<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER: 0-26482
----------------
PLASMA & MATERIALS TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-4054321
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
9255 DEERING AVENUE, CHATSWORTH, CALIFORNIA 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 886-8000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS: COMMON STOCK, NO PAR VALUE
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant on March 15, 1996, based on the closing price of the Common Stock
as reported by the Nasdaq National Market on such date, was approximately
$59,477,197. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded from this computation in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
As of March 15, 1996, the Registrant had outstanding 8,648,609 shares of
Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE
NONE
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<PAGE>
This amendment is filed in order to include the information required under
Items 10, 11, 12, and 13 of Form 10-K inasmuch as a definitive proxy statement
for the Registrant's 1996 Annual Meeting of Shareholders will not have been
filed with the Securities and Exchange Commission within 120 days following
the end of the Registrant's fiscal year.
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, as set forth
in the pages attached hereto:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the Company's
directors and executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Dr. Gregor A. Campbell 36 Director, President and Chief Executive Officer
John A. Rollwagen (1) 55 Director and Chairman of the Board
James F. Marshall 46 Executive Vice President and Chief Operating Officer
Harvey J. Frye 43 Vice President, Sales & Marketing
John W. LaValle 39 Vice President, Chief Financial Officer and Secretary
Steve Rhoades 35 Vice President, Engineering
Dr. David J. Hemker 33 Vice President, Technology
Robert J. Snyder 54 Vice President, Operations
Craig S. Montesanti 36 Director of Finance and Administration
Brian D. Jacobs (1) 34 Director
G. Bradford Jones (2) 41 Director
Charles Thompson (2) 66 Director
Hiroyuki Mizuno, Ph.D. 67 Director
</TABLE>
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(1) Member of Audit Committee
(2) Member of Compensation Committee
Dr. Campbell is a founder of PMT, and has been a director since PMT was
formed in 1985. Dr. Campbell has been the President and Chief Executive
Officer of PMT since 1988. Dr. Campbell also served as the Company's Secretary
from August to December 1994.
Mr. Rollwagen joined PMT's board of directors as Chairman in December 1993.
From August 1975 to January 1993, Mr. Rollwagen served in various executive
positions at Cray Research, Inc. Mr. Rollwagen became President of Cray
Research in 1977 and Chairman and Chief Executive Officer in 1981. Mr.
Rollwagen also currently serves as a senior advisor to St. Paul Venture
Capital, Inc. ("St. Paul Venture Capital") and as a director of Computer
Network Technology, Inc.
Mr. Marshall joined PMT in February 1992 as Senior Vice President,
Operations, and became Executive Vice President and Chief Operating Officer in
June 1993. From January 1991 to February 1992, Mr. Marshall served as the
Chief Operating Officer of the Thermco Systems Division of Silicon Valley
Group Inc.
Mr. Frye joined PMT in June 1994 as Vice President, Sales, and became Vice
President, Sales & Marketing in May 1995. Prior to joining PMT, Mr. Frye
served as Vice President of Fab Product Sales for KLA Instruments Corp. from
March 1993 to June 1994, and was Vice President, Sales for KLA Instruments
Corp.'s Wafer Inspection Division from June 1986 to March 1993.
Mr. LaValle joined PMT in November 1994 as Vice President and Chief
Financial Officer, and became Secretary in December 1994. Before joining PMT,
Mr. LaValle served from September 1989 to November 1994 as Vice President,
Chief Financial Officer and Secretary of Superconductor Technologies, Inc.
2
<PAGE>
Mr. Rhoades joined PMT in October 1993, and became Vice President,
Engineering in May 1995. From March 1990 to October 1993, Mr. Rhoades was
employed by Applied Materials, where he managed metal etch process
development.
Dr. Hemker joined PMT in August 1993, and became Vice President, Technology
in May 1995. From April 1989 to August 1993, Dr. Hemker was a member of the
technical staff at Applied Materials.
Mr. Snyder joined PMT in March 1996 as Vice President of Operations. Before
joining PMT, Mr. Snyder served from September 1992 to December 1995 as Vice
President and General Manager of two divisions of Joslyn Corporation, Air Dry
Corporation and ADK Pressure Equipment Corporation, and was President of
Ultranautics from December 1990 to September 1992.
