SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
sec.240.14a-11(c) or sec.240.14a-12
AMTECH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AMTECH SYSTEMS, INC.
131 South Clark Drive
Tempe, Arizona 85281
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 27, 1998
- --------------------------------------------------------------------------------
To Our Shareholders:
The 1998 Annual Meeting of Shareholders of AMTECH SYSTEMS, INC., an
Arizona corporation (the "Company"), will be held at the Wyndham Garden Hotel,
427 N. 44th Street, Phoenix, Arizona, on February 27, 1998, at 3:00 p.m.,
Mountain Standard Time, for the following purposes:
1. To elect five (5) directors to serve for one year terms;
2. To ratify the adoption of the 1998 Stock Option Plan for
employees (including officers) and consultants; and
3. To transact such other business as may properly come before
the meeting or any adjournment(s) thereof. Management is
presently aware of no other business to come before the
meeting.
The Board of Directors has fixed the close of business on January 22,
1998, as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the meeting or any
postponement(s) or adjournment(s) thereof. Shares of Common Stock can be voted
at the meeting only if the holder is present at the meeting in person or by
valid proxy. A copy of the Company's 1997 Annual Report, which includes audited
financial statements, was mailed with this Notice and Proxy Statement to all
shareholders of record on the Record Date.
Management of the Company cordially invites you to attend the Annual
Meeting. Your attention is directed to the attached Proxy Statement for a
discussion of the foregoing proposals and the reasons why the Board of Directors
encourages you to vote for approval of such proposals.
By Order of the Board of Directors
Robert T. Hass, Secretary
Tempe, Arizona
January 23, 1998
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IMPORTANT: IT IS IMPORTANT THAT YOUR SHAREHOLDINGS BE REPRESENTED AT THIS
MEETING. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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<PAGE>
AMTECH SYSTEMS, INC.
131 South Clark Drive
Tempe, Arizona 85281
-----------------
PROXY STATEMENT
-----------------
This Proxy Statement is being furnished to Shareholders of AMTECH
SYSTEMS, INC., an Arizona corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the 1998 Annual
Meeting of Shareholders of the Company to be held on February 27, 1998, at 3:00
p.m., Mountain Standard Time, and any adjournment or postponement(s) thereof
(the "Annual Meeting"). A copy of the Notice of the Meeting accompanies this
Proxy Statement. It is anticipated that the mailing of this Proxy Statement will
commence on or about January 23, 1998.
SOLICITATION AND VOTING OF PROXIES
Only shareholders of record at the close of business on January 22,
1998 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof. On the Record Date,
4,199,706 shares of Common Stock, $.01 par value (the "Common Stock"), were
issued and outstanding. Each holder of Common Stock is entitled to one vote,
exercisable in person or by proxy, for each share of the Company's Common Stock
held of record on the Record Date.
At the Annual Meeting of Shareholders, five (5) directors are to be
elected to serve for a term of one year or until their respective successors are
elected and qualified. Each Shareholder present at the Annual Meeting, either in
person or by proxy, will have an aggregate number of votes in the election of
directors equal to five (the number of persons nominated for election as
directors) multiplied by the number of shares of Common Stock of the Company
held by each such shareholder on the Record Date. The resulting aggregate number
of votes may be cast by the Shareholder for the election of any single nominee,
or the Shareholder may distribute such votes among any number or all of the
nominees. The five nominees receiving the highest number of votes will be
elected to the Board of Directors.
All valid proxies received before the Annual Meeting and not revoked
will be exercised. All shares represented by proxy will be voted, and where a
shareholder specifies by means of his or her proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specifications so made. If no choice is indicated on the proxy, the shares will
be voted in accordance with the recommendations of the Board of Directors as to
such matters. Abstentions and broker non-votes will be included in the
determination of the number of shares represented for a quorum. Proxies may be
revoked at any time prior to the time they are voted by: (a) delivering to the
Secretary of the Company a written instrument of revocation bearing a date later
than the date of the proxy; or (b) duly executing and delivering to the
Secretary a subsequent proxy relating to the same shares; or (c) attending the
meeting and voting in person, provided that the shareholder notifies the
Secretary of the meeting of his or her intention to vote in person at any time
prior to the voting
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<PAGE>
of the proxy. In order to vote their shares in person at the meeting,
shareholders who own their shares in "street name" must obtain a special proxy
card from their broker.
The cost of soliciting proxies, including the cost of preparing and
mailing the Notice and Proxy Statement, will be paid by the Company.
Solicitation will be primarily by mailing this Proxy Statement to all
shareholders entitled to vote at the meeting. Proxies may be solicited by
officers and directors of the Company personally or by telephone or facsimile,
without additional compensation. The Company may reimburse brokers, banks and
others holding shares in their names for others for the cost of forwarding proxy
materials and obtaining proxies from beneficial owners.
The Board of Directors does not know of any matters other than the
election of directors and the proposal to approve the 1998 Stock Option Plan
(the "1998 Plan") that are expected to be presented for consideration at the
meeting. However, if other matters properly come before the meeting, the persons
named in the accompanying proxy intend to vote thereon in accordance with their
judgment.
All proxies received pursuant to this solicitation will be voted except
as to matters as to which authority to vote is specifically withheld; where a
choice is specified as to the proposal, they will be voted in accordance with
such specification. Where authority to vote is not specifically withheld and no
voting instructions are given, the persons named in the proxy solicited by the
Board of Directors intend to vote for the election of the nominees for director
listed below and for the 1998 Plan.
ELECTION OF DIRECTORS
General Information
The present terms of the Company's current directors, Jong S. Whang,
Robert T. Hass, Donald F. Johnston, Alvin Katz and Bruce R. Thaw, expire upon
the election and qualification of their successors at the Company's 1998 Annual
Meeting of Shareholders. Messrs. Katz and Thaw are being nominated at the
request of Barber & Bronson, Incorporated, the underwriter of the Company's
public offering of Common Stock and Common Stock Purchase Warrants on December
15, 1994 (the "Underwriter"). The Underwriter has the right to nominate two
directors pursuant to the provisions of the Underwriting Agreement between the
Company and the Underwriter. The Board of Directors has nominated each of the
current directors as nominees for election as directors in the election to be
held at the Annual Meeting.
The Board of Directors intends to vote its proxies for the election of
its nominees, for a term to expire at the next Annual Meeting. In that regard,
the Board of Directors solicits authority to cumulate such votes.
If any nominee should become unavailable for any reason, which the
Board of Directors does not anticipate, the proxy will be voted for any
substitute nominee or nominees who may be selected by the Board of Directors
prior to or at the Annual Meeting, or, if no substitute is selected by the Board
of Directors prior to or at the Annual Meeting, for a motion to reduce the
present membership of the Board to the number of nominees available and to
create an additional vacancy to be filled by
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the Board of Directors. The information concerning the nominees and their share
holdings in the Company has been furnished by them to the Company.
Information Concerning Directors, Nominees and Officers
The following table sets forth information regarding the officers,
directors and director nominees of the Company, including biographical data for
at least the last five years.
Name Age Positions with the Company
- ---- --- --------------------------
Jong S. Whang 52 President, Chief Executive Officer and Director
Robert T. Hass 47 Vice President-Finance, Chief Financial Officer,
Treasurer, Secretary and Director
Donald F. Johnston 72 Director
Alvin Katz 68 Director
Bruce R. Thaw 45 Director
JONG S. WHANG has been President, Chief Executive Officer and a
Director since the inception of the Company and was one of its founders. Mr.
