UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Metron Technology NV ----------------------------------------- NAME OF ISSUER: Common shares, par value 0.44 EUR per share ------------------------------------------- TITLE OF CLASS OF SECURITIES N566B105 ---------------------------------------- CUSIP NUMBER October 28, 2004 ---------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS MMCAP International Inc. SPC (the "Reporting Person") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 5. SOLE VOTING POWER SHARES 631,971 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 EACH 7. SOLE DISPOSITIVE POWER REPORTING 631,971 PERSON WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,971 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.92% 12. TYPE OF REPORTING PERSON CO Item 1(a). Name of Issuer: Metron Technology NV Item 1(b). Address of Issuer's Principal Executive Offices: 4425 Fortran Drive, San Jose, CA 95134 Item 2(a). Name of Person Filing: MMCAP International Inc. SPC Item 2(b). Address of Principal Business Office or, if none, Residence: P.O. Box 32021 SMB, Anchorage Centre, 2nd Flr, Grand Cayman, Cayman Islands, BWI Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common shares, par value 0.44 EUR per share Item 2(e). CUSIP Number: N566B105 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act; (b) [ ] Bank as defined in section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act; (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E); (f) [ ] An employee benefit plan, or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable Item 4. Ownership. (a) Amount beneficially owned: 631,971 (b) Percent of class: 4.92% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 631,971 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 631,971 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 4, 2004 MMCAP International Inc. SPC By: /s/ Matthew MacIsaac ----------------------- Name: Matthew MacIsaac Title: President