As filed with the Securities and Exchange Commission on August 9, 1996
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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)
Non-Employee Directors Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Jong S. Whang
President
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85281
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(602) 967-5146
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With copy to:
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share * Price * Fee
---------- ---------- ----------- --------- ------------
Common Stock, 200,000 $4.375 $875,000 $302
$.01 par value
- -------------------------
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid and asked prices for shares
of Common Stock on August 6, 1996.
================================================================================
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Securities
Act Rule 428.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents are hereby incorporated by reference into
this Registration Statement: (a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995; (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to September 30, 1995; and (c) the
description of the Registrant's capital stock contained in the Registrant's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. Description of Securities. Not applicable.
--------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
---------------------------------------
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The right of the shareholders to sue any director for misconduct
in conducting the affairs of the Company is limited by Article 14 of the
Company's Articles of Incorporation and Arizona statutory law to actions for
damages resulting from a breach of a director's fiduciary duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct or knowing
violations of the law, the unlawful payment of dividends or stock repurchases or
transactions in which a director receives an improper personal benefit. Ordinary
negligence is not a ground for such a suit.
The Company also has the right, pursuant to Article 11 of the
Company's Articles of Incorporation, to indemnify any present or former director
or officer of the Company for all expenses incurred by them in connection with
any legal action brought or threatened against such person for or on account of
any action or omission alleged to have been committed while acting in the course
and scope of the person's duties, if the person acted in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to criminal actions, had no
reasonable cause to believe the person's conduct was unlawful, provided that
such indemnification is made pursuant to then existing provisions of Arizona
statutory law at the time of any such indemnification. The statute does
4
<PAGE>
not limit the liability of directors or officers for monetary damages under the
Federal securities laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provision, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed. Not applicable.
------------------------------------
Item 8. Exhibits.
---------
Exhibit Index located at Page 8.
Item 9. Undertakings.
-------------
(a) 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 of 1933;
(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 (i) and (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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
5
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 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.
6
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, and the State of Arizona, on
August 7, 1996.
AMTECH SYSTEMS, INC.
an Arizona corporation
By /s/ Jong S. Whang
----------------------------------------------
Jong S. Whang, President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints Jong S. Whang and Robert T. Hass, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Jong S. Whang Chairman of the Board, August 7, 1996
- ----------------- President (Chief Executive Officer)
Jong S. Whang
/s/ Robert T. Hass Vice President-Finance August 7, 1996
- ------------------ (Chief Financial & Accounting
Robert T. Hass Officer) and Director
/s/ Donald F. Johnston Director August 7, 1996
- ----------------------
Donald F. Johnston
/s/ Alvin Katz Director August 7, 1996
- --------------
Alvin Katz
/s/ Bruce R. Thaw Director August 7, 1996
- -----------------
Bruce R. Thaw
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page or
Number Description Method of Filing
------ ----------- ----------------
<S> <C> <C>
4.1 Non-Employee Directors Stock Option Plan *
4.2 Form of Stock Option Agreement *
5 Form of opinion rendered by Squire, Sanders & *
Dempsey, counsel for the Registrant (including
consent)
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Counsel See Exhibit 5
24 Powers of Attorney See Signature Page
</TABLE>
- ------------------
* Filed herewith.
8
EXHIBIT 4.1
AMTECH SYSTEMS, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available individuals to serve as non-employee members of the
Board of Directors of Amtech Systems, Inc. (the "Company"), to reward such
directors for their contributions to the profitable growth of the Company, and
to maximize the identity of interest between such directors and stockholders
generally.
1. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Amtech Systems, Inc., an Arizona
corporation.
(c) "Effective Date" shall be the date that the Board of
Directors of the Company adopts this Plan.
(d) "Eligible Director" shall mean (i) those individuals who
are serving as non-employee members of the Board on the Effective Date,
or (ii) those individuals who are elected or appointed as non-employee
members of the Board after the Effective Date, whether through
appointment by the Board or election of the Company's stockholders.
(e) "Exercise Price" shall mean, with respect to Shares of
Optioned Stock, the Fair Market Value of such Shares on the date of
grant of the Option.
(f) "Fair Market Value" shall mean, with respect to the date a
given Option is granted or exercised, the value of the Common Stock
determined by the Board in such manner as it may deem equitable for
Plan purposes; provided, however, that where there is a public market
for the Common Stock, the Fair Market Value per Share shall be the mean
of the bid and asked prices of the Common Stock on the date of grant,
as reported in the Wall Street Journal (or, if not reported, as
otherwise reported by the National Association of Securities Dealers
Automated Quotation System) or, in the event the Common Stock is listed
on the New York Stock Exchange or the American Stock exchange, the Fair
Market Value per Share shall be the closing price on such exchange on
the date of grant of the Option, as reported in the Wall Street
Journal.
(g) "Option" shall mean a right to purchase Stock, granted
pursuant to the Plan.
(h) "Optioned Stock" shall mean the Stock subject to an
Option.