Whang's responsibilities as President include the sales effort for the Company's
semiconductor equipment business and development of new products and business
opportunities in that industry. He has twenty-four years of experience in the
semiconductor industry including time spent in both processing and manufacturing
of equipment components and systems. From 1973 until 1979, he was employed by
Siltronics, Inc., initially as a technician working with chemical vapor
deposition (CVD) and later as manager of the quartz fabrication plant with
responsibility of providing technical marketing support. From 1979 until 1981,
he was employed by U.S. Quartz, Inc. as manufacturing manager. In 1981 he left
U.S. Quartz to found the Company.
ROBERT T. HASS has been Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary of the Company since June 3, 1992. Mr. Hass has
been a Director of the Company since February 29, 1996. From 1991 until May,
1992, he operated a financial consulting practice under the name of Hass
Financial Consulting Services, a sole proprietorship. From 1985 to 1991, Mr.
Hass served as Director of Accounting Services and then Controller for
Lifeshares Group, Inc., a holding company which owned and operated real estate
development and insurance subsidiaries, and from 1988 to 1991 served as
Controller and Chief Accounting Officer of some of those subsidiaries. From 1984
to 1985, he served as Vice President-Finance and Treasurer of The Victorio
Company, a privately owned holding company which owned and operated agriculture,
chemical, commercial real estate brokerage, marketing research, and commodities
futures brokerage businesses. From 1977 to 1984, he was employed in various
capacities including Vice President, Chief Financial Officer and Treasurer by
Altamil Corporation, then a public company, which manufactures truck equipment,
wirebound containers, and precision aluminum forgings. From 1972 to 1977, he was
employed as an auditor with Ernst & Ernst, now known as Ernst & Young. He is a
Certified Public Accountant.
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DONALD F. JOHNSTON has been a Director since April 9, 1994, and also
served as a Director from March, 1983 to December 1992. He is not otherwise
employed by the Company. He was President and Chief Executive Officer of JAI,
Inc., a management consulting firm, from 1985 to March 1993. From 1985 to March
1993, when he retired, he acted as marketing and management consultant to
companies in the electronics industry. From November, 1983 until October, 1985,
he was President of Process Control, Inc. of Tempe, Arizona. He has held senior
management positions with Montgomery Ward & Co. and the Hotpoint Division of the
General Electric Company. He has also served as the Vice-President of B.F.
Goodrich and the Philco Ford Division of the Ford Motor Company. Mr. Johnston
also served as President of Mirco, Amstar Electronics, and Hera Investment Co.
ALVIN KATZ has been a Director since May 1, 1995. Since 1981 he has
been an adjunct professor of business management at the Florida Atlantic
University in Boca Raton, Florida. From 1991 until the company was sold in
September, 1992, he was Chief Executive Officer of Odessa Engineering Corp., a
company engaged in the manufacture of pollution monitoring equipment. From 1957
to 1976, Mr. Katz was employed by United Parcel Service holding various
managerial positions, including District Manager and Corporate Manager of
Operations, Planning, Research and Development. He is also a Director of Blimpie
International, a fast food franchisor, Nastech Pharmaceutical Company, Inc., a
company engaged in research, development and marketing of nasally delivered
pharmaceuticals, BCT International, Inc., a franchisor of wholesale thermography
printing plants, OZO Diversified Technology, Inc., a manufacturer of depaneling
equipment for the semiconductor industry, and Micron Instruments, Inc., a
manufacturer of infrared temperature measurement devices, all of which are
publicly held corporations.
BRUCE R. THAW has been a Director since May 1, 1995. Mr. Thaw has been
a practicing attorney since 1978. Since 1995, Mr. Thaw has been a self-employed
attorney, and from 1984 to 1995, he was a partner in the law firm of Abrams &
Thaw. Mr. Thaw is also a Director of Information Resource Engineering, Inc., a
public traded company that designs, manufactures and markets computer network
security systems and products. Mr. Thaw does not render legal services to the
Company.
Board and Committee Meetings
During the 1997 fiscal year, there were three (3) meetings of the Board
of Directors. No director attended less than 75% of the Board meetings while
serving as such director or less than 75% of all committee meetings on which he
served as a committee member.
There are three committees of the Board of Directors: the Audit
Committee, the Compensation and Option Committee, and the Finance Committee.
The Audit Committee, which held three (3) meetings during the 1997
fiscal year, was comprised of Messrs. Bruce R. Thaw and Donald F. Johnston. The
Audit Committee is responsible for maintaining communication between the Board,
the Company's independent auditors and members of financial management with
respect to the Company's financial affairs in general, including financial
statements and audits, the adequacy and effectiveness of the Company's internal
accounting controls and systems, and the retention and termination of the
independent auditors.
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<PAGE>
The Compensation and Option Committee, which held one (1) meeting
during the 1997 fiscal year, was comprised of Messrs. Johnston and Alvin Katz.
The Compensation and Option Committee makes recommendations concerning officer
compensation, employee benefit programs and retirement plans.
The Finance Committee, which held no meetings during the 1997 fiscal
year, was comprised of Messrs. Alvin Katz and Bruce R. Thaw. The Finance
Committee is responsible for communication between the Board, the Company's
lender or prospective lender(s) and other financial sources and members of
financial management.
All current committee members are expected to be nominated for
re-election at a Board meeting to be held following the Annual Meeting of
Shareholders.
Compensation of Directors
Directors who are full-time employees of the Company receive no
additional compensation for serving as directors. Non-employee directors receive
fees of $700 per Board meeting attended and $250 per committee meeting attended.
In addition, under the Company's Non-Employee Directors Stock Option Plan, each
outside director receives an annual grant of options to purchase 6,000 shares of
Common Stock. The exercise price of the options is the fair market value of
Common Stock on the date of grant and each option has a term of ten years and
becomes exercisable in three equal installments commencing on the first
anniversary of the date of grant and continuing for the two successive
anniversaries thereafter. In the event of the disability (as defined in the
plan) or death of an outside director, all options remain exercisable for a
period of twelve months following the date such person ceased to be a director,
but only to the extent such option was exercisable on the date the director
ceased to be a director.
Compensation Committee Interlocks and Insider Participation
The Compensation and Option Committee is composed of Messrs. Donald F.
Johnston and Alvin Katz, neither of whom is an officer or employee of the
Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Management
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock as of January 16, 1998, by
(i) each director and each nominee for director of the Company, (ii) each
officer of the Company, and (iii) all officers and directors as a group. This
information was determined in accordance with Rule 13(d)-3 under the Securities
Exchange Act of 1934, as amended, and is based upon the information furnished by
the persons listed below. Except as otherwise indicated, each shareholder listed
possesses sole voting and investing power with respect to the shares indicated
as being beneficially owned.
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<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
--------------------------------------------------
Number of Shares Percent of
Name and Address Beneficially Held(1) Ownership(2)
- ---------------- -------------------- ------------
<S> <C> <C>
Jong S. Whang 140,493(1)(3) 3.3%
131 South Clark Drive
Tempe, AZ 85281
Bruce R. Thaw 53,000(1)(4) 1.3%
45 Banfi Plaza
Farmingdale, NY 11735
Donald F. Johnston 13,250(1)(5) *
13615 N. Robertson Drive
Sun City West, AZ 85375
Robert T. Hass 16,500(1)(6) *
131 South Clark Drive
Tempe, AZ 85281
Alvin Katz 132,000(1)(7) 3.1%
301 N. Birch Road
Fort Lauderdale, FL 33303-4211
Directors and Officers of the Company as a group 355,243(8) 8.5%
(1)(2)(3)(4)(6)(7)
</TABLE>
- ------------------------
* Less than 1%.
(1) Mr. Whang is the Company's President, CEO and a director. Mr. Hass is
the Vice President-Finance, Chief Financial Officer, Treasurer,
Secretary and a director. Messrs. Johnston, Katz and Thaw are presently
directors.
(2) The shares and percentages shown include the shares of Common Stock
actually owned as of January 16, 1998, and the shares of Common Stock
with respect to which the person had the right to acquire beneficial
ownership within 60 days of such date pursuant to options or warrants.
