SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
Mattson Technology, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
57723100
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(CUSIP Number)
Dr. Peter Lockowandt
General Counsel
STEAG Electronic Systems AG
Ruettenscheider Strasse 1-3
45128 Essen, Germany
011-49-201-801-2510
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Marc R. Packer, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94301
650-470-4500
January 1, 2001
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box | |.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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).
SCHEDULE 13D
CUSIP No. 57723100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEAG Electronic Systems AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
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7 SOLE VOTING POWER
NUMBER OF
11,850,000
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH
11,850,000
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (see Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 57723100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEAG AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
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7 SOLE VOTING POWER
NUMBER OF
11,850,000
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH
11,850,000
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (see Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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The information set forth in response to each separate Item shall
be deemed to be a response to all Items where such information is relevant.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $0.001 per
share (the "Mattson Stock"), of Mattson Technology, Inc., a Delaware
corporation ("Mattson"), whose principal executive offices are located at
2800 Bayview Drive, Fremont, California 94538.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by STEAG Electronic Systems AG ("SES")
and STEAG AG ("STEAG"). Each of SES and STEAG is organized under the laws
of the Federal Republic of Germany. SES is the direct holder of shares of
Mattson Stock. STEAG owns all of the capital stock of SES and, as a result,
is the indirect beneficial owner of the shares of Mattson Stock held
directly by SES.
(b) The business address of each of SES and STEAG is
Ruettenscheider Strasse 1-3, 45128 Essen, Germany.
(c) SES is engaged in the optical storage and photomask businesses
and, prior to the consummation of the transaction described in Item 3
below, was a supplier of capital equipment for the semiconductor industry.
STEAG is a power generation and electronics company.
(d) During the last five years, neither SES, STEAG nor, to the
best knowledge of each of SES and STEAG, any of the individuals referred to
in Schedule A, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, neither SES, STEAG nor, to the
best knowledge of each of SES and STEAG, any of the individuals referred to
in Schedule A, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) The name, citizenship, business address, principal occupation
or employment and certain other information relating to the executive
officers and directors of each of SES and STEAG are set forth on Schedule A
attached hereto and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Mattson Stock to which this Statement relates were
acquired pursuant to the terms of the Strategic Business Combination
Agreement by and between SES and Mattson, dated as of June 27, 2000 (the
"Initial Combination Agreement"), as amended by the Amendment to Strategic
Business Combination Agreement dated as of December 15, 2000 (the
"Amendment" and together, the "Combination Agreement"). Pursuant to the
Combination Agreement, Mattson acquired eleven direct and indirect
subsidiaries of SES comprising the semiconductor equipment division of SES
(the "SES Semiconductor Division") in exchange for 11,850,000 newly issued
shares of Mattson Stock and a cash payment of $100,000 (the "Business
Combination"). The Combination Agreement also provided for Mattson to
assume certain obligations of SES and STEAG and to acquire certain
intercompany indebtedness owed by the SES Semiconductor Division to SES in
exchange for a secured promissory note in the principal amount of
$26,095,150.49. All references to, and summaries of, the Combination
Agreement in this Item 3 are qualified in their entirety by reference to
the Initial Combination Agreement and the Amendment, copies of which are
attached hereto as Exhibits 1 and 2, respectively, and are incorporated
herein by reference.
Mattson, SES, and the Chief Executive Officer of Mattson, Brad
Mattson, have also entered into a Stockholder Agreement dated as of
December 15, 2000 (the "Stockholder Agreement") providing for, among other
things, the expansion of Mattson's board of directors from five members to
seven, the election of two persons designated by SES to Mattson's board of
directors, restrictions on future acquisitions or dispositions of Mattson
Stock by SES and registration rights in favor of SES. All references to,
and summaries of, the Stockholder Agreement in this Item 3 are qualified in
their entirety by reference to such agreement, a copy of which is attached
hereto as Exhibit 3 and is incorporated herein by reference.
