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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mattson Technology, Inc. | NASDAQ:MTSN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.60 | 0 | 01:00:00 |
Delaware
|
77-0208119
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Net revenue
|
$
|
28,689
|
|
|
$
|
58,254
|
|
Cost of goods sold
|
20,400
|
|
|
36,860
|
|
||
Gross margin
|
8,289
|
|
|
21,394
|
|
||
Operating expenses:
|
|
|
|
|
|||
Research, development and engineering
|
4,496
|
|
|
5,250
|
|
||
Selling, general and administrative
|
6,735
|
|
|
8,841
|
|
||
Restructuring and other charges
|
1,108
|
|
|
—
|
|
||
Total operating expenses
|
12,339
|
|
|
14,091
|
|
||
Income (loss) from operations
|
(4,050
|
)
|
|
7,303
|
|
||
Interest income (expense), net
|
(30
|
)
|
|
(34
|
)
|
||
Other income (expense), net
|
88
|
|
|
(443
|
)
|
||
Income (loss) before income taxes
|
(3,992
|
)
|
|
6,826
|
|
||
Provision for income taxes
|
9
|
|
|
521
|
|
||
Net income (loss)
|
$
|
(4,001
|
)
|
|
$
|
6,305
|
|
Net income (loss) per share:
|
|
|
|
|
|
||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.08
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.08
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||
Basic
|
75,523
|
|
|
74,700
|
|
||
Diluted
|
75,523
|
|
|
77,265
|
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Net income (loss)
|
$
|
(4,001
|
)
|
|
$
|
6,305
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||
Changes in foreign currency translation adjustments
|
264
|
|
|
(1,534
|
)
|
||
Other comprehensive income (loss)
|
264
|
|
|
(1,534
|
)
|
||
Comprehensive income (loss)
|
$
|
(3,737
|
)
|
|
$
|
4,771
|
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
21,006
|
|
|
$
|
33,427
|
|
Accounts receivable, net of allowance for doubtful accounts of $672 as of March 27, 2016 and $672 as of December 31, 2015
|
26,476
|
|
|
21,685
|
|
||
Advance billings
|
2,111
|
|
|
1,639
|
|
||
Inventories
|
48,275
|
|
|
50,020
|
|
||
Prepaid expenses and other current assets
|
5,327
|
|
|
6,057
|
|
||
Total current assets
|
103,195
|
|
|
112,828
|
|
||
Property and equipment, net
|
9,002
|
|
|
8,236
|
|
||
Restricted cash
|
1,811
|
|
|
1,811
|
|
||
Other assets
|
405
|
|
|
438
|
|
||
Total assets
|
$
|
114,413
|
|
|
$
|
123,313
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
14,040
|
|
|
$
|
16,912
|
|
Accrued compensation and benefits
|
2,917
|
|
|
4,707
|
|
||
Deferred revenues, current
|
5,649
|
|
|
5,144
|
|
||
Other current liabilities
|
4,692
|
|
|
6,195
|
|
||
Total current liabilities
|
27,298
|
|
|
32,958
|
|
||
Deferred revenues, non-current
|
250
|
|
|
375
|
|
||
Other liabilities
|
2,638
|
|
|
2,456
|
|
||
Total liabilities
|
30,186
|
|
|
35,789
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, 2,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001, 120,000 shares authorized; 80,120 shares issued and 75,647 shares outstanding as of March 27, 2016; 79,853 shares issued and 75,443 shares outstanding as of December 31, 2015
|
80
|
|
|
80
|
|
||
Additional paid-in capital
|
693,068
|
|
|
692,407
|
|
||
Accumulated other comprehensive income
|
16,553
|
|
|
16,289
|
|
||