All shares of Common Stock that the identified person had the right to
acquire within 60 days of January 16, 1998 upon the exercise of options
or warrants, are deemed to be outstanding when computing the percentage
of the securities owned by such person, but are not deemed to be
outstanding when computing the percentage of the securities owned by
any other person.
(3) Includes (i) 18,976 shares held jointly with Mr. Whang's spouse and
(ii) 41,517 shares issuable upon the exercise of presently exercisable
options, with an exercise price of $2.50 per share.
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(4) Includes 12,000 shares issuable upon exercise of presently exercisable
options with exercise prices of $2.24 per share for 10,000 of these
shares and $2.50 per share for the remaining 2,000 shares, and warrants
to purchase 4,000 shares of Common Stock at an exercise price of $2.25
per share. Also includes 9,000 shares outstanding and 5,000 shares
issuable upon exercise of warrants, all of which are held by Mr. Thaw's
spouse.
(5) Includes 12,000 shares issuable upon the exercise of presently
exercisable options, with exercise prices of $1.75 per share for 10,000
of these shares and $2.50 per share for the remaining 2,000 shares.
(6) Includes 10,000 shares issuable upon the exercise of presently
exercisable options, with an exercise price of $.63 per share. Excludes
stock bonus grants for 4,000 shares that do not vest within 60 days of
January 16, 1998.
(7) Includes 12,000 shares issuable upon the exercise of presently
exercisable options, with exercise prices of $2.24 per share for 10,000
of these shares and $2.50 per share for the remaining 2,000 shares.
(8) Includes 91,517 shares issuable upon exercise of presently exercisable
options and 4,000 shares issuable upon exercise of outstanding
warrants.
Security Ownership of Certain Beneficial Owners
There are no persons known to the Company who beneficially own more
than 5% of the outstanding Common Stock of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers as well as persons beneficially
owning more than 10% of the Company's Common Stock, to file certain reports of
ownership with the Securities and Exchange Commission (the "SEC") within
specified time periods. Such officers, directors and shareholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that
between October 1, 1996 and September 30, 1997 all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
complied with.
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EXECUTIVE COMPENSATION
The following table sets forth annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended September
30, 1997, 1996 and 1995, of the Company's Chief Executive Officer, and the other
most highly compensated executive officers of the company who received annual
compensation exceeding $100,000 during such periods (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation (2) Compensation (3)
------------------ ---- ------ ----- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Jong S. Whang 1997 $139,615 $33,994(1) - $3,693(3)
President and Chief 1996 100,000 59,870 - 3,106
Executive Officer 1995 95,000 48,657 - 2,815
Robert T. Hass 1997 89,838 10,771 - 1,935(4)
Vice President - Finance
</TABLE>
- ---------------------
(1) On February 24, 1989, the Board of Directors approved an incentive
compensation plan for Mr. Whang, which provides for an annual cash
bonus equal to 2% of the annual profits of the Company before taxes and
extraordinary items; plus 2% of the amount by which the revenues of the
Company' s semiconductor equipment business in each year exceed such
revenues for the previous year. It is a condition to the payment of any
bonus that Mr. Whang have been continually employed by the Company and
that the Company have realized a profit after the payment of the bonus.
On February 28, 1997, Mr. Whang entered into an employment contract
with the Company, which contract incorporated Mr. Whang's incentive
compensation plan and added additional bonus eligibility criteria. See
"Employment Contracts with Executive Officers," below.
(2) Other compensation to Messrs. Whang and Hass, consisting of the use of
a Company car, vacation pay and other perquisites, did not exceed
$50,000 or 10% of base compensation during any fiscal year covered by
this table.
(3) Amount includes annual insurance premiums of $255 paid on whole-life
insurance for the benefit of Mr. Whang's spouse and Company matching
contribution in the Amtech Systems, Inc. 401(k) Plan for Mr. Whang
of $3,438 respectively.
(4) Amount represents Company matching contribution in the Amtech Systems,
Inc. 401(k) Plan for Mr. Hass.
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Option Grants
The table shown below contains information on grants of stock options
during the 1997 fiscal year to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------- Potential Realizable Value at
Securities Stock Assumed Annual Rates of
Underlying % of Total Price on Stock Price Appreciation for
Options Options Granted Exercise Date of Option Term(3)
Granted to Employees Price Grant Expiration ------------------------------
Name (#) in 1997 ($/sh) ($/sh) Date 0% 5% 10%
- ------------------ -------------- ----------------- ---------- ----------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jong S. Whang 207,584(1) 77% $2.50(2) $2.50 2/28/07 - $326,371 $827,089
Robert T. Hass 2,500(4) 1 2.50(2) 2.50 2/28/07 - 3,931 9,961
</TABLE>
(1) All options were granted to Mr. Whang on February 28, 1997 under the
applicable Stock Option Plan. The options granted become exercisable as
follows: 20% on February 28, 1998, and an additional 20% on each one
year anniversary thereafter. To the extent not already exercisable, the
options become immediately exercisable upon: (i) the dissolution or
liquidation of the Company or a reorganization, merger or consolidation
in which all or substantially all prior shareholders do not continue to
own more than 60% of the outstanding shares of common stock and voting
securities; (ii) the sale of all or substantially all of the assets of
the Company; or (iii) the occurrence of a change in control of the
Company. In addition, Mr. Whang's options accelerate upon the Company's
termination of Mr. Whang without cause. See "Employment Contracts with
Executive Officers."
(2) The exercise price was set at 100% of closing price ($2.50) of the
Company's Common Stock on grant day (February 28, 1997), as reported on
the Nasdaq SmallCap Market.
(3) Reflects the value of the stock option on the date of grant assuming
(i) for the 0% column, no appreciation in the Company's stock price
from the date of grant over the term of the option, (ii) for the 5%
column, a five percent annual rate of appreciation in the Company's
stock price over the term of the option, and (iii) for the 10% column,
a ten percent annual rate of appreciation in the Company's stock price
over the term of the option, in each case without any discounting to
present value. The actual gains, if any, on stock option exercises are
dependent upon the future performance of the Company's Common Stock.
Accordingly, the amounts reflected in this table may not necessarily be
indicative of the actual results obtained.
(4) All options were granted to Mr. Hass on February 28, 1997 under the
applicable Stock Option Plan. The options granted become exercisable as
follows: 20% on the date of grant and an additional 20% on each one
year anniversary thereafter.
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Option Exercises
The following table shows the stock options exercised by the Named
Executive Officers during fiscal year 1997 and the value of stock options held
by him, as of the end of fiscal year 1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND OPTION VALUE AS OF SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options In-the-Money
at September 30, 1997 Options at September 30, 1997
---------------------------- -----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized Exercisable Unexerciseable Exercisable Unexerciseable
- --------------- --------------- -------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Jong S. Whang 10,000 $13,550 - 207,584 $0 $38,922
</TABLE>
Amendment or Repricing of Options
During fiscal year 1997, the Company did not amend or reprice any of
its stock options held by executive officers of the Company.
