**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

** **

**AmendmentNo. 1**

 

**ý**** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF 1934**

**For the fiscal year ended May 31, 2004**

 

**OR**

 

**o**** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from            to            .**

 

**Commission File Number: 000-27863**

 

**METRON TECHNOLOGY N.V.**

(Exact name ofregistrant as specified in its charter)

 

| **The Netherlands**                                                                | ** ** | **98-0180010**                           |
|------------------------------------------------------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                    |       | (I.R.S. Employer  Identification Number) |
|                                                                               |       |                                     |
| **4425 Fortran Drive  San Jose, California 95134-2300**                            |
| (Address of principal executive offices)                                           |
|                                                                               |       |                                     |
| Registrant’s telephone number, including  area code:  **(408) 719-4600** |
|                                                                               |       |                                     |
| Securities registered pursuant to Section 12(b) of the Act: **None**               |
|                                                                               |       |                                     |
| Securities registered pursuant  to Section 12(g) of the Act:                  |
| **Common shares, par value 0.44 EUR per share**                                    |

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10K or anyamendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes o  No ý

 

The aggregate market value of voting stock held by non-affiliates ofthe registrant, based on the last sale price of the Common Shares onNovember 28, 2003 as reported by the Nasdaq National Market, wasapproximately $41,676,000.  Shares heldby each officer and director of the registrant and by each person who owns 5percent or more of the outstanding Common Shares have been excluded from thiscomputation in that such persons may be deemed to be affiliates of theregistrant. This determination of affiliate status for this purpose is notnecessarily a conclusive determination for other purposes.

 

The number of outstanding shares of the registrant’s Common Shares,0.44 EUR par value, as of July 31, 2004 was 12,831,996.

 

 

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**EXPLANATORY NOTE**

 

Metron Technology N.V. (“Metron”) is filingthis Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K,originally filed with the Securities and Exchange Commission on August 12,2004, solely for the purpose of amending and restating Part III,Item 10 through Item 14 of its Annual Report on Form 10-K.

 

In addition, we have filed the followingexhibits herewith:

 

14.1         MetronTechnology N.V. Code of Business Conduct and Ethics.

 

31.3                           Certificationrequired by Rule 13a-14(a) or Rule 15d-14(a)

 

31.4                           Certificationrequired by Rule 13a-14(a) or Rule 15d-14(a)

 

Except as specifically indicated herein, noother information included in the Annual Report on Form 10-K is amended by thisAmendment No. 1 on Form 10-K/A.

 

# **PARTIII**

# ** **

## **ITEM 10. DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

## ** **

Metron has a Board of Supervisory Directors (“Supervisory Board”) and aBoard of Managing Directors (“Managing Board”). Under the laws of theNetherlands, supervisory directors cannot be managing directors of a company atthe same time, except that one member of the supervisory directors may be amanaging director as well. The primary responsibilities of the SupervisoryBoard are supervising the Managing Board and the general affairs and businessof Metron and advising the Managing Board. The Managing Board is responsiblefor the management of the day-to-day operations of Metron and is required tokeep the Supervisory Board informed about such operations. Under Metron’sArticles of Association (“Articles”), the Managing Board is required to obtainthe prior approval of the Supervisory Board for such resolutions of theManaging Board as the Supervisory Board has designated by resolution and soinformed the Managing Board. No resolution to this effect has been passed todate. Generic references in this annual report on Form 10-K/A to directorsrefer to members of either the Supervisory Board or Managing Board. Otherexecutives do not bear the responsibilities attributed to members of theManaging Board and the Supervisory Board, or the related liabilities, if any.

 

The Articles provide for a Supervisory Board of one or more persons.The Articles also provide for the appointment of one or more managing directorsA, and one or more managing directors B, under the supervision of theSupervisory Board. The number of supervisory directors and the number ofmanaging directors is determined by the Supervisory Board. Metron presently hassix supervisory directors, three managing directors A and one managing directorB.

 

The general meeting of shareholders appoints the supervisory directorsand at all times has the power to suspend or dismiss any supervisory director.A resolution to appoint a supervisory director can only be passed uponrecommendation by the Supervisory Board. Under the Articles, each member of theSupervisory Board holds office for a one-year term following that member’selection as a member of the Supervisory Board, or until that member’s earlierresignation, death or removal by a decision of a general meeting. However, amember of the Supervisory Board elected not at the annual general meeting ofshareholders but at an extraordinary meeting of shareholders serves until thenext annual general meeting of shareholders or until that member’s earlierresignation, death or removal by a decision of the annual general meeting. Inaddition, each supervisory director is required to resign as of the date of theannual general meeting of shareholders held in the year in which that directorattains the age of 72. A shareholders’ resolution to suspend or dismiss asupervisory director must be adopted by a two-thirds majority of the validvotes cast representing more than half of the issued share capital.

 

The entire Managing Board, as well as eachmanaging director A individually, has the power to represent Metron and bindMetron in agreements with third parties. A managing director B may onlyrepresent Metron together with another managing director. The general meetingof shareholders appoints the managing directors for an unlimited period of time,determines whether the managing director shall serve as a managing director Aor as a managing director B and at all times has the power to suspend ordismiss any managing director. A resolution to appoint a managing director canonly be passed upon recommendation by the Supervisory Board. Each managingdirector can at all times also be suspended by the Supervisory Board for aperiod of up to three

 

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months. A shareholders’ resolution to suspendor dismiss a managing director must be adopted by a two-thirds majority of thevalid votes cast representing more than half of the issued share capital. TheSupervisory Board decides on the remuneration and further terms and conditionsof employment for each of the managing directors. Managing directors, alongwith other employees of subsidiaries of Metron, are eligible for options underthe terms of Metron’s employee option plans.

 

**Supervisory Directors**

 

The names of the supervisory directors and certain information aboutthem as of May 31, 2004 is set forth below:

 
| **Name**           | ** ** | **Age**    | ** ** | **Position**         |
|--------------------|------------|------------|------------|----------------------|
| ** **         | ** ** | ** ** | ** ** | ** **           |
| Robert R. Anderson |       | 66         |       | Supervisory Director |
| Dana C. Ditmore    |       | 63         |       | Supervisory Director |
| Joel A. Elftmann   |       | 64         |       | Supervisory Director |
| William L. George  |       | 61         |       | Supervisory Director |
| Bruce M. Jaffe     |       | 60         |       | Supervisory Director |
| Sho Nakanuma       |       | 72         |       | Supervisory Director |

 

Robert R. Anderson has been a supervisory director of Metron sinceNovember 1995.  FromOctober 1998 through October 2000, Mr. Anderson was Chairman ofthe Board and, from October 1998 through April 2000, Chief ExecutiveOfficer of Yield Dynamics, Inc., (YDI) a semiconductor yield managementsoftware company.  Mr. Anderson wasChairman of the Board of Silicon Valley Research, a semiconductor designautomation software company, from January 1994 and served as ChiefExecutive Officer from April 1994 until July 1995 and fromDecember 1996 until October 1997 and as Chief Financial Officer fromSeptember 1994 to November 1995. Mr. Anderson co-founded KLA Instruments Corporation, now KLA-TencorCorporation, a supplier of equipment for semiconductor process control, in 1975and, until his retirement in 1994, served in various capacities including ChiefOperating Officer, Chief Financial Officer, Vice Chairman and Chairman.  Mr. Anderson also serves as a directorof MKS Instruments, Inc., a manufacturer of systems components for thesemiconductor industry, Trikon Technologies, Inc., a manufacturer ofsemiconductor process equipment, and AEHR Test Systems, Inc., a manufacturer ofsemiconductor test and burn-in equipment.

 

Dana C. Ditmore, has been a supervisory director of Metron sinceOctober 2003. Following his retirement from Applied Materials in 1997, hasserved as President of Oak Valley Consulting, Inc., which specializes in seniorexecutive coaching and mentoring in business and operations management andcapital equipment sales and service. From 2000 through 2002, Mr. Ditmore served as President and ChiefOperating Officer of Tru-Si Technologies, Inc., with the responsibility totransition the company from the product development of its semiconductorcapital equipment to a manufacturing and service organization. Between 1998 and2000, Mr. Ditmore served as Vice President and General Manager for LamResearch, Inc. for its Customer Support Business Group.  Mr. Ditmore was employed with AppliedMaterials from 1979 and served as its President of North America between 1992and 1995, with global responsibility for capital equipment systems and servicebusiness for all customer companies headquartered in North America. Prior tothis position, from 1982, Mr. Ditmore served as Vice President &General Manager for Applied Materials Customer Service Division, with worldwideresponsibility for service business and operations. Mr. Ditmore heldvarious senior positions with General Electric for 17 years prior to hisemployment with Applied Materials. Mr. Ditmore received his Bachelor’s and Master’s Degrees inMechanical Engineering from the University of California at Berkeley.  Mr. Ditmore graduated from GeneralElectric Advanced Engineering Training Program, and has served as Chairman ofthe National Society of Professional Engineers for its Santa Clara ValleyChapter.  Additionally, Mr. Ditmorehad served as Chairman of the Industry Advisory Council for San Jose StateUniversity College of Engineering.

 

Joel A. Elftmann, a co-founder of Metron, hasbeen a supervisory director of Metron since November 1995 and was amanaging director from October 1975 until November 1995.  He currently serves as President of CustomFab Solutions LLC, a custom manufacturer of components and sub assemblies forindustry.  Mr. Elftmann waspreviously the Chairman of the Board of FSI International, Inc., a principaland a large minority shareholder of Metron. Mr. Elftmann was a co-founderof FSI and served as a director of FSI from 1973 until January 2002.During that period he served at various times as President, Chief ExecutiveOfficer and Chairman of the Board.  Mr. Elftmannalso serves as a director of Veeco, Inc. Mr. Elftmann is a Director Emeritus and past Chairman of the Boardof Directors of Semiconductor Equipment & Materials International, a tradeassociation for suppliers to the semiconductor industry.