<PAGE>
(i) "Optionee" shall mean a non-employee director of the
Company who has been granted an Option.
(j) "Plan" shall mean this Non-Employee Directors Stock Option
Plan.
(k) "Share" shall mean a share of the Stock.
(l) "Stock" shall mean the Common Stock of the Company
described in the Certificate of Incorporation of the Company.
(m) "Stock Option Agreement" shall mean the written agreement
evidencing the grant of an Option.
(n) "Trading Day" shall mean a day on which the Fair Market
Value of the Stock can be determined.
2. Common Stock Subject to the Plan. Subject to increases and
adjustments pursuant to Section 9 of the Plan, the number of Shares reserved and
available for distribution under the Plan shall be two hundred thousand
(200,000). If an Option shall expire or become unexercisable for any reason
without having been exercised in full, the unauthorized Shares covered by the
Option shall, unless the Plan shall have terminated, be available for future
grants of Options.
3. Option Grants.
(a) Each individual who first becomes an Eligible Director
after the Effective Date, whether through election by the stockholders
or appointment of the Board, shall automatically be granted at the time
of such initial election or appointment, an Option to purchase 12,000
shares of Stock.
(b) On the first business day following the Company's Annual
Meeting of Shareholders each year (the "Annual Grant Date"), beginning
with March 1, 1997, each individual who is at that time an Eligible
Director shall automatically be granted an Option under the Plan to
purchase an additional 6,000 shares of Stock; provided such individual
(i) has attended 75% of the meetings of the Board held during the 12-
month period immediately preceding the Annual Grant Date, or (ii) if
such individual was appointed or elected as a director during such
12-month period, he or she has attended 75% of the meetings of the
Board held during his of her term as a director, and (iii) has attended
75% of the meetings of any Committee of the Board to which such
individual has been appointed as a member during such 12-month period.
(c) The purchase price of Shares subject to an Option shall be
the Fair Market Value on the date of grant.
(d) Each Option granted pursuant to this Plan shall vest and
become exercisable according to the following schedule, provided that
the Optionee remains an Eligible Director at such vesting date:
2
<PAGE>
Vesting Date Percentage of Shares Vesting
- ------------ ----------------------------
First Anniversary of Grant 33-1/3%
Second Anniversary of Grant 66-2/3%
Third Anniversary of Grant 100%
4. Stockholder Approval. This Plan was adopted by the Board of
Directors of the Company on December 21, 1995 (the "Effective Date"). Options
may be granted under the Plan on and after the Effective Date. The Plan shall be
submitted for stockholder approval at the next annual or special meeting of
stockholders. However, the failure to obtain such approval shall not affect the
effectiveness of the Plan. No Option may be granted after the expiration of ten
(10) years from the effective date of the Plan; provided, however, that the Plan
and all outstanding Options shall remain in effect until such Options shall have
been exercised, shall have expired or shall otherwise be terminated.
5. Term; Exercise; Rights as a Stockholder.
(a) The term of each Option shall be ten (10) years from the
date of grant thereof. To the extent vested the Option may be exercised
in whole or in part at any time and during the term of the Option. No
fractional Shares will be issued upon exercise of the Option and, if
the exercise results in a fractional interest, an amount will be paid
in cash equal to the value of such fractional interest based on the
Fair Market Value of the Shares on the date of exercise.
(b) An Option shall be deemed to be exercised upon receipt by
the Company from the Optionee of written notice of such exercise. Such
notice shall be accompanied by full payment for the Shares subject to
such exercise.
6. Payment. The Exercise Price shall be paid:
(a) In United States dollars in cash or by check payable to
the order of the Company; or
(b) Subject to the approval of the Board, by delivery of
Shares with an aggregate Fair Market Value equal to the Exercise Price;
or
(c) By any combination of (a) and (b) above.
The Board shall determine acceptable methods for tendering
Stock as payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Stock to exercise an Option as it deems appropriate.
7. Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution to the limited extent provided
herein or pursuant to a "qualified domestic relations order" as defined by the
Internal Revenue Code or the Employee Retirement Income Security Act
3
<PAGE>
or the rules thereunder. Except as permitted herein, an Option may be exercised,
during the lifetime of the Optionee, only by the Optionee or by his guardian or
legal representative.
In the event of the Optionee's death, his or her Option shall
be exercisable, prior to the expiration of the Option, by the person or persons
to whom his or her accrued and vested rights pass by will or by the laws of
descent and distribution.
8. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of Shares covered
by each outstanding Option, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, consolidation,
subdivision, stock dividend, combination or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made, with
respect to the number or price of Shares subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, all Options will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each holder the right
to exercise the Option as to all or any part thereof, including Shares as to
which the Option would not otherwise be exercisable. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, the Option shall be assumed or an
equivalent Option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the holder shall have the right to exercise the Option as to all of the
Shares, including Shares as to which the Option would not otherwise be
exercisable. If the Board makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the holder that the Option shall be fully exercisable for a period of 30 days
from the date of such notice (but not later than the expiration of the term of
the Option), and the Option will terminate upon the expiration of such period.
