<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] 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: 0-17995
AMTECH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-2216818
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
19111 DALLAS PARKWAY
SUITE 300
DALLAS, TEXAS 75287-3106
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(972) 733-6600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
NONE NOT APPLICABLE
(TITLE OF CLASS) (NAME OF EXCHANGE ON WHICH
REGISTERED)
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
COMMON STOCK
$0.01 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in any amendment to this Form 10-K. [X]
As of April 23, 1998, there were 17,018,509 shares of Amtech Corporation $0.01
par value Common Stock outstanding, 13,532,840 of which having an aggregate
market value of $50,748,150 were held by non-affiliates. For purposes of the
above statement, all directors and officers of the Registrant are presumed to be
affiliates.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 31, 1998, the names of the
directors and executive officers of the Company and their respective ages and
positions with the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------- --- ----------------------------------------------------------------------------------------
<S> <C> <C>
David P. Cook(2) 46 Director, Interim Chairman, President, and Chief Executive Officer
Stuart M. Evans 48 Director, President - Electronic Security Group, and Vice President - Amtech Corporation
Michael E. Keane 42 Director
Dr. Jeremy A. Landt 55 Director, Vice President, and Chief Technical Officer
James S. Marston(1)(2) 64 Director
Antonio R. Sanchez, Jr.(1) 55 Director
John E. Wilson 57 President - Transportation Systems Group
Ronald A. Woessner 40 Vice President, General Counsel, and Secretary
Michael H. Wolpert 59 President - Cardkey Systems
Steve M. York 47 Senior Vice President, Chief Financial Officer, and Treasurer
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Executive Committee.
David P. Cook became a director of the Company in December 1995 and was
appointed interim Chairman, President, and Chief Executive Officer effective
February 27, 1998. Mr. Cook is a private investor and most recently served as
Chairman and Chief Executive Officer of ARBImetrics Corporation, a Dallas-based
investment company. Mr. Cook previously served as a director of Amtech
Corporation from 1984 until 1990, serving as Chairman of the Executive Committee
until 1990. Mr. Cook founded, and was Chief Executive Officer of, Blockbuster
Entertainment Corporation from its inception until 1987. Prior to that, he was
Chairman of Cook Data Services, Inc., a software company that he also founded.
Stuart M. Evans has been President of the Company's Electronic Security
Group since it was created in 1995 and has served as a director of the Company
since 1996 and as a Vice President since August 1995. Prior to that, he was
Chairman and Chief Executive Officer of Cotag International Limited since its
formation in 1983. He previously worked for McKinsey & Company and IBM.
Michael E. Keane became a director of the Company in November 1997. Mr.
Keane has been Senior Vice President and Chief Financial Officer of UNOVA, Inc.
("UNOVA") since November 1997. UNOVA comprises the former industrial technology
businesses spun off from Western Atlas, Inc. in October 1997, where Mr. Keane
was also Senior Vice President and Chief Financial Officer from October 1996
until October 1997 and Vice President and Treasurer from March 1994 until
October 1996. Prior to that, he was Corporate Director, Pensions and Insurance,
for Litton Industries, Inc. from January 1993 until March 1994.
1
<PAGE>
Dr. Jeremy A. Landt, a co-founder of the Company, was appointed Vice
President and Chief Technical Officer of the Company in April 1996. Prior to
that time, he served as Vice President, Research and Development, in the
Technology and Manufacturing Division of Amtech Systems Corporation and its
predecessors since October 1984. Prior to joining the Company, Dr. Landt was a
staff member of the Los Alamos National Laboratories for nine years. Dr. Landt
is an author of certain patents on which the Company's radio frequency
electronic identification technology is based.
James S. Marston became a director of the Company in September 1991. From
September 1987 through February 1998, Mr. Marston served as a Senior, or
Executive, Vice President and the Chief Information Officer of APL Limited, one
of the largest U.S.-based intermodal shipping companies. Between 1986 and 1987,
Mr. Marston served as President of AMR Technical Training Division, AMR
Corporation.
Antonio R. Sanchez, Jr. was one of the early investors in the Company in
1987 and became a director of the Company in February 1993. Presently, Mr.
Sanchez is Chairman and Chief Executive Officer of Sanchez-O'Brien Oil & Gas
Corporation. Mr. Sanchez also holds interests in banking, real estate
development, industrial parks, and various other investments. Mr. Sanchez
serves as a director of International Bank of Commerce ("IBC") and as a director
and shareholder of IBC's publicly-traded holding company, International
Bancshares Corporation, with which the Company does business. Mr. Sanchez is
also a member of the University of Texas Board of Regents.