 

William L. George, has been a supervisory director of Metron sinceOctober 2003. Since 1999, has served as the Vice President of worldwidemanufacturing operations and order fulfillment for ON Semiconductor where heoversees technology development, manufacturing, quality and reliability andorder fulfillment operations at Metron’s facilities in the United States,China, Czech Republic, Slovakia, Japan, Philippines and Malaysia.

 

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From 1968 to 1999, Mr. George was employed by Motorola where hisassignments included various positions in engineering, research andmanufacturing. In 1996, Mr. George was appointed Corporate Vice Presidentand Director of Manufacturing of the Motorola Semiconductor Products Sector,with responsibility for directing investment and operational strategy forMotorola’s worldwide semiconductor manufacturing operations.  In 1992, Mr. George was appointedCorporate Vice President and Director of Manufacturing for Motorola’sSemiconductor Components Group, where he headed the worldwide manufacturingoperations of the group, including fabrication and final manufacturing plantsin Asia, Europe and the Americas. Mr. George received his Bachelor’s Degree in MetallurgicalEngineering in 1964 from the University of Oklahoma and earned a Ph.D. in MaterialsScience from Purdue University in 1968. He has authored ten papers onelectronic materials and devices and has been granted seven patents onsemiconductor devices. In 1996, Purdue recognized Mr. George as a“Distinguished Engineering Alumnus.”

 

Bruce M. Jaffe has been a supervisory director of Metron sinceNovember 2000.  Mr. Jaffe iscurrently the Chief Financial Officer and Vice President of LogicVision, Inc.,San Jose, CA. LogicVision is a provider of software tools used in the designand manufacture of complex semiconductors. He has been a director of Pemstar,Inc., a Minnesota-based global contract electronics manufacturer, sinceAugust 2000.  Mr. Jaffe servedas Senior Vice President and Chief Financial Officer of Bell Microproducts,Inc., a California-based distributor of mass storage and computer products,from 1997 to 1999.  From 1967 to 1996,Mr. Jaffe was employed by Bell Industries, a California-based distributorof electronic components, where he held several management positions, most recentlyas President, Chief Operating Officer and a member of the Board ofDirectors.  From 1965 to 1967,Mr. Jaffe was employed as an accountant by Price Waterhouse & Co. (nowPricewaterhouseCoopers LLP). Mr. Jaffe holds a B.S. degree in Business from the University ofSouthern California and is a certified public accountant.  Mr. Jaffe currently serves on the boardof advisors for the University of Southern California School of Business.

 

Sho Nakanuma has been a supervisory director of Metron since November 1999.  From 1997 to 2001, Mr. Nakanuma servedas Chairman of the Board of Directors of Ando Electric Company in Japan. From1988 to 1997, Mr. Nakanuma served as President of Ando Electric Company. From1984 to 1986, Mr. Nakanuma served as President of NEC Electronics Inc. inthe United States. From 1985 to 1988, Mr. Nakanuma served as a member ofthe Board of Directors of NEC Corporation in Japan. Mr. Nakanuma served asa member of the Board of Directors of Semiconductor Equipment and MaterialsInternational in the United States from 1996 to 2002. Mr. Nakanuma holds aB.S. degree in Chemical Engineering from Kyoto University and a Ph.D. inEngineering from Tokyo University.

 

**ManagingDirectors**

** **

**The namesof the managing directors and certain information about them as of May 31, 2004is set forth below:**

** **
| **NAME**              | ** ** | **AGE** | ** ** | **POSITIONS HELD WITH METRON**                                          |
|-----------------------|------------|---------|------------|-------------------------------------------------------------------------|
|                  |       |    |       |                                                                    |
| Edward D. Segal       |       | 64      |       | Chief Executive Officer and Managing Director A                         |
| Dennis R. Riccio      |       | 53      |       | President, Chief Operating Officer and Managing Director A              |
| Douglas J. McCutcheon |       | 55      |       | Senior Vice President, Chief Financial Officer and Managing Director  A |
| Gregory S. Greskovich |       | 39      |       | Vice President, Fab Solutions Group and Managing Director B             |

 

**Managing Directors A**

 

Edward D. Segal has been a managing director of Metron sinceNovember 1995. He joined Metron as President and Chief Executive Officerin July 1995. Prior to joining Metron, Mr. Segal served as Presidentand Chief Executive Officer of Transpacific Technology Corporation, a companythat he founded in 1982. Mr. Segal is Vice Chairman of the Board ofDirectors of Semiconductor Equipment & Materials International, a tradeassociation for suppliers to the semiconductor industry. Mr. Segal was arecipient of SEMI’s prestigious Bob Graham Award in 2002, given for marketingcontributions to the semiconductor materials and equipment industry.  Mr. Segal holds a B.S. degree inMetallurgical Engineering from Rensselaer Polytechnic Institute.

 

Dennis R.Riccio has been a managing director of Metron since October 2003 and has servedas President and Chief Operating Officer of Metron since January 2002.Mr. Riccio served as Senior Vice President, Global Customer Operations,for Asyst Technologies, Inc from August 1998 to December 2001.  From January 1997 to August 1998,he served as President of USA Operations of Novellus Systems, Inc., asemiconductor equipment manufacturer. From 1989 to January 1997, he held various senior managementpositions at Applied Materials, Inc. Mr. Riccio holds a B.S. degree in Public Administration from theUniversity of Arizona.

 

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Douglas J.McCutcheon has been a managing director of Metron since November 2002, and hasserved as Senior Vice President and Chief Financial Officer sinceJanuary 2003.  Mr. McCutcheonhas over 25 years of experience in financial management in high-techindustries. Prior to joining Metron he served as Senior Vice President, ChiefFinancial Officer of Asyst Technologies, where he oversaw corporate financialmanagement, acquisitions and capital-raising events. He has held seniorfinancial management positions with Cadence Design Systems,  and with Diasonics, and he was the Presidentof Toshiba America Medical Credit (the financing arm of Toshiba’sbillion-dollar medical equipment business). Mr. McCutcheon holds a B.S.degree in physics from Stanford University and an M.B.A. in finance from theUniversity of California, Berkeley, and has served as a commissioned officer inthe U.S. Navy nuclear submarine service.

 

**Managing Director B**

 

Gregory S. Greskovich has been a managing director of Metron sinceOctober 2003.  Mr. Greskovich hasheld senior management positions in the semiconductor equipment industry forthe last 10 years, and, prior to joining Metron, held senior managementpositions at Asyst Technologies, Inc., where he most recently served as VicePresident of Europe Customer Operations and Managing Director. Previously, heserved as Vice President of sales for Asyst’s Austin, Texas, division. Prior tojoining Asyst, Mr. Greskovich spent six years as the Vice President ofMarketing and Sales for Progressive System Technologies, Inc.  Mr. Greskovich holds an M.B.A. fromMercer University (Atlanta, Georgia) and a J.D. from the University of Miami inFlorida.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the 1934 Act requires Metron’s directors andexecutive officers, and persons who own more than ten percent of a registeredclass of Metron’s equity securities, to file with the SEC initial reports ofownership and reports of changes in ownership of Common Shares and other equitysecurities of Metron.  Officers,directors and greater than ten percent shareholders are required by SECregulation to furnish Metron with copies of all Section 16(a) forms theyfile.

 

**ToMetron’s knowledge, based solely on a review of the copies of such reportsfurnished to Metron all Section 16(a) filing requirements applicable toits officers, directors and greater than ten percent beneficial owners werecomplied with during the fiscal year ended May 31, 2004.**

** **

**AuditCommittee**

** **

The Audit Committee of the Supervisory Board has responsibility foroverseeing Metron’s financial reporting process, including responsibility forthe appointment, compensation, retention and oversight of the work of Metron’sindependent auditors and any other registered public accounting firm providingservices to Metron.  The Audit Committeeis also be responsible for reviewing Metron’s systems of internal control overcorporate accounting procedures. The Audit Committee met four times during thefiscal year ended May 31, 2004. The following supervisory directors are membersof the Audit Committee:  Messrs.Anderson, Ditmore and Jaffe.  All membersof Metron’s Audit Committee are independent (as independence is defined in Rule4200(a)(14) of the NASD listing standards). The Board of Directors has determined that each of Messrs. Anderson and Jaffe qualify as an “audit committee financial expert,” asdefined in applicable SEC rules.  TheBoard made a qualitative assessment of each of Messrs.  Anderson andJaffe’s level of knowledge and experience based on a number of factors,including their formal education and experience.

