director
Delmer M. Jensen(1).....  62 Director
Roger D.
 McDaniel(1)(2).........  61 Director
--------
(1) Member of the compensation and stock option committee
(2) Member of the audit committee

   Daniel R. Quernemoen has been Chairman of the board of directors of Entegris
since June 1999. Prior to that time, Mr. Quernemoen had been the Chairman of
the board of directors of Fluoroware since August 1987 and a member of its
board since 1970. Mr. Quernemoen was also Chief Executive Officer of Fluoroware
from 1982 to 1996 and President from 1980 to 1982. Mr. Quernemoen is a member
of the board of directors of SEMI and the Wallestad Foundation, a private non-
profit charity.

   Stan Geyer has been President, Chief Executive Officer and a member of the
board of directors of Entegris since June 1999. Prior to that time, Mr. Geyer
had been the President and Chief Executive Officer of Fluoroware since
September 1996 and a member of its board of directors since 1982. Mr. Geyer
also served as Vice President of Marketing and Executive Vice President of
Fluoroware. Mr. Geyer serves on the board of directors of the Wallestad
Foundation.

   James E. Dauwalter has been a director of Entegris since June 1999 and
Executive Vice President and Chief Operating Officer since March 2000. Prior to
that time, Mr. Dauwalter had been a director of Fluoroware since 1982 and also
served as Executive Vice President and Chief Operating Officer of Fluoroware
since September 1996. Mr. Dauwalter serves on the board of the Community Bank
of Chaska, the supervisory board of Metron, an affiliate of Entegris, and the
Wallestad Foundation.

   John D. Villas has been Chief Financial Officer of Entegris since March
2000. Prior to that time, Mr. Villas had been Chief Financial Officer of
Fluroware since November 1997 and Vice President Finance since April 1994. Mr.
Villas joined Fluroware in 1984 as controller and then served as corporate
controller between 1991 and 1994.

   James A. Bernards has been Vice Chairman of the board of Entegris since
March 2000 and a director since June 1999. Mr. Bernards has also been President
of Facilitation, Inc., a provider of business and financial consulting
services, since June 1993. Mr. Bernards was President of the accounting firm of
Stirtz, Bernards & Company from May 1981 to June 1993. Mr. Bernards has been
President of Brightstone Capital, Ltd., a venture capital fund, since 1986. He
is a director of FSI International, Inc., Fieldworks, Inc., Health Fitness
Corporation, August Technology, Inc. and several private companies.

                                       44
Robert J. Boehlke has been a director of Entegris since August 1999. Prior
to that time, Mr. Boehlke had been a director of Fluoroware since January 1998.
Mr. Boehlke is Executive Vice President and Chief Financial Officer of KLA-
Tencor Corporation. Mr. Boehlke joined KLA-Tencor in April 1983 as Vice
President. Since 1983, he has served in a number of positions for KLA-Tencor,
including division General Manager, Chief Operating Officer and Chief Financial
Officer. Prior to his employment by KLA-Tencor, Mr. Boehlke was a partner at
the investment banking firm of Kidder, Peabody & Company from 1971 to 1983. He
currently serves on the board of directors of LTX Corporation.

   Mark A. Bongard has been a director of Entegris since June 1999. Mr. Bongard
has been the Chief Executive Officer of Emplast, Inc. since 1996, and Chairman
of its board of directors since 1999. Emplast was formerly a part of Empak, and
all of Emplast's stock is owned by the Estate of WCB Bongard, our largest
shareholder. Prior to being Chief Executive Officer of Emplast, Mr. Bongard
held a number of positions with Empak from 1987 to 1996. Before joining Empak
in 1987, Mr. Bongard was employed by MTE Associates, Inc.

   Delmer M. Jensen has been a director of Entegris since June 1999. Mr. Jensen
was Executive Vice President of Operations of Entegris from June 1999 to March
2000. Prior to that time, he had been Chief Executive Officer of Empak since
1998 and Chief Operating Officer from 1988 to 1997. Mr. Jensen joined Empak in
1988. Prior to 1988, he was employed by Thermotech.

   Roger D. McDaniel has been a director of Entegris since August 1999. Prior
to that time, Mr. McDaniel was a director of Fluoroware since August 1997. From
1989 to August 1996, Mr. McDaniel was the Chief Executive Officer of MEMC, a
silicon wafer producer, and was also a director of MEMC from April 1989 to
March 1997. Mr. McDaniel is a director of Veeco Instruments, Inc., Speedfam-
IPEC, Inc. and Anatel Inc. He is also a director and past Chairman of SEMI.

   Our bylaws provide that the board of directors must consist of no more than
nine directors, and that any increase in the number of directors must be
approved by the affirmative vote of 75% of the votes entitled to be cast at a
shareholders' meeting, unless the increase was approved by a majority of the
board. The board of directors has established the number of directors to serve
on the board at eight. The directors are divided into three classes, designated
as Class I, Class II and Class III, with staggered three-year terms of office.
At each annual meeting of shareholders, directors who are elected to succeed
the class of directors whose terms expired at that meeting will be elected for
three-year terms. Messrs. McDaniel and Boehlke will be up for reelection at the
2001 annual meeting of shareholders, Messrs. Quernemoen, Jensen and Bongard at
the 2002 annual meeting of shareholders, and Messrs. Geyer, Dauwalter and
Bernards at the 2003 annual meeting of shareholders. Vacancies may be filled by
a majority of the directors then in office, and the directors so chosen hold
office until the next election of the class to which such directors belong. All
current directors were previously elected by Entegris' shareholders.

   Pursuant to the Consolidation Agreement among Entegris, Fluoroware and
Empak, dated June 1, 1999, and the related Shareholder Agreements between
Entegris and the Empak and Fluoroware shareholders, the board of directors of
Entegris must consist of up to nine persons: three directors designated by
those persons who were members of Fluoroware's board of directors on June 1,
1999; three directors who are designated by those persons who were members of
Empak's board of directors on June 1, 1999; and up to three independent
directors, who must be appointed by the initial board members of Entegris upon
their mutual agreement. Messrs. Bernards, Bongard and Jensen were designated by
the Empak board and Messrs. Dauwalter, Geyer and Quernemoen were designated by
the Fluoroware board.

Committees Of The Board Of Directors

   The board of directors maintains an audit committee composed of Messrs.
Bernards, Boehlke and McDaniel. The audit committee recommends to the board of
directors the appointment of independent auditors, reviews and approves the
scope of the annual audit and other non-audit services performed by the
independent auditors, reviews the findings and recommendations of the
independent auditors and periodically reviews and approves major accounting
policies and significant internal accounting control procedures.

                                       45
The board of directors also maintains a compensation and stock option
committee comprised of Messrs. Quernemoen, Geyer, Jensen and McDaniel. The
compensation and stock option committee reviews and makes recommendations
regarding compensation of officers and directors, administers Entegris' stock
option plans, and reviews major personnel matters.

Compensation Committee Interlocks And Insider Participation

   Messrs. Quernemoen, Geyer, Jensen and McDaniel currently serve on our
compensation and stock option committee. Messrs. Quernemoen, Geyer and Jensen
are executive officers and employee directors of Entegris, Empak and
Fluoroware. Mr. Quernemoen received a promissory note from Fluoroware for
$4,138,379 as consideration for the redemption of 68,950 shares of Fluoroware
common stock. This promissory note bears interest at a rate of 8% per annum and
is payable in equal monthly installments over a 15 year period. Prior to the
formation of our compensation and stock option committee on August 9, 1999, all
decisions regarding executive compensation were made by the full board of
directors. No interlocking relationships exist between the board of directors
or the compensation and stock option committee and the board of directors or
compensation committee of any other company, nor has any interlocking
relationship existed in the past.

Director Compensation

   Each non-employee director of Entegris receives a monthly retainer of $1,000
for their service to the board. Non-employee directors are also entitled to
$500 for every committee meeting that they attend. Entegris also maintains its
Directors' Stock Option Plan (Directors' Plan) which provides that all non-
employee directors receive an option to purchase 15,000 shares of common stock
when they are first elected or appointed to the board, and then options to
purchase 6,000 shares upon each reelection to the board at an annual meeting of
shareholders. At the time of the Directors' Plan adoption in 1999, each non-
employee director of Entegris also received an option to purchase 15,000
shares. Additionally, prior to the consolidation of Empak and Fluoroware,
Fluoroware maintained its 1997 Directors Stock Option Plan and had stock
options outstanding, all of which were converted at the time of the
consolidation into Directors' Plan stock options. As of February 28, 2000,
there were outstanding options to purchase an aggregate of 150,106 shares at a
weighted average exercise price of $4.00 per share.

                                       46
Executive Compensation

   The following table provides certain summary information concerning the
compensation earned by Entegris' Chief Executive Officer and the four other
most highly compensated executive officers of Entegris for fiscal 1999 whom we
refer to as the Named Executive Officers.

                           Summary Compensation Table
Annual
                                          Compensation for
                                           Fiscal 1999(1)
                                         ------------------
                                                                All Other
Name and Position                        Salary($) Bonus($) Compensation($)(2)
-----------------                        --------- -------- ------------------
Daniel R. Quernemoen....................  196,517        0        16,000
 Chairman of the Board
Stan Geyer .............................  250,000   64,000        16,000
 Chief Executive Officer
Delmer M. Jensen........................  250,016  179,500         9,600
 Executive Vice President of Operations
James E. Dauwalter......................  230,000   64,000        16,000
 Executive Vice President and Chief
  Operating Officer
John D. Villas..........................  133,269   41,200        13,313
 Chief Financial Officer
--------
(1)  None of the perquisites and other benefits paid to any Named Executive
     Officer exceeded the lesser of $50,000 or 10% of the total annual salary
     and bonus amounts received by the Named Executive Officer.
(2) Represents payments made to defined contribution plans.

Options/SAR Grants in the Last Fiscal Year

   There were no options or stock appreciation rights awarded to any of the
Named Executive Officers during fiscal 1999.

Bonus Programs

   We maintain an executive management incentive program providing annual bonus
opportunities for certain qualified employees, including executive officers,
under which such employees may be awarded cash bonuses based upon the
achievement of individual performance criteria established at the beginning of
each year and upon our financial performance. Under this program, an incentive
pool is established at the end of each fiscal year based upon certain financial
criteria for the then ending fiscal year, including sales growth, operating
profit and return on assets. Our executive officers are eligible to receive a
bonus payment of up to 100% of their base salary, up to 65% of which is based
on the incentive pool, and up to 35% of which is based upon the accomplishment
of their individual performance goals established at the beginning of the year.
Other employees who qualify for this bonus program are eligible to receive
lesser percentages of their base salary based upon the same financial and
individual factors. Additionally, for our domestic employees who do not qualify
for this bonus program, we maintain a quarterly incentive plan. The quarterly
incentive plan provides bonuses based upon base salary, depending upon our
domestic operating income results.

   Our bonus programs are administered at the discretion of our board of
directors. Bonuses paid under the executive management incentive program, if
any, are included in the cash compensation table above.

                                       47
Fiscal Year-End Option/SAR Values

   None of the Named Executive Officers exercised options in the twelve months
ended August 31, 1999. The following table sets forth the number and value of
securities underlying unexercised options held by the Named Executive Officers
at August 31, 1999:
Number of Securities
                              Underlying Unexercised     Value of Unexercised
                                  Options/SARs at        In-the-Money Options
                                August 31, 1999(1)       at August 31, 1999(2)
                             ------------------------- -------------------------
Name and Position            Exercisable Unexercisable Exercisable Unexercisable
-----------------            ----------- ------------- ----------- -------------
Daniel R. Quernemoen........    173,688           0      $185,846    $      0
 Chairman of the Board
Stan Geyer..................    358,260     191,058       383,338     204,432
 Chief Executive Officer
Delmer M. Jensen............    274,780           0       747,402           0
 Vice President of
  Operations
James E. Dauwalter..........    349,576     165,004       374,046     176,554
 Executive Vice Pesident and
 Chief Operating Officer
John Villas.................    149,672      95,528       160,149     102,215
 Chief Financial Officer
Totals......................  1,305,976     451,590    $1,850,781    $483,201
--------
(1) The weighted average exercise price for all options is $2.89 per share.
(2)  The value of unexercised "in-the-money" options is based on the fair
     market value of $4.22 as of August 31, 1999, as determined by the board,
     minus the exercise price, multiplied by the number of shares underlying
     the option.

Equity and Profit Sharing Plans

   Employee Stock Option Plan. The Entegris, Inc. 1999 Long-Term Incentive and
Stock Option Plan (Option Plan) was adopted by the board in August 1999 and
approved by our shareholders in February 2000.

   There are 9,000,000 common shares reserved for issuance under the Option
Plan. Shares subject to awards that have lapsed or terminated without having
been exercised in full may again become available for the grant of awards under
the Option Plan.

   The Option Plan provides for grants of incentive stock options that qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (Code), to
our employees, including officers and employee directors, or the employees of
any of our affiliates. Stock options that do not qualify under section 422 of
the Code, restricted share awards and performance awards may be granted to
employees, including officers, directors of and consultants to Entegris or any
of our affiliates. We will refer to options, restricted share awards and
performance awards under the Option Plan as awards. The Option Plan may be
administered by the board or a committee appointed by the board. After this
offering, the Option Plan will be administered by the compensation and stock
option committee, currently consisting of Messrs. Quernemoen, Geyer, Jensen and
McDaniel. The board or the compensation and stock option committee will have
the authority to determine to whom awards are granted, the terms of such
awards, including the type of awards to be granted, the exercise price, the
number of shares subject to the awards, and the vesting and exercisability of
the awards.

   The term of options granted under the Option Plan generally may not exceed
ten years. The exercise price of incentive stock options granted under the
Option Plan is determined by the board or the compensation and stock option
committee, but cannot be less than 100% of the fair market value of the
underlying common shares on the date of grant.

                                       48
Other options granted under the Option Plan can be granted at exercise prices
below the fair market value of our common shares. Options granted under the
Option Plan vest at the rate specified in the option agreement. No option may
be transferred by the optionee other than by will or the laws of descent or
distribution.

   No incentive stock options may be granted to any person who, at the time of
the grant, owns, or is deemed to own, shares possessing more than 10% of the
total combined voting power of Entegris or any of our affiliates, unless the
option exercise price is at least 110% of the fair market value of the shares
subject to the option on the date of grant and the term of the option does not
exceed five years from the date of grant. In addition, the aggregate fair
market value, determined at the time of grant, of the common shares underlying
incentive stock options which become exercisable by an optionee during any
calendar year may not exceed $100,000. Any options, or portions thereof, which
exceed this limit are treated as nonqualified stock options.

   As of February 28, 2000, there were 6,386,888 options outstanding under the
Option Plan, held by 169 employees, to purchase shares of Entegris at a
weighted average exercise price of $2.88 per share. The Option Plan will
terminate in August 2009, unless terminated sooner by the board. In addition,
effective March 3, 2000, the board of directors approved additional grants to
52 employees to purchase a total of 516,000 shares of Entegris common stock, at
a price equal to the finally determined price for this offering. On March 13,
2000, the board also approved a "broad-based' option grant covering nearly all
of our U.S. employees. Employees who are eligible as of the date of this
offering will each receive options to purchase 300 shares of common stock at a
price equal to the finally determined price for this offering. The estimated
total shares to be subject to these grants are 390,000.

