<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 1995 LONG-TERM INCENTIVE 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 (1) SHARE (2) PRICE (2) FEE (2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 500,000 SHARES $8.44 $4,218,750.00 $1,454.74
==========================================================================================
</TABLE>
(1) Securities being registered consist of 500,000 shares issuable upon
exercise of options or pursuant to the grant of restricted stock,
performance shares, stock unit awards, or other stock-based compensation
under the Amtech Corporation 1995 Long-Term Incentive Plan (the "1995
Plan"), as of June 14, 1996, 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 1995 Plan.
(2) Estimated in accordance with Rules 457(h) and 457(c) of 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 as quoted on the
NASDAQ National Market System on June 14, 1996, which was $8.4375.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE: Except for the Items included herein, pursuant to General
Instruction E of Form S-8, the contents of Registrant's Registration Statement
on Form S-8 (Registration No. 33-65061), including the Exhibits thereto (the
"1995 Plan's First Registration Statement"), are incorporated herein by
reference. This Registration Statement is registering shares of Common Stock
issuable pursuant to the 1995 Plan that are in addition to those shares
registered under the 1995 Plan's First Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hughes & Luce, L.L.P., Dallas, Texas, has given an opinion as to the
validity of the Common Stock being offered hereby. As of June 18, 1996,
members of Hughes & Luce, L.L.P. owned a total of approximately 205,000 shares
of the Registrant's Common Stock.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-4 of this Registration Statement, which Index is
incorporated herein by reference.
II-1
<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
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)
II-2
<PAGE>
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.
/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)
/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)
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1* Opinion of Hughes & Luce, L.L.P. as to
the validity of the securities being
registered.
23.1 Consent of Hughes & Luce, L.L.P. (included
in its opinion filed as Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
24.1 Power of attorney (included in Part II of
this Registration Statement).
- ----------------------
*Filed electronically herewith.
II-4
<PAGE>
EXHIBIT 5.1
[HUGHES & LUCE, L.L.P. LETTERHEAD APPEARS HERE]
June 21, 1996
Amtech Corporation
17304 Preston Road, E-100
Dallas, Texas 75252
Ladies and Gentlemen:
We have acted as special counsel to Amtech Corporation, a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 500,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable pursuant to grants of
restricted stock, performance shares, stock unit awards or other stock-based
compensation ("Incentive Grants") or upon exercise of options ("Options")
granted under the Amtech Corporation 1995 Long-Term Incentive Plan (the "Plan")
referenced in the Registration Statement of the Company on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that such shares of Common
Stock issuable pursuant to Incentive Grants or upon exercise of Options granted
under the Plan have been duly authorized and, if and when issued and paid for in
full in accordance with the terms of such Incentive Grants or Options and the
Plan, will be validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement. We
also consent to the reference to this firm as having passed on the validity of
such shares of Common Stock under Item 5 of Part II of the Registration
Statement. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder. We also call to your attention the fact that members of this firm
own a total of approximately 205,000 shares of Common Stock.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.2
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 1995 Long-Term
Incentive 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