Mr. Montesanti joined PMT in February 1991 as Director of Finance and
Administration. Before joining PMT, Mr. Montesanti served from February 1983
to February 1991 as Assistant Controller of Ioptex Research Inc.
Mr. Jacobs has served as a director of the Company since March 1993. Mr.
Jacobs is currently an executive vice president of St. Paul Venture Capital,
which he joined in June 1992. From June 1989 to June 1992, Mr. Jacobs was a
senior associate with the Security Pacific Venture Capital Group. Mr. Jacobs
also serves as a director of Cardiometrics, Inc. and several private
corporations.
Mr. Jones has served as a director of the Company since August 1990. Mr.
Jones is currently a general partner in the firm of Brentwood Associates,
which he joined in 1981. Mr. Jones also serves as a director of Interpore
International, ISOCOR and Onyx Acceptance Corporation. Mr. Jones is also a
director of several privately-held companies.
Mr. Thompson was elected as a director of the Company in April 1996. Mr.
Thompson retired January 1, 1996 as Senior Vice President and Director of
Worldwide Marketing at Motorola Semiconductor, which he joined in 1969.
Dr. Mizuno was elected as a director of the Company in April 1996. Dr.
Mizuno is currently the Distinguished Technology Advisor at Matsushita
Electric Industrial Co., Ltd. ("Matsushita") in Osaka, Japan. Dr. Mizuno
joined the Matsushita group of companies in 1952 and has served Matsushita and
its related companies in a number of senior management positions. Until June
of 1994, Dr. Mizuno served as Executive Vice President and as a Senior Member
of the Board of Directors of Matsushita. Dr. Mizuno also served as Director of
the New Media Development Association in Japan from April 1991 to March 1993
and as Chairman of the Institute of Television Engineers of Japan from June
1982 to May 1993.
All directors hold office until the next annual meeting of shareholders or
until their successors have been qualified and duly elected. Officers are
appointed by the Board of Directors and serve at the discretion of the Board.
There are no family relationships among the directors and executive officers
of the Company.
Mr. Jacobs was elected as a director of the Company in accordance with an
agreement, among certain holders of the Company's Common Stock, to vote their
shares for the election of one person nominated by each of Norwest Equity
Partners V (Mr. Hall, resigned), St. Paul Fire and Marine Insurance Company
(Mr. Jacobs) and Innocal L.P. (Mr. Robelen, resigned). This voting agreement
terminated in June 1995.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)"), requires the Company's directors and certain of its officers, and
persons who own more than 10% of a registered class of the Company's equity
securities (collectively, "Insiders"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the
"Commission"). Insiders are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
3
<PAGE>
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5s were
required for those persons, the Company believes that its Insiders complied
with all applicable Section 16 filing requirements for 1995, with the
exception of (i) G. Bradford Jones and Brian D. Jacobs, who each filed a Form
5 in February 1996 to reflect each person's receipt of a stock option grant in
June 1995 prior to the date upon which the Company's Registration Statement on
Form S-1 became effective (ii) and St. Paul Fire and Marine Insurance Company
("St. Paul"), which filed a Form 5 in February 1996 to reflect its indirect
acquisition of the same stock option grant attributed to Mr. Jacobs described
above as a result of an agreement between Mr. Jacobs and St. Paul whereby
ownership of the Common Stock underlying such stock option grant will be
transferred to St. Paul upon exercise of such option by Mr. Jacobs.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth all compensation received for services
rendered to the Company in all capacities, for the year ended December 31,
1995 and the ten months ended December 31, 1994, by (i) the Company's Chief
Executive Officer and (ii) each of the other four most highly compensated
executive officers of the Company who were serving as executive officers at
December 31, 1995 and whose total compensation exceeded $100,000
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
COMPENSATION AWARDS
------------------ ----------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION YEAR(1) SALARY($) BONUS($) STOCK OPTIONS(#) COMPENSATION($)
------------------ ------- --------- -------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Dr. Gregor A. Campbell 1995 $160,000 $36,708 96,666(6) $ 779(2)
President and Chief 1994 135,383 25,000 -- 185(2)
Executive Officer
John A. Rollwagon(3) 1995 100,000 -- 73,333 --
Director and Chairman 1994 44,000 -- -- --
of the Board
James F. Marshall 1995 140,001 339 30,000(6) 174(2)
Executive Vice 1994 118,462 25,000 -- 119(2)
President and
Chief Operating Officer
John W. LaValle 1995 120,000 173 20,000(6) 66(2)
Vice President, Chief 1994 11,538 -- 36,667 --
Financial Officer
and Secretary
Harvey J. Frye 1995 140,000 256 30,000(6) 35,802(4)
Vice President, Sales & 1994 82,385 10,000 45,000 10,760(5)
Marketing
</TABLE>
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(1) During 1994, the Company changed its fiscal year end from the last day of
February to December 31. Consequently, compensation information presented
in this table for 1994 is for a ten-month period only.