   Directors' Stock Option Plan. In August 1999, our Board adopted, and in
February 2000, our shareholders approved, the Entegris, Inc. Outside Directors'
Option Plan (Directors' Plan) to provide for the automatic grant of options to
purchase Entegris common shares to directors of Entegris. The Directors' Plan
is administered by our board.

   The aggregate number of common shares that may be issued pursuant to options
granted under the Directors' Plan is 1,000,000. Pursuant to the terms of the
Directors' Plan, each of our directors who was not an employee of Entegris or
one of our affiliates was automatically granted an option to purchase 30,000
common shares on the effective date of the Directors' Plan. The Director's Plan
was amended so that each new director who is not an employee of Entegris will
be granted an option to purchase 15,000 common shares upon their appointment or
election to the board. On the effective date of the Director's Plan, options
under this plan will be issued to replace the then current outstanding options
issued under the Fluoroware, Inc. 1997 Directors Stock Option Plan with
substantially the same terms. In addition, each non-employee director who is
still a director after each annual meeting or regular stockholders' meeting
will be automatically granted an option to purchase 6,000 common shares
immediately after that annual meeting. The exercise price of options under the
Directors' Plan will at least equal the fair market value of our common shares
on the date of grant. No option granted under the Directors' Plan may be
exercised after the expiration of ten years from the date on which it was
granted.

   As of February 28, 2000, there were 150,106 options outstanding to purchase
common shares of Entegris under the Directors' Plan, at a weighted average
exercise price of $4.00 per share. Those shares are held by 4 non- employee
directors of Entegris and 2 former non-employee directors of Fluoroware.

   Employee Stock Purchase Plan. In March 2000, our board adopted, subject to
shareholder approval, the Entegris, Inc. Employees Stock Purchase Plan
(Purchase Plan). A total of 4,000,000 common shares of Entegris have been
reserved for issuance under the Purchase Plan. The Purchase Plan is intended to
qualify as an employee stock purchase plan within the meaning of Section 423 of
the Code.

   The Purchase Plan provides a means by which employees may purchase common
shares of Entegris through payroll deductions. The Purchase Plan is implemented
by offerings of rights to eligible employees. Under the Purchase Plan, the
purchase period is six months, beginning on January 1 and July 1 of each

                                       49
calendar year, but the first purchase period will commence on the effective
date of this offering. Purchase dates under this Purchase Plan will occur on
the last business day of each purchase period.

   Employees who participate in this Purchase Plan may contribute up to 10% of
their earnings, by having Entegris withhold part of their salary or otherwise.
The amount withheld is then used to purchase common shares of Entegris on
specified purchase dates. The price of common shares of Entegris purchased
under the Purchase Plan will be equal to 85% of the lower of the fair market
value of the common shares on the first business day of the corresponding
purchase period or the fair market value of the common shares on that purchase
date. Employees who become eligible to participate in the Purchase Plan for the
first time during an ongoing offering will be permitted to begin participating
in the Purchase Plan on the day after the next purchase date that occurs under
the offering. The price of common shares of Entegris purchased under the
Purchase Plan for employees who begin participating in the Purchase Plan during
an ongoing offering will be equal to 85% of the lower of the fair market value
of the common shares on the day they begin participating in the Purchase Plan
or the fair market value of the common shares on the relevant purchase date.
Participants in this Purchase plan may reduce the amount withheld from their
pay or stop the withholding altogether at anytime. Participants can also
increase the rate of withholding from their salary, but only on the first day
of any purchase period. Employees' participation in all offerings under this
Purchase Plan will end automatically on termination of their employment.

   Unless otherwise determined by our board, employees are eligible to
participate in the Purchase Plan in any given purchase period only if they are
customarily employed by us or one of our U.S. subsidiaries for at least 20
hours per week and five months per calendar year on the fifteenth day of the
month immediately prior to the first day of a purchase period. No employee
shall be eligible for the grant of any rights under the Purchase Plan if
immediately after such rights are granted, such employee will have voting power
over 5% or more of our outstanding capital shares. Eligible employees may be
granted rights only if the rights, together with any other rights granted under
employee stock purchase plans, do not permit such employees' rights to purchase
shares of Entegris to accrue at a rate which exceeds $25,000 of fair market
value of those shares for each calendar year in which those rights are
outstanding.

   Employee Stock Ownership Plan. The Entegris, Inc. Employee Stock Ownership
Plan (ESOP) is a tax-qualified employee stock ownership plan under Sections
401(a) and 4975(e)(7) of the Code and under Section 407(d)(6) of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The ESOP was
originally established by Fluoroware in 1984 to purchase common stock of
Fluoroware held by Fluoroware's founder, Victor Wallestad. The ESOP purchased
shares from Wallestad in August 1984, and in August 1989 utilizing proceeds
from debt financing secured by the shares purchased. The ESOP serviced the
indebtedness with funds received as discretionary contributions from Fluoroware
and shares were allocated to participant accounts as they were released from
security upon payment of the loan.

   All ESOP loans have been completely paid off since August 1994, and all
shares have been released from the security interest and fully allocated to
participant accounts as of that date. On April 25, 1997, all company
contributions were discontinued and all active participants were vested at
100%. As of June 7, 1999, the ESOP exchanged its shares of Fluoroware for
shares of Entegris in connection with the consolidation of Fluoroware and
Empak. The ESOP invests almost exclusively in Entegris common stock.

   Participants in the ESOP who terminate employment with us have the right to
request distribution of the Entegris shares allocated to their accounts as of
the second August 31 following termination. Participants who terminate
employment on account of death or disability, or upon retirement after age 65
also have the right to request distribution of the Entegris shares allocated to
their accounts as of the first August 31 following termination. A terminated
participant whose accounts are worth less than $5,000 on the second August 31
after termination of employment, however, will automatically receive
distribution of the shares even if the participant does not request
distribution. Participants who are eligible to receive shares can elect to have
the shares transferred directly to their Individual Retirement Accounts (IRAs).

   The ESOP will be selling shares in this offering. In addition, contingent
upon the successful completion of this offering, the ESOP will be amended to
permit each ESOP participant to receive an annual distribution of

                                       50
up to 10% of the shares in such participant's account. The first opportunity to
elect such "in-service" distribution will be in or about May of 2001. ESOP
participants who are eligible to receive shares from in-service distributions
can elect to have the shares transferred directly to their IRAs.

   As of February 28, 2000, the ESOP held an aggregate of 20,385,514 common
shares.

   Pension Plan. We maintain a defined contribution retirement plan, the
Entegris, Inc. Pension Plan (Pension Plan), that covers eligible employees who
have completed a year of service. The Pension Plan, and the accompanying trust,
are intended to qualify as tax exempt under Sections 401(a) and 501(a) of the
Code. All contributions to the Pension Plan are company contributions, and are
subject to a vesting schedule. The trustee of the Pension Plan, at the
direction of each participant, invests the assets of the Pension Plan in a
number of investment options.

   401(k) Savings and Profit Sharing Plan. In addition to the Pension Plan, we
maintain the Entegris, Inc. 401(k) Savings and Profit Sharing Plan (401(k)
Plan), a defined contribution plan that covers eligible employees. The 401(k)
Plan, and the accompanying trust, are intended to qualify as tax exempt under
Sections 401(a) and 501(a) of the Code. Eligible employees may elect to defer a
percentage of their pre-tax gross compensation in the 401(k) Plan, subject to
the statutory annual limit. The 401(k) Plan provides that we will make matching
contributions on employee deferrals at prescribed levels. Employees are
eligible to defer a portion of their compensation to the 401(k) Plan
immediately upon their hire, but we will not match those contributions until
the employee has completed a year of service with Entegris. Participants are
fully vested in their deferrals and the matching contributions. We may also
make profit sharing contributions to the 401(k) Plan, as determined at the
discretion of our board of directors. Profit sharing contributions, if made,
are subject to a vesting schedule in the accounts of the participants. The
trustee of the 401(k) Plan, at the direction of each participant, invests the
assets of the 401(k) Plan in a number of investment options.

Employment Agreements

   None of the Named Executive Officers are employed pursuant to employment
contracts with Entegris.

Limitation of Liability and Indemnification

   Minnesota law and our articles of incorporation and bylaws provide that we
will, subject to limitations, indemnify any person made or threatened to be
made a party to a proceeding by reason of that person's former or present
official capacity with us. We will indemnify this person against judgments,
penalties, fines, settlements and reasonable expenses, and, subject to
limitations, we will pay or reimburse reasonable expenses before the final
disposition of the proceeding.

   As permitted by Minnesota law, our articles of incorporation provide that
our directors will not be personally liable to us or our shareholders for
monetary damages for a breach of fiduciary duty as a director, subject to the
following exceptions:

  .  any breach of the director's duty of loyalty to us or our shareholders;

  .  acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law;

  .  liability for illegal distributions under section 302A.559 of the
     Minnesota Business Corporation Act or for civil liabilities for state
     securities law violations under section 80A.23 of the Minnesota
     statutes; and

  .  any transaction from which the director derived an improper personal
     benefit.

   Presently, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. We are not aware of any threatened litigation or proceeding that
might result in a claim for indemnification.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling Entegris pursuant to the foregoing provisions, We have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and therefore is unenforceable.

                                       51
CERTAIN TRANSACTIONS

   The following is a description of transactions since September 1, 1996, to
which we or our subsidiaries have been a party, in which the amount involved in
the transaction exceeds $60,000, and in which any of our directors, executive
officers or holders of more than 5% of our capital stock had or will have a
direct or indirect material interest, other than compensation arrangements that
are otherwise required to be described under "Management." We believe that all
of the transactions set forth below were made on terms no less favorable to us
than could have been obtained from unaffiliated third parties.

   Leases. The estate of Wayne C. Bongard is the general partner of County 17,
Chanhassen Partnership; the Waconia Partnership; and the Fleninge Partnership.
The estate of Wayne C. Bongard also controls WCB Holding LLC, a family limited
liability company formed by Wayne C. Bongard, which owns approximately 37% of
the Entegris common shares. Empak, one of our wholly owned subsidiaries, leases
its office and three production facilities from these partnerships or from
Wayne C. Bongard directly on the terms described in the following paragraphs.

   Empak entered into a lease agreement with Fleninge Partnership on June 15,
1993, to lease 4.37 acres of improved commercial real estate, located at 1501
Park Road, in Chanhassen, Minnesota, with an original term from September 1,
1993 to August 31, 2001. This lease is expected to be terminated on or before
May 1, 2000, pursuant to the Real Estate Purchase and Sale Agreement described
in the next subheading. The base rent for such lease is $19,000 per month, to
be adjusted every three years based on the consumer price index.

   Empak also entered into a lease agreement with County 17, Chanhassen
Partnership to lease a 95,000 sq. foot property located at 950 Lake Drive,
Chanhassen, Minnesota with a term of 15 years commencing on December 1, 1989.
The base rent is $37,600 per month and is to be adjusted periodically with
increases tied to the Twin Cities All Urban Wage Earners Cost-Of-Living Index.
This lease gives Empak the option to purchase the leased premises at the end of
the 10th year (1999) and at the end of the 15th year (2004) of the lease at the
fair market value, as determined by an appraisal of a mutually agreed upon
appraiser.

   Empak entered into a lease agreement with Waconia Partnership on March 16,
1987, to lease a property in Waconia, Minnesota, until June 30, 2002. The base
rent was set at $21,791 per month, to be adjusted periodically with increases
tied to the Twin Cities All Urban Wage Earners Cost-Of-Living Index. This lease
also gives Empak the option to purchase the leased premise at the end of the
10th year (1997) and at the end of the 15th year (2002) of the lease at the
fair market value, as determined by an appraisal of a mutually agreed upon
appraiser.

   Finally, Empak entered into a lease agreement with Wayne C. Bongard, now
deceased, on September 22, 1998 to lease a property in Castle Rock, Colorado,
until September 30, 2005. The base rent was set at $25,000 per month or 150% of
the amount of the monthly debt service due and payable by Mr. Bongard on
financing secured by a first lien against that property or any other financing
secured to improve the property, whichever is more. The rent could also be
increased to reflect the then current market rental rates at Mr. Bongard's
option. If Mr. Bongard and Empak disagree on the rental amount, the rental
amount will be determined by a qualified appraiser.

   Under the foregoing agreements, Empak is required to pay, as additional
rent, all real estate taxes, utilities, and other related property expenses.
The additional rent totalled $1,247,000 and $901,000 for fiscal 1999 and fiscal
1998.

   Purchase of Property. Entegris entered into a Real Estate Purchase and Sale
Agreement with Fleninge Partnership on March 15, 2000, to purchase the 4.37
acres of improved commercial real estate and related personal property located
at 1501 Park Road, Chanhassen, Minnesota, which Empak currently leases from the
Fleninge Partnership. The purchase price of the property, which is expected to
be purchased on or before May 1, 2000, is $2,530,000.

                                       52
Sublease Agreement. On April 28, 1997, Empak entered into a sublease
agreement with Emplast, Inc. to sublease property located in Chanhassen,
Minnesota to Emplast. Emplast is majority owned by WCB Holding LLC, our largest
shareholder, and Mark A. Bongard, one of our board members, is the Chief
Executive Officer of Emplast. Empak leases this property from County 17,
Chanhassen Partnership, which lease is described above under the subheading
"Leases." The term of the sublease ends on November 30, 2004. The base rent was
set at $550,000 per year from June 1, 1999 to May 31, 2000, and thereafter
increases $50,000 per year until the rental payment reaches the rental payment
paid by Empak for the premises. As of February 28, 2000, Emplast owed Empak
$229,170 under the sublease. This amount is included in prepaid expenses and
other current assets in the accompanying consolidated balance sheets.

   Notes Payable. On April 6, 1992, Empak issued a promissory note for
$6,000,000 in favor of Marubeni America Corporation pursuant to a loan
agreement between the parties, dated the same day, for the purpose of
constructing our Colorado facility. Interest accrues on the promissory note at
a rate of 9.0% per annum. Empak will repay the principal amount of this loan in
96 equal consecutive monthly installments and a final balloon payment of
$3,913,043, payable March 15, 2002. However, Empak has the option of extending
this final balloon payment for an additional period of 15 years. Interest
expense related to this note totaled $204,738 for the six months ended February
28, 2000.

   Fluoroware issued a promissory note on January 5, 1996 in the amount of
$4,138,379 to Daniel R. Quernemoen, Chairman of the Board of Entegris, as
consideration for the redemption of 68,950 shares of Fluoroware common stock.
The note bears interest rate at the rate of 8.0% and is payable in equal
monthly installments of approximately $39,300 until January 5, 2011.

   Notes Receivable. On April 15, 1999, the estate of Wayne C. Bongard executed
a promissory note in the amount of $801,347 payable to Empak, to be repaid in
equal installments over a 36 month period beginning October 15, 2001, at a rate
of interest of 8.0% per annum. At February 28, 2000, the total debt was
$801,347.

   Debt Guarantees. Empak entered into a guaranty agreement with U.S. Bank
National Association (formerly known as First Bank National Association) on
March 1, 1994, to guarantee the obligations of Wayne C. Bongard, now deceased,
under the Loan Agreement by and between Mr. Bongard and U.S. Bank, dated March
1, 1994, related to the facility in Castle Rock, Colorado that is leased by
Empak. This guarantee totals $1,558,500 at February 28, 2000.

