AMTECH SYSTEMS INC
10-Q, 1996-05-21
SPECIAL INDUSTRY MACHINERY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

       =================================================================


                                    FORM 10-Q



                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the Quarter Ended:                                   Commission File number:
   March 31, 1996                                               0-11412
- ----------------------                                   -----------------------



                              AMTECH SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



           Arizona                                                86-0411215
- -------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

131 South Clark Drive                                      Tempe, Arizona  85281
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

                                 (602) 967-5146
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
                     --------------------------------------
                     Former name, former address and former
                    fiscal year, if changed since last report


     Indicate  by check mark  whether the  Registrant  (i) has filed all reports
required by section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (ii) has been  subject  to such  filing
requirements for the past 90 days.

                                  Yes  X       No
                                     -----       -----

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the close of the period covered by this report.

                                4,109,668 Shares
                                ----------------
<PAGE>
                          PART I. FINANCIAL INFORMATION

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES



                      CONSOLIDATED BALANCE SHEETS - ASSETS





                                            March 31,     September 30,
                                               1996           1995
                                           ----------     -------------
                                           (Unaudited)
CURRENT ASSETS:

     Cash and cash equivalents            $   1,185,212   $     833,820
     Short-term investments                   3,083,139       3,671,569
     Accounts receivable - net                1,315,359       2,286,743
     Inventories                                928,636         524,071
     Deferred income taxes                      203,000         165,000
     Prepaid expenses                            26,076          45,392
                                          -------------   -------------
        Total current assets                  6,741,422       7,526,595
                                          -------------   -------------



PROPERTY AND EQUIPMENT,
  AT COST:

     Leasehold improvements                     161,724         162,404
     Machinery and equipment                    409,747         333,971
     Furniture and fixtures                     592,641         652,607
                                          -------------   -------------
                                              1,164,112       1,148,982
                                          -------------   -------------
     Less: accumulated
      depreciation and
      amortization                             (522,730)       (499,184)
                                          -------------   -------------

        Property and equipment - net            641,382         649,798
                                          -------------   -------------


PURCHASE PRICE IN EXCESS
  OF NET ASSETS ACQUIRED                          --             85,315
                                          -------------   -------------


OTHER ASSETS                                    352,852         103,811
                                          -------------   -------------

                                          $   7,735,656   $   8,365,519
                                          =============   =============

          See accompanying Notes to Condensed Financial Statements.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES



                           CONSOLIDATED BALANCE SHEETS
                    LIABILITIES AND STOCKHOLDERS' INVESTMENT




                                            March 31,     September 30,
                                               1996           1995
                                           ----------     -------------
                                           (Unaudited)
CURRENT LIABILITIES:

     Accounts payable                     $     753,791   $     528,322
     Accrued liabilities:
       Compensation and related taxes           302,698         373,383
       Warranty and installation expenses       111,571         116,347
       Other accrued liabilities                142,827         120,239
     Income taxes payable                       123,000         225,000
                                          -------------   -------------

        Total current liabilities             1,433,887       1,363,291
                                          -------------   -------------





STOCKHOLDERS' INVESTMENT:

     Preferred stock, no specified
      terms; 100,000,000 shares
      authorized; none issued                     --              --
     Common stock, $.01 par value;
      100,000,000 shares authorized;
      4,109,668 shares outstanding at
      March 31, 1996 and 4,305,702
      shares at September 30, 1995               20,549          21,529
     Additional paid-in capital               7,064,351       7,872,010
     Cumulative foreign currency
      translation adjustment                    (13,641)         29,459
     Accumulated deficit                       (769,490)       (920,770)
                                          -------------   -------------

        Total stockholders' investment        6,301,769       7,002,228
                                          -------------   -------------

                                          $   7,735,656   $   8,365,519
                                          =============   =============

          See accompanying Notes to Condensed Financial Statements.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES



                    CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995


                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                MARCH 31,                  MARCH 31,
                        ------------------------  ------------------------
                            1996         1995         1996         1995
                        -----------  -----------  -----------  -----------
                        (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
SEMICONDUCTOR EQUIPMENT:
Net product sales       $ 1,408,267  $ 2,325,006  $ 3,079,155  $ 3,437,344
Cost of product sales     1,004,118    1,549,881    2,167,420    2,366,199
                        -----------  -----------  -----------  -----------
  Gross margin              404,149      775,125      911,735    1,071,145

