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Filed by CFM Technologies, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: CFM Technologies, Inc.
Commission File No.: 000-27498
[CFM TECHNOLOGIES, INC. LETTERHEAD]
FOR: CFM Technologies, Inc.
150 Oaklands Boulevard
Exton, PA 19341
CONTACT: Jeff Randall
FOR IMMEDIATE RELEASE Chief Financial Officer
--------------------- 610-280-8509
Michele Katz/Randy Hecht
Elric Martinez
Morgen-Walke Associates
Press: Ann Marie Gaschler
212-850-5600
CFM Announces Fiscal Third Quarter Results
*NET SALES INCREASE 35%
EXTON, PA - August 22, 2000 - CFM Technologies, Inc. (Nasdaq:CFMT) today
reported financial results for the third fiscal quarter and nine months ended
July 31, 2000.
Net sales for the third quarter of fiscal 2000 increased 34.6% to $13.0 million,
up from $9.6 million in the same period in fiscal 1999 and 7.8% over fiscal
second quarter 2000 net sales of $12.0 million. The Company reported a net loss
for the third fiscal quarter of $3.6 million, or ($0.46) per diluted share,
compared to a net loss of $2.3 million, or $(0.29) per diluted share, in the
third quarter of fiscal 1999. The fiscal 1999 net loss was reduced by a tax
benefit of $0.15 per diluted share. No tax benefit was taken in fiscal 2000. The
net loss in the second quarter of fiscal 2000 was $16.5 million, or ($2.09) per
diluted share which net loss included a valuation allowance against deferred tax
assets in the amount of $12.6 million or ($1.60) per diluted share.
On June 28, the Company announced that CFM and Mattson Technology entered into a
merger agreement and that Mattson entered into an agreement to acquire part of
STEAG Electronic Systems AG's Semiconductor Equipment Division in a related
transaction.
"We're very excited about the strong, positive customer reaction to news of the
merger," said Roger Carolin, CFM's President and CEO, who is expected to serve
as President of Mattson's Wet Process Division following the merger. "Our
integration efforts to date have been very encouraging. The Steag and CFM teams
are working well together on developing a tightly coupled plan to be executed
immediately upon closing. Based on our discussions to date, we are confident
that we can quickly weld the two groups into a highly competitive business unit
that will deliver a full complement of advanced products, high customer
satisfaction, and significant operational cost savings. We are looking forward
to serving a combined customer base that will be significantly larger than
either company currently serves individually."
-MORE-
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CFM TECHNOLOGIES, INC. PAGE 2
Orders for the third quarter of fiscal 2000 totaled $14.0 million, increasing
64% over the previous quarter and 10% over the same period in fiscal 1999.
Backlog increased to $9.7 million. Orders from the US accounted for 80% of total
orders; Asia accounted for 18% of orders with the remainder coming from Europe.
During the third quarter, CFM received multiple orders for its OMNI(TM)
semiconductor wafer processing systems. Two tools were ordered by a major US
chip manufacturer that will use the tools to meet increased capacity needs and
complement already installed CFM systems in production. In a separate order, a
new customer located in Texas purchased four OMNI tools for installation in a
new fab.
Gross margin for the third quarter of fiscal 2000 was 36.1%, down slightly due
to product mix.
Research, development and engineering expenses were $2.5 million for the third
fiscal quarters of both 2000 and 1999, compared to $2.2 million in the preceding
quarter. Fiscal fourth quarter expenses should decline slightly.
Selling, general and administrative expenses for the third quarter of fiscal
2000 were $5.9 million, compared to $6.1 million in the second quarter of fiscal
2000 and $4.8 million in the third quarter of fiscal 1999. The Company
anticipates SG&A to remain approximately constant in the coming quarter.
As of July 31, 2000, the Company's cash, cash equivalents and short-term
investments totaled $13.8 million, and shareholders' equity was $44.7 million.
CFM TECHNOLOGIES, INC.("CFM") AND MATTSON TECHNOLOGY, INC. ("MATTSON") PLAN TO
FILE A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") IN CONNECTION WITH THE PLANNED
MERGER OF CFM AND MATTSON. BOTH MATTSON AND CFM EXPECT TO MAIL A PROXY
STATEMENT/PROSPECTUS TO THEIR RESPECTIVE STOCKHOLDERS CONTAINING INFORMATION
ABOUT THE TRANSACTION. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MATTSON, CFM, THE STEAG BUSINESS BEING COMBINED WITH MATTSON,
AND THE PROPOSED MERGER. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE
DOCUMENTS THROUGH THE WEB SITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV.
COPIES OF DOCUMENTS FILED WITH THE SEC BY MATTSON MAY BE OBTAINED FREE OF CHARGE
BY CONTACTING PETER BROWN OF MATTSON AT (800) MATTSON. COPIES OF DOCUMENTS FILED
WITH THE SEC BY CFM MAY BE OBTAINED FREE OF CHARGE FROM CFM THROUGH JEFF RANDALL
AT (215) 280-8509.
