MATTSON TECHNOLOGY INC
S-8, 2000-07-21
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>   1
              Filed with the Securities and Exchange Commission on July 21, 2000
                                                 Registration No. ______________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            MATTSON TECHNOLOGY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                  77-0208119
   ---------------------------------        ------------------------------------
     (State or other jurisdiction           (I.R.S. employer identification no.)
   of incorporation or organization)

                             3550 West Warren Avenue
                            Fremont, California 94538
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            MATTSON TECHNOLOGY, INC.
                   AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                   -------------------------------------------
                            (Full title of the plan)

                                 Brian McDonald
         Vice President, Finance, Chief Financial Officer and Secretary
                            Mattson Technology, Inc.
                             3550 West Warren Avenue
                            Fremont, California 94538
         ---------------------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 657-5900

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE>   2

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               Proposed
                                                    Proposed maximum           maximum
 Title of Securities to       Amount to be         offering price per         aggregate             Amount of
     be registered(1)          registered                share(2)          offering price(2)     registration fee
-----------------------       ------------         ------------------      -----------------     ----------------
<S>                             <C>                    <C>                  <C>                      <C>
Amended and Restated 1989 Stock Option Plan
Common Stock                     900,000               $29.46875            $26,521,875.00           $7,001.78
Par Value $0.001
</TABLE>
--------------------------------------------------------------------------------



(1)  The securities to be registered include options and rights to acquire such
     Common Stock.

(2)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. As to the shares under the Amended and Restated 1989
     Stock Option Plan, the price is based upon the average of the high and low
     prices of the Common Stock on July19, 2000, as reported on the Nasdaq
     National Market.


<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Mattson Technology, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:

     (a) The Company's latest annual report on Form 10-K, filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1999, as filed with the Securities and
Exchange Commission (File No. 000-24838).

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

     (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6. Indemnification of Directors and Officers

     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.



<PAGE>   4

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law.

     Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

     Inapplicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.



<PAGE>   5


     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>   6

                                    SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on July 20, 2000.

                                    MATTSON TECHNOLOGY, INC.

                                    By: /s/ BRIAN MCDONALD
                                        ----------------------------------------
                                        Brian McDonald

                                        Vice President, Finance, Chief Financial
                                        Officer and Secretary




<PAGE>   7



                        SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of Mattson Technology, Inc. whose signatures
appear below, hereby constitute and appoint Brad Mattson and Brian McDonald, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                              Title                     Date
------------------------------------    ----------------------------    ----------------
<S>                                     <C>                             <C>


/s/ BRAD MATTSON                        Chief Executive Officer and     July 20, 2000
------------------------------------    Director (Prinicpal
Brad Mattson                            Executive Officer)


/s/ BRIAN MCDONALD                      Vice President, Finance,        July 20, 2000
------------------------------------    Chief Financial Officer,
Brian McDonald                          and Secretary (Principal
                                        Financial and Accounting
                                        Officer)

/s/ JOHN C. SAVAGE                      Director                        July 20, 2000
------------------------------------
John C. Savage

/s/ KENNETH G. SMITH                    Director                        July 20, 2000
------------------------------------
Kenneth G. Smith

/s/ SHIGERU NAKAYAMA                    Director                        July 20, 2000
------------------------------------
Shigeru Nakayama

/s/ KEN KANNAPPAN                       Director                        July 20, 2000
------------------------------------
Ken Kannappan
</TABLE>



<PAGE>   8



                                  EXHIBIT INDEX

4.1  Restated Certificate of Incorporation of the Company is incorporated by
     reference to Exhibit 4.1 to the Company's Registration Statement on Form
     S-8 filed with the Securities and Exchange Commission on July 24, 1998
     (File No. 333-59859)

4.2  Amended and Restated Bylaws of the Company are incorporated by reference to
     Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with
     the Securities and Exchange Commission on October 31, 1997 (File No.
     333-39129)

5    Opinion re legality

23.1 Consent of Counsel (included in Exhibit 5)

23.2 Consent of Arthur Andersen LLP

24   Power of Attorney (included in signature pages to this registration
     statement)







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