   Sales to Minority Stockholder. Prior to this offering, Marubeni Corporation
held 4.15% of our outstanding shares as of February 28, 2000. In the fiscal
year 1999, sales to Marubeni Corporation accounted for 4.9% of our sales. On
December 1, 1999, Entegris and Marubeni Corporation amended their distribution
agreement to reflect the consolidation of Empak and Fluoroware into Entegris.
Pursuant to the terms of the amended agreement, we appointed Marubeni
Corporation as our exclusive distributor to sell certain of our products in
Japan. Marubeni Corporation, as distributor, agreed to use its best efforts to
sell the agreed upon products and spare parts in Japan. Unless the contract is
terminated under specific conditions, the distribution agreement expires on
February 27, 2003. Sales to Marubeni Corporation were $11,960,387 in fiscal
1999. At February 28, 2000 Entegris had receivables from Marubeni Corporation
totaling $7,540,169, which are due under normal trade terms.

   Sales to Affiliated Entities. Entegris currently holds 20.8% of Metron's
outstanding shares, and in fiscal 1999, products distributed by Metron
accounted for 14.3% of our sales. In addition, Mr. Dauwalter, a supervisory
director of Metron, is Executive Vice President, Chief Operation Officer and
Director of Entegris. As a supervisory director of Metron, Mr. Dauwalter
receives yearly option grants. In connection with Mr. Dauwalter's employment
with Entegris, he entered into an agreement pursuant to which he agreed to
exercise his options to purchase common shares of Metron at our request, to
vote the shares received upon exercise of the options as directed by us and to
hold title to these shares only as a nominee on our behalf, without any
beneficial right, ownership, or interest in the shares. In addition, Mr.
Dauwalter agreed to convey

                                       53
title to the option (if this is permitted by its terms) and any shares received
upon exercise of the option to us or to sell the shares and remit the proceeds
to us upon our request.

   In July 1995, Metron and Fluoroware entered into a distribution agreement.
Subsequent to the consolidation of Empak and Fluoroware to form Entegris and
pursuant to the terms of the agreement, Entegris and Metron agreed that, with
some exceptions, Metron would be the exclusive, independent distributor of some
of Entegris' products in specific countries, primarily in Europe and Asia.
Metron, as distributor, agreed to use its best efforts to sell the agreed upon
products in the designated countries. Unless the contract is terminated under
specific conditions, the contract will remain in place until July 1, 2000, and
is automatically renewed thereafter for additional terms of two years. The
contract can be terminated upon written notification given more than twelve
months prior to the expiration of the applicable term.

   In September of 1997, Fluoroware entered into a distribution agreement with
T.A. Kyser Co., a wholly owned subsidiary of Metron. Pursuant to the terms of
that agreement, Fluoroware and Kyser agreed that Kyser would be stocking
distributor for specific Fluoroware gas and liquid management products in
certain U.S. states. Kyser, as distributor, agreed to use its best efforts to
stock, market and sell products within the states which comprise its territory.
The agreement is for a term of five years, expiring on August 31, 2002, and,
unless either party terminates, the agreement is renewed automatically for
successive five-year terms. Notice of termination must be given one year prior
to the expiration of the term of the agreement for termination without cause.
Termination for cause may occur at any time if specific conditions are met.

   Stock Options. On February 28, 1997, Marubeni America Corporation and
Marubeni Corporation were granted Empak stock options. The grants were
immediately vested and exercisable for ten years. In connection with the
consolidation of Empak and Fluoroware to form Entegris, Marubeni America
Corporation exchanged the Empak option for an option to purchase up to 85,978
shares of Entegris common stock at an exercise price of $5.19. These options
may be exercised at any time before February 27, 2007. Similarly, Marubeni
Corporation exchanged the Empak option for an option to purchase up to 128,964
shares of Entegris common stock at an exercise price of $5.19. These options
may be exercised at any time before February 27, 2007.

   Consulting Agreement. James A. Bernards, a director of Entegris, renders
consulting services to Entegris for a fee of $6,000 per month under an oral
agreement.

                                       54
PRINCIPAL AND SELLING SHAREHOLDERS

   The following table sets forth certain information regarding the beneficial
ownership of our common shares as of February 28, 2000, and as adjusted to
reflect the sale of our common shares offered in this offering: (1) each
shareholder who is known by us to own beneficially more than 5% of our common
shares; (2) each member of our board of directors; (3) each of our Named
Executive Officers; (4) all of our directors and executive officers as a group;
and (5) all selling shareholders as a group. Unless otherwise indicated, to our
knowledge, all persons listed below have sole voting and investment power with
respect to their common shares, except to the extent authority is shared by
spouses under applicable law. Unless otherwise noted, the address of each
shareholder is c/o Entegris, Inc., 3500 Lyman Boulevard, Chaska, Minnesota,
55318.
Beneficial
                              Beneficial                         Ownership
                              Ownership            Number of       After
                          Before Offering(1)        Shares     Offering(1)(2)
                          ------------------------   Being   ------------------
Name                        Shares         Percent  Offered    Shares   Percent
----                      ----------       ------- --------- ---------- -------
WCB Holding LLC.......... 21,580,608        36.8%  1,925,000 19,655,608  29.2%
  950 Lake Drive, Chaska,
  Minnesota 55317
Entegris, Inc. Employee
 Stock Ownership Plan.... 20,385,514        34.7%  2,475,000 17,910,514  26.6%
James A. Bernards........     59,310(2)        *          --     59,310     *
Mark A. Bongard..........     66,638(2)(3)     *          --     66,638     *
James E. Dauwalter.......  5,556,127(4)      9.4%         --  5,556,127   8.2%
Stan Geyer...............  2,937,562(5)      5.0%         --  2,937,562   4.3%
Daniel R. Quernemoen.....  1,982,442(6)      3.4%         --  1,982,442   2.9%
Delmer M. Jensen.........    274,780(2)        *          --    274,780     *
John D. Villas...........    485,163(7)        *          --    485,163     *
Robert J. Boehlke........     46,210(2)        *          --     46,210     *
Roger D. McDaniel........     48,248(8)        *          --     48,248     *
All directors and
 executive officers
 as a group (9
 persons)(9)............. 11,456,480        19.0%         -- 11,456,480  16.6%
All selling shareholders
 as a group.............. 41,966,122        71.5%  4,400,000 37,566,122  55.8%
--------
*Represents beneficial ownership of less than one percent of the common shares.
(1) Beneficial ownership is determined in accordance with the rules of the SEC.
    Applicable percentage ownership is based on 58,720,700 common shares
    outstanding as of February 28, 2000 and 67,320,700 shares outstanding
    immediately following the completion of this offering.
(2) The shares indicated are subject to stock options exercisable within 60
 days of February 28, 2000.
(3)  Mr. Bongard is Chief Manager of WBC Holding LLC and disclaims beneficial
     ownership of the shares held by WCB Holding LLC.
(4)  Includes 4,113,542 shares held directly, 692,152 held by family members,
     345,856 shares allocated to Mr. Dauwalter's individual account under the
     ESOP, and an aggregate of 404,577 shares subject to stock options
     exercisable within 60 days.
(5)  Includes 1,724,828 shares held directly; 430,466 shares held by family
     members, 360,322 shares allocated to Mr. Geyer's account under the ESOP,
     and 421,946 shares subject to stock options exercisable within 60 days.
(6)  Includes 968,970 shares held directly, 393,696 held by family members,
     446,088 shares allocated to Mr. Quernemoen's account under the ESOP, and
     173,688 shares subject to options exercisable within 60 days.
(7)  Includes 157,104 shares held directly, 146,544 shares allocated to Mr.
     Villas' account under the ESOP and 181,515 shares subject to options
     exercisable within 60 days.
(8)  Includes 13,616 shares held directly and 34,632 shares subject to options
     exercisable within 60 days.
(9)  Includes an aggregate of 8,494,374 shares held directly, 1,298,810 shares
     allocated to all of the officers and directors' accounts under the ESOP,
     and 1,663,296 shares subject to options exercisable within 60 days.

                                       55
DESCRIPTION OF CAPITAL SHARES

Common Stock

   As of February 28, 2000, we had 58,720,700 common shares outstanding held by
83 shareholders of record. Based upon the number of shares outstanding as of
February 28, 2000, and giving effect to the issuance of the common shares being
offered by us, we will have 67,320,700 common shares outstanding upon the
closing of the offering.

   Holders of our common shares are entitled to one vote for each share held of
record on all matters on which shareholders are entitled or permitted to vote.
Our board of directors is divided into three classes, serving staggered three
year terms. However, there is no cumulative voting for the election of
directors. Holders of our common shares are entitled to receive dividends when
and as declared by the board of directors out of funds legally available for
dividends. Our loan agreements restrict our ability to pay dividends without
the consent of our lenders. Holders of our common shares have no preemptive or
subscription rights. There are no conversion rights, redemption rights, sinking
fund provisions or fixed dividend rights with respect to our common shares. All
of our outstanding common shares are fully paid and nonassessable, and the
common shares to be issued upon completion of this offering will be fully paid
and nonassessable. As of February 28, 2000, there were 2,936,754 common shares
of Entegris held in holdback escrow in accordance with the Consolidation
Agreement dated June 1, 1999. The escrow was established to secure certain
representations and warranties made by the former shareholders of Fluoroware
and Empak upon the combination of the companies. There have been no claims of
breach through the date of this filing. The escrow will be liquidated under the
terms of the Consolidation Agreement as of June 7, 2000.

   Our directors and executive officers as a group beneficially own
approximately 19.0% of our outstanding common shares. Upon the completion of
the offering, such persons will beneficially own approximately 16.6% of our
outstanding common shares. Accordingly, such persons may be able to control our
affairs, including, without limitation, the sale of our equity or debt
securities, the appointment of officers, the determination of officers'
compensation and the determination as to whether to register outstanding
securities.

Options And Warrants

   Besides options granted under employee options plans, as of February 28,
2000, Marubeni America Corporation and Marubeni Corporation hold options to
purchase an aggregate of 214,942 of our common shares at an exercise price of
$5.19. Marubeni America Corporation and Marubeni Corporation received the
grant, originally for stock of Empak as consideration for their equity interest
in EMPAK International, which was merged into Empak in February 1997. The grant
was immediately vested and exercisable for ten years. With the consolidation of
Empak and Fluoroware to form Entegris, Entegris offered to exchange warrants
and options to purchase Fluoroware and Empak stock outstanding at the time of
the consolidation for options to purchase Entegris common shares, with terms
comparable to the prior options.

Provisions of Our Articles and Bylaws and State Law with Potential Anti-
Takeover Effect

   The existence of a staggered board, the requirement of a 75% shareholder
vote to change the maximum number of directors and the provisions of Minnesota
law, described below, could have an anti-takeover effect. These provisions are
intended to provide management with flexibility, to enhance the likelihood of
continuity and stability in the composition and policies of our board of
directors and to discourage an unsolicited takeover of Entegris, if our board
of director determines that the takeover is not in the best interests of
Entegris and our shareholders. However, these provisions could have the effect
of discouraging attempts to acquire Entegris, which could deprive our
shareholders of opportunities to sell their common shares at prices higher than
prevailing market prices.

   Our board of directors is divided into three classes, serving staggered
three-year terms. As a result of this division, generally at least two
shareholders' meetings will be required for shareholders to effect a change in

                                       56
control of the board of directors. Also, our bylaws require the approval of 75%
of the shareholders present at a shareholders meeting to increase the maximum
number of directors to more than nine members. In addition, our bylaws contain
provisions that establish specific procedures and requirements for calling
meetings of shareholders, appointing and removing members of the board of
directors or changing the number of directors on the board.

   We are governed by the provisions of Sections 302A.671 and 302A.673 of the
Minnesota Business Corporation Act, which are anti-takeover laws. In general,
Section 302A.671 provides that the shares of a corporation acquired in a
"control share acquisition" have no voting rights unless voting rights are
approved in a prescribed manner. A "control share acquisition" is an
acquisition, directly or indirectly, of beneficial ownership of shares that
would, when added to all other shares beneficially owned by the acquiring
person, entitle the acquiring person to have voting power of 20% or more in the
election of directors. In general, Section 302A.673 prohibits a publicly-held
Minnesota corporation from engaging in a "business combination" with an
"interested shareholder" for a period of four years after the date of the
transaction in which the person became an interested shareholder, unless the
business combination is approved in a prescribed manner. "Business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested shareholder. An "interested shareholder" is a person
who is the beneficial owner, directly or indirectly, of 10% or more of the
corporation's voting stock, or an affiliate or associate of the corporation
and, at any time within four years prior to the date in question, was the
beneficial owner, directly or indirectly, of 10% or more of the corporation's
voting shares.

Transfer Agent And Registrar

   Norwest Bank Minnesota, N.A., is the transfer agent and registrar for our
common shares.

                                       57
SHARES ELIGIBLE FOR FUTURE SALE

   Prior to this offering, there has been no public market for our common
shares. A significant public market for the Entegris common shares may not
develop or be sustained after this offering. Future sales of substantial
amounts of Entegris common shares in the public market, or the possibility of
such sales occurring, could harm prevailing market prices for the Entegris
common shares or our future ability to raise capital through an offering of
equity securities.

   After this offering, and after taking into account the redemption of 317,446
common shares in March 2000, we will have outstanding 67,003,254 common shares.
Of these shares, the 8,600,000 shares to be sold in this offering (9,890,000
shares if the underwriters' over-allotment option is exercised in full) will be
freely tradable in the public market without restriction under the Securities
Act, unless such shares are held by "affiliates" of Entegris, as that term is
defined in Rule 144 under the Securities Act.

   The remaining 58,403,254 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold the restricted shares in private transactions in reliance on
exemptions from registration under the Securities Act. Restricted shares may be
sold in the public market only if they are registered or if they qualify for an
exemption from registration under Rule 144 or Rule 701 under the Securities
Act, as summarized below.

   A total of 1,285,374 of the restricted shares are available for immediate
sale, and an additional 43,716 of the restricted shares will be available for
sale 90 days from the date of this offering. We expect that a total of
57,074,164 shares will be subject to lock-up arrangements between the
shareholders and us or the underwriters, pursuant to which, the holders of
these shares would not offer, sell, pledge or otherwise dispose of, directly or
indirectly, or announce their intention to do the same, any common shares or
security convertible into, or exchangeable or exercisable for any security of
Entegris for a period of 180 days from the date of this offering. However, if
the holder of the restricted shares is an individual, he or she may transfer
any such securities either during his or her lifetime or on death by will or
intestacy to his or her immediate family or to a trust the beneficiaries of
which are exclusively the holder of the securities and/or a member of his or
her immediate family. We also have entered into an agreement with the
underwriters pursuant to which we will not offer, sell or otherwise dispose of
common shares for a period of 180 days from the date of this offering. The
agreement further provides that we will not file a registration statement on
Form S-8 to register our stock option and purchase plans for a period of 180
days after the effective date of this offering. On the date of the expiration
of the 180 day lock-up agreements, 6,607,668 shares will be eligible for
immediate sale without restriction, and 50,466,496 of the restricted shares
will be eligible for immediate sale, although these shares will be subject to
certain volume, manner of sale and other limitations under Rule 144. In
addition, approximately 4,723,402 of our common shares are subject to
immediately exercisable options, and we expect that none of these shares will
be eligible for sale in the public market until 180 days following the date of
this prospectus.