 

**Codeof Ethics**

** **

**Metronhas adopted the Metron Technology N.V. Code of Business Conduct and Ethics thatapplies to all officers, supervisory and managing directors and employees,including our principal executive officer, principal financial officer andprincipal accounting officer.  The Code ofBusiness Conduct and Ethics is filed herewith as exhibit 14.1. If Metron makesany substantive amendments to the Code of Business Conduct and Ethics or grantsany waiver from a provision of the Code of Business Conduct and Ethics to anyexecutive officer or director, Metron will promptly disclose the nature of theamendment or waiver by filing a Current Report on Form 8-K with the SEC,disclosing such information.**

 

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## **ITEM 11. EXECUTIVECOMPENSATION**

 

**Compensation of Supervisory Directors**

 

**Each SupervisoryDirector of Metron receives an annual retainer of $10,000 (paid quarterly), ameeting fee of $1,000 ($500 for telephonic attendance and $500 for eachcommittee meeting attended by committee members on a separate day and an extra$500 committee meeting fee for a committee chairman).  The members of the Supervisory Board are alsoeligible for reimbursement for expenses incurred in connection with attendanceat Supervisory Board meetings in accordance with Company policy.  In the fiscal year ended May 31, 2004, thetotal compensation and expenses paid to non-employee supervisory directors was$126,712.**

** **

**Eachsupervisory director of Metron also receives stock option grants under theDirectors’ Plan.  Only non-employeesupervisory directors of Metron are eligible to receive options under theDirectors’ Plan.  Options granted underthe Directors’ Plan are intended by Metron not to qualify as incentive stockoptions under the Code.**

** **

**Optiongrants under the Directors’ Plan are non-discretionary.  On April 13, 1997, each supervisorydirector then in office was automatically granted an option to purchase 15,000Common Shares from the Directors’ Plan. Subsequently, each person who was or is elected or appointed for the firsttime to serve as a supervisory director is granted an option to purchase 15,000Common Shares from the Directors’ Plan. In addition, on the date of each AnnualMeeting, commencing with the 2003 Annual Meeting, each member of theSupervisory Board who has served as a director for at least six months and whois reelected at such Annual Meeting, is automatically granted an option topurchase 5,000 Common Shares under the Director’s Plan. Prior to the 2003Annual Meeting, the annual automatic grant was an option to purchase 3,750shares rather than 5,000. The exercise price of each option granted under theDirectors’ Plan may not be less than one hundred percent (100%) of the fairmarket value of the shares subject to such option on the date such option isgranted.  Options granted under the Directors’Plan generally may not be exercised until such options have vested.   Options vest at a rate of 25%, at the end ofthe first year such optionee has provided one year of continuous service toMetron or its affiliates as a director following the date of such option grant,and 25% each year thereafter in accordance with the terms of the grant.  The term of each option granted under theDirectors’ Plan commences on the date it is granted and, unless sooner terminatedas set forth in the option grant, expires on the date ten (10) years from thedate of grant.  In the event of certainmergers of Metron with or into another corporation or a consolidation,acquisition of assets or other change-in-control transactions involving Metron,the vesting of each option will accelerate and the option will terminate if notexercised prior to the consummation of the transaction.**

** **

**Duringthe fiscal year 2004, Metron granted options covering 50,000 shares to thesupervisory directors of Metron, at an exercise price per share of $4.15. Thefair market value of such Common Shares on the date of grant was $4.15 pershare (based on the closing sales price reported on the Nasdaq National Marketfor the date of grant). As of July 31, 2004, no options had been exercisedunder the Directors’ Plan.**

** **

**Compensation of Managing Directors**

 

**Thefollowing table shows for the fiscal years ended May 31, 2004, 2003 and 2002compensation awarded or paid to, or earned by, Metron’s Chief Executive Officerand its other four most highly compensated officers (the “Named ExecutiveOfficers”):**

 

**Summary Compensation Table**

 
| ** **                                                                | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Long Term  Compensation** | ** ** | ** **                        | ** ** |
|---------------------------------------------------------------------------|------------|------------|------------|-------------------------|------------|-----------------------------|------------|-----------------------------------|------------|
| **Name  and Principal Position**                                          | ** ** | **Year**   | ** ** | **Salary($)**           | ** ** | **Bonus($)**                | ** ** | **Other Annual  Compensation($)** | ** ** | **Securities  Underlying  Options/  SARS(#)** | ** ** | **All Other Compensation  ($)** | ** ** |
|                                                                      |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |
| Edward D. Segal                                                           |       | 2004       |       | 276,788                 |       | —                      |       | —                            |       | 80,000 |   | 16,301 | (1) |
| Chief Executive Officer and                                               |       | 2003       |       | 276,300                 |       | —                      |       | —                            |       | 50,000 |   | 34,425 | (1) |
| Managing Director                                                         |       | 2002       |       | 286,533                 |       | —                      |       | —                            |       | 120,000 |   | 129,832 | (1) |
| ** **                                                                | ** ** | ** ** | ** ** | ** **              | ** ** | ** **                  | ** ** | ** **                        | ** ** | ** ** | ** ** | ** ** | ** ** |
| Dennis R. Riccio                                                          |       | 2004       |       | 252,000                 |       | —                      |       | 29,400                            | (2)        | 100,000 |   | 1,188 | (3) |
| President, Chief Operating Officer                                        |       | 2003       |       | 252,000                 |       | —                      |       | 40,425                            | (2)        | 35,000 |   | 1,172 | (3) |
| and Managing Director                                                     |       | 2002       |       | 101,285                 |       | —                      |       | —                            |       | 300,000 |   | 425 | (3) |
|                                                                      |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |
| Douglas J. McCutcheon                                                     |       | 2004       |       | 225,000                 |       | —                      |       |                              |       | 50,000 |   | 1,085 | (3) |
| Senior Vice President and Chief  Financial Officer and Managing  Director |       | 2003       |       | 96,000                  | (4)        | —                      |       | 62,800                            | (5)        | 100,000 |   | 360 | (3) |
|                                                                      |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |
| Gregory S. Greskovich                                                     |       | 2004       |       | 181,446                 | (6)        | —                      |       | —                            |       | 90,000 |   | 875 | (3) |
| Vice President, Fab Solutions  Group and Managing Director                |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |
|                                                                      |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |
| Peter Postiglione                                                         |       | 2004       |       | 120,416                 | (7)        | —                      |       | —                            |       | 50,000 |   | 582 | (3) |
| Vice President, Equipment  Solutions Group                                |       |       |       |                    |       |                        |       |                              |       |   |   |   |   |

 

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(1)                For 2004, represents $12,920 ininterest on shareholder receivables, $2,214 in car allowance and $1,167 ininsurance premiums.  For 2003, represents$31,704 in interest on shareholder receivables, $1,624 in car allowances and$1,097 in insurance premiums.  For 2002,represents $3,150 in payments to a defined contribution plan, $1,611 in carallowances, $1,277 in insurance premiums, $80,307 in interest on shareholderreceivables and $43,487 in tax services.

(2)                Represents housing allowance.

(3)                Represents insurance premiums.

(4)                Mr. McCutcheon was appointedSenior Vice President and Chief Financial Officer of Metron inJanuary 2003.

(5)                Represents consulting arrangement priorto employment.

(6)                Mr. Greskovich was appointed theVice President, Fab Solutions Group of Metron in June 2003.

(7)                Mr. Postiglione was appointed VicePresident, Equipment Solutions Group in March 2004.

 

**Stock Option Grants And Exercises**

 

Metron grants options to its executive officers under its Amended andRestated Employee Stock Option Plan (the “Option Plan”) and Supplemental StockOption Plan (the “Supplemental Plan”). As of July 31, 2004, options topurchase a total of 2,953,858 shares were outstanding under the Option Plan andoptions to purchase 1,001,274 shares remained available for grant thereunder,and options to purchase a total of 427,310 shares were outstanding under theSupplemental Plan and options to purchase 72,440 shares remained available forgrant thereunder.

 

The following tables show, for the fiscal year ended May 31, 2004,certain information regarding options granted to, exercised by, and held atyear-end by, the Named Executive Officers:

 

**OPTION/SAR GRANTS IN FISCAL 2004**

 
| ** **                | ** ** | **Individual Grants**                               | ** ** | ** **                                             | ** ** | ** **            | ** ** | ** **     | ** **                | ** **                                                                                 | ** ** |
|---------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------|------------|-----------------------|------------|----------------|---------------------------|--------------------------------------------------------------------------------------------|------------|
| ** **                | ** ** | **Number of  Securities  Underlying  Options/SARs** | ** ** | **% of  Total  Options/  SARs  Granted to  Employees** | ** ** | **Exercise  Or Base** | ** ** | ** **     | ** **                | **Potential Realizable  Value at Assumed  Annual Rates of  Stock Price  Appreciation for** | ** ** |
| ** **                | ** ** | **Granted**                                         | ** ** | **in Fiscal**                                          | ** ** | **Price**             | ** ** | **Expiration** | ** **                | **Option Term(3)**                                                                         | ** ** |
| **Name**                  | ** ** | **(#)**                                             | ** ** | **Year (1)**                                           | ** ** | **($/Sh)(2)**         | ** ** | **Date**       | ** **                | **5% ($)**                                                                                 | ** ** | **10% ($)** | ** ** |
| ** **                | ** ** | ** **                                          | ** ** | ** **                                             | ** ** | ** **            | ** ** | ** **     | ** **                | ** **                                                                                 | ** ** | ** ** | ** ** |
| Edward D. Segal (4)       |       | 80,000                                              |       | 7.8                                                    | %          | $                     | 2.45       |           | May 31, 2013              |                                                                                       | $          | 319,263 |   | $ | 508,374 |   |
| Dennis R. Riccio (4)      |       | 100,000                                             |       | 9.7                                                    | %          | $                     | 2.45       |           | May 31, 2013              |                                                                                       | 399,079    |   | 635,467 |   |
| Douglas J. McCutcheon (4) |       | 50,000                                              |       | 4.9                                                    | %          | $                     | 2.45       |           | May 31, 2013              |                                                                                       | 199,540    |   | 317,733 |   |
| Gregory S. Greskovich (4) |       | 90,000                                              |       | 8.7                                                    | %          | $                     | 2.45       |           | May 31, 2013              |                                                                                       | 359,171    |   | 571,920 |   |
| Peter Postiglione (5)     |       | 15,000                                              |       | 1.5                                                    | %          | $                     | 4.30       |           | October 25, 2013     |                                                                                       | 39,908     |   | 63,547 |   |
| Peter Postiglione (6)     |       | 35,000                                              |       | 3.4                                                    | %          | $                     | 3.09       |           | March 31,  2014 |                                                                                       | 176,165    |   | 280,513 |   |
|                           |            |                                                     |            |                                                        |            |                       |            |                |                           |                                                                                            |            |  |  |  |  |  |

 

----

(1)                                  Based on options topurchase an aggregate of 1,028,900 shares granted to employees (includingemployee directors) during the fiscal year ended May 31, 2004. Theforegoing total excludes options granted to consultants and non-employeedirectors.

