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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)*
CFM Technologies, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
12525K10
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(CUSIP Number)
Brian McDonald
Chief Financial Officer
Mattson Technology, Inc.
2800 Bayview Drive
Fremont, CA 94538
(510) 657-5900
with a copy to:
Bradley J. Rock, Esq.
Gray Cary Ware & Freidenrich
400 Hamilton Avenue
Palo Alto, CA 94301
(650) 833-2111
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 27, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE SOLICITATION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
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CUSIP NO. 12525K10
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Mattson Technology, Inc. IRS Identification No. 77-0208119
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS (See Instructions)
WC, BK, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
Number of 1,554,730 (1)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 1,231,094 (2)
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,554,730 (1)
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,554,730 (1)(3)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
16.6 (3)
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(14) Type of Reporting Person (See Instructions)
CO
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(1) Of the shares of common stock, no par value ("Common Stock"), of CFM
Technologies, Inc. ("CFM") covered by this report, as of June 27, 2000,
approximately 1,554,730 are purchasable by Mattson Technology, Inc.
("Mattson Technology") upon exercise of an option (the "Option") granted
to Mattson Technology pursuant to the Stock Option Agreement dated as of
June 27, 2000 between CFM and Mattson Technology (the "Stock Option
Agreement") and described in Item 4 of this Schedule 13D. The number of
shares indicated initially represents 19.9% of the total outstanding
shares of Common Stock as of June 27, 2000, subject to adjustment as
provided in the Stock Option Agreement (the "Option Shares"). The Option
may only be exercised upon the occurrence of certain events, none of
which has occurred as of the date hereof. Prior to the exercise of the
Option, Mattson Technology is not entitled to any rights as a
2
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stockholder of CFM as to any Option Shares, and Mattson Technology
expressly disclaims beneficial ownership of the shares of Common Stock
which are purchasable by Mattson Technology upon exercise of the Option.
(2) As an inducement to Mattson Technology to enter into the Agreement and
Plan of Merger (the "Merger Agreement") dated as of June 27, 2000 by and
among CFM, Mattson Technology and M2C Acquisition Corporation ("Sub"),
Christopher F. McConnell, Chairman of the Board of Directors of CFM
("Mr. McConnell") entered into a Voting Agreement (the "Voting
Agreement") with Mattson Technology pursuant to which Mr. McConnell
irrevocably appointed Mattson Technology and Brad Mattson (the
"Proxyholders") as his lawful attorneys and proxies for certain matters
relating to the Merger (as defined in the Merger Agreement). Such proxy
gives the Proxyholders the limited right to vote all shares of Common
Stock held by Mr. McConnell in favor of approval and adoption of the
Merger Agreement, approval of the Merger, and approval of other actions
contemplated by the Merger Agreement. The number of shares indicated
includes an aggregate of 30,000 shares issuable upon exercise of stock
options exercisable within 60 days of June 27, 2000 by Mr. McConnell.
Mattson Technology's voting rights under the Voting Agreement are
limited solely to certain matters related to the Merger, and Mattson
Technology has no economic interest in or affirmative dispositive power
over the shares of Common Stock covered thereby. Mattson Technology
expressly disclaims beneficial ownership of the shares of Common Stock
covered by the Voting Agreement.
(3) The number of shares of Common Stock and the percentage reflects the
total number of shares of Common Stock that would be outstanding giving
effect to the issuance by CFM of 1,554,730 shares of Common Stock upon
exercise of the Option. The terms of the Voting Agreement provide for
its automatic termination in the event the Option is exercised, and
therefore the aggregate number of shares and percentage of Common Stock
reflect only the Option Shares.
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CUSIP NO. 12525K10
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to Common Stock, no par value, of CFM
Technologies, Inc. ("CFM"), a Commonwealth of Pennsylvania corporation. The
principal executive offices of CFM are located at 150 Oaklands Boulevard, Exton,
PA 19341.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Mattson Technology,
Inc., a Delaware corporation ("Mattson Technology").