John E. Wilson joined the Company in March 1995 as Senior Vice President of
Sales and Marketing of the Transportation Systems Group. In January 1997, Mr.
Wilson was named President of that group. From August 1992 to March 1995, Mr.
Wilson was Vice President of Sales & Marketing of Harris Adacom Network
Services, a private network integration company. From 1962 to 1992, Mr. Wilson
served in various capacities at IBM, including serving as director of the
company's software and consulting practices group from 1988 to 1992.
Ronald A. Woessner joined the Company in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously a corporate
and securities attorney with the Dallas-based law firm of Johnson & Gibbs, P.C.
Michael H. Wolpert joined the Company in August 1995 when the Company
acquired the business of Cardkey Systems, Inc. ("Cardkey"). The Company
appointed Mr. Wolpert President of Cardkey at the time of the acquisition. From
January 1995 to August 1995, he was employed by the predecessor-in-interest to
Cardkey as Vice President, Systems Product Group. From January 1993 through
December 1994, he was Vice President of Domestic Marketing and Sales for Javelin
Electronics, a leading supplier of closed circuit television systems for the
security industry. During 1991 and 1992, Mr. Wolpert was Senior Vice President
of Marketing and Sales for Iwerks Entertainment, a global supplier of custom
projection systems.
Steve M. York joined the Company in April 1990 as Vice President, Chief
Financial Officer, and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held various
financial management positions with commercial operating companies and was
employed by Arthur Young & Co. (now Ernst & Young LLP).
See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" for a
description of transactions between the Company or a subsidiary and a director
and certain executive officers of the Company.
2
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Each director serves until the next annual meeting of shareholders, and
until the director's successor is duly elected and qualified, unless earlier
removed in accordance with the Company's bylaws. Officers serve at the
discretion of the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid by the Company for the last three years to the Company's five most highly
compensated executive officers. Immediately following the table are summaries of
any existing employment related contracts with these executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------
Annual Compensation Awards Payouts
---------------------- ---------------------- -------
Other Number of
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Principal Position Year Salary Bonus sation Award Options Payouts sation(1)
- ------------------------------- ---- ------ ----- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. RUSSELL MORTENSON(2) 1997 $300,000 $ ---- ---- $ ---- 221,838(3) ---- $ 2,574
President, Chief Executive 1996 300,000 58,536 ---- 172,500(4) 80,000(5) ---- 1,440
Officer, and Chairman 1995 288,000 57,600 ---- ---- 100,000(4) ---- 2,310
of the Board
STUART M. EVANS(6) 1997 209,042 ---- ---- ---- ---- ---- 1,376
President 1996 180,550 46,958 ---- 34,500(4) 30,000(5) ---- ----
Electronic Security Group 1995 150,950 24,442 ---- ---- 40,000(4) ---- ----
JOHN E. WILSON 1997 166,040 ---- ---- 24,375 29,000(3) ---- 2,000
President 1996 127,488 35,438 ---- ---- 7,000 ---- 1,875
Transportation Systems 1995 98,558 59,938 ---- ---- 30,000 ---- 1,227
Group
MICHAEL H. WOLPERT 1997 170,500 34,807 ---- ---- 30,000(3) ---- 4,077
President 1996 155,000 55,425 ---- ---- 10,000 ---- 1,875
Cardkey Systems 1995 64,583 17,050 ---- ---- 30,000 ---- ----
STEVE M. YORK 1997 193,000 ---- ---- ---- 50,000(3) ---- 2,000
Senior Vice President, 1996 175,000 43,162 ---- 67,275(4) 30,000(5) ---- 1,440
Chief Financial Officer, 1995 157,500 32,000 ---- ---- 39,000(4) ---- 2,310
and Treasurer
</TABLE>
(1) Represents Company contributions to the Company's 401(k) Retirement Plan or
the Company's Employee Stock Purchase Plan.
(2) Has not been employed by the Company since February 1998.
3
<PAGE>
(3) The number of shares that may be received under 1997 option grants includes
73,946, 8,000, 10,000, and 25,000 shares for Messrs. Mortenson, Wilson,
Wolpert, and York, respectively, which represent "restricted shares"
issuable for no additional consideration if and when a like number of
option shares are exercised and held for the requisite period. See "Option
Grants Table."