Selling and general         573,844      558,495    1,103,849      996,461
Research & development       74,462       34,757      117,273      134,396
                        -----------  -----------  -----------  -----------
Operating profit (loss)    (244,157)     181,873     (309,387)     (59,712)

Interest income              62,594       64,220      128,409       77,761

Income before
  income taxes             (181,563)     246,093     (180,978)      18,049
Income tax provision
 (benefit)                  (50,000)      91,000      (50,000)      13,000
                        -----------  -----------  -----------  -----------

INCOME (LOSS) FROM
 CONTINUING OPERATIONS     (131,563)     155,093     (130,978)       5,049


DISCONTINUED OPERATIONS:
Income from discontinued
 operations                    -         (10,990)      51,757       41,042
Income tax provision
 (benefit)                     -          (4,000)      30,000       19,000
                        -----------  -----------  -----------  -----------
Income (loss) from discon-
 tinued operations             -          (6,990)      21,757       22,042

GAIN ON SALE OF ECHELON     (13,195)        -         260,501         -
                        -----------  -----------  -----------  -----------


NET INCOME (LOSS)       $  (144,758) $   148,103  $   151,280  $    27,091
                        ===========  ===========  ===========  ===========

INCOME PER SHARE:
 Primary                $      (.04) $       .03  $       .04  $       .01
 Fully diluted          $      (.04) $       .03  $       .04  $       .01

WEIGHTED AVERAGE
 OUTSTANDING SHARES:
  Primary                 4,109,668    4,357,252    4,208,220    3,348,790
  Fully diluted           4,109,668    4,364,108    4,208,220    3,354,958

          See accompanying Notes to Condensed Financial Statements.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES



                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995


                                                      Six Months Ended
                                                          March 31,
                                                  -------------------------
                                                     1996          1995
                                                  -----------   -----------
                                                  (Unaudited)   (Unaudited)
OPERATING ACTIVITIES:
  Net income                                     $   151,280   $    27,091

  Adjustments to reconcile net income
  to net  cash  provided  by  operating activities:
    Depreciation and amortization                     86,797        63,857
    Inventory and receivable write-downs               6,000        22,000
    Less gain on disposal of assets                 (262,603)         (426)
    Deferred tax benefit                             (50,000)       (1,000)
  Changes in operating assets and liabilities:
    Decrease (Increase) in accounts receivable       537,503       (24,947)
    Increase in inventories and prepaid expenses    (414,836)     (282,244)
    Decrease in other assets                           4,913       181,053
    Increase in accounts payable                     267,530       158,526
    Increase (decrease) in income taxes payable     (102,000)       53,000
    Increase in accrued liabilities                   31,868       267,047
                                                 -----------   -----------

     Net cash provided by operating activities       256,452       463,957
                                                 -----------   -----------

INVESTING ACTIVITIES:
  Maturities (purchases) of short-term
    investments - net                                588,430    (2,800,972)
  Investment in South Korean joint venture          (285,578)        --
  Proceeds from asset sale                            28,383        10,000
  Purchase of property and equipment                (110,335)     (153,953)
  Cash distributed in disposal of Echelon           (107,596)        --
                                                 -----------   -----------
     Net cash provided (used) by
       investing activities                          113,304    (2,944,925)
                                                 -----------   -----------

FINANCING ACTIVITIES:
    Net proceeds from secondary public offering        --        3,623,382
                                                 -----------   -----------
      Net cash provided by financing  activities       --        3,623,382
                                                 -----------   -----------

EFFECT OF EXCHANGE RATE CHANGES                      (18,364)       44,787
                                                 -----------   -----------

INCREASE IN CASH AND CASH EQUIVALENTS                351,392     1,187,201
                                                 -----------   -----------

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR         833,820       736,984
                                                 -----------   -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD         $ 1,185,212   $ 1,924,185
                                                 ===========   ===========

          See accompanying Notes to Condensed Financial Statements.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995




SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                     1996          1995
                                                 -----------   -----------

Cash paid during the period for:

    Income taxes                                 $   130,000   $     --



SUPPLEMENTAL INFORMATION OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

    Value received in the form of the
     Company's stock in exchange for
     the net assets of Echelon Service Co.       $   808,638   $     --




          See accompanying Notes to Condensed Financial Statements.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 March 31, 1996




(1)  BASIS OF PRESENTATION

     The accompanying  consolidated financial statements include the accounts of
the Company and its wholly-owned  subsidiaries,  Tempress Systems,  Inc. for the
entire period and Echelon Service Company,  the Baltimore based operation of the
technical personnel segment, through the date of disposition (see Note 3 below).
All significant  intercompany  accounts and transactions have been eliminated in
consolidation.