 

7

----

 

(2)                                  The exercise priceper share of each option was equal to the quoted fair market value of theCommon Shares on the date of grant.

 

(3)                                  The potential realizablevalue is calculated based on the term of the option at its time of grant. It iscalculated by assuming that the stock price on the date of grant appreciates atthe indicated annual rate, compounded annually for the entire term of theoption and that the option is exercised and sold on the last day of its termfor the appreciated stock price. The 5% and 10% rates represent certain assumedrates of appreciation only, in accordance with the rules of the Securities andExchange Commission, and do not reflect Metron’s estimate or projection offuture stock price performance. Actual gains, if any, are dependent on theactual further performance of the common shares, and no gain to the optionee ispossible unless the stock price increases over the option term.

 

(4)                                  6.25% of the sharessubject to the option granted vested on September 1, 2003 and 6.25% ofsuch shares vest every quarter during the four years thereafter.

 

(5)                                  25% of the sharessubject to the option granted vest on October 26, 2004 and 25% of suchshares vest annually for the three years thereafter.

 

(6)                                  25% of the sharessubject to the option granted vest on April 1, 2005 and 25% of such sharesvest annually for the three years thereafter.

 

#### ***AGGREGATED OPTION/SAR EXERCISES IN LAST FISCALYEAR, AND FISCAL YEAR-END OPTION/SAR VALUES***

 
| **Name**              | ** ** | **Shares  Acquired  on Exercise(#)** | ** ** | **Value  Realized($)(1)** | ** ** | **Number of  Securities  Underlying  Unexercised  Options/SARs at  Fiscal Year-End (#)  Exercisable  Unexercisable** | ** ** | **Value of  Unexercised  In-the-Money  Options/SARs at  Fiscal Year-End ($)(2)  Exercisable  Unexercisable** | ** ** |
|-----------------------|------------|--------------------------------------|------------|---------------------------|------------|----------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|------------|
| ** **            | ** ** | ** **                           | ** ** | ** **                | ** ** | ** **                                                                                                           | ** ** | ** **                                                                                                   | ** ** |
| Edward D. Segal       |       | 10,000                               |       | —                    | (3)        | 38,750                                                                                                               |       | 91,250                                                                                                       |       | $ | 33,238 |   | $ | 72,463 |   |
| Dennis R. Riccio      |       | —                               |       | —                    |       | 38,125                                                                                                               |       | 96,875                                                                                                       |       | 30,306 |   | 71,844 |   |
| Douglas J. McCutcheon |       | —                               |       | —                    |       | 43,750                                                                                                               |       | 106,250                                                                                                      |       | 56,125 |   | 129,875 |   |
| Gregory S. Greskovich |       | —                               |       | —                    |       | 22,500                                                                                                               |       | 67,500                                                                                                       |       | 14,400 |   | 43,200 |   |
| Peter Postiglione     |       | —                               |       | —                    |       | —                                                                                                               |       | —                                                                                                       |       | — |   | — |   |
|                       |            |                                      |            |                           |            |                                                                                                                      |            |                                                                                                              |            |  |  |  |  |  |  |

 

----

(1)                                  The value realized isbased on the fair market value of the Common Shares on the exercise date minusthe exercise price.

 

(2)                                  Thevaluations are based on the fair market value of the Common Shares onMay 31, 2004 of $2.45, minus the exercise price of the options.

 

(3)                                  Onthe day Mr. Segal exercised his options, the market price of the sharespurchased was less than the exercise price.

 

**Employment Agreements and Termination of Employment Arrangements**

 

**Edward D.Segal, Dennis R. Riccio and Douglas J. McCutcheon are each employed pursuant toan employment contract with a subsidiary of Metron, which is incorporated intheir country of residence.  As aconsequence of the fact that Metron was reporting operating losses, all NamedExecutive Officers agreed to accept a 10% reduction in their current basesalaries effective October 1, 2001 for an indefinite period.  The reductions remained in effect as of theend of fiscal year 2004.**

** **

Edward D. Segal is employed pursuant to an employment contract enteredinto in September 1999 with Metron Technology Corporation, a Californiacorporation and wholly-owned subsidiary of Metron (“MTC”), and with Metron. Theemployment contract provides that Mr. Segal will serve as a managingdirector of Metron and as Metron’s Chief Executive Officer at an annual salaryof not less than $295,000. The agreement also provides for Mr. Segal’sparticipation in an annual incentive compensation plan approved by the

 

8

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Supervisory Board and for other usual and customary benefits. Metronand MTC agreed to indemnify Mr. Segal against any liability to which hemay be subject for judgments, settlements, penalties, fees and expenses ofdefense, including attorney’s fees, bonds and costs of investigation, arisingout of or in any way related to acts or omissions as a member of the ManagingBoard, or an executive officer, or in any other capacity in which services arerendered to Metron or MTC and its subsidiaries. However, Mr. Segal wouldnot be entitled to indemnification under this agreement under certaincircumstances, including if indemnification is unlawful.  If Mr. Segal’s employment is terminatedby MTC without cause or by Mr. Segal for good reason or due to disability,in exchange for Mr. Segal’s signing a release of all claims, he willcontinue to receive his base salary for a period of 12 months in additionto other customary benefits.

 

Dennis R. Riccio is employed pursuant to an employment contract enteredinto in November 2001 with MTC and with Metron. The employment contractprovides that Mr. Riccio will serve as a managing director of Metron andas Metron’s President and Chief Operating Officer at an annual salary of notless than $280,000. The agreement also provides for Mr. Riccio’sparticipation in an annual incentive compensation plan approved by theSupervisory Board and for other usual and customary benefits. Metron and MTCagreed to indemnify Mr. Riccio against any liability to which he may besubject for claims, damages, judgments, losses, liabilities, fees and expensesof defense, including attorney’s fees, bonds and costs of investigation,arising out of or in any way related to acts or omissions as a member of theManaging Board, or an executive officer, or in any other capacity in whichservices are rendered to Metron or MTC and its subsidiaries. However,Mr. Riccio would not be entitled to indemnification under this agreementunder specified circumstances including if indemnification is unlawful. IfMr. Riccio’s employment is terminated by MTC without cause or byMr. Riccio for good reason or due to disability, in exchange forMr. Riccio’s signing a release of all claims, he will continue to receivehis final base salary for a period of 12 months in addition to othercustomary benefits.

 

Douglas J. McCutcheon is employed pursuant to an employment contractentered into in January 2003 with MTC and with Metron. The employmentcontract provides that Mr. McCutcheon will serve as a managing director ofMetron and as Metron’s Senior Vice President and Chief Financial OperatingOfficer at an annual salary of not less than $225,000. Metron grantedMr. McCutcheon an option to purchase 100,000 Common Shares and anadditional option to purchase 50,000 Common Shares in June 2003.  The agreement also provides forMr. McCutcheon’s participation in an annual incentive compensation planapproved by the Supervisory Board and for other usual and customarybenefits.  Metron and MTC agreed toindemnify Mr. McCutcheon against any liability to which he may be subjectfor claims, damages, judgments, losses, liabilities, fees and expenses of defense,including attorney’s fees, bonds and costs of investigation, arising out of orin any way related to acts or omissions as a member of the Managing Board, oran executive officer, or in any other capacity in which services are renderedto Metron or MTC and its subsidiaries. However, Mr. McCutcheon would notbe entitled to indemnification under this agreement under specifiedcircumstances including if indemnification is expressly prohibited underapplicable law or prohibited by Metron’s Articles or MTC’s Articles ofIncorporation. If Mr. McCutcheon’s employment is terminated by MTC withoutcause or by Mr. McCutcheon for good reason or due to disability, inexchange for Mr. McCutcheon’s signing a release of all claims, he willcontinue to receive his final base salary for a period of 12 months in additionto other customary benefits.

 

**Compensation Committee Interlocks and Insider Participation**

 

The Company’s compensation committee consists of Messrs. Anderson,Elftmann and George.

 

None of the current members of the Company’s compensation committee isan officer or employee of the Company. Mr. Elftmann is President of Custom Fab Solutions LLC and wasrecently the Chairman of the Board of FSI, one of the Company’s suppliers andshareholders.  See “Item 13 CertainRelationships and Related Transactions.” for a more detailed description of therelationship between the Company and each of FSI and Custom Fab Solutions LLC.