Treasury stock, 4,473 shares as of March 27, 2016 and 4,410 shares as of December 31, 2015
|
(38,861
|
)
|
|
(38,640
|
)
|
||
Accumulated deficit
|
(586,613
|
)
|
|
(582,612
|
)
|
||
Total stockholders' equity
|
84,227
|
|
|
87,524
|
|
||
Total liabilities and stockholders' equity
|
$
|
114,413
|
|
|
$
|
123,313
|
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Cash flows from operating activities:
|
|
||||||
Net income (loss)
|
$
|
(4,001
|
)
|
|
$
|
6,305
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
784
|
|
|
610
|
|
||
Stock-based compensation
|
519
|
|
|
516
|
|
||
Other non-cash items
|
(22
|
)
|
|
253
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
(4,803
|
)
|
|
(4,820
|
)
|
||
Advance billings
|
(472
|
)
|
|
265
|
|
||
Inventories
|
929
|
|
|
(757
|
)
|
||
Prepaid expenses and other assets
|
802
|
|
|
57
|
|
||
Accounts payable
|
(2,909
|
)
|
|
(340
|
)
|
||
Accrued compensation and benefits and other current liabilities
|
(3,304
|
)
|
|
823
|
|
||
Deferred revenues
|
381
|
|
|
(100
|
)
|
||
Other liabilities
|
169
|
|
|
138
|
|
||
Net cash provided by (used in) operating activities
|
(11,927
|
)
|
|
2,950
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(454
|
)
|
|
(458
|
)
|
||
Other
|
3
|
|
|
—
|
|
||
Net cash used in investing activities
|
(451
|
)
|
|
(458
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net of RSU settlements
|
(79
|
)
|
|
1,225
|
|
||
Net cash provided by (used in) financing activities
|
(79
|
)
|
|
1,225
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
36
|
|
|
(31
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(12,421
|
)
|
|
3,686
|
|
||
Cash and cash equivalents, beginning of period
|
33,427
|
|
|
22,760
|
|
||
Cash and cash equivalents, end of period
|
$
|
21,006
|
|
|
$
|
26,446
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Transfer of inventories into property and equipment
|
$
|
932
|
|
|
$
|
1,988
|
|
1.
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
BALANCE SHEET DETAILS
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
Inventories:
|
|
||||||
Purchased parts and raw materials
|
$
|
32,751
|
|
|
$
|
33,624
|
|
Work-in-process
|
12,533
|
|
|
12,793
|
|
||
Finished goods
|
2,991
|
|
|
3,603
|
|
||
|
$
|
48,275
|
|
|
$
|
50,020
|
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
Prepaid expenses and other current assets:
|
|
||||||
Value-added tax
|
$
|
2,749
|
|
|
$
|
3,194
|
|
Other current assets
|
2,578
|
|
|
2,863
|
|
||
|
$
|
5,327
|
|
|
$
|
6,057
|
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
Property and equipment, net:
|
|
||||||
Machinery and equipment
|
$
|
41,913
|
|
|
$
|
41,463
|
|
Furniture and fixtures
|
8,635
|
|
|
8,531
|
|
||
Leasehold improvements
|
16,855
|
|
|
16,396
|
|
||
|
67,403
|
|
|
66,390
|
|
||
Less: accumulated depreciation
|
(58,401
|
)
|
|
(58,154
|
)
|
||
|
$
|
9,002
|
|
|
$
|
8,236
|
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
Other current liabilities:
|
|
||||||
Warranty
|
$
|
2,545
|
|
|
$
|
3,040
|
|
Value-added tax
|
387
|
|
|
1,250
|
|
||
Accrued restructuring charge, current
|
8
|
|
|
8
|
|
||
Other
|
1,752
|
|
|
1,897
|
|
||
|
$
|
4,692
|
|
|
$
|
6,195
|
|
3.