The obligation of each of SES and Mattson to consummate the
Business Combination was conditioned upon the simultaneous closing of the
transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement") dated as of June 27, 2000 by and among Mattson, M2C Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of
Mattson ("M2C"), and CFM Technologies, Inc., a Pennsylvania corporation
("CFM"). The Merger Agreement provided, among other things, for the merger
of M2C with and into CFM (the "Merger"), by virtue of which each
outstanding share of CFM common stock (other than shares as to which
dissenters' rights under Pennsylvania law are exercised) was automatically
converted into the right to receive .5223 shares of Mattson Stock. All
references to, and summaries of, the Merger Agreement in this Item 4 are
qualified in their entirety by reference to such agreement, a copy of which
has been filed with the Securities and Exchange Commission as Exhibit 2 to
the filing by Mattson on Form 425 dated July 6, 2000 with respect to the
common stock of CFM and is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Item 3
is incorporated by reference herein.
The shares of Mattson Stock to which this Statement relates were
acquired in connection with the disposition of the SES Semiconductor
Division pursuant to the terms of the Combination Agreement. Subject to the
terms of the Stockholder Agreement, SES and STEAG currently intend to hold
the shares of Mattson Stock for investment purposes.
The Stockholder Agreement provides that, until termination of such
agreement, Mattson's board of directors will consist of seven members, two
of whom are to be designated by SES, one of whom is to be the Chief
Executive Officer of Mattson, and (subject to certain exceptions) the
remaining four of whom will be Independent Directors (as defined in the
Stockholder Agreement). Pursuant to the Stockholder Agreement, effective as
of the closing of the Business Combination, Mattson caused (i) Dr. Jochen
Melchior and Dr. Hans-Georg Betz, as designees of SES, to become members of
the expanded board of directors and (ii) Dr. Melchior to be appointed as
Chairman of the Board for a term of one year.
Pursuant to the Stockholder Agreement, a Nominating Committee of
the board of directors has been established to propose nominees to succeed
any Independent Director or to fill any other vacancies not otherwise
provided for in the Stockholder Agreement. In addition, Mattson's board of
directors has established an Executive Staffing Committee consisting
initially of Dr. Melchior and Mr. Mattson to make key personnel decisions.
As required by the Stockholder Agreement, Mattson's Bylaws have
been amended and restated in accordance with the Stockholder Agreement in a
manner consistent with the foregoing arrangements.
Under the Stockholder Agreement, SES has agreed that, prior to the
earlier of the termination of the agreement or the expiration of five years
following the closing of the Business Combination (the "Standstill
Period"), neither SES nor any of its majority-owned and controlled
affiliates will acquire or make an offer to acquire any additional shares
of Mattson's voting stock unless (i) prior Disinterested Director Approval
(as defined in the Stockholder Agreement) of such acquisition has been
obtained, (ii) the acquisition is necessary to maintain SES's aggregate
percentage ownership of Mattson's outstanding voting stock, (iii) the
acquisition is pursuant to a stock issuance by Mattson in respect of a
stock split, stock dividend, recapitalization or similar corporate
transaction or (iv) the acquisition is a transfer of voting stock between
SES and an affiliate that has agreed to be bound by the terms and
conditions of the Stockholder Agreement. Under the terms of the Stockholder
Agreement, SES is also prohibited, during the Standstill Period, from (i)
soliciting or participating in a solicitation of proxies for Mattson's
voting stock (except in connection with the election of directors), (ii)
making any public announcement regarding any Acquisition Proposal (as
defined in the Stockholder Agreement) not approved by Mattson's board of
directors, (iii) depositing any shares of voting stock in a voting trust or
similar arrangement with any person other than Mattson or a person within
SES's control group or (iv) forming or joining any group with any person
other than persons within SES's control group for the purpose of voting,
holding, purchasing or disposing of Mattson's voting stock.