(2) This amount represents premiums paid by the Company for life insurance of
which the officer is the beneficiary.
(3) In June 1995, Mr. Rollwagen agreed to increase his duties as Chairman of
the Board to a half-time basis, and in exchange therefor, the Company
agreed to pay him an annual salary of $144,000 as well as to pay for
certain expenses. See "Director Compensation" below.
(4) Of this amount, (i) $30,000 represents reimbursement for relocation
expenses, (ii) $102 represents premiums paid by the Company for life
insurance of which the officer is the beneficiary and (iii) $5,700
represents a car allowance.
(5) Of this amount, (i) $7,170 represents reimbursement of relocation
expenses, (ii) $82 represents premiums paid by the Company for life
insurance of which the officer is the beneficiary and (iii) $3,508
represents a car allowance.
(6) Does not include stock options of 18,000, 12,000, 7,000 and 7,000 to
purchase shares of Common Stock at $8.875 per share that were granted to
Dr. Campbell and Messrs. Marshall, LaValle and Frye, respectively, in
January 1996.
4
<PAGE>
The Company currently has no employment contracts with any of the Named
Executive Officers. However, upon the dissolution or liquidation of the
Company or upon any reorganization, merger or consolidation in which the
Company does not survive, the Company's 1991 Stock Option Plan, as briefly
described below, and each outstanding option granted thereunder shall
terminate provided that each optionee to whom no substitute option has been
tendered in any such transaction by the surviving corporation shall have the
right to exercise in whole or in part any unexpired option or options issued
to him or her, without regard to the vesting provisions thereof.
1991 STOCK OPTION PLAN
The Company's Nonqualified 1991 Stock Option Plan (the "Option Plan")
provides for the granting of either incentive stock options or non-statutory
stock options to specified employees, directors, consultants and advisers of
the Company. The Option Plan is administered by the Compensation Committee of
the Board of Directors.
The exercise price of the stock options granted under the Option Plan must
be equal to at least the fair market value of the stock subject to the option
on the date of the grant (or 110% with respect to holders of more than 10% of
the voting power of the Company's outstanding Common Stock). Options granted
under the Option Plan are non-transferable and generally expire thirty days
after the termination of an optionee's service to the Company.
Subsequent to December 31, 1995, the Board of Directors voted to amend the
Option Plan in the following manner: (i) to increase the number of shares
subject to options granted under the Option Plan from 900,000 to 1,300,000,
(ii) to ensure compliance by the Option Plan with Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended, and in conjunction therewith,
to provide the granting of "formula grants" to outside directors and (iii) to
conform to the requirements of Section 162(m) of the Internal Revenue Code, as
amended. Such proposed amendments are subject to shareholder approval and
shall be submitted to such a vote at the Company's 1996 Annual Meeting of
Shareholders.
DIRECTOR COMPENSATION
The Company's directors do not currently receive any cash compensation for
service on the Board of Directors or any committee thereof, but outside
directors may be reimbursed for certain expenses in connection with attendance
at Board and committee meetings.
In addition, in June 1995 the Compensation Committee approved the grant to
each of Messrs. Jacobs and Jones of an option to purchase 8,333 shares of the
Company's Common Stock at an exercise price of $6.30 per share, which option
vests in equal annual increments over a five-year period following their date
of grant, subject to such individual's continued service as a director of the
Company.
In June 1995, Mr. Rollwagen agreed to increase his duties as the Chairman of
the Board of the Company to a half-time basis. In consideration therefor, the
Company agreed to pay Mr. Rollwagen an annual salary of $144,000, with an
additional bonus payable in the future at the Board's discretion, to pay Mr.
