UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Mattson Technology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
577223100
(CUSIP Number)
Paul J. Solit
POTOMAC CAPITAL MANAGEMENT LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
With copies to:
STEVEN WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
June 14, 2012
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 577223100
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC, OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,631,770 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,631,770 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,631,770 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
2
CUSIP NO. 577223100
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT II, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,631,770 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,631,770 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,631,770 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
3
CUSIP NO. 577223100
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,666,279 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,666,279 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,279 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
4
CUSIP NO. 577223100
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,666,279 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,666,279 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,279 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 577223100
| 1 | NAME OF REPORTING PERSON PAUL J. SOLIT | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,500 | |
| 8 | SHARED VOTING POWER 4,298,049 | ||
| 9 | SOLE DISPOSITIVE POWER 6,500 | ||
| 10 | SHARED DISPOSITIVE POWER 4,298,049 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,304,549 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
6
CUSIP NO. 577223100
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Potomac Capital Partners II, L.P., a Delaware limited partnership (“PCP II”), Potomac Capital Management II, L.L.C., a Delaware limited liability company (“Potomac Management II”), Potomac Capital Partners L.P., a Delaware limited partnership (“PCP”), Potomac Capital Management, L.L.C., a Delaware limited liability company (“Potomac Management”), and Paul J. Solit. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 825 Third Ave, 33rd Floor, New York, New York 10022.
(c) The principal business of PCP II is investing in securities. The principal business of Potomac Management II is acting as the general partner of PCP II. The principal business of PCP is investing in securities. The principal business of Potomac Management is acting as the general partner of PCP. The principal occupation of Mr. Solit is serving as the managing member of each of Potomac Management II and Potomac Management.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of PCP II, Potomac Management II, PCP and Potomac Management are organized under the laws of the State of Delaware. Mr. Solit is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 2,631,770 Shares owned directly by PCP II is approximately $4,139,979, including brokerage commissions. Of the 2,631,770 Shares owned directly by PCP II, 2,280,000 Shares were contributed by a limited partner to PCP II pursuant to its limited partnership agreement and 351,770 Shares were acquired with its working capital.
The aggregate purchase price of the 1,666,279 Shares owned directly by PCP is approximately $2,805,933, including brokerage commissions. The Shares owned directly by PCP were acquired with its working capital.
PCP II and PCP each effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
7
CUSIP NO. 577223100
The aggregate purchase price of the 6,500 Shares owned directly by Mr. Solit’s minor children, which Mr. Solit may be deemed to beneficially own, is approximately $12,029. Such Shares were acquired with personal funds.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 62,656,088 Shares outstanding, which is the total number of Shares outstanding as of May 1, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012.
As of the close of business on June 15, 2012, PCP II beneficially owns 2,631,770 Shares, constituting approximately 4.2% of the Shares outstanding. By virtue of their relationships with PCP II discussed in further detail in Item 2, each of Potomac Management II and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP II.
As of the close of business on June 15, 2012, PCP beneficially owns 1,666,279 Shares, constituting approximately 2.7% of the Shares outstanding. By virtue of their relationships with PCP discussed in further detail in Item 2, each of Potomac Management and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP.
As of the close of business on June 15, 2012, Mr. Solit may be deemed to beneficially own the 6,500 Shares owned directly by Mr. Solit’s minor children, constituting less than one percent of the Shares outstanding.
(b) PCP II, Potomac Management II and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP II. PCP, Potomac Management and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP. Mr. Solit has sole voting and dispositive power over the Shares owned directly by his minor children.
(c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
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CUSIP NO. 577223100
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: June 18, 2012 | POTOMAC CAPITAL PARTNERS II, L.P. | |
| By: | Potomac Capital Management II, L.L.C. | |
| General Partner | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
| POTOMAC CAPITAL MANAGEMENT II, L.L.C. | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
| POTOMAC CAPITAL PARTNERS L.P. | ||
| By: | Potomac Capital Management, L.L.C. | |
| General Partner | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
| POTOMAC CAPITAL MANAGEMENT, L.L.C. | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
/s/ Paul J. Solit | |
| PAUL J. SOLIT |
9
CUSIP NO. 577223100
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
POTOMAC CAPITAL PARTNERS II, L.P.
| (19,703) | 1.8136 | 6/14/2012 | |
| (9,461) | 1.8034 | 6/15/2012 |
POTOMAC CAPITAL MANAGEMENT II, L.L.C.
None
POTOMAC CAPITAL PARTNERS L.P.
| (12,597) | 1.8136 | 6/14/2012 | |
| (6,049) | 1.8034 | 6/15/2012 |
POTOMAC CAPITAL MANAGEMENT, L.L.C.
None
PAUL J. SOLIT
(Including Children)
None