<PAGE>
PROSPECTUS SUPPLEMENT DATED JUNE 15, 1998
(To Prospectus dated October 30, 1997)
CYMER, INC.
U.S. $172,500,000
3 1/2%/7 1/4% Step-Up Convertible Subordinated Notes due August 6, 2004
and
Shares of Common Stock Issuable Upon Conversion Thereof
------------------------
This Prospectus Supplement together, with the Prospectus, is to be used by
certain holders of the above-referenced securities or by their transferees,
pledgees, donees or their successors in connection with the offer and sale of
the above referenced securities.
<PAGE>
The section entitled "Selling Securityholders" commencing on page 34 of the
Prospectus is hereby amended to include the following table:
SELLING SECURITYHOLDERS
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF COMMON STOCK BENEFICIALLY
NOTES BENEFICIALLY OWNED OWNED AND OFFERED HEREBY
SELLING SECURITYHOLDER AND OFFERED HEREBY (1)(2)
- ------------------------------------------------------------- ------------------------ -------------------------
<S> <C> <C>
Canadian Imperial Holdings, Inc.............................. 3,500 74
David Lipscomb University General Endowment (3).............. 15,000 319
Deutsche Morgan Grenfell Inc. (3) (4)........................ 1,000,000 21,277
Equitable Life Assurance Separate Account Convertibles (3)... 300,000 6,383
The First Foundation (3)..................................... 55,000 1,170
Hudson River Trust Balanced Account (3)...................... 245,000 5,212
Hudson River Trust Growth and Income Account (3)............. 750,000 15,957
Hudson River Trust Growth Investors (3)...................... 250,000 5,319
Kellner, Dileo & Co.......................................... 1,250,000 26,595
Memphis Light, Water and Gas Retirement Fund (3)............. 220,000 4,680
Schroders & Co............................................... 800,000 17,021
</TABLE>
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(1) Includes shares of Common Stock issuable upon conversion of the Notes.
(2) Assumes a conversion price of $47.00 per share, and a cash payment in lieu
of any fractional share interest; such conversion price is subject to
adjustment as described under "Description of Notes-- Conversion of Notes."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Under the terms of
Indenture, fractional shares will not be issued upon conversion of the
notes; cash will be paid in lieu of fractional shares, if any.
(3) Represents additional Notes and Shares being registered by the Selling
Securityholder.
(4) Deutsche Morgan Grenfell Inc. and its affiliated companies and/or
individuals may, from time to time, own, have positions in, or have options
in the Company and may also perform investment banking or advisory services,
and/or have lending or other credit relationships with the Company.
