UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                         ---------------------

                               FORM 10-Q/A

                               (Mark One)

      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended July 1, 2001

                                   OR

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________________ to __________________

                              ---------------------

                         Commission file number 0-21970

                              ---------------------


                            MATTSON TECHNOLOGY, INC.
                            ------------------------
              (Exact name of registrant as specified in its charter)



                  Delaware                                77-0208119
                  --------                                ----------
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)



     2800 Bayview Drive, Fremont, California                 94538
    ----------------------------------------                 -----
    (Address of principal executive offices)              (Zip Code)

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

                              ---------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___


     Number of shares of common stock outstanding as of July 31, 2001:
37,745,124




<PAGE>

                    MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES

                              TABLE OF CONTENTS**
                                                                      PAGE NO.
                                                                      --------

                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements...............................................3

          Condensed Consolidated Balance Sheets at July 1, 2001
             and December 31, 2000...........................................3

          Condensed Consolidated Statements of Operations for the three and
             six months ended July 1, 2001 and June 25, 2000*................4

          Condensed Consolidated Statements of Cash Flows for the six months
             ended July 1, 2001 and June 25, 2000............................5

          Notes to Condensed Consolidated Financial Statements*..............6


Item 2.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations*.........................................17




                           PART II. OTHER INFORMATION


Signatures..................................................................30



*    As amended.  See Notes to Consolidated Financial Statements.

**   Item 3 of Part I and Part II was not amended and, accordingly, are not
     included herein.



                                       2

<PAGE>

The undersigned registrant hereby amends the following items, financial
statements and other portions of its Quarterly Report on Form 10-Q for the
Quarter ended July 1, 2001 filed August 15, 2001 as set forth in the pages
attached hereto.

                        PART I -- FINANCIAL INFORMATION

1.   Financial Statements

                   MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in thousands)


<TABLE>
<CAPTION>

                                     ASSETS
                                                        Jul. 1,           Dec. 31,
                                                         2001               2000
                                                       ---------          ---------
Current assets:
<S>                                                    <C>                <C>
  Cash and cash equivalents                            $  31,459          $  33,431
  Restricted cash                                         31,995             31,995
  Short-term investments                                  21,584             38,814
  Accounts receivable, net                                75,217             20,425
  Advance billings                                        60,346             40,704
  Inventories, net                                       143,667             43,905
  Finished goods inventories shipped and                  55,624             11,528
    awaiting customer acceptance
  Deferred tax assets                                       --                4,010
  Prepaid expenses and other current assets               14,983              8,963
                                                       ---------          ---------
       Total current assets                              434,875            233,775
Property and equipment, net                               45,454             15,953
Long-term investments                                      2,036              9,287
Deferred tax assets                                         --                2,403
Goodwill, intangibles and other assets                   184,003              8,250
                                                       ---------          ---------
       Total assets                                    $ 666,368          $ 269,668
                                                       =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable - STEAG AG, a shareholder               $  44,555          $    --
  Current portion of long-term debt                          899               --
  Line of credit                                          10,908               --
  Accounts payable                                        27,099             15,091
  Accrued liabilities                                     65,457             27,746
  Deferred revenue                                       107,752             40,704
  Deferred income taxes                                    4,205               --
                                                       ---------          ---------
       Total current liabilities                         260,875             83,541
                                                       ---------          ---------
Long-term liabilities:
  Long-term debt                                           1,945               --
  Deferred income taxes                                   11,406               --
                                                       ---------          ---------
       Total long-term liabilities                        13,351               --
                                                       ---------          ---------
       Total liabilities                                 274,226             83,541
                                                       ---------          ---------

Stockholders' equity:
  Common stock                                                37                 20
  Additional paid-in capital                             496,812            198,835
  Accumulated other comprehensive loss                    (9,419)              (181)
  Treasury stock                                          (2,987)            (2,987)
  Retained deficit                                       (92,301)            (9,560)
                                                       ---------          ---------
       Total stockholders' equity                        392,142            186,127
                                                       ---------          ---------
                                                       $ 666,368          $ 269,668
                                                       =========          =========


     See accompanying notes to condensed consolidated financial statements.

                                       3

</TABLE>



<PAGE>

                   MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                          --------------------------           --------------------------
                                                           JUL. 1,                               JUL. 1,
                                                            2001            JUN. 25,              2001           JUN. 25,
                                                         (RESTATED)           2000             (RESTATED)          2000
                                                         ---------          --------            --------         --------
<S>                                                         <C>             <C>                <C>              <C>
Net sales                                                   $ 71,355        $ 44,484           $ 144,854        $ 84,441
Cost of sales                                                 56,190          23,048             106,517          44,654
                                                           ---------       ---------           ---------       ---------
  Gross profit                                                15,165          21,436              38,337          39,787
                                                            ---------       ---------           ---------       ---------
Operating expenses:
  Research, development and engineering                       16,108           6,867              35,009          13,165
  Selling, general and administrative                         23,458          12,907              55,332          23,465
  In-process research and development (Note 4)                  --              --                10,100            --
  Amortization of goodwill and intangibles                     9,624            --                20,023            --
                                                           ---------       ---------           ---------       ---------
     Total operating expenses                                 49,190          19,774             120,464          36,630
                                                           ---------       ---------           ---------       ---------
Income (loss) from operations                                (34,025)          1,662             (82,127)          3,157
Interest and other income, net                                 1,307           1,511               1,795           1,909
                                                           ---------       ---------           ---------       ---------
Income (loss) before provision for income taxes and
  cumulative effect of change in accounting principle        (32,718)          3,173             (80,332)          5,066
Provision for income taxes                                       397             317               2,409             506
                                                            ---------       ---------           ---------       ---------
Income (loss) before cumulative effect of change in          (33,115)          2,856             (82,741)          4,560
  accounting principle
Cumulative effect of change in accounting principle,
   net of tax                                                   --              --                  --            (8,080)
                                                           ---------       ---------           ---------       ---------
Net income (loss)                                          $ (33,115)      $   2,856           $ (82,741)      $  (3,520)
                                                           =========       =========           =========       =========
Income (loss) per share before cumulative
   effect of a change in accounting principle:
     Basic                                                 $   (0.90)      $    0.14           $   (2.25)      $    0.25
     Diluted                                               $   (0.90)      $    0.13           $   (2.25)      $    0.22

Cumulative effect of change in accounting principle:
     Basic                                                 $    --         $    --             $    --         $   (0.44)
     Diluted                                               $    --         $    --             $    --         $   (0.39)

Net income (loss) per share:
     Basic                                                 $   (0.90)      $    0.14           $   (2.25)      $   (0.19)
     Diluted                                               $   (0.90)      $    0.13           $   (2.25)      $   (0.17)

Shares used in computing net income (loss) per share:
     Basic                                                    36,804          19,877              36,709          18,370
     Diluted                                                  36,804          21,929              36,709          20,422

</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       4


<PAGE>


                    MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                                                 ------------------------
                                                                   JUL. 1,        JUN. 25,
                                                                    2001           2000
                                                                 ---------       ---------

Cash flows from operating activities:
<S>                                                               <C>             <C>
  Net loss                                                        $ (82,741)      $  (3,520)
  Adjustments  to reconcile  net loss to net cash
  used in operating activities:
     Cumulative effect of accounting change, net of tax                --             8,080
     Depreciation and amortization                                   10,760           2,264
     Deferred tax assets                                             (2,208)           --
     Allowance for doubtful accounts                                    339            --
     Amortization of goodwill and intangibles                        20,023             451
     Acquired in-process  research and  development                  10,100            --
     Changes in assets and liabilities,
       net of effect of acquisitions:
       Accounts receivable                                           20,379         (11,662)
       Advance billings                                             (19,642)         (8,270)
       Inventories                                                    9,402         (11,142)
       Inventories awaiting customer acceptance                     (44,096)         (1,470)
       Prepaid expenses and other current assets                     (2,645)            (97)
       Other assets                                                   5,700            (622)
       Accounts payable                                              (7,566)          1,699
       Accrued liabilities                                          (37,885)          4,383
       Deferred revenue                                              63,930           6,962
                                                                  ---------       ---------
Net cash used in operating activities                               (56,150)        (12,944)
                                                                  ---------       ---------
Cash flows from investing activities:
  Acquisition of property and equipment                             (10,361)         (2,454)
  Purchases and sales of investments, net                            24,490            --
  Net cash acquired from acquisitions                                38,016            --
                                                                  ---------       ---------
Net cash provided by (used in) investing activities                  52,145          (2,454)
                                                                  ---------       ---------
Cash flows from financing activities:
  Draws and repayment on line of credit, net                         11,010          (3,000)
  Payment of offering costs                                            --            (8,536)
  Proceeds from the issuance of common stock                          3,190         135,495
                                                                  ---------       ---------
Net cash provided by financing activities                            14,200         123,959
                                                                  ---------       ---------
Effect of exchange rate changes on cash and cash equivalents        (12,167)            (33)
                                                                  ---------       ---------
Net increase in cash and cash equivalents                            (1,972)        108,528
Cash and cash equivalents, beginning of period                       33,431          16,965
                                                                  ---------       ---------
Cash and cash equivalents                                         $  31,459       $ 125,493
                                                                  =========       =========
Supplemental disclosure of non-cash transactions:
    Common stock issued for businesses                            $ 294,804       $    --
                                                                  =========       =========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>


                    MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  July 1, 2001

                                   (unaudited)

Note 1  - Restatements and Reclassifications

     The Company has restated and reclassified its previously reported condensed
consolidated statements of operations for the three and six months ended July 1,
2001 filed on Form 10-Q with the Securities and Exchange Commission on August
15, 2001. As a result of an unintentional bookkeeping error whereby certain
intercompany transactions were not eliminated, net sales, cost of sales, and
selling, general and administrative expense were incorrectly reported in the
condensed consolidated statements of operations for the three and six months
ended July 1, 2001. The effect of such reclassifications is shown in the
following table:

(in thousands, except per share amounts)
(unaudited)

<TABLE>
<CAPTION>
                                                                Three Months                        Six Months
                                                             Ended July 1, 2001                 Ended July 1, 2001
                                                         ---------------------------           ------------------------
                                                         Previously                           Previously
                                                          Reported       As Restated           Reported     As Restated
                                                         ----------      -----------           --------     -----------