(b) The address of the principal office of Mattson Technology is 2800
Bayview Drive, Fremont, CA 94538.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Mattson Technology's executive
officers and directors and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
(d) During the past five years, neither Mattson Technology, nor to
Mattson Technology's knowledge, any person named in Schedule I to this Schedule
13D, has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither Mattson Technology, nor to
Mattson Technology's knowledge, any person named in Schedule I to this Schedule
13D, was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activity subject to Federal or State securities laws or finding any
violation with respect to such laws.
(f) All of the directors and executive officers of Mattson Technology
named in Schedule I to this Schedule 13D are citizens of the United States,
except for Shigeru Nakayama and Yasuhiko Morita, who are citizens of Japan.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
It presently is anticipated that any purchases of Option Shares (as
defined in Note 1 above) by Mattson Technology would be made with funds
generated by a combination of available working capital and bank or other
borrowings. If the Merger (as described in Item 4) is consummated pursuant to
the Merger Agreement prior to the exercise of the Option (as defined in Note 1
above), the Option will not be exercised. No monetary consideration was paid by
Mattson Technology to CFM for the Option.
ITEM 4. PURPOSE OF TRANSACTION
This Schedule 13D relates to (i) the Option granted to Mattson
Technology by CFM to purchase shares of Common Stock from CFM pursuant to the
Stock Option Agreement (as defined in Note 1 above) and (ii) the Voting
Agreement between Mattson Technology and Christopher F. McConnell ("Mr.
McConnell"), each as further described below.
The Option was granted to Mattson Technology, and the Voting Agreement
was entered into, in connection with the execution of the Agreement and Plan of
Reorganization (the "Merger Agreement") dated as of June 27, 2000 by and among
CFM, Mattson Technology and M2C Acquisition Corporation ("Sub"). Consummation of
the merger pursuant to the Merger Agreement (the "Merger") is conditioned upon
the simultaneous consummation of the acquisition by Mattson Technology of
certain subsidiaries of STEAG Electronic Systems AG ("SES") pursuant to a
Strategic Business Combination Agreement between SES and Mattson Technology
dated June 27, 2000, and is also subject to the approval of the stockholders of
Mattson Technology and CFM, expiration or early termination of applicable
waiting periods, and the satisfaction or waiver of various other terms and
conditions. Upon consummation of the Merger, Sub will be merged with and into
CFM, CFM will survive the Merger and CFM will become a wholly-owned subsidiary
of Mattson Technology. At the effective time of the Merger (the "Effective
Time") each share of Common Stock then outstanding will be converted into the
right to receive 0.5223 shares ("Exchange Ratio") of Mattson Technology common
stock (and a proportionate cash payment in lieu of any fractional shares), and
all outstanding options or rights to acquire Common Stock will be assumed and
converted into options or rights to acquire shares of Mattson Technology common
stock, based on the Exchange Ratio. Following the Merger, one person designated
by the Board of Directors of CFM will be appointed to the Board of Directors of
Mattson Technology, and certain executive officers of CFM will become executive
officers and key management employees of Mattson Technology.
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CUSIP NO. 12525K10
STOCK OPTION AGREEMENT
Of the shares of Common Stock covered by this report, as of June 27,
2000, 1,554,730 are purchasable by Mattson Technology upon exercise of the
Option granted to Mattson Technology pursuant to the Stock Option Agreement. The
number of shares indicated represents 19.9% of the total outstanding shares of
Common Stock as of June 27, 2000, subject to adjustment as provided in the Stock
Option Agreement, (the "Option Shares"). The exercise price per share for a cash
exercise of the Option by Mattson Technology is equal to $11.33. If Mattson
Technology were to elect to pay the exercise price by delivery of shares of
Mattson Technology common stock, such shares would be newly issued after
approval of such issuance by Mattson Technology's Board of Directors. Reference
is hereby made to the Stock Option Agreement, which is incorporated by reference
as Exhibit 2 to this Schedule 13D, for the full text of its terms, including the
conditions upon which it may be exercised. The Stock Option Agreement is
incorporated herein by reference in its entirety.
