| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MATTSON TECHNOLOGY INC [ MTSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2004 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/27/2004 | J | 135,574 | A | (1) | 135,574 | I | By Limited Liability Company(2) | ||
| Common Stock | 8,861,144 | D(3)(4) | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Received in exchange for one half of the aggregate of (i) 1,036,788 shares of Class B Preferred Stock and (ii) US $878,316 of debt of Vortek Industries Ltd., a corporation amalgamated under the laws of British Columbia, Canada ("Vortek"), pursuant to the terms of the acquisition of Vortek by Mattson on October 27, 2004 (the "Vortek Transaction"). |
| 2. These shares represent the proportionate interest of STEAG Electronic Systems AG ("SES") and RAG Aktiengesellschaft ("RAG") in 271,147 shares of Mattson stock received by West STEAG Partners GmbH, a German limited liability corporation ("WSP"), pursuant to the terms of the Vortek Transaction. WSP is a venture capital firm, 50% of the capital of which is owned by SES. RAG and SES may be deemed to beneficially own the shares of Mattson Stock acquired by WSP in the Vortek Transaction based on SES's ownership of 50% of the capital of WSP. WSP does not act, and has no agreement with SES or RAG to act, together with SES and/or RAG for the purpose of acquiring, holding, voting or disposing of Mattson Stock. Accordingly, WSP does not beneficially own any of the shares of Mattson Stock beneficially owned by SES and RAG other than the 271,147 shares of Mattson Stock that WSP received in the Vortek Transaction. |
| 3. These shares are owned directly by SES, an indirect wholly owned subsidiary of RAG, and indirectly by RAG. |
| 4. As of September 10, 2004, STEAG AG ceased to be the beneficial owner of more than 10% of Mattson stock. STEAG AG, which previously owned directly all of the capital stock of SES, transferred its entire equity interest in SES to SES Beteiligungs-GmbH, a German limited liability corporation and an indirect, wholly owned subsidiary of RAG ("BG"). Based in part on the organizational instruments and internal governance rules of RAG and its subsidiaries, as well as the fact that all of the members of the Supervisory Board of SES are designated by RAG, all voting and investment power with respect to the Mattson stock owned by SES is controlled by RAG. Accordingly, BG has no power to vote or direct the voting of, and no power to dispose of or direct the disposition of, the shares of Mattson stock beneficially owned by SES. |
| Remarks: |
| STEAG Electronic Systems AG, By: /s/ Michael Willems, Chairman of Board; By: /s/ Arnold Gehlen, Member of Board | 10/28/2004 | |
| STEAG AG, By: /s/ Michael Willems, Member of Board of the Directors; By: /s/ Arnold Gehlen, Head of Account Department | 10/27/2004 | |
| RAG Aktiengesellschaft, By: /s/ Christoph Mueller, Senior Vice President; By: /s/ Norbert Schellen, Legal Counsel | 10/27/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||