<S>                                                      <C>            <C>                  <C>            <C>
Net sales                                                $ 81,992         $ 71,355             $ 155,491      $ 144,854
Cost of sales                                              60,483           56,190               110,810        106,517
                                                          --------         --------              --------       --------
  Gross profit                                             21,509           15,165                44,681         38,337
                                                         --------         --------              --------       --------
Operating expenses:
  Research, development and engineering                    16,108           16,108                35,009         35,009
  Selling, general and administrative                      29,802           23,458                61,676         55,332
  In-process research and development                         -                 -                 10,100         10,100
  Amortization of goodwill and intangibles                  9,624            9,624                20,023         20,023
                                                         --------         --------              --------       --------
     Total operating expenses                              55,534           49,190               126,808        120,464
                                                         --------         --------              --------       --------
Loss from operations                                      (34,025)         (34,025)              (82,127)       (82,127)
Interest and other income, net                              1,307            1,307                 1,795          1,795
                                                         --------         --------              --------       --------
Loss before provision for income taxes                    (32,718)         (32,718)              (80,332)       (80,332)
Provision for income taxes                                    397              397                 2,409          2,409
                                                         --------         --------              --------       --------
Net loss                                                 $(33,115)        $(33,115)             $(82,741)      $(82,741)
                                                         ========         ========              ========       ========
Net loss per share:
     Basic                                               $  (0.90)        $  (0.90)             $  (2.25)      $  (2.25)
     Diluted                                             $  (0.90)        $  (0.90)             $  (2.25)      $  (2.25)
Shares used in computing net loss per share:
     Basic                                                 36,804           36,804                36,709         36,709
     Diluted                                               36,804           36,804                36,709         36,709

</TABLE>



                                       6
<PAGE>


Note 2 Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The condensed consolidated balance sheet as of December 31,
2000 has been derived from the audited financial statements as of that date, but
does not include all disclosures required by generally accepted accounting
principles.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Estimates are used for, but are not
limited to, the accounting for doubtful accounts, inventory reserves,
depreciation and amortization, sales returns, warranty costs and income taxes.
Actual results could differ from these estimates.

     These condensed consolidated financial statements include the accounts of
Mattson Technology and its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. The financial statements
should be read in conjunction with the audited financial statements included in
our Annual Report on Form 10-K for the year ended December 31, 2000.

     The results of operations for the three and six months ended July 1, 2001
are not necessarily indicative of results that may be expected for the entire
year ending December 31, 2001.

Note 3  Balance Sheet Detail (in thousands):


                                          JUL. 1,      DEC. 31,
                                           2001         2000
                                         ---------     -------

Inventories:
  Purchased parts and raw materials      $ 66,229      $ 25,108
  Work-in-process                          40,489        14,241
  Finished goods                           36,949         4,556
                                         --------      --------
                                         $143,667      $ 43,905
                                         ========      ========

Accrued liabilities:
  Warranty and installation reserve      $ 21,687      $ 10,540
  Accrued compensation and benefits        11,525         6,415
  Income taxes                              9,429         2,105
  Commissions                               4,389         2,130
  Other                                    18,427         6,556
                                         --------      --------
                                         $ 65,457      $ 27,746
                                         ========      ========



                                       7
<PAGE>

Note 4  Acquisitions

     On June 27, 2000, the Company entered into a definitive Strategic Business
Combination Agreement, subsequently amended by an Amendment to the Strategic
Business Combination Agreement dated December 15, 2000 ("Combination Agreement")
to acquire eleven direct and indirect subsidiaries, comprising the semiconductor
equipment division of STEAG Electronic Systems AG ("the STEAG Semiconductor
Division"), and entered into an Agreement and Plan of Merger ("Plan of Merger")
to acquire CFM Technologies, Inc ("CFM"). Both transactions were completed
simultaneously on January 1, 2001.

STEAG Semiconductor Division

     Pursuant to the Combination Agreement, the Company issued to STEAG
Electronic Systems AG ("SES") 11,850,000 shares of common stock valued at
approximately $124 million as of the date of the amended Combination Agreement,
obligation to pay SES $100,000 in cash, assumed certain obligations of SES and
STEAG AG, the parent company of SES, including certain intercompany indebtedness
owed by the acquired subsidiaries to SES in exchange for a secured promissory
note in the principal amount of $26.1 million (with an interest rate of 6%),
which was payable to SES, a shareholder, on July 2, 2001, for which the Company
is currently re-negotiating the terms of the obligation. Under the Combination
Agreement, the Company is also obligated to cause two acquired subsidiaries to
pay certain amounts based on profits for 2000 to SES, in an amount estimated to
be 37.6 million Deutsche Marks (approximately $18.1 million as of January 1,
2001 and $16.3 million as of July 1, 2001). The actual amount to be paid is
subject to adjustment based on an audit of the profits of the relevant
subsidiaries for 2000. This portion of the amount due to SES is payable in
Deutsche Marks and, accordingly, the Company has exposure for exchange rate
volatility. The Company reimbursed SES $3.3 million in acquisition related
costs, in April 2001. The Company also agreed to grant options to purchase
850,000 shares of common stock to employees of the STEAG Semiconductor Division
subsequent to the closing of the transaction, which is not included in the
purchase price of the STEAG Semiconductor Division. As part of the acquisition
transaction, the Company, SES, and Mr. Mattson entered into a Stockholder
Agreement dated December 15, 2000, providing for, among other things, the
election of two persons designated by SES to the Company's board of directors,
restrictions on future acquisitions or dispositions of Company common stock by
SES, and registration rights in favor of SES. The Company also entered into
several transition services agreements with SES, under which SES agreed to
provide specified payroll, communications, accounting information and
intellectual property administration services to certain German subsidiaries of
the Company for a term of one year. In fiscal year 2001, the Company estimates
that it will pay to SES approximately $700,000 in connection with the purchase
of services or supplies pursuant to the transition services agreements. In
addition, the Company entered into a manufacturing supply contract with a
company affiliated with SES, under which the Company has the right to utilize
manufacturing and assembly services based on an hourly rate. For fiscal 2001,
the Company is obligated to purchase at least $2.1 million worth of such
services. SES holds approximately 32% of the Company's common stock and
currently has two representatives on the Company's board of directors.



                                       8
<PAGE>

     The acquisition has been accounted for under the purchase method of
accounting and the results of operations of the STEAG Semiconductor Division
were included in the condensed consolidated statement of operations of the
Company from the date of acquisition. The purchase price of the acquisition of
$148.5 million, which included $6.1 million of estimated direct acquisition
related costs, was used to acquire the common stock of the eleven direct and
indirect subsidiaries of the STEAG Semiconductor Division. The allocation of the
purchase price to the assets acquired and liabilities assumed based on
preliminary estimates of fair value, which are subject to final adjustment, is
as follows (in thousands):



       Net tangible assets ........................         $ 109,054
       Acquired developed technology ..............            18,100
       Acquired workforce .........................            11,500
       Goodwill ...................................            11,766
       Acquired in-process research and development             5,400
       Deferred tax liability .....................            (7,273)
                                                            ---------
                                                            $ 148,547
                                                            =========

     Purchased intangible assets, including goodwill, workforce and developed
technology of approximately $41.4 million, are being amortized over their
estimated useful lives of seven, three and five years, respectively. The Company
attributed $5.4 million to in-process research and development which was
expensed immediately.

     In connection with the acquisition of the STEAG Semiconductor Division, the
Company allocated approximately $5.4 million of the purchase price to in-process
research and development projects. This allocation represented the estimated
fair value based on risk-adjusted cash flows related to the incomplete research
and development projects. At the date of acquisition, the development of these
projects had not yet reached technological feasibility, and the research and
development in progress had no alternative future uses. Accordingly, the
purchase price allocated to in-process research and development was expensed as
of the acquisition date.

     At the acquisition date, the STEAG Semiconductor Division was conducting
design, development, engineering and testing activities associated with the
completion of the Hybrid tool and the Single wafer tool. The projects under
development at the valuation date represent next-generation technologies that
are expected to address emerging market demands for wet processing equipment.

     At the acquisition date, the technologies under development were
approximately 60 percent complete based on engineering man-month data and
technological progress. The STEAG Semiconductor Division had spent approximately
$3.3 million on the in-process projects, and expected to spend approximately an
additional $2.4 million to complete all phases of the R&D. Anticipated
completion dates ranged from 10 to 18 months, at which times the Company expects
to begin benefiting from the developed technologies.

     In making its purchase price allocation, management considered present
value calculations of income, an analysis of project accomplishments and
remaining outstanding items, an assessment of overall contributions, as well as
project risks. The value assigned to purchased in-process technology was
determined by estimating the costs to develop the acquired technology into
commercially viable products, estimating the resulting net cash flows from the
projects, and discounting the net cash flows to their present value. The revenue
projection used to value the in-process research and development was based on
estimates of relevant market sizes and growth factors, expected trends in
technology, and the nature and expected timing of new product introductions by
the Company and its competitors. The resulting net cash flows from such projects
are based on management's estimates of cost of sales, operating expenses, and
income taxes from such projects.


                                       9
<PAGE>

     Aggregate revenues for the developmental STEAG Semiconductor Division
products were estimated to grow at a compounded annual growth rate of
approximately 41 percent for the seven years following introduction, assuming
the successful completion and market acceptance of the major R&D programs. The
estimated revenues for the in-process projects were expected to peak within five
years of acquisition and then decline sharply as other new products and
technologies are expected to enter the market.

     The rates utilized to discount the net cash flows to their present value
were based on estimated cost of capital calculations. Due to the nature of the
forecast and the risks associated with the projected growth and profitability of
the developmental projects, a discount rate of 23 percent was used to value the
in-process R&D. This discount rate was commensurate with the STEAG Semiconductor
Division stage of development and the uncertainties in the economic estimates
described above.

     If these projects are not successfully developed, the sales and
profitability of the combined company may be adversely affected in future
periods. Additionally, the value of other acquired intangible assets may become
impaired.


