UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 1423, ~~2004~~2005

NORTEM N.V.

(Exact name of registrant as specified in its charter)

The Netherlands		000-27863		98-0180010
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Ind. Terrein Bijsterhuizen (Noord) 21-01 POB 250 NL-6600 AG Wijchen The Netherlands

~~POB~~(Address ~~250~~of principal executive offices)

NL-6600 AG WIJCHEN

The Netherlands

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: +31 (0)6 2742 0248

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3—Securities ~~2.01.~~and ~~Completion~~Trading ~~of Acquisition or Disposition of Assets.~~Markets

~~On December 14, 2004, Nortem N~~3.V.01 Notice ~~(formerly “Metron Technology N.V.”) (“Nortem”) completed its sale to Applied Materials, Inc. and its affiliates (“Applied Materials”)~~ of ~~the outstanding~~Delisting ~~shares~~or ofFailure ~~Nortem’s worldwide operating subsidiaries and substantially all of the other assets held at the former “Metron Technology N.V.” level, including, but not limited~~ to~~, Nortem’s intellectual property and~~ ~~technology~~Satisfy and all cash and cash equivalents, other than an amount equal to $2,000,000 plus cash received prior to closing upon exercise of warrants and options (the “Asset Sale”). As part of the Asset Sale, Applied Materials assumed certain liabilities of Nortem, paid to Nortem $84,567,158 in cash and agreed to reimburse Nortem for amounts related to certain Netherlands surtax liabilities and withholding obligations and certain other costs and expenses. Immediately following the closing, Nortem entered into liquidation and changed its name from “Metron Technology N.V.” to “Nortem NV”. “Metron Technology N.V.” will make all future filings with the SEC under the name Nortem N.V. Please see the section of Nortem’s definitive proxy statement for its 2004 Annual General Meeting of Shareholders filed with the SEC on November 12, 2004 (the “Proxy Statement”) entitled “Proposal 1—Sale of Substantially All of Metron’s Assets” for a ~~description~~Continued ofListing ~~the~~Rule ~~Asset~~or ~~Sale~~Standard; ~~and~~Transfer ~~the section~~ of ~~the Proxy Statement entitled “Proposal 2—Dissolution and Liquidation of Metron” for a description of the dissolution and liquidation of Nortem~~Listing.

~~Edward~~On D.February ~~Segal~~23, 2005, Nortem’s ~~former~~N.V. ~~Chief~~in ~~Executive~~liquidation ~~Officer~~(“Nortem”) was ~~and~~notified ~~Managing~~by ~~Director,~~The ~~Dennis~~Nasdaq ~~R. Riccio,~~Stock ~~Nortem’s~~Market ~~former~~(“Nasdaq”) ~~President,~~that ~~Chief~~its ~~Operating~~common ~~Officer~~stock ~~and~~would ~~Managing~~be ~~Director,~~delisted ~~Gregory~~from S.The ~~Geskovich,~~Nasdaq ~~Nortem’s~~National ~~former~~Market ~~Vice~~on ~~President~~March ~~Fab~~4, ~~Solutions Group~~2005 ~~and~~unless ~~Managing~~Nortem requests ~~Director,~~a ~~and~~hearing ~~Peter~~with ~~Postiglione,~~Nasdaq ~~Nortem’s~~no ~~former~~later ~~Vice President~~than ~~Equipment~~March ~~Solutions Group~~2, ~~have~~2005. In ~~each~~its ~~entered~~letter ~~into~~to ~~employment agreements~~Nortem, ~~with~~Nasdaq ~~Applied~~stated ~~Materials. The~~that ~~details~~it ofbelieves ~~these~~that ~~employment~~Nortem ~~agreements~~is ~~are~~not ~~disclosed~~currently engaged in ~~the~~active ~~section~~business ~~of the~~operations, ~~Proxy~~and ~~Statement~~therefore ~~entitled~~constitutes a “~~Interests~~public ~~of Certain Persons~~shell”, ~~which~~company ispursuant ~~incorporated~~to Marketplace ~~herein~~Rules by4300, ~~reference~~4330(a)(3) inand ~~its~~4450(f), ~~entirety. Upon~~and ~~entering~~that ~~into~~Nasdaq ~~liquidation,~~has ~~Nortem~~determined ~~was~~to noapply more ~~longer~~stringent ~~required~~criteria asto ~~a matter~~preserve ofand ~~Dutch~~strengthen ~~law~~the toquality ~~employ~~and aintegrity ~~Managing~~of The ~~Board~~Nasdaq ofNational ~~Directors. In~~Market ~~place~~and oftherefore ~~the~~has ~~Managing~~determined ~~Board~~to ofdelist ~~Directors,~~Nortem. Nortem ~~has~~intends ~~appointed~~to ~~two~~make ~~liquidators,~~a ~~the~~request ~~appointment~~for ofan ~~which~~administrative ~~was~~hearing ~~approved~~with byNasdaq, ~~Nortem’s~~which ~~shareholders~~will atstay ~~its~~the ~~2004~~delisting ~~Annual~~of ~~General~~Nortem’s ~~Meeting~~common ofshares ~~Shareholders,~~pending ~~to manage~~a ~~the~~decision ~~dissolution~~by ~~and~~a Nasdaq ~~liquidation~~Listing ofQualifications ~~Nortem~~Panel. ~~Additional~~ ~~information~~Nortem ~~regarding~~cannot ~~the liquidators~~predict ~~and~~ the ~~resignations~~date ofon ~~the~~which Nortem ~~managing~~will ~~directors~~be isdelisted ~~set~~from ~~forth~~The inNasdaq ~~Item 5.02~~National ~~below~~Market.

