** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

 

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

**For the fiscal year ended May 31, 2003**

 

**OR**

 

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

**For the transition period from                   to              **

 

**Commission File Number: 000-27863**

 

 

**METRON TECHNOLOGY N.V.**

(Exactname of registrant as specified in its charter)

 
| **The  Netherlands**             |   | **98-0180010**          |
|----------------------------------|--------|-------------------------|
| (State  or other jurisdiction of |   | (I.R.S.  Employer       |
| incorporation  or organization)  |   | Identification  Number) |

 

# **4425 Fortran Drive**

**San Jose, California 95134-2300**

(Addressof principal executive offices)

 

Registrant’stelephone number, including area code:  **(408)719-4600**

 

Securities registered pursuant to Section12(b) of the Act: **None**

 

Securities registered pursuant to Section12(g) of the Act:

**Commonshares, par value 0.44 EUR per share**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports) and (2) has been subject to such filing requirements for the past90 days. Yes ý  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10K or any amendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).  Yes o  No ý

 

The aggregate market valueof voting stock held by non-affiliates of the registrant, based on the lastsale price of the Common Shares on July 29, 2003 as reported by the NasdaqNational Market, was approximately $30,797,000.  Shares held by each officer and director of the registrant and byeach person who owns 5 percent or more of the outstanding Common Shares havebeen excluded from this computation in that such persons may be deemed to beaffiliates of the registrant. This determination of affiliate status for thispurpose is not necessarily a conclusive determination for other purposes.

 

The number of outstandingshares of the registrant’s Common Shares, 0.44 EUR par value as of July 31,2003 was 12,609,078.

 

 

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DOCUMENTS INCORPORATED BY REFERENCE

 

The Company’s Current Report on Form 8-K,filed the SEC on April 8, 2003.

 

**EXPLANATORY NOTE**

 

We are filing this amendmentto our Annual Report on Form 10-K, originally filed with the Securities andExchange Commission on August 29, 2003, solely for the purpose of adding the employmentagreement of Douglas J. McCutcheon, Senior Vice President and Chief FinancialOfficer of the Company, as Exhibit 10.50. Except as specifically indicated herein, no other information includedin our Annual Report on Form 10-K is amended by this Form 10-K/A.

 

 

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

**1.      Financial Statements**

The Financial Statements required by thisitem, with the report of independent auditors, are submitted in a separatesection beginning on page 34 of this Annual Report on Form 10-K.

**2.      Financial Statement Schedules**

The financial statement schedule“Schedule II—Valuation and Qualifying Accounts” is filed as part of thisAnnual Report on Form 10-K and should be read in conjunction with theconsolidated financial statements.

All other schedules for which provisionsare made in the applicable accounting regulation of the Securities and ExchangeCommission have been omitted because the information required to be set forththerein is not applicable or is shown in the Financial Statements or notesthereto.

**3.      Exhibits**

The following exhibits are filed herewithor incorporated 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                                                                                                |   |
| 4.1(i)                  |   | Reference is made to  Exhibits 3.1, 10.23, 10.24 and 10.26                                                                                                        |   |

 

2

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| 4.2(i)    |   | Specimen Common Share  Certificate                                                                                                                                                                                    |   |
|-----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 4.3(viii) |   | Form of 8% Convertible  Debenture                                                                                                                                                                                     |   |
| 10.1(i)   |   | 1997 Supervisory  Directors’ Stock Option Plan                                                                                                                                                                   |   |
| 10.2(i)   |   | Form of 1997 Supervisory  Directors’ Stock Option Agreement                                                                                                                                                      |   |
| 10.3(i)   |   | Amended and Restated  Metron Technology N.V. Employee Stock Option Plan                                                                                                                                               |   |
| 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                                                                                                                             |   |

 

3

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| 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 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.                                                                                                                                                                       |   |

 

4

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| 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.                                          |   |
| 10.47(viii) |   | Form of Common Share  Warrant issued to the Purchasers.                                                                                                   |   |
| 10.48(viii) |   | Registration Rights  Agreement, dated as of August 25, 2003, by and between Metron Technology N.V.  and the Purchasers.                                   |   |
| 10.49*      |   | Amended and Restated  Metron Technology Supplemental Stock Option Plan.                                                                                   |   |
| 10.50       |   | Employment Agreement dated  January 27, 2003 among Metron Technology N.V., Metron Technology Distribution  Corporation and Douglas J. McCutcheon          |   |
| 16.1(vii)*  |   | Letter, dated as of September  14, 2001, from KPMG LLP, the Registrant’s former accountants, to the  Securities and Exchange Commission.             |   |
| 21.1(i)*    |   | List of Subsidiaries of  the Registrant                                                                                                                   |   |
| 23.1*       |   | Consent of  PricewaterhouseCoopers LLP, independent accountants                                                                                           |   |
| 23.2*       |   | Consent of KPMG LLP,  independent auditors                                                                                                                |   |
| 24.1*       |   | Power of Attorney  (included on signature page)                                                                                                           |   |
| 31.1        |   | Certification required by  Rule 13a-14(a) or Rule 15d-14(a)                                                                                               |   |
| 31.2        |   | Certification required by  Rule 13a-14(a) or Rule 15d-14(a.)                                                                                              |   |
| 32.1**      |   | 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). |   |
| 99.1(ii)    |   | Press Release, dated as of  March 3, 2000, entitled “Metron Technology Acquires Critical Parts Cleaning  Business”                              |   |

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(i) Incorporated by reference from the Company’s Registration Statement onForm S-1 (No. 333-87665), filed with the Commission onSeptember 23, 1999, as amended through the date hereof.

