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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 1, 2001
MATTSON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-21970 77-0208119
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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2800 Bayview Drive
Fremont, California 94538
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (510) 657-5900
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Item 2. Acquisition or Disposition of Assets
On January 1, 2001, Mattson Technology, Inc. ("Mattson") acquired 100%
equity ownership of the subsidiaries of STEAG Electronic Systems AG ("STEAG")
constituting STEAG's semiconductor equipment division (the "STEAG Semiconductor
Division") and simultaneously acquired CFM Technologies, Inc. ("CFM") through
the merger of a wholly-owned subsidiary of Mattson with and into CFM. Each of
the acquired entities is now, directly or indirectly, a wholly-owned subsidiary
of Mattson. The STEAG Semiconductor Division and CFM each develop, manufacture
and sell advanced processing equipment used to manufacture semiconductors. The
terms of these acquisitions are further described in previous SEC reports and
filings, including the Registration Statement on Form S-4 (Registration No. 333-
46568) filed by Mattson on September 25, 2000 (the "Registration Statement").
Prior to the acquisition by Mattson, the STEAG Semiconductor Division was
owned by STEAG. In connection with the acquisition of the STEAG Semiconductor
Division, Mattson issued 11,850,000 shares of Mattson common stock to STEAG and
paid STEAG $100,000 in cash. Mattson also issued to STEAG a secured promissory
note, due July 2, 2001, in the principal amount of $26,095,150.49, to offset the
amount of outstanding working capital loans from STEAG to the STEAG
Semiconductor Division at the time of closing. In addition, Mattson assumed
certain parent company rights and obligations of STEAG and STEAG AG, a parent
company of STEAG, under certain agreements, guarantees and instruments related
to the STEAG Semiconductor Division. Mattson, STEAG, and Brad Mattson also
entered into a Stockholder Agreement providing for, among other things, the
expansion of Mattson's board of directors from five members to seven and the
election of two representatives of STEAG, certain restrictions on future
acquisitions or dispositions of Mattson common stock by STEAG, and registration
rights in favor of STEAG. The consideration paid by Mattson for the STEAG
Semiconductor Division was determined by arms' length negotiation between the
parties.
Prior to the acquisition by Mattson, CFM was a publicly held company traded
under the symbol "CFMT" on the Nasdaq National Stock Market. In connection with
the merger with CFM, Mattson will issue 0.5223 shares of common stock upon
conversion and exchange of each share of CFM common stock issued and outstanding
immediately prior to January 1, 2001, or approximately 4,100,000 shares of
Mattson common stock in aggregate. In addition to the shares of Mattson common
stock issuable to former shareholders of CFM common stock, Mattson also assumed
all outstanding options to purchase CFM common stock based on the same exchange
ratio of 0.5223. The consideration paid by Mattson for CFM was determined by
arms' length negotiation between the parties.
In connection with the acquisitions, Mattson has granted options to
purchase approximately 850,000 shares of Mattson common stock to employees and
directors of the STEAG Semiconductor Division and options to purchase
approximately 500,000 shares of Mattson common stock to employees of CFM.
As a result of these acquisitions, Mattson acquired the facilities and
equipment used by the STEAG Semiconductor Division and CFM in the research,
development, design and manufacture of
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semiconductor manufacturing equipment. At the present time, Mattson intends to
continue to use these acquired assets for their current purposes.
The merger and business combination agreements, which are incorporated
herein by reference and filed as exhibits, qualify the description of the
transactions set forth above and contain additional information regarding the
terms of the transactions.
Item 7. Financial Statements and Exhibits
The historical and pro forma financial statements listed below are to be
included in this report. All such financial statements and pro forma financial
information will be filed by amendment hereto not later than March 16, 2001.