 

9

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**ITEM 12. SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT**

 

The following table sets forth certain information regarding theownership of the Common Shares as of July 31, 2004 by: (i) eachsupervisory director; (ii) each managing director named in the SummaryCompensation Table; (iii) all managing directors and supervisory directorsof Metron as a group; (iv) each of the executive officers named in the SummaryCompensation Table; and (v) all those known by Metron to be beneficialowners of more than five percent of the Common Shares. Unless otherwiseindicated, to our knowledge, all persons listed below have sole voting andinvestment power with respect to their Common Shares, except to the extentauthority is shared by spouses under applicable law. Unless otherwise noted,the address of each shareholder is c/o Metron Technology N.V., 4425 FortranDrive, San Jose, California 94010.

 
| ** **                                                                              | ** ** | **Total Ownership(1)**                      | ** ** |
|-----------------------------------------------------------------------------------------|------------|---------------------------------------------|------------|
| **Name  and Address**                                                                   | ** ** | **Common Shares as of  July 31, 2004** | ** ** | **Total Shares  Beneficially Owned (2)** | ** ** | **Percentage** | ** ** |
|                                                                                    |       |                                        |       |   |   |   |   |
| FSI  International, Inc.(3)  3455 Lyman Boulevard,  Chaska, MN 55318                    |       | 1,497,003                                   |       | 1,526,166 |   | 11.88 | % |
| Entegris, Inc.  3500 Lyman Boulevard  Chaska, MN 55318                                  |       | 1,052,887                                   |       | 1,052,887 |   | 8.21 | % |
| Royce & Associates, LLC  1414 Avenue of the Americas  New York, NY  10019      |       | 1,370,900                                   |       | 1,370,900 |   | 10.68 | % |
| Broadview Advisors, LLC (4)100 E. Wisconsin  Ave.  Suite 2500  Milwaukee, WI 53202 |       | 743,100                                     |       | 743,100 |   | 5.79 | % |
| Robert R. Anderson (5)                                                                  |       | 82,237                                      |       | 114,112 |   |   | * |
| Dana C. Ditmore                                                                         |       | 0                                           |       | 0 |   |   | * |
| Joel A. Elftmann (6)                                                                    |       | 0                                           |       | 2,813 |   |   | * |
| William L. George                                                                       |       | 0                                           |       | 0 |   |   | * |
| Bruce M. Jaffe (7)                                                                      |       | 2,000                                       |       | 16,063 |   |   | * |
| Sho Nakanuma (8)                                                                        |       | 0                                           |       | 20,625 |   |   | * |
| Edward D. Segal (9)                                                                     |       | 588,487                                     |       | 1,215,373 |   | 9.03 | % |
| Dennis R. Riccio (10)                                                                   |       | 21,437                                      |       | 256,281 |   | 1.96 | % |
| Douglas J. McCutcheon (11)                                                              |       | 22,138                                      |       | 75,888 |   |   | * |
| Gregory S. Greskovich (12)                                                              |       | 0                                           |       | 28,750 |   |   | * |
| Peter Postiglione                                                                       |       | 0                                           |       | 0 |   |   | * |
| All Supervisory Directors and Managing  Directors as a group (11 persons) (13)          |       | 716,299                                     |       | 1,729,903 |   | 12.49 | % |

 

----

*                                         Representsbeneficial ownership of less than one percent of Metron’s Common Shares.

 

(1)                                  This table is basedupon information supplied by supervisory directors, managing directors andofficers and with respect to the principal shareholders solely on Schedules 13Dand 13G filed with the SEC.

 

(2)                                  Beneficial ownershipis determined in accordance with the rules of the SEC. Applicable percentageownership is based on 12,831,996 Common Shares outstanding as of July 31,2004, together with applicable options for such shareholder. Common Sharessubject to options currently exercisable, or exercisable within 60 days ofJuly 31, 2004, are not deemed outstanding for computing the percentageownership of any other person.

 

(3)                                  Includes 29,063shares issuable to Joel A. Elftmann pursuant to options exercisable within 60days of July 31, 2004. Mr. Elftmann has assigned such options to FSIInternational, Inc.

 

10

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(4)                                  Information is basedupon Schedule 13F filed with the SEC on July 28, 2004.

 

(5)                                  Consists of 82,237shares held by Mr. Anderson and 31,875 shares issuable pursuant to optionsexercisable within 60 days of July 31, 2004.

 

(6)                                  Consists of 2,813shares issuable pursuant to options exercisable within 60 days of July 31,2004.

 

(7)                                  Consists of 2,000shares held by Mr. Jaffe and 14,063 shares issuable pursuant to optionsexercisable within 60 days of July 31, 2004.

 

(8)                                  Consists of 20,625shares issuable pursuant to options exercisable within 60 days of July 31,2004.

 

(9)                                  Consists of 458,959shares held by Mr. Segal, 129,528 shares held by Segal Investments LP, aninvestment partnership of which Mr. Segal is the Managing Partner and626,886 shares issuable pursuant to options exercisable within 60 days ofJuly 31, 2004. Mr. Segal disclaims beneficial ownership of the sharesheld by Segal Investments LP.

 

(10)                            Consists of 21,437 sharesheld by Mr. Riccio and 234,844 shares issuable pursuant to optionsexercisable within 60 days of July 31, 2004.

 

(11)                            Consists of 22,138 sharesheld by Mr. McCutcheon and 53,750 shares issuable pursuant to optionsexercisable within 60 days of July 31, 2004.

 

(12)                            Consists of 28,750 sharesissuable pursuant to options exercisable within 60 days of July 31, 2004.

 

(13)                            Includes an aggregate of716,299 shares held by Supervisory Directors and Officers and 988,343 sharesissuable pursuant to options exercisable within 60 days of July 31,2004. The aggregate 716,299 shares held by Supervisory Directors and Officersincludes 129,528 shares owned by the investment partnership of Mr. Segal.

 

**Changes in Control**

 

**2003 Debentures**

 

On August 25, 2003, Metron completed the sale to certaininstitutional investors, in a transaction exempt from registration under theSecurities Act, of convertible debentures in an aggregate principal amount of$7,000,000, bearing interest at the rate of 8% per annum and having a maturitydate of February 25, 2007 (the “Debentures”), and warrants to purchase anaggregate of 811,594 Common Shares (the “Financing Warrants”), of which 50%have an exercise price of $3.97 per share and 50% have an exercise price of$4.31 per share, and all of which are exercisable until August 25, 2007(the “Financing”). The Debentures and Warrants were issued under a SubscriptionAgreement, dated August 25, 2003.

 

Metron is entitled to issue Common Shares in lieu of the cash paymentof interest on the Debentures. Common Shares issued in lieu of cash to payinterest are valued at 90% of the average of the volume-weighted averagetrading prices for the 20 trading days preceding the relevant interest paymentdate.

 

The conversion price of the Debentures is subject to adjustments undercertain circumstances. If certain changes occur to the Company’scapitalization, such as a stock split, dividend of Common Shares or othercapital reorganization, then the conversion price of the Debentures will beadjusted appropriately. In addition, the conversion price will be adjusteddownward if the Company issues securities at a per share price less than thethen-applicable conversion price (a “Debenture Adjustment Issuance”),excluding, among other things, issuances in connection with certain strategictransactions and issuances of options to employees, managing directors andsupervisory directors. After a Debenture Adjustment Issuance, the newconversion price of the Debentures would equal the per share price of suchDebenture Adjustment Issuance. If the conversion price of the Debentures areadjusted, upon conversion of the Debentures more Common Shares will be issued,and a change of control of Metron may occur.

 

11

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**2004 Debentures**

 

On June 16, 2004, Metron completed the sale to certaininstitutional investors, in a transaction exempt from registration under theSecurities Act, of convertible debentures in an aggregate principal amount of$6,000,000, bearing interest at the rate of 6.5% per annum and having amaturity date of June 16, 2008 (the “2004 Debentures”), and warrants topurchase an aggregate of 766,768 Common Shares (the “2004 Warrants”), of which50% have an exercise price of $3.79 per share and 50% have an exercise price of$3.92 per share, and all of which are exercisable until June 16, 2009 (the“2004 Financing”).  The 2004 Debenturesand 2004 Warrants were issued under a Subscription Agreement, dated May 26,2004.

 

The 2004 Debentures are initially convertible into 1,666,665 CommonShares at a price of $3.60 per share. Metron is entitled to issue Common Sharesin lieu of the cash payment of interest on the 2004 Debentures, subject tocertain conditions, including shareholder approval of the issuance ofadditional  Common Shares.  Common Shares issued in lieu of cash to payinterest are valued at 90% of the average of the volume-weighted averagetrading prices for the 20 trading days preceding the relevant interest paymentdate.

 

The conversion price of the Debentures is subject to adjustments undercertain circumstances.  If certainchanges occur to Metron’s capitalization, such as a stock split, dividend ofCommon Shares or other capital reorganization, then the conversion price of the2004 Debentures will be adjusted appropriately. In addition, the conversionprice will be adjusted downward if Metron issues securities at a per shareprice less than the then-applicable conversion price (a “2004 DebentureAdjustment Issuance”), excluding, among other things, issuances in connectionwith certain strategic transactions and issuances of options to employees,managing directors and supervisory directors. After a 2004 Debenture AdjustmentIssuance, the new conversion price of the 2004 Debentures would equal the pershare price of such 2004 Debenture Adjustment Issuance.  If the conversion price of the 2004Debentures are adjusted, upon conversion of the 2004 Debentures more CommonShares will be issued and a change of control of Metron may occur.

 

Edward D. Segal, FSI International, Inc. (“FSI”), Entegris, Inc.(“Entegris”), Broadview Associates and Royce Associates have entered intovoting agreements with the investors who purchased the Debentures, pursuant towhich they have agreed to vote their Metron shares in favor of the approval ofthe issuance of additional Common Shares, in an aggregate amount exceedng19.999% of the outstanding Common Shares, at Metron’s 2004 Annual Meeting ofSharholders.  Together, theseshareholders hold approximately 29.3% of the outstanding Common Shares as ofJuly 31, 2004.