 

(ii) Filed as an exhibit to the Company’s Form 8-K, filed with the Commissionon March 17, 2000, and incorporated herein by reference.

 

(iii) Incorporated by reference from the Company’s Form 10-K/A, filedwith the Commission on September 15, 2000 and incorporated herein byreference.

 

(iv) Filed as an exhibit to the Company’s Form 10-Q, filed with theCommission on January 16, 2001, and incorporated herein by reference.

 

(v) Filed as an exhibit to the Company’s Form 8-K, filed with theCommission on March 2, 2001, and incorporated herein by reference.

 

(vi) Filed as an exhibit to the Company’s Form 10-K, filed with theCommission on August 15, 2002, and incorporated herein by reference.

 

5

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(vii) Filed as an exhibit to the Company’s Form 8-K, filed with theCommission on September 14, 2002, and incorporated herein by reference.

 

(viii) Filed as an exhibit to the Company’s Form 8-K, filed with theCommission on August 27, 2003, and incorporated herein by reference.

 

*  Filed as an exhibit to theCompany's Annual Report on Form 10-K, filed with the Commission on August 29,2003, and incorporated herein by reference.

 

**  Furnished asan exhibit to the Company’s Annual Report on Form 10-K, filed with theCommission on August 29, 2003, and incorporated herein by reference, and,pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not bedeemed “filed” by the Company for purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended.

 

(b) Reports on Form 8-K:

The Company’s current report onForm 8-K filed the SEC on April 8, 2003, describing and furnishingthe press release announcing our earnings for the fiscal quarter endedFebruary 28, 2003, which press release included our condensed consolidatedbalance sheets and condensed consolidated statements of operations for theperiod.

(c)  See Exhibits listed under Item 14(a)(3).

 

(d)  Not applicable. See Item 14(a)(2).

 

6

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized, in the City of San Jose, State of California, on September 18,2003.

 
| **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, Designate* |
| *(Principal Financial and Accounting Officer)*                                        |                       |
|                                                                                       |                            |        |  |

 

Pursuant to the requirementsof the Securities Act of 1933, this Annual Report on Form 10-K has been signedby the following persons in the capacities and on the dates indicated.

 
| **Signature**       |   | **Title**             |   | **Date**            |
|---------------------|--------|-----------------------|--------|---------------------|
|                |   |                  |   |                |
| *                   |   | Supervisory  Director |   | September  18, 2003 |
| Robert  R. Anderson |   |                  |   |                |
|                |   |                  |   |                |
| *                   |   | Supervisory  Director |   | September  18, 2003 |
| Joel  A. Elftmann   |   |                  |   |                |
|                |   |                  |   |                |
| *                   |   | Supervisory  Director |   | September  18, 2003 |
| Bruce  M. Jaffe     |   |                  |   |                |

 

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| *                               |                | Supervisory Director                            |                  | September 18, 2003                    |
|---------------------------------|---------------------|-------------------------------------------------|-----------------------|---------------------------------------|
| Sho  Nakanuma                   |                |                                            |                  |                                  |
|                            |                |                                            |                  |                                  |
|                            |                |                                            |                  |                                  |
| /s/  EDWARD D. SEGAL       |                | Chairman and Chief  Executive Officer           |                  |                                  |
| /s/  Edward D. Segal            |                |                                            | and Managing Director |                                  |   |   |   |
|                            |                |                                            |                  | (*Principal  Executive Officer*) |   |   | September 18, 2003 |
|                            |                |                                            |                  |                                  |
| /s/  DOUGLAS J. McCUTCHEON |                | Senior Vice President and  Chief                |                  |                                  |
| /s/  Douglas J. McCutcheon      |                | Financial Officer and  Managing Director,       |                  |                                  |
|                            |                | Designate * *                              |                  |                                  |
|                            |                | (*Principal Financial and Accounting  Officer*) |                  | September 18, 2003                    |
|                            |                |                                            |                  |                                  |
| *By:                            | /s/ Edward D. Segal |                                            |                  |                                  |   |
|                            | Edward D. Segal     |                                            |                  |                                  |   |
|                            | *Attorney-in-Fact*  |                                            |                  |                                  |   |
|                                 |                     |                                                 |                       |                                       |  |  |  |  |  |

 

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