Rollwagen's one-time expenses of $15,000, and to pay Mr. Rollwagen's yearly
expenses in an amount up to $111,600 per year. In addition, in June 1995 the
Compensation Committee approved the grant to Mr. Rollwagen of an option to
purchase 73,333 shares of Common Stock of the company at a exercise price of
$6.30 per share. Mr. Rollwagen's option vests in equal annual increments over
a five-year period following the grant date, except that the Board of
Directors had the discretion to accelerate the vesting of 6,667 of such
options based upon the future performance of the Company. In January 1996, the
Board of Directors voted to accelerate the vesting of such 6,667 options in
accordance with the terms of the grant.
5
<PAGE>
STOCK OPTION GRANTS
The following table sets forth each grant of stock options made during the
year ended December 31, 1995 to each of the Named Executive Officers. No stock
appreciation rights ("SARs") were granted during such period to such persons.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
---------------------------------------------- -----------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) PERIOD(%) ($/SH)(1) DATE 5% 10%
---- ---------- ------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Dr. Gregor A. Campbell.. 96,666(3) 24.6% $6.30 06/02/2005 $383,667 $968,303
John A. Rollwagen....... 73,333(3) 18.7 6.30 06/02/2005 291,059 734,577
James F. Marshall....... 20,000(3) 5.1 6.30 06/02/2005 79,380 200,340
10,000(4) 2.5 1.65 05/11/2005 10,395 26,235
John W. LaValle......... 20,000(3) 5.1 6.30 06/02/2005 79,380 200,340
Harvey J. Frye.......... 20,000(3) 5.1 6.30 06/02/2005 79,380 200,340
10,000(4) 2.5 1.65 05/11/2005 10,395 26,235
</TABLE>
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(1) Represents the fair market value of the underlying shares of Common Stock
at the time of grant.
(2) Represents the value of the shares of Common Stock issuable upon the
exercise of the option, assuming the stated rates of price appreciation
for ten years, compounded annually, with the aggregate exercise price
deducted from the final appreciated value. Such annual rates of
appreciation are for illustrative purposes only, are based on requirements
of the Commission and do not reflect the Company's estimate of future
stock appreciation. No assurance can be given that such rates of
appreciation will be achieved.
(3) Represents stock options which vest in equal annual increments of 20% over
a five-year period following their date of grant, June 2, 1995, except
that the Board of Directors may, at its discretion, accelerate the vesting
of 33 1/3% of such options based upon the future performance of the
Company. In January 1996, the Board of Directors accelerated the vesting
of such 33 1/3% of the options in accordance with the terms of the grant.
(4) Represents stock options which vest in equal annual increments of 20%
following their date of grant, May 11, 1995.
AGGREGATED STOCK OPTION EXERCISES IN FISCAL YEAR 1995 AND FISCAL YEAR-END
OPTION VALUES
The following table sets forth the number and value of shares acquired upon
exercise of stock options during the Company's fiscal year ended December 31,
1995 and of the exercisable and unexercisable options held by each of the
Named Executive Officers at December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- ------------------------
<S> <C> <C> <C> <C>
Dr. Gregor A. Campbell.. -- -- 0/96,666 $0/$477,497
John A. Rollwagen....... -- -- 9,333/87,333 95,197/505,798
James F. Marshall....... -- -- 28,666/68,000 292,393/582,600
John W. LaValle......... 7,333 $74,797 0/49,334 0/398,207
Harvey J. Frye.......... -- -- 9,000/66,000 91,800/562,200
</TABLE>
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(1) These values are calculated using the December 29, 1995 closing price of
Common Stock on The Nasdaq National Market of $11.25 per share, less the
exercise price of the options, multiplied by the number of shares to which
the option relates.