 

**Applied Transaction**

 

On August 16, 2004, Metron entered into a Stock and Asset PurchaseAgreement (“Purchase Agreement”) with Applied Materials, Inc. (“Applied”),a Delaware corporation, pursuant to which Applied would acquire the worldwideoperating subsidiaries and business of Metron. Under the terms of the PurchaseAgreement, Applied would pay approximately $84,567,000 in cash to Metron forall outstanding shares of Metron’s worldwide operating subsidiaries andsubstantially all of the other assets of Metron, and would assume certainMetron liabilities. The acquisition, which is subject to regulatory and Metronshareholder approval and other closing conditions, is expected to close inMetron’s second fiscal quarter, ending November 30, 2004.

 

Edward D. Segal, Dennis R. Riccio, Douglas J. McCutcheon, GregGreskovich, Sho Nakanuma, Bruce M. Jaffe, William L. George, Joel A. Elftmann,Dana C. Ditmore, Robert R. Anderson, Entegris, Inc. and FSI International,Inc., collectively holding an aggregate of approximately 25.74% of Metron’soutstanding common stock have entered into voting agreements with Applied,dated as of August 16, 2004, and have delivered proxies to Applied,pursuant to which they have agreed to vote their Metron shares in favor of theapproval of the Purchase Agreement and related matters contemplated by thePurchase Agreement at Metron’s 2004 Annual Meeting of Shareholders.

 

### ***EQUITY COMPENSATION PLAN INFORMATION***

### *** ***

The followingtable provides certain information with respect to all of the Company’s equitycompensation plans in effect as of May 31, 2004.

 
| **Plan  Category**                                          | ** ** | **Number of securities to be  issued upon exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted average exercise  price of outstanding options,  warrants and rights** | ** ** | **Number of securities  remaining available for future  issuance** | ** ** |
|-------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                            | ** ** | **(b)**                                                                           | ** ** | **(c)**                                                            | ** ** |
| Equity compensation plans approved by  security holders     |       | 3,127,608                                                                                          |       | $                                                                                 | 6.42       |                                                               | 1,052,524  |   |
| Equity compensation plans not approved by  security holders |       | 427,310                                                                                            |       | $                                                                                 | 2.83       |                                                               | 72,440     |   |
| Total                                                       |       | 3,554,918                                                                                          |       | $                                                                                 | 5.99       |                                                               | 1,124,964  |   |

 

12

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## **ITEM 13. CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

**Transactions with FSI**

 

As of May 31, 2004, FSI held approximately 11.7% of Metron’soutstanding shares. In fiscal 2004, 2003 and 2002 FSI products sold accountedfor 1%, 11% and 13% of Metron’s revenue, respectively. In addition,Mr. Elftmann, a Supervisory Director of Metron, was Chairman of the Boardof FSI until January 2002.

 

**DistributionAgreement.**

 

In October 2002, Metron and FSI entered into a transitionagreement, providing for the early termination of their distribution agreementsin Europe and Asia. Pursuant to the agreement, effective March 1, 2003,FSI assumed direct sales, service and applications support and logisticsresponsibilities for its surface conditioning and microlithography products inEurope and Asia, except that Metron continued to take purchase orders for spareparts until April 15, 2003 in accordance with the terms of thedistribution agreements, while Metron continues to represent FSI products inIsrael.

 

**Other Agreements.**

 

As aSupervisory Director of Metron, Mr. Elftmann receives yearly optiongrants. In addition, Mr. Elftmann agreed to convey title to these options(if this is permitted by their terms) and any shares received upon exercise ofthe option to FSI or to sell the shares and remit the proceeds to FSI uponFSI’s request.

 

**Transactions with Entegris**

** **

As of May 31, 2004, Entegris held approximately 8.21% of the Company'soutstanding shares.  

 

**DistributionAgreements***.*

* *

On January 8, 2001 Metron and Entegris entered into an agreement tomodify their existing distribution relationship.  Pursuant to that agreement, Entegris agreedto transfer to Metron 1,125,000 Common Shares and make cash payments totaling$1.75 million to Metron over a 15-month period. On February 13, 2001, Metron and Entegris entered into a transitionagreement whereby Entegris assumed direct sales responsibility for productsfrom its Microelectronics Group in Europe beginning April 1, 2001, and in Asiabeginning May 1, 2001.  Pursuant to thetransition agreement, Metron received revenue (either in the form of a 10%sales commission or a discount off the sales list price, which ranges from 5%to 40% depending on the product) for orders received before the above dates andshipped within the 90 days following these dates.  In addition, on March 1, 2001, Metron andEntegris entered into a new distribution agreement, under which Metron will continueto distribute Entegris' Fluid Handling Group product line in all regions inEurope, Asia and parts of the United States covered under the previousdistribution agreements.  Thedistribution agreement will continue until August 31, 2005 and renew automaticallyfor successive 5-year terms.  The partiesmay terminate the agreement early under certain circumstances or, with 12months' notice, at the end of the then-current term.  Pursuant to the distribution agreement,Entegris has agreed to sell products to Metron at a 10% to 40% discount fromthe published list price, depending on the product.  If Entegris asks Metron to act as amanufacturer's sales representative, Entegris will provide Metron with acommission structure for those sales.  OnAugust 30, 2004, Metron recieved a letter from Entegris notifying Metron ofEntegris' intent to terminate the distribution agreement at the end of thecurrent term of the agreement, which term ends on August 31, 2005.

 

**Indebtedness of Management**

 

In July 1995, Edward D. Segal, President andChief Executive Officer entered into a Tax Indemnification Agreement (“TIA”)with Metron as part of its acquisition of Transpacific TechnologyCorporation.  At the time of theacquisition and until it completed its initial public offering inNovember 1999, Metron was a “controlled foreign corporation” under SubpartF of the US Internal Revenue Code (“Subpart F”), and as a “US person” theofficer/director was liable for personal income tax on income imputed to himunder Subpart F.  Under the agreement,Metron has provided cash advances for taxes due for Subpart F income thattotaled $270,000 at May 31, 2004. Under the TIA, Mr. Segal is required torepay these advances only to the extent that he benefits from the increase inthe tax basis of his holding of Metron stock. Accordingly, in fiscal 2001,Metron recorded a reserve of $160,000 against these advances. Repayment of aportion of the advances is required beginning with the first sale of sharesowned by Mr. Segal.

 

13

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**ITEM 14. PRINCIPAL ACCOUNTANTFEES AND SERVICES**

 

**IndependentAuditors’ Fees**

 

**Thefollowing table represents aggregate fees billed to Metron for fiscal yearsended May 31, 2004 and May 31, 2003, by PricewaterhouseCoopers LLP, Metron’sprincipal accountant.**

 

| ** **         | ** ** | **Fiscal Year Ended May 31,** | ** ** |
|--------------------|------------|-------------------------------|------------|
| ** **         | ** ** | **(in thousands)**            | ** ** |
| ** **         | ** ** | **2004**                      | ** ** | **2003** | ** ** |
| Audit Fees         |       | $                             | 971        |   | $ | 782 |   |
| Audit-Related Fees |       | 35                            |       | 84 |   |
| Tax Fees           |       | 537                           |       | 296 |   |
| All Other Fees     |       | —                        |       | — |   |
| Total Fees         |       | $                             | 1,543      |   | $ | 1,162 |   |

 

**All fees described above wereapproved by the Audit Committee.**

 

**Metron’sAudit Committee has a policy for the pre-approval of non-audit servicesprovided by PricewaterhouseCoopers LLP. According to Metron’s pre-approval policy, the Audit Committee chairmancan approve non-audit services up to a specified limit. Thereafter, anynon-audit services provided by PricewaterhouseCoopers LLP, must be approved bythe Audit Committee.**

** **

# **PARTIV**

# ** **

## **ITEM 15. EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

## ** **

(a)

 

**1. Financial Statements**

 

Not applicable.

 

**2. Financial Statement Schedules**

 

Not applicable.

 

**3. Exhibits**

 

The following exhibits are filed herewith orincorporated by reference:

 

 
| **Exhibit  Number** | ** ** | **Description of Document**                                                                                                                                            |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                             |
| 2.1 (i)             |       | Agreement and Plan of Merger and Reorganization among Metron  Technology B.V., Metron Acquisition Sub, Inc. and T.A. Kyser Co. dated  June 12, 1998.              |
|                |       |                                                                                                                                                                   |
| 2.2 (ii)            |       | Agreement for the acquisition of the whole of the issued share  capital of Shieldcare Limited.                                                                         |
|                |       |                                                                                                                                                                   |
| 2.3 (i)             |       | Amendment to Agreement and Plan of Merger and Reorganization among  Metron Technology B.V., Metron Acquisition Sub, Inc. and T.A. Kyser Co. dated  July 13, 1998. |
|                |       |                                                                                                                                                                   |
| 2.4 (i)             |       | Joinder Agreement among certain stockholders of T.A. Kyser Co, Metron  Technology B.V. and Metron Acquisition Sub, Inc. dated July 13, 1998.                      |
|                |       |                                                                                                                                                                   |
| 3.1 (i)             |       | Articles of Association of the Registrant and translation thereof.                                                                                                     |

 

