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, 1999
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, 1999, as follows:
Part III, Items 9-12 are hereby amended as follows:
<PAGE>
PART III
ITEM 9. 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 Position with the Company
---- --- -------------------------
Jong S. Whang 54 President, Chief Executive Officer and Director
Robert T. Hass 49 Vice President-Finance, Chief Financial Officer,
Treasurer, Secretary and Director
Donald F. Johnston 73 Director
Alvin Katz 70 Director
Bruce R. Thaw 47 Director
JONG S. WHANG has been President, Chief Executive Officer and a Director of
the Company since its inception 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-six 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 served
as 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, wire-bound
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 of the Company since April 9, 1994,
and also served as a Director from March 1983 to December 1992. He is not
otherwise employed by the Company. From 1985 to March 1993, he served as
President and Chief Executive Officer of JAI, Inc., a management-consulting
firm. 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
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the Hotpoint Division of the General Electric Company. He has also served as the
Vice-President of B.F. Goodrich, Vice-President of Marketing of the Philco Ford
Division of the Ford Motor Company and Executive Vice-President of CTV. Mr.
Johnston also served as President and Chief Executive Officer of Mirco
Electronics, Amstar Electronics and Hera Investment Co.
ALVIN KATZ has been a Director of the Company 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 franchiser, Nastech Pharmaceutical Company, Inc., a
company engaged in research, development and marketing of nasally delivered
pharmaceuticals, and President of BMAC, a biomedical automation company, all of
which are publicly held corporations.
BRUCE R. THAW has been a Director of the Company 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 publicly traded company that designs, manufactures and
markets computer network security systems and products, and Nastech
Pharmaceutical Company, Inc., a publicly traded company engaged in the research,
marketing and development of pharmaceutical 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, as amended, requires
the Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's outstanding 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, 1998 and September 30, 1999 all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
complied with, except that reports were not timely filed with respect to the
automatic option grant to directors arising under the Company's Non-employee
Directors Stock Option Plan and the options grants reflected in Item 10 below.
ITEM 10. 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, 1999, 1998 and 1997 of the Company's Chief Executive Officer, and the other
most highly compensated executive officer of the Company who received annual
compensation exceeding $100,000 during such periods (the "Named Executive
Officers").
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------- ------------
Name and Fiscal Other Annual Restricted All Other
Principal Position Year Salary Bonus(1) Compensation(2) Stock Awards Compensation(3)
- ------------------ ---- ------ -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Jong S. Whang 1999 $ 130,200 $ 12,292 -- -- $ 0
President and Chief 1998 167,147 0 -- -- 3,037
Executive Officer 1997 139,615 33,994(1) -- -- 3,693
Robert T. Hass 1999 85,500 0 -- -- 0
Vice President- 1998 96,105 7,245 -- -- 2,123
Finance 1997 89,838 10,771 -- -- 1,935
</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. Effective October 4, 1998, Mr.
Whang voluntarily initiated a 20% reduction in his salary to $130,200.
(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) Amounts for Mr. Whang include annual insurance premiums paid on whole-life
insurance for the benefit of Mr. Whang's spouse of $225 in fiscal 1997 and
Company matching contributions in the Amtech Systems, Inc. 401(k) Plan (the
"Amtech 401(k) Plan") for Mr. Whang of $0, $3,037 and $3,438 in 1999, 1998
and 1997, respectively. Amounts for Mr. Hass represent Company matching
contributions in the Amtech 401(k) Plan. Effective October 4, 1998, Mr.
Hass' annual salary was reduced to $85,500.
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OPTION GRANTS
The table shown below contains information on grants of stock options
during the 1999 fiscal year to the Named Executive Officers.
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------- Potential Realizable Value
Securities % of Total Stock at Assumed Annual Rates of
Underlying Options Price on Stock Price Appreciation
Options Granted to Exercise Date of for Option Term(4)
Granted Employees Price Grant Expiration -------------------------
Name (#) in Fiscal 1999 ($/Share) ($/Share) Date 0% 5% 10%
---- ------- -------------- --------- --------- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jong S. Whang 2,500(1) 8% $1.50(3) $1.50 10/01/08 -0- $2,358 $5,977
Robert T. Hass 5,000(2) 15% $1.13(3) $1.13 2/26/09 -0- $3,541 $8,973
</TABLE>
- ----------
(1) All options were granted to Mr. Whang on February 26, 1999 under the
applicable Stock Option Plan. The options granted become exercisable as
follows: 20% on February 26, 2000, 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.
(2) All options were granted to Mr. Hass on October 1, 1998 under the
applicable Stock Option Plan. The options granted become exercisable as
follows: 20% on October 1, 1999 and an additional 20% on each one year
anniversary thereafter.
(3) The exercise price was set at 100% of closing price of the Company's Common
Stock on grant day, (February 26, 1999 for options granted to Mr. Whang and
October 1, 1998 for options granted to Mr. Hass), as reported on the NASDAQ
SmallCap Market. The options granted to Mr. Hass were re-priced on October
14, 1998, along with all other outstanding stock options to the market
price on that date, ($1.126).
(4) 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.
