MICRO COMPONENT TECHNOLOGY INC, POS AM, 1996-11-20

MICRO COMPONENT TECHNOLOGY INC
POS AM, 1996-11-20
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS

Previous: OASIS RESIDENTIAL INC, S-3MEF, 1996-11-20

Next: LEGGOONS INC, 8-K, 1996-11-20

As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 33-98940

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

MICRO COMPONENT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

MINNESOTA
(State or other jurisdiction
of incorporation or organization)

3825
(Primary Standard Industrial
Classification Code Number)

41-0985960
(I.R.S. Employer
Identification Number)

3850 NORTH VICTORIA STREET, ST. PAUL, MINNESOTA 55126
(612) 482-5100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROGER E. GOWER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICRO COMPONENT TECHNOLOGY, INC.
3850 NORTH VICTORIA STREET
ST. PAUL, MINNESOTA 55126
(612) 482-5100

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------

Copies to:

JAMES C. DIRACLES, Esq.
Best & Flanagan
Professional Limited Liability Partnership
4000 First Bank Place
Minneapolis, Minnesota 55402
(612) 339-7121
------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If any of the Securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]

------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================== ================= ====================== ========================== =====================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Price Registration Fee
Securities to be Registered Registered (1) Unit (2) (2) (2)(3)
================================== ================= ====================== ========================== =====================
<S> <C> <C> <C> <C> <C>
Common Stock ($.01 par value) 1,700,000 $7.00 $11,900,000 $4,103.44
================================== ================= ====================== ========================== =====================
Common Stock ($.01 par value) 10,000 $7.88 $78,800 $ 27.17
================================== ================= ====================== ========================== =====================
Total 1,710,000 $11,978,800 $4,130.61
================================== ================= ====================== ========================== =====================
</TABLE>

(1) 1,700,000 shares were included in the original Registration Statement
and 10,000 shares were added by Amendment No. 1.

(2) Estimated solely for purpose of calculating the registration fee, based
on the $7.00 closing sale price on October 30, 1995, and the $7.88
closing sale price on November 15, 1995.

(3) $4,103.44 was paid with the original Registration Statement and $27.17
was paid with Amendment No. 1.

------------------

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

MICRO COMPONENT TECHNOLOGY, INC.
CROSS-REFERENCE SHEET

ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS

<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus............................................... Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of Prospectus ............... Inside Front Cover Page

3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges ............................................................... Prospectus Summary;
Risk Factors

4. Use of Proceeds ....................................................... Prospectus Summary

5. Determination of Offering Price ....................................... Plan of Distribution

6. Dilution .............................................................. Not Applicable

7. Selling Security Holders .............................................. Principal and Selling Stockholders

8. Plan of Distribution .................................................. Plan of Distribution

9. Description of Securities to Be Registered ............................ Dividend Policy; Price Range of Common Stock

10. Interests of Named Experts and Counsel ................................ Legal Matters

11. Information With Respect to the Registrant ............................ Prospectus Summary; Risk Factors;
Dividend Policy; Selected Consolidated
Financial Data; Management's Discussion
and Analysis of Results of Operations
and Financial Condition; Business;
Management; Principal and Selling
Stockholders; Certain Transactions;
Price Range of Common Stock; Experts;
Financial Statements

12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities ........................................ Not Applicable

</TABLE>

PROSPECTUS

MICRO COMPONENT TECHNOLOGY, INC.

1,710,000 SHARES OF COMMON STOCK

All of the shares of Common Stock offered hereby (the "Shares") are
being sold by the selling stockholders (the "Selling Stockholders") named herein
under "Principal and Selling Stockholders." The Selling Stockholders include the
16 accredited investors who purchased 1,500,000 of the Shares from the Company
in a private placement during August, 1995. The Shares are being offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended, during the period of time that the Registration Statement to which this
Prospectus relates is kept effective, but not longer than two years. The Common
Stock of Micro Component Technology, Inc. (the "Company") is traded on the
National Association of Securities Dealers ("NASDAQ") National Market System
under the symbol MCTI. The Selling Stockholders may offer the Shares to
purchasers directly, or through underwriters, brokers-dealers or agents, at then
prevailing market prices, at prices relating to prevailing market prices, or at
negotiated prices. On November 12, 1996, the closing sale price of the Common
Stock on the NASDAQ National Market System was $3.00.