CFM Technologies

     Under the Plan of Merger with CFM, the Company agreed to acquire CFM in a
stock-for-stock merger in which the Company issued 0.5223 shares of its common
stock for each share of CFM common stock outstanding at the closing date. In
addition, the Company agreed to assume all outstanding CFM stock options, based
on the same 0.5223 exchange ratio. The Company also agreed to issue additional
options to purchase 500,000 shares of its common stock to employees of CFM
subsequent to the closing of the transaction. On January 1, 2001, the Company
completed its acquisition of CFM. The purchase price included 4,234,335 shares
of Mattson common stock valued at approximately $150.2 million and the issuance
of 1,763,678 options to acquire Mattson common stock for the assumption of
outstanding options to purchase CFM common stock valued at approximately $20.4
million using the Black Scholes option pricing model and the following
assumptions: risk free interest rate of 6.5%, average expected life of 2 years,
dividend yield of 0% and volatility of 80%.

     The merger has been accounted for under the purchase method of accounting
and the results of operations of CFM were included in the consolidated statement
of operations of the Company from the date of acquisition. The purchase price of
the acquisition of CFM was $175 million, which included $3.9 million of
estimated direct acquisition related costs. The allocation of the purchase price
to the assets acquired and liabilities assumed based on preliminary estimates of
fair value, which are subject to final adjustment, is as follows (in thousands):


          Net tangible assets ............................. $ 30,347
          Acquired developed technology ...................   50,500
          Acquired workforce .............................    14,700
          Goodwill ........................................   91,188
          Acquired in-process research and development ....    4,700
          Deferred tax liability ..........................  (16,864)
                                                            --------
                                                            $174,571
                                                            ========

     Purchased intangible assets, including goodwill, workforce and developed
technology of approximately $156.4 million are being amortized over their
estimated useful lives of seven, three and five years, respectively. The Company
attributed $4.7 million to in-process research and development which was
expensed immediately.


                                       10
<PAGE>

     In connection with the acquisition of CFM, the Company allocated
approximately $4.7 million of the purchase price to an in-process research and
development project. This allocation represented the estimated fair value based
on risk-adjusted cash flows related to one incomplete research and development
project. At the date of acquisition, the development of this project had not yet
reached technological feasibility, and the research and development in progress
had no alternative future use. Accordingly, the purchase allocated to in-process
research and development was expensed as of the acquisition date.

     At the acquisition date, CFM was conducting design, development,
engineering and testing activities associated with the completion of the O3Di
(Ozonated Water Module). The project under development at the valuation date
represents next-generation technology that is expected to address emerging
market demands for more effective, lower cost, and safer resist and oxide
removal processes. At the acquisition date, the technology under development was
approximately 80 percent complete based on engineering man-month data and
technological progress. CFM had spent approximately $0.2 million on the
in-process project, and expected to spend approximately an additional $50,000 to
complete all phases of the research and development. Anticipated completion
dates ranged from 2 to 3 months, at which times the Company expects to begin
benefiting from the developed technology.

     In making its purchase price allocation, management considered present
value calculations of income, an analysis of project accomplishments and
remaining outstanding items, an assessment of overall contributions, as well as
project risks. The value assigned to purchased in-process technology was
determined by estimating the costs to develop the acquired technology into a
commercially viable product, estimating the resulting net cash flows from the
project, and discounting the net cash flows to their present value. The revenue
projection used to value the in-process research and development was based on
estimates of relevant market sizes and growth factors, expected trends in
technology, and the nature and expected timing of new product introductions by
the Company and its competitors. The resulting net cash flows from the project
is based on management's estimates of cost of sales, operating expenses, and
income taxes from such projects.

     Aggregate revenues for the developmental CFM product were estimated for the
five to seven years following introduction, assuming the successful completion
and market acceptance of the major research and development programs. The
estimated revenues for the in-process project was expected to peak within two
years of acquisition and then decline sharply as other new products and
technologies are expected to enter the market.

     The rates utilized to discount the net cash flows to their present value
were based on estimated cost of capital calculations. Due to the nature of the
forecast and the risks associated with the projected growth and profitability of
the developmental project, a discount rate of 23 percent was used to value the
in-process research and development. This discount rate was commensurate with
CFM's stage of development and the uncertainties in the economic estimates
described above.

     If this project is not successfully developed, the sales and profitability
of the combined company may be adversely affected in future periods.
Additionally, the value of other acquired intangible assets may become impaired.

     In light of the current industry slowdown and the declining bookings of the
acquired entities, the Company is monitoring the possibility of impairment of
the acquired goodwill and intangible assets related to the acquisitions. If
bookings and the economic outlook do not improve, the Company is faced with the
risk of impairment of the acquired goodwill and intangible assets.


                                       11
<PAGE>

     The following table presents the unaudited pro forma results for the three
and six months ended June 25, 2000 assuming that the Company acquired the STEAG
Semiconductor Division and CFM on January 1, 2000. The pro forma information
does not purport to be indicative of what would have occurred had the
acquisitions been made as of January 1, 2000 or of the results that may occur in
the future. Net loss excludes the write-off of acquired-in-process research and
development of $10.1 million and includes amortization of goodwill and
intangibles related to these acquisitions of $20.0 million for the six months
ended June 25, 2000. The unaudited pro forma information is as follows (in
thousands, except net loss per share):


                          Three Months        Six Months
                             Ended              Ended
                         JUNE 25, 2000      JUNE 25, 2000
                         -------------      -------------

Net sales                  $ 116,904          $ 199,721

Net loss                   $ (38,717)         $ (76,661)

Net loss per share         $   (1.02)         $   (2.10)



Note 5    Accounting for Derivative Instruments and Hedging Activities

     On January 1, 2001 the Company adopted the Statement of Financial
Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and
Hedging Activities", as amended. Prior to this the Company did not employ hedge
accounting and therefore all hedging contracts were measured at fair value. As a
result, the Company did not have a transition adjustment related to the fair
value of derivatives upon adoption, and the impact of adoption of this standard
was immaterial to the Company.

     The Company maintains a foreign currency risk management strategy that uses
derivative instruments to protect it from unanticipated fluctuations in earnings
and cash flows caused by volatility in currency exchange rates. The Company uses
forward foreign exchange contracts to hedge forecasted intercompany Yen sales by
matching terms of currency, amount and maturity based on purchase orders. The
Company also hedges existing foreign intercompany receivables until collections
are received. The maximum time horizon the Company hedges its exposure to the
variability in future cash flows for forecasted transactions or receivables is
less than one year.

     Certain hedging instruments have been designated as cash flow hedges under
SFAS No. 133. The Company formally documents all designated hedging instruments
and their relationship to respective hedged items, including its risk management
strategy, hedged risk, assessment of hedge effectiveness and method for
recognizing hedge results in earnings. The Company assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in the cash flow
of hedged items. In situations where the Company is hedging existing foreign
currency receivables, the Company has decided not to designate the contracts in
hedging relationships. Although the hedges will be economically effective at
offsetting changing cash flows from collecting the foreign receivables, the
Company believes that the financial reporting results will be similar as if they
designated the contracts.

     The Company discontinues hedge accounting prospectively when (1) it is
determined that a derivative is no longer effective in offsetting changes in the
fair value of a hedged item; (2) the derivative expires, is terminated or
exercised, or (3) the derivative is discontinued as a hedge instrument, because
it is unlikely that a transaction will occur. As of July 1, 2001, the Company
has not discontinued any cash flow hedges.



                                       12
<PAGE>

     The Company records the foreign currency forward contracts as either an
asset/liability on the balance sheet at fair value. If the contract has been
designated and is effective as a cash flow hedge, the change in fair value is
recorded to accumulated other comprehensive income. The Company immediately
recognizes into earnings any hedge ineffectiveness. In the same period that the
hedged item affects earnings, the Company reclassifies the results of the hedge
from accumulated other comprehensive income into earnings. For the six months
ended July 1, 2001, the Company recorded changes in the fair value of the
derivatives of approximately $270,000 as in increase to other assets and
accumulated other comprehensive income, respectively. For undesignated forward
foreign exchange contracts, the change in fair value is recorded in other
expense every period. Generally, this had the effect of offsetting the losses
recognized from remeasuring foreign currency denominated receivables for the
period.

     The Company anticipates shipment of the open purchase orders during fiscal
2001 to its Japanese subsidiary for which it designated cash flow hedges. When
these sales are recognized, it will result in a reclassification of the balance
in accumulated other comprehensive income, which is currently $270,000. This is
anticipated to occur within the next twelve months.


Note 6 Net Loss Per Share

     SFAS No. 128 requires dual presentation of basic and diluted earnings per
share on the face of the income statement. Basic EPS is computed by dividing
income (loss) available to common stockholders (numerator) by the weighted
average number of common shares outstanding (denominator) for the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period. The computation of diluted EPS uses the average market prices
during the period. All amounts in the following table are in thousands except
per share data.


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED             SIX MONTHS ENDED
                                                          ------------------------     -----------------------
                                                           JUL. 1,        JUN. 25,       JUL. 1,       JUN. 25,
                                                             2001          2000           2001          2000
                                                          --------       --------      --------       --------

<S>                                                       <C>            <C>           <C>            <C>
NET INCOME (LOSS)                                         $(33,115)      $  2,856      $(82,741)      $ (3,520)

BASIC INCOME (LOSS) PER SHARE:
  Income (loss) available to common stockholders          $(33,115)      $  2,856      $(82,741)      $ (3,520)
  Weighted average common shares outstanding                36,804         19,877        36,709         18,370
                                                          --------       --------      --------       --------
  Basic income (loss) per share                           $  (0.90)      $   0.14      $  (2.25)      $  (0.19)
                                                          ========       ========      ========       ========

DILUTED INCOME (LOSS) PER SHARE:
  Income (loss) available to common stockholders          $(33,115)      $  2,856      $(82,741)      $ (3,520)
  Weighted average common shares outstanding                36,804         19,877        36,709         18,370
  Diluted potential common shares from stock options          --            2,052          --            2,052
                                                          --------       --------      --------       --------
  Weighted average common shares and dilutive               36,804         21,929        36,709         20,422
     potential common shares
                                                          --------       --------      --------       --------
  Diluted income (loss) per share                         $  (0.90)      $   0.13      $  (2.25)      $  (0.17)
                                                          ========       ========      ========       ========
</TABLE>


     Total stock options outstanding at July 1, 2001 and June 25, 2000 of
1,035,259 and 101,725, respectively, were excluded from the computation of
diluted EPS because the effect of including them would have been anitdilutive
due to the loss available to common stockholders.