(4) The "Number of Securities Underlying Options" as originally reported in the
Company's 1996 Proxy Statement for Messrs. Mortenson, Evans, and York
included 30,000, 6,000, and 11,700 shares, respectively, which were
"restricted shares" issuable for no additional consideration when a like
number of option shares were exercised and held for the requisite period.
In 1996, when the corresponding options were exercised, these "restricted
shares" were issued. They are now reflected in the table under "Restricted
Stock Award" for 1996, and the number of shares reflected in the table
under "Number of Securities Underlying Options" for 1995 has been
correspondingly reduced by the number of "restricted shares" issued. The
"restricted shares" can be forfeited to the Company if, during the three
years following their issuance, (i) the recipient fails to hold the shares
received upon exercise of the related stock option for the requisite period
or (ii) the recipient's employment is terminated for cause or the recipient
separates from employment with the Company under certain other
circumstances. The "restricted share" awards provide for, with the consent
of the Board of Directors, lapsing of restrictions if the recipient's
employment is terminated other than for cause or if the recipient separates
from employment with the Company under certain other circumstances.
(5) The number of shares that may be received under 1996 option grants includes
40,000, 15,000, and 15,000 shares for Messrs. Mortenson, Evans, and York,
respectively, which represent "restricted shares" issuable for no
additional consideration if and when a like number of option shares are
exercised and held for the requisite period.
(6) Annual compensation is paid in U.K. pound sterling and has been translated
to U.S. dollars at an average rate for the year.
Severance Contracts with Certain Executive Officers
Pursuant to a severance agreement between the Company and Mr. Mortenson and
various stock options, the Company reported a first quarter 1998 expense charge
of approximately $1,000,000, including a cash payment to Mr. Mortenson of
approximately $650,000. Under the terms of the severance agreement, Mr.
Mortenson is bound by various confidentiality and non-competition provisions.
The Company and Mr. Evans are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of the
date hereof, provides for the payment to him of nine months of his base salary
in the event he has good reason (as defined) to resign his employment or if his
employment is terminated other than for cause. The severance agreement also
contains confidentiality and non-competition provisions.
The Company and Mr. Wilson are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of the
date hereof, provides for the payment to him of nine months of his base salary
in the event he has good reason (as defined) to resign his employment or if his
employment is terminated other than for cause. The severance agreement also
contains confidentiality and non-competition provisions.
The Company and Mr. Wolpert are parties to a severance agreement, which,
per the severance agreement formula (which is based on years of service), as of
the date hereof, provides for the payment to him of seven months of his base
salary in the event he has good reason (as defined) to resign his employment or
if his employment is terminated other than for cause. The severance agreement
also contains confidentiality and non-competition provisions.
4
<PAGE>
The Company and Mr. York are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of the
date hereof, provides for the payment to him of 18 months of his base salary in
the event he has good reason (as defined) to resign his employment or if his
employment is terminated other than for cause. The agreement also provides for
the payment to Mr. York of three times his annual base salary in the event his
employment terminates after a change in control (as defined) of the Company.
The severance agreement also contains confidentiality and non-competition
provisions.
Option Grants Table
The following table sets forth information relating to stock option grants
made by the Company to each of the Company's five most highly compensated
executive officers during the year ended December 31, 1997.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- -------------------------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted in 1997 Share Date 5% 10%
---- ------- ------- ----- ---- -- ---
G. Russell Mortenson(1) 147,892 (2) 23.19% (2) 10/30/2000 388,956 491,001
73,946 (3) 11.60 $4.00 10/30/2007 186,344 471,036
Stuart M. Evans -- -- -- -- -- --
John E. Wilson 10,000 (2) 1.57 (2) 04/17/2000 37,850 47,750
16,000 (2) 2.51 (2) 10/30/2000 42,080 53,120
8,000 (3) 1.25 4.00 10/30/2007 20,160 50,960
Michael H. Wolpert 20,000 (2) 3.14 (2) 10/30/2000 52,600 66,400
10,000 (3) 1.57 4.00 10/30/2007 25,200 63,700
Steve M. York 50,000 (2) 7.84 (2) 10/30/2000 131,500 166,000
</TABLE>
(1) Has not been employed by the Company since February 1998.