6
<PAGE>
In addition, in January 1996 the Board of Directors of the Company granted
options to purchase an aggregate of 153,850 shares of Common Stock, at a
purchase price of $8.875 per share, to a total of 75 employees of the Company,
including the President and Chief Executive Officer and other Named Executive
Officers. See Footnote 6 to the "Summary Compensation Table" above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") consisted of Messrs. Rollwagen, Jones and Robelen
during the fiscal year ended December 31, 1995. Mr. Robelen resigned as a
director of the Company and a member of the Compensation Committee effective
April 24, 1996. Mr. Rollwagen resigned from the Compensation Committee
effective April 24, 1996. Simultaneously with such resignations from the
Compensation Committee, the Board of Directors voted to reduce the number of
members of the Compensation Committee from three to two. On April 24, 1996,
Mr. Thompson filled the remaining vacancy on the Compensation Committee.
Other than Mr. Rollwagen, the Company's Chairman of the Board, none of these
individuals was at any time during the fiscal year ended December 31, 1995 or
at any other time an officer or employee of the Company. No executive officer
of the Company serves as a member of the Board of Directors or Compensation
Committee of any other entity which has one or more executive officers serving
as a member of the Company's Board of Directors or Compensation Committee. See
"Director Compensation" above regarding the payment of a salary and granting
of a stock option to Mr. Rollwagen during the 1995 fiscal year.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 15, 1996 by (i) each
person (or group or affiliated persons) who is known by the Company to own
beneficially more than 5% of the Company's Common Stock, (ii) each of the
Company's directors, (iii) the Company's Chief Executive Officer and each of
the other Named Executive Officers and (iv) the Company's directors and
executive officers as a group. Except as indicated in the footnotes to this
table, the persons named in the table, based on information provided by such
persons, have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to community
property laws, where applicable.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS(1)
------------------------------------ ------------ ----------
<S> <C> <C>
St. Paul Venture Capital, Inc.(2)................... 1,047,399 12.0%
500 Normandale Lake Boulevard, Suite 1940
Bloomington, MN 55437
Brentwood Associates(3)............................. 855,102 9.8
11150 Santa Monica Boulevard, Suite 1200
Los Angeles, CA 90025
SBIC Partners, L.P.(4).............................. 638,604 7.4
201 Main Street, Suite 2302
Fort Worth, Texas 76102
Norwest Venture Capital Management, Inc.(5)......... 603,898 7.0
3000 Sand Hill Road, Building 3, Suite 5
Menlo Park, CA 94025
Innocal L.P.(6)..................................... 534,484 6.2
600 Anton Boulevard, Suite 1270
Costa Mesa, CA 92626
Gregor A. Campbell(7)............................... 434,277 5.0
John A. Rollwagen(8)................................ 100,284 1.2
James F. Marshall(9)................................ 51,332 *
Harvey J. Frye(10).................................. 20,334 *
John W. LaValle(11)................................. 16,667 *
Brian D. Jacobs(2).................................. 1,047,399 12.0
G. Bradford Jones(12)............................... 856,768 9.8
All current directors and executive officers as a
group (13 persons)(13)............................. 2,562,826 28.7%
</TABLE>
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* Less than 1%.
(1) Percent ownership is based on the number of shares of Common Stock
outstanding as of April 15, 1996, which number was 8,669,984 shares, plus
any shares issuable pursuant to options or warrants held by the person or
class in question which may be exercised within 60 days after April 15,
1996.
(2) Represents 1,001,289 shares held by St. Paul Fire and Marine Insurance
Company ("St. Paul"), and also includes 44,444 shares issuable under
warrants held by St. Paul that are exercisable within sixty days of April
15, 1996. Also includes 1,666 shares issuable under stock options, held
by Mr. Jacobs, exercisable within 60 days of April 15, 1996. Pursuant to
an agreement between Mr. Jacobs and St. Paul, ownership of the shares
underlying such stock option will be transferred to St. Paul upon
exercise of such stock options by Mr. Jacobs. Mr. Jacobs, a director of
the Company, is an executive vice president of St. Paul Venture Capital,
which is itself a wholly-owned subsidiary of St. Paul. Mr. Jacobs
disclaims beneficial ownership of the shares held by St. Paul, except to
the extent of his pecuniary interest therein.
8
<PAGE>
(3) Represents 819,547 shares held by Brentwood V, and also includes 35,555
shares issuable under warrants held by Brentwood V that are exercisable
within sixty days of April 15, 1996. Mr. Jones, a director of the
Company, David W. Chonette, Roger S. Davisson and John L. Walecka are
each general partners of Brentwood V Ventures, L.P., the general partner
of Brentwood V. Each of Messrs. Jones, Chonette, Davisson and Walecka
disclaims beneficial ownership of the shares held by Brentwood V, except
to the extent of his pecuniary interest therein.