(2)  INTERIM REPORTING

     The accompanying consolidated financial statements are unaudited;  however,
these financial  statements contain all adjustments which are, in the opinion of
management,  necessary for a fair  presentation  of the  consolidated  financial
position  of the  Company as of March 31,  1996 and  September  30, 1995 and the
consolidated  results of its operations for the three and six months ended March
31,  1996 and 1995,  and its  consolidated  cash flows for the six months  ended
March 31, 1996 and 1995.

     The accounting  policies followed by the Company are set forth in Note 2 to
the  consolidated  financial  statements in the Company's  1995 Annual Report on
Form 10-K for the year ended September 30, 1995, which is incorporated herein by
reference.

     Inventories   as  of  March  31,  1996  and  September  30,  1995  included
work-in-process of $468,148 and $181,855,  respectively. The remaining inventory
primarily consists of purchased parts and completed sub-assemblies.

     The  consolidated  results of operations for the three and six months ended
March 31, 1996 and 1995,  are not  necessarily  indicative  of the results to be
expected for the full year.

                                                     Continued on next page.....
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS - continued




(3)  SALE OF DISCONTINUED OPERATIONS

     In October 1995, the Board of Directors  approved a plan to discontinue the
technical contract  personnel business  represented by the operations of Echelon
Service Company,  then a wholly-owned  subsidiary.  Effective December 31, 1995,
the  Company  exchanged  all of its  ownership  in the stock of Echelon  Service
Company for 196,034 shares of the Company's  outstanding Common Stock previously
owned by Eugene R.  Hartman,  then an officer and director of the  Company.  The
transaction  was preceded by a dividend  from Echelon to the Company in order to
equalize  the  values.   The   transaction  was  structured  to  be  a  tax-free
reorganization and, as such, no provision was made for income taxes. As a result
of the transaction, the Company recognized a gain of $261,000.

(4)  INVESTMENT IN SOUTH KOREAN JOINT VENTURE

     During the first quarter of fiscal 1996,  the Company  entered into a joint
venture agreement pursuant to which it is to have a 45% ownership interest and a
50% voting interest in Seil Semicon, Inc., located in South Korea, in return for
a commitment to invest  $500,000 in cash. The first $286,000 of that  commitment
was met during the first half of fiscal 1996 and the remainder  will be invested
during the third quarter of fiscal 1996.  The joint  venturers plan to operate a
silicon test wafer reclaiming  business through Seil Semicon,  Inc., which is in
the start-up  phase.  The ultimate  success of Seil Semicon,  Inc.  depends on a
number of factors,  including securing adequate financing, of which there can be
no assurance.

(5)  STOCKHOLDERS' INVESTMENT

     Effective  March 29, 1996,  there was a two-for-one  forward stock split of
the  Company's  $.01  par  value  common  stock.  As a  result,  the  number  of
outstanding  shares was increased by 2,054,834 to  4,109,668.  All share and per
share  amounts have been restated  accordingly.  In  conjunction  with the stock
split,  the number of shares  issuable  pursuant to stock  options,  stock bonus
grants,   and  warrants   and  the  related   exercise   prices  were   adjusted
proportionately.  If all such contingent  shares were  exercised,  the number of
outstanding shares would increase by 3,028,000 and the resulting proceeds to the
Company would be $7,869,775.

(6)  RECLASSIFICATIONS

     Certain  reclassifications have been made to the amounts for fiscal 1995 to
conform to the presentation of the fiscal 1996 amounts.
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS





     Financial Condition and Working Capital.  During the six months ended March
31, 1996, working capital decreased by $856,000,  primarily as the result of the
$286,000  investment in Seil Semicon,  Inc., a South Korean joint  venture,  and
$432,000 from the  disposition of Echelon Service Company in exchange for Common
Stock of the Company previously owned by Eugene R. Hartman.  There is no long or
short-term debt and stockholders' investment is 81% of total capitalization.

     Liquidity  and  Capital  Resources.  During the six months  ended March 31,
1996, the Company's cash position, including equivalents, increased by $351,000.
The  increase  in cash and  cash  equivalents  primary  reflects  the fact  that
$588,000  of  short-term  investments  matured  and were not  reinvested  due to
favorable  money market rates.  The Company is committed to invest an additional
$250,000  in Seil  Semicon,  a joint  venture  in which  the  Company  has a 45%
ownership interest and a 50% voting interest.  Seil Semicon plans to develop and
operate a silicon test wafer reclaiming facility. The current ratio was 4.7:1 as
of March 31, 1996, down slightly from a ratio of 5.5:1 as of September 30, 1995,
and continues to reflect the Company's strong financial condition.