----------------

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------

The Company, pursuant to agreements with the Selling Stockholders, has
agreed to pay substantially all of the expenses of any offering and sale
hereunder (not including fees, commissions and discounts of underwriters,
dealers or agents).

-----------------

The Shares have only been registered for sale under the securities laws
of certain selected states as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the registration of the
Shares under the securities laws of the states in which such transactions occur
or the existence of an exemption from such registration, or should cause such
registration to occur in connection with any offer or sale of the Shares.

-----------------

THE DATE OF THIS PROSPECTUS IS NOVEMBER 13, 1996

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission ("Commission"). Such reports and other information filed
by the Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, as well as at the following Regional Offices of the Commission:
Northeast (New York) Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; and Midwest (Chicago) Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed
rates.

The Company has filed with the Commission a Registration Statement on
Form S-1 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended ("Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus omits certain
of the information contained in the Registration Statement pursuant to the rules
and regulations of the Commission. The information so omitted may be obtained
from the principal offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of the fee prescribed or may be examined
there without charge.

--------------

TABLE OF CONTENTS Page
----
AVAILABLE INFORMATION ............................ 2
PROSPECTUS SUMMARY ............................... 3
RISK FACTORS ..................................... 5
PLAN OF DISTRIBUTION ............................. 7
SELECTED CONSOLIDATED FINANCIAL DATA ............. 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION ............. 13
PRICE RANGE OF COMMON STOCK ...................... 22
DIVIDEND POLICY .................................. 22
BUSINESS ......................................... 23
MANAGEMENT ....................................... 31
PRINCIPAL AND SELLING STOCKHOLDERS ............... 36
CERTAIN TRANSACTIONS ............................. 37
DESCRIPTION OF CAPITAL STOCK ..................... 38
LEGAL MATTERS .................................... 40
EXPERTS .......................................... 40
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ....... F-1

Until December 23, 1996, all dealers effecting transactions in the
registered securities, whether or not participating in this distribution, may be
required to deliver a prospectus. This is in addition to the obligation of
dealers to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Investors should carefully review the entire Prospectus, including the
information set forth under the heading "RISK FACTORS."

THE COMPANY

Micro Component Technology, Inc. (the "Company") designs, manufactures,
markets, services and distributes automatic test equipment ("ATE") consisting of
both handling and testing equipment for integrated circuit ("IC") devices
manufactured by the semiconductor industry. The Company has the largest
installed IC test handler base of any manufacturer, with over 8,500 units
worldwide. The Company's headquarters are located at 3850 North Victoria Street,
St. Paul, Minnesota 55126, and its telephone number at that location is (612)
482-5100.

<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Shares of Common Stock Offered.................................. 1,710,000 shares, all by the
Selling Stockholders

Shares of Common Stock outstanding
as of November 12, 1996......................................... 7,031,170

Use of proceeds................................................. None of the proceeds will be
received by the Company

NASDAQ National Market System Symbol............................ MCTI

RISK FACTORS

The shares of Common Stock offered hereby involve certain risks
relating to the Company's prior financial losses; possible fluctuations in the
Company's business due to product obsolescence, the inability to develop and
successfully market new products, or the loss of key customers; and potential
volatility in the market price of the Common Stock. See "RISK FACTORS" for a
discussion of these and other factors.

</TABLE>

SUMMARY FINANCIAL INFORMATION
(in thousands except per share amounts)

<TABLE>
<CAPTION>
Fiscal Year Ended Three Months Ended
----------------- ------------------
June 24, 1995 June 29, 1996 Sept. 30, 1995 Sept. 28, 1996
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Revenues ................... $ 23,635 $ 22,318 $ 6,890 $ 2,631
Gross Profit ................... 10,739 12,999 4,198 1,411
Income (Loss) From
Operations .................... 1,923 2,330 1,115 (1,207)
Interest Income (Expense) Net .. (272) 246 4 79
Income Taxes ................... 85 8 118 --
Income (Loss) From
Continuing Operations ......... 1,566 2,568 1,001 (1,128)
Discontinued Operations ........ (3,897) 652 474 --
Extraordinary Item ............. 1,005 -- -- --
Net Income (Loss) .............. $ (1,326) 3,220 1,475 (1,128)
======== ======== ======== ========
Net Income (Loss) Per Share .... $ (.25) $ .44 $ .24 $ (.15)
======== ======== ======== ========
Weighted Average Common & Common
Equivalent Shares Outstanding . 5,240 7,246 6,178 7,336
======== ======== ======== ========