   Following the expiration of such lock-up periods, certain shares issued upon
exercise of options we granted prior to the date of this offering will also be
available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with certain restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at least one year,
including the holding period of any prior owner who is not an affiliate, would
be entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of (1) 1% of the then-outstanding common shares or
(2) the average weekly trading volume of the common shares during the four
calendar weeks preceding the filing of a Form 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner of sale and notice
requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding period
of any prior owner who is not an Affiliate, is entitled to sell such shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

                                       58
We intend to file, 180 days after the effective date of this offering, a
registration statement on Form S-8 to register approximately 14,000,000 common
shares reserved for issuance under the Option Plan, the Directors' Plan and the
Purchase Plan. The registration statement will become effective automatically
upon filing. Shares issued under the foregoing plans, after the filing of a
registration statement on Form S-8, may be sold in the open market, subject, in
the case of certain holders, to the Rule 144 limitations applicable to
affiliates and vesting restrictions imposed by us.

                                       59
UNDERWRITING

   Entegris and the selling shareholders are offering the common shares
described in this prospectus through a number of underwriters. Banc of America
Securities LLC, Donaldson, Lufkin & Jenrette, Salomon Smith Barney Inc. and
U.S. Bancorp Piper Jaffray Inc. are the representatives of the underwriters.
Entegris and certain of the selling shareholders have entered into an
underwriting agreement with the representatives. Subject to the terms and
conditions of the underwriting agreement, Entegris and the selling shareholders
have agreed to sell to the underwriters, and each underwriter has severally
agreed to purchase, the number of common shares listed next to its name in the
following table:
Number
                                                                            of
   Underwriter                                                            Shares
   -----------                                                            ------
Banc of America Securities LLC.......................................
   Donaldson, Lufkin & Jenrette.........................................
   Salomon Smith Barney Inc.............................................
   U.S. Bancorp Piper Jaffray Inc.......................................
                                                                          ------
     Total..............................................................
                                                                          ======
Shares sold by the underwriters to the public will initially be offered on
the terms set forth on the cover page of this prospectus. The underwriters may
allow to selected dealers a concession of not more than $    per share, and the
underwriters may also allow, and any other dealers may reallow, a concession of
not more than $   per share to other dealers. If all the shares are not sold at
the assumed initial public offering price, the underwriters may change the
offering price and the other selling terms. The common shares are offered
subject to receipt and acceptance by the underwriters and other conditions,
including the right to reject orders in whole or in part.

   If the underwriters sell more shares than the total number of shares set
forth in the table above, they have an option to buy up to a maximum of
1,290,000 additional shares from Entegris and a maximum of 660,000 additional
shares from a selling shareholder to cover such sales. The underwriters have 30
days to exercise this option. If any shares are purchased pursuant to this
option, the underwriters will severally purchase shares in approximately the
same proportion as set forth in the table above. If purchased, the underwriters
will offer such additional shares on the same terms as those on which the
     shares are being offered. The following table sets forth the per share and
total underwriting discounts and commissions to be paid to the underwriters
assuming both no exercise and full exercise of the underwriters' option to
purchase       additional shares.
No      Full
                                                              Exercise Exercise
                                                              -------- --------
Per Share.................................................   $        $
   Total.....................................................   $        $
Entegris and holders of substantially all of our outstanding common shares,
including all of our executive officers and directors, as well as holders of
options to purchase common shares who are senior officers, have agreed with the
underwriters not to dispose of or hedge any of their common shares or
securities convertible into or exchangeable for common shares during the period
from the date of this prospectus continuing through 180 days after the date of
this prospectus without the prior written consent of Banc of America Securities
LLC. At any time and without notice, Banc of America Securities LLC may, in its
sole discretion, release all or any portion of the securities from these lock-
up agreements.

   The underwriting agreement provides that Entegris and the selling
shareholders will indemnify the underwriters against liabilities set forth in
that agreement, including civil liabilities under the Securities Act, or will
contribute to payments the underwriters may be required to make under that
agreement.

   At our request, the underwriters have reserved up to      of the common
shares offered by this prospectus for sale at the initial public offering price
to persons having business relationships with us. The number of shares of
common stock available to the general public will be reduced to the extent that
these persons

                                       60
purchase the reserved shares. Any reserved common shares that are not purchased
by such persons at the closing of the initial public offering will be offered
by the underwriters to the general public on the same terms as the other shares
in the initial public offering.

   In connection with this offering, the underwriters may purchase and sell
common shares in the open market. These transactions may include:

  .  short sales;

  .  stabilizing transactions; and

  .  purchases to cover positions created by short sales.

   Short sales involve the sale by the underwriters of a greater number of
shares than they are required to purchase in this offering. Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of the common shares while this
offering is in progress.

   The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

   The underwriters may engage in activities that stabilize, maintain or
otherwise affect the price of the common shares, including:

  .  over-allotments;

  .  stabilization;

  .  syndicate covering transactions; and

  .  imposition of penalty bids.

   As a result of these activities, the price of the common shares may be
higher than the price that otherwise might exist in the open market. If the
underwriters commence these activities, they may discontinue them at any time.
The underwriters may carry out these transactions on the Nasdaq National
Market, in the over-the-counter market or otherwise.

   The underwriters do not expect sales to discretionary accounts to exceed
% of the total number of common shares offered by this prospectus.

   Prior to this offering, there has been no public market for the common
shares of Entegris. The initial public offering price was negotiated among
Entegris and the underwriters. Among the factors considered in such
negotiations were:

  .  the history of, and the prospects for, Entegris and the industry in
     which it competes;

  .  the past and present financial performance of Entegris;

  .  an assessment of Entegris' management;

  .  the present state of Entegris' development;

  .  the prospects for Entegris' future earnings;

  .  the prevailing market conditions of the applicable U.S. securities
     market at the time of this offering;

  .  market valuations of publicly traded companies that Entegris and the
     representatives believe to be comparable to Entegris; and

  .  other factors deemed relevant.

   The total expenses related to this initial public offering of our common
shares are estimated to be $1,312,000.

                                       61
LEGAL MATTERS

   The validity of the issuance of the common shares offered by this prospectus
will be passed upon for Entegris by Dorsey & Whitney, LLP, Minneapolis,
Minnesota. Certain legal matters in connection with the offering will be passed
upon for the underwriters by Latham & Watkins, Chicago, Illinois.

                                    EXPERTS

   The consolidated balance sheets of Entegris, Inc. and subsidiaries as of
August 31, 1999, August 31, 1998 and August 31, 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the fiscal years in the three year period ended August 31, 1999, have been
included in this prospectus and elsewhere in the registration statement in
reliance upon the reports of KPMG LLP and Arthur Andersen LLP, independent
public accountants, and upon the authority of said firms as experts in
accounting and auditing.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   A registration statement on Form S-1, including amendments to the
registration statement, relating to the common shares offered by this
prospectus has been filed by us with the SEC. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedules to the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference. For further information with respect to us and the common shares
offered by this prospectus, reference is made to such registration statement,
exhibits and schedules. A copy of the registration statement may be inspected
by anyone without charge at the public reference facilities maintained by the
SEC at 450 Fifth Street, NW, Judiciary Plaza, Washington, D.C. 20549, and
copies of all or any part thereof maybe obtained from the SEC upon payment of
certain fees prescribed by the Commission. The telephone number for the public
reference facilities maintained by the SEC is (800) SEC-0330. The SEC maintains
a World Wide Web site that contains reports, proxy and information statements
and other information filed electronically with the SEC. The address of the
site is http://www.sec.gov.

                                       62
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements
Report of Independent Auditors..........................................  F-2
  Report of Independent Public Accountants................................  F-3
  Consolidated Balance Sheets as of August 31, 1998 and 1999 and as of
   February 28, 2000......................................................  F-4
  Consolidated Statements of Operations for the years ended August 31,
   1997, 1998 and 1999 and for the six months ended February 28, 1999 and
   2000...................................................................  F-5
  Consolidated Statements of Shareholders' Equity for the years ended
   August 31, 1997, 1998 and 1999 and for the six months ended February
   28, 2000...............................................................  F-6
  Consolidated Statements of Cash Flows for the years ended August 31,
   1997, 1998 and 1999 and for the six months ended February 28, 1999 and
   2000...................................................................  F-7
  Notes to Consolidated Financial Statements..............................  F-8
Financial Schedules
Schedule II--Valuation and Qualifying Accounts.......................... F-23
F-1
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Entegris, Inc.:

   We have audited the accompanying consolidated balance sheet of Entegris,
Inc. and subsidiaries as of August 31, 1999, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
represent fairly, in all material respects, the financial position of Entegris,
Inc. and subsidiaries as of August 31, 1999, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

   We previously audited and reported on the consolidated balance sheet of
Fluoroware, Inc. and subsidiaries as of August 31, 1998 and the related
consolidated statements of operations and cash flows for each of the years in
the two-year period ended August 31, 1998, prior to their restatement for the
1999 pooling-of-interests. The total assets of Fluoroware, Inc. and
subsidiaries at August 31, 1998 represented 67% of the restated totals. The
contribution of Fluoroware, Inc. and subsidiaries to revenues and net income
represented 60 percent and 37 percent in 1997, and 57 percent and 15 percent in
1998, of the respective restated totals. Separate financial statements of the
other company, Empak, Inc. and subsidiaries, included in the 1998 Entegris,
Inc. consolidated balance sheet and the 1997 and 1998 consolidated statements
of operations, shareholders' equity and cash flows were audited and reported on
separately by other auditors whose report dated October 8, 1998 expressed an
unqualified opinion on those financial statements.

   We also audited the combination of the accompanying consolidated financial
statements for the years ended August 31, 1997 and 1998, after restatement for
the 1999 pooling of interests. In our opinion, such consolidated statements
have been properly combined on the basis described in Note 1 of the notes to
the consolidated financial statements.

                                          /s/ KPMG LLP

Minneapolis, Minnesota October 27, 1999, except as to notes 7 and 21,
which are as of December 22, 1999 and March 31, 2000

                                      F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Empak, Inc. and Subsidiaries:

   We have audited the consolidated balance sheet of Empak, Inc. (a Minnesota
corporation) and Subsidiaries as of August 31, 1998, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years ended August 31, 1998 and 1997, not presented separately
herein. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

   We conducted our audits in accordance with generally accepted accounting
standards. 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, not separately
presented herein, present fairly, in all material respects, the financial
position of Empak, Inc. and Subsidiaries as of August 31, 1998, and the results
of their operations and their cash flows for each of the years ended August 31,
1998 and 1997, in conformity with generally accepted accounting principles.

                                             /s/ Arthur Andersen LLP

Denver, Colorado
 October 8, 1998

                                      F-3
ENTEGRIS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
August 31
                                                ------------------  February 28,
                                                  1998      1999        2000
                                                --------  --------  ------------
                                                                    (Unaudited)
ASSETS
Current assets:
  Cash and cash equivalents...................  $  8,235  $ 16,411    $ 25,029
  Trade accounts receivable, net of allowance
   for doubtful accounts of $1,322, $1,205 and
   $1,311, respectively.......................    30,832    34,795      40,849
  Trade accounts receivable due from
   affiliates                                      6,646     8,099      16,512
  Inventories.................................    36,935    35,047      35,132
  Refundable income taxes.....................     2,395        --          --
  Deferred tax assets.........................     6,688     6,276       6,241
  Other current assets........................     4,890     4,737       5,805
                                                --------  --------    --------
   Total current assets.......................    96,621   105,365     129,568
                                                --------  --------    --------
Property, plant and equipment, net............   133,323   117,624     112,200
Other assets:
  Investments in affiliates...................    13,013    10,421      13,576
  Intangible assets, less accumulated
   amortization of $2,236, $3,217 and $3,811,
   respectively...............................     7,368     6,318       8,389
  Investments in marketable securities........       387       860       1,067
  Other.......................................     2,229     1,476       1,740
                                                --------  --------    --------
   Total assets...............................  $252,941  $242,064    $266,540
                                                ========  ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt........  $  8,685  $  6,566    $  6,336
  Current maturities of capital lease
   obligations................................     2,333     2,642       2,430
  Short-term borrowings.......................    10,019     8,439       8,021
  Accounts payable............................    12,568    10,548      14,162
  Accrued liabilities.........................    21,239    26,780      28,723
  Income tax payable..........................        --     1,530         392
                                                --------  --------    --------
   Total current liabilities..................    54,844    56,505      60,064
                                                --------  --------    --------
Long-term debt, less current maturities.......    67,547    48,023      46,274
Capital lease obligations, less current
 maturities...................................     5,695     5,807       4,496
Deferred tax liabilities......................     5,255     6,139       8,982
Minority interest in subsidiaries.............     1,201       907       3,755
Shareholders' equity:
  Common stock, par value $.01; 200,000,000
   shares authorized.
  Issued and outstanding shares; 30,276,614,
   29,999,979 and 58,720,700, respectively....       303       300         587
  Additional paid-in capital..................    15,066    15,066      14,853
  Retained earnings...........................   105,351   109,385     127,759
  Accumulated other comprehensive loss........    (2,321)      (68)       (230)
                                                --------  --------    --------
   Total shareholders' equity.................   118,399   124,683     142,969
                                                --------  --------    --------
Commitments and contingent liabilities
                                                --------  --------    --------
   Total liabilities and shareholders'
    equity....................................  $252,941  $242,064    $266,540
                                                ========  ========    ========
See the accompanying notes to consolidated financial statements.

                                      F-4
ENTEGRIS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Dollars in thousands, except per share data)
Six Months Ended
                               Year Ended August 31,         February 28,
                             ----------------------------  ------------------
                               1997      1998      1999      1999      2000
                             --------  --------  --------  --------  --------
                                                              (Unaudited)
Net sales................... $277,290  $266,591  $241,952  $111,590  $156,662
Cost of sales...............  161,732   156,508   148,106    72,026    85,260
                             --------  --------  --------  --------  --------
  Gross profit..............  115,558   110,083    93,846    39,564    71,402
Selling, general and
 administrative expenses....   62,384    65,536    64,336    28,896    34,962
Engineering, research and
 development expenses.......   17,986    19,912    14,565     7,571     6,234
                             --------  --------  --------  --------  --------
  Operating profit..........   35,188    24,635    14,945     3,097    30,206
Interest expense, net.......    6,652     6,995     5,498     3,040     2,020
Other (income) expense,
 net........................    2,201      (273)   (1,850)   (1,312)   (6,282)
                             --------  --------  --------  --------  --------
  Income before income taxes
   and other items below....   26,335    17,913    11,297     1,369    34,468
Income tax expense..........   10,578     4,536     4,380        89    11,589
Equity in net (income) loss
 of affiliates..............   (1,750)      119     1,587     1,196      (582)
Minority interest in
 subsidiaries' net income
 (loss).....................      572       176      (399)      (15)      348
                             --------  --------  --------  --------  --------
  Net income................ $ 16,934  $ 13,083  $  5,729  $    100  $ 23,113
                             ========  ========  ========  ========  ========
Earnings per common share:
  Basic..................... $   0.28  $   0.22  $   0.10  $   0.00  $   0.39
  Diluted................... $   0.27  $   0.21  $   0.09  $   0.00  $   0.36
See the accompanying notes to consolidated financial statements.

