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As filed with the Securities and Exchange Commission on December 16, 2005<BR>
                                               Registration No. 333-________
</B></P></font>

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<B><FONT SIZE=2><P ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
</B></FONT><P><HR WIDTH="25%" SIZE=0></P>
<B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT<BR>
<I>Under<BR>
The Securities Act of 1933</I> </P>
</B></FONT><P><HR WIDTH="25%" SIZE=0></P>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><IMG SRC="logo.jpg" WIDTH=154 HEIGHT=38>
</FONT><B><U><FONT SIZE="5" color="#008B9A"><p align="center">Mattson Technology, Inc.
</B></U></FONT><FONT SIZE=2><BR>
(Exact name of registrant as specified in its charter) </P>
<P>&nbsp; </P>

<P ALIGN="CENTER">
<TABLE CELLSPACING=0 BORDER=0 WIDTH=622>
<TR><TD WIDTH="62%" VALIGN="MIDDLE">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Delaware</B></U></FONT></TD>
<TD WIDTH="38%" VALIGN="MIDDLE">
<B><U><FONT SIZE=2><P ALIGN="CENTER">77-0208119</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp; (State or other jurisdiction of
incorporation or organization)&nbsp;</FONT></TD>
<TD WIDTH="38%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. employer identification no.)</FONT></TD>
</TR>
</TABLE></P>

   <FONT SIZE=2><P ALIGN="CENTER">47131 Bayside Parkway<BR>
Fremont, California  &nbsp;&nbsp; 94538
<BR>
(Address of principal executive offices)  (Zip code)</P>

<B><P ALIGN="CENTER">Mattson Technology, Inc.<BR>
Nonqualified Deferred Compensation Plan<BR>
&#9;</B>(Full titles of the Plan)</P>

<P ALIGN="CENTER">Ludger Viefhues<BR>
Executive Vice President-Finance, Chief Financial Officer and Secretary<BR>
Mattson Technology, Inc.<BR>
47131 Bayside Parkway<BR>
Fremont, California 94538<BR>
(510) 657-5900.<BR>
   (Name, address, including zip code, and telephone number, including area code, of agent for service)</P>

<I><P ALIGN="CENTER">Copies to:</I><BR>
<B>                  John R. Horn, Esq.<BR>
                  Vice President and General Counsel<BR>
                  Mattson Technology, Inc.<BR>
                  47131 Bayside Parkway<BR>
                  Fremont, California 94538<BR>
                  (510) 657-5900</P></B>


<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>

<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 BORDERCOLOR="#000000" WIDTH=100%>
<TR><TD WIDTH="27%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Securities to<BR>
be Registered</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">Amount<BR>
to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="26%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering<BR>
Price<BR>
Per Share</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering<BR>
Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of<BR>
Registration<BR>
Fee (2)</B></FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">

<FONT SIZE=1><P>Nonqualified Deferred Compensation Obligations (1)&#9;
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=1><P ALIGN="CENTER">&#9;$10,000,000</FONT></TD>
<TD WIDTH="26%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=1><P ALIGN="CENTER">&#9;100%</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">&#9;$10,000,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">&#9;$1,070</FONT></TD>
</TR>

<TR><TD VALIGN="TOP" COLSPAN=7>
<FONT SIZE=1><P>(1)&#9;The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.<BR>

(2)&#9;Estimated pursuant to rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee.
</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

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<B><P ALIGN="CENTER">MATTSON TECHNOLOGY, INC.<BR>
                  REGISTRATION STATEMENT ON FORM&nbsp;S-8</P>
</B><P ALIGN="CENTER">PART&nbsp;II</P>
<U><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</U><B> </P>
<P>Item&nbsp;3. Incorporation of Documents by Reference. </P>
</B><P>The following documents and information filed with the Securities and Exchange Commission (the "Commission") by Mattson
Technology, Inc. (the "Company") are incorporated herein by reference: </P>
<DIR>
<DIR>

<P>(a)&#9;The Company's annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's fiscal year ended December 31,
2004, as filed with the Securities and Exchange Commission on March 23, 2005.</P>
<P>(b)&#9;All other reports filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Company's annual report on Form 10-K referred to in (a) above. </P>

