<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
MATTSON TECHNOLOGY, INC.
------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
57723100
--------------
(CUSIP Number)
Lorin J. Randall,
Chief Financial Officer,
CFM Technologies, Inc.
150 Oaklands Boulevard
Exton, Pennsylvania 19341
(856) 424-7122
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 27, 2000
-------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
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).
<PAGE> 2
CUSIP No. 5772310
--------------------------------------------------------------------------------
1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons
(entities only)
CFM Technologies, Inc. IRS No. 23-2786977
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
N/A
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds
00
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
N/A
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Commonwealth of Pennsylvania
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power N/A
Shares
Beneficially ---------------------------------------------------
Owned by 8) Shared Voting Power
Each Reporting 3,852,016(1)
Person With ---------------------------------------------------
9) Sole Dispositive Power N/A
---------------------------------------------------
10) Shared Dispositive Power N/A
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,016(1)
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 17.7%
--------------------------------------------------------------------------------
14) Type of Reporting Person CO
--------------------------------------------------------------------------------
(1) As an inducement to CFM Technologies, Inc. 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"), Brad Mattson, Chairman of the Board of Directors of Mattson
Technology, Inc. ("Mr. Mattson") entered into a Voting Agreement (the
"Voting Agreement") with CFM Technologies, Inc. pursuant to which Mr.
Mattson irrevocably appointed CFM and Roger Carolin (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 Mattson Common
Stock held by Mr. Mattson 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 316,500 shares issuable upon exercise of stock
options exercisable within 60 days of June 27, 2000 by Mr. Mattson.
CFM's voting rights under the Voting Agreement are limited solely to
certain matters related to the Merger, and CFM has no economic interest
in or affirmative dispositive power over the shares of Common Stock
covered thereby. CFM expressly disclaims beneficial ownership of the
shares of Common Stock covered by the Voting Agreement.
2
<PAGE> 3
SCHEDULE 13D
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission by CFM Technologies, Inc. that it is
the beneficial owner of any of the Common Stock referred to herein for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"),
or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Common Stock of
Mattson Technology, Inc., a Delaware corporation ("Mattson"). The principal
executive offices of Mattson are located at 3550 West Warren Avenue, Fremont,
California 94538.
Item 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is CFM
Technologies, Inc., a Pennsylvania corporation ("CFM"). CFM's principal business
is the manufacturing of advanced cleaning equipment for the semiconductor
industry. The address of the principal executive offices of CFM is 150 Oaklands
Boulevard, Exton, Pennsylvania 19341. Set forth on Schedule A is the name and
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each of CFM's directors and executive officers, as of the date
hereof.
Neither CFM, nor to CFM's best knowledge any person named on
Schedule A hereto, is required to disclose legal proceedings pursuant to Items
2(d) or 2(e).
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated as of June 27,
2000, (the "Merger Agreement"), among Mattson, M2C Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Mattson ("Merger Sub"), and
CFM, and subject to the conditions set forth therein (including approval by
stockholders of CFM), Merger Sub will merge with and into CFM and CFM will
become a wholly-owned subsidiary of Mattson (such events constituting the
"Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into CFM with CFM remaining as the surviving
corporation (the "Surviving Corporation"). As a result of the Merger, each
outstanding share of CFM Common Stock will be converted into the right to
receive 0.5223 shares (the "Exchange Ratio") of Mattson Common Stock, and each
outstanding option to purchase CFM Common Stock under CFM's stock option plans
(each, a "CFM Common Stock Option") will be assumed by Mattson (each, an
"Assumed Option") and will become an option to purchase the number of shares of
Mattson Common Stock that is equal (subject to rounding) to the number of shares
of CFM Common Stock that was subject to such option immediately prior to the
Merger, multiplied by the Exchange Ratio. The exercise price of each Assumed
Option will be equal to the quotient determined by dividing the exercise price
per
3
<PAGE> 4
share of CFM Common Stock at which such CFM Common Stock Option was exercisable
immediately prior to the effective time of the Merger by the Exchange Ratio,
rounded up to the nearest whole cent. The foregoing summary of the Merger is
qualified in its entirety by reference to the copy of the Merger Agreement
included as Exhibit 1 to this Schedule 13D and incorporated herein in its
entirety by reference.
Item 4. PURPOSE OF TRANSACTION.
(a)-(b) As described in Item 3 above, this statement relates to
the Merger of Merger Sub, a wholly-owned subsidiary of Mattson, with and into
CFM in a statutory merger pursuant to the Delaware General Corporation Law and
Pennsylvania Business Corporation Law. At the effective time of the Merger, the
separate existence of Merger Sub will cease to exist and CFM will continue as
the Surviving Corporation and as a wholly-owned subsidiary of Mattson. Holders
of outstanding CFM Common Stock will receive, in exchange for each share of CFM
Common Stock held by them, 0.5223 shares of Mattson Common Stock. Mattson will
assume the outstanding options issued under CFM stock option plans.