</TABLE>

June 29, 1996 Sept. 28, 1996
------------- --------------
BALANCE SHEET DATA:
Cash & Cash Equivalents $ 7,793 $ 8,035
Working Capital 12,638 11,592
Total Assets 16,980 16,051
Short-Term Debt 352 340
Long-Term Debt 183 171
Total Stockholders' Equity 13,709 12,624

RISK FACTORS

The following risk factors should be considered carefully in evaluating
the Company and its business before purchasing the shares of Common Stock
offered by this Prospectus.

FINANCIAL LOSSES. Although in fiscal 1996 the Company was profitable
and its financial condition improved appreciably, the Company incurred losses in
each of the prior eight years, and these losses were significant in the
aggregate. In addition, the Company incurred losses in the first quarter of
fiscal 1997 primarily from reduced revenues caused by the downturn in the
semiconductor industry. There is no assurance that future operations will be
profitable or that the Company's financial condition will not deteriorate. See
"SELECTED CONSOLIDATED FINANCIAL DATA," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION," and the Consolidated Financial
Statements and Notes thereto.

POSSIBLE FLUCTUATIONS IN THE SEMICONDUCTOR MARKET. The semiconductor
industry has historically been subject to significant market fluctuations and
periodic downturns, which often have had a disproportionately negative effect on
manufacturers of semiconductor capital equipment, including automatic handling
and testing equipment. The semiconductor industry is currently experiencing a
significant downturn, which is adversely impacting the Company's sales revenues
and financial performance. The Company's future financial results will depend
significantly on the level of market demand for IC devices. See "BUSINESS."

UNCERTAIN FUTURE OF NEW PRODUCTS. Because of the rapidly changing
technology and highly competitive nature of the Company's business, the Company
needs to continue to introduce new products in order to maintain or increase its
market share. The Company recently introduced two new handler products, the MCT
5100 and the MCT 7632. There can be no assurance that these or any other new
products will gain acceptance in the industry, and the failure of such products
to do so could have a material adverse effect on the Company's operating
results. See "BUSINESS - Products" and "Business - Research and Development."

TECHNOLOGY CHANGES AND PRODUCT OBSOLESCENCE. IC device handlers and
testers are subject to rapid and substantial technology change. In order to keep
pace with changes in technology, the Company must be able to bring new products
to market rapidly. If the Company fails to do so, developments by others may
render the Company's products or technologies obsolete or noncompetitive. See
"BUSINESS - Research and Development."

POSSIBLE ADVERSE IMPACT OF COMPETITION. The markets for the Company's
products are highly competitive. The Company's competitors include a number of
established companies that have significantly greater financial, technical and
manufacturing capabilities as well as greater name recognition than the Company.
There can be no assurance that the Company will be able to compete successfully
against current and future sources of competition, or that the competitive
pressures faced by the Company will not adversely affect its profitability or
financial performance. See "BUSINESS - Competition."

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's success is
dependent upon proprietary software and hardware technology which the Company
protects through trade secret laws, internal nondisclosure safeguards and
certain patents and copyrights. However, the Company may be vulnerable to
competitors who attempt to imitate its products. There can be no assurance that
the steps taken by the Company to protect its proprietary rights will be
adequate to prevent misappropriation of its technology or the independent
development by others of similar technology. In addition, the use of patents to
protect software and hardware has increased, and there can be no assurance that
third parties will not assert infringement claims against the Company in the
future. See "BUSINESS - Patents."

POSSIBLE LOSS OF KEY CUSTOMER. Sales of the Company's products to its
four largest customers accounted for 51 percent and 45 percent of total net
sales in fiscal 1996 and fiscal 1995, respectively. The Company expects that a
substantial percentage of its business will continue to be with a small number
of customers. The loss of any such major customer could have a significant
adverse effect on the Company's financial results. See "BUSINESS - Customers."