Subject to certain limitations, the Option is exercisable, in whole or
in part, at any time or from time to time after the occurrence of a "Company
Triggering Event" (as defined in Exhibit A to the Merger Agreement) or an event
which causes the Termination Fee (as defined in the Merger Agreement) to be
payable (any such occurrence is a "Trigger Event").
As more fully described in Exhibit A to the Merger Agreement, which is
incorporated herein by this reference:
(a) a "Company Triggering Event" means: (i) the failure of the board of
directors of CFM to recommend that the CFM shareholders vote to approve the
Merger and related proposals (the "Recommendation"), or the withdrawal or
modification of the Recommendation by the CFM board of directors in a manner
adverse to Mattson Technology; (ii) the failure of CFM to include the
Recommendation in the proxy statement contemplated by the Merger Agreement,
along with a statement to the effect that the board of directors of CFM has
determined and believes that the Merger is in the best interests of CFM's
shareholders; (iii) the board of directors of CFM fails to reaffirm the
Recommendation without qualification, or fails to publicly state, without
qualification that the Merger is in the best interests of CFM's shareholders,
within five business days after Mattson Technology requests in writing that such
action be taken; (iv) the board of directors of CFM approves, endorses or
recommends or enters into an agreement regarding any Acquisition Proposal (as
defined in Exhibit A to the Merger Agreement); (v) a tender or exchange offer
relating to securities of CFM has been commenced and CFM has not sent to its
securityholders, within ten business days after the commencement of such tender
or exchange offer, a statement disclosing that the board of directors recommends
rejection of such tender or exchange offer; (vi) an Acquisition Proposal is
publicly announced, and CFM fails to issue a press release announcing its
opposition to such Acquisition Proposal within ten business days after such
Acquisition Proposal is announced; or (ix) CFM breaches any of its covenants set
forth in Section 6.10 of the Merger Agreement.
(b) an "Acquisition Proposal" means any offer, proposal, inquiry or
indication of interest (other than an offer, proposal, inquiry or indication of
interest by Mattson Technology) contemplating or otherwise relating to any
transaction or series of transactions involving:
(1) any merger, consolidation, reorganization, share exchange,
business combination, issuance of securities, recapitalization, acquisition of
securities, tender offer, exchange offer or other similar transaction (i) in
which the party or any of its Significant Subsidiaries (as defined in Rule 1-02
of Regulation S-X of the SEC) is a constituent corporation, (ii) in which a
Person or "group" (as defined in the Securities Exchange Act) of Persons
directly or indirectly acquires beneficial or record ownership of securities
representing more than 20% of the outstanding securities of any class of voting
securities of the party or any of its Significant Subsidiaries, or (iii) in
which the party or any of its Significant Subsidiaries issues securities
representing more than 20% of the outstanding securities of any class of voting
securities of the party or any of its Significant Subsidiaries;
(2) any sale, lease, exchange, transfer, exclusive license,
acquisition or disposition of any business or businesses or assets that
constitute or account for 20% or more of the consolidated net revenues, net
income or assets of the party or any of its Significant Subsidiaries; or
(3) any liquidation or dissolution of any of the party or any of its
Significant Subsidiaries.