2Once Nortem ceases to be listed on Nasdaq, pursuant to Dutch law, any transfers of Nortem common shares that constitute a change in the record ownership of such shares will require a deed to that effect to be executed in front of a notary practising in the Netherlands.~~04.~~ ~~Triggering~~In addition, ~~Events~~shareholders ~~That~~should be ~~Accelerate~~aware that they must observe any applicable securities laws and regulations, including but not limited to the provisions of the Netherlands Act on the Supervision of the Securities Trade 1995, if applicable, in relation to any offering of common shares of Nortem. Shareholders of Nortem are advised that, if Nortem is delisted from The Nasdaq National Market, they will be responsible for obtaining Dutch counsel to complete any sale or ~~Increase~~transfer of shares that constitutes a ~~Direct~~change ~~Financial~~in ~~Obligation~~the record ownership of such shares or involves an ~~Obligation~~offer ~~under~~in anor ~~Off-Balance~~from ~~Sheet Arrangement.~~within The Netherlands

~~As a result of the~~Item ~~consummation~~8—Other of the Asset Sale, Nortem’s outstanding convertible debentures (in the principal amount of $13 million) and associated common share warrants automatically converted into the right to receive, upon conversion or exercise of such instruments, the same consideration that the holders of such instruments would have received if they had exercised or converted such instruments immediately prior to the closing of the Asset Sale. As of immediately prior to the consummation of the Asset Sale, Nortem’s outstanding warrants were exercisable for 1,633,770 Nortem common shares, and the convertible debentures were convertible into 3,611,107 Nortem common shares.Events

28.01 Other Events.

On February 25, 2005, Nortem announced that it intends to make an initial liquidating distribution to its shareholders pursuant to Article 2:23b Paragraph 6 of the Netherlands Civil Code in the amount of $3.0375 per share, to the shareholders of record on March 4, 2005. Nortem currently expects that the initial liquidating distribution will be made on March 11, 2005. Due to the normal administrative process involved in making a distribution to shareholders, including delays involving wire transfers and/or receipt of checks via mail, there may be a lag of several days between the time of distribution by Nortem and the time the distribution is received by a shareholder. Nortem is retaining a reserve of approximately US $20 million for liquidation expenses, Dutch corporate taxes and for any unforeseen or not yet quantifiable liabilities. A final liquidating distribution will be made after the Company has filed its liquidation accounts and plan of distribution in The Netherlands, and when all of Nortem’s outstanding liabilities have been paid. ~~Material~~The ~~Modification~~timing and amount of the final liquidating distribution will be determined by Nortem’s liquidators in accordance with the plan of distribution. Nortem currently expects the amount of the final liquidating distributions to ~~Rights~~be in the range of ~~Security~~approximately ~~Holders~~$0.95 to approximately $1.04 per share, prior to the effect of tax withholding requirements as discussed