(4) Gregory J. Forrest, Nicholas B. Binkley and Jeffrey J. Brown are each
executive officers and directors of Forrest Binkley & Brown Venture Co.,
which is the sole general partner of Forrest Binkley & Brown L.P., the
managing general partner of SBIC Partners, L.P. Each of Messrs. Forrest,
Binkley and Brown disclaims beneficial ownership of the shares held by
SBIC Partners, L.P., except to the extent of his pecuniary interest
therein.
(5) Represents 552,381 shares held by Norwest Equity Partners IV ("Norwest
IV") and 51,517 shares held by Norwest Equity Partners V ("Norwest V").
Kevin G. Hall, Daniel J. Haggerty, John E. Lindahl, George J. Still, Jr.,
Promod Haque, Ernest C. Parizeau, Stephen R. Sefton, John L. Thomson and
John P. Whaley are each general partners of both Itasca Partners, the
general partner of Norwest IV ("Itasca"), and of Itasca Partners II, the
general partner of Norwest V ("Itasca II"). Each of Robert F. Zicarelli
and Leonard J. Brandt is also a general partner of Itasca. Each of the
general partners of Itasca and of Itasca II disclaims beneficial
ownership of the shares held by Norwest IV and Norwest V, except to the
extent of his pecuniary interest therein.
(6) Represents 534,484 shares held by Innocal L.P. ("Innocal"). Russell J.
Robelen, Gerald A. Lodge, Raun J. Rasmussen, H.D. Lambert and James E.
Houlihan are each general partners of Innocal Associates, L.P., the
general partner of Innocal. Each of Messrs. Robelen, Lodge, Rasmussen,
Lambert and Houlihan disclaims beneficial ownership of the shares held by
Innocal, except to the extent of his pecuniary interest therein.
(7) Includes 45,111 shares issuable under stock options exercisable within 60
days of April 15, 1996.
(8) Includes 29,332 shares issuable under stock options exercisable within 60
days of April 15, 1996
(9) Represents 51,332 shares issuable under stock options exercisable within
60 days of April 15, 1996.
(10) Represents 20,334 shares issuable under stock options exercisable within
60 days of April 15, 1996.
(11) Includes 2,667 shares issuable under stock options exercisable within 60
days of April 15, 1996.
(12) Includes 855,102 shares beneficially owned by Brentwood V. See Note (3)
above for information concerning Mr. Jones' beneficial interest therein.
Also includes 1,666 shares issuable under stock options exercisable
within 60 days of April 15, 1996.
(13) Includes an aggregate of 259,605 shares held by all current directors and
executive officers that are subject to options and warrants that are
exercisable within 60 days of April 15, 1996.
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 24, 1995, the Company sold shares of Series F Preferred Stock
convertible into an aggregate of 541,444 shares of Common Stock at an as-
converted purchase price of $6.30 per share in private financings. Certain of
these shares were sold to the following director of the Company, entities
associated with directors of the Company and other holders of record of more
than five percent of the outstanding Common Stock of the Company.
<TABLE>
<CAPTION>
SHARES OF
NAME COMMON STOCK(1)
---- ---------------
<S> <C>
John A. Rollwagen......................................... 7,936
Entities Associated with Directors
Brentwood Associates V, L.P. ............................ 69,913
St. Paul Fire and Marine Insurance Company............... 85,417
Other 5% Shareholders
SBIC Partners, L.P. ..................................... 54,477
Innocal, L.P. ........................................... 45,595
Norwest Equity Partners V................................ 51,517
</TABLE>
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(1) Represents shares of Common Stock issuable upon conversion of the Series F
Preferred Stock.
The Company believes the foregoing transactions were in its best interests
of the Company and were on terms no less favorable to the Company than could
be obtained from unaffiliated third parties.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 1996 PLASMA & MATERIALS TECHNOLOGIES, INC.
By:/s/ JOHN W. LaVALLE
----------------------------------
John W. LaValle
Vice President, Chief Financial
Officer and Secretary
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