OPTION EXERCISES
There were no exercises of stock options during fiscal year 1999 by the
Named Executive Officers.
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<PAGE>
BOARD REPORT ON REPRICING
The Board believes that the Company has taken constructive steps to improve
its performance and believes that hiring and retaining key employees is central
to implementing these measures. In furtherance of these goals, in October 1998,
the Board reduced the per share exercise price of options previously granted to
Jong S. Whang and Robert T. Hass. The Board concluded that the results achieved
by these executives were the basis for the repricing of options granted to them.
No other provisions of these options were altered.
In accordance with the rules of the Securities and Exchange Commission
("SEC"), this Option Repricing Report of the Board of Directors is not intended
to be "filed" or "soliciting material" or subject to Regulations 14A or 14C or
Section 18 of the Securities Exchange Act 1934, as amended, or incorporated into
any other filing by the Company with the SEC.
AMENDMENT OR RE-PRICING OPTIONS
The table below setsforth information for all executive officers with
respect to re-pricing of options for the 10 years preceding September 30, 1999.
Ten Year Option/SAR Repricings(1)
<TABLE>
<CAPTION>
Number of Length of
Securities Market Price Exercise Original Option
Underlying of Stock at Price of Term Remaining
Options Time of Stock at Time New at Date of
Repriced or Repricing or or Repricing Exercise Repricing or
Name Date Amended Amendment or Amendment Price Amendment
---- ---- ------- --------- --------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Jong S. Whang Oct. 14, 1998 103,792 $1.126 $5.00 $1.126 8 3/8 years
President and CEO
Robert T. Hass Oct. 14, 1998 1,250 $1.126 $5.00 $1.126 8 3/8 years
VP-Finance Oct. 14, 1998 5,000 $1.126 $1.50 $1.126 10 years
</TABLE>
- ----------
(1) The number of shares and the prices per share have all been restated to
give effect for the two-for-one reverse split that took effect on March 15,
1999.
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 is entitled to an annual salary of $170,900 on October 1, 1998, with
annual increases of at least 5% to be determined by the Board of Directors at
the end of each year of the agreement. Effective October 4, 1998, Mr. Whang
voluntarily initiated a 20% reduction in his salary to $130,200. In addition, he
is entitled to receive annual incentive cash compensation of up to 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. 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 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, which has been suspended. In addition, Mr. Whang was granted 103,792
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stock options pursuant to the agreement. These options were granted on February
28, 1997 and vest at the rate of 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 the 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 his then annual salary 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 salary reductions. 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.
ITEM 11. 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 21, 2000, by
(i) each director and each nominee for director of the Company, (ii) certain of
the Company's executive officers (the "Named Executive Officers"), and (iii) all
executive officers and directors as a group. There are no persons known to the
Company who beneficially own five percent (5%) or more of the Company's
outstanding Common Stock. This information was determined in accordance with
Rule 13d-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 investment power
with respect to the shares indicated as being beneficially owned.
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Number of Shares Percent of
Name and Address(1)(2) Beneficially Held(3) Ownership(3)
---------------------- -------------------- ------------
Jong S. Whang 114,463(4) 5.3%
Robert T. Hass 8,250(5) *
Donald F. Johnston 10,625(6) *
Alvin Katz 87,500(6) 4.1%
Bruce R. Thaw 21,500(6) 1.0%
Directors and Executive Officers of
the Company as a group (5 persons) 242,338(7) 11.5%
- ----------
* 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 17, 2000, 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 21, 2000 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) 9,488 shares held jointly with Mr. Whang's spouse and (ii)
62,775 shares issuable upon the exercise of presently exercisable options;
62,275 shares issuable at an exercise price of $1.126 per share; the
balance of 500 shares issuable at an exercise price of $1.50 per share.
(5) Includes 1,750 shares issuable upon exercise of presently exercisable
options with an exercise price of $1.126 per share.
(6) Includes 10,000 shares issuable upon exercise of presently exercisable
options; 9000 shares issuable at an exercise price of $1.126 per share and
the balance of 1000 shares issuable at an exercise price of $1.50 per
share.
(7) Includes 94,525 shares issuable upon exercise of presently exercisable
options; 91,025 shares issuable at an exercise price of $1.126 per share
and the balance of 3,500 shares issuable at an exercise price of $1.50 per
share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company did not have any transactions during fiscal 1999 with any
director, director nominee, executive officer, security holder known to the
Company to own of record or beneficially more than 5% 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.
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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 28, 2000 By /s/ Jong S. Whang
-------------------------------------
Jong S. Whang, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to 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, President February 28, 2000
- ------------------------- (Chief Executive Officer)
Jong S. Whang
/s/ Robert T. Hass Vice President-Finance February 28, 2000
- ------------------------- (Chief Financial & Accounting
Robert T. Hass Officer)
/s/ * Director February 28, 2000
- -------------------------
Donald F. Johnson
/s/ * Director February 28, 2000
- -------------------------
Alvan Katz
/s/ * Director February 28, 2000
- -------------------------
Bruce R. Thaw
*By: /s/ Jong S. Whang February 28, 2000
----------------------------
Jong S. Whang
9