At Nortem’s 2004 Annual General Meeting of Shareholders, the shareholders of Nortem approved amendments to the Articles of Association of Nortem to change the name of “Metron Technology N.V.” to “Nortem N.V.”, to remove from the Articles of Association provisions that are no longer included in The Netherlands Civil Code, and to designate each of Nortem’s managing directors and each junior civil law notary working with NautaDutilh to apply for the declaration referred to in article 2:125 of The Netherlands Civil Code. The details of these amendments are disclosed in the section of the Proxy Statement entitled “Proposal 3 – Amendment to Metron’s Articles of Association”, which is incorporated herein by reference in its entirety.

5below and in the section of Nortem’s definitive annual proxy statement filed for its fiscal year 2005, as filed with the Securities and Exchange Commission on November 12, 2004, (the “2005 Proxy Statement”) entitled “Proposal 2-Dissolution and Liquidation of Metron-Material U.02S. Federal Income Tax Consequences to U.S. Holders of Metron Common Shares” and “Proposal 2-Dissolution and Liquidation of Metron-Certain Netherlands Tax Considerations For Shareholders Not Residing In The Netherlands.” ~~Departure~~The amount of ~~Directors~~the final liquidating distribution will depend on a number of factors, including the final amount of its liabilities, costs of operations during the liquidation period, other related costs involved in the wind down and liquidation of Nortem, and whether Nortem is successful in negotiating a cash prepayment or ~~Principal~~redemption ~~Officers;~~of the convertible debentures or cancellation or ~~Election~~amendment of ~~Directors;~~the ~~Appointment~~warrants for an amount less than the holders of ~~Principal~~the convertible ~~Officers~~debentures and warrants would be entitled to receive if such holders converted their debentures or exercised their warrants.

~~Effective~~Nortem aswill ofbe ~~the~~required ~~consummation~~under ofDutch ~~the~~law ~~Asset~~to ~~Sale,~~make ~~each~~tax ofwithholdings from the ~~managing~~final ~~directors and officers~~liquidating ofdistribution ~~Nortem~~to ~~resigned~~its asshareholders ~~managing~~with ~~directors~~respect ~~and~~to ~~officers~~the portion of ~~Nortem. Upon~~the ~~entering~~final liquidating ~~into~~distribution ~~liquidation,~~that ~~Nortem~~is ~~was~~deemed ~~no longer~~a ~~required~~“dividend” asfor aDutch ~~matter~~tax oflaw purposes. The withholding rate under Dutch tax law tois ~~employ~~25% a(of ~~Managing~~the ~~Board~~deemed ~~of Directors. In~~“dividend” ~~addition~~amount), ~~effective~~although, as of described in the 2005 ~~consummation~~Proxy ofStatement, ~~the~~many ~~Asset~~countries, ~~Sale~~including the U.S., ~~Robert~~have ~~Anderson~~tax ~~and~~treaties with ~~William~~The ~~George~~Netherlands ~~resigned~~that may entitle shareholders resident in such countries asto ~~supervisory~~a ~~directors~~reduced ofwithholding ~~Nortem~~tax rate.