|
FAIR VALUE MEASUREMENT
|
|
March 27, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value Measurements at
Reporting Date Using
|
|
Fair Value Measurements at
Reporting Date Using
|
||||||||||||
|
(Level 1)
|
|
Total
|
|
(Level 1)
|
|
Total
|
||||||||
Assets measured at fair value:
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
10,019
|
|
|
$
|
10,019
|
|
|
$
|
15,011
|
|
|
$
|
15,011
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
1,808
|
|
|
1,808
|
|
|
1,808
|
|
|
1,808
|
|
||||
Total assets measured at fair value
|
$
|
11,827
|
|
|
$
|
11,827
|
|
|
$
|
16,819
|
|
|
$
|
16,819
|
|
4.
|
BUSINESS COMBINATION
|
5.
|
REVOLVING CREDIT FACILITY
|
6.
|
COMMITMENTS AND CONTINGENCIES
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Beginning balance
|
$
|
3,040
|
|
|
$
|
2,803
|
|
Warranties issued in the period
|
262
|
|
|
872
|
|
||
Costs to service warranties
|
(1,029
|
)
|
|
(982
|
)
|
||
Warranty accrual adjustments
|
272
|
|
|
650
|
|
||
Ending balance
|
$
|
2,545
|
|
|
$
|
3,343
|
|
|
Number of Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted- Average Remaining Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(thousands)
|
|
(per share)
|
|
(years)
|
|
(thousands)
|
|||||
Outstanding as of December 31, 2015
|
4,172
|
|
|
$
|
2.04
|
|
|
|
|
|
||
Exercised
|
(89
|
)
|
|
$
|
1.59
|
|
|
|
|
|
||
Forfeited or expired
|
(18
|
)
|
|
$
|
1.12
|
|
|
|
|
|
||
Outstanding as of March 27, 2016
|
4,065
|
|
|
$
|
2.05
|
|
|
3.9
|
|
$
|
6,512
|
|
Exercisable as of March 27, 2016
|
2,857
|
|
|
$
|
1.85
|
|
|
3.4
|
|
$
|
5,160
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Weighted-average fair value of options granted, per share
|
$
|
—
|
|
|
$
|
1.67
|
|
Intrinsic value of options exercised
|
$
|
177
|
|
|
$
|
1,940
|
|
Cash received from options exercised
|
$
|
142
|
|
|
$
|
1,526
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(thousands)
|
|
(per share)
|
|||
Outstanding as of December 31, 2015
|
1,289
|
|
|
$
|
2.78
|
|
Released
|
(178
|
)
|
|
$
|
2.13
|
|
Forfeited
|
(7
|
)
|
|
$
|
2.95
|
|
Outstanding as of March 27, 2016
|
1,104
|
|
|
$
|
2.88
|
|
8.
|
STOCK-BASED COMPENSATION
|
|
Three Months Ended
|
||
|
March 27,
2016 |
|
March 29,
2015 |
Expected dividend yield
|
N/A
|
|
—
|
Expected stock price volatility
|
N/A
|
|
66%
|
Risk-free interest rate
|
N/A
|
|
1.1%
|
Expected life of options in years
|
N/A
|
|
4.0
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Stock-based compensation by type of award:
|
|
||||||
Stock options
|
$
|
199
|
|
|
$
|
245
|
|
Restricted stock units
|
313
|
|
|
266
|
|
||
Employee stock purchase plan
|
7
|
|
|
5
|
|
||
|
$
|
519
|
|
|
$
|
516
|
|
Stock-based compensation by category of expense:
|
|
||||||
Cost of goods sold
|
$
|
46
|
|
|
$
|
34
|
|
Research, development and engineering
|
42
|
|
|
63
|
|
||
Selling, general and administrative
|
431
|
|
|
419
|
|
||
|
$
|
519
|
|
|
$
|
516
|
|
9.