                                       13
<PAGE>


Note 7  Comprehensive Income (Loss)

     In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for disclosure and financial
statement presentation for reporting total comprehensive income and its
individual components. Comprehensive income, as defined, includes all changes in
equity during a period from non-owner sources. The Company's comprehensive
income includes net income, foreign currency translation adjustments and
unrealized gains and losses on investments and foreign currency hedges, and is
presented in the statement of stockholders' equity.

     The following are the components of comprehensive income (loss):

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED             SIX MONTHS ENDED
                                             -------------------------     -----------------------
(in thousands)                                 JUL. 1,       JUN. 25,       JUL. 1,       JUN. 25,
                                                2001           2000           2001          2000
                                              --------       --------       -------      --------

<S>                                           <C>            <C>            <C>            <C>
Net income (loss)                             $(33,115)      $  2,856       $(82,741)      $ (3,520)

Foreign currency translation adjustments        (4,702)           (26)        (9,518)           (33)
Unrealized investment (loss) gain                 (293)          --               10           --
Gain on cash flow hedging instruments              (62)          --              270           --
                                              --------       --------       --------       --------
Comprehensive income (loss)                   $(38,172)      $  2,830       $(91,979)      $ (3,553)
                                              ========       ========       ========       ========

</TABLE>

The components of accumulated other comprehensive loss, net of related tax are
as follows:

(in thousands)                                 JUL. 1,       DEC. 31,
                                                2001           2000
                                               ------        -------

Cumulative translation adjustments            $ (9,776)       $ (258)
Unrealized investment gain                          87            77
Gain on cash flow hedging instruments              270          --
                                               -------       -------
                                               $(9,419)      $  (181)
                                               =======       =======


Note 8  Reportable Segments

     SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" supersedes SFAS No. 14, "Financial Reporting for Segments of a
Business Enterprise", replacing the "industry segment" approach with the
"management" approach. SFAS No. 131 establishes standards for reporting
information about operating segments in financial statements. Operating segments
are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker, or chief decision making group, in deciding how to allocate
resources and in assessing performance. Brad Mattson, Chief Executive Officer of
the Company, is the Company's chief operating decision maker. As the Company's
business is completely focused on one industry segment, design, manufacturing
and marketing of advanced fabrication equipment to the semiconductor
manufacturing industry, management believes that the Company has one reportable
segment. The Company's revenues and profits are generated through the sale and
service of products for this one segment. As a result, no additional operating
segment information is required to be disclosed. International sales, which are
predominantly to customers based in Europe, Japan and the Pacific Rim (which
includes Taiwan, Singapore and Korea), accounted for 86.6% and 66.3% of net
sales for the second quarter of 2001 and 2000, respectively, before the effects
of SAB 101.

                                       14

<PAGE>

Note 9 Line of Credit

     During fiscal 2000, one of the subsidiaries that the Company acquired as
part of the acquisition of the STEAG Semiconductor Division entered into a
two-year revolving line of credit with a bank in Japan in the amount of 500
million Yen (approximately $4.0 million), expiring in September 2002. Under this
line of credit, the current borrowing is 450 million Yen (approximately $3.6
million) and bears interest at a per annum rate equal to 1.96% through March
2001 and thereafter bears an interest rate of 1.75%. The line of credit is
secured by a letter of credit.

     Additionally, a Japanese subsidiary entered into a credit line with Bank of
Tokyo-Mitsubishi in the amount of 900 million Yen (approximately $7.3 million)
secured by trade accounts receivable. The line bears interest at a per annum
rate of TIBOR plus 75 basis points which is currently 0.81%. The term of the
line is valid through December 28, 2001. It is guaranteed by the Company.

Note 10 Revenue Recognition

     Mattson derives revenue from two primary sources- equipment sales and spare
part sales. In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." The Company implemented the provisions of SAB 101 in the fourth
quarter of 2000, retroactive to January 1, 2000. The Company previously
recognized revenue from the sales of its products generally upon shipment.
Effective January 1, 2000, the Company changed its method of accounting for
equipment sales to recognize the corresponding revenues as follows: 1) for
equipment sales of existing products with new specifications or acceptance
clauses to a new customer, and for all sales of new products, revenue is
recognized upon customer acceptance; 2) for equipment sales to existing
customers, who have purchased the same equipment with the same customer
specified and previously demonstrated acceptance provisions, the lesser of the
fair value of the equipment or the contractual amount billable upon shipment is
recorded as revenue upon title transfer. The remainder is recorded as advance
billings and deferred revenue and recognized as revenue upon customer
acceptance. From time to time, however, the Company allows customers to evaluate
systems, and since customers can return such systems at any time with limited or
no penalty, the Company does not recognize revenues until these evaluation
systems are accepted by the customer. Revenues associated with equipment sales
to customers in Japan are generally deferred until customer acceptance unless
sold through the Company's Japanese distributor. Revenue recognition for spare
part sales is recognized upon shipment and has generally not changed under the
provisions of SAB 101. In all cases, revenue is only recognized when persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, the seller's price is fixed or determinable and collectibility is
reasonably assured. The cumulative effect of the change in accounting principle
of $8.1 million is reported as a loss in the first quarter of 2000. The
cumulative effect of the change in accounting principle includes system revenue
net of cost of sales and certain expenses, including warranty and commission
expenses, that will be recognized when the conditions for revenue recognition
are met. We restated our operating results for the first three quarters of the
year ended December 31, 2000, as reflected in the Quarterly Results of
Operations reported in our Form 10-K for the year ended December 31, 2000.

     Service and maintenance contract revenue, which to date has been
insignificant, is recognized on a straight-line basis over the service period of
the related contract.


                                       15
<PAGE>

Note 11 Other Items

     In February 2001, the Company announced plans to divest or shut-down its
single-wafer RT-CVD business unit, previously known as STEAG CVD Systems. The
business unit, which was acquired as part of the STEAG Semiconductor Division,
included lamp-based RT-CVD tools that do not fit with its strategic roadmap for
thermal and CVD products.

     During the second fiscal quarter of 2001, in response to continued
reductions in capital spending by semiconductor manufacturers, the Company took
actions to reduce headcount. In connection with these actions, the Company
reduced its workforce by 172 employees, or approximately 9 percent. The affected
employees were based in the US and Asia, and represented multiple company
activities and functions.

     A major restructuring project was initiated May 2001 to reduce costs.
Twelve key areas have been identified and are being implemented. The cost
cutting measures included a significant headcount reduction, shorter workweek
and a 10% pay cut for executives. With the continuing down-turn in the
semiconductor industry and the economy, the Company will be enforcing further
cost-cutting measures including further headcount reduction, shutdown weeks,
shorter workweek, and consolidation of facilities. These additional
restructuring measures will be recorded as expenses in the third quarter of
2001.


Note 12 Business Combinations, Goodwill and Intangibles

     On June 29, 2001, the Financial Accounting Standard Board (FASB) approved
for issuance SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill
and Other Intangible Assets". Major provisions of these Statements are as
follows: all business combinations initiated after June 30, 2001 must use the
purchase method of accounting; the pooling of interest method of accounting is
prohibited except for transactions initiated before July 1, 2001; intangible
assets acquired in a business combination must be recorded separately from
goodwill if they arise from contractual or other legal rights or are separable
from the acquired entity and can be sold, transferred, licensed, rented or
exchanged, either individually or as part of a related contract, asset or
liability; goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually using a fair value approach,
except in certain circumstances, and whenever there is an impairment indicator;
other intangible assets will continue to be valued and amortized over their
estimated lives; in-process research and development will continue to be written
off immediately; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective January 1, 2002,
existing goodwill will no longer be subject to amortization. Goodwill arising
between June 29, 2001 and December 31, 2001 will not be subject to amortization.
The Company is currently reviewing goodwill and other intangible assets to
determine whether recent economic events and the Company's recently announced
restructuring plans have resulted in impairment.

     Upon adoption of SFAS No. 142, on January 1, 2002, the Company will no
longer amortize goodwill, thereby eliminating annual goodwill amortization of
approximately $14.0 million, based on anticipated amortization for 2002.
Amortization of goodwill for the six months ended July 1, 2001 was approximately
$7.0 million.


Note 13  Commitments and Contingencies

     The Company is party to certain claims arising in the ordinary course of
business. While the outcome of these matters is not presently determinable,
management believes that they will not have a material adverse effect on the
financial position or results of operations of the Company.

                                       16
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     As described in Note 1 to the Condensed Consolidated Financial Statements,
the Condensed Consolidated Statements Of Operations in this Report have been
restated and reclassified to amend the previously reported results for the three
and six months ended July 1, 2001 filed on Form 10-Q with the Securities and
Exchange Commission on August 15, 2001. All information presented in this
Quarterly Report on Form 10-Q/A includes such restatements and
reclassifications. Information which was not impacted as a result of such
restatements or reclassifications has not been changed or updated in this filing
and speaks as of the August 15, 2001 original filing date.

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our condensed
consolidated financial statements and related notes included elsewhere in this
report. In addition to historical information, this discussion contains certain
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated by these forward-looking
statements due to factors, including but not limited to, those set forth or
incorporated by reference under "Factors That May Affect Future Results and
Market Price of Stock" and elsewhere in this report.

Overview

     We are a leading supplier of advanced, high productivity semiconductor
processing equipment used in the fabrication of integrated circuits. We provide
our customers with semiconductor manufacturing equipment that delivers high
productivity and advanced process capability. In addition, through our
international technical support organization and comprehensive warranty program,
we provide global customer support.

     We began operations in 1989 and in 1991 we shipped our first product, the
Aspen Strip, a photoresist removal system. Our Aspen Strip, CVD, RTP and
LiteEtch product lines are based on a common Aspen platform with a modular,
multi-station, multi-chamber architecture, designed to deliver high
productivity, low cost of ownership and savings of cleanroom space. On January
1, 2001 we completed a business combination under the purchase method of
accounting with the semiconductor equipment division of STEAG Electronic Systems
AG ("the STEAG Semiconductor Division") and a merger with CFM Technologies, Inc.
("CFM") (we refer to these related acquisitions together as "the Merger"). The
three combined companies had pro forma 2000 revenues in excess of $500 million,
which made us the 14th largest semiconductor processing equipment supplier. As a
result of the merger, we offer industry-leading products and technologies in
multiple product lines, and we employ approximately 1,800 people worldwide.
Before the merger, we were already the world leader in dry strip process
equipment market share. With the addition of the RTP product line from the STEAG
Semiconductor Division and the combination of CFM and STEAG Semiconductor
Division wet technology tools, we are now second in rapid thermal processing
("RTP") market share and among the top five providers of wet processing
equipment. Our products now include strip, etch, deposition, rapid thermal
processing, wet and Epi systems. Our customers include nine of the top ten
semiconductor manufacturers worldwide.