14

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| **Exhibit  Number** | ** ** | **Description of Document**                                                                                                                                                                                                |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                                 |
| 4.1 (i)             |       | Reference is made to Exhibits 3.1, 10.23, 10.24, 10.26, 10.47, 10.48,  10.53 and 10.54.                                                                                                                                    |
|                |       |                                                                                                                                                                                                                       |
| 4.2 (i)             |       | Specimen Common Share Certificate.                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                       |
| 4.3 (viii)          |       | Form of 8% Convertible Debenture issued to the purchasers identified  in the Subscription Agreement dated August 25, 2003.                                                                                            |
|                |       |                                                                                                                                                                                                                       |
| 4.4 (xiii)          |       | Form of 6.5% Convertible Debenture issued to the purchasers  identified in the Subscription Agreement dated May 26, 2004.                                                                                                  |
|                |       |                                                                                                                                                                                                                       |
| 10.1 (i)            |       | 1997 Supervisory Directors’ Stock Option Plan.                                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                       |
| 10.2 (i)            |       | Form of 1997 Supervisory Directors’ Stock Option Agreement.                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                       |
| 10.4 (i)            |       | Form of Metron Technology N.V. Employee Stock Option Agreement (for  employees in countries other than the United States and the United Kingdom).                                                                          |
|                |       |                                                                                                                                                                                                                       |
| 10.5 (i)            |       | Form of Metron Technology N.V. Employee Stock Option Agreement (for  employees in the United States).                                                                                                                      |
|                |       |                                                                                                                                                                                                                       |
| 10.6 (i)            |       | Form of Metron Technology N.V. Employee Stock Option Agreement (for  employees in the United Kingdom).                                                                                                                     |
|                |       |                                                                                                                                                                                                                       |
| 10.7 (i)            |       | Aufhebungs und Ruhestandsvertrag (Cancellation and Early Retirement  Agreement) between Metron Technology (Deutschland) GmbH, Metron Technology  B.V. and Udo Jaensch dated February 2, 1999 and translation thereof. |
|                |       |                                                                                                                                                                                                                       |
| 10.8 (i)            |       | Share Purchase Agreement (CME) between FSI International, Inc. and  Metron Technology B.V. dated February 27, 1999.                                                                                                   |
|                |       |                                                                                                                                                                                                                       |
| 10.9 (i)            |       | Share Purchase Agreement (CMK) between FSI International, Inc. and  Metron Technology B.V. dated February 27, 1999.                                                                                                   |
|                |       |                                                                                                                                                                                                                       |
| 10.10 (i)           |       | Agreement to Terminate Joint Venture Agreements and Distribution  Agreement between FSI International, Inc. and Metron Technology B.V. dated  May 18, 1999.                                                                |
|                |       |                                                                                                                                                                                                                       |
| 10.11 (i)           |       | FSI/Metron Distribution Agreement dated March 31, 1998 between  FSI International, Inc. and Metron Technology B.V.                                                                                                    |
|                |       |                                                                                                                                                                                                                       |
| 10.12 (i)           |       | Distribution Agreement dated July 6, 1995 between Fluoroware,  Inc. (now a wholly-owned subsidiary of Entegris, Inc.) and Metron  Semiconductors Europa B.V. (now Metron Technology N.V.).                            |
|                |       |                                                                                                                                                                                                                       |
| 10.13 (i)           |       | U.S. Stocking Distributor Five-Year Agreement as of September 1,  1997 between Fluoroware, Inc. and Kyser Company.                                                                                                    |
|                |       |                                                                                                                                                                                                                       |
| 10.14 (i)           |       | Form of Employment Agreement among Metron Technology B.V., Metron  Technology Corporation and Edward D. Segal, Michael A. Grandinetti, Peter V.  Leigh and Keith Reidy.                                                    |
|                |       |                                                                                                                                                                                                                       |
| 10.17 (i)           |       | Metron Technology Employee Stock Purchase Plan.                                                                                                                                                                            |
|                |       |                                                                                                                                                                                                                       |
| 10.18 (i)           |       | T.A. Kyser Co. Employee Stock Ownership Trust as amended and restated  March 17, 1997.                                                                                                                                |
|                |       |                                                                                                                                                                                                                       |
| 10.19 (i)           |       | Amendment No. 1 dated July 13, 1998 to the T.A. Kyser Co.  Employee Stock Ownership Trust.                                                                                                                            |
|                |       |                                                                                                                                                                                                                       |
| 10.20 (i)           |       | T.A. Kyser Co. Employee Stock Ownership Plan as amended and restated  March 17, 1997.                                                                                                                                 |
|                |       |                                                                                                                                                                                                                       |
| 10.21 (i)           |       | Amendment No. 1 dated June 12, 1998 to the T.A. Kyser Co.  Employee Stock Ownership Plan.                                                                                                                             |
|                |       |                                                                                                                                                                                                                       |
| 10.22 (i)           |       | Amendment No. 2 dated July 13, 1998 to the T.A. Kyser Co.  Employee Stock Ownership Plan.                                                                                                                             |
|                |       |                                                                                                                                                                                                                       |
| 10.23 (i)           |       | Investors Rights Agreement dated July 6, 1995 among Metron  Semiconductors Europa B.V. and the Investors as defined therein.                                                                                          |
|                |       |                                                                                                                                                                                                                       |
| 10.24 (i)           |       | Accession Agreement dated October 15, 1998 among Metron  Technology B.V., the Original Parties as defined therein, Segal Investments,  L.P., M. Segal, N. Segal, M. Segal as trustee of the Matthew Dean              |

 

15

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| **Exhibit  Number** | ** ** | **Description of Document**                                                                                                                                                                                         |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                          |
|                |       | Segal 1997 Trust and N. Segal as trustee of the Matthew Dean Segal  1997 Trust.                                                                                                                                     |
|                |       |                                                                                                                                                                                                                |
| 10.25 (i)           |       | Confirmation Agreement dated October 15, 1998 among Metron  Technology B.V. and the Investors as defined in the Investor Rights Agreement  of July 6, 1995.                                               |
|                |       |                                                                                                                                                                                                                |
| 10.26 (i)           |       | Accession Agreement dated July 13, 1998 among Metron Technology  B.V., the Stockholders and the Signing Stockholders as defined therein.                                                                       |
|                |       |                                                                                                                                                                                                                |
| 10.27 (i)           |       | Consent Agreement dated July 13, 1998 among Metron Technology  B.V. and the Investors as defined therein.                                                                                                      |
|                |       |                                                                                                                                                                                                                |
| 10.33 (i)           |       | Amended and Restated Buy and Sell Agreement among Metron Technology  B.V. and the Significant Shareholders as defined therein, as of July 6,  1995.                                                            |
|                |       |                                                                                                                                                                                                                |
| 10.34 (i)           |       | Form of Indemnification Agreement among Metron Technology B.V. and  the Investors as defined therein.                                                                                                               |
|                |       |                                                                                                                                                                                                                |
| 10.35(i)            |       | Employment Agreement dated September 1, 1999 among Metron  Technology B.V., Metron Technology Corporation and Edward D. Segal.                                                                                 |
|                |       |                                                                                                                                                                                                                |
| 10.39(iii)          |       | Tax Indemnification Agreement dated July 6, 1995 among  Metron Technology B.V., Metron Technology  Corporation and Edward D. Segal.                                                                       |
|                |       |                                                                                                                                                                                                                |
| 10.40(iv)           |       | Stock Purchase Agreement, dated as of November 17, 2000, among  Metron Technology N.V. and Cher Lew Hiong James, Chia Chiap Heng Basil, Cher  Lew Kwang Francis and Elite Star Enterprises Pte. Ltd.           |
|                |       |                                                                                                                                                                                                                |
| 10.41 (v)           |       | Agreement, dated as of January 8, 2001, by and among Entegris,  Inc., a Minnesota corporation, Fluoroware, Inc., a Minnesota corporation, and  Metron Technology N.V., a Netherlands corporation.              |
|                |       |                                                                                                                                                                                                                |
| 10.42 (v)           |       | Transition Agreement, dated as of February 13, 2001, by and  among Entegris, Inc., a Minnesota corporation, Fluoroware, Inc., a Minnesota  corporation, and Metron Technology N.V., a Netherlands corporation. |
|                |       |                                                                                                                                                                                                                |
| 10.43 (v)           |       | Letter Agreement, dated February 23, 2001, by and among  Entegris, Inc., a Minnesota corporation, Fluoroware, Inc., a Minnesota  corporation, and Metron Technology N.V., a Netherlands corporation.           |
|                |       |                                                                                                                                                                                                                |
| 10.44 (v)           |       | Worldwide Stocking Distributor Agreement, dated March 1, 2001,  between Entegris, Inc. and Metron Technology N.V.                                                                                              |
|                |       |                                                                                                                                                                                                                |
| 10.45 (vi)          |       | Employment Agreement dated November 1, 2001 among Metron  Technology N.V., Metron Technology Corporation and Dennis Riccio.                                                                                    |
|                |       |                                                                                                                                                                                                                |
| 10.46 (viii)        |       | Subscription Agreement, dated as of August 25, 2003, by and  between Metron Technology N.V. and the purchasers identified therein.                                                                             |
|                |       |                                                                                                                                                                                                                |
| 10.47 (viii)        |       | Form of Common Share Warrant issued to the purchasers identified in  the Subscription Agreement dated August 25, 2003.                                                                                         |
|                |       |                                                                                                                                                                                                                |
| 10.48 (viii)        |       | Registration Rights Agreement, dated as of August 25, 2003, by  and between Metron Technology N.V. and the purchasers identified in the  Subscription Agreement dated August 25, 2003.                    |
|                |       |                                                                                                                                                                                                                |
| 10.49 (ix)          |       | Amended and Restated Metron Technology Supplemental Stock Option  Plan.                                                                                                                                             |
|                |       |                                                                                                                                                                                                                |
| 10.50 (x)           |       | Employment Agreement, dated January 27, 2003, among Metron  Technology N.V., Metron Technology Distribution Corporation and Douglas J.  McCutcheon.                                                            |
|                |       |                                                                                                                                                                                                                |
| 10.51 (xi)          |       | Metron Technology 2003 Employee Stock Purchase Plan.                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                |
| 10.52 (xii)         |       | Subscription Agreement, dated May 26, 2004, by and between Metron  Technology N.V. and the purchasers identified therein.                                                                                           |
|                |       |                                                                                                                                                                                                                |
| 10.53 (xiii)        |       | Form of Common Share Warrant issued to the purchasers identified in  the Subscription Agreement                                                                                                                     |