                                      F-5
ENTEGRIS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands)
Common Stock
                         --------------                       Accumulated
                         Number         Additional               Other
                           of            Paid-in   Retained  Comprehensive           Comprehensive
                         Shares  Amount  Capital   Earnings  Income (Loss)  Total       income
                         ------  ------ ---------- --------  ------------- --------  -------------
Balance at August 31,
 1996................... 29,269   $293   $ 2,743   $ 80,129    $   (462)   $ 82,703
  Repurchase and
   retirement of
   shares...............   (385)    (4)       --     (2,221)         --      (2,225)
  Issuance of stock for
   merger...............  1,210     12    10,719         --          --      10,731
  Shares issues pursuant
   to stock options
   exercised............    293      3       337         --          --         340
  Options granted below
   fair value...........     --     --       968         --          --         968
  Foreign currency
   translation
   adjustment...........     --     --        --         --        (278)       (278)    $  (278)
  Increase in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --         209         209         209
  Net income............     --     --        --     16,934          --      16,934      16,934
                                                                                        -------
  Total comprehensive
   income...............                                                                $16,865
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1997................... 30,387    304    14,767     94,842        (531)    109,382
  Repurchase and
   retirement of
   shares...............   (405)    (4)       --     (2,574)         --      (2,578)
  Shares issues pursuant
   to stock options
   exercised............    295      3       299         --          --         302
  Foreign currency
   translation
   adjustment...........            --        --         --      (1,622)     (1,622)    $(1,622)
  Decrease in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --        (168)       (168)       (168)
  Net income............     --     --        --     13,083          --      13,083      13,083
                                                                                        -------
  Total comprehensive
   income...............                                                                $11,293
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1998................... 30,277    303    15,066    105,351      (2,321)    118,399
  Repurchase and
   retirement of
   shares...............   (277)    (3)       --     (1,107)         --      (1,110)
  Dilution of ownership
   on equity
   investment...........     --     --        --       (588)         --        (588)
  Foreign currency
   translation
   adjustment...........     --     --        --         --       1,792       1,792     $ 1,792
  Increase in unrealized
   holding gain on
   marketable
   securities...........     --     --        --         --         461         461         461
  Net income............     --     --        --      5,729          --       5,729       5,729
                                                                                        -------
  Total comprehensive
   income...............                                                                $ 7,982
                         ------   ----   -------   --------    --------    --------     =======
Balance at August 31,
 1999................... 30,000    300    15,066    109,385         (68)    124,683
  Repurchase and
   retirement of shares
   (unaudited)..........   (662)    (6)       --     (8,262)         --      (8,268)
  Shares issues pursuant
   to stock options
   exercised
   (unaudited)..........     22     --        80         --          --          80
  Dilution of ownership
   on investments
   (unaudited)..........     --     --        --      3,523          --       3,523
  Foreign currency
   translation
   adjustment
   (unaudited)..........     --     --        --         --        (138)       (138)    $  (138)
  Decrease in unrealized
   holding gain on
   marketable securities
   (unaudited)..........     --     --        --         --         (24)        (24)        (24)
  Net income
   (unaudited)..........     --     --        --     24,113          --      24,113      24,113
  Stock split adjustment
   (unaudited).......... 29,361    293      (293)        --          --          --
                                                                                        -------
  Total comprehensive
   income (unaudited)...                                                                $23,951
                         ------   ----   -------   --------    --------    --------     =======
Balance at February 28,
 2000 (unaudited)....... 58,721   $587   $14,853   $128,759    $   (230)   $143,969
                         ======   ====   =======   ========    ========    ========
See the accompanying notes to consolidated financial statements.

                                      F-6
ENTEGRIS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
Six Months
                                                              Ended February
                                    Year Ended August 31,           28,
                                   -------------------------  ----------------
                                    1997     1998     1999     1999     2000
                                   -------  -------  -------  -------  -------
                                                                (Unaudited)
Operating Activities:
Net income.......................  $16,934  $13,083  $ 5,729  $   100  $23,113
Adjustments to reconcile net
 income to net cash provided by
 operating activities:
  Depreciation and amortization..   23,395   26,591   28,810   13,670   13,369
  Asset impairment...............       --      425    1,996       --    1,287
  Provision for doubtful
   accounts......................      404       57      213      245      106
  Provision for deferred income
   taxes.........................      261      667    1,296       --    2,879
  Stock option compensation
   expense.......................      968       --       --       --       --
  Equity in net (income) loss of
   affiliates....................   (1,750)     119    1,587    1,196     (582)
  Loss (gain) on sale of property
   and equipment.................      112     (360)     543      (16)     611
  Gain on sale of investment in
   affiliate.....................       --       --       --       --   (5,468)
  Minority interest in
   subsidiaries' net income
   (loss)........................      572      176     (399)     (15)     348
  Changes in operating assets and
   liabilities:
   Trade accounts receivable.....   (3,703)   8,096   (5,629)  (1,516) (14,308)
   Inventories...................   (4,402)   7,122    1,888    2,624      (85)
   Accounts payable and accrued
    liabilities..................    4,771  (11,685)   3,520    1,611    5,217
   Other current assets..........   (8,807)   5,457      152   (3,887)  (1,067)
   Accrued income taxes..........      798   (4,094)   3,925     (353)  (1,119)
   Other.........................   (1,064)     255     (222)    (400)    (139)
                                   -------  -------  -------  -------  -------
     Net cash provided by
      operating activities.......   28,491   45,909   43,409   13,259   24,162
                                   -------  -------  -------  -------  -------
Investing Activities:
Acquisition of property and
 equipment.......................  (44,928) (33,512) (10,079)  (5,178)  (7,323)
Purchase of intangible assets....     (695)    (618)    (621)     (21)  (2,013)
Proceeds from sales of property
 and equipment...................      315      343    1,285      493      290
Proceeds from sale of investment
 in affiliate....................       --       --       --       --    7,399
(Decrease) increase in investment
 in affiliates...................   (1,012)    (213)     159       --   (1,840)
                                   -------  -------  -------  -------  -------
     Net cash used in investing
      activities.................  (46,321) (34,000)  (9,256)  (4,706)  (3,487)
                                   -------  -------  -------  -------  -------
Financing Activities:
Principal payments on short-term
 borrowings and long-term debt...   (9,507) (28,567) (32,339) (14,165)  (6,155)
Proceeds from short-term
 borrowings and long-term debt...   29,193   15,895    6,382    2,373    2,312
Issuance of common stock.........      389      302       --       --       80
Repurchase of common stock.......   (2,225)  (2,578)  (1,110)  (1,110)  (8,268)
                                   -------  -------  -------  -------  -------
     Net cash provided by (used
      in) financing activities...   17,851  (14,948) (27,067) (12,902) (12,031)
                                   -------  -------  -------  -------  -------
Effect of exchange rate changes
 on cash and cash equivalents....       82      (80)   1,090      940      (26)
                                   -------  -------  -------  -------  -------
     (Decrease) increase in cash
      and cash equivalents.......      103   (3,119)   8,176   (3,409)   8,618
Cash and cash equivalents at
 beginning of period.............   11,251   11,354    8,235    8,235   16,411
                                   -------  -------  -------  -------  -------
Cash and cash equivalents at end
 of period.......................  $11,354  $ 8,235  $16,411  $ 4,825  $25,029
                                   =======  =======  =======  =======  =======
See accompanying notes to consolidated financial statements.

                                      F-7
ENTEGRIS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

 (a) Principles of Consolidation and Basis of Presentation

   Entegris, Inc. (the Company) is a worldwide leader in providing advanced
materials management products using polymers developed for applications in the
microelectronics industry and other targeted markets. The accompanying
consolidated financial statements include the accounts of the Company, its
wholly owned subsidiaries, Fluoroware, Inc., Empak, Inc., Fluoroware Jamaica,
Ltd. and Empak Bermuda, both foreign sales corporations (FSC), Fluoroware PEI,
Inc., Empak GmbH, Fluoroware Europa GmbH, Empak Hanbal Korea, Empak Korea Yuhan
Hoesa, Empak UK, and Empak Malaysia. The results of operations of Nippon
Fluoroware K.K., a 90% owned subsidiary, Fluoroware GmbH, a 90% owned
subsidiary, Fluoroware Southeast Asia Pte Ltd., a 70% owned subsidiary;
Fluoroware Valqua Japan K.K., a 51% owned subsidiary, and Unified Container
Solutions, Inc., an 80% owned subsidiary of the Company, have also been
consolidated with the Company's results. See Notes 21 and 22 regarding
transactions subsequent to August 31, 1999 which affect certain of preceding
information.

   The Company's fiscal year is a 52 or 53 week period ending on the last
Saturday in August. Fiscal years 1997, 1998 and 1999 ended on August 30, 1997,
August 29, 1998 and August 28, 1999, respectively. For convenience, the
accompanying financial statements have been presented as ending on the last day
of the month.

   The unaudited interim consolidated financial statements for the six months
ended February 28, 1999 and 2000, have been prepared on the same basis as the
audited financial statements and, in the opinion of management, reflect all
normal recurring adjustments necessary to present fairly the financial
information set forth therein, in accordance with generally accepted accounting
principles. The results of operations for the six months ended February 28,
2000 are not necessarily indicative of the operating results to be expected for
the year ended August 31, 2000.

 (b) Business Combination

   On June 7, 1999, Fluoroware, Inc. and Empak, Inc. completed a business
combination which resulted in the formation of Entegris, Inc., a new
corporation formed for the purpose of effecting the business combination.
Entegris, Inc. issued 36 million shares of its common stock in exchange for
100% of the outstanding shares of Fluoroware, Inc. and 24 million shares in
exchange for 100% of the outstanding shares of Empak, Inc.

   For financial reporting purposes, the business combination has been recorded
using the pooling-of-interests method of accounting under generally accepted
accounting principles. Accordingly, the historical financial statements of
Entegris, Inc. include the historical accounts and results of operations of
Empak, Inc. and subsidiaries and Fluoroware, Inc. and subsidiaries as if the
business combination had been in effect for all periods presented.

                                      F-8
The results of operations for the separate companies and combined amounts
presented in the consolidated financial statements are as follows:
1997    1998    1999
                                                     -------- ------- -------
Net sales:
        Fluoroware, Inc............................. $165,772 152,805 141,758
        Empak, Inc..................................  111,518 113,786 100,194
                                                     -------- ------- -------
          Combined.................................. $277,290 266,591 241,952
                                                     ======== ======= =======
      Net income before merger-related expenses,
      impairment of asset charges and adjustments
      recorded to conform accounting methods:
        Fluoroware, Inc............................. $  6,056   1,940     149
        Empak, Inc..................................   10,741  11,414   9,843
                                                     -------- ------- -------
          Combined.................................. $ 16,797  13,354   9,992
                                                     ======== ======= =======
      Net income (loss):
        Fluoroware, Inc............................. $  6,202   1,724  (3,630)
        Empak, Inc..................................   10,732  11,359   9,359
                                                     -------- ------- -------
          Combined.................................. $ 16,934  13,083   5,729
                                                     ======== ======= =======
Adjustments to conform the companies' methods of depreciation reduced
combined net income for the years ended August 31, 1998 and 1999 by
approximately $0.5 million and $1.9 million, respectively.

   Expenses related to the business combination were approximately $3.6 million
for 1999, of which approximately $2.6 million is in accrued liabilities at
August 31, 1999. In addition, the Company recorded asset impairment charges
related to the business combination of approximately $1.3 million during 1999.

 (c) Cash and Cash Equivalents

   Cash and cash equivalents include cash on hand, demand deposits, and short-
term investments with original maturities of three months or less.

 (d) Inventories

   Inventories are stated at the lower of cost or market. Cost is determined by
the last-in, first-out (LIFO) method for approximately 78% and 73% of total
inventories at August 31, 1998 and 1999, respectively. Inventories not valued
at LIFO are recorded using the first-in, first-out method.

 (e) Property, Plant, and Equipment

   Property, plant, and equipment are carried at cost and are depreciated
principally on the straight-line method. When assets are retired or disposed
of, the cost and related accumulated depreciation are removed from the
accounts, and gains or losses are recognized in the same period. Maintenance
and repairs are expensed as incurred; significant renewals and betterments are
capitalized.

 (f) Capitalized Software

   The Company capitalizes certain costs associated with significant software
obtained and developed for internal use. Certain costs are capitalized when
both the preliminary project stage is completed and management

                                      F-9
deems the project will be completed and used to perform the intended function.
Capitalization of such costs ceases no later than the point at which the
project is substantially complete and ready for its intended purpose.

   Capitalized software costs are amortized over the estimated useful life of
the project which is generally 4 to 5 years. Capitalized software of
approximately $4.6 million was included in office furniture and equipment as of
August 31, 1998 and 1999.

 (g) Investments in Non-consolidated Affiliates

   The Company accounts for its investments in its 30.0% and 20.8% owned
affiliates, FJV (Korea) Ltd. and Metron Technology N.V. (Metron) (see Note 21),
respectively, using the equity method. The Company's investment in Metron is
accounted for using a three-month lag due to Metron's May year end.

 (h) Intangible Assets

   Patents, trademarks and goodwill are carried at cost, less accumulated
amortization, and are being amortized over 5 to 17 year periods, using the
straight-line method. Costs associated with bond and debt issuance are carried
at cost, less accumulated amortization, and are being amortized on a straight-
line basis over the life of the applicable bond or debt instrument, which is 10
to 15 years.

   The carrying value of intangible assets is reviewed when circumstances
suggest that there has been possible impairment. If this review indicates that
intangible assets will not be recoverable based on the estimated undiscounted
cash flows over the remaining amortization period, the carrying value of
intangible assets is reduced to estimated fair value.

 (i) Investments in Marketable Securities

   Certain of the Company's investments are classified as available-for-sale,
and accordingly, any unrealized holding gains and losses, net of taxes, are
excluded from income, and recognized as a separate component of shareholders'
equity until realized. Fair market value of the securities is determined based
on published market prices. At August 31, 1999, the gross unrealized gains on
marketable securities were $0.5 million.

 (j) Foreign Currency Translation

   Except for certain foreign subsidiaries whose functional currency is the
United States dollar, assets and liabilities of foreign subsidiaries are
translated from foreign currencies into U.S. dollars at current exchange rates.
Income statement amounts are translated at the weighted average exchange rates
for the year. Gains and losses resulting from foreign currency transactions are
included in net income. For certain foreign subsidiaries whose functional
currency is the United States dollar, currency gains and losses resulting from
translation are determined using a combination of current and historical rates
and are reported as a component of net income.

 (k) Revenue Recognition/Concentration of Risk

   Revenue and the related cost of sales are recognized upon shipment of the
products. The Company provides for estimated returns and warranty obligations
when the revenue is recorded. The Company sells its products to semiconductor
manufacturing companies throughout the world. The Company performs continuing
credit evaluations of its customers and, generally, does not require
collateral. Letters of credit may be required from its customers in certain
circumstances. The Company maintains an allowance for doubtful accounts which
management believes is adequate to cover any losses on trade receivables.