     Management  believes the Company's  liquidity is sufficient for its current
operations  and those  planned  for  approximately  the next two years.  See the
management's  discussion  and  analysis  included in the  Company's  1995 annual
report on Form 10-K for further  information  regarding the Company's  long-term
plans for future operations.

     The semiconductor equipment order backlog was approximately  $7,150,000, as
of March 31, 1996, as compared to $1,894,000 as of March 31, 1995.  While orders
are ordinarily  filled within one to six months of receipt,  the current backlog
includes  approximately  $2,120,000 of orders,  primarily from one customer,  of
which an  estimated  one-half is planned for shipment in each of fiscal 1997 and
fiscal 1998. The timing of these orders reflects a customer's  requested  delays
in deliveries  from that scheduled in the original  purchase  orders.  Also, the
Company has experienced long lead-times in purchasing  components from suppliers
of quartz parts,  which has and is resulting in the Company taking more than six
months to deliver equipment that contains certain quartz parts. However, much of
the increase in the backlog also results from the increase in the demand for the
Company's products.
<PAGE>
Results of Operations.

THREE MONTHS ENDED MARCH 31,
1996 vs. 1995

Semiconductor Equipment.

     Revenues decreased 39%, or $917,000, to $1,408,000 in the second quarter of
fiscal 1996 from $2,325,000 in the second quarter of the fiscal 1995 year. While
the backlog was already strong and growing before the quarter began, two factors
limited the Company's  shipments as compared to the comparable  period in fiscal
1995. First, approximately $600,000 of the order backlog at the beginning of the
quarter could not be shipped due to long lead-times on components purchased from
suppliers  of quartz  parts.  This  resulted in the Company  having to defer the
shipment of  approximately  $600,000 of orders until the third quarter.  Second,
the Company did not benefit  from  increased  sales from  Tempress,  as had been
expected, because $400,000 of system order shipments were delayed, primarily due
to customer  requested  delays in the schedule for delivery.  The Company may be
affected by similar delays in the future. However, management expects that sales
in the third quarter will be significantly higher compared to the second quarter
of this fiscal year and will compare  favorably  to the third  quarter of fiscal
1995.

     The gross margin decreased $371,000,  to $404,000,  or 28% of sales, in the
second  quarter of fiscal  1996 from  $775,000,  or 33% of sales,  in the second
quarter of fiscal 1995.  The  decrease in gross  margin is primarily  due to the
decline in shipments.  Spreading the fixed portion of  manufacturing  costs over
the lower sales volume explains the decrease in gross margins as a percentage of
sales.

     The selling,  general and administrative expenses for the second quarter of
fiscal 1996 were $15,000  higher than in comparable  period of last fiscal year.
The  increased  expenses  primarily  result from  expanded  sales and  marketing
activities  on a world-wide  basis in order to promote the entire  product line,
with the greatest  emphasis on the horizonal  diffusion furnace developed in the
Netherlands  and a  low-cost  furnace  model to be  manufactured  in the  United
States.  Research and development costs also increased  $40,000,  as the Company
continues the photo-CVD  ("chemical vapor deposition")  research and attempts to
develop new products.

Income (Loss) From Continuing Operations.

     As a result of the above,  for the three months  ended March 31, 1996,  the
Company had an operating loss of $244,000 as compared to an operating  profit of
$182,000  for the  second  quarter  of  fiscal  1995.  The  income  (loss)  from
continuing  operations  before income taxes includes the operating profit (loss)
of the  semiconductor  equipment  segment,  interest  income,  and income  taxes
(benefit). During the second quarter of the current fiscal year, interest income
was $63,000, or $1,000 less than in the preceding year.

     Income tax expenses  declined  $141,000 because of the loss for the quarter
ended March 31, 1996.  The $50,000  income tax benefit for the second quarter of
fiscal 1996 is  approximately  $12,000 less than would result from  applying the
statutory rates to the before tax loss,  because of the effects of the permanent
differences  between  financial  and taxable  income.  As a result of the above,
continuing  operations  produced a loss of $132,000,  or $287,000 lower than the
$155,000 of income earned during the same quarter of fiscal 1995.