As more fully described in Article 8 of the Merger Agreement, which is
incorporated herein by this reference, a "Termination Fee" is payable if (A) (I)
CFM or Mattson Technology terminates the Merger Agreement due to the failure of
CFM's shareholders to adopt the Merger Agreement, (II) at any time after the
date of the Merger Agreement and before such termination an Acquisition Proposal
with respect to CFM has been announced or otherwise publicly communicated (and
has not been withdrawn at the time of the vote by CFM's shareholders) and (III)
within twelve months of such termination CFM or any of its subsidiaries enters
into any definitive agreement with respect to, or consummates, any Acquisition
Proposal (for purposes of this clause (III), the term "Acquisition Proposal" has
the meaning assigned to such term in Exhibit A to the Merger Agreement, except
that references to "20%" therein shall be deemed to be references to "40%") or
(B) Mattson Technology terminates the Merger Agreement because of the occurrence
of a Company Triggering Event or because CFM fails to call the meeting of its
shareholders or fails to prepare and mail to its shareholders the joint proxy
statement contemplated by the Merger Agreement.
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CUSIP NO. 12525K10
With certain exceptions, the Option terminates upon the occurrence of
the earlier of the following: (i) the Effective Time, (ii) the termination of
the Merger Agreement other than under circumstances which also constitute a
Trigger Event, or (iii) twelve (12) months following the receipt by Mattson
Technology of written notice from CFM of the occurrence of a Trigger Event;
provided, however, that if the Option cannot be exercised by reason of any
applicable judgment, decree, order, law or regulation, the Option will remain
exercisable and will not terminate until the earlier of (A) the date on which
such impediment becomes final and not subject to appeal, and (B) the tenth
business day after such impediment shall have been removed. The Option may not
be exercised if Mattson Technology is in material breach of representations,
warranties, covenants or agreements in the Stock Option Agreement or the Merger
Agreement.
At any time when the Option is exercisable, Mattson Technology has the
right to "put" all or part of the Option and any or all of the Option Shares
purchased under the Option back to CFM. For 24 months following the first
exercise of the Option by Mattson Technology, CFM would have certain "first
refusal" rights with respect to Option Shares acquired by Mattson Technology
which Mattson Technology proposes to transfer to a third party.
The aggregate net proceeds receivable by Mattson Technology from CFM for
repurchases of Option Shares by CFM and for amounts receivable by Mattson
Technology under the termination fee provisions of the Merger Agreement are
capped at a total of $8 million (plus the exercise price paid by Mattson
Technology for such repurchased Option Shares). This cap does not apply to, and
there is no limit on, amounts receivable by Mattson Technology from persons
other than CFM, including without limitation amounts receivable pursuant to a
tender offer or other sale of Common Stock to a third party.
The Stock Option Agreement gives Mattson Technology certain rights to
have the Option Shares registered under the Securities Act for sale in a public
offering. The registration rights take effect after the termination of the
Merger Agreement and are subject to conditions and limitations.
VOTING AGREEMENT
As an inducement to Mattson Technology to enter into the Merger
Agreement, Christopher F. McConnell, Chairman of the Board of Directors of CFM
("Mr. McConnell") entered into a Voting Agreement (the "Voting Agreement") with
Mattson Technology pursuant to which Mr. McConnell irrevocably appointed Mattson
Technology and Brad Mattson (the "Proxyholders") as his lawful attorneys and
proxies for certain matters relating to the Merger. Such proxy gives the
Proxyholders the limited right to vote all shares of Common Stock held by Mr.
McConnell in favor of approval and adoption of the Merger Agreement, approval of
the Merger, and approval of other actions contemplated by the Merger Agreement.