   Certain of the materials included in the Company's products are obtained
from a single source or a limited group of suppliers. Although the Company
seeks to reduce dependence on those sole and limited source suppliers, the
partial or complete loss of certain of these sources could have at least a
temporary adverse effect

                                      F-10
on the Company's results of operations. Furthermore, a significant increase in
the price of one or more of these components could adversely affect the
Company's results of operations.

 (l) Income Taxes

   Deferred income taxes are provided in amounts sufficient to give effect to
temporary differences between financial and tax reporting. The Company accounts
for tax credits as reductions of income tax expense in the year in which such
credits are allowable for tax purposes.

   The Company utilizes the asset and liability method for computing its
deferred income taxes. Under the asset and liability method, deferred tax
assets and liabilities are based on the temporary difference between the
financial statement and tax basis of assets and liabilities and the enacted tax
rates expected to apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

 (m) Long-lived Assets

   Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable based on estimated future
undiscounted cash flows. The Company recorded impairment charges on molds of
approximately $0.4 million and $1.4 million for 1998 and 1999, respectively. In
addition, the Company recorded impairment losses on equipment of approximately
$0.6 million for 1999. All impairment losses are included in the Company's
selling, general and administrative expenses.

 (n) Earnings per Share

   Basic EPS is computed by dividing net income by the weighted average number
of common shares outstanding. Diluted EPS is computed by dividing net income by
the weighted average number of common shares outstanding and all potential
dilutive securities outstanding. The dilutive effect of options is determined
under the treasury stock method and is included only where the effect would be
dilutive.

 (o) Accounting Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 (p) Stock-based Compensation

   The Company accounts for stock-based compensation under Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. APB No. 25 requires compensation cost to be recorded on the date of
the grant only if the current market price of the underlying stock exceeds the
exercise price. The Company has adopted the disclosure-only provisions of SFAS
No. 123, Accounting for Stock-based Compensation.

 (q) Comprehensive Income

   Comprehensive income (loss) represents the change in shareholders' equity
resulting from other than shareholder investments and distributions. The
Company's foreign currency translation adjustments and unrealized gains and
losses on marketable securities are included in accumulated comprehensive
income (loss). The effect of deferred taxes on other comprehensive income
(loss) is not material.

                                      F-11
(r) Recent Accounting Pronouncements

   In June 1998, FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which, as amended, becomes effective for
fiscal years beginning after June 15, 2000. The pronouncement requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the value of
those derivatives would be accounted for depending on the use of derivatives
and whether it qualifies for hedge accounting. The Company is presently
analyzing this statement and the impact, if any, on the Company's financial
statements.

   In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements. This bulletin summarizes certain interpretations and practices
followed by the SEC in administering the disclosure requirements of the federal
securities laws in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company believes this bulletin will
not have an impact on our consolidated financial position, results of
operations or cash flows.

(2) Acquisitions

   On April 30, 1998, the Company acquired all the common stock of Hanbal
Korea, a Korean corporation, for a nominal amount. Subsequent to the
acquisition, the Company contributed additional capital of $2.3 million. The
acquisition has been accounted for under the purchase method of accounting. The
excess of the purchase price over the net book value of the common stock
acquired was $0.8 million and was allocated to goodwill. Results of operations
of Hanbal Korea are included in the consolidated financial statements
subsequent to April 30, 1998.

   On January 26, 1998, the Company acquired an additional 37.5% interest in
Nippon Fluoroware K.K. for $0.9 million.

(3) Inventories

   Inventories consist of the following (in thousands):
1998    1999
                                                                -------- -------
Raw materials.......................................... $  7,564 $ 7,194
        Work-in-process........................................      876   4,377
        Finished goods.........................................   28,161  22,703
        Supplies...............................................      334     773
                                                                -------- -------
                                                                $ 36,935 $35,047
                                                                ======== =======
If the first-in, first-out (FIFO) cost method had been used by the company,
inventories would have been $4.5 million and $4.9 million higher at August 29,
1998 and August 28, 1999, respectively.

   During fiscal 1998 and 1999, inventory quantities were reduced, which
resulted in a liquidation of LIFO inventory layers carried at lower costs than
those prevailing in prior years. The effect of this liquidation was to increase
income before income taxes in fiscal 1998 and 1999 by approximately $1.0
million and $1.6 million, respectively.

                                      F-12
(4) Property, Plant, and Equipment

   Property, plant, and equipment, together with annual depreciation lives,
consist of the following (in thousands):
Estimated
                                                   1998      1999   Useful Lives
                                                 --------- -------- ------------
Land...................................... $   6,268 $  7,307
      Buildings and improvements................    53,117   55,349     5-35
      Manufacturing equipment...................    80,127   77,625     5-10
      Molds.....................................    65,174   68,352      3-5
      Office furniture and equipment............    32,213   34,291      3-8
                                                 --------- --------
                                                   236,900  242,924
      Less accumulated depreciation.............   103,577  125,300
                                                 --------- --------
                                                 $ 133,323 $117,624
                                                 ========= ========
Depreciation expense was $22.9 million, $25.6 million and $27.8 million in
1997, 1998 and 1999, respectively.

(5) Investments in Affiliates

   The investment in Metron was reduced from 37.5% to 32.8% in 1999 due to the
dilution of ownership resulting from an acquisition by Metron. The Company
recorded this $0.6 million reduction in its investment through retained
earnings in fiscal 1999. This ownership percentage was further reduced in
November 1999 as explained in Note 22. A summary of assets, liabilities, and
results of operations for Metron, a 32.8% owned affiliate accounted for using
the equity method, is as follows (in thousands):
May 31,
                                                             -----------------
                                                               1998     1999
                                                             -------- --------
Current assets........................................ $ 97,859 $ 86,713
      Noncurrent assets, net................................   16,302   12,912
      Current liabilities...................................   73,390   64,930
      Noncurrent liabilities................................    2,722    2,743
                                                             -------- --------
          Total shareholders' equity........................ $ 38,049 $ 31,952
                                                             ======== ========
Fiscal Years
                                                               Ended May 31,
                                                             -----------------
                                                               1998     1999
                                                             -------- --------
Net sales............................................. $275,024 $228,121
                                                             -------- --------
      Net income (loss)..................................... $  1,102 $ (4,534)
                                                             ======== ========
Metron operates mainly in Europe, Asia Pacific, and the United States. Sales
to Metron were $34.6 million, $31.8 million and $34.6 million in 1997, 1998 and
1999, respectively. Trade accounts receivable relating to these sales as of
August 31, 1998 and 1999 were $6.6 million and $8.1 million, respectively.

   The Company also has a 30% investment in FJV (Korea) Ltd. Neither this
investment nor FJV (Korea) Ltd.'s financial statements are material.

                                      F-13
(6) Accrued Liabilities

   Accrued liabilities consist of the following (in thousands):
1998    1999
                                                               -------- -------
Payroll and related benefits............................ $  8,061 $ 6,896
      Insurance...............................................    1,440   2,248
      Taxes, other than income taxes..........................    1,384   1,472
      Pension.................................................    2,377   3,218
      Interest................................................      829     570
      Other...................................................    7,148  12,376
                                                               -------- -------
                                                               $ 21,239 $26,780
                                                               ======== =======
(7) Long-term Debt

   Long-term debt consists of the following (in thousands):
1998    1999
                                                               ------- -------
Unsecured senior notes payable in various semiannual
    principal installments, including semiannual interest
    installments at 7.42% through February 2011..............  $20,000 $19,200
   Unsecured reducing revolving commitments with two
    commercial banks for aggregate borrowing of $35,833 with
    interest only payable monthly at 6.43% to 8.50% during
    1999, based on a factor of the banks' reference rates....   13,400      --
   Stock redemption notes payable in various installments
    along with monthly interest of 6%, 8%, and 9% through
    December 2010............................................    9,112   8,490
   Unsecured senior notes payable in various quarterly
    principal installments, including monthly interest
    installments at 9.46% through February 2005..............    8,900   8,400
   Mortgage loans payable in monthly installments of $55
    including principal and interest at 8.75% and 9.95%
    through July 2000 and July 2008; secured by land and
    buildings................................................    2,758   2,331
   Commercial loans payable on a monthly basis in principal
    installments of $271, with interest ranging from 1.925%
    to 9.0% and various maturities through September 2015....    7,929   5,391
   Commercial loan payable on a semiannual basis in principal
    installments of $252 and interest ranging from 4.9% to 6%
    and various maturities through December 2007.............    4,446   3,416
   Industrial Revenue Bonds payable on a semiannual basis
    with principal installments of $50 through October 2012,
    and variable interest ranging from 3.10% to 4.35%........    1,550   1,450
   Note payable to Marubeni Corporation, interest at 9.07%,
    due monthly; balloon payment of $3,913 due March 2002;
    secured by building......................................    4,804   4,543
   Other.....................................................    3,333   1,368
                                                               ------- -------
   Total.....................................................   76,232  54,589
   Less current maturities...................................    8,685   6,566
                                                               ------- -------
                                                               $67,547 $48,023
                                                               ======= =======
F-14
Annual maturities of long-term debt as of August 31, 1999, are as follows
(in thousands):
Year Ended August 31,
2000........................................................... $  6,566
        2001...........................................................    6,791
        2002...........................................................    9,167
        2003...........................................................    4,927
        2004...........................................................    5,434
        Thereafter.....................................................   21,703
                                                                        --------
                                                                        $ 54,589
                                                                        ========
Subsequent to year end through December 22, 1999, the Company signed new
debt agreements which replaced the unsecured senior notes payable and the
unsecured reducing revolving commitments. These new agreements contain
substantially identical terms as the former agreements. The new agreements
require the Company to maintain certain quarterly financial covenants beginning
with the quarter ending February 28, 2000.

(8) Short-term Bank Borrowings

   The Company has a revolving commitment with three commercial banks for
aggregate borrowings of $25 million with interest at the LIBOR rate (5.4% at
August 31, 1999), plus 2.0%, or at prime (8.25% at August 31, 1999). During
1999 interest ranged between 7.75% and 8.5%. The balance outstanding under this
commitment was $5.0 million and $0 at August 31, 1998 and 1999, respectively.

   The Company has entered into line of credit agreements with six
international commercial banks, which provide for aggregate borrowings of 5.1
million Deutsche marks, 5.0 million Malaysia ringgits, 0.5 million Singapore
dollars and 850 million yen for its foreign subsidiaries, which is equivalent
to $12.0 million as of August 31, 1999. Interest rates for these facilities are
based on a factor of the banks' reference rates and ranged from 1.625% to 9.5%
during 1999. Borrowings outstanding under these line of credit agreements at
August 31, 1998 and 1999, were $5.0 million and $8.4 million, respectively.

(9) Lease Commitments

   The Company is obligated under noncancellable lease agreements for certain
equipment and buildings. Future minimum lease payments for all capital and
operating leases with initial or remaining terms in excess of one year at
August 31, 1999 are as follows (in thousands):
Operating Capital  Total
   Year Ended August 31,                               --------- ------- -------
2000..............................................   $ 4,359  $ 3,150 $ 7,508
   2001..............................................     3,491    2,836   6,328
   2002..............................................     2,387    1,433   3,820
   2003..............................................     1,205      707   1,911
   2004..............................................     1,212      489   1,701
   Thereafter........................................     1,247    1,120   2,368
                                                        -------  ------- -------
     Total minimum lease payments....................   $13,900  $ 9,735 $23,636
                                                        =======  ======= =======
   Less amount representing interest imputed at rates
    ranging
    from 5% to 9%....................................              1,286
                                                                 -------
     Capital lease obligations, including current
      maturities
      of $2,641......................................            $ 8,449
                                                                 =======
F-15
Equipment under capital lease is summarized as follows (in thousands):
1998    1999
                                                                 ------- -------
Cost.................................................... $14,163 $16,367
        Less accumulated depreciation...........................   4,632   6,145
                                                                 ------- -------
                                                                 $ 9,530 $10,222
                                                                 ======= =======
Total rental expense for all equipment and building operating leases was
$2.5 million, $4.3 million and $6.1 million in 1997, 1998 and 1999,
respectively. See note 20(a) for related party leases included above.

(10) Interest Expense, net

   Interest expense, net consists of the following (in thousands):
1997     1998     1999
                                                     -------  -------  -------
Interest expense................................. $ 6,747  $ 7,111  $ 6,441
   Less interest income.............................      95      116      943
                                                     -------  -------  -------
     Interest expense, net.......................... $ 6,652  $ 6,995  $ 5,498
                                                     =======  =======  =======

(11) Other Income (Expense), net

   Other income (expense), net consists the following (in thousands):
1997     1998     1999
                                                     -------  -------  -------
Gain (loss) on sale of property and equipment.... $  (112) $ 1,225  $  (543)
   Gain (loss) on foreign currency exchange.........      --     (904)   1,121
   Other, net.......................................  (2,089)     (48)   1,272
                                                     -------  -------  -------
                                                     $(2,201) $   273  $ 1,850
                                                     =======  =======  =======

(12) Income Taxes

   Income (loss) before income taxes was derived from the following sources (in
thousands):
1997     1998     1999
                                                     -------  -------  -------
Domestic......................................... $26,974  $16,634  $ 7,592
   Foreign..........................................    (639)   1,279    3,705
                                                     -------  -------  -------
                                                     $26,335  $17,913  $11,297
                                                     =======  =======  =======

   Income tax expense (benefit) is summarized as follows (in thousands):
1997     1998     1999
                                                     -------  -------  -------
Current:
     Federal........................................ $ 8,541  $ 2,919  $ 2,790
     State..........................................   1,018      876      495
     Foreign........................................     842      280    1,343
                                                     -------  -------  -------
                                                      10,401    4,075    4,628
                                                     -------  -------  -------
   Deferred:
     Federal........................................     150      546     (264)
     State..........................................      27      (85)      16
                                                     -------  -------  -------
                                                         177      461     (248)
                                                     -------  -------  -------
                                                     $10,578  $ 4,536  $ 4,380
                                                     =======  =======  =======
F-16
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at August 31,
1998 and 1999 are as follows (in thousands):
1998     1999
                                                              -------  -------
Net current deferred tax assets:
       Allowance for doubtful accounts....................... $ 1,056  $   749
       Inventory reserve.....................................   2,284    2,449
       Accruals not currently deductible for tax purposes....   3,008    2,549
       Other, net............................................     340      529
                                                              -------  -------
         Total current deferred tax assets...................   6,688    6,276
                                                              -------  -------
     Non-current deferred tax liabilities:
       Accelerated depreciation..............................  (5,841)  (7,098)
       Capital leases........................................    (502)    (519)
       DISC earnings.........................................    (967)    (860)
       Accruals not currently deductible for tax purposes....     914      453
       Other, net............................................   1,141    1,886
                                                              -------  -------
         Total gross deferred tax liabilities................  (5,255)  (6,139)
                                                              -------  -------
         Net deferred tax assets............................. $ 1,433  $   137
                                                              =======  =======
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Based upon the level of historical taxable income
and projections for future taxable income over the periods during which
deferred tax assets are deductible, the Company believes it is more likely than
not that the benefit of these deductible differences will be realized.