(2) The grant award is comprised of a stock option to acquire one half of the
shares indicated in the table and the right to receive a matching number of
"restricted shares" upon the occurrence of certain events. The stock
options are exercisable six months from the date of grant, have an exercise
price of $4.00 per share ($5.75 per share regarding Mr. Wilson's 10,000
share grant), which represents the fair market value on the date of grant,
and expire three years from the date of grant. For those option shares
exercised, a matching number of
5
<PAGE>
"restricted shares" are awarded to the recipient for no additional
consideration. The "restricted shares" can be forfeited to the Company if,
during the three years following their issuance, (i) the recipient fails to
hold the shares received upon exercise of the related stock option for the
requisite period or (ii) the recipient's employment is terminated for cause
or the recipient separates from employment with the Company under certain
other circumstances. The "restricted share" awards provide for, with the
consent of the Board of Directors, lapsing of restrictions if the
recipient's employment is terminated other than for cause or if the
recipient separates from employment with the Company under certain other
circumstances. If a recipient elects, the Company will provide secured
financing for the exercise price payable to the Company with respect to the
exercise of the stock options. The maximum amount of available loans
associated with these grants is $497,000.
(3) The options vest ratably and become exercisable over four years. In the
event of a change in control (as defined) of the Company, certain of the
options become immediately exercisable.
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth information relating to the exercises
of stock options by each of the Company's five most highly compensated
executive officers during the year ended December 31, 1997, and the value
of unexercised stock options as of December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997 AND
DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
Option Exercises Number of Securities
During 1997 Underlying Unexercised Value of Unexercised
---------------- Options at In-the-Money Options at
Number of December 31, 1997 December 31, 1997
Shares -------------------------- --------------------------
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Russell Mortenson(1) --- $ --- 108,635 238,517 $ 9,086 $ ---
Stuart M. Evans --- --- 24,000 25,000 --- ---
John E. Wilson 5,000 --- --- 53,000 --- ---
Michael H. Wolpert --- --- --- 60,000 --- ---
Steve M. York --- --- 48,750 66,050 --- ---
</TABLE>
(1) Has not been employed by the Company since February 1998.
Compensation of Directors
For serving on the Company's Board of Directors and related committees, a
"Qualifying External Director" receives an annual fee of $15,000. Each such
director also receives an automatic one-time grant of options to acquire 25,000
shares of the Company's Common Stock at the time of initial election or
appointment to the Board. A Qualifying External Director is a non-employee
director who does not, directly or indirectly, beneficially own, or is not an
employee, affiliate, or designee to the Board of Directors of a person that
directly or indirectly beneficially owns, more than five percent of the
Company's Common Stock.
6
<PAGE>
In addition, except as discussed below, a Qualifying External Director receives
an automatic grant of 2,500 options annually while continuing to serve on the
Board of Directors.
The Board of Directors has adopted share ownership guidelines for the
Company's non-employee directors. Under these guidelines, non-employee
directors are encouraged to own at least 10,000 shares of the Company's Common
Stock. Non-employee directors who were serving on the Company's Board of
Directors on December 14, 1995, are encouraged to acquire such ownership by
December 31, 1998. Non-employee directors first elected or appointed to the
Board of Directors after such date are encouraged to acquire such ownership by
the third anniversary of their election or appointment. Non-employee directors
who do not achieve these share ownership amounts are not eligible to receive the
annually recurring 2,500 share option grants discussed above.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The entire Board of Directors established the Company's compensation
policies in 1997 and made the pertinent compensation decisions after prior
review and recommendation from the Compensation and Stock Option Committee of
the Board of Directors. Mr. Mortenson, a former officer and director of the
Company, and Mr. Evans and Dr. Landt, each of whom is an officer and director of
the Company, participated in deliberations of the Company's Board of Directors
concerning executive compensation during the year ended December 31, 1997. Mr.
Evans is also indebted to the Company. Mr. Sanchez, a director of the Company,
is a director of the International Bank of Commerce, Laredo, Texas, which the
Company has a banking relationship with. See "ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of April 23, 1998, by (i) each person
who is known by the Company to own beneficially more than five percent of the
outstanding shares of Common Stock, (ii) each director and the five most highly
compensated executive officers of the Company, and (iii) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
---------------------------------------
PERCENTAGE OF TOTAL
Number of Shares SHARES OUTSTANDING(2)
---------------- ---------------------
<S> <C> <C>
David P. Cook(3) 30,000 *
Stuart M. Evans(4) 73,503 *
Michael E. Keane(5) 2,211,900 13.00%
Dr. Jeremy A. Landt(6) 41,000 *
James S. Marston(3) 35,000 *
Antonio R. Sanchez, Jr.(7) 1,277,212 7.49%
John E. Wilson(8) 39,500 *
Michael H. Wolpert(9) 28,143 *
Steve M. York(10) 137,150 *
Albert Fried & Company, LLC 972,631 5.72%
40 Exchange Place
New York, New York 10005
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Heartland Advisors, Inc. 1,100,000 6.46%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
UNOVA, Inc. 2,211,900 13.00%
360 North Crescent Drive
Beverly Hills, California 90210-4867
All directors and executive officers as a group(11) 3,891,670 22.49%
</TABLE>
* Denotes ownership of less than 1%.