     Our business depends upon capital expenditures by manufacturers of
semiconductor devices. The level of capital expenditures by these manufacturers
depends upon the current and anticipated market demand for such devices. The
semiconductor industry had one of its best years ever in 2000, but signs of a
downturn became apparent towards the end of that year and have resulted in
significantly lower predictions for 2001. The cyclicality and uncertainties
regarding overall market conditions continue to present significant challenges
to us and impair our ability to forecast near term revenue. Our ability to
quickly modify our operations in response to changes in market conditions is
limited.

     During the second quarter ended July 1, 2001, we had a net loss of $33.1
million. Future results will depend on a variety of factors, particularly
overall market conditions and timing of significant orders, our ability to bring
new systems to market, the timing of new product releases by our competitors,
patterns of capital spending by our customers, market acceptance of new and/or
enhanced versions of our systems, changes in pricing by us, our competitors,
customers, or suppliers and the mix of products sold. We are dependent upon
increases in sales in order to achieve and sustain profitability. If our sales
do not increase, the current levels of operating expenses could materially and
adversely affect our financial results.

                                       17

<PAGE>

Results of Operations

     The following table sets forth our statement of operations data expressed
as a percentage of net sales for the period indicated:

<TABLE>
                                                          THREE MONTHS ENDED         SIX MONTHS ENDED
                                                         --------------------      -------------------
                                                          JUL. 1,    JUN. 25,       JUL. 1,    JUN. 25,
(in thousands)                                             2001        2000          2001       2000
                                                        (RESTATED)                (RESTATED)
                                                         --------    -------       --------   --------
<S>                                                     <C>         <C>            <C>       <C>
Net sales                                                    100%        100%        100%        100%
Cost of sales                                                 79%         52%         74%         53%
                                                            ----        ----        ----        ----
  Gross profit                                                21%         48%         26%         47%
                                                            ----        ----        ----        ----

Operating expenses:
  Research, development and engineering                       23%         15%         24%         16%
  Selling, general and administrative                         33%         29%         38%         28%
  In-process research and development                         --          --           7%         --
  Amortization of goodwill and intangibles                    13%         --          14%         --
                                                            ----        ----        ----        ----
     Total operating expenses                                 69%         44%         83%         43%
                                                            ----        ----        ----        ----
Income (loss) from operations                                (48)%         4%        (57)%         4%
Interest and other income, net                                 2%          3%          1%          2%
                                                            ----        ----        ----        ----
Income (loss) before provision for income taxes and          (46)%         7%        (56)%         6%
   cumulative effect of change in accounting principle
Provision for income taxes                                   --           (1)%        (1)%        (1)%
                                                            ----        ----        ----        ----
Income (loss) before cumulative effect of change in          (46)%         6%        (57)%         5%
   accounting principle
                                                            ----        ----        ----        ----
Cumulative effect of change in accounting principle,
   net of tax                                                 --          --          --         (10)%
                                                            ----        ----        ----        ----
Net income (loss)                                            (46)%         6%        (57)%        (4)%
                                                            ====        ====        ====        ====

</TABLE>

Net Sales

     Net sales for the second quarter of 2001 were $71.4 million. We estimate
that on a pro forma basis for the three months ended June 25, 2000, assuming
that we had acquired the STEAG Semiconductor Division and CFM on January 1,
2000, the combined company would have had net sales of $116.9 million, so that
net sales in the second quarter of 2001 would reflect a decrease of 38.9%.

     Net sales for the first six months of 2001 were $144.9 million on a
consolidated basis. We estimate that on a pro forma basis for the first six
months ended June 25, 2000, assuming that we had acquired the STEAG
Semiconductor Division and CFM on January 1, 2000, the combined company would
have had net sales of $199.7 million, so that net sales in the first six months
of 2001 would reflect a decrease of 27.4%.

     The decrease in the three and six months net sales is due to the economic
downturn in the semiconductor industry and also the timing effects of revenue
recognition based on our shipments to Japan effected by SAB 101, where the
time-lag between shipment and customer acceptance can exceed one year. Until the
second quarter of 2000 sales to Japan were made through our distributor in Japan
and revenue was recognized upon shipment. Approximately 11.5% of our shipments
during the first six months of 2001 were to Japan-based customers and
corresponding net sales were deferred in accordance with our revenue recognition
policy.


                                       18
<PAGE>

     In addition, a significant amount of net sales by the STEAG Semiconductor
Division and CFM in the first and second quarters of 2001 were deferred due to
the complexities of the equipment shipped and the associated acceptance clauses
in accordance with our revenue recognition policy. Our deferred revenue at the
end of the second quarter of 2001 was approximately $107.8 million, up from
$93.5 million at the end of the first quarter of 2001. We expect these deferred
revenues to be recognized as revenue in our consolidated statement of operations
in the next six to twelve months. Under the rules of the purchase method of
accounting, no deferred revenues relating to sales by the acquired entities are
carried over-through the acquisition. As a result, it will take several quarters
of combined operations before our net sales results normalize and our prior
periods can be compared across reporting periods.

     Second quarter bookings were $45.8 million, a decrease of 30.3% compared to
bookings of $65.7 million in the second quarter of 2000, resulting in a book to
bill ratio of 0.50 to 1.0. This decrease is attributed to the slow-down in the
semiconductor industry. Backlog increased 83.5% to $158.7 million in the second
quarter of 2001 compared to $86.5 million in the second quarter of 2000.
This increase is attributed to the inclusion of backlog from our STEAG and CFM
merger.

     International sales, which are predominantly to customers based in Europe,
Japan and the Pacific Rim (which includes Taiwan, Singapore and Korea),
accounted for 86.6% and 66.3% of net sales for the second quarter of 2001 and
2000, respectively, before the effects of SAB 101. In the second quarter of
2000, we shifted our strategy in Japan to a direct sales model and terminated
our distributor relationship with Marubeni. We anticipate that international
sales will continue to account for a significant portion of net sales for 2001.

Gross Margin

     Our gross margin for the second quarter of 2001 decreased to 21% from 48%
for the second quarter of 2000. Our gross margin for the first six months of
2001 decreased to 26% from 47% for the first six months of 2000. The decrease in
gross margins was principally due to the under absorption of our production
facilities. We currently have excess production capacity as a result of the drop
in sales and bookings combined with our recent acquisition of additional
production capacity at STEAG and CFM.

     Our gross margins for the six months ended July 1, 2001 were also adversely
affected by the write-up of inventory to fair value as a part of the acquisition
Accounting Principles Board Opinion No. 16 "Business Combinations". The effect
of this write-up is expected to continue into future quarters since many of the
systems that were written up are now being deferred under SAB 101 revenue
recognition rules.

     Our gross margin has varied over the years and will continue to vary based
on multiple factors including effects of revenue recognition under SAB 101, our
product mix, economies of scale, overhead absorption levels, and costs
associated with the introduction of new products. Although we have not offered
substantial discounts on our systems to date, with the downturn in the
semiconductor industry we are experiencing pricing pressures. Our gross margin,
for each of our product divisions, on international sales is substantially the
same as domestic sales.

     We believe that our inventories will be realized at our current level of
sales. Any further reductions in our bookings may cause us to record a charge
for excess inventory.


                                       19
<PAGE>

Research, Development and Engineering

     Research, development and engineering expenses for the second quarter of
2001 were $16.1 million, or 23% of net sales, as compared to $6.9 million, or
15% of net sales, for the second quarter of 2000. The increase was due to
additional personnel and spending resulting from the merger. Total research,
development and engineering expenses declined from $18.9 million for the first
three months ended April 1, 2001, as a result of reductions in workforce and
cost controls put in place during the second quarter. The increase in research,
development and engineering expenses, as a percentage of net sales during the
second quarter of 2001 compared to the same period last year is due to the
decrease in sales.

     Research, development and engineering expenses for the six months ended
July 1, 2001 were $35.0 million, or 24% of net sales, compared to $13.2 million,
or 16% of net sales, for the same period in fiscal 2000. The increase in
expenses was the result of the additional research, development and engineering
resources added by the STEAG and CFM merger.

Selling, General and Administrative

     Selling, general and administrative expenses for the second quarter of 2001
were $23.5 million, or 33% of net sales, as compared to $12.9 million, or 29% of
net sales, for the second quarter of 2000. The increase was due to additional
personnel, spending and professional expenses for integration resulting from the
merger. The increase in selling, general and administrative expenses as a
percentage of net sales during the second quarter of 2001 as compared to the
same period last year is due to the decrease in sales during the second quarter
of 2001, and higher expenses related to the integration of the acquisitions.
Total selling, general and administrative expenses decreased from $31.9 million
in the first three months ended April 1, 2001, as a result of reductions in
workforce and cost controls put in place during the second quarter.

     For the six months ended July 1, 2001, selling, general and administrative
expenses were $55.3 million, or 38% of net sales, as compared to $23.5 million,
or 28% of net sales for the same period in fiscal 2000. The increase in expenses
for the six month period of 2001 over 2000 was the result of the additional
selling, general and administrative resources added by the STEAG and CFM merger.

STEAG Semiconductor Division's In-Process Research and Development

     In connection with the acquisition of the STEAG Semiconductor Division, we
allocated approximately $5.4 million of the purchase price to in-process
research and development projects. This allocation represented the estimated
fair value based on risk-adjusted cash flows related to the incomplete research
and development projects. At the date of acquisition, the development of these
projects had not yet reached technological feasibility, and the research and
development in progress had no alternative future uses. Accordingly, the
purchase price allocated to in-process research and development was expensed as
of the acquisition date.

     At the acquisition date, the STEAG Semiconductor Division was conducting
design, development, engineering and testing activities associated with the
completion of the Hybrid tool and the Single wafer tool. The projects under
development at the valuation date represent next-generation technologies that
are expected to address emerging market demands for wet processing equipment.