The foregoing "standstill" restrictions will be suspended in the
event an unrelated person or group, without prior approval of the board of
directors of Mattson, (i) commences a tender offer, (ii) acquires voting
stock of Mattson resulting in beneficial ownership of more than 20% of the
then-outstanding voting stock or (iii) acquires beneficial ownership of
more than 10% of the then-outstanding voting stock and commences or
publicly announces its intention to seek a Change of Control (as defined in
the Stockholder Agreement).
The Stockholder Agreement also provides that, prior to any sale or
issuance by Mattson of any shares of its voting stock, SES will have a
preemptive right to purchase its proportionate share of such voting stock
on terms at least as favorable to SES as the terms on which Mattson
proposes to sell such stock to any other party. This preemptive right is
subject to certain exceptions, including (i) issuances of voting stock to
employees, officers, directors and consultants pursuant to any stock option
plan or agreement, (ii) issuances of voting stock in connection with
certain mergers, consolidations, share exchanges or other reorganizations
and (iii) issuances of limited amounts of voting stock in connection with
equipment financings, technology licensing, research and development
agreements or asset acquisitions approved by Mattson's board of directors.
SES's preemptive right will terminate upon the earliest to occur of (i) the
closing of any Acquisition Transaction (as defined in the Stockholder
Agreement) resulting in a Change of Control of Mattson, (ii) the sale of
all or substantially all of Mattson's assets and (iii) the termination of
the Stockholder Agreement in accordance with its terms.
Under the Stockholder Agreement, SES has also agreed not to
transfer or dispose of any shares of Mattson's voting stock for a period of
one year following the closing of the Business Combination, except for
transfers made following Disinterested Director Approval and transfers to
affiliates of SES. In addition, SES has agreed that, following the one-year
lockup period, it will not transfer or dispose of any shares of Mattson's
voting stock without first giving Mattson an opportunity to purchase the
shares, unless such transfer or disposition by SES is made (i) pursuant to
a bona fide public offering, (ii) pursuant to Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act") or (iii) to an affiliate of
SES. Furthermore, SES has agreed not to sell or transfer more than 2.4
million shares of Mattson voting stock (subject to adjustment) to a person
or group following the one-year lockup period, except (i) pursuant to the
exceptions to Mattson's right of first refusal described above, (ii)
pursuant to a Change of Control transaction that has received either
Disinterested Director Approval or majority stockholder approval (excluding
SES), (iii) after the third anniversary of the closing of the Business
Combination or (iv) during suspension of the "standstill" provisions as
described above.
SES also has the right under the Stockholder Agreement following
the expiration of the one-year lockup period to include its shares of
Mattson Stock in a registration of common stock effected by Mattson under
the Securities Act and to request registration of its shares of Mattson
Stock on Form S-3 under the Securities Act once every 12 months, subject to
customary provisions regarding expenses, indemnification, reporting under
the Securities Exchange Act of 1934, as amended, assignment, market
"stand-off" agreements, termination of registration rights and limitations
on subsequent registration rights.
The Stockholder Agreement will terminate upon the earliest to
occur of (i) SES owning less than 20% of Mattson's outstanding voting
stock, (ii) SES owning 50% or more of Mattson's outstanding voting stock
and (iii) a material breach by Mattson of any material obligation under the
Stockholder Agreement.
All references to, and summaries of, the Stockholder Agreement in
this Item 4 are qualified in their entirety by references to such
agreement, a copy of which is attached hereto as Exhibit 3 and is
incorporated herein by reference.
Mr. Werner Brust-Haas has informed SES and STEAG that he acquired
beneficial ownership of his shares of Mattson Stock for investment
purposes.