Employment Contracts with Executive Officers
On February 28, 1997, the Company entered into a five (5) year
employment agreement with its President, Jong S. Whang. Under the terms of the
agreement, Mr. Whang receives an annual salary of $155,000, with annual
increases of at least 5% to be determined by the Board of Directors at the end
of each year of the agreement. He is entitled to receive the following
additional annual incentive cash compensation of up to fifty percent (50%) of
his base salary, to be calculated as follows: (i) a bonus equal to 2% of the
annual earnings of the Company before taxes and extraordinary items, and (ii) a
bonus equal to 2% of the amount by which the revenues of the Company's
semiconductor equipment business in each year exceeds such revenues for the
previous year. During fiscal year 1997, Mr. Whang earned a cash bonus of $33,994
pursuant to the foregoing formula. It is a condition to the payment of any cash
bonus that Mr. Whang shall have been continuously employed by the Company and
that the total of all cash and stock bonuses is limited to 10% of the Company's
pre-tax earnings for that year. Profits shall also be determined without taking
into account the first $3,200,000 expended or invested by the Company in the
development of the proposed photo-assisted CVD product. In addition, Mr. Whang
was granted 207,584 stock options pursuant to the agreement. These options were
granted on February 28, 1997 and they are vested at twenty percent (20%) per
full year of service over a five year period. To the extent not already
exercisable, the options will become immediately exercisable upon: (i) the
dissolution or liquidation of the Company or a reorganization, merger or
consolidation in which all or substantially all prior shareholders do not
continue to own more than 60% of then outstanding shares of common stock and
voting securities, (ii) the sale of all or substantially all of the assets of
the Company, or (iii) the occurrence of a change in control of the Company as
discussed in the agreement. The agreement also contains confidentiality and
non-compete provisions. If Mr. Whang
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is terminated other than for "cause", he is entitled to receive as severance pay
salary, incentive compensation and vacation accrued through the date of
termination plus the greater of $155,000 or the balance of his compensation to
the end of the term of the employment agreement computed using the latest
applicable salary rate without consideration of any reductions in base pay below
$155,000. Mr. Whang is also entitled to participate in any benefit plans
generally available to employees of the Company.
Compensation and Option Committee Report on Executive Compensation
The Compensation and Option Committee of the Company's Board of
Directors (the "Committee), which is composed entirely of independent, outside
directors, establishes the general compensation policies of the Company and
specific compensation for each executive officer of the Company, and administers
the Company's stock option program. The Committee's intent is to make the
compensation packages of the executive officers of the Company sufficient to
attract and retain persons of exceptional quality, and to provide effective
incentives to motivate and reward Company executives for achieving the financial
and strategic goals of the Company essential to the Company's long-term success
and to growth in shareholder value. The Company's executive compensation package
consists of three main components: (1) base salary; (2) incentive cash bonuses;
and (3) stock options.
Base Compensation
The Committee's approach is to offer executives salaries competitive
with those of other executives in the industry in which the Company operates. To
that end, the Committee evaluates the competitiveness of its base salary based
on information drawn from a variety of sources, including published and
proprietary survey data and the Company's own experience recruiting and
retaining executives, although complete information is not easily obtainable.
The Company's base salary levels are intended to be consistent with competitive
practice and level of responsibility, with salary increases reflecting
competitive trends, the overall financial performance of the Company and the
performance of the individual executive.
Bonuses
In addition to base salary, executives are eligible to receive a
discretionary annual bonus. At the beginning of each year, the Compensation and
Option Committee and the CEO review each individual executive's job
responsibilities and goals for the upcoming year. The amount of the bonus and
any performance criteria vary with the position and role of the executive within
the Company. In addition, for all executives, the Compensation and Option
Committee reviews the Company's actual financial performance against its
internally budgeted performance in determining year-end bonuses, if any.
However, the Compensation and Option Committee does not set objective
performance targets for executives other than the CEO and sales and marketing
personnel.
Stock Option and Restricted Stock Grants
The Company, from time to time, grants stock options and shares of
restricted stock in order to provide certain executives with a competitive total
compensation package and to reward them for their contribution to the long-term
price performance of the Company's Common Stock. Grants of stock options and
restricted stock are designed to align the executive's interest with that of the
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shareholders of the Company. In awarding option grants, the Compensation and
Option Committee will consider, among other things, the amount of stock and
options presently held by the executive, the executive's past performance and
contributions, and the executive's anticipated future contributions and
responsibilities.
1997 CEO Compensation
The base salary for the Chief Executive Officer ("CEO") for the fiscal
year 1997 was increased from $100,000 in 1996 to $155,000 in 1997, pursuant to
the February 28, 1997 employment agreement entered into by the Company and the
CEO. The CEO's increased base salary is based upon the compensation of
executives in comparable positions in the semiconductor industry, adjusted for
the size of the Company (total assets and revenues).
On February 24, 1989, the Board of Directors approved an incentive
compensation plan for the CEO, which provides for an annual cash bonus equal to
2% of the annual profits of the Company before taxes and extraordinary items;
plus 2% of the amount by which the revenues of the Company's semiconductor
equipment business in each year exceed such revenues for the previous year. It
is a condition to the payment of any bonus that the CEO have been continually
employed by the Company and that the total of such cash bonuses is limited to
10% of the Company's pre-tax earnings for that year. The CEO earned $33,994 in
1997 pursuant to such incentive compensation plan. The CEO's employment
agreement with the Company incorporates the incentive compensation plan
described above. See "Employment Contracts With Executive Officers," above.
COMPENSATION AND OPTION COMMITTEE
Donald F. Johnston
Alvin Katz
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ADOPTION OF 1998 STOCK OPTION PLAN
At the Annual Meeting, the Company will seek shareholder approval of
the 1998 Plan. The 1998 Plan was adopted by the Board of Directors on January
__, 1998, subject to shareholder approval. In adopting the 1998 Plan, the Board
recognized that there were no additional shares available for issuance under the
Company's Amended and Restated 1995 Stock Option Plan and that, with the
Company's continued growth, the Company required the ability to grant additional
options to new and existing employees. The 1998 Plan is designed to induce
persons of outstanding ability and potential to join and remain with the
Company, by encouraging, motivating and enabling employees to acquire stock
ownership in the Company, and by providing the participating employees with an
additional incentive to promote the success of the Company through the grant of
options to purchase shares of the Company's Common Stock. The maximum aggregate
number of shares which may be optioned and sold under the Plan is 320,000 shares
of Common Stock. As of the date of this Proxy Statement, no options have been
granted under the 1998 Plan. THE BOARD OF DIRECTORS RECOMMENDS AND ENCOURAGES
YOU TO VOTE "FOR" THE APPROVAL OF THE 1998 Plan.
Reasons for Approval
The grant of stock options pursuant to a plan which has been approved
by shareholders and meets certain conditions are exempt from the "short-swing
profits" liability provisions of Section 16(b) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). Section 16(b) provides that upon the purchase
and sale (or sale and purchase) of the Company's Common Stock within any six
month period by a principal officer, director or beneficial owner of more than
10% of the Company's Common Stock, any "profit" realized by such person is
recoverable by the Company. As a result of the complexities of this rule,
optionees may unwittingly fall within its scope and be forced to disgorge gains
to the Company, thereby frustrating the Company's intent to provide incentive to
officers and employees under the 1998 Plan. Thus, shareholder approval of the
1998 Plan is sought in order to exempt from the liability provisions of Section
16(b) the grant of options to officers and directors who are eligible to
participate in the 1998 Plan. In addition, shareholder approval of the 1998 Plan
is necessary in order that incentive stock options granted under the 1998 Plan
will qualify for treatment as such under the Internal Revenue Code of 1986, as
amended (the "Code"). Unless shareholder approval is obtained, any options
granted under the 1998 Plan will have less value and, consequently, will not
provide the incentive to the recipient intended by the Board.
Summary of the 1998 Plan
The following summary of the 1998 Plan does not purport to be complete,
and is subject to and qualified in its entirety by reference to the text of the
1998 Plan, which is attached hereto as Exhibit "A."
Administration. The 1998 Plan will be administered by the Board of
Directors of the Company or a Committee appointed by the Board of Directors
(hereinafter referred to as the "Board"). The Board has full authority, subject
to the provisions of the 1998 Plan, to award incentive stock options and
nonstatutory stock options ("Options").
