UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
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): May 5, 2015
MATTSON TECHNOLOGY, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware | | 000-24838 | | 77-0208119 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
47131 Bayside Parkway
Fremont, California 94538
(Address of Principal Executive Offices including Zip Code)
(510) 657-5900
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 28, 2005, the Board of Directors (the “Board”) of Mattson Technology, Inc. (the “Company”) declared a dividend distribution of one preferred stock purchase right (collectively, the “Rights”) for each outstanding share of common stock, par value $0.001 per share, of the Company to stockholders of record at the close of business on August 15, 2005. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Computershare Trust Company, N.A. (the “Rights Agent”), as successor to Mellon Investor Services, LLC, dated July 28, 2005 (as amended from time to time, the “Rights Agreement”).
On May 5, 2015, the Company entered into Amendment No. 3 to Rights Agreement (the “Amendment”) to change the “Final Expiration Date” of the Rights Agreement from July 27, 2015 to May 5, 2015. As a result of the Amendment, effective as of the close of business on May 5, 2015, the Rights will expire and will no longer be outstanding and the Rights Agreement will terminate by its terms.
The Amendment is filed as an exhibit hereto and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment.
Item 3.03. Material Modifications to Rights of Security Holders.
The information provided in Item 1.01 above is hereby incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, on August 2, 2005, the Company filed a Certificate of Designation, Preferences and Rights of the Terms of the Series A Preferred Stock with the Secretary of State of the State of Delaware, setting forth the rights, powers and preferences of the Series A Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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Date: May 5, 2015 | |
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| By: /s/ TYLER PURVIS |
| Tyler Purvis Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) |
INDEX TO EXHIBITS
CERTIFICATE OF ELIMINATION
OF THE SERIES A PREFERRED STOCK OF
MATTSON TECHNOLOGY, INC.
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Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware |
Mattson Technology, Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Amended and Restated Certificate of Incorporation, as amended (the “Charter”), of the Corporation authorizes the issuance of 360,000 shares of preferred stock, par value $0.01 per share, of the Corporation designated as Series A Preferred Stock (the “Series A Preferred Stock”).
2. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted the following resolutions:
RESOLVED FURTHER, that, none of the authorized shares of Series A Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued prior to the Final Expiration Date;
RESOLVED FURTHER, that all matters set forth in the Amended and Restated Certificate of Incorporation, as amended (the “Charter”), of the Corporation with respect to the Series A Preferred Stock are hereby eliminated from the Charter.
RESOLVED FURTHER, that the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Accounting Officer or the Corporate Controller of the Corporation are, and each of them hereby is, authorized and directed to prepare and file a Certificate of Elimination (the “Certificate of Elimination”) in accordance with the foregoing resolution and the provisions of the DGCL and to take such other actions as they may deem necessary or appropriate to carry out the intent and purpose of the foregoing resolution;
RESOLVED FURTHER, that the foregoing persons are, and each of them hereby is, authorized and directed, for and in the name of and on behalf of the Corporation, to execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware, whereupon all matters with respect to the Series A Preferred Stock shall be eliminated from the Charter and the shares of the Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation.
3. Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Series A Preferred Stock in the Charter are hereby eliminated, and the shares that were designated to
such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 5th day of May, 2015.
MATTSON TECHNOLOGY, INC.
By: /s/ TYLER PURVIS
Name: Tyler Purvis
Title: Senior Vice President, Chief Accounting Officer and Corporate Controller
[Signature Page to Certificate of Elimination]
Exhibit 4.1
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 (this “Amendment”) to Rights Agreement dated as of July 28, 2005 (the “Rights Agreement”), between Mattson Technology, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), as successor to Mellon Investor Services, LLC, is effective as of May 5, 2015. Capitalized terms not defined herein shall have the meanings given them in the Rights Agreement.
WHEREAS, the Board of Directors of the Company has previously approved an Amendment No. 1 to the Rights Agreement, which was approved on or around June 21, 2006 and an Amendment No. 2 to the Rights Agreement, which was approved on or around July 14, 2008; and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to further amend the Rights Agreement to advance the Final Expiration Date of the Agreement from July 27, 2015 to May 5, 2015;
WHEREAS, the Company has delivered to the Rights Agent an appropriate certificate pursuant to Section 27 of the Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may, so long as the Rights are then redeemable, amend any provision of the Rights Agreement, as determined by the Company in its sole discretion.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment to the Agreement.
(a) Section 7(a)(i) of the Agreement is hereby amended by replacing the reference to the date “July 27, 2015” with “May 5, 2015.”
Section 2. Amendment of Exhibits.
(a) The exhibits to the Agreement shall be deemed to be amended by replacing any reference to the date “July 27, 2015” with “May 5, 2015.”
Section 3. Governing Law.
This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state; provided however, that all provisions regarding the rights, duties, obligations and immunities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state.
Section 4. Severability.
If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 5. Effect of Amendment.
This Amendment is effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the event of a conflict or inconsistency between this Amendment and the Agreement and the exhibits thereto, the provisions of this Amendment will govern. Any reference to the Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment.
Section 6. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date and year first above written.
MATTSON TECHNOLOGY, INC.
By: /s/ TYLER PURVIS
Tyler Purvis
Senior Vice President, Chief Accounting Officer and Corporate Controller
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ JOSEPH S. CAMPBELL
Name: Joseph S. Campbell
Title: Vice President
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