Discontinued Operations.

     As a  result  of the  December  31,  1995  sale of the  technical  contract
personnel  segment,  there was no income  from  discontinued  operations  in the
second quarter of fiscal 1996. For the comparable  period in fiscal 1995,  there
was a loss from discontinued  operations of $7,000,  after recognizing an income
tax benefit of $4,000.  Typically,  the second quarter was the least  profitable
for that operation because payroll taxes are higher in that quarter.
<PAGE>
Total Company.

     The three months ended March 31, 1996,  resulted in a net loss of $145,000,
or $.04 per share, compared to net income of $148,000, or $.03 per share, in the
second quarter of fiscal 1995. The most significant factors  contributing to the
decline and loss was the $917,000 decline in sales discussed above.


SIX MONTHS ENDED MARCH 31,
1996 vs. 1995

Semiconductor Equipment.

     The semiconductor equipment revenues decreased 10% to $3,079,000 during the
first six  months of fiscal  1996 from  $3,437,000  for the first six  months of
fiscal 1995. The decrease is due the second quarter delays in certain shipments,
as discussed above.

     Gross  margins as a percentage of revenue  decreased  from 31% in the first
half of fiscal 1995 to 30% for the first six months of fiscal 1996. The decrease
in the gross  margin  percentage  is  primarily  due to the effects of spreading
certain fixed manufacturing and engineering costs over fewer sales dollars.

     The selling and general expenses of the semiconductor segment for the first
six months of fiscal 1996 were $107,000 higher than in the comparable  period of
last fiscal year. The increased  expenses primarily resulted from expanded sales
and marketing  activities  on a world-wide  basis in order to promote the entire
product  line,  with the greatest  emphasis on the horizonal  diffusion  furnace
developed in the Netherlands and a low-cost  furnace model to be manufactured in
the United States. Since the Netherlands  operation,  Tempress, was still in the
start-up  phase  during the first  quarter of last year,  most of this  increase
occurred in the first quarter of this fiscal year.

Income From Continuing Operations.

     For the  first  six  months of fiscal  1996,  the  semiconductor  equipment
segment had an  operating  loss of $309,000 as compared to a loss of $60,000 for
the first two quarters of fiscal 1995. The $249,000 of additional  losses is due
to the delay in shipments and the increased expenses, both explained above.

     The income (loss) from continuing  operations includes the operating (loss)
of the semiconductor  equipment segment,  discussed above,  interest income, and
income taxes  (benefit).  Interest income  increased by $51,000 during the first
half of fiscal 1996,  as compared to the six months ended March 31, 1995, as the
Company had the proceeds of the public offering available for investment for the
entire  fiscal 1996  period,  as compared  only three  months of the fiscal 1995
period.

         During the first half of fiscal 1996 there was an income tax benefit of
$50,000,  compared to the income tax expense of $13,000  reported  for the first
half of fiscal 1995.  The $50,000  income tax benefit for the first two quarters
of fiscal 1996 is approximately $12,000 less than would result from applying the
statutory rates to the before tax loss,  because of the effects of the permanent
differences between financial and taxable income.
<PAGE>
     As a result of the  above,  continuing  operations  produced  a net loss of
$131,000  in the first six  months of fiscal  1996,  representing  a decline  of
$136,000, from the income of $5,000 reported in the first half of fiscal 1995.

Discontinued Operations.

     The operating profit of technical  contract  personnel business was $22,000
in the first halves of both fiscal 1996 and 1995.  The fact that the Company did
not operate in this  segment  during the second  quarter  because of the sale of
this discontinued  operation effective December 31, 1995, was offset by the fact
that in the past the second  quarter was generally not a profitable  quarter for
that segment.

     Effective  December 31, 1995, the Company exchanged all of its ownership in
the technical contract  personnel  business  represented by the stock of Echelon
Service  Company for 196,034  shares of the Company's  outstanding  Common Stock
previously  owned by Eugene R.  Hartman,  then an officer  and  director  of the
Company.  The transaction was preceded by a dividend from Echelon to the Company
in order to equalize the values. The transaction was structured to be a tax-free
reorganization and, as such, no provision was made for income taxes. As a result
of the transaction, the Company recognized a gain of $261,000.


