UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
================================================================================
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 1997
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number: 0-11412
-------
AMTECH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Arizona 86-0411215
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
131 South Clark Drive, Tempe, Arizona 85281
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 602-967-5146
-----------------------------
The undersigned registrant hereby amends its Form 10-K for the fiscal
year ended September 30, 1997, as follows:
Part III, Items 10-13 are hereby amended as follows:
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information Concerning Directors 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.
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
2
<PAGE>
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.
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, except that reports were not filed to reflect automatic option
grants received by Messrs. Johnston and Katz arising under the Company's
Non-Employee Directors Stock Option Plan.
3
<PAGE>
ITEM 11. 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
Annual Compensation
------------------------------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation(2) Compensation
- ------------------ ---- ------ ----- --------------- ------------
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
- ---------------------
(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 $225 paid on whole-life
insurance for the benefit of Mr. Whang's spouse and Company matching
contribution in the Amtech Systems, Inc. 401(k) Savings Plan (the "401(k)
Plan") for Mr. Whang of $3,438.
(4) Amount represents Company matching contribution in the 401(k) Plan for Mr.
Hass.
4
<PAGE>
Option Grants
The table shown below contains information on grants of stock options
during the 1997 fiscal year to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------ Potential Realizable Value
Securities Stock at Assumed Annual Rates of
Underlying % of Total Price on Stock Price Appreciation
Options Options Granted Exercise Date of for Option Term(3)
Granted to Employees Price Grant Expiration --------------------------
Name (#) in 1997 ($/sh) ($/sh) Date 0% 5% 10%
- -------------- ---------- --------------- -------- --------- ---------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jong S. Whang 207,584(1) 77% $2.50 $2.50 2/28/07 - $326,371 $827,089
(2)
Robert T. Hass 2,500(4) 1 2.50 2.50 2/28/07 - 3,931 9,961
(2)
</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.
5
<PAGE>
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 LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<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 Unexercisable 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.
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.
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
6
<PAGE>
limited to 10% of the Company's pre-tax earnings for that year. Profits are
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 vest at the rate of twenty
percent (20%) per full year of service over a five year period. 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 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 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.
ITEM 12. 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.
Shares of Common Stock
Beneficially Owned
------------------------------------
Number of Shares Percent of
Name and Address(1) Beneficially Held(2) Ownership(3)
- ---------------- -------------------- ------------
Jong S. Whang 140,493(4) 3.3%
Bruce R. Thaw 53,000(5) 1.3%
Donald F. Johnston 13,250(6) *
Robert T. Hass 16,500(7) *
7
<PAGE>
Shares of Common Stock
Beneficially Owned
------------------------------------
Number of Shares Percent of
Name and Address(1) Beneficially Held(2) Ownership(3)
- ---------------- -------------------- ------------
Alvin Katz 132,000(8) 3.1%
Directors and executive officers as a group 355,243(9) 8.5%
(1)(2)(3)(4)(6)(7)(8)
- ------------------------
* Less than 1%.
(1) The address for each person listed in this table is c/o Amtech Systems,
Inc., 131 South Clark Drive, Tempe, Arizona 85281.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) Includes 91,517 shares issuable upon exercise of presently exercisable
options and 4,000 shares issuable upon exercise of outstanding warrants.
8
<PAGE>
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.
ITEM 13. 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.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMTECH SYSTEMS, INC.
February 3, 1998 By /s/ Jong S. Whang
-----------------------------------------
Jong S. Whang, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report on Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Jong S. Whang Chairman of the Board, February 3, 1998
- ------------------------- President
Jong S. Whang (Chief Executive Officer)
/s/ Robert T. Hass Vice President-Finance February 3, 1998
- ------------------------- (Chief Financial
Robert T. Hass & Accounting Officer)
/s/ * Director February 3, 1998
- -------------------------
Donald F. Johnston
/s/ * Director February 3, 1998
- -------------------------
Alvin Katz
/s/ * Director February 3, 1998
- -------------------------
Bruce R. Thaw
*By: /s/ Jong S. Whang February 3, 1998
----------------------
Jong S. Whang
10