                                       20
<PAGE>

     At the acquisition date, the technologies under development were
approximately 60 percent complete based on engineering man-month data and
technological progress. The STEAG Semiconductor Division had spent approximately
$3.3 million on the in-process projects, and expected to spend approximately an
additional $2.4 million to complete all phases of the R&D. Anticipated
completion dates ranged from 10 to 18 months, at which times we expect to begin
benefiting from the developed technologies.

     In making our purchase price allocation, we considered present value
calculations of income, an analysis of project accomplishments and remaining
outstanding items, an assessment of overall contributions, as well as project
risks. The value assigned to purchased in-process technology was determined by
estimating the costs to develop the acquired technology into commercially viable
products, estimating the resulting net cash flows from the projects, and
discounting the net cash flows to their present value. The revenue projection
used to value the in-process research and development was based on estimates of
relevant market sizes and growth factors, expected trends in technology, and the
nature and expected timing of new product introductions by us and our
competitors. The resulting net cash flows from such projects are based on our
management's estimates of cost of sales, operating expenses, and income taxes
from such projects.

     Aggregate revenues for the developmental STEAG Semiconductor Division
products were estimated to grow at a compounded annual growth rate of
approximately 41 percent for the seven years following introduction, assuming
the successful completion and market acceptance of the major R&D programs. The
estimated revenues for the in-process projects were expected to peak within five
years of acquisition and then decline sharply as other new products and
technologies are expected to enter the market.

     The rates utilized to discount the net cash flows to their present value
were based on estimated cost of capital calculations. Due to the nature of the
forecast and the risks associated with the projected growth and profitability of
the developmental projects, a discount rate of 23 percent was used to value the
in-process R&D. This discount rate was commensurate with the STEAG Semiconductor
Division stage of development and the uncertainties in the economic estimates
described above.

     If these projects are not successfully developed, our sales and
profitability may be adversely affected in future periods. Additionally, the
value of other acquired intangible assets may become impaired.

CFM's In-Process Research and Development

     In connection with the acquisition of CFM we allocated approximately $4.7
million of the purchase price to the in-process research and development
project. This allocation represented the estimated fair value based on risk-
adjusted cash flows related to the incomplete research and development project.
At the date of acquisition, the development of this project had not yet reached
technological feasibility, and the research and development in progress had no
alternative future use. Accordingly, the purchase price allocated to in-process
research and development was expensed as of the acquisition date.

     At the acquisition date, CFM was conducting design, development,
engineering and testing activities associated with the completion of the O3Di
(Ozonated Water Module). The project under development at the valuation date
represents next-generation technology that is expected to address emerging
market demands for more effective, lower cost, and safer resist and oxide
removal processes. At the acquisition date, the technology under development was
approximately 80 percent complete based on engineering man-month data and
technological progress. CFM had spent approximately $0.2 million on the
in-process project, and expected to spend approximately an additional $0.05
million to complete all phases of the research and development. Anticipated
completion dates ranged from 2 to 3 months, at which times we expect to begin
benefiting from the developed technology.


                                       21

<PAGE>

     In making our purchase price allocation, management considered present
value calculations of income, an analysis of project accomplishments and
remaining outstanding items, an assessment of overall contributions, as well as
project risks. The value assigned to purchased in-process technology was
determined by estimating the costs to develop the acquired technology into a
commercially viable product, estimating the resulting net cash flows from the
project, and discounting the net cash flows to their present value. The revenue
projection used to value the in-process research and development was based on
estimates of relevant market sizes and growth factors, expected trends in
technology, and the nature and expected timing of new product introductions by
us and our competitors. The resulting net cash flows from such projects are
based on management's estimates of cost of sales, operating expenses, and income
taxes from such projects.

     Aggregate revenues for the developmental CFM product were estimated for the
five to seven years following introduction, assuming the successful completion
and market acceptance of the major R&D programs. The estimated revenues for the
in-process projects were expected to peak within two years of acquisition and
then decline sharply as other new products and technologies are expected to
enter the market.

     The rates utilized to discount the net cash flows to their present value
were based on estimated cost of capital calculations. Due to the nature of the
forecast and the risks associated with the projected growth and profitability of
the developmental project, a discount rate of 23 percent was used to value the
in-process research and development. This discount rate was commensurate with
CFM's stage of development and the uncertainties in the economic estimates
described above.

     If this project is not successfully developed, our sales and profitability
may be adversely affected in future periods. Additionally, the value of other
acquired intangible assets may become impaired. In light of the current industry
slowdown and the disappointing bookings of the acquired CFM entities in the
first and second quarters of fiscal 2001, we are monitoring the possibility of
goodwill impairment related to the CFM acquisition. We expect to reach a
decision on impairment based on bookings results of the third quarter of 2001.


Amortization of Goodwill and Intangibles

     Goodwill and intangibles represent the purchase price of the STEAG
Semiconductor Division and CFM in excess of identified tangible assets. In
connection with the Merger effective January 1, 2001, we recorded $197.8 million
of goodwill and intangibles which are being amortized on a straight-line basis
over three to seven years. The allocation of total purchase price to assets
acquired and liabilities assumed are based on preliminary estimates of fair
value which are subject to final adjustment. We recorded amortization expense of
$20.0 million for the six months ended July 1, 2001. We are evaluating the
carrying value of the goodwill and identifiable intangibles for impairment, to
determine if events and circumstances indicate if the values have been impaired.
There can be no assurance that the value of the goodwill and intangible assets
may not become impaired prior to being fully amortized. Upon adoption of SFAS
142 on January 1, 2002, we will no longer amortize goodwill. We are currently
reviewing goodwill and other intangible assets to determine whether recent
economic events and our recently announced restructuring plans have resulted in
impairment.


Provision for Income Taxes

     We recorded a provision for income taxes for the quarter ended July 1, 2001
of approximately $0.4 million, and approximately $2.4 million for the six months
ended July 1, 2001 which consisted primarily of income taxes in foreign
jurisdictions. We believe, based on recent tax research that were completed,
that we were able to allocate certain costs to some of our foreign production
facilities. The costs will include certain administrative expenses and expenses
related to intellectual property. As a result of this allocation, the foreign
tax provision has been reduced to reflect the cost allocations.


                                       22
<PAGE>

Liquidity and Capital Resources

     Our cash and cash equivalents, restricted cash and short-term investments
were $85.0 million at July 1, 2001, a decrease of $19.2 million from $104.2
million at December 31, 2000. Stockholders' equity at July 1, 2001 was
approximately $392.1 million.

     During fiscal 2000, one of the subsidiaries that we acquired as part of the
STEAG Semiconductor Division entered into a two-year revolving line of credit
with a bank in Japan in the amount of 500 million Yen (approximately $4.0
million), expiring in September 2002. Under this line of credit, the current
borrowing is 450 million Yen (approximately $3.6 million) which bears interest
at a per annum rate equal to 1.96% through March 2001 and thereafter bears an
interest rate of 1.75%. The line of credit is secured by a letter of credit.

     Additionally, a Japanese subsidiary entered in to a credit line with Bank
of Tokyo-Mitsubishi in the amount of 900 million Yen (approximately $7.3M)
secured by trade accounts receivable. The line bears interest at a per annum
rate of TIBOR plus 75 basis points which is currently 0.81%. The term of the
line is valid through December 28, 2001. It is guaranteed by the Company.

     Net cash used in operating activities was $56.2 million during the six
months ended July 1, 2001 as compared to $12.9 million during the same period
last year. The net cash used in operating activities during the six months ended
July 1, 2001 was primarily attributable to the net loss of $82.7 million, an
increase in inventories and inventories awaiting customer acceptance of $34.7
million, a decrease in accrued liabilities of $37.9 million and a decrease in
accounts payable of $7.6 million. Non-cash items included depreciation and
amortization charges of $10.8 million, amortization of goodwill and intangibles
of $20.0 million, acquired in-process research and development of $10.1 million
and an increase in deferred revenue of $63.9 million. Net cash used in operating
activities was $12.9 million during the six months ended June 25, 2000 and was
primarily due to an increase in accounts receivable and advance billings of
$19.9 million, inventories of $11.1 million and a net loss of $3.5 million. The
increases were offset by the cumulative effect of accounting change of $8.1
million, the increase in accrued liabilities of $4.4 million, the increase in
deferred revenue of $7.0 million, and depreciation and amortization expense of
$2.3 million.

     Net cash provided by investing activities was $52.1 million during the six
months ended July 1, 2001 as compared to net cash used in investing activities
of $2.5 million during the same period last year. The net cash provided by
investing activities during the six months ended July 1, 2001 is attributable to
the net cash acquired from the acquisition of the STEAG Semiconductor Division
and CFM of $38.0 million, sales of investments of $24.5 million, offset by
purchases of property and equipment of $10.4 million. Net cash used in investing
activities of $2.5 million during the six months ended June 25, 2000 was
attributable to the purchase of property and equipment of $2.5 million.

     Net cash provided by financing activities was $14.2 million during the six
months ended July 1, 2001 as compared to $124 million during the same period
last year. The net cash provided by financing activities during the six months
ended July 1, 2001 is primarily attributable to the borrowings, net of
repayments, on a line of credit of $11.0 million, and proceeds from our stock
plans of $3.2 million. Net cash provided by financing activities was $124
million during the six months ended June 25, 2000 and was primarily attributable
to the completion of our follow on public offering of 3,000,000 shares of common
stock on March 8, 2000. The public offering price was $42.50 per share before
offering costs. This increase was offset by a $3.0 million repayment against our
line of credit.

     Upon the closing of the acquisition of the STEAG Semiconductor Division on
January 1, 2001, Mattson issued to STEAG Electronic Systems AG ("SES") a secured
promissory note, due July 2, 2001, in the principal amount of $26.1 million, to
offset the amount of outstanding working capital loans from SES to the STEAG
Semiconductor Division at the time of closing. Our restricted cash balance at
July 1, 2001 is intended to cover the full obligation for this payment. In
accordance with the Combination Agreement to acquire the STEAG Semiconductor
Division, we are also required to make a payment, estimated to be 37.6 million
Deutsche Marks (approximately $18.1 million as of January 1, 2001, and $16.3
million as of July 1, 2001) to SES to satisfy an obligation to cause two
acquired subsidiaries to pay certain amounts based on their profits for 2000 to
SES. Both obligations were expected to be settled in the second quarter of 2001,
however, we are re-negotiating the terms of the obligations with SES. In April
2001 we reimbursed SES $3.3 million in acquisition related costs.