</DIR>
</DIR>

<P>All documents subsequently filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, and
prior to the filing of a post-effective amendment which indicates that all securities offered under this registration statement have been
sold or which deregisters all securities then remaining unsold, are incorporated by reference in this registration statement from the date
of filing of such documents. </P>
<B><P>Item 4. Description of Securities.</P>
</B><P>The following description of the Deferred Compensation Obligations of the Company under the Company's Nonqualified
Deferred Compensation Plan (the "Plan") is qualified in its entirety by reference to the Plan, which is included as an exhibit to this
registration statement. </P>
<P>Under the Plan, the Company provides eligible employees who participate in the Plan and members of its Board of Directors who
are not employees the opportunity to defer a specified percentage of their base salary in the case of employees and retainer fees for
participation on the Company's Board and attendance in committee meetings for nonemployee directors (collectively, "Compensation").
The amount of Compensation to be deferred by each participating employee or nonemployee board member (each, a "Participant") is
based on elections by each Participant in accordance with the terms of the Plan. In addition, the Company may make discretionary
contributions to the accounts of one or more Participants. </P>
<P>Under the Plan, the Company is obligated to deliver on a future date the deferred compensation credited to a Participant's account,
adjusted for any positive or negative investment results from investment alternatives selected by the Participant under the Plan (each,
an "Obligation," and collectively, the "Obligations"). The Obligations are unsecured general obligations of the Company and rank in
parity with other unsecured and unsubordinated indebtedness of the Company. The Obligations are not transferable except upon death
of the Participant. There is no trading market for the Obligations. </P>
<P>Each Obligation is payable upon a Participant's separation from service with the Company (including terminations due to disability,
death or retirement). The Obligations paid upon separation from service are distributed in the form of a single lump sum payment or in
installment periods, depending upon the value of the Participant's account (and in some cases upon the years of service with the
Company) and, if applicable, the election made by such Participant. A Participant may specify a withdrawal (a "Scheduled In-Service
Withdrawal") of all of his or her account attributable to Compensation deferred for such plan year, if the withdrawal date is more than
two years out from the first day of the Plan year for which the deferral applies. If the Participant separates from service prior to the date
on which a Scheduled In-Service Withdrawal would otherwise be made or commence, the election is null and void.</P>
<P>The Company can amend, modify or suspend the Plan in whole or in part at any time, except that no amendment, modification or
suspension shall have any retroactive effect to reduce any amounts allocated to a Participant's account. The Company may terminate
the Plan at any time.</P>
<B><P>Item 5. Interests of Named Experts and Counsel. </P>
</B><P>None. </P>
<B><P>Item 6. Indemnification of Directors and Officers. </P>
</B><P>Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or
alleged breach of the director's "duty of care." While this statute does not change the directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director's duty of loyalty or
liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent
permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary damages for
breach or alleged breach of their duty of care.</P>
<P>Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of officers, directors,
employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its directors, officers, employees and
agents to the full extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be
discretionary under Delaware law. The Company's Bylaws also empower it to enter into indemnification agreements with its directors
and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. The Company has
entered into agreements with its directors and certain of its executive officers that require the Company to indemnify such persons to
the fullest extent permitted under Delaware law against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of the
Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the
event of a claim for indemnification thereunder.</P>
<P>Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to
indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act").</P>

<B><P>Item 7. Exemption from Registration Claimed. </P>
</B><P>Not applicable. </P>

<B><P>Item 8. Exhibits. </P></B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=661>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Description of Document</B></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, PC as to the validity of the securities being registered.
</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, PC (included in Exhibit&nbsp;5.1). </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Powers of Attorney (included on signature page). </FONT></TD>
</TR>
</TABLE>

<B><P>Item 9. Undertakings. </P>
</B><P>The undersigned registrant hereby undertakes:</P>
<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:</P><DIR>
<DIR>

<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;</P>
<P>(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;</P>
<U><P>provided, however</U>, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form&nbsp;S-3 or
Form&nbsp;S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act that are incorporated by
reference in the registration statement.</P></DIR>
</DIR>

<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.</P>
<P>The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
issue.</P>

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<P style="PAGE-BREAK-BEFORE: always" align=left>