|
GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION
|
|
Three Months Ended
|
||||||||||
|
March 27, 2016
|
|
March 29, 2015
|
||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
Net revenue:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
3,247
|
|
|
11
|
|
$
|
8,568
|
|
|
15
|
China
|
11,395
|
|
|
40
|
|
3,599
|
|
|
6
|
||
South Korea
|
6,430
|
|
|
22
|
|
33,998
|
|
|
58
|
||
Taiwan
|
2,509
|
|
|
9
|
|
5,520
|
|
|
10
|
||
Other Asia
|
4,137
|
|
|
15
|
|
5,365
|
|
|
9
|
||
Europe and others
|
971
|
|
|
3
|
|
1,204
|
|
|
2
|
||
|
$
|
28,689
|
|
|
100
|
|
$
|
58,254
|
|
|
100
|
|
March 27,
2016 |
|
December 31,
2015 |
||||
Property and equipment, net:
|
|
||||||
United States
|
$
|
3,120
|
|
|
$
|
3,350
|
|
Germany
|
5,720
|
|
|
4,712
|
|
||
Others
|
162
|
|
|
174
|
|
||
|
$
|
9,002
|
|
|
$
|
8,236
|
|
11.
|
NET INCOME (LOSS) PER SHARE
|
|
Three Months Ended
|
||||||
|
March 27,
2016 |
|
March 29,
2015 |
||||
Numerator:
|
|
||||||
Net income (loss)
|
$
|
(4,001
|
)
|
|
$
|
6,305
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding - basic
|
75,523
|
|
|
74,700
|
|
||
Effect of dilutive stock options and restricted stock units
|
—
|
|
|
2,565
|
|
||
Weighted-average shares outstanding - diluted
|
75,523
|
|
|
77,265
|
|
||
Net income (loss) per share of common stock:
|
|
|
|
||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.08
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.08
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Our etch products, specifically our
paradigmE
XP systems, continue to run high volume production in advanced DRAM, NAND and 3D-NAND wafer fabs. The combination of the
paradigmE XP’s
technical capabilities and high productivity have established an etch market position in the memory segment.
|
•
|
Our conventional RTP product, the Helios XP, has established industry leading technical performance in 20 nanometer foundry/logic and memory volume production sites with its dual side wafer heating and differential thermal energy control.
|
•
|
Our millisecond anneal system, the Millios, is running advanced foundry/logic volume production at multiple manufacturing sites. The Millios, with our proprietary arc lamp technology, achieves leading device performance as well as higher production throughput and system availability.
|
•
|
Our dry strip products continue to make a steady contribution to our business.
|
|
Three Months Ended
|
|
|
|
|||||||||||||||||
|
March 27, 2016
|
|
March 29, 2015
|
|
Increase (Decrease)
|
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
|||||||||
Net revenue
|
$
|
28,689
|
|
|
100.0
|
|
|
$
|
58,254
|
|
|
100.0
|
|
|
$
|
(29,565
|
)
|
|
(50.8
|
)
|
|
Cost of goods sold
|
20,400
|
|
|
71.1
|
|
|
36,860
|
|
|
63.3
|
|
|
(16,460
|
)
|
|
(44.7
|
)
|
|
|||
Gross margin
|
8,289
|
|
|
28.9
|
|
|
21,394
|
|
|
36.7
|
|
|
(13,105
|
)
|
|
(61.3
|
)
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research, development and engineering
|
4,496
|
|
|
15.6
|
|
|
5,250
|
|
|
9.0
|
|
|
(754
|
)
|
|
(14.4
|
)
|
|
|||
Selling, general and administrative
|
6,735
|
|
|
23.5
|
|
|
8,841
|
|
|
15.2