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Subject to the provisions of the 1998 Plan, the Board determines in its
sole discretion, among other things, the persons to whom from time to time
Options may be granted ("Participants"), the number of shares subject to each
Option, exercise prices under the Options, any restrictions or limitations on
such Option including vesting, exchange, deferral, surrender, cancellation,
acceleration, termination, or forfeiture provisions related to such Options. The
interpretation and construction by the Board of any provisions of, or the
determination of any questions arising under, the 1998 Plan or any rule or
regulation established by the Board pursuant to the 1998 Plan, shall be final,
conclusive and binding on all persons interested in the 1998 Plan.
Shares Subject to the 1998 Plan. The 1998 Plan authorizes the granting
of Options the exercise of which would allow up to a maximum of 320,000 shares
of the Common Stock to be acquired by the Participants of said Options. In order
to prevent the dilution or enlargement of the rights of the Participants under
the 1998 Plan, the number of shares of Common Stock authorized by the 1998 Plan
and the number of shares subject to outstanding options are subject to
adjustment in the event of any increase or decrease in the number of shares of
outstanding Common Stock resulting from a stock dividend, stock split,
combination of shares, merger, reorganization, consolidation, recapitalization
or other change in the corporate structure affecting the Company's capital
stock. If any Option granted under the 1998 Plan is forfeited or terminated, the
shares of Common Stock that were underlying such Option shall again be available
for distribution in connection with Options subsequently granted under the 1998
Plan.
Eligibility. Subject to the provisions of the 1998 Plan, Options may be
granted to full-time employees of the Company or its subsidiaries.
Effective Date and Term of 1998 Plan. If approved by the Company's
shareholders, the 1998 Plan will be deemed effective on January ___, 1998, the
date on which it was adopted by the Board of Directors. No option may be granted
after January __, 2008. The 1998 Plan will terminate ten (10) years after the
effective date of the 1998 Plan, subject to earlier termination by the Board. No
Option may be granted under the 1998 Plan after the termination date, but
Options previously granted may extend beyond such date.
Nature of Options. The 1998 Plan provides for the grant of options,
which may be non-qualified options, incentive stock options, or any combination
of the foregoing. In general, options granted under the 1998 Plan are not
transferable and expire eleven (11) years after the date of grant (ten years in
the case of incentive stock options). The per share exercise price of an
incentive stock option granted the 1998 Plan may not be less than the fair
market value of the Common Stock on the date of grant. Incentive stock options
granted to persons who have voting control over 10% or more of the Companys
capital stock are granted at 110% of the fair market value of the underlying
shares on the date of grant and expire fie years after the date of grant.
Exercise of Options. The 1998 Plan provides the Board with the
discretion to determine when options granted thereunder will become exercisable.
Generally, such options may be exercised after a period of time specified by the
Board at any time prior to expiration, so long as the optionee remains employed
by the Company. No option granted under the 1998 Plan is transferable by the
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optionee other than by will or the laws of descent and distribution, and each
option is exercisable during the lifetime of the optionee only by the optionee.
Agreements. Options granted under the 1998 Plan will be evidenced by
agreements consistent with the 1998 Plan in such form as the Board may
prescribe. Neither the 1998 Plan nor agreements thereunder confer any right top
continued employment upon any Participant.
Amendments to the 1998 Plan. The Board may at any time, and from time
to time, amend, modify or terminate any of the provisions of the 1998 Plan, but
no amendment, modification or termination shall be made which would impair the
rights of a Participant under any agreement theretofore entered into pursuant to
an Option grant, without the Participant's consent.
Federal Income Tax Considerations. The discuss that follows is a
summary, based upon current law, of some of the significant federal income tax
considerations relating to awards under the 1998 Plan. The following discussion
does not address state, local or foreign tax consequences.
If the Plan is approved by the shareholders, a Participant in the 1998
Plan will not recognize taxable income upon the grant or exercise of an
incentive stock option except under certain circumstances when the exercise
price is paid with already-owned shares of Common Stock that were acquired
through the previous exercise of an incentive stock option. However, upon the
exercise of an incentive stock option, the excess of the fair market value of
the shares received on the date of exercise over the exercise price of the
shares will be treated as a tax preference item for purposes of the alternative
minimum tax. In order for the exercise of an incentive stock option to qualify
for the foregoing tax treatment, the Participant generally must be an employee
of the Company from the date the incentive stock option is granted through the
date three months before the date of exercise, except in the case of death or
disability, where special rules apply. The Company will not be entitled to any
deduction with respect to the grant or exercise of an incentive stock option.
If shares acquired upon exercise of an incentive stock option are not
disposed of by the Participant within two years from the date of grant or within
one year after the transfer of such shares to the Participant (the "ISO Holding
Period"), then (i) no amount will be reportable as ordinary income with respect
to such shares by the Participant or recipient and (ii) the Company will not be
allowed a deduction in connection with such incentive stock option or the Common
Stock acquired pursuant to the exercise of the incentive stock option. If a sale
of such Common Stock occurs after the ISO Holding Period has expired, then any
amount recognized in excess of the exercise price will be reportable as a
long-term capital gain, and any amount recognized below the exercise price will
be reportable as a long-term capital loss. The exact amount of tax payable on a
long-term capital gain will depend upon the tax rates in effect at the time of
the sale. The ability of a Participant to utilize a long-term capital loss will
depend upon the Participant's other tax attributes and the statutory limitations
on capital loss deductions not discussed herein. To the extent that alternative
minimum taxable income was recognized on exercise of the incentive stock option,
the basis in the Common Stock acquired may be higher for determining a long-term
capital gain or loss for alternative minimum tax purposes.
A "disqualifying disposition" will result if Common Stock acquired upon
the exercise of an incentive stock option (except in the circumstances of a
decedent's incentive stock option as described below) is sold before the ISO
Holding Period has expired. In such case, at the time of a disqualifying
disposition (except in the case of a Participant subject to Section 16
restrictions of the
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1934 Act, as noted below), the Participant will recognize ordinary income in the
amount of the difference between the exercise price and the lesser of (i) the
fair market value on the date of exercise or (ii) the amount realized on
disposition. If the amount realized on the sale is less than the exercise price,
then the Participant will recognize no ordinary income, and the recognized loss
will be reportable as a short-term capital loss. The Participant will report as
a short-term capital gain, as applicable, any amount recognized in excess of the
fair market value on the date of exercise, and the Company will be allowed a
deduction on its federal income tax return in the year of the disqualifying
disposition equal to the ordinary income recognized by the Participant. To the
extent that alternative minimum taxable income was recognized on exercise of the
incentive stock option, the basis in the Common Stock acquired may be higher for
determining a short-term capital gain or loss for alternative minimum tax
purposes.
The general rules discussed above are different if the Participant
disposes of the shares of Common Stock in a disqualifying disposition in which a
loss, if actually sustained, would not be recognized by the Participant.
Examples of these dispositions include gifts or sales to related parties such as
members of the Participant's family and corporations or entities in which the
Participant owns a majority equity interest. In such circumstances, the
Participant would recognize ordinary income equal to the difference between the
exercise price of the Common Stock and the fair market value of the Common Stock
on the date of exercise. The amount of ordinary income would not be limited by
the price at which the Common Stock was actually sold by the Participant.
If the Participant retires or otherwise terminates employment with the
Company, other than by reason of death or permanent and total disability, an
incentive stock option must be exercised within three months of such termination
in order to be eligible for the tax treatment of the incentive stock options
described above, provided the ISO Holding Period requirements are met. If a
Participant terminates employment because of a permanent and total disability,
the incentive stock option will be eligible for such treatment if it is
exercised within one year of the date of termination of employment, provided the
ISO Holding Period requirements are met. In the event of a Participant's death,
the incentive stock option will be eligible for such treatment if exercised by
the Participant's legatees, personal representatives or distributees within one
year from the date of death, provided that the death occurred while the
Participant was employed, within three months of the date of termination of
employment or within one year following the date of termination of employment
because of permanent and total disability.