<B>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused this Registration Statement on Form&nbsp;S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on
December&nbsp;13, 2005. </P>

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<P>MATTSON TECHNOLOGY, INC. </P>

<P>By: &#9;<U>/s/ Ludger Viefhues </U><BR> Ludger Viefhues<BR>
       Executive Vice President-Finance, Chief Financial Officer and Secretary </P>

</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
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</DIR>


<B><P ALIGN="CENTER">POWER OF ATTORNEY </P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
David Dutton and Ludger Viefhues, and each of them individually, as his attorney-in-fact, with full power of substitution, for him and in
any and all capacities, to sign any and all amendments to this Registration Statement on this Form&nbsp;S-8 and to file the same, with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. </P>
<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form&nbsp;S-8 has been signed by the
following persons in the capacities and on the dates indicated: </P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=653>
<TR><TD WIDTH="38%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Signature</B></FONT></TD>
<TD WIDTH="42%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Title</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ David Dutton&#9;<BR>
</U>David Dutton</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Executive Officer and Director (Principal Executive Officer)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Ludger Viefhues&#9;<BR>
</U>Ludger Viefhues</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Executive Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Dr. Jochen Melchior&#9;<BR>
</U>Dr. Jochen Melchior</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ William Turner&#9;<BR>
</U>William Turner</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Shigeru Nakayama&#9;<BR>
</U>Shigeru Nakayama</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Kenneth Kannappan&#9;<BR>
</U>Kenneth Kannappan</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Dr. Hans-Georg Betz&#9;<BR>
</U>Dr. Hans-Georg Betz</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<U><FONT SIZE=2><P>        /s/ Kenneth G. Smith&#9;<BR>
</U>Kenneth G. Smith</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>December&nbsp;13, 2005</FONT></TD>
</TR>
</TABLE>

<BR>
<BR>
<HR align=center SIZE=2 width="85%">
<BR>
<BR>
<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><U><P ALIGN="CENTER">Index to Exhibits </P></B></U>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=100%>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Description of Document</B></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh4-1.htm">Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.</A>
&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="exhibit4-1.pdf"><SUP>PDF</SUP></A>
</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh5-1.htm">Opinion of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, PC as to the validity of the securities being registered.</A>
&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="exhibit5-1.pdf"><SUP>PDF</SUP></A>
</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh23-1.htm">Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. </A>
&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="exhibit23-1.pdf"><SUP>PDF</SUP></A>
</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, PC (included in Exhibit&nbsp;5.1). </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Powers of Attorney (included on signature page). </FONT></TD>
</TR>
</TABLE>