As an inducement to CFM to enter into the Merger Agreement, Brad
Mattson, Chairman of the Board of Directors of Mattson ("Mr. Mattson") entered
into a Voting Agreement (the "Voting Agreement") with CFM pursuant to which Mr.
Mattson irrevocably appointed CFM and Roger Carolin (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. Mattson 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. Mattson held a total of 3,852,016
shares of Common Stock, which number of shares includes an aggregate of 316,500
shares issuable upon exercise of stock options exercisable within 60 days of
June 27, 2000 by Mr. Mattson. The Voting Agreement expires or terminates upon
the earlier to occur of the Effective Time of the Merger and the termination of
the Merger Agreement. Inasmuch as CFM's voting rights under the Voting Agreement
are limited solely to certain matters related to the Merger, and CFM has no
economic interest in or affirmative dispositive power over the shares of Common
Stock covered thereby, CFM 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 2 to this Schedule 13D, for the full text of its terms. The Voting
Agreement is incorporated herein by reference in its entirety.
In exercising its right to vote the Shares as lawful attorney and
proxy of the Voting Agreement Stockholder, CFM will be limited, at every Mattson
stockholders meeting and every written consent in lieu of such a meeting, to
voting the shares in favor of approval of the Merger and the Merger Agreement
and against alternative acquisition proposals. The Voting Agreement Stockholder
may vote the Shares on all other matters. The Voting Agreement terminates upon
the earlier to occur of (i) the date of termination of the Merger Agreement and
(ii) such date and time as the Merger shall become effective in accordance with
the terms and provisions of the Merger Agreement.
(c) Not applicable.
(d) Not applicable.
4
<PAGE> 5
(e) Other than as a result of the Merger described in Item 3
above, not applicable.
(f) Not applicable.
(g) Not applicable.
(h)-(i) Not applicable.
(j) Other than as described above, CFM currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D (although CFM reserves the right to develop such
plans).
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Although CFM expressly disclaims beneficial ownership of
such shares, as a result of the Voting Agreement, CFM may be deemed to be the
beneficial owner of at least 3,852,016 shares of Mattson Common Stock(1). Such
Mattson Common Stock constitutes approximately 17.7% of the issued and
outstanding shares of Mattson Common Stock.
CFM has shared power to vote all of the Shares for the limited
purposes described above. CFM does not have the sole power to vote or to direct
the vote or to dispose or to direct the disposition of any shares of Mattson
Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the Voting Agreement, to the
best knowledge of CFM, 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 Mattson, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangement, 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
The following documents are filed as exhibits:
------------
(1) Includes 316,500 shares issuable upon exercise of stock options exercisable
within 60 days of June 27, 2000.
5
<PAGE> 6
1. Agreement and Plan of Merger, dated as of June 27, 2000,
by and among Mattson Technology, Inc., a Delaware
corporation, M2C Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Mattson
Technology, Inc., and CFM Technologies, Inc., a
Pennsylvania corporation.
2. Form of Voting Agreement, dated as of June 27, 2000, by
and among CFM Technologies, Inc., a Delaware corporation,
and Brad Mattson.
6
<PAGE> 7
SIGNATURES
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.
Dated: July 7, 2000
CFM TECHNOLOGIES, INC.
By: /s/ Lorin J. Randall
---------------------------------------------
Name: Lorin J. Randall
Title: Vice President - Finance, Chief Financial
Officer, Secretary and Treasurer
7
<PAGE> 8
SCHEDULE A
Directors and Executive Officers
Directors
Christopher F. McConnell
Chairman, CFM Technologies, Inc.
150 Oaklands Blvd.
Exton, PA 19341
Roger A. Carolin
President and Chief Executive Officer
CFM Technologies, Inc.
150 Oaklands Blvd.
Exton, PA 19341
James J. Kim
Chairman and Chief Executive Officer
Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, PA 19380
John F. Osborne
President
Competitive Customer Support
767 East Bench Road
Twin Bridges, MT 59101
Milton S. Stearns, Jr.
President
Charter Financial Company
290 King of Prussia Road
Radnor, PA 19087
Executive Officers
Rudra N. Kar
Senior Vice President - Operations
CFM Technologies, Inc. 150 Oaklands Blvd. Exton, PA 19341
Joseph E. Berger
Vice President - Worldwide Sales
CFM Technologies, Inc. 150 Oaklands Blvd. Exton, PA 19341
Steven T. Bay
Vice President - Marketing and Technology
CFM Technologies, Inc. 150 Oaklands Blvd. Exton, PA 19341
Lorin J. Randall
Vice President - Finance and Chief Financial Officer, Secretary and Treasurer
CFM Technologies, Inc. 150 Oaklands Blvd. Exton, PA 19341
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Index Description
------- -----------
<S> <C>
1. Agreement and Plan of Merger, dated as of June 27, 2000, by and among
Mattson Technology, Inc., a Delaware corporation, M2C Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of
Mattson Technology, Inc., and CFM Technologies, Inc., a Pennsylvania
corporation.
2. Voting Agreement, dated as of June 27, 2000, by and among CFM
Technologies, Inc., a Delaware corporation, and Brad Mattson.
</TABLE>