In general, a Participant to whom a nonqualified option is granted will
recognize no taxable income at the time of the grant. Upon exercise of a
nonqualified option, the Participant will recognize ordinary income in an amount
equal to the amount by which the fair market value of the Common Stock on the
date of exercise exceeds the exercise price of the nonqualified option, and the
Company will generally be entitled to a deduction equal to the ordinary income
recognized by the Participant in the year the participant recognizes ordinary
income, subject to the limitations of Section 162(m) of the Code.
For purposes of the "alternative minimum tax" applicable to
individuals, the exercise of an incentive stock option is treated in the same
manner as the exercise of a nonqualified option. Thus, a Participant must, in
the year of option exercise, include the difference between the exercise price
and the fair market value of the stock on the date of exercise in alternative
minimum taxable income. The alternative minimum tax is imposed upon an
individual's alternative minimum taxable income
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currently, but only to the extent that such tax exceeds the taxpayer's regular
income tax liability for the taxable year.
The Company is required to withhold certain income taxes from
Participants upon exercises of nonqualified options. The Company will be
entitled to a business expense deduction for both financial statement and
federal income tax purposes equal to the ordinary income recognized by the
Participant in the year the Participant recognizes ordinary income from the
exercise of nonqualified options.
In addition to the foregoing federal tax consequences, the exercise,
ultimate sale or other disposition of options by Participants will in most cases
be subject to state income taxation.
Vote Required
Assuming a quorum consisting of a majority of all of the outstanding
shares of Common Stock is present, in person or by proxy, at the Annual Meeting,
the affirmative vote of the holders of a majority of the shares present, in
person or by proxy, at the Annual Meeting, is required to approve the 1998 Plan.
If you abstain or if you hold your shares in "street name" and fail to sign,
date and return the enclosed proxy card, it will have the same effect as a vote
against this proposal.
THE BOARD OF DIRECTORS RECOMMENDS AND ENCOURAGES YOU TO VOTE "FOR" THE
APPROVAL OF THE 1998 STOCK OPTION PLAN.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company did not have any transactions during fiscal 1997 with any
director, director nominee, executive officer, security holder known to the
Company to own of record or beneficially more than five (5) percent of the
Company's Common Stock, or any member of the immediate family of any of the
foregoing persons, in which the amount involved exceeded $60,000.
Comparison of Stock Performance
The following graph assumes that $100 was invested on October 1, 1992
in each of the following: the Company's Common Stock, the Nasdaq Composite Index
and the Nasdaq Industrial Index.
[Stock Performance Graph]
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OTHER MATTERS
Independent Auditors
Arthur Andersen LLP, has been selected as the Company's independent
auditors for the current fiscal year, which ends September 30, 1998. That firm
has served as the Company's independent auditors since 1983. During the fiscal
year ended September 30, 1997, Arthur Andersen LLP provided audit services to
the Company. Representatives of that firm are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
Annual Report
The Annual Report of the Company for the fiscal year ended September
30, 1997, is enclosed herewith.
Voting By Proxy
In order to ensure that your shares will be represented at the Annual
Meeting, please sign and return the enclosed Proxy in the envelope provided for
that purpose, whether or not you expect to attend. Any Shareholder may, without
affecting any vote previously taken, revoke a written proxy by giving notice of
revocation to the Company in writing or by executing and delivering to the
Company a later dated proxy.
Shareholder Proposals for Action At the Company's Next Annual Meeting
Any Shareholder who wishes to present any proposal for shareholder
action at the Company's next Annual Meeting, expected to be held on or about
February 26, 1999, must be received by the Company's Secretary, at the Company's
offices, not later than November 13, 1998, in order to be included in the
Company's proxy statement and form of proxy for that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Robert T. Hass, Secretary
Tempe, Arizona
January 23, 1998
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AMTECH SYSTEMS, INC.
1998 STOCK OPTION PLAN
1. Purpose of the Plan. The purposes of this 1998 Stock Option
Plan are to advance the interests of Amtech Systems, Inc. (the "Company") by
inducing persons of outstanding ability and potential to join and remain with
the Company, by encouraging, motivating and enabling employees to acquire stock
ownership in the Company, and by providing the participating employees with an
additional incentive to promote the success of the Company through the grant of
options to purchase shares of the Company's Common Stock. Options granted
hereunder may be either "Incentive Stock Options," as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, or "Nonstatutory Stock Options,"
at the discretion of the Board or a Committee appointed by the Board and as
reflected in the terms of the written option agreement ("Option Agreement").
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the Company
or the Committee, if one has been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
(c) "Common Stock" shall mean the common stock of the Company
described in the Company's Certificate of Incorporation, as amended.
(d) "Company" shall mean Amtech Systems, Inc., an Arizona
corporation, and shall include any parent or subsidiary corporation of the
Company as defined in Sections 424(e) and (f), respectively, of the Code.
(e) "Committee" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.
(f) "Employee" shall mean any person, including officers,
employed by the Company.
(g) "Exchange Act" shall mean the Securities and Exchange Act
of 1934, as amended.
(h) "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 or the Committee in such manner as it may deem equitable for Plan
purposes but, in the case of an Incentive Stock Option, no less than is required
by applicable laws or regulations; provided, however, that where there is a
public market for the Common Stock, the Fair Market Value per Share shall be the
average of the bid and asked prices of the Common Stock on the date of grant
<PAGE>
if the Common Stock is then included for quotation on the NASDAQ SmallCap Market
or, the Fair Market Value per Share shall be the closing price of the Common
Stock if the Common Stock is then included on the NASDAQ National Market or
listed on the New York, American or Pacific Stock Exchange. The Board or a
Committee appointed by the Board may rely upon published quotations in The Wall
Street Journal or a comparable publication for purposes of the calculation of
the Fair Market Value per Share as set forth above.
(i) "Incentive Stock Option" shall mean an Option which is
intended to qualify as an incentive stock option within the meaning of Section
422 of the Code.
(j) "Option" shall mean a stock option granted under the Plan.
(k) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(l) "Optionee" shall mean an Employee of the Company who has
been granted one or more Options.
(m) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(n) "Plan" shall mean this Stock Option Plan.
(o) "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code.
(q) "Tax Date" shall mean the date an Optionee is required to
pay the Company an amount with respect to tax withholding obligations in
connection with the exercise of an option.
3. Common Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of shares which may be
optioned and sold under the Plan is 320,000 Shares of Common Stock. The Shares
may be authorized, but unissued, or previously issued Shares acquired or to be
acquired by the Company and held in treasury.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares covered by
such Option shall, unless the Plan shall have been terminated, be available for
future grants of Options.
4. Administration of the Plan.
(a) Procedure.
(1) The Plan shall be administered by the Board in
accordance with Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3");
provided, however, that the
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Board may appoint a Committee to administer the Plan at any time or from time to
time and, provided further, that if members of the Board are not "disinterested"
within the meaning of Securities and Exchange Commission Rule 16b-3, then any
participation by directors in the Plan must be administered by a Committee
appointed by the Board.
(2) The Committee shall consist of at least two (2)
members of the Board, each of whom is "disinterested" within the meaning of
Securities and Exchange Commission Rule 16b-3 to administer the Plan on behalf
of the Board, subject to such terms and conditions as the Board may prescribe.
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time the Board may increase the size of the Committee
and appoint additional members thereof, remove members (with or without cause),
and appoint new members in substitution therefor, fill vacancies however caused,
or remove all members of the Committee and thereafter directly administer the
Plan; provided, however, that at no time may any director who is not
"disinterested" within the meaning of Securities and Exchange Commission Rule
16b-3 serve on the Committee nor shall a Committee of less than two (2) members
administer the Plan.