 

16

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| **Exhibit  Number** | ** ** | **Description of Document**                                                                                                                                                      |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                       |
|                |       | dated May 26, 2004.                                                                                                                                                              |
|                |       |                                                                                                                                                                             |
| 10.54 (xiii)        |       | Registration Rights Agreement, dated June 16, 2004, by and  between Metron Technology N.V. and the purchasers identified in the  Subscription Agreement dated May 26, 2004. |
|                |       |                                                                                                                                                                             |
| 14.1                |       | Metron Technology N.V. Code of Business Conduct and Ethics.                                                                                                                      |
|                |       |                                                                                                                                                                             |
| 21.1(xiii)          |       | List of Subsidiaries of the Registrant.                                                                                                                                          |
|                |       |                                                                                                                                                                             |
| 23.1(xiii)          |       | Consent of Registered Independent Public Accounting Firm.                                                                                                                        |
|                |       |                                                                                                                                                                             |
| 24.1(xiii)          |       | Power of Attorney.                                                                                                                                                               |
|                |       |                                                                                                                                                                             |
| 31.1(xiii)          |       | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                      |
|                |       |                                                                                                                                                                             |
| 31.2 (xiii)         |       | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                      |
|                |       |                                                                                                                                                                             |
| 31.3                |       | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                      |
|                |       |                                                                                                                                                                             |
| 31.4                |       | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                      |
|                |       |                                                                                                                                                                             |
| 32.1(xiii)*         |       | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and  Section 1350 of Chapter 63 of Title 18 of the United States Code (18  U.S.C. §1350).                   |

 

----

| (i)    | Incorporated by reference from the Company’s Registration Statement  on Form S-1 (No. 333-87665), filed with the Commission on September 23,  1999, as amended through the date hereof. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                              |
| (ii)   | Filed as an exhibit to the Company’s Form 8-K, filed with the  Commission on March 17, 2000, and incorporated herein by reference.                                                      |
|   |                                                                                                                                                                                              |
| (iii)  | Incorporated by reference from the Company’s Form 10-K/A, filed with  the Commission on September 15, 2000, and incorporated herein by  reference.                                      |
|   |                                                                                                                                                                                              |
| (iv)   | Filed as an exhibit to the Company’s Form 10-Q, filed with the  Commission on January 16, 2001, and incorporated herein by reference.                                                   |
|   |                                                                                                                                                                                              |
| (v)    | Filed as an exhibit to the Company’s Form 8-K, filed with the  Commission on March 2, 2001, and incorporated herein by reference.                                                       |
|   |                                                                                                                                                                                              |
| (vi)   | Filed as an exhibit to the Company’s Form 10-K, filed with the  Commission on August 15, 2002, and incorporated herein by reference.                                                    |
|   |                                                                                                                                                                                              |
| (vii)  | Filed as an exhibit to the Company’s Form 8-K, filed with the  Commission on September 14, 2002, and incorporated herein by reference.                                                  |
|   |                                                                                                                                                                                              |
| (viii) | Filed as an exhibit to the Company’s Form 8-K, filed with the  Commission on August 27, 2003, and incorporated herein by reference.                                                     |
|   |                                                                                                                                                                                              |
| (ix)   | Filed as an exhibit to the Company’s Form 10-K, filed with the  Commission on August 29, 2003, and incorporated herein by reference.                                                    |
|   |                                                                                                                                                                                              |
| (x)    | Filed as an exhibit to the Company’s Form 10-K/A, filed with the  Commission on September 19, 2003, and incorporated herein by reference.                                               |
|   |                                                                                                                                                                                              |
| (xi)   | Filed as an exhibit to the Company’s Registration Statement on Form  S-8 (No. 333-110756), filed with the Commission on November 25, 2003,  and incorporated herein by reference.       |

 

17

----

 
| (xii)  | Filed as an exhibit to the Company’s Form 8-K, filed with the  Commission on May 27, 2004, and incorporated herein by reference.                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                              |
| (xiii) | Filed as an exhibit to the Company’s Form 10-K, filed with the Commission  on August 11, 2004, and incorporated herein by reference.                                                                                                                    |
|   |                                                                                                                                                                                                                                                              |
| *      | This certification accompanies the Periodic Report pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed  “filed” by the Company for purposes of Section 18 of the Securities  Exchange Act of 1934, as amended. |

 

(b) Reports on Form 8-K:

 
|   | The Company’s current report on Form 8-K filed with the SEC on  April 7, 2004, describing and furnishing the press release announcing  our earnings for the fiscal quarter ended February 29, 2004, which press  release included our condensed consolidated balance sheets and condensed  consolidated statements of operations for the period.                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The Company’s current report on Form 8-K filed the SEC on May 27,  2004, announcing the execution of and filing a Subscription Agreement with  certain purchasers, under which Metron agreed to issue and sell to the  purchasers in a private placement certain convertible debentures due in 2008,  in an aggregate principal amount of $6,000,000, and warrants to purchase an  aggregate of approximately 767,000 of Metron’s common shares, and describing  and filing a related press release. |

 

(c) See Exhibits listed under Item 15(a).

 

(d) Not applicable. See Item 15(a).

 

18

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in theCity of San Jose, State of California, on September 10, 2003.

 
| **METRON  TECHNOLOGY N.V.**                                                |
|----------------------------------------------------------------------------|
| ** **                                                                 | ** ** |
| ** **                                                                 | ** ** |
| By:                                                                        | /s/ Edward D. Segal |   |
|   Edward D.  Segal                                               |
| *Chairman and Chief Executive Officer and Managing Director*               |
| *(Principal Executive Officer)*                                            |
|                                                                       |   |
|                                                                       |   |
| By:                                                                        | /s/ Douglas J. McCutcheon |   |
|   Douglas J.  McCutcheon                                         |
| *Senior Vice President and Chief Financial Officer and Managing  Director* |
| *(Principal Financial and Accounting Officer)*                             |
|                                                                            |  |  |  |

 

Pursuant to the requirements of the Securities Act of 1933, thisAmendment No. 1 on Form 10-K/A has been signed by the following persons in thecapacities and on the dates indicated.

 
| **Signature** | ** **                        | **Title**  | ** ** | **Date**                                                 |
|---------------|-----------------------------------|------------|------------|----------------------------------------------------------|
| ** **    | ** **                        | ** ** | ** ** | ** **                                               |
| *             | ** **                        | ** ** | ** ** | ** **                                               | ** ** | September 10, 2004 |
|          | Robert R. Anderson                | ** ** | ** ** | Supervisory Director                                     | ** ** |   |
|          | ** **                        | ** ** | ** ** | ** **                                               | ** ** |   |
| *             | ** **                        | ** ** | ** ** | ** **                                               | ** ** | September 10, 2004 |
|          | Dana C. Ditmore                   | ** ** | ** ** | Supervisory Director                                     |   |   |
|          |                              | ** ** | ** ** |                                                     |   |   |
| *             |                              | ** ** | ** ** |                                                     |   | September 10, 2004 |
|          | Joel A. Elftmann                  | ** ** | ** ** | Supervisory Director                                     |   |   |
|          |                              | ** ** | ** ** |                                                     |   |   |
| *             |                              | ** ** | ** ** |                                                     |   | September 10, 2004 |
|          | William L. George                 | ** ** | ** ** | Supervisory Director                                     |   |   |
|          |                              | ** ** | ** ** |                                                     |   |   |
| *             |                              | ** ** | ** ** |                                                     |   | September 10, 2004 |
|          | Bruce M. Jaffe                    | ** ** | ** ** | Supervisory Director                                     |   |   |
|          |                              | ** ** | ** ** |                                                     |   |   |
| *             |                              | ** ** | ** ** |                                                     |   | September 10, 2004 |
|          | Sho Nakanuma                      | ** ** | ** ** | Supervisory Director                                     |   |   |
|          |                              | ** ** | ** ** |                                                     |   | September 10, 2004 |
|          |                              | ** ** | ** ** | Chairman and Chief Executive Officer and Managing        |   |   |
|          | /s/ Edward D. Segal               | ** ** | ** ** | Director (*Principal Executive  Officer*)                |   |   |
|          |                              | ** ** | ** ** |                                                     |   |   |
|          |                              | ** ** | ** ** | Senior Vice President and Chief Financial Officer and    |   |   |
|          |                              | ** ** | ** ** | Managing Director (*Principal Financial and  Accounting* |   |   |
|          | /s/ Douglas J. McCutcheon         | ** ** | ** ** | *Officer*)                                               |   | September 10, 2004 |
|          |                              | ** ** | ** ** |                                                     |   |   |
| *By:          | /s/ Edward D. Segal               |       | ** ** | ** **                                               |   |   |   |
|          | Edward D. Segal  Attorney-in-Fact | ** ** | ** ** |                                                     |   | September 10, 2004 |
|               |                                   |            |            |                                                          |  |  |  |  |

 

19

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