(a) Financial Statements of Businesses Acquired
1. Financial Statements of STEAG Semiconductor Division
A. Annual Audited Financial Statements
(1) Report of Independent Public Accountants
(2) Combined Balance Sheets as of December 31, 1999 and 1998
(3) Combined Statements of Operations for years ended December
31, 1999 and 1998
(4) Combined Statements of Shareholders' Equity for years ended
December 31, 1999 and 1998
(5) Combined Statements of Cash Flows for years ended December
31, 1999 and 1998
(6) Notes to Combined Financial Statements for years ended
December 31, 1999 and 1998
B. Unaudited Interim Financial Statements
(1) Combined Balance Sheets as of June 30, 2000 and 1999
(2) Combined Statements of Operations for the six months ended
June 30, 2000 and 1999
(3) Combined Statements of Cash Flows for the six months ended
June 30, 2000 and 1999
(4) Notes to Combined Financial Statements for the six months
ended June 30, 2000 and 1999
2. Financial Statements of CFM Technologies, Inc.
A. Audited Annual Financial Statements
(1) Report of Independent Public Accountants
(2) Consolidated Balance Sheets as of October 31, 1999 and 1998
(3) Consolidated Statements of Operations for the years ended
October 31, 1999, 1998 and 1997
(4) Consolidated Statements of Shareholders' Equity for the years
ended October 31, 1999, 1998 and 1997
(5) Consolidated Statements of Cash Flows for the years ended
October 31, 1999, 1998 and 1997
(6) Notes to Consolidated Financial Statements
B. Unaudited Interim Financial Statements
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(1) Consolidated Balance Sheets (unaudited) as of July 31, 2000
and October 31, 1999
(2) Consolidated Statements of Operations (unaudited) for the
Three and Six months ended July 31, 2000 and 1999
(3) Consolidated Statements of Cash Flows (unaudited) for the
Nine months ended July 31, 2000 and 1999
(4) Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information
1. Pro Forma Combined Condensed Financial Information
A. Unaudited Pro Forma Combined Condensed Balance Sheet
B. Unaudited Pro Forma Combined Condensed Statement of Operations
C. Notes to Unaudited Combined Condensed Pro Forma Financial
Information
(c) Exhibits
Exhibit No. Description
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2.1 Strategic Business Combination Agreement, dated as of
June 27, 2000, by and between STEAG Electronic Systems
AG, an Aktiengesellschaft organized and existing under
the laws of the Federal Republic of Germany, and
Mattson Technology, Inc., a Delaware corporation.
2.2 Amendment to Strategic Business Combination Agreement,
dated as of December 15, 2000, by and between STEAG
Electronic Systems AG, an Aktiengesellschaft organized
and existing under the laws of the Federal Republic of
Germany, and Mattson Technology, Inc., a Delaware
corporation.
2.3 Stockholder Agreement by and among STEAG Electronic
Systems AG, an Aktiengesellschaft organized and
existing under the laws of the Federal Republic of
Germany, Mattson Technology, Inc., a Delaware
corporation, and Brad Mattson.
2.4 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, and
CFM Technologies, Inc., a Pennsylvania corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MATTSON TECHNOLOGY, INC.
Date: January 15, 2001 By: /s/ Ludger Viefhues
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Ludger Viefhues
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1* Strategic Business Combination Agreement, dated as of June 27,
2000, by and between STEAG Electronic Systems AG, an
Aktiengesellschaft organized and existing under the laws of the
Federal Republic of Germany and Mattson Technology, Inc., a
Delaware corporation.
2.2** Amendment to Strategic Business Combination Agreement, dated as
of December 15, 2000, by and between STEAG Electronic Systems
AG, an Aktiengesellschaft organized and existing under the laws
of the Federal Republic of Germany, and Mattson Technology,
Inc., a Delaware corporation.
2.3 Stockholder Agreement by and among STEAG Electronic Systems AG,
an Aktiengesellschaft organized and existing under the laws of
the Federal Republic of Germany, Mattson Technology, Inc., a
Delaware corporation, and Brad Mattson.
2.4* 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, and CFM Technologies, Inc., a
Pennsylvania corporation.
* Incorporated by reference from Mattson's filing on Form S-4 (File No.
333-46568) filed on September 25, 2000.
** Incorporated by reference from Mattson's filing on Form 8-K (File No.
000-24838) filed on December 21, 2000.