                                       23
<PAGE>

     Based on current projections, we believe that our current cash and
investments positions will be sufficient to meet our anticipated cash needs for
the remainder of 2001. However, it is possible that we may require additional
financing within this period, particularly if the general economic downturn
continues to negatively affect our revenues, or if we elect to acquire
complementary businesses. Management's projections are based on the ability to
manage inventories, collect our accounts receivable balances in this market
downturn, and to obtain a favorable outcome of the re-negotiation of the terms
of the obligations with SES. If we are unable to manage our inventory or
accounts receivable balances or obtain a favorable outcome of the re-negotiation
of the terms of the obligations with SES, we may be required to seek alternative
sources of financing. We may need to raise additional funds in future periods
through public or private financing, or other sources, to fund our operations.
We may not be able to obtain adequate or favorable financing when needed.
Failure to raise capital when needed could harm our business. If we raise
additional funds through the issuance of equity securities, the percentage
ownership of our stockholders would be reduced, and also, these equity
securities may have rights, preferences or privileges senior to our common
stock. Furthermore, any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve restrictive
covenants on our operations and financial condition.

Mergers and Acquisitions

     On January 1, 2001, we completed the acquisition of the STEAG Semiconductor
Division for a total purchase price of $148.5 million. We were obligated to make
additional cash payments of approximately $42.5 million by July 2001, for which
we are currently renegotiating the terms of the obligation, with Steag AG, a
shareholder.

     On January 1, 2001, we also completed the acquisition of CFM for a total
purchase price of $174.6 million.

     In April 2001, we acquired 97% of the outstanding shares of R.F. Services,
Inc. for a cash price of $928,800 (including acquisition related costs of
$41,500). Brad Mattson, Chief Executive Officer of the Company, owned a majority
of the outstanding shares of R.F. Services, Inc. and served as a director of
that company.

Factors That May Affect Future Results and Market Price of Stock

     In this report and from time to time, we may make forward looking
statements regarding, among other matters, our future strategy, product
development plans, productivity gains of our products, financial performance and
growth. The forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward
looking statements address matters which are subject to a number of risks and
uncertainties, including those set forth in our Annual Report on Form 10-K, and
Exhibit 99.1 hereto, all of which are incorporated here by reference, and the
following:

     OUR SALES REFLECT THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY WHICH CAN
     CAUSE OUR OPERATING RESULTS TO FLUCTUATE SIGNIFICANTLY AND COULD CAUSE US
     TO FAIL TO ACHIEVE ANTICIPATED SALES.

     Our business, including the recently acquired businesses of the STEAG
Semiconductor Division and CFM, have depended in significant part upon capital
expenditures by manufacturers of semiconductor devices, including manufacturers
that are opening new or expanding existing fabrication facilities. The level of
capital expenditures by these manufacturers of semiconductor devices depends
upon the current and anticipated market demand for such devices and the products
utilizing such devices. The semiconductor industry is highly cyclical. Following
the very strong year in 2000, the semiconductor industry now faces a significant
downturn in 2001, and we and other industry participants are experiencing
significant order delays and cancellations. The severity and duration of the
downturn are unknown. When these downturns occur, we may experience reduced or
delayed sales and our operating results and financial condition may be adversely
affected. We anticipate that a significant portion of new orders will continue
to depend upon demand from semiconductor manufacturers and independent foundries
that build or expand large fabrication facilities. If existing fabrication
facilities are not expanded or new facilities are not built, demand for our
systems may not develop or increase, and we may be unable to generate
significant new orders for our systems. If we are unable to develop new orders
for our systems, we will not achieve anticipated net sales levels. Any future
downturns or slowdowns in the semiconductor industry will materially and
adversely affect our net sales and operating results. Following the acquisition
of the STEAG Semiconductor Division and CFM, we are a larger, more
geographically diverse company and may be less able to react quickly to the
cyclicality of the semiconductor business, particularly in Europe and in other
regions with restrictive laws relating to termination of employees.

     OUR QUARTERLY FINANCIAL RESULTS FLUCTUATE SIGNIFICANTLY AND MAY FALL SHORT
     OF ANTICIPATED LEVELS, WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.


                                       24
<PAGE>

     We intend to base our operating expenses on anticipated revenue levels, and
a substantial percentage of our expenses may be fixed in the short term. As a
result, any delay in generating or recognizing revenues could cause our
operating results to be below the expectations of market analysts or investors,
which could cause the price of our common stock to decline. Our quarterly
revenue and operating results have varied significantly in the past and may vary
significantly in the future due to a number of factors, including:

     .    difficulty of assimilating the operations, products and personnel of
          the acquired businesses, particularly where these involve
          international operations;

     .    market acceptance of our systems and the products of our customers;

     .    substantial changes in revenues from significant customers;

     .    increased manufacturing overhead expenses due to reductions in the
          number of systems manufactured;

     .    timing of announcement and introduction of new systems by us and our
          competitors;

     .    sudden changes in component prices or availability;

     .    changes in product mix;

     .    delays in orders due to customer financial difficulties;

     .    manufacturing inefficiencies caused by uneven or unpredictable order
          patterns, reducing our gross margins; and

     .    higher fixed costs due to increased levels of research and development
          or patent litigation costs and expansion of our worldwide sales and
          marketing organization.


     Due to the foregoing factors, we believe that period-to-period comparisons
of our operating results should not be relied upon as an indicator of our future
performance.

     WE MAY BE REQUIRED TO TAKE A CHARGE TO EARNINGS AS A RESULT OF THE
     IMPAIRMENT OF GOODWILL ACQUIRED THROUGH THE TRANSACTIONS WITH CFM.

     In light of the current industry slowdown and disappointing bookings of the
acquired entities, we are evaluating the carrying value of the goodwill and
intangible assets for impairment to determine if events and circumstances
indicate that the values have been impaired.

     WE MAY NEED ADDITIONAL CAPITAL WHICH MAY NOT BE AVAILABLE, AND WHICH COULD
     BE DILUTIVE TO EXISTING STOCKHOLDERS.

     Based on current projections, we believe that our current cash and
investments positions along with cash generated through operations will be
sufficient to meet our anticipated cash needs for working capital and capital
expenditures for at least 12 months. However, it is possible that we may require
additional financing within this period, particularly if the general economic
downturn continues to negatively affect our revenues, of if the elect to acquire
complementary businesses. Management's projections are based on the ability to
manage inventories, collect our accounts receivable balances in this market
downturn, (and obtain extension for the payment obligations to SES,) we may be
required to seek alternative sources of financing. We may need to raise
additional funds in future periods through public or private financing, or other
sources, to fund our operations. We may not be able to obtain adequate or
favorable financing when needed. Failure to raise capital when needed could harm
our business. If we raise additional funds through the issuance of equity
securities, the percentage ownership of our stockholders would be reduced. In
addition, these equity securities may have rights, preferences or privileges
senior to our common stock. Furthermore, any additional equity financing may be
dilutive to stockholders, and debt financing, if available, may involve
restrictive covenants on our operations and financial condition.

     GIVEN THE RECENT ECONOMIC DOWNTURN, WE ARE EXPOSED TO THE RISKS ASSOCIATED
     WITH INDUSTRY OVERCAPACITY, INCLUDING DECREASED DEMAND FOR OUR PRODUCTS AND
     THE INABILITY OF MANY OF OUR CUSTOMERS TO PAY FOR OUR PRODUCTS.

                                       25
<PAGE>

     As a result of the recent economic downturn, inventory buildups in
telecommunication products and slower than expected personal computer sales have
resulted in over capacity for semiconductor manufacturers and have caused them
to experience cash flow problems and, thus, reevaluate their capital spending
plans. Continued overcapacity could cause further delays or decreased demand for
our products. In addition, many of these parties are forecasting that their
revenues for the forseeable future will generally be lower than anticipated and
that some of these parties are experiencing or are likely to experience serious
cash flow problems. As a result, if some of these parties are not successful in
generating sufficient revenue or securing alternative financing arrangements, we
may not be able to collect our receivables from those parties. The inability of
some of our potential customers to pay us for our products may adversely affect
our timing of revenue recognition, which may cause our stock price to decline
and materially and adversely affect our business, financial condition and
results of operations.

     THE TRANSACTIONS WITH STEAG SEMICONDUCTOR DIVISION AND CFM MAY FAIL TO
     ACHIEVE BENEFICIAL SYNERGIES.

     We entered into the Merger with the expectation that it would result in
beneficial synergies between and among the semiconductor equipment businesses of
the three combining companies. Achieving these anticipated synergies and their
potential benefits will depend on a number of factors, some of which include:

     .    our ability to timely develop new products and integrate the products
          and sales efforts of the combined company;

     .    the risk that our customers, CFM's customers and the customers of the
          STEAG Semiconductor Division may defer purchasing decisions;

     .    the risk that it may be more difficult to retain key management,
          marketing, and technical personnel after the consummation of the
          transactions; and

     .    competitive conditions and cyclicality in the semiconductor
          manufacturing process equipment market.

     Even if we are able to integrate operations, there can be no assurance that
the anticipated synergies will be achieved. The failure to achieve such
synergies could have a material adverse effect on our business, results of
operations, and financial condition.

     TO EFFECTIVELY MANAGE OUR GROWTH AND GREATLY EXPANDED OPERATIONS FOLLOWING
     THE COMPLETION OF THE MERGER. WE WILL NEED TO IMPROVE EXISTING AND
     IMPLEMENT NEW SYSTEMS, PROCEDURES, AND CONTROLS.

     Following consummation of the Merger, we are responsible for integrating
and managing expanded operations, including operations in new geographic
locations, that may place a significant strain on our management information
systems and our administrative, financial, and operational resources. We are
making additional significant investments in research and development to support
product development. We have grown from 349 employees at December 31, 1998, to
443 at December 31, 1999, to 641 employees at December 31, 2000, to over 1,800
employees world-wide on January 1, 2001, following consummation of the Merger.
This expansion will continue to result in substantial demands on our management
resources. To accommodate continued anticipated growth and expansion following
completion of the transactions, we will be required to:

     .    improve existing, and implement new, operational and financial
          systems, procedures, and controls;

     .    manage the financial and strategic position of the acquired and
          developed products, services and technologies;

     .    hire, train, manage, retain, and motivate qualified personnel;

     .    and obtain additional facilities and suppliers.