Except as set forth above, neither SES, STEAG nor, to the best
knowledge of each of SES and STEAG, any of the individuals referred to in
Schedule A, has any plan or proposal with respect to any other matter set
forth in paragraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) SES and STEAG each beneficially owns 11,850,000 shares of
Mattson Stock, which represents approximately 31.8% of the outstanding
shares of Mattson Stock based on an aggregate of 37,259,351 shares
outstanding (consisting of: (i) 21,195,865 shares of Mattson Stock reported
to be outstanding in Mattson's Quarterly Report on Form 10-Q for the
Quarterly Period ended September 24, 2000 and filed on November 8, 2000;
(ii) 4,213,486 shares of Mattson Stock into which the 8,067,175 shares of
CFM common stock reported to be outstanding in CFM's Quarterly Report on
Form 10-Q for the Quarterly Period ended July 31, 2000 and filed on
September 14, 2000 were converted as of the consummation of the Merger on
January 1, 2001 (assuming no CFM shareholders exercised dissenters'
rights); and (iii) 11,850,000 shares of Mattson Stock issued to SES upon
the consummation of the Business Combination on January 1, 2001).
Mr. Werner Brust-Haas, a director (member of the Supervisory
Board) of SES, has informed SES that he beneficially owns 185 shares of
Mattson Stock, representing less than 1% of the outstanding shares of
Mattson Stock, based on the number of outstanding shares of Mattson Stock
calculated above.
Except as described in this Statement, neither SES, STEAG nor, to
the best knowledge of each of SES and STEAG, any of the individuals
referred to in Schedule A, beneficially owns any Mattson Stock or
securities convertible into Mattson Stock.
(b) SES (directly) and STEAG (indirectly) each has the sole power
to vote and dispose of 11,850,000 shares of Mattson Stock. Mr. Brust-Haas
has informed SES and STEAG that he has the sole power to vote and dispose
of 185 shares of Mattson Stock.
(c) The information set forth or incorporated by reference in
Items 3 and 4 is incorporated by reference herein. Except as described in
this Statement, neither SES, STEAG nor, to the best knowledge of each of
SES and STEAG, any of the individuals referred to in Schedule A, has
effected any transaction in Mattson Stock during the 60 days preceding the
date of this Statement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3,
4 and 5 is hereby incorporated by reference. All references to, and
summaries of, the Combination Agreement and the Stockholder Agreement
incorporated by reference in this Item 6 are qualified in their entirety by
references to the Initial Combination Agreement, the Amendment and the
Stockholder Agreement, copies of which are attached hereto as Exhibits 1, 2
and 3, respectively, and are incorporated herein by reference.
Except as set forth above, neither SES, STEAG nor, to the best
knowledge of each of SES and STEAG, any of the individuals referred to in
Schedule A, is a party to any contracts, arrangements, understandings or
relationships with any person with respect to any securities of Mattson,
including but not limited to the transfer or voting of any shares of
Mattson Stock, finder's fees, joint ventures, loan or option arrangements,
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. PAGE
NUMBER
Exhibit 1 Strategic Business Combination Agreement dated
as of June 27, 2000 by and among STEAG
Electronic Systems AG and Mattson Technology,
Inc.
Exhibit 2 Amendment to Strategic Business Combination
Agreement dated as of December 15, 2000 by
and among STEAG Electronic Systems AG and
Mattson Technology, Inc.
Exhibit 3 Stockholder Agreement entered into as of
December 15, 2000 by and between Mattson
Technology, Inc., STEAG Electronic
Systems AG and Brad Mattson.
SIGNATURE
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: January 11, 2001
STEAG Electronic Systems AG
By: /s/ Dr. Hans-Georg Betz
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Name: Dr. Hans-Georg Betz
Title: Chief Executive Officer
By: /s/ Dr. Rolf Thaler
-------------------
Name: Dr. Rolf Thaler
Title: Chief Financial Officer
STEAG AG
By: /s/ Dr. Jochen Melchior
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Name: Dr. Jochen Melchior
Title: Chief Executive Officer
By: /s/ Michael Willems
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Name: Michael Willems
Title: Chief Financial Officer
SCHEDULE A
A. DIRECTORS AND EXECUTIVE OFFICERS OF STEAG.
The following table sets forth the name, current business or home
address, citizenship and present principal occupation of each of the
executive officers and directors of STEAG. Each of these individuals are
citizens of the Federal Republic of Germany. Unless otherwise indicated,
the current business or home address of each person is STEAG AG,
Ruettenscheider Strasse 1-3, 45128 Essen, Germany. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to employment with STEAG.