Total Company

     For the six months  ended March 31, 1996 there was net income of  $151,000,
or $.04 per share, as compared to net income of $27,000,  or $.01 per share, for
the  comparable  period of fiscal  1995.  The net  income  for the first half of
fiscal 1996 was generated  entirely by the sale of the discontinued  operations.
However,  management expects that the semiconductor equipment business will have
improved operating results in the third quarter.
<PAGE>
                                     PART II



Item 1.  Legal Proceedings.

     None.


Item 4.  Submission of Matters to a Vote of Security Holders

     On February 29, 1996, the Company held its annual  meeting of  shareholders
at which time the following persons where elected to the board of directors with
shares voted as follows:

Board Members Elected    Shares Voted For    Votes Withheld
Jong. S. Whang                2,049,805            7,111
Robert T. Hass                2,049,453            7,463
Donald F. Johnston            2,049,227            7,689
Alvin Katz                    2,045,599           11,317
Bruce R. Thaw                 2,045,812           11,104

     The final total for the other proposals was as follows:

Proposal #2 - Ratification of the adoption of the Amtech Systems,  Inc.  Amended
and Restated 1995 Stock Option Plan, as described in the proxy statement:

Shares Voted For    Voted Against    Votes Withheld     Not Voted
     1,382,112           73,122             33,518       568,164

Proposal #3 -  Ratification  of the adoption of the Amtech  Systems,  Inc.  1995
Stock Bonus Plan, as described in the proxy statement:

Shares Voted For    Voted Against    Votes Withheld     Not Voted
     1,376,121           76,125             36,506       568,164

Proposal #4 - Ratification of the adoption of the Amtech Systems,
Inc. Non-Employee Director Stock Option Plan, as described in the
proxy statement:

Shares Voted For    Voted Against    Votes Withheld     Not Voted
     1,368,771           91,650             45,481       551,014

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits - All of the exhibits  required by Item 601 of Regulation S-K
          are hereby incorporated by reference to the Company's Annual Report on
          Form 10-K dated January 16, 1996.

     (b)  Reports on Form 8-K - On  February 9, 1996,  the Company  filed a Form
          8-K to report the  disposition  of the formerly  wholly-owned  Echelon
          Service Company.
<PAGE>
                                   SIGNATURES

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



                               AMTECH SYSTEMS INC.




                             by /s/   Robert T. Hass
                                --------------------
                                Robert T. Hass, Vice-President and
                                Chief Financial Officer
                                DATED:  May 21, 1996

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
                              THIS   SCHEDULE    CONTAINS   SUMMARY    FINANCIAL
                              INFORMATION  EXTRACTED  FROM THE BALANCE SHEETS AS
                              OF MARCH 31, 1996 AND SEPTEMBER 30, 1995,  AND THE
                              STATEMENTS OF OPERATION AND THE STATEMENTS OF CASH
                              FLOW FOR THE SIX MONTHS  ENDED  MARCH 31, 1996 AND
                              IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
                              QUARTERLY  REPORT  ON FORM  10-Q  FOR THE  QUARTER
                              ENDED MARCH 31, 1996.
</LEGEND>
<MULTIPLIER>                            1
<CURRENCY>                   U.S. DOLLARS
       
<S>                           <C>  
<PERIOD-TYPE>                 6-MOS
<FISCAL-YEAR-END>             SEP-30-1996
<PERIOD-START>                OCT-01-1995
<PERIOD-END>                  MAR-31-1996
<EXCHANGE-RATE>                                                 1
<CASH>                                                  1,185,212
<SECURITIES>                                            3,083,139
<RECEIVABLES>                                           1,395,359
<ALLOWANCES>                                               80,000
<INVENTORY>                                               928,636
<CURRENT-ASSETS>                                        6,741,422
<PP&E>                                                  1,164,112
<DEPRECIATION>                                            522,730
<TOTAL-ASSETS>                                          7,735,656
<CURRENT-LIABILITIES>                                   1,433,887
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                   20,549
<OTHER-SE>                                              6,281,220
<TOTAL-LIABILITY-AND-EQUITY>                            7,735,656
<SALES>                                                 3,079,155
<TOTAL-REVENUES>                                        3,079,155
<CGS>                                                   2,167,420
<TOTAL-COSTS>                                           2,167,420
<OTHER-EXPENSES>                                        1,221,122
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                              0
<INCOME-PRETAX>                                         (180,978)
<INCOME-TAX>                                                    0
<INCOME-CONTINUING>                                     (130,978)
<DISCONTINUED>                                            282,258
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                              151,280
<EPS-PRIMARY>                                                $.04
<EPS-DILUTED>                                                $.04
        

</TABLE>


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