     These measures may place additional burdens on our management and internal
resources.

     THE STEAG SEMICONDUCTOR DIVISION AND CFM HAVE EXPERIENCED FINANCIAL LOSSES
     AND MAY REQUIRE SIGNIFICANT FINANCIAL SUPPORT FROM US.


                                       26
<PAGE>


     The STEAG Semiconductor Division and CFM have suffered losses from
operations in recent periods. These acquired businesses may experience further
losses that affect our financial results, reduce our earnings per share, and
require us to fund those businesses to sustain their operations. In addition,
the acquisition of these new businesses could reduce cost efficiencies or
profitability, or result in unanticipated costs. If losses continue at historic
levels for the STEAG Semiconductor Division and CFM, we may be required to use a
significant portion of our cash balances.

     OUR REPORTED FINANCIAL RESULTS WILL SUFFER AS A RESULT OF PURCHASE
     ACCOUNTING TREATMENT AND THE IMPACT OF AMORTIZATION OF GOODWILL AND OTHER
     INTANGIBLES, AND RESTRUCTURING CHARGES RELATING TO THE TRANSACTIONS.

     We have accounted for our acquisition of the STEAG Semiconductor Division
and CFM under the purchase method of accounting. Under purchase accounting, we
have recorded the fair value of the consideration given to SES in exchange for
the stock of the subsidiaries comprising the STEAG Semiconductor Division, as
well as the fair value of the consideration given in exchange for the
outstanding CFM common stock and for the outstanding options to purchase CFM
common stock assumed by us, plus the amount of direct acquisition costs, as the
purchase price of STEAG Semiconductor Division and CFM. We allocated the
purchase price to the individual assets and liabilities of the companies being
acquired, including various identifiable intangible assets such as acquired
technology, acquired trademarks and trade names and acquired workforce, and to
in-process research and development, based on their respective fair values.
Intangible assets, including goodwill, will be generally amortized over a three-
to seven- year period. The current allocation of the purchase price to the
assets acquired and liabilities assumed is based on preliminary estimates of
fair value which are subject to final adjustment.

     The amount of purchase price allocated to goodwill and other intangibles is
approximately $197.8 million. The goodwill and other intangible assets will be
amortized over 3-7 years and the accounting charge attributable to these items
will be approximately $10 million per quarter or $40 million for the year ending
December 31, 2001. As a result, purchase accounting treatment of the
transactions could have a material adverse effect on the market value of our
common stock following completion of the transactions.

     In light of the current industry slowdown and the disappointing bookings of
the acquired CFM entity, the Company is monitoring the possibility of goodwill
impairment related to the CFM entity. The Company expects to reach a decision on
impairment based on bookings results of the third quarter of 2001.

     A major restructuring project has been initiated in order to improve
internal processes and cut costs. Twelve key areas have been identified and the
implementation has started. The cost cutting measures include a significant
headcount reduction, shorter work week and a 10% pay cut for executives.

     We will incur restructuring costs in order to achieve desired synergies
after the transactions, which will adversely impact future financial results.
These restructuring costs could be a result of, but not limited to, the
following:

     .    severance costs associated with possible headcount reductions due to
          duplication; and

     .    asset write-offs associated with manufacturing and facility
          consolidations.

     THE TRANSACTIONS WITH STEAG SEMICONDUCTOR DIVISION AND CFM COULD ADVERSELY
     AFFECT COMBINED FINANCIAL RESULTS.

     The direct transaction costs of approximately $10.1 million were incurred
in connection with the merger. If the benefits of the merger do not exceed the
costs associated with the transactions, including any dilution to our
stockholders resulting from the issuance of shares in connection with the
transactions, our financial results, including earnings per share, could be
adversely affected.

     ANY FUTURE BUSINESS ACQUISITIONS MAY DISRUPT OUR BUSINESS, DILUTE
     STOCKHOLDER VALUE, OR DISTRACT MANAGEMENT ATTENTION.

                                       27
<PAGE>


     As part of our ongoing business strategy, we may consider additional
acquisitions of, or significant investments in, businesses that offer products,
services, and technologies complementary to our own. Such acquisitions could
materially adversely affect our operating results and/or the price of our common
stock. Acquisitions also entail numerous risks, including:

          .    difficulty of assimilating the operations, products, and
               personnel of the acquired businesses;

          .    potential disruption of our ongoing business;

          .    unanticipated costs associated with the acquisition;

          .    inability of management to manage the financial and strategic
               position of acquired or developed products, services, and
               technologies;

          .    inability to maintain uniform standards, controls, policies, and
               procedures; and

          .    impairment of relationships with employees and customers which
               may occur as a result of integration of the acquired business.

     To the extent that shares of our stock or other rights to purchase stock
are issued in connection with any future acquisitions, dilution to our existing
stockholders will result and our earnings per share may suffer. Any future
acquisitions may not generate additional revenue or provide any benefit to our
business, and we may not achieve a satisfactory return on our investment in any
acquired businesses.

     MOST OF OUR REVENUE COMES FROM A SMALL NUMBER OF LARGE SALES, AND ANY DELAY
     IN THE TIMING OF INDIVIDUAL SALES COULD CAUSE OUR OPERATING RESULTS TO
     FLUCTUATE FROM QUARTER TO QUARTER.

     A delay in a shipment or a customer acceptance event near the end of a
quarter may cause net sales in that quarter to fall below our expectations and
the expectations of market analysts or investors. Currently, we derive most of
our revenues from the sale of a relatively small number of high dollar value
systems. The list prices on these systems range from $500,000 to over $2.2
million. Each sale, or failure to make a sale, could have a material effect on
us. Our lengthy sales cycle for each of our systems, coupled with customers'
competing capital budget considerations, make the timing of customer orders
uneven and difficult to predict. In addition, our backlog at the beginning of a
quarter is not expected to include all orders required to achieve our sales
objectives for that quarter. As a result, our net sales and operating results
for a quarter depend on our shipping orders as scheduled during that quarter as
well as obtaining new orders for systems to be shipped in that same quarter. Any
delay in scheduled shipments or acceptances or in shipments or acceptances from
new orders would materially adversely affect our operating results for that
quarter, which could cause our stock price to decline.

     In the past, we have experienced cancellation of orders, and with the
current decline in the overall economic environment, we are experiencing
increased delays and cancellations of orders and we expect to continue to
experience further order cancellations or reductions in order growth or the
level of overall orders for semiconductor capital equipment may have a further
material adverse effect upon our business or results of operations. The need for
continued investment in research, development and engineering, marketing, and
customer satisfaction activities may limit our ability to reduce expenses in
response to continued or future downturns in the semiconductor industry. Our net
sales and results of operations could be materially adversely affected when
downturns or slowdowns in the semiconductor markets occur in the future.

     WE AND MANUFACTURERS OF OUR PRODUCTS RELY ON A CONTINUOUS POWER SUPPLY TO
     CONDUCT OPERATIONS, AND CALIFORNIA'S CURRENT ENERGY CRISIS COULD DISRUPT
     OUR BUSINESS AND INCREASE OUR EXPENSES.


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<PAGE>

     California is in the midst of an energy crisis that could disrupt our
operations and increase our expenses. In the event of an acute power shortage,
California has on some occasions implemented, and may in the future continue to
implement, rolling blackouts throughout California. We have significant
operations located in California. We currently do not have backup generators or
alternate sources of power in the event of a blackout. If blackouts interrupt
our power supply, we would be temporarily unable to continue operations at our
California facilities. The recent bankruptcy filing by one of California's major
public utilities may increase the number and severity of blackouts. These
blackouts, blackouts in other regions or procedures implemented to avert
blackouts could cause disruptions to our operations and the operations of our
customers. Any such interruption in our ability to continue operations at our
facilities could damage our reputation, harm our ability to retain existing
customers and to obtain new customers, and could result in lost revenue, any of
which could substantially harm our business and results of operation.

     BECAUSE OF COMPETITION FOR ADDITIONAL QUALIFIED PERSONNEL, WE MAY NOT BE
     ALE TO RECRUIT OR RETAIN NECESSARY PERSONNEL, WHICH COULD IMPEDE
     DEVELOPMENT OR SALES OF OUR PRODUCTS.

     Our growth will depend on our ability to attract and retain qualified,
experienced employees. The is substantial competition for experienced
engineering, technical, financial, sales, and marketing personnel in our
industry. In particular, we must attract and retain highly skilled design and
process engineers. Competition for such personnel is intense in all of our
locations, but particularly in the San Francisco Bay Area where our headquarters
is locatated. In May of 2001, we implemented a workforce reduction that reduced
our total number of employees by approximately 180. We may face greater
difficulty attracting qualified personnel in light of these recent workforce
reductions, which may adversely affect the morale of, and our ability to retain,
those employees who have not been terminated. Our restructuring may also yield
unanticipated consequences, such as attrition beyond our planned reduction in
workforce and loss of employee moreale and decreased performance. If we are
unable to retain existing key personnel, or attract and retain additional
qualified personnel, we may from time to time experience inadequate levels of
staffing to develop and market our products and perform services for our
customers. As a result, our growth could be limited due to our lack of capacity
to develop and market our products to customers, or we could fail to meet our
delivery commitments or experience deterioration in service levels or decreased
customer satisfaction.

     WE ARE EXPOSED TO THE RISKS ASSOCIATED WITH INDUSTRY OVERCAPACITY.

     Inventory buildups in telecommunication products, slower than expected
personal computer sales and slower global economic growth have resulted in
overcapacity for semiconductor manufacturers and have caused them to reevaluate
their capital spending plans. Continued overcapacity could cause further delays
or decreased demand for our products and materially and adversely affect our
business, financial condition and results of operations.


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<PAGE>


                                  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.

                                      MATTSON TECHNOLOGY, INC.



Date: September 7, 2001              /s/ Ludger Viefhues
                                    ---------------------------------------
                                        Ludger Viefhues
                                        Executive Vice President -- Finance
                                        and Chief Financial Officer






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