POSITION WITH STEAG AND PRESENT
NAME AND BUSINESS OR HOME ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
WILHELM HANS BEERMANN Member of the Supervisory Board.
RAG Aktiengesellschaft Vice-Chairman of the Management Board, RAG
Rellinghauser Strasse 1-11 Aktiengesellschaft.
45128 Essen
Germany
DR. HANS-GEORG BETZ Member of the Management Board.
Chief Executive Officer, SES.
GERD BODE Member of the Supervisory Board.
Kraftwerk Herne Chairman of the Works Council, Herne
Hertener Strasse 16 Power Plant.
44693 Herne
Germany
JOHANNES DRECKMANN Member of the Supervisory Board.
Kraftwerk Walsum Vice-Chairman of the Works Council,
Dr.-Wilhelm-Roelen-Strasse 129 Walsum Power Plant.
47179 Duisberg
Germany
DR. HERMANN FARWICK Member of the Supervisory Board.
Kraftwerksbetriebe Voerde Power Plant Director, Voerde Power Plant.
Frankfurter Strasse 430
46562 Voerde
Germany
DR. HANS-MICHAEL GAUL Member of the Supervisory Board.
EON AG Member of the Management Board, EON AG.
Benningsenplatz 1
40474 Duesseldorf
Germany
URSEL GELHORN Member of the Supervisory Board.
Chairman of the Works Council, STEAG.
DR. REINER HAGEMANN Member of the Supervisory Board.
Allianz-Versicherungs AG Chairman of the Management Board, Allianz
Koeniginstrasse 28 Versicherungs-AG.
80802 Muenchen
Germany
KURT HAY Member of the Supervisory Board.
Industriegewerkschaft Head of Pay Rate Policy II, IGBCE Union.
Bergbau, Chemie, Energie
Herner Strasse 18
45657 Recklinghausen
Germany
HERMANN HUEF Member of the Supervisory Board.
Kraftwerk Luenen Chairman of the Works Council, Luenen
Moltkestrasse 215 Power Plant.
44536 Luenen
Germany
DR. ING. GERD JAEGER Member of the Supervisory Board.
RWE Power AG Member of the Management Board, RWE
Huyssenallee 2 Power AG.
45128 Essen
Germany
FRITZ KOLLORZ Vice Chairman of the Supervisory Board.
Industriegewerkschaft Member of the Executive Committee, IGBCE
Bergbau, Chemie, Energie Union.
Koenigswirther Platz 6
30167 Hanover
Germany
DR. JOCHEN MELCHIOR Chairman of the Management Board, Chief
Executive Officer.
DR. JOHNNES RINGEL Member of the Supervisory Board.
Westdeutsche Landesbank
Girozentrale Member of the Management Board of
Herzogstrasse 15 Westdeutsche Landesbank Girozentrale.
40217 Duesseldorf
Germany
DR. KLAUS RUMPFF Member of the Management Board.
DR. HEINZ SCHOLTHOLT Member of the Management Board.
PETER SCHWARTZ Member of the Supervisory Board.
Chairman of the Central Works Council.
FRIEDRICH SPAETH Member of the Supervisory Board.
Ruhrgas AG Chairman of the Management Board,
Huttropstrasse 60 Ruhrgas AG.
45138 Essen
Germany
HERMANN SPRINGER Member of the Supervisory Board. Chairman
Kraftwerks Bergkamen of the Works Council, Bergkamen Power
Westenhellweg 110 Plant.
59192 Bergkamen
Germany
DR. JUERGEN STADELHOFER Member of the Supervisory Board. Chairman
RAG Coal International AG of the Management Board, RAG Coal
Rellinghauser Strasse 1-11 International AG.
45128 Essen
Germany
KARL STARZACHER Chairman of the Supervisory Board.
RAG Aktiengesellschaft Chairman of the Management Board, RAG
Rellinger Strasse 1-11 Aktiengesellschaft.