(b) Powers of the Board. Subject to the provisions of the
Plan, the Board or a Committee appointed by the Board shall have the authority,
in its discretion: (i) to grant Incentive Stock Options, in accordance with
Section 422 of the Code, and to grant "nonstatutory stock options;" (ii) to
determine, upon review of relevant information and in accordance with Section 2
of the Plan, the Fair Market Value of the Common Stock; (iii) to determine the
exercise price per Share of Options to be granted, which exercise price shall be
determined in accordance with Section 8(a) of the Plan; (iv) to determine the
Employees to whom, and the time or times at which Options shall be granted and
the number of shares to be represented by each Option; (v) to interpret the
Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the
Plan; (vii) to determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the Optionee thereof, modify or
amend each Option; (viii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option; (ix) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an Option previously granted by the Board or a Committee appointed by the
Board; (x) to accept or reject the election made by an Optionee pursuant to
Section 18 of the Plan; and (xi) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations
and interpretations of the Board or a Committee appointed by the Board, shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan.
5. Eligibility.
(a) Consistent with the Plan's purposes, Options may be
granted only to Employees of the Company as determined by the Board or a
Committee appointed by the Board. An Employee who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or Options.
Incentive Stock Options may be granted only to those Employees who meet the
requirements applicable under Section 422 of the Code.
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(b) With respect to Incentive Stock Options granted under the
Plan, the aggregate fair market value (determined at the time the Incentive
Stock Option is granted) of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by the employee during any
calendar year (under all plans of the Company and its parent and subsidiary
corporations) shall not exceed One Hundred Thousand Dollars ($100,000).
The Plan shall not confer upon any Optionee any right with
respect to continuation of employment with the Company, nor shall it interfere
in any way with his right or the Company's right to terminate his employment at
any time.
6. Effective Date. The Plan shall take effect on January 31,
1998, the date on which the Board approved the Plan. No Option may be granted
after January 30, 2008 (ten years from the effective date of the Plan);
provided, however, that the Plan and all outstanding Options shall remain in
effect until such Options have expired or until such Options are canceled. The
Plan shall be submitted for shareholder approval at the next meeting of
shareholders of the Company; provided, however, that failure to obtain such
approval shall not affect the effectiveness of the Plan.
7. Term of Option. Unless otherwise provided in the Option
Agreement, the term of each Incentive Stock Option shall be ten (10) years from
the date of grant thereof. Unless otherwise provided in the Option Agreement,
the term of each Option which is not an Incentive Stock Option shall be eleven
(11) years from the date of grant. Notwithstanding the above, in the case of an
Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns ten percent (10%) or more of the Common Stock as
such amount is calculated under Section 422(b)(6) of the Code ("Ten Percent
Shareholder"), the term of the Incentive Stock Option shall be five (5) years
from the date of grant thereof or such shorter time as may be provided in the
Option Agreement.
8. Exercise Price and Payment.
(a) Exercise Price. The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Board or a Committee appointed by the Board, but in the case of an Incentive
Stock Option shall be no less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant; provided, further, that in the case of an
Incentive Stock Option granted to an Employee who, at the time of the grant of
such Incentive Stock Option, is a Ten Percent Shareholder, the per Share
exercise price shall be no less than one hundred ten percent (110%) of the Fair
Market Value per Share on the date of grant. In no event may the exercise price
in the case of a nonstatutory stock option be less than eighty-five (85%) of the
Fair Market Value per share on the date of grant.
The Company will pay any documentary stamp taxes,
handling or certificate issuance fees attributable to the initial issuance of
shares of Common Stock upon the exercise of any Option under the Plan; provided,
however, that the Company shall not be required to pay any fees or taxes which
may be payable with respect to any transfer involved in the issuance or delivery
of any certificates for shares in a name other than that of the holder of an
Option.
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(b) Payment. The price of an exercised Option and any taxes
attributable to the delivery of Common Stock under the Plan, or portion thereof,
shall be paid:
(1) In United States dollars in cash or by check,
bank draft or money order payable to the order of the Company; or
(2) At the discretion of the Board or a Committee
appointed by the Board, through the delivery of shares of Common Stock, with an
aggregate Fair Market Value, equal to the option price; or
(3) By a combination of (1) and (2) above.
The Board or a Committee appointed by the Board shall
determine acceptable methods for tendering Common Stock as payment upon exercise
of an Option and may impose such limitations and prohibitions on the use of
Common Stock to exercise an Option as it deems appropriate, with respect to
nonstatutory options, at the election of the Optionee pursuant to Section 18,
the Company may satisfy its withholding obligations by retaining such number of
shares of Common Stock subject to the exercised Option which have an aggregate
Fair Market value on the exercise date equal to the Company's aggregate federal,
state, local and foreign tax withholding and FICA and FUTA obligations with
respect to income generated by the exercise of the Option by Optionee.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board or a Committee appointed by the Board,
including performance criteria with respect to the Company and/or the Optionee,
and as shall be permissible under the terms of the Plan. Unless otherwise
determined by the Board or a Committee appointed by the Board at the time of
grant, an Option may be exercised in whole or in part, but in no case may any
option be exercised as to less than One Hundred (100) shares at any one time (or
the remaining shares covered by the option if less than One Hundred (100)
shares)). An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company at its principal
office to the attention of the Secretary of the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Board or a
Committee appointed by the Board, consist of any consideration and method of
payment allowable under Section 8(b) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 11 of the Plan.
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Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option by the number of Shares as to
which the Option is exercised.
Notwithstanding anything contained in this Plan to
the contrary, the Board or a Committee appointed by the Board may establish
certain restrictions on the times at which an Option may be exercised after a
number of elapsed years together with cumulative exercise rights and may retain
certain rights with respect to a fixed repurchase price for the Option Stock if
the Employee voluntarily terminates his employment with the Company within a
certain period of time after exercising the Option or whose employment is
involuntarily terminated for gross misconduct, fraud, embezzlement, theft,
breach of any fiduciary duty owed to the Company or for nonperformance of
duties.
(b) Termination of Status as an Employee.
(1) Termination of Employment. Unless otherwise
provided in an Option Agreement relating to an Option that is not an Incentive
Stock Option, if an Employee's employment by the Company is terminated, whether
voluntary or for cause, except if such termination occurs due to retirement,
death or disability, the Option, to the extent not exercised, shall cease on the
date on which Employee's employment by the Company is terminated. For purposes
of this Section 9, an employee who leaves the employ of the Company to become an
employee of a subsidiary or parent corporation of the Company or a corporation
which has assumed the option of the Company as a result of a corporate
reorganization, etc., shall not be considered to have terminated his employment.
For purposes of this Section 9, the employment relationship of an employee of
the Company or of a subsidiary corporation of the Company will be treated as
continuing intact while he is on military or sick leave or other bona fide leave
of absence (such as temporary employment by the government) if such leave does
not exceed ninety (90) days, or, if longer, so long as his right to reemployment
is guaranteed either by statute or by contract.
(2) Retirement. For purposes of the Plan, the
retirement of an individual either pursuant to a pension or retirement plan
adopted by the Company or at the normal retirement date prescribed from time to
time by the Company, shall be deemed to be a termination of such individual's
employment other than voluntary or for cause. If an Employee's termination is
due to retirement, then the Employee may, but only within ninety (90) days after
the date he ceases to be an Employee of the Company, exercise his Option to the
extent that he was entitled to exercise it at the date of such termination. To
the extent that he was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.
(3) Disability. Unless otherwise provided in an
Option Agreement relating to an Option that is not an Incentive Stock Option,
notwithstanding the provisions of Section 9(b) above, in the event an Employee
is unable to continue his employment with the Company as a result of his
permanent and total disability (as defined in Section 22(e)(3) of the Code), he
may, but only within one (1) year from the date of termination, exercise his
Option to the extent he was entitled to exercise it at the date of such
termination. To the extent that he
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was not entitled to exercise the Option at the date of termination, or if he
does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.