(1) Except as otherwise noted, each person has sole voting and investment power
over the Common Stock shown as beneficially owned, subject to community
property laws where applicable.
(2) Shares of Common Stock that were not outstanding but could be acquired upon
exercise of an option within 60 days of April 23, 1998, are deemed
outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by a particular person. However, such shares are
not deemed to be outstanding for the purpose of computing the percentage of
outstanding shares beneficially owned by any other person.
(3) This individual has the right to acquire these shares under outstanding
stock options that are currently exercisable or that become exercisable
within 60 days of April 23, 1998.
(4) Includes 39,000 shares that Mr. Evans has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of April 23, 1998.
(5) Includes 2,211,900 shares owned by UNOVA, Inc., because of Mr. Keane's
position with UNOVA, Inc. Mr. Keane disclaims beneficial ownership with
respect to such shares.
(6) Includes 38,000 shares that Dr. Landt has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of April 23, 1998. Also, includes 3,000 shares
with respect to which Dr. Landt shares voting and investment power with his
spouse.
(7) Includes 131,251 shares that are owned by family members of Mr. Sanchez or
by trusts for which Mr. Sanchez serves as trustee or is a beneficiary. Of
such 131,251 shares, (i) 9,375 shares are held by family members of Mr.
Sanchez; (ii) 82,500 shares, over which Mr. Sanchez exercises voting,
investment, and disposition power, are held in trusts for which Mr. Sanchez
acts as trustee for the benefit of other persons; and (iii) 39,376 shares,
over which Mr. Sanchez does not have voting, investment, or disposition
powers, are held in a trust for the benefit of Mr. Sanchez and certain of
his family members. Also, includes 35,000 shares that Mr. Sanchez has the
right to acquire under outstanding stock options that are currently
exercisable or that become exercisable within 60 days of April 23, 1998.
(8) Includes 10,000 shares with respect to which Mr. Wilson shares voting power
with his spouse. Also, includes 29,500 shares that Mr. Wilson has the
right to acquire under outstanding stock options that are currently
exercisable or that become exercisable within 60 days of April 23, 1998.
(9) Includes 20,000 shares that Mr. Wolpert has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of April 23, 1998.
(10) Includes 113,750 shares that Mr. York has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of April 23, 1998. Also, includes 23,400 shares
with respect to which Mr. York shares investment power with his spouse.
(11) Includes all shares as to which the directors and executive officers
disclaim beneficial ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Sanchez, a director of the Company, is a director of the International
Bank of Commerce, Laredo, Texas ("IBC"), and a director and shareholder of IBC's
publicly-traded holding company, International Bancshares Corporation. The
Company has had a banking relationship with IBC since 1989 and maintains a
checking account and short-term investments with IBC. The average month-end
balance during 1997 of such checking account and short-term investments was
approximately $718,000.
8
<PAGE>
Messrs. Evans, Wilson, and York are indebted to the Company in the
principal amount of $31,500, $28,750, and $61,425, respectively, which amounts
represent monies loaned by the Company in 1997 or 1996 to fund the exercise of
retention incentive options. Each individual's indebtedness is represented by a
promissory note. The notes of Messrs. Evans and York bear interest at a rate of
6.61% (per annum), and the note of Mr. Wilson bears interest at the rate of
6.01% per annum. All notes are secured by the shares issued upon exercise of
the retention incentive options. The entire principal amount of the notes of
Messrs. Evans and York is due and payable in May 2000 and of Mr. Wilson in June
2001 (unless, in each case, becoming due earlier under certain circumstances
described in the notes).
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, IN THE CITY OF DALLAS,
STATE OF TEXAS, ON APRIL 29, 1998.
AMTECH CORPORATION
By: /s/ Steve M. York
-------------------------------------
Steve M. York
Senior Vice President,
Chief Financial Officer,
and Treasurer
9