   Actual income tax expense differs from the expected amounts based upon the
statutory federal tax rates as follows:
1997  1998  1999
                                                               ----  ----  ----
Expected federal income tax at statutory rate............ 35.0% 35.0% 35.0%
     State income taxes, net of federal tax effect............  2.8   2.5   2.9
     Effect of foreign source income..........................  2.7   2.1   6.3
     Foreign sales corporation income not subject to tax...... (4.1) (5.5) (6.2)
     Research tax credit...................................... (2.6) (5.2) (3.1)
     Foreign losses not previously benefited..................   --  (5.1)   --
     Discontinued use of domestic sales corporation...........  2.4    --    --
     Other items, net.........................................  4.0   1.5   3.9
                                                               ----  ----  ----
                                                               40.2% 25.3% 38.8%
                                                               ====  ====  ====
(13) Employee Stock Ownership Plan and Trust

   Entegris maintains an Employee Stock Ownership Plan and Trust (ESOT).

   In August 1985, the ESOT purchased 23,158,464 shares of common stock of the
Company from a shareholder. The ESOT borrowed funds, guaranteed by the Company,
for $3.6 million and obtained additional contributions to fund this purchase in
October 1985. In August 1989, the ESOT borrowed additional funds of $1.2
million guaranteed by the Company, to purchase an additional 4,631,692 shares
of common stock from a stockholder.

   Employer contributions to the ESOT are determined from time to time by the
Board of Directors at its discretion, and are made without regard to the
profits of the Company. Contributions shall not exceed the

                                      F-17
amount allowable by the Internal Revenue Code. No contributions were made to
the ESOT for 1997, 1998 or 1999.

   Employer contributions are allocated to separate accounts maintained for
each participant in the proportion that the total qualified compensation of
each participant bears to the total qualified compensation for all
participants. Each participant's account is adjusted, at least annually, to
reflect investment gains or losses.

   The ESOT shares were 23,833,718 and 23,253,598 as of August 31, 1998 and
1999, respectively.

   The ESOT plan contains a put option, whereby the Company agrees to purchase
the vested shares distributed to terminated participants or their estates, at
the appraised value of the shares as of the second August 31 following
termination, or after the first August 31 upon death, disability, or attainment
of age 65. The fair value of shares was estimated by an independent appraiser
to be $3.15, $2.01 and $6.25 as of August 31, 1997, 1998 and 1999,
respectively.

   On August 20, 1998, the Board of Directors approved a change to the
distribution procedures, whereby a corporate bylaw restriction was eliminated.
The impact of this restriction elimination allows participants (beneficiaries
and alternate payees) to receive their distribution in Company stock. This
change was effective for distributions based on the August 31, 1998 valuation.

(14) Pension and 401(k) Savings Plans

   Entegris, Inc. has a defined contribution pension plan covering eligible
employees. Contributions under this plan are determined by a formula set forth
in the plan agreement. Total pension costs for 1997, 1998 and 1999 related to
this plan were $2.2 million, $1.7 million and $2.0 million, respectively.

   The Company maintains 401(k) employee savings plans (the Plans) that qualify
as deferred salary arrangements under Section 401(k) of the Internal Revenue
Code. Under the Plans, eligible employees may defer a portion of their pretax
wages, up to the Internal Revenue Service annual contribution limit. The
Company matches 50% of the employee's contribution, up to a maximum of 6% of
the employee's eligible wages. The Board of Directors may, at its discretion,
declare a profit sharing contribution in addition to the matching contribution,
but all contributions are limited to the maximum amount deductible for federal
income tax purposes. The employer profit sharing and matching contribution
expense under the Plans was $1.5 million, $1.6 million and $1.8 million in
1997, 1998 and 1999, respectively.

(15)Stock Option Plans

   In August 1999, Entegris, Inc. established the Entegris, Inc. 1999 Long-Term
Incentive and Stock Option Plan (the 1999 Plan) and the Entegris, Inc. Outside
Directors' Stock Option Plan (the Directors' Plan). These plans replaced
similar plans in effect prior to the business combination described in Note
1(b). The maximum aggregate number of shares that may be granted under the
plans is 9,000,000 and 1,000,000, respectively. The Plans state that the
exercise price for these shares shall not be less than 100% of the fair market
value of the common stock on the date of grant of such option.

   On February 12, 1998, 10-year stock options were granted at a price equal to
the most recent fair market appraised value. Some of the options became
immediately exercisable while others are exercisable on a cumulative basis at a
rate of 25% per year.

   Prior to the effective date of this offering, the Company intends to amend
the Directors' Plan so that each outside director shall automatically be
granted an option to purchase 15,000 shares upon the date the individual
becomes a director. Annually, each outside director will automatically be given
an option to purchase 6,000 shares. Options will be exercisable six months
subsequent to the date of grant. The term of the option shall be ten years. The
Plan states that the exercise price for these shares shall not be less than
100% of the fair market value of the common stock on the date of grant of such
option.

                                      F-18
Option activity for the 1999 Plan and the Directors' Plan is summarized as
follows (shares in thousands):
1997             1998             1999
                             ---------------- ---------------- ----------------
                             Number of Option Number of Option Number of Option
                              shares   price   shares   price   shares   price
                             --------- ------ --------- ------ --------- ------
Options outstanding,
    beginning
    of year................    1,952   $1.46    1,810   $1.43    6,010   $2.72
     Granted...............       92    1.37    4,610    3.15       --      --
     Canceled..............     (234)   1.50     (410)   2.01     (111)   2.57
                               -----   -----    -----   -----    -----   -----
   Options outstanding, end
    of year................    1,810   $1.43    6,010   $2.72    5,899   $2.72
                               =====   =====    =====   =====    =====   =====
   Options exercisable, end
    of year................      452   $1.38    2,769   $2.45    3,855   $2.54
                               =====   =====    =====   =====    =====   =====
   Options available for
    grant, end
    of year................    8,190            3,990            4,101
                               =====            =====            =====
At August 31, 1999, the exercise price for 4,454,000 options outstanding,
with a weighted average remaining contractual life of 8.5 years, was $3.15 and
the exercise prices for 1,445,000 options outstanding, with a weighted average
remaining life of 6.5 years, ranged from $0.96 to $1.50. At August 31, 1999,
2,527,000 options were exercisable at $3.15 and 1,328,000 options were
excercisable at prices ranging from $0.96 to $1.50. No options were exercised
in 1997, 1998 or 1999.

   The Company determined pro forma compensation expense under the provisions
of SFAS No. 123 using the Black-Scholes pricing model and the following
assumptions:
5 Year     8 Year     10 Year
                                                ---------  ---------  ---------
Expected dividend yield...................     0%         0%         0%
     Expected stock price volatility...........     0%         0%         0%
     Risk-free interest rate................... 5.32-5.47% 6.33-6.86% 5.39-5.96%
     Expected life.............................  5 years    8 years   10 years
Had compensation cost for option grants been determined consistent with
SFAS No. 123, the Company's net income, on a pro forma basis, would have been
as follows (in thousands, except per share data):
1997    1998    1999
                                                          ------- ------- ------
Net income, as reported............................. $16,934 $13,083 $5,729
     Pro forma net income................................  16,610  10,018  4,603
     Basic net earnings per share, as reported...........    0.28    0.22   0.10
     Pro forma basic net earnings per share..............    0.27    0.17   0.08
     Diluted net earnings per share, as reported.........    0.27    0.21   0.09
     Pro forma diluted net earnings per share............    0.27    0.16   0.07
The weighted average fair value of options granted during the years ended
August 31, 1997 and 1998 with exercise prices equal to the market price at the
date of grant was $0.84 and $1.33 per share, respectively.

                                     F-19
(16) Earnings per Share

   Basic earnings per share is based upon the weighted average common shares
outstanding during each year. Diluted earnings per share is based upon the
weighted average common shares outstanding and dilutive common stock equivalent
shares outstanding during each year. The following table presents a
reconciliation of the denominators used in the computation of basic and diluted
earnings per share (in thousands):
1997   1998   1999
                                                           ------ ------ ------
Basic earnings per share--Weighted common shares
    outstanding..........................................  60,419 60,714 60,171
   Weighted common shares assumed upon exercise of stock
    options..............................................   1,819    745  1,950
                                                           ------ ------ ------
   Diluted earnings per share--Weighted common shares and
    potential common shares outstanding..................  62,238 61,459 62,121
                                                           ====== ====== ======
(17)Segment Information

   The Company operates in one segment as it designs, develops, manufactures,
markets and sells material management and handling products predominantly
within the semiconductor industry. All products are sold on a worldwide basis.

   The following table summarizes total net sales, based upon the country from
which sales were made, and long-lived assets attributed to significant
countries for 1997, 1998 and 1999, respectively (in thousands):
1997     1998     1999
                                                    -------- -------- --------
Net sales:
        United States.............................. $252,230 $217,171 $176,345
        Japan......................................   13,232   19,129   20,337
        Germany....................................   10,103   18,853   26,278
        Malaysia...................................      818    5,828   12,100
        Korea......................................       --    1,249    2,443
        Singapore..................................      907    4,361    4,449
                                                    -------- -------- --------
                                                    $277,290 $266,591 $241,952
                                                    ======== ======== ========
      Long-lived assets:
        United States.............................. $ 95,847 $102,190 $ 84,271
        Japan......................................    7,404    6,044    7,100
        Germany....................................    5,034    7,143    6,484
        Malaysia...................................    9,807   13,094   12,955
        Korea......................................       25    2,742    5,131
        Singapore..................................    2,037    2,110    1,683
                                                    -------- -------- --------
                                                    $120,154 $133,323 $117,624
                                                    ======== ======== ========

   Export sales, principally from the United States, amounted to $95.8 million,
$70.7 million and $50.3 million in 1997, 1998 and 1999, respectively. In 1997,
1998 and 1999, no single customer accounted for 10% or more of net sales.

(18) Supplementary Cash Flow Information
1997     1998     1999
                                                    -------- -------- --------
Schedule of interest and income taxes paid
       (in thousands):
        Interest...................................   $6,945   $6,881  $ 6,633
        Income taxes, net of refunds received......    8,427    7,777   (3,052)
F-20
(19) Fair Value of Financial Instruments

   The carrying amount of cash equivalents and short-term debt approximates
fair value due to the short maturity of those instruments.

   The fair value of long-term debt was estimated using discounted cash flows
based on market interest rates for similar instruments and approximates the
carrying value at August 31, 1999.

(20) Related-Party Transactions

 (a) Leases

   The Company leases office space and production facilities under operating
leases from a major stockholder's trust or from entities related to this
stockholder. These leases, which expire through the year 2004, may be adjusted
periodically based on a percentage of the increase in the consumer price index.
The Company is required to pay for all real estate taxes, utilities and other
operating expenses. Rent expense for continuing operations relating to these
agreements totaled $0.6 million, $0.9 million and $1.2 million for 1997, 1998
and 1999, respectively.

 (b) Service Agreement

   The Company allocated rental payments to Emplast, a previously owned
company, totaling $0.5 million, $0.4 million and $0.3 million in 1997, 1998 and
1999, respectively. As of August 31, 1998 and 1999, Emplast owed the Company
$0.7 million and $0.8 million and respectively, which are included in prepaid
expenses and other current assets in the accompanying consolidated balance
sheets.

 (c) Note Payable

   The Company has a note payable to Marubeni, a minority stockholder. Interest
expense related to this note totaled $0.5 million, $0.5 million and $0.4
million for 1997, 1998 and 1999, respectively.

 (d) Notes Receivable

   At August 31, 1999, the Company has a $0.8 million note receivable from a
major stockholder trust which bears interest at 8.0% per year.

 (e) Debt Guarantees

   The Company guarantees a loan of a former officer and a major stockholder
related to the Company's leased facility in Castle Rock, Colorado. This
guarantee totaled $1.2 million and $1.6 million and at August 31, 1998 and
1999, respectively.

 (f) Sales to Minority Shareholder

   The Company sells products to Marubeni under normal business terms. Sales to
Marubeni were $19.4 million, $18.0 million and $12.0 million in 1997, 1998 and
1999, respectively. At August 31, 1998 and 1999, the Company had a receivable
from Marubeni totaling $0.8 million and $1.9 million, respectively, due under
normal trade terms. In addition, in February 1997, Marubeni was granted an
option to buy 214,942 shares of the Company's common stock with an exercise
price of $5.19 per share. The grant was immediately vested and exercisable for
ten years.

(21) Subsequent Events

   The accompanying consolidated financial statements reflect a 2-for-1 stock
split of the Company's common stock to be effective prior to its initial public
offering. The Company filed a registration statement with the Securities and
Exchange Commission on March 31, 2000.

                                      F-21
In August 1999, the Company acquired the 10% minority interest in
Fluoroware, GmbH resulting in 100% ownership of the entity for $0.4 million.

   In October 1999, the Company acquired the assets of a polymer machining
business located in Upland, California for $2.7 million.

(22) Subsequent Events (Unaudited)

   In October 1999, the Company's Nippon Fluoroware K.K. subsidiary (NFKK)
agreed to issue equity of $2.2 million and debt of $2.2 million in exchange for
property and equipment. As a result, the Company's ownership percentage in NFKK
decreased from 90.0% to 51.0%.

   In November 1999, the Company sold approximately 612,000 shares of its
investment in Metron Technology N.V. (Metron) stock as part of Metron's initial
public offering. As a result of the sale, the company received proceeds of $7.4
million and recognized a gain of $5.5 million. The Company's ownership
percentage decreased from 32.8% to 20.8% as a result of the sale in the public
offering. As a result of the initial public offering the value of the Company's
investment increased and was reflected as an increase to retained earnings of
$3.5 million. At February 28, 2000, the Company owned approximately 2.7 million
shares of Metron with a market value of approximately $65.2 million.

   In February 2000, the Company acquired the 30% minority interest in
Fluoroware Southeast Asia Pte Ltd. resulting in 100% of the entity for $0.7
million.

   In March 2000, the Company entered into an agreement with a related party to
purchase certain real estate and personal property, which the Company currently
leases from the related party (see Note 20(a)). The purchase price of the
property, which is expected to be purchased on or before May 1, 2000, is $2.5
million.

   In March 2000, the Company's Board of Directors approved an increase in the
Company's number of authorized common shares from 100,000,000 shares to
200,000,000 shares in conjunction with our 2-for-1 stock split.

   In March 2000, the Company's Board of Directors adopted, subject to
shareholder approval, the Entegris, Inc. Employee Stock Purchase Plan (the
Plan). A total of 4,000,000 common shares were reserved for issuance under the
Plan.

   In March 2000, the Company granted options to purchase 516,000 common shares
under the Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan.

                                      F-22
SCHEDULE II

                                 ENTEGRIS, INC.

