Amendment 1 to 8-K

MATTSON TECHNOLOGY, INC.

Date: April 11, 2003

/s/ Ludger Viefhues

Ludger Viefhues,

Executive Vice President and

Chief Financial Officer

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANzVXjkQVM+mto9+OSCWXGRkH10r6MObxqiLAOKiXez9vud43iZgnaEdtImzqGKZ G5I5zJ8yiyQGM5rXx5Fr/g== 0001012870-03-001702.txt : 20030411 0001012870-03-001702.hdr.sgml : 20030411 20030411151831 ACCESSION NUMBER: 0001012870-03-001702 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030317 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTSON TECHNOLOGY INC CENTRAL INDEX KEY: 0000928421 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 770208119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24838 FILM NUMBER: 03647066 BUSINESS ADDRESS: STREET 1: 2800 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106575900 8-K/A 1 d8ka.htm AMENDMENT 1 TO 8-K Amendment 1 to 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 17, 2003

MATTSON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-21970		77-0208119
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2800 Bayview Drive

Fremont, California 94538

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (510) 657-5900

(Former name or former address, if changed since last report)

Portions Amended:

As previously reported by Mattson Technology, Inc. (“Mattson”), on March 17, 2003, Mattson and certain of its subsidiaries sold to SCP Global Technologies, Inc. (“SCP”) the business that Mattson had operated in developing, manufacturing, selling, and servicing wet surface preparation products for the preparation and cleaning of semiconductor wafers (the “Wet Business”). Mattson hereby amends Item 2 and Item 7 contained in the Current Report on Form 8-K filed by Mattson on April 1, 2003, to amend the pro forma financial information previously provided in Exhibit 99.2.

Except as set forth in Item 2 and Item 7, no other changes are made to Mattson’s Current Report on Form 8-K filed on April 1, 2003.

Item 2. Acquisition or Disposition of Assets

As reflected in the pro forma financial information filed as Exhibit 99.2 to this report, Mattson estimates its loss on the disposition of the Wet Business to be approximately $4.2 million.

Item 7. Financial Statements and Exhibits

(b) Unaudited Pro Forma Financial Information

The revised unaudited pro forma financial information giving pro forma effect to the disposition by Mattson of the Wet Business as of December 31, 2002 are filed as Exhibit 99.2 hereto, amended in their entirety to revise and update certain of the amounts previously reported.

Exhibit No.		Description

2.5*		Stock and Asset Purchase Agreement for Wet Products Division dated as of February 12, 2003, by and among Mattson Technology, Inc., a Delaware corporation, Mattson International, Inc., a Delaware corporation, Mattson Wet Products, Inc., a Pennsylvania corporation, Mattson Technology Finance, Inc., a Delaware corporation, and SCP Global Technologies, Inc., an Idaho corporation.

2.6*		First Amendment to Stock and Asset Purchase Agreement for Wet Products Division dated as of March 17, 2003, by and among Mattson Technology, Inc., a Delaware corporation, Mattson International, Inc., a Delaware corporation, Mattson Wet Products, Inc., a Pennsylvania corporation, Mattson Technology Finance, Inc., a Delaware corporation, and SCP Global Technologies, Inc., an Idaho corporation.

99.1*		Press release dated March 17, 2003

99.2		Unaudited Pro Forma Financial Information

*Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description

2.5*		Stock and Asset Purchase Agreement for Wet Products Division dated as of February 12, 2003, by and among Mattson Technology, Inc., a Delaware corporation, Mattson International, Inc., a Delaware corporation, Mattson Wet Products, Inc., a Pennsylvania corporation, Mattson Technology Finance, Inc., a Delaware corporation, and SCP Global Technologies, Inc., an Idaho corporation.

2.6*		First Amendment to Stock and Asset Purchase Agreement for Wet Products Division dated as of March 17, 2003, by and among Mattson Technology, Inc., a Delaware corporation, Mattson International, Inc., a Delaware corporation, Mattson Wet Products, Inc., a Pennsylvania corporation, Mattson Technology Finance, Inc., a Delaware corporation, and SCP Global Technologies, Inc., an Idaho corporation.

99.1*		Press release dated March 17, 2003

99.2		Unaudited Pro Forma Financial Information

*Previously filed.