|
|
|
(2,106
|
)
|
|
(23.8
|
)
|
|
|||
Restructuring and other charges
|
1,108
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|
n/m
|
|
(1)
|
|||
Total operating expenses
|
12,339
|
|
|
43.0
|
|
|
14,091
|
|
|
24.2
|
|
|
(1,752
|
)
|
|
(12.4
|
)
|
|
|||
Income (loss) from operations
|
(4,050
|
)
|
|
(14.1
|
)
|
|
7,303
|
|
|
12.5
|
|
|
(11,353
|
)
|
|
n/m
|
|
(1)
|
|||
Interest income (expense), net
|
(30
|
)
|
|
(0.1
|
)
|
|
(34
|
)
|
|
—
|
|
|
4
|
|
|
(11.8
|
)
|
|
|||
Other income (expense), net
|
88
|
|
|
0.3
|
|
|
(443
|
)
|
|
(0.8
|
)
|
|
531
|
|
|
n/m
|
|
(1)
|
|||
Income (loss) before income taxes
|
(3,992
|
)
|
|
(13.9
|
)
|
|
6,826
|
|
|
11.7
|
|
|
(10,818
|
)
|
|
n/m
|
|
(1)
|
|||
Provision for income taxes
|
9
|
|
|
—
|
|
|
521
|
|
|
0.9
|
|
|
(512
|
)
|
|
(98.3
|
)
|
|
|||
Net income (loss)
|
$
|
(4,001
|
)
|
|
(13.9
|
)
|
|
$
|
6,305
|
|
|
10.8
|
|
|
$
|
(10,306
|
)
|
|
n/m
|
|
(1)
|
|
Three Months Ended
|
|||||||||||||
|
March 27, 2016
|
|
March 29, 2015
|
|
Increase (Decrease)
|
|||||||||
|
|
|
Amount
|
|
Percent
|
|||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
3,247
|
|
|
$
|
8,568
|
|
|
$
|
(5,321
|
)
|
|
(62
|
)
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|||
South Korea
|
6,430
|
|
|
33,998
|
|
|
(27,568
|
)
|
|
(81
|
)
|
|||
China
|
11,395
|
|
|
3,599
|
|
|
7,796
|
|
|
217
|
|
|||
Taiwan
|
2,509
|
|
|
5,520
|
|
|
(3,011
|
)
|
|
(55
|
)
|
|||
Other Asia
|
4,137
|
|
|
5,365
|
|
|
(1,228
|
)
|
|
(23
|
)
|
|||
Europe and others
|
971
|
|
|
1,204
|
|
|
(233
|
)
|
|
(19
|
)
|
|||
|
25,442
|
|
|
49,686
|
|
|
(24,244
|
)
|
|
(49
|
)
|
|||
Total net revenue
|
$
|
28,689
|
|
|
$
|
58,254
|
|
|
$
|
(29,565
|
)
|
|
(51
|
)
|
|
Three Months Ended
|
||||||
|
March 27, 2016
|
|
March 29, 2015
|
||||
Net cash provided by (used in) operating activities
|
$
|
(15,928
|
)
|
|
$
|
9,255
|
|
Net cash used in investing activities
|
(451
|
)
|
|
(458
|
)
|
||
Net cash provided by (used in) financing activities
|
(79
|
)
|
|
1,225
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
36
|
|
|
(31
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(16,422
|
)
|
|
$
|
9,991
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
•
|
we may be required to reduce planned expenditures or investments;
|
•
|
we may be unable to compete in our newer or developing markets;
|
•
|
suppliers may require standby letters of credit before delivering goods and services, which will result in additional demands on our cash;
|
•
|
we may not be able to obtain and maintain normal terms with suppliers;
|
•
|
customers may delay or discontinue entering into contracts with us; and
|
•
|
our ability to retain management and other key individuals may be negatively affected.
|
•
|
system performance;
|
•
|
cost of ownership;
|
•
|
size of the installed base;
|
•
|
breadth of product line;
|
•
|
delivery speed; and
|
•
|
customer support.
|
•
|
broader product lines;
|
•
|
greater experience with handling manufacturing cycles;
|
•
|
substantially larger customer bases; and
|
•
|
substantially greater customer support, financial, technical and marketing resources.