~~Immediately~~As a result of continued negotiations with the Dutch ~~following~~tax authorities and due to changes in the ~~consummation~~exchange rate between the U.S. dollar and the EURO subsequent to the date of the ~~Asset~~filing ~~Sale,~~of ~~Peter~~the ~~Verloop,~~2005 ~~age~~Proxy 72Statement, ~~and~~ ~~Charles~~the ~~Roffey,~~amount ~~age~~of ~~43,~~the ~~were~~liquidating ~~appointed~~distributions asthat ~~Nortem’s~~will ~~liquidators,~~be ~~having~~deemed ~~been~~a “dividend” ~~previously~~for ~~approved~~Dutch astax ~~liquidators~~purposes (and therefore be subject to Dutch withholding tax) is now anticipated by Nortem’s ~~shareholders~~to atbe ~~Nortem’s~~significantly ~~2004 Annual~~smaller ~~General~~than ~~Meeting~~was ofbelieved ~~Shareholders.~~ at the Intime ~~addition,~~of Mrthe 2005 Proxy Statement. We expect ~~Roffey~~that ~~was~~the ~~appointed~~actual asamount of the ~~principal~~liquidating ~~executive~~distributions ~~officer~~that will ~~and~~constitute ~~principal~~a ~~financial~~“dividend” ~~officer~~for ofDutch ~~Nortem.~~ tax purposes will be set definitively with ~~Information~~the ~~regarding~~Dutch ~~Messrs.~~tax ~~Verloop~~authorities ~~and~~in ~~Roffey~~the next few weeks, ~~including~~based upon the ~~terms of~~then-prevailing ~~their~~exchange ~~engagements~~rates; ~~with Nortem~~however, isif ~~set~~such ~~forth~~amount inwere ~~detail~~determined inat the ~~section~~time of this press release, Nortem estimates that the total withholding obligation to be ~~Proxy~~ultimately ~~Statement~~borne ~~entitled~~by ~~“Appointment~~the ofshareholders, ~~Liquidators”~~determined at the maximum 25% rate for all shareholders, would constitute between $0.02 and $0.03 per share (which would isbe ~~incorporated~~withheld only from the final liquidating distribution and which could ~~herein~~be inpartially ~~its~~refunded ~~entirety~~by Dutch tax authorities to shareholders that are entitled to a reduced treaty rate).

9Nortem stated in its 2005 Proxy Statement that it would allow individual shareholders who qualify for a reduced Dutch tax withholding rate to file the proper paperwork with Nortem to allow Nortem to reduce the amount of Dutch tax withheld from the final liquidating distribution to such individual shareholders, due to Nortem’s initial estimate of the magnitude of the likely Dutch withholding taxes to its shareholders.~~01.~~ ~~Financial~~However, ~~Statements~~given the withholding amounts currently anticipated to be applicable to its shareholders, Nortem believes that the costs and ~~Exhibits~~likely delay in the final liquidating distribution to its shareholders associated with implementation of the procedures necessary to allow its shareholders to make reduced withholding elections and to enable variations in distribution amounts among shareholders would outweigh the benefits of the amount of the reduced withholding. Therefore, Nortem intends to withhold from the final liquidating distribution to all shareholders at the general Dutch tax withholding rate (25%) on the portion of the final liquidating distribution that is deemed a “dividend” for Dutch tax law purposes; after the liquidating distribution, a shareholder eligible for treaty benefits will be entitled to file for a refund of amounts withheld in excess of the applicable treaty rates with the Dutch tax authorities in The Netherlands.

~~(a) Financial Statements of Businesses Acquired. Not applicable.~~3

~~(b) Pro Forma Financial Information.~~SIGNATURES

~~The~~Pursuant ~~pro~~to ~~forma~~the requirements ~~financial~~of ~~information~~the ~~required~~Securities byExchange ~~this item~~Act ~~will~~of be1934, ~~added~~the byregistrant ~~amendment~~has toduly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf by the undersigned hereunto duly authorized.

	Nortem N.V.


Dated: February 28, 2005	By:	/s/ Charles Roffey
		Charles Roffey
		Principal Executive Officer and Liquidator

Exhibit No.		Description
10.1		Engagement Letter, dated December 10, 2004, between Metron Technology N.V. and Charles Roffey
10.2		Engagement Letter, dated December 10, 2004, between Metron Technology N.V. and Peter Verloop
99.1		Press release, dated December 14, 2004, entitled “Applied Materials Acquires Worldwide Business of Metron”, issued by Nortem N.V.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nortem N.V.
Dated: December 20, 2004	By:	/s/ Charles Roffey
		Charles Roffey
		Principal Executive Officer and Liquidator

EXHIBIT INDEX

Exhibit No.		Description
10.1		Engagement Letter, dated December 10, 2004, between Metron Technology N.V. and Charles Roffey
10.2		Engagement Letter, dated December 10, 2004, between Metron Technology N.V. and Peter Verloop
99.1		Press release, dated December 14, 2004, entitled “Applied Materials Acquires Worldwide Business of Metron”, issued by Nortem N.V.

Filing Compare · NORTEM, N.V.