POSSIBLE ADVERSE IMPACT FROM USED EQUIPMENT SALES. From time to time,
the Company's handlers are sold as used equipment at prices substantially below
the prices of new handlers sold by the Company. Used equipment is sold by
original owners of the equipment and by a number of used equipment dealers. The
Company, through MCT Asia, its subsidiary in Singapore, sells used, refurbished
equipment with a limited warranty. Sales of used equipment may materially and
adversely affect the Company's sales of new handlers. See "BUSINESS -
Competition."

POTENTIAL VOLATILITY OF STOCK PRICE. The market price of the Common
Stock has fluctuated significantly since the initial public offering in October
1993. Factors such as announcements of new products by the Company or its
competitors and quarterly variations in financial results may cause the market
price of the Common Stock to fluctuate significantly in the future. See "PRICE
RANGE OF COMMON STOCK."

POSSIBLE ADVERSE IMPACT FROM SHARES ELIGIBLE FOR FUTURE SALE. At the
time of the Company's initial public offering in October, 1993, approximately
2,300,000 shares of the Company's Common Stock were subject to restrictions upon
their sale under federal securities law or lock-up agreements with the
underwriters. As to most of those shares, the restrictions on sale have ended
and the shares are eligible for sale. In addition, approximately 778,807 shares
are now eligible for issuance pursuant to exercise of outstanding options and
warrants (excluding shares underlying warrants registered for sale hereunder),
many of which would be immediately saleable upon exercise. The sale of a
substantial number of these shares into the public market could adversely affect
the market price of the Common Stock.

SEC INVESTIGATION. The Securities and Exchange Commission (the
"Commission") is conducting an investigation in response to financial reporting
irregularities announced by the Company in April 1994 dating back to fiscal 1993
and the first two quarters of fiscal 1994. The Company has submitted documents
to the Commission upon the Commission's request as part of the investigation. It
is possible that the Commission could impose civil fines and penalties against
the Company which could be material in the aggregate. See "BUSINESS - Legal
Proceedings."

NO DIVIDENDS. The Company has never declared or paid any cash dividends
on its Common Stock and does not anticipate paying any cash dividends in the
foreseeable future. The Company currently intends to retain future earnings to
fund the development and growth of its business. See "DIVIDEND POLICY."

POSSIBLE ADVERSE IMPACT FROM ISSUANCE OF PREFERRED STOCK. The Company's
Certificate of Incorporation authorizes the Board to issue up to 1,000,000
shares of Preferred Stock in the future without further stockholder approval and
upon such terms and conditions, and having such rights, privileges and
preferences, as the Board of Directors may determine. A total of 315,789 shares
of Preferred Stock have been issued. The rights of the holders of Common Stock
will be subject to, and may be adversely affected by, the rights of any holders
of Preferred Stock that may be issued in the future. The issuance of Preferred
Stock could have the effect of making it more difficult for a third party to
acquire, or discouraging a third party from acquiring, a majority of the
outstanding voting stock of the Company. The Company has no present plans to
issue any additional shares of Preferred Stock. See "DESCRIPTION OF CAPITAL
STOCK."

POSSIBLE ANTITAKEOVER IMPACT OF MINNESOTA LAW. On November 6, 1996, the
stockholders of the Company approved a change in the Company's state of
incorporation from Delaware to Minnesota. As a result, the Company is now
subject to the Minnesota Business Corporation Act, which includes several
provisions which make it more difficult for someone to acquire control of a
Minnesota corporation without approval of the Board of Directors, and which
could discourage unsolicited takeover attempts of the Company.
See "DESCRIPTION OF CAPITAL STOCK - Minnesota Law Provisions."

PLAN OF DISTRIBUTION

The Selling Stockholders include the investors who purchased 1,500,000
shares of the Company's Common Stock in a private placement that was completed
on August 17, 1995. In connection with the sale to investors, the Company agreed
to file a registration statement under Rule 415 under the Securities Act of 1933
allowing resale of the shares. The registration statement for this offering
became effective on January 30, 1996. As of the date of this prospectus, 675,000
of the 1,500,000 shares have been sold in this offering.