|
•
|
if the Merger is not completed, and no other party is willing and able to acquire us at a price of $3.80 per share or higher, on terms acceptable to us, the share price of our common stock is likely to decline;
|
•
|
we have incurred, and continue to incur, significant transaction costs in connection with the proposed Merger, for which we will have received little or no benefit if the Merger is not completed. Many of these costs will be payable even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger;
|
•
|
a failed Merger may result in negative publicity and/or give a negative impression of us in the investment community or business community generally, and could have an adverse effect on our on-going operations including, but not limited to, retaining and attracting employees, and reduced ability to attract evaluation engagements and to sell our products; and
|
•
|
if the Merger Agreement is terminated under specified circumstances, we may be required to pay Parent a termination fee.
|
•
|
diversion of significant management time and resources towards the completion of the Merger;
|
•
|
impairment of our ability to attract and retain key personnel;
|
•
|
difficulties maintaining relationships with employees, customers and other business partners;
|
•
|
restriction on the conduct of our business prior to the completion of the Merger, which prevent us from taking specified actions without the prior consent of Parent, which we might otherwise take in the absence of the Merger Agreement; and
|
•
|
litigation relating to the Merger, of which several suits have been filed to date, and the related costs of such litigation.
|
•
|
burdensome governmental controls, laws, regulations, tariffs, duties, taxes, restrictions, embargoes or export license requirements;
|
•
|
unexpected changes in laws or regulations prompted by economic stress, such as protectionism, and other attempts to rectify real or perceived international trade imbalances;
|
•
|
exchange rate volatility;
|
•
|
the need to comply with a wide variety of foreign and U.S. customs, export and other laws;
|
•
|
political and economic instability;
|
•
|
government-sponsored competition;
|
•
|
differing labor regulations;
|
•
|
reduced protection for, and increased misappropriation of, intellectual property;
|
•
|
difficulties in accounts receivable collections;
|
•
|
increased costs for product shipments and potential difficulties from shipment delays;
|
•
|
difficulties in managing distributors, representatives, contract manufacturers and suppliers;
|
•
|
difficulties in staffing and managing foreign subsidiary operations; and
|
•
|
natural disasters, acts of war, terrorism, widespread illness or other catastrophes affecting foreign countries.
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited;
|
•
|
a substantial portion of our cash flows from operations in the future will be dedicated to the repayment of the credit facility; and
|
•
|
we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions.
|
•
|
our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock;
|
•
|
our board of directors is staggered into three classes, only one of which is elected at each annual meeting;
|
•
|
stockholder action by written consent is prohibited;
|
•
|
nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements;
|
•
|
certain provisions in our bylaws and certificate of incorporation such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3 percent of our outstanding voting stock;
|
•
|
the ability of our stockholders to call special meetings of stockholders is prohibited; and
|
•
|
subject to certain exceptions requiring stockholder approval, our board of directors is expressly authorized to make, alter or repeal our bylaws.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Incorporated By Reference
|
|
Filed
|
||||
Number
|
|
Description
|
Form
|
|
Date
|
|
Number
|
|
Within
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Mattson Technology, Inc.
|
8-K/A
|
|
1/30/2001
|
|
3(i)
|
|
|
3.2
|
|
Amended and Restated Bylaws of Mattson Technology, Inc.
|
8-K
|
|
12/22/2010
|
|
3.1
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Sarbanes‑Oxley Act Section 302(a)
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Sarbanes‑Oxley Act Section 302(a)
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
X
|
|
M
ATTSON
T
ECHNOLOGY
, I
NC
.
|
|
(Registrant)
|
|
By:
/s/ F
USEN
E. C
HEN
|
|
Fusen E. Chen
President and Chief Executive Officer
(Principal Executive Officer)
|
|
By:
/s/ J. M
ICHAEL
D
ODSON
|
|
J. Michael Dodson
Chief Operating Officer, Chief Financial Officer, Executive Vice President and Secretary
(Principal Financial Officer)
|
|
By:
/s/ T
YLER
P
URVIS
|
|
Tyler Purvis
Senior Vice President, Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer)
|
1 Year Mattson Technology, Inc. Chart |
1 Month Mattson Technology, Inc. Chart |
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