<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1996,
Registration No. 333-_________.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
AMTECH CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-2216818
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Steve M. York
17304 Preston Road, E-100
17304 Preston Road, E-100 Dallas, Texas 75252
Dallas, Texas 75252 (214) 733-6600
(Address, including zip code, (Name, address, including zip code,
of principal executive offices) and telephone number, including area
code, of agent for service)
AMTECH CORPORATION 401(k) PLAN
(FULL TITLE OF THE PLAN)
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 300,000 SHARES (1) $8.44 (2) $2,531,250.00 (2) $872.84 (2)
INTERESTS IN AMTECH
CORPORATION 401(K) PLAN (3) (3) (3) (3)
================================================================================================
</TABLE>
(1) Common stock being registered consists of 300,000 shares, which is Amtech
Corporation's estimate of the number of shares of Common Stock that will be
purchased pursuant to the Amtech Corporation 401(k) Plan (the "401(k)
Plan"), and, pursuant to Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"), any additional shares of Common Stock that may be
issuable pursuant to the antidilution provisions of the 401(k) Plan.
(2) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act solely for the purpose of calculating the registration fee on the basis
of the average of the high and low prices of the Common Stock of the
Registrant as quoted on the NASDAQ National Market System on June 14, 1996,
which was $8.4375.
(3) An indeterminate amount of interests in the 401(k) Plan is being registered
pursuant to Rule 416(c) under the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements of the Registrant for the
Registrant's latest fiscal year end.
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report referred to in (a) above.
(c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
September 25, 1989, including any amendment or report filed for the purpose of
updating such description.
All reports or other documents subsequently filed by the Registrant or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend. In addition,
the Registrant's Articles of Incorporation and Bylaws include certain provisions
permitted by the Texas Business Corporation Act whereby directors, officers,
employees, and agents of the Registrant generally are to be indemnified against
certain liabilities to the fullest extent authorized by the Texas Business
Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on June 21, 1996.
AMTECH CORPORATION
By: /s/ G. RUSSELL MORTENSON
-----------------------------
G. Russell Mortenson
President and
Chief Executive Officer
II-3
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby appoints G. Russell Mortenson and Steve M.
York, and each of them acting individually, as his true and lawful attorneys-in-
fact and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. RUSSELL MORTENSON President and Chief June 21, 1996
- ------------------------ Executive Officer and
(G. Russell Mortenson) Director
(Principal Executive
Officer)
/s/ STEVE M. YORK Senior Vice President, June 21, 1996
- ------------------------ Chief Financial Officer,
(Steve M. York) and Treasurer (Principal
Financial and Accounting
Officer)
/s/ DAVID P. COOK Director June 21, 1996
- ------------------------
(David P. Cook)
/s/ STUART M. EVANS Director June 21, 1996
- ------------------------
(Stuart M. Evans)
/s/ GARY J. FERNANDES Director June 21, 1996
- ------------------------
(Gary J. Fernandes)
/s/ ELMER W. JOHNSON Director June 21, 1996
- ------------------------
(Elmer W. Johnson)
II-4
<PAGE>
/s/ DR. JEREMY A. LANDT Director June 21, 1996
- --------------------------
(Dr. Jeremy A. Landt)
/s/ JAMES S. MARSTON Director June 21, 1996
- --------------------------
(James S. Marston)
/s/ ANTONIO R. SANCHEZ JR. Director June 21, 1996
- --------------------------
(Antonio R. Sanchez, Jr.)
/s/ JEFFREY S. WETHERELL Director June 21, 1996
- --------------------------
(Jeffrey S. Wetherell)
Pursuant to the requirements of the Securities Act, the 401(k) Plan has
caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Dallas, State of Texas, on June 21,
1996.
AMTECH CORPORATION 401(k) PLAN
By: Amtech Corporation, Plan Administrator
By: /s/ STEVE M. YORK
____________________________________
Steve M. York, Senior Vice President,
Chief Financial Officer, and Treasurer
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Articles of Incorporation of the Registrant,
together with all amendments thereto.
Filed under exhibit number 3.1 in the
Registrant's Registration Statement on Form
S-1 (Commission No. 33 - 46398) and
incorporated herein by reference.
4.2 Restated and Amended Bylaws of the Registrant,
dated January 24, 1995, filed as Exhibit 3.2
to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
and incorporated herein by reference.
5.1 The Registrant undertakes to submit the
401(k) Plan and any amendments thereto to
the Internal Revenue Service in a timely manner
and to make all changes required by the Internal
Revenue Service in order to qualify the 401(k) Plan.
23.1* Consent of Ernst & Young LLP.
24.1 Power of attorney (included in Part II of
this Registration Statement).
- ----------------------
*Filed electronically herewith.
II-6
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 dated June 21, 1996, pertaining to the Amtech Corporation 401(k) Plan, of
our report dated February 15, 1996, with respect to the consolidated financial
statements and schedules of Amtech Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------
Ernst & Young LLP
Dallas, Texas
June 18, 1996