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12162005 S8 DOC
As filed with the Securities and Exchange Commission on December 16, 2005
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Mattson Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
77-0208119
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer identification no.)
47131 Bayside Parkway
Fremont, California     94538
(Address of principal executive offices)  (Zip code)
Mattson Technology, Inc.
Nonqualified Deferred Compensation Plan
(Full titles of the Plan)
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary
Mattson Technology, Inc.
47131 Bayside Parkway
Fremont, California 94538
(510) 657-5900.
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John R. Horn, Esq.
Vice President and General Counsel
Mattson Technology, Inc.
47131 Bayside Parkway
Fremont, California 94538
(510) 657-5900
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount
to be
Registered
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registration
Fee (2)
Nonqualified Deferred Compensation Obligations (1)
$10,000,000
100%
$10,000,000
$1,070
(1)	The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.
(2)	Estimated pursuant to rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee.
MATTSON TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information filed with the Securities and Exchange Commission (the "Commission") by Mattson
Technology, Inc. (the "Company") are incorporated herein by reference:
(a)	The Company's annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's fiscal year ended December 31,
2004, as filed with the Securities and Exchange Commission on March 23, 2005.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Company's annual report on Form 10-K referred to in (a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and
prior to the filing of a post-effective amendment which indicates that all securities offered under this registration statement have been
sold or which deregisters all securities then remaining unsold, are incorporated by reference in this registration statement from the date
of filing of such documents.
Item 4. Description of Securities.
The following description of the Deferred Compensation Obligations of the Company under the Company's Nonqualified
Deferred Compensation Plan (the "Plan") is qualified in its entirety by reference to the Plan, which is included as an exhibit to this
registration statement.
Under the Plan, the Company provides eligible employees who participate in the Plan and members of its Board of Directors who
are not employees the opportunity to defer a specified percentage of their base salary in the case of employees and retainer fees for
participation on the Company's Board and attendance in committee meetings for nonemployee directors (collectively, "Compensation").
The amount of Compensation to be deferred by each participating employee or nonemployee board member (each, a "Participant") is
based on elections by each Participant in accordance with the terms of the Plan. In addition, the Company may make discretionary
contributions to the accounts of one or more Participants.
Under the Plan, the Company is obligated to deliver on a future date the deferred compensation credited to a Participant's account,
adjusted for any positive or negative investment results from investment alternatives selected by the Participant under the Plan (each,
an "Obligation," and collectively, the "Obligations"). The Obligations are unsecured general obligations of the Company and rank in
parity with other unsecured and unsubordinated indebtedness of the Company. The Obligations are not transferable except upon death
of the Participant. There is no trading market for the Obligations.
Each Obligation is payable upon a Participant's separation from service with the Company (including terminations due to disability,
death or retirement). The Obligations paid upon separation from service are distributed in the form of a single lump sum payment or in
installment periods, depending upon the value of the Participant's account (and in some cases upon the years of service with the
Company) and, if applicable, the election made by such Participant. A Participant may specify a withdrawal (a "Scheduled In-Service
Withdrawal") of all of his or her account attributable to Compensation deferred for such plan year, if the withdrawal date is more than
two years out from the first day of the Plan year for which the deferral applies. If the Participant separates from service prior to the date
on which a Scheduled In-Service Withdrawal would otherwise be made or commence, the election is null and void.
The Company can amend, modify or suspend the Plan in whole or in part at any time, except that no amendment, modification or
suspension shall have any retroactive effect to reduce any amounts allocated to a Participant's account. The Company may terminate
the Plan at any time.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or
alleged breach of the director's "duty of care." While this statute does not change the directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director's duty of loyalty or
liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent
permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary damages for
breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of officers, directors,
employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its directors, officers, employees and
agents to the full extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be
discretionary under Delaware law. The Company's Bylaws also empower it to enter into indemnification agreements with its directors
and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. The Company has
entered into agreements with its directors and certain of its executive officers that require the Company to indemnify such persons to
the fullest extent permitted under Delaware law against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of the
Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the
event of a claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to
indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
Description of Document
4.1
Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.
5.1
Opinion of Wilson Sonsini Goodrich & Rosati, PC as to the validity of the securities being registered.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2
Consent of Wilson Sonsini Goodrich & Rosati, PC (included in Exhibit 5.1).
24.1
Powers of Attorney (included on signature page).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on
December 13, 2005.
MATTSON TECHNOLOGY, INC.
By:
/s/ Ludger Viefhues
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
David Dutton and Ludger Viefhues, and each of them individually, as his attorney-in-fact, with full power of substitution, for him and in
any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 and to file the same, with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ David Dutton
David Dutton
Chief Executive Officer and Director (Principal Executive Officer)
December 13, 2005
/s/ Ludger Viefhues
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer)
December 13, 2005
/s/ Dr. Jochen Melchior
Dr. Jochen Melchior
Chairman of the Board
December 13, 2005
/s/ William Turner
William Turner
Director
December 13, 2005
/s/ Shigeru Nakayama
Shigeru Nakayama
Director
December 13, 2005
/s/ Kenneth Kannappan
Kenneth Kannappan
Director
December 13, 2005
/s/ Dr. Hans-Georg Betz
Dr. Hans-Georg Betz
Director
December 13, 2005
/s/ Kenneth G. Smith
Kenneth G. Smith
Director
December 13, 2005
Index to Exhibits
Exhibit Number
Description of Document
4.1
Mattson Technology, Inc. Nonqualified Deferred Compensation Plan.
PDF
5.1
Opinion of Wilson Sonsini Goodrich & Rosati, PC as to the validity of the securities being registered.
PDF
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
PDF
23.2
Consent of Wilson Sonsini Goodrich & Rosati, PC (included in Exhibit 5.1).
24.1
Powers of Attorney (included on signature page).