9. Amendment and Termination of the Plan. The Board may amend the Plan
from time to time in such respects as the Board may deem advisable or terminate
the Plan; provided, however, that amendments to the Plan relating to the amount,
price or timing of Option grants shall not be made more than once in any six
month period, other than amendments necessary to comply with changes in the
Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, as amended, or the rules thereunder. Any amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated.
4
<PAGE>
Notwithstanding the foregoing, revisions or amendments that
accomplish any of the following shall require approval of the stockholders of
the Company, to the extent required by law, rule or regulation:
(a) Materially increase the benefits accruing to participants
under the Plan;
(b) Materially increase the number of Shares which may be
issued under the Plan;
(c) Materially modify the Plan as to eligibility for
participation in the Plan; or
(d) Otherwise cause the Plan to lose its exemption under
Section 16(b) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
10. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or market system upon which the Shares may be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may
require the Optionee to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required or advisable.
Inability of the Company to obtain authority from a regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary or advisable to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.
11. Termination of Option.
(a) Termination as a Director. If an Optionee ceases to be a
director, unless such cessation occurs due to death or disability, then
the Option shall terminate on the date thirty days after the date the
Optionee ceases to be a director.
(b) Disability. Unless otherwise provided in the Stock Option
Agreement, in the event an Optionee is unable to continue to be a
member of the Board as a result of his permanent and total disability
(as defined in Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended), he may exercise the Option at any time within twelve (12)
months following the date he ceased to be a director, but only to the
extent he was entitled to exercise it on the date he ceased to be a
director. To
5
<PAGE>
the extent that he was not entitled to exercise the Option on the date
he ceased to be a director, or if he does not exercise such Option
(which he was entitled to exercise) within the time specified herein,
the Option shall terminate.
(c) Death. Unless otherwise provided in the Stock Option
Agreement, if an Optionee dies during the term of the Option, the
Option may be exercised at any time within twelve (12) months following
the date of death, but only to the extent that an Optionee was entitled
to exercise the Option on the date of death. To the extent that
decedent was not entitled to exercise the Option on the date of death,
or if the Optionee's estate, or person who acquired the right to
exercise the Option by bequest or inheritance, does not exercise such
Option (which he was entitled to exercise) within the time specified
herein, the Option shall terminate.
12. Option Agreement. Options shall be evidenced by Stock Option
Agreements in such form as the Board shall approve.
13. Miscellaneous Provisions.
(a) Plan Expense. Any expenses of administering this Plan
shall be borne by the Company.
(b) Construction of Plan. The validity, construction,
interpretation, administration and effect of the Plan and of its rules
and regulations, and rights relating to the Plan, shall be determined
by the Board in accordance with the laws of the State of Arizona.
(c) Taxes. The Company shall be entitled if necessary or
desirable to pay or withhold the amount of any tax attributable to the
delivery of Common Shares under the Plan after giving the person
entitled to receive such Shares notice as far in advance as practical,
and the Company may defer making delivery of such Shares if any such
tax may be pending unless and until indemnified to its satisfaction.
(d) Gender. For purposes of this Plan, words used in the
masculine gender shall include the female and neuter, and the singular
shall include the plural and vice versa, as appropriate.
6
EXHIBIT 4.2
AMTECH SYSTEMS, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT
BY THIS DIRECTORS STOCK OPTION AGREEMENT (the "Agreement"), AMTECH
SYSTEMS, INC., an Arizona corporation (the "Company"), and the undersigned, a
non-employee director of the Company (the "Optionee"), desire to establish the
terms and conditions upon which the Company is willing to grant the Optionee,
and upon which the Optionee is willing to accept from the Company, an Option to
purchase shares of Common Stock from the Company, pursuant to the terms and
conditions of the Company's Non-Employee Directors Stock Option Plan (the
"Plan").
The Company and the Optionee hereby agree as follows:
1. The Plan. All the terms, conditions and definitions of the Plan are
hereby incorporated by reference into this Agreement, as if fully set forth
herein.
2. Terms of Grant.
(a) Exercise Price: $____________
(b) Number of Shares Subject to Option: __________ Shares of
Common Stock
(c) Grant Date: ______________, 19___
DATED: ________________, 19___
AMTECH SYSTEMS, INC.
By ______________________________________
Its ______________________________
OPTIONEE:
_________________________________________
August 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amtech Systems, Inc.
Non-Employee Directors Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Amtech Systems, Inc., an Arizona
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933
relating to the registration of 200,000 shares of its Common Stock, $.01 par
value (the "Shares"), issuable pursuant to the Company's Non-Employee Directors
Stock Option Plan (the "Plan").
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and the
Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Arizona.
2. The Shares, when issued and sold in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SQUIRE, SANDERS & DEMPSEY
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated December 6, 1995
included in Amtech Systems Inc.'s Form 10-K for the year ended September 30,
1995 and to all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
July 30, 1996