45128 Essen
Germany
DR. KLAUS TRUETZSCHLER Member of the Supervisory Board.
Franz Haniel & Cie GmbH Member of the Management Board, Franz
Franz Haniel Platz 1 Haniel & Cie. GmbH.
47119 Duisburg
Germany
MICHAEL WILLEMS Member of the Management Board, Chief
Financial Officer.
PROF. DR. FRANZ-JOSEF WODOPIA Member of the Supervisory Board.
Grosse Egge 11 Head of the Mining/Energy Department,
30826 Garbsen IGBCE Union.
Germany
B. DIRECTORS AND EXECUTIVE OFFICERS OF SES.
The following table sets forth the name, current business or home
address, citizenship and present principal occupation of each of the
executive officers and directors of SES. Each of these individuals are
citizens of the Federal Republic of Germany. Unless otherwise indicated,
the current business or home address of each person is STEAG Electronic
Systems AG, Ruttenschieder Strasse 1-3, 45128 Essen, Germany. Unless
otherwise indicated, each occupation set forth opposite an individual's
name refers to employment with SES.
POSITION WITH STEAG AND PRESENT
NAME AND BUSINESS OR HOME ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
DR. HANS-GEORG BETZ Chief Executive Officer.
WERNER BRUST-HAAS Member of the Supervisory Board.
Erwin-Baelz Strasse 14 Secretary of the Labor Union of IGBCE
74321 Bietigheim-Bissingen Baden-Wuerttemberg.
Germany
HANS-PETER KNAPP Member of the Supervisory Board.
In-der-See-Strasse 16 Member of the Employee Representation
76703 Kraichtal of STEAG HamaTech AG.
Germany
DR. JUERGEN KNORR Member of the Supervisory Board.
c/o Karin Ernst & Partner GmbH Management Consultant, Dr. Juergen Knorr
Willroider Strasse 1 Management Beratung GmbH.
81545 Muenchen
Germany
DR. JOCHEN MELCHIOR Chairman of the Supervisory Board.
Chairman of the Management Board, STEAG.
DIPL.-KFM. GUENTER MEYHOEFER Member of the Supervisory Board.
RAG EBV AG Chairman of the Supervisory Board,
Roermonder Strasse 63 RAG EBV AG.
52134 Herzogenrath
Germany
DR. H.C. ACHIM MIDDELSCHULTE Member of the Supervisory Board.
Ruhrgas AG Member of the Management Board, Ruhrgas
Huttropstrasse 60 AG.
45138 Essen
Germany
DR. STEPHAN MOHREN Member of the Management Board.
STEAG HamaTech AG Chief Executive Officer, STEAG HamaTech
Ferdinand-von-Steinbeis-Ring 10 AG.
75447 Sternenfels
Germany
DR. JOHANNES RINGEL Member of the Supervisory Board.
Westdeutsche Landesbank Girozentrale Member of the Management Board of
Herzogstrasse 15 Westdeutsche Landesbank Girozentrale.
40217 Duesseldorf
Germany
MANFRED ROTTSTEDT Member of the Supervisory Board.
Wacholderring 11 Service Manager, STEAG RTP Systems GmbH.
89182 Bernstadt
Germany
DR. KLAUS RUMPFF Member of the Supervisory Board.
Member of the Management Board of STEAG.
BODO SCHERER Member of the Supervisory Board.
Leopold-Messmer-Weg 14 Member of the Works Council, STEAG
78166 Donaueschingen MicroTech GmbH.
Germany
DR. HEINZ SCHOLTHOLT Member of the Supervisory Board.
Member of the Management Board, STEAG.
DR. ROLF THALER Chief Financial Officer.
MICHAEL WILLEMS Member of the Supervisory Board.
Member of the Management Board, STEAG.
ERNST WUNDERLICH Member of the Supervisory Board.
Gabriel-von-Seidl-Strasse 35a Former Member of the Management Board,
82031 Gruenwald Allianz AG (retired).
Germany
