As filed with the Securities and Exchange Commission on May 24, 2016
Registration No. 033-94972
Registration No. 033-85272
Registration No. 333-39129
Registration No. 333-59859
Registration No. 333-87715
Registration No. 333-41954
Registration No. 333-54010
Registration No. 333-63156
Registration No. 333-100094
Registration No. 333-128529
Registration No. 333-113683
Registration No. 333-130419
Registration No. 333-183742
Registration No. 333-119799
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 033-94972)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 033-85272)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-39129)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-59859)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-87715)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-41954)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-54010)
Post-Effective Amendment No. 2 to Form S-8 Registration Statement (No. 333-63156)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-128529)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-183742)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-130419)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-119799)
Post-Effective Amendment No. 2 to Form S-8 Registration Statement (No. 333-100094)
Post-Effective Amendment No. 2 to Form S-8 Registration Statement (No. 333-113683)
UNDER
THE
SECURITIES ACT OF 1933
MATTSON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0208119
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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47131 Bayside Parkway,
Fremont, California 94538
(510) 657-5900
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mattson
Technology, Inc. Amended and Restated 1989 Stock Option Plan
Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
Mattson Technology, Inc. 2005 Equity Incentive Plan
Mattson Technology, Inc. 2012 Equity Incentive Plan
Mattson Technology, Inc. Nonqualified Deferred Compensation Plan
CFM Technologies Amended and Restated 1992 Employee Stock Option Plan
CFM Technologies Amended and Restated 1995 Incentive Plan
CFM Technologies Amended and Restated Non-Employee Director’s Plan
CFM Technologies Non-Plan Stock Options
(Full titles of the plans)
J. Michael
Dodson
Chief Financial Officer and Chief Operating Officer
Mattson Technology, Inc.
47131 Bayside Parkway
Fremont, CA 94538
(510)
657-5900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Christopher L. Kaufman
Chad Rolston
Latham &
Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Telephone: (650) 328-4600
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Emilie Fukada
c/o Mattson Technology, Inc.
47131 Bayside Parkway
Fremont, California 94538
(510) 657-5900
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
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Large Accelerated filer
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¨
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Accelerated filer
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x
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Non-Accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to an Agreement and Plan of Merger, dated as of December 1, 2015 (the “Agreement”), by and among Mattson Technology,
Inc., a Delaware corporation (the “Registrant”), Beijing E-Town Dragon Semiconductor Industry Investment Center (Limited Partnership), a PRC limited partnership (“Parent”), and Dragon Acquisition Sub, Inc., a Delaware corporation
and a subsidiary of Parent (“Merger Sub”), on May 11, 2016, Merger Sub was merged with and into the Registrant with the Registrant surviving as a subsidiary of Parent, at which time the Registrant’s equity securities ceased to be
publicly traded.
The Registrant previously registered shares of the Registrant’s Common Stock, $0.001 par value per share, under the
below referenced Registration Statements on Form S-8 (the “Registration Statements”) concerning shares issuable or issued under certain employee benefit and equity plans and agreements. As a result of the consummation of the transactions
contemplated by the Agreement, the Registrant has terminated all offerings of its securities pursuant to the below referenced Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to
remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant
to the Registration Statements that remain unsold as of the date hereof.
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Registration
No.
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Date Filed
With
the SEC
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Name of Equity Plan
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Number of Shares of
Common Stock
Originally Registered
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033-94972
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07/25/1995
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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400,000
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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033-85272
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10/27/1994
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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1,367,449
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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333-39129
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10/31/1997
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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300,000
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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400,000
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333-59859
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07/24/1998
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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250,000
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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450,000
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333-87715
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09/24/1999
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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1,125,000
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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475,000
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333-41954
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07/21/2000
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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900,000
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333-54010
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01/19/2001
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Mattson Technology, Inc. Amended and Restated 1989 Stock Option Plan
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2,100,000
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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250,000
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CFM Technologies Amended and Restated 1992 Employee Stock Option Plan
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247,566
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CFM Technologies Amended and Restated 1995 Incentive Plan
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640,905
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CFM Technologies Amended and Restated Non-Employee Director’s Plan
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18,594
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CFM Technologies Non-Plan Stock Options
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20,850
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333-63156
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06/15/2001
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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800,000
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333-100094
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09/25/2002
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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1,000,000
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333-113683
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03/17/2004
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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700,000
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333-119799
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10/18/2004
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Mattson Technology, Inc. 1994 Employee Stock Purchase Plan
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1,500,000
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333-128529
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09/23/2005
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Mattson Technology, Inc. 2005 Equity Incentive Plan
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11,975,000
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333-130419
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12/16/2005
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Mattson Technology, Inc. Nonqualified Deferred Compensation Obligations
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$
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10,000,000
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333-183742
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09/06/2012
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Mattson Technology, Inc. 2012 Equity Incentive Plan
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5,000,000
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on this 24th day of May, 2016.
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MATTSON TECHNOLOGY, INC.
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By:
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/s/ Tyler Purvis
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Tyler Purvis
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Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
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