As of June 27, 2000, Mr. McConnell held a total of 1,231,094 shares of Common
Stock, which number of shares includes an aggregate of 30,000 shares issuable
upon exercise of stock options exercisable within 60 days of June 27, 2000 by
Mr. McConnell. The Voting Agreement expires or terminates upon the earlier to
occur of the exercise of the Option, the Effective Time of the Merger and the
termination of the Merger Agreement. Inasmuch as Mattson Technology's voting
rights under the Voting Agreement are limited solely to certain matters related
to the Merger, and Mattson Technology has no economic interest in or affirmative
dispositive power over the shares of Common Stock covered thereby, Mattson
Technology expressly disclaims beneficial ownership of the shares of Common
Stock that are subject to the Voting Agreement. Reference is hereby made to the
Voting Agreement, which is incorporated by reference as Exhibit 3 to this
Schedule 13D, for the full text of its terms. The Voting Agreement is
incorporated herein by reference in its entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the Option and the Voting Agreement, Mattson Technology
may be deemed to "beneficially own" (as such term is defined in Reg. Section
240.13d-3) up to 1,554,730 shares of the Common Stock, which would represent
approximately 16.6% of the shares of Common Stock outstanding after the exercise
in full of the Option (based on the number of shares of Common Stock outstanding
on June 27, 2000, increased to reflect the shares of Common Stock issuable upon
exercise of the Option). The Voting Agreement automatically terminates upon
exercise of the Option. Upon exercise of the Option in accordance with its
terms, Mattson Technology would have sole voting power and dispositive power
over shares acquired upon such exercise.
1,554,730 of the shares of Common Stock described herein are subject to
the Option, which is not currently exercisable. 1,231,094 of the shares of
Common Stock described herein (including 30,000 shares of Common Stock issuable
within 60 days of June 27, 2000 upon exercise of stock options) are subject to
the Voting Agreement, which grants Mattson Technology only limited voting rights
and no dispositive power over such shares. Nothing herein shall be deemed to be
an admission by Mattson Technology as to the beneficial ownership of any shares
of Common Stock, and Mattson Technology disclaims beneficial ownership of all
shares of Common Stock of CFM issuable upon exercise of the Option and subject
to the Voting Agreement.
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CUSIP NO. 12525K10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Brad Mattson, a director and officer of Mattson Technology, holds
options to purchase 21,163 shares of Common Stock of CFM. Mr. Mattson received
the options for his service as a member of CFM's board of directors. Mr. Mattson
resigned as a member of the CFM board of directors in April 2000. Other than the
options held by Mr. Mattson, and other than as described in Item 4 above, to
Mattson Technology's knowledge there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
CFM, including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.* Agreement and Plan of Merger dated as of June 27, 2000 by and
among Mattson Technology, Inc., M2C Acquisition Corporation and
CFM Technologies, Inc.
2.* Stock Option Agreement made and entered into as of June 27, 2000
by and between Mattson Technology, Inc. and CFM Technologies,
Inc.
3.* Voting Agreement, dated as of June 27, 2000 by and between
Mattson Technology, Inc. and Christopher F. McConnell.
</TABLE>
* Incorporated by reference to Rule 425 Statement filed by Mattson Technology on
July 6, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 7, 2000
------------------------------------------
Date
/s/ Brian McDonald
------------------------------------------
Signature
Brian McDonald, Chief Financial Officer
------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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Schedule I
Executive Officers and Employee Directors of Mattson Technology, Inc.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
Brad Mattson Chairman of the Board and Chief Executive Officer, Mattson Technology, Inc.
David Dutton Executive Vice President and Chief Operating Officer, Mattson Technology, Inc.
Brian McDonald Vice President, Finance and Chief Financial Officer
Yasuhiko Morita Vice President, Global Sales, Mattson Technology, Inc.
</TABLE>
Non-Employee Directors of Mattson Technology, Inc.
<TABLE>
<CAPTION>
Name and Address of Corporation or Other
Name Principal Occupation or Employment Organization in Which Employed
---- ---------------------------------- ----------------------------------------
<S> <C> <C>
John C. Savage Partner Alliant Partners
435 Tasso Street
Third Floor
Palo Alto, CA 94301
Kenneth G. Smith Retired P.O. Box 142
Stanley, ID 83278
Shigeru Nakayama Consultant 708-127 Ozenji Asao-ku
Kawasaki-shi, Kanagawa-ken
Japan, 215-0013
Kenneth Kannappan President and Chief Executive Officer Plantronics, Inc.
345 Encinal Street
Santa Cruz, CA 95060
</TABLE>
9