                       Valuation and Qualifying Accounts
                                 (In thousands)
Deductions
                               Balance at   Charged       from
                               beginning    to costs    reserves   Balance at
                               of period  and expenses    (1)     end of period
                               ---------- ------------ ---------- -------------
For the year ended August 31,
 1997:
  Allowance for doubtful
   receivables................   $1,524        404         439       $1,489
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,001      4,225       3,371       $2,855
                                 ======      =====       =====       ======
For the year ended August 31,
 1998:
  Allowance for doubtful
   receivables................   $1,489         57         224       $1,322
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,855      2,475       2,818       $2,512
                                 ======      =====       =====       ======
For the year ended August 31,
 1999:
  Allowance for doubtful
   receivables................   $1,322        213         330       $1,205
                                 ======      =====       =====       ======
  Inventory reserves..........   $2,512      2,701       2,043       $3,170
                                 ======      =====       =====       ======
--------
(1) Net of recoveries

                                      F-23
Advanced Manufacturing Capabilities

   Graphic of Globe depicting locations of sales offices and manufacturing

   [Photo of blow molding equipment with caption stating: Blow Molding]

   [Photo of injection molding equipment with caption stating: Injection
Molding]

   [Photo of roto molding equipment with caption stating: Roto Molding]

   [Photo of sheet lining equipment with caption stating: Sheet Lining]

   [Photo of assembly equipment with caption stating: Assembly Operations]

   [Photo of laboratory with caption stating: Materials Laboratory]

   Germany Japan Korea Malaysia
   California Colorado Minnesota Oregon Texas

   Worldwide Infrastructure

   [Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                               13,000,000 Shares

                               [LOGO OF ENTEGRIS]

                             ---------------------

                                   Prospectus

                                       , 2000

                             ---------------------

                         Banc of America Securities LLC

                          Donaldson, Lufkin & Jenrette

                              Salomon Smith Barney

                           U.S. Bancorp Piper Jaffray

   Until                 , 2000 (25 days after the date of this prospectus),
all dealers effecting transactions in the common shares, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the distribution of the common shares being registered. All amounts are
estimated, except the SEC Registration Fee, the NASD Filing Fee and the Nasdaq
National Market Filing Fee:
SEC Registration Fee............................................. $63,150
      NASD Filing Fee..................................................  27,410
      Nasdaq National Market Filing Fee................................  95,000
      Blue Sky Fees and Expenses.......................................       *
      Accounting Fees..................................................       *
      Legal Fees and Expenses..........................................       *
      Transfer Agent and Registrar Fees................................       *
      Printing and Engraving...........................................       *
      Transfer Fees....................................................       *
      Insurance Fees for Directors in Connection with Offering.........       *
      Miscellaneous....................................................       *
                                                                        -------
      Total............................................................ $     *
                                                                        =======
--------
*  To be supplied by amendment.
 None of the expenses will be borne by selling shareholders.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 302A.521 of the Minnesota Statutes requires Entegris to indemnify a
person made or threatened to be made a party to a proceeding, by a reason of
the former or present official capacity of the person with respect to Entegris,
against judgment, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (1) has not been indemnified by
another organization or employee benefit plan for the same judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (2) acted in good faith; (3) received no improper personal benefit,
and statutory procedure has been followed in the case of any conflict of
interest by a director; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of Entegris, or in the case of performance by
a director, officer, employee or agent of Entegris as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct was not opposed to the best
interests of Entegris. In addition, Section 302A.521, subd. 3 requires payment
by Entegris, upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required indemnification is
made by a majority of the disinterested board of directors present at a meeting
at which a disinterested quorum is present, or a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.

   Provisions regarding the indemnification of officers and directors of
Entegris, to the extent permitted by Section 302A.521, are contained in
Entegris' articles of incorporation and bylaws.

                                      II-1
Entegris maintains a policy of directors' and officers' liability insurance
that insures Entegris' directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances. In conjunction
with the effectiveness of the registration statement, Entegris plans to expand
its coverage to include securities law claims.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Entegris
pursuant to the foregoing provisions, Entegris has been informed that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act, and is therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

   Since September 1, 1996, we have sold and issued the following unregistered
securities (references to common shares reflect a 2-for-1 stock split to be
effected prior to our initial public offering):

  (1)  On June 7, 1999, we issued 59,999,958 common shares to former
       shareholders of Fluoroware and Empak as part of a consolidation in
       which Fluoroware and Empak became our wholly owned subsidiaries;

  (2)  Between June 1999 and March 2000, we issued an aggregate of 1,554,350
       shares as distributions to current or former participants of the ESOP;
       and

  (3)  As of March 30, 2000, we had granted options to purchase an aggregate
       of 7,556,400 common shares to our employees, directors and consultants
       pursuant to our 1999 Long-Term Incentive and Stock Option Plan and our
       Outside Directors' Option Plan. Of these options, 244,748 shares have
       been cancelled without being exercised and 43,716 shares have been
       issued pursuant to stock option exercises.

   The sale and issuance of securities in the transaction described in
paragraph 1 above was deemed to be exempt from registration under the
Securities Act by virtue of Section 4(2) as a transaction not involving a
public offering.

   The sales and issuances of securities in the transactions described in
paragraph 2 and 3 above were deemed to be exempt from registration under the
Securities Act by virtue of Section 4(2) and Rule 701.

   None of the transactions set forth in Item 15(a) involved underwritten
offerings.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   (a) Exhibits
Numbers                               Description
 -------                               -----------
1.1*  Form of Underwriting Agreement
   3.1   Articles of Incorporation of Entegris, Inc.
   3.2   Bylaws of Entegris, Inc.
   3.3   Audit Committee Charter of Entegris, Inc.
   4.1   Specimen of Common Stock Certificate
   5.1*  Opinion of Dorsey & Whitney LLP
   9.1   Form Shareholder Agreement for Fluoroware, Inc. Shareholders in
         relation to the consolidation of Fluoroware, Inc. and Empak, Inc. to
         form Entegris, Inc.
   9.2   Form Shareholder Agreement for Empak, Inc. Shareholders in relation to
         the consolidation of Fluoroware, Inc. and Empak, Inc. to form
         Entegris, Inc.
  10.1   Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
  10.2   Entegris, Inc. Outside Directors' Option Plan
  10.3*  Entegris, Inc. 2000 Employee Stock Purchase Plan
II-2
Numbers                               Description
 -------                               -----------
10.4    Entegris, Inc. Employee Stock Ownership Plan
 10.5    Entegris, Inc. Pension Plan
 10.6    Entegris, Inc. 401(k) Savings and Profit Sharing Plan
 10.7    Employment Agreement between Delmer Jensen and Empak, Inc., dated as
         of January 1, 1999
 10.8    Lease Agreement between Empak, Inc. and Fleninge Partnership, dated
         June 15, 1993
 10.9    Lease Agreement between Empak, Inc. and Wayne C. Bongard, dated
         September 22, 1998
 10.10   Amended and Restated Sublease Agreement between Empak, Inc. and
         Emplast, Inc., dated April 28, 1997
 10.11   Real Estate Purchase and Sale Agreement between Fleninge Partnership
         and Entegris, Inc., dated March 15, 2000
 10.12   Promissory Note between Wayne C. Bongard estate and Empak, Inc., dated
         April 15, 1999
 10.13   Promissory Note between Fluoroware, Inc. and Dan Quernemoen, dated
         January 5, 1996
 10.14   Guaranty between Empak, Inc. and First Bank National Association,
         dated March 1, 1994
 10.15   Consolidation Agreement by and among Entegris, Inc., Fluoroware, Inc.
         and Empak, Inc., dated June 1, 1999
 10.16   Distribution Agreement between Fluoroware, Inc. and Metron
         Semiconductors Europa B.V., dated July 6, 1995, as amended by
         Entegris, Inc., ISS Amendements to Metron/Fluoroware Distribution
         Contract, between Entegris, Inc. Integrated Shipping Systems and
         Metron Technology, Inc., dated October 22, 1999
 10.17   Metron Semiconductors Europa B.V. Investor Rights Agreement dated July
         6, 1995
 10.18   U.S. Stocking Distributor Five-Year Agreement as of September 1, 1997
         between Fluoroware, Inc. and Kyser Company
 10.19** STAT-PRO(R) 3000 and STAT-PRO(R) 3000E Purchase and Supply Agreement
         between Fluoroware, Inc. and Miller Waste Mills, d/b/a RTP Company,
         dated April 6, 1998
 10.20   Amended and Restated Distributorship Agreement by and among Entegris,
         Inc., Empak, Inc., Marubeni America Corporation and Marubeni
         Corporation, dated as of December 1, 1999
 10.21** PFA Purchase and Supply Agreement by and between E.I. Du Pont De
         Nemours and Company and Fluoroware, Inc., dated January 7, 1999, which
         was made effective retroactively to November 1, 1998, and supplemented
         by the Assignment and Limited Amendment by and between the same
         parties and Entegris, Inc., dated as of September 24, 1999
 21.1    Subsidiaries of the Company
 23.1    Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 23.2    Consent of KPMG LLP
 23.3    Consent of Arthur Andersen LLP
 24.1    Powers of Attorney (Included on signature page)
 27.1    Financial Data Schedule
 27.2    Financial Data Schedule
 27.3    Financial Data Schedule
 27.4    Financial Data Schedule
--------
*  To be filed by amendment
**  Confidential information has been omitted from these exhibits and filed
    separately with the SEC accompanied by a confidential treatment request
    pursuant to Rule 406 under the Securities Act of 1933, as amended.

                                      II-3
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments
defining the rights of holders of certain long-term debt of Entegris are not
filed, and in lieu thereof, Entegris agrees to furnish copies thereof to the
SEC upon request.

   (b) Financial Statement Schedules

ITEM 17. UNDERTAKINGS

   The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

   The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be a part of this Registration
  Statement as of the time it was declared effective.

     (2) For purposes of determining any liability under the Act, each post-
  effective amendment that contains a form of prospectus shall be deemed to
  be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

                                      II-4
SIGNATURE

   Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunder duly authorized, in the City of Minneapolis, County of
Hennepin, State of Minnesota, on March 30, 2000.

                                          ENTEGRIS, INC.

                                                      /s/ Stan Geyer
                                          By: _________________________________
                                            Stan Geyer Chief Executive Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stan Geyer, James E. Dauwalter, and John
D. Villas, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign one or more Registration Statements on Form S-1 of
Entegris, Inc, and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, may lawfully do or cause to be done by virtue hereof.

              Signature                         Title                Date

           /s/ Stan Geyer               President, Chief        March 30, 2000
-------------------------------------    Executive Officer
             Stan Geyer                  and Director
                                         (principal
                                         executive officer)

         /s/ John D. Villas             Chief Financial         March 30, 2000
-------------------------------------    Officer (principal
           John D. Villas                accounting and
                                         financial officer)

      /s/ Daniel R. Quernemoen          Chairman of the         March 30, 2000
-------------------------------------    Board
        Daniel R. Quernemoen

       /s/ James E. Dauwalter           Executive Vice          March 30, 2000
-------------------------------------    President, Chief
         James E. Dauwalter              Operating Officer
                                         and Director

        /s/ James A. Bernards           Vice Chairman,          March 30, 2000
-------------------------------------    Director
          James A. Bernards

        /s/ Robert J. Boehlke           Director                March 30, 2000
-------------------------------------
          Robert J. Boehlke

        /s/ Roger D. McDaniel           Director                March 30, 2000
-------------------------------------
          Roger D. McDaniel

         /s/ Mark A. Bongard            Director                March 30, 2000
-------------------------------------
           Mark A. Bongard

        /s/ Delmer H. Jensen            Director                March 30, 2000
-------------------------------------
          Delmer H. Jensen

                                      II-5
EXHIBIT INDEX
Numbers                               Description
 -------                               -----------
1.1*   Form of Underwriting Agreement
  3.1    Articles of Incorporation of Entegris, Inc.
  3.2    Bylaws of Entegris, Inc.
  3.3    Audit Committee Charter of Entegris, Inc.
  4.1    Specimen of Common Stock Certificate
  5.1*   Opinion of Dorsey & Whitney LLP
  9.1    Form Shareholder Agreement for Fluoroware, Inc. Shareholders in
         relation to the consolidation of Fluoroware, Inc. and Empak, Inc. to
         form Entegris, Inc.
  9.2    Form Shareholder Agreement for Empak, Inc. Shareholders in relation to
         the consolidation of Fluoroware, Inc. and Empak, Inc. to form
         Entegris, Inc.
 10.1    Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
 10.2    Entegris, Inc. Outside Directors' Option Plan
 10.3*   Entegris, Inc. 2000 Employee Stock Purchase Plan
 10.4    Entegris, Inc. Employee Stock Ownership Plan Trust Agreement
 10.5    Entegris, Inc. Pension Plan Trust Agreement
 10.6    Entegris, Inc. 401(k) Savings and Profit Sharing Plan
 10.7    Employment Agreement between Delmer Jensen and Empak, Inc., dated as
         of January 1, 1999
 10.8    Lease Agreement between Empak, Inc. and Fleninge Partnership, dated
         June 15, 1993
 10.9    Lease Agreement between Empak, Inc. and Wayne C. Bongard, dated
         September 22, 1998
 10.10   Amended and Restated Sublease Agreement between Empak, Inc. and
         Emplast, Inc., dated April 28, 1997
 10.11   Real Estate Purchase and Sale Agreement between Fleninge Partnership
         and Entegris, Inc., dated March 15, 2000
 10.12   Promissory Note between Wayne C. Bongard estate and Empak, Inc., dated
         April 15, 1999
 10.13   Promissory Note between Fluoroware, Inc. and Dan Quernemoen, dated
         January 5, 1996
 10.14   Guaranty between Empak, Inc. and First Bank National Association,
         dated March 1, 1994
 10.15   Consolidation Agreement by and among Entegris, Inc., Fluoroware, Inc.
         and Empak, Inc., dated June 1, 1999
 10.16   Distribution Agreement between Fluoroware, Inc. and Metron
         Semiconductors Europa B.V., dated July 6, 1995, as amended by
         Entegris, Inc., ISS Amendments to Metron/Fluoroware Distribution
         Contract, between Entegris, Inc. Integrated Shipping Systems and
         Metron Technology, Inc., dated October 22, 1999
 10.17   Metron Semiconductors Europa B.V. Investor Rights Agreement dated July
         6, 1995, as supplemented by the Indemnification Agreement, dated as of
         November 18, 1999
 10.18   U.S. Stocking Distributor Five-Year Agreement as of September 1, 1997
         between Fluoroware, Inc. and Kyser Company
 10.19** STAT-PRO(R) 3000 and STAT-PRO(R) 3000E Purchase and Supply Agreement
         between Fluoroware, Inc. and Miller Waste Mills, d/b/a RTP Company,
         dated April 6, 1998
Numbers                               Description
 -------                               -----------
10.20   Amended and Restated Distributorship Agreement by and among Entegris,
         Inc., Empak, Inc., Marubeni America Corporation and Marubeni
         Corporation, dated as of December 1, 1999
 10.21** PFA Purchase and Supply Agreement by and between E.I. Du Pont De
         Nemours and Company and Fluoroware, Inc., dated January 7, 1999, which
         was made effective retroactively to November 1, 1998, and supplemented
         by the Assignment and Limited Amendment by and between the same
         parties and Entegris, Inc., dated as of September 24, 1999
 21.1    Subsidiaries of the Company
 23.1    Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 23.2    Consent of KPMG LLP
 23.3    Consent of Arthur Andersen LLP
 24.1    Powers of Attorney (Included on signature page)
 27.1    Financial Data Schedule
 27.2    Financial Data Schedule
 27.3    Financial Data Schedule
 27.4    Financial Data Schedule
--------
*  To be filed by amendment
**  Confidential information has been omitted from these exhibits and filed
    separately with the SEC accompanied by a confidential treatment request
    pursuant to Rule 406 under the Securities Act of 1933, as amended.