Yahoo is my choice of forum for this blog because it’s a most democratic venue and several of its viewers have had their lives diminished by Entegris. I hope the blog speaks well for their sentiments.

Entegris management recently announced that a secondary securities offering is likely. It isn’t enough they have already hammered shareholder value about 75%. Now they likely will dilute shareholders as well. Wells Fargo must have gotten edgy about the loan they have with Entegris because it is desperate for a company to make a secondary when their stock is quoted on the market near book value.

I don’t know management either personally or professionally, but after sixteen consecutive quarters of putting mud on the windshield and turning Entegris into gallows humor, here is what I imagine it to be with some historical reference.

Neville Chamberlain provides the forward-looking statements. “Chainsaw Al” Dunlap designed business strategy. Willy Loman pitched the new Entegris to the financial community. Somebody named “Edsel” does financial planning considering the catastrophic market misjudgment in the buyback, and more than a few directors must be disciples of Andre Maginot for their use of ideas that are centuries old.

A turn-a-round process is long overdue and this management needs to come to terms with shareholders and face personal consequences for their dismal record. There is nothing more American than sharing both risk and reward.

They should start by each signing the MBA equivalent of the Hippocratic oath. This is a pledge of professional behavior that many new MBAs are signing as they launch their careers. They pledge behavior espousing an effort toward a greater-good-for-a-greater-number and disavow greed and self-interest.

Then they should amend The Rights Plan of the company to eliminate what are now two very shameful provisions. Under The Rights Plan, management enriches itself if an outside party acquires a minority ownership in the company. And, if there is a merger and Entegris is not the surviving company, management further enriches itself. These enrichment covenants also cover fired former executives of the company in the past four years who are now “consultants”.

The original purpose of the plan was valid in that management should be allowed time to realize the full value of their efforts. However, in the case of Entegris, management has had four years. In this period, every meaningful measure of performance is down (shareholder value, book value, market share, revenues, profits and morale). Management does not deserve to be further compensated for their effort and it should not be more costly for outsiders to take control and give all stakeholders some relief and hope.

And last, they should amend the Amended Certificate of Incorporation so that candidates for filling vacancies on the Board of Directors are approved by the stockholders and not by the residing directors. The existing Amended Certificate of Incorporation is the gatekeeper for the directors’ club and likely makes true the Peter Principle and the Andre Maginot syndrome among them.

If they can’t do these things, then they should do the right thing and resign. Remember, even the Citi analyst recently called the company “uninspiring”. Uninspired means a failure to stimulate creative activity and confidence.

Readers should do themselves a favor and check insider transactions for this year. The two top officers of the company have bought stock on several occasions. Average up their costs and this will give you some indication as to what they perceive the company shares are worth using their own money and don’t stray too far from these figures when spending yours.

Good Luck!