IN ADDITION, MATTSON AND CFM FILE ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY
STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY
REPORTS, STATEMENTS AND OTHER INFORMATION FILED BY MATTSON AND CFM AT THE SEC
PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, NW, WASHINGTON, D.C. 20549 OR AT THE
SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS.
PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON PUBLIC
REFERENCE ROOMS. MATTSON'S AND CFM'S FILINGS WITH THE SEC ARE ALSO AVAILABLE TO
THE PUBLIC FROM COMMERCIAL DOCUMENT RETREIVAL SERVICES AND AT THE WEB SITE
MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV. CFM, ITS DIRECTORS, AND CERTAIN
EXECUTIVE OFFICERS AND MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED TO BE
SOLICITING PROXIES FROM MATTSON'S AND CFM'S STOCKHOLDERS IN FAVOR OF THE
ADOPTION OF THE DEFINITIVE AGREEMENTS AND THE PROPOSED MERGER. INFORMATION
REGARDING THE IDENTITY
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OF THESE PERSONS AND THEIR INTEREST IN THE SOLICITATION IS SET FORTH IN A
SCHEDULE 14A FILED ON JULY 17, 2000 UNDER RULE 425 OF THE REGULATIONS
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AVAILABLE FREE OF
CHARGE AS SET FORTH ABOVE.
The discussion above regarding the Company's expectation of future sales, gross
margins, research, development and engineering expenses, product introductions,
product mix, backlog and order activity includes certain forward-looking
statements on these subjects. As such, actual results may vary materially from
such expectations. Factors which could cause actual results to differ from
expectations include variations in the level of orders, which can be affected by
general economic conditions including the current economic and financial
conditions in Asia, particularly in Korea; the timing of the recovery in the
semiconductor industry, difficulties or delays in product functionality or
performance, the timing of future product releases, failure to respond
adequately to either changes in technology or customer preferences, risks of
nonpayment of accounts receivable, changes in budgeted costs, failure to receive
regulatory or other approval of the announced merger or failure to realize a
successful outcome to pending patent litigation.
CFM Technologies, Inc. is leading manufacturer of advanced cleaning equipment
for the semiconductor industry. Its systems provide superior contamination
control and processing capabilities using a totally enclosed processing chamber.
Watermarks and other drying defects are eliminated through CFM's
Direct-DisplaceTM IPA vapor drying technology. CFM historically has invested in
technical innovations to lower cost of ownership.
(tables to follow)
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CFM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $ 12,953 $ 9,620 $ 37,678 $ 22,396
-------- -------- -------- --------
Cost of sales 8,273 6,064 23,923 15,169
-------- -------- -------- --------
Gross profit 4,680 3,556 13,755 7,227
-------- -------- -------- --------
Operating expenses:
Research, development and engineering 2,512 2,492 7,181 7,674
Selling, general and administrative 5,948 4,821 18,169 12,738
-------- -------- -------- --------
Total operating expenses 8,460 7,313 25,350 20,412
-------- -------- -------- --------
Operating loss (3,780) (3,757) (11,595) (13,185)
Interest expense (income), net (149) (283) (565) (1,106)
-------- -------- -------- --------
Loss before income taxes (3,631) (3,474) (11,030) (12,079)
Income tax provision (benefit) -- (1,181) 11,397 (4,107)
-------- -------- -------- --------
Net loss $ (3,631) $ (2,293) $(22,427) $ (7,972)
======== ======== ======== ========
Net loss per common share:
Basic $ (0.46) $ (0.29) $ (2.85) $ (1.01)
======== ======== ======== ========
Diluted $ (0.46) $ (0.29) $ (2.85) $ (1.01)
======== ======== ======== ========
Shares used in computing net loss per
common share:
Basic 7,874 7,852 7,865 7,859
======== ======== ======== ========
Diluted 7,874 7,852 7,865 7,859
======== ======== ======== ========
</TABLE>
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-Table to follow -
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CFM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
July 31, October 31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,149 $ 13,967
Short-term investments 3,665 10,249
Accounts receivable 14,940 14,826
Inventories 15,210 17,039
Prepaid expenses and other 681 796
Deferred income taxes -- 1,958
-------- --------
Total current assets 44,645 58,835
-------- --------
Net property, plant and equipment 13,367 13,537
Other assets 314 9,714
-------- --------
Total assets $ 58,326 $ 82,086
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 545 $ 589
Accounts payable 2,845 3,930
Accrued expenses 8,976 9,246
-------- --------
Total current liabilities 12,366 13,765
-------- --------
Long-term debt 1,252 1,628
-------- --------
Total liabilities 13,618 15,393
-------- --------
Shareholders' equity:
Common stock 81,804 81,495
Treasury stock, at cost (1,560) (1,858)
Deferred compensation (116) (23)
Retained deficit (35,420) (12,921)
-------- --------
Total shareholders' equity 44,708 66,693
-------- --------
$ 58,326 $ 82,086
======== ========
</TABLE>