(4) Death of Optionee. Unless otherwise provided in
an Option Agreement relating to an Option that is not an Incentive Stock Option,
if Optionee dies during the term of the Option and is at the time of his death
an Employee of the Company who shall have been in continuous status as an
Employee since the date of grant of the Option, the Option may be exercised at
any time within one (1) year following the date of death (or such other period
of time as is determined by the Board or a Committee appointed by the Board), by
the Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent that 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.
10. Non-Transferability of Option. An 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 or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger. Subject
to any required action by the shareholders of the Company, the number of shares
of Common Stock covered by each outstanding Option, and the number of shares of
Common Stock 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 cancellations or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the common stock, or any other increase or
decrease in the number of issued shares of Common Stock 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 or
a Committee appointed 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 of Common Stock
subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board or a Committee appointed
by the Board. The Board or a Committee appointed by 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 or a Committee appointed by the Board
and give each Optionee the right to exercise his Option as to all or any part of
the Optioned Stock, including Shares as to which the Option would not otherwise
be exercisable.
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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 or a Committee appointed by the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the Optionee shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. If the Board or a Committee appointed by the Board makes an Option
fully exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Board or a Committee appointed by the Board shall notify
the Optionee that the Option shall be fully exercisable for a period of thirty
(30) days from the date of such notice (but not later than the expiration of the
term of the Option under the Option Agreement), and the Option will terminate
upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date on which the Board or a Committee appointed
by the Board makes the determination granting such Option. Notice of the
determination shall be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respect as the Board may deem
advisable; provided, however, that the following revisions or amendments shall
require approval of the holders of a majority of the outstanding Shares of the
Company entitled to vote:
(1) Any increase in the number of Shares subject to
the Plan, other than in connection with an adjustment under Section 11 of the
Plan;
(2) Any change in the designation of the class of
employees eligible to be granted Options; or
(3) If the Company has a class of equity security
registered under Section 12 of the Exchange Act at the time of such revision or
amendment, any material increase in the benefits accruing to participants under
the Plan.
(b) Effect of Amendment or Termination. Any such 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, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Optionee 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 Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
8
<PAGE>
then 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 person exercising such Option 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 by any of
the aforementioned relevant provisions of law.
In the case of an Incentive Stock Option, any Optionee who
disposes of Shares of Common Stock acquired on the exercise of an Option by sale
or exchange (a) either within two (2) years after the date of the grant of the
Option under which the Common Stock was acquired or (b) within one (1) year
after the acquisition of such Shares of Common Stock shall notify the Company of
such disposition and of the amount realized upon such disposition.
Stock certificates evidencing unregistered shares acquired
upon the exercise of Options shall bear a restrictive securities legend
substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED."
15. Change in Control. Each Option that is outstanding on a
Control Change Date, as hereinafter defined, shall be exercisable in whole or in
part on that date and thereafter during the remainder of the Option period
stated in the Option Agreement. A "Change in Control" occurs if, after the date
of the initial Agreement, (1) any person, including a "group" as defined in
Section 13(d)(3) of the Exchange Act, becomes the owner or beneficial owner of
the Company's securities having 20% or more of the combined voting power of the
then outstanding Company's securities that may be cast for the election of the
Company's directors (other than as a result of an issuance of securities
initiated by the Company, or open market purchases approved by the Board of
Directors as long as a majority of the Board of Directors approving the
purchases is in the majority at the time the purchases are made); or (2) as the
direct or indirect result of, or in connection with, a cash tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election, or any combination of these transactions, the persons who were
directors of the Company before such transactions ceased to constitute a
majority of the Company's Board of Directors or any successor's board, within
two years of the last of such transactions. For purposes of this Section, the
"Control Change Date" is the date on which an event described in (1) or (2)
occurs. If a Change of Control
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occurs on account of a series of transactions, the Control Change Date is the
date of the last of such transactions.
16. Reservation of Shares; Issuance and Sale of Shares. The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary 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.
17. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
18. Withholding Taxes. Subject to Section 4(b)(x) of the Plan and
prior to the Tax Date, the Optionee may make an irrevocable election to have the
Company withhold from those Shares that would otherwise be received upon the
exercise of any nonstatutory stock option, a number of Shares having a Fair
Market Value equal to the minimum amount necessary to satisfy the Company's
federal, state, local and foreign tax withholding obligations and FICA and FUTA
obligations with respect to the exercise of such Option by the Optionee.
An Optionee who is also an officer of the Company must make
the above-described election:
(a) at least six months after the date of grant of the Option
(except in the event of death or disability); and
(b) either:
(1) six months prior to the Tax Date, or
(2) prior to the Tax Date and during the period
beginning on the third business day following the date of the Company releases
its quarterly or annual statement of sales and earnings and ending on the
twelfth business day following such date.
19. Miscellaneous Provisions.
(a) Not a Contract of Employment. Nothing contained in the
Plan or in any Option Agreement executed pursuant to the Plan shall be deemed to
confer upon any individual to whom an Option may be granted hereunder any right
to remain in the employ or service of the Company or a parent or subsidiary
corporation of the Company.
(b) Plan Expenses. Any expenses of administering this Plan
shall be borne by the Company.
(c) Use of Exercise Proceeds. The payment received from
Optionees from the exercise of Options shall be used for the general corporate
purposes of the Company.
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(d) Construction of Plan. The place of administration of the
Plan shall be in the State of Arizona, and 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 in accordance
with the laws of the State of Arizona and where applicable, in accordance with
the Code.
(e) 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 Stock under the Plan from other amounts payable to the Employee after
giving the person entitled to receive such Common Stock notice as far in advance
as practical, and the Company may defer making delivery of such Common Stock if
any such tax may be pending unless and until indemnified to its satisfaction.
(f) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or a Committee
appointed by the Board, the members of the Board or a Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suit or proceeding to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except a judgment based upon a finding
of bad faith; provided that upon the institution of any such action, suit or
proceeding a Board or Committee member shall, in writing give the Company notice
thereof and an opportunity, at its own expense, to handle and defend the same
before such Board or Committee member undertakes to handle and defend it on her
or his own behalf.
(g) Gender. For purposes of this Plan, words used in the
masculine gender shall include the feminine and neuter, and the singular shall
include the plural and vice versa, as appropriate.
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AMTECH SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AMTECH SYSTEMS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Amtech Systems, Inc., an Arizona
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated January 23, 1998 and hereby appoints Jong S. Whang or Robert
T. Hass and each of them, proxies and attorneys-in-fact, with full power of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Shareholders of AMTECH SYSTEMS, INC. to be
held at the Wyndham Garden Hotel, 427 N. 44th Street, Phoenix, Arizona on
February 27, 1998 at 3:00 p.m., Mountain Standard time, and at any
adjournment(s) or postponement(s) thereof, and to vote all shares of Common
Stock that the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below.
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below (except as
marked to the contrary below):
Jong S. Whang Robert T. Hass Donald F. Johnston Alvin Katz Bruce R. Thaw
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
-------------------------------------------------------
The undersigned agrees that the proxy holder is authorized to cumulate
votes in the election of directors and to vote for less than all of the
nominees.
2. PROPOSAL NO. 1 - ADOPTING THE AMTECH SYSTEMS, INC. 1998 STOCK OPTION PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ABOVE, FOR PROPOSAL NO. 1 AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE MEETING.
Dated: ________________, 1998 Please sign exactly as your name
appears above. When shares are held
in common or in joint tenancy, both
should sign. When signing as
attorney, as executor,
administrator, trustee or guardian,
please give full title as such, If
a corporation, sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
SIGNATURES:
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Please return in the enclosed, postage-paid envelope.
I Will _____ Will not _____ attend the Meeting.