EX-99.2 3 dex992.txt UNAUDITED PRO FORMA FINANCIAL INFORMATION EXHIBIT 99.2 Disposition of Mattson Technology, Inc.'s Wet Business Pro Forma Financial Information On March 17, 2003, Mattson Technology, Inc. and certain of it's subsidiaries ("Mattson") completed the sale of its Wet Business to SCP Global Technology, Inc. ("SCP") pursuant to an Asset Purchase Agreement for a total purchase price of $2.0 million, subject to adjustments for certain contractual terms with respect to the net working capital sold to SCP by Mattson. The unaudited pro forma condensed consolidated financial information of Mattson set forth below is used to show the effects of the sale of Mattson's Wet Business as if it occurred on December 31, 2002 for balance sheet purposes, based on certain estimates and assumptions. The unaudited pro forma condensed information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the dates indicated, nor is it necessarily indicative of future operating results or the financial position of Mattson as a result of the sale of the Wet Business. The unaudited pro forma condensed consolidated financial information of Mattson set forth below consists of unaudited pro forma condensed consolidated balance sheet information and the associated footnotes as of December 31, 2002, and unaudited pro forma condensed consolidated statements of operations information for the years ended December 31, 2002 and December 31, 2001, which assumes that the sale of the Wet Business occurred on January 1, 2001. The unaudited pro forma condensed consolidated statement of operations do not include the effect of one-time charges incurred as a result of the sale of the Wet Business to SCP. Mattson's unaudited pro forma condensed consolidated statements of operations information for the year ended December 31, 2000 are not presented because the Wet Business was originally acquired on January 1, 2001, and therefore there were no pro forma adjustments for this period. The unaudited pro forma condensed consolidated balance sheet information gives effect to Mattson's receipt of the initial proceeds of $2.0 million from SCP as if such transaction had occurred on December 31, 2002. Certain adjustments expected to occur as a result of the sale have been reflected in the unaudited pro forma condensed consolidated balance sheet information. Determination of the actual net assets sold to SCP, the total purchase price and the loss on sale is subject to various post-closing adjustments and the performance of certain services. The Stock and Asset Purchase Agreement for the Wet Products Division also provides for an earn-out payable to Mattson, up to an aggregate maximum of $5 million, based upon sales by SCP of certain products to identified customers through December 31, 2004. The amounts that can be earned by Mattson under this earn-out provision are not included in unaudited pro forma financial information. The following pro forma financial statements are derived from Mattson's historical consolidated financial statements after having given effect to the sale of its Wet Business to SCP Global Technologies, Inc. Consequently, the following unaudited pro forma condensed financial statements have been derived from, and should be read in conjunction with accompanying notes thereto, with Mattson's historical consolidated financial statements and related notes thereto, included in Mattson's Annual Report on Form 10-K filed with the SEC on March 31, 2003. MATTSON TECHNOLOGY, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION As of December 31, 2002 (in thousands)

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial information. MATTSON TECHNOLOGY, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION For the Year Ended December 31, 2002 (in thousands, except per share information)

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial information. MATTSON TECHNOLOGY, INC. Unaudited Notes to Pro Forma Financial Information (1) This adjustment reflects the assets sold to and the liabilities assumed by SCP. This adjustment also eliminates certain balances related to the Wet Business from the consolidated Mattson accounts that Mattson no longer retains after the transaction is consummated. These balances include deferred revenues, inventories awaiting customer acceptance and other comprehensive income. All adjustments are reflected net of intercompany transactions. (2) This adjustment reflects the gross cash proceeds to be received from SCP after the transfer of the Wet Business entities and Wet Business related assets. The amount consists of the following balances (in thousands): Repayment of cash and cash equivalents $ 31,592 (A) Repayment of restricted cash 521 (B) Contractual purchase price payment 2,000 (C) ---------- Total adjustment $ 34,113 ========== (A) This adjustment represents the repayment of cash and cash equivalents balances by SCP to Mattson for cash and cash equivalents of the sold Wet Business entities. (B) This adjustment represents the repayment of restricted cash balances by SCP to Mattson for restricted cash of the sold Wet Business entities. (C) This adjustment reflects the contractual $2.0 million payment by SCP to Mattson for the acquisition of the Wet Business entities. (3) This adjustment reflects the effect of liabilities incurred by Mattson as a result of the sale of Wet Business entities to SCP. The adjustment includes the effect of reductions in force at the Wet Business entities which are to be paid for by Mattson, additional customer obligations and arrangements for which Mattson indemnifies SCP, and other litigation related liabilities. (4) This adjustment gives effect to the costs for fees payable to investment bankers, legal counsel and accountants associated with the sale of the Wet Business entities. The following is a detail of the adjustment (in thousands): Investment bankers' fees $ 1,600 Legal fees 406 Accounting and other professional services fees 150 ---------- Total adjustment $ 2,156 ========== (5) The amount represents estimated loss on the disposition of wet business which is calculated as follows (in thousands): Contractual purchase price payment due from SCP $ 2,000 Net book value of assets sold, including goodwill and intangibles (95,095) Net book value of liabilities assumed by SCP, including deferred revenues 98,948 Other, including additional obligations incurred in connection with and fees and costs resulting from the disposition (10,081) ------------- Estimated loss $ (4,228) =============

(6) These adjustments reflect the elimination of the Wet Business's operations, net of intercompany transactions, between Mattson and the Wet Business entities. The adjustment includes the revenues, cost of sales, operating expenses and other items, net of intercompany transactions, that are directly attributable to the Wet Business entities sold by Mattson to SCP. In addition, it includes allocations of payroll-related expenses from the shared service centers as far as these relate to personnel who performed services exclusively for the Wet Business being sold, and whose employment is being transferred to SCP. ~~-----END PRIVACY-ENHANCED MESSAGE-----~~