The Selling Stockholders also include Hambrecht & Quist Guaranty
Finance L.P. and its assigns ("H&Q"), which is offering 160,000 shares
underlying stock purchase warrants, and St. Paul Progress Corporation, which is
offering 10,000 shares underlying stock purchase warrants. The stock purchase
warrants were granted by the Company to the holders in connection with certain
prior loans made to the Company. The warrants were granted pursuant to
agreements allowing the holders to have the shares underlying the warrants
included in any registration statement filed by the Company under the Securities
Act of 1933, and the holders have requested inclusion of their shares in the
current registration statement. As of the date of this prospectus, H&Q has sold
35,000 of its 160,000 shares in this offering.

The Selling Stockholders also include Gunther A. Schaaf, former
President and Chief Executive Officer of the Company, who has sold all 40,000
shares offered by him in this offering. These shares were issued to him pursuant
to an agreement allowing him to have the shares included in any registration
statement filed by the Company under the Securities Act of 1933, and he
requested inclusion of the shares in the current registration statement.

The Company has agreed with the Selling Stockholders to keep the
Prospectus current for two years from the date it first becomes effective. The
two years will expire on January 30, 1998. The Company has also agreed to pay
the costs of the offering, except for the Selling Stockholders' own legal and
accounting fees, and except for any underwriting or selling discounts and
commissions.

Upon effectiveness of the Registration Statement, the Selling
Stockholders may use this Prospectus, as updated from time to time, to offer the
Shares for sale by the Selling Stockholders directly, or through underwriters,
broker-dealers or agents as designated from time to time, or through a
combination of such methods. Sales may be effected on the NASDAQ National Market
System or otherwise, at market prices prevailing at the time of sale, at prices
related to prevailing market prices, or at negotiated prices. Underwriters,
broker-dealers and agents will receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of the Shares for whom they may act as agent. Each Selling
Stockholder and any underwriters, broker-dealers or agents that participate in
the distribution of the Shares may be deemed to be underwriters under the
Securities Act of 1933 (the "Act").

The Shares may be sold on the NASDAQ National Market System or in
privately negotiated transactions. Sales of the Shares on the NASDAQ National
Market System may be made by one or more of the following means: (a) block
trades in which a broker-dealer will attempt to sell shares as agent but may
position and resell a portion of the block as principal to facilitate the
transactions; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) by any other means permitted by NASDAQ and applicable law. In addition,
any Shares which qualify for sale pursuant to Rule 144 under the Act may be sold
under Rule 144 rather than pursuant to this Prospectus.

Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares under any circumstances which require the filing of a supplemental
prospectus, a supplemental prospectus will be filed under Rule 424(c) under the
Act setting forth the names of the participating broker-dealers, the number of
Shares involved, the price at which such Shares were sold by the Selling
Stockholder, and the commissions paid or discounts or concessions allowed by the
Selling Stockholder to such broker-dealers. Each Selling Stockholder will be
subject to applicable provisions of the Securities Exchange Act of 1934, and the
rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of any shares of the Common Stock by the Selling
Stockholders.

The Company will not receive any proceeds from the sale of the Shares,
all of which are being sold by the Selling Stockholders. As a result, no
dilution will result from the sale of the Shares in this offering.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below as of June 29, 1996 and
June 24, 1995, and for each of the three fiscal years ended June 29, 1996 have
been derived from the audited financial statements of the Company included
elsewhere in this Prospectus which were audited by Deloitte & Touche LLP. The
selected consolidated financial data set forth below as of June 27, 1992, June
26, 1993 and June 25, 1994, and the fiscal years ended June 27, 1992 and June
26, 1993, are derived from audited financial statements of the Company not
included in this Prospectus. The selected consolidated financial data set forth
below as of September 30, 1995 and September 28, 1996 are derived from unaudited
financial statements of the Company included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
Three
Year Ended Months Ended
-------------------------------------------------------- ----------------------
June 27, June 26, June 25, June 24, June 29, Sept. 30, Sept. 28,
1992 1993 1994 1995 1996 1995 1996
-------- -------- -------- -------- -------- --------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ................................ $ 22,559 $ 33,104 $ 31,324 $ 23,635 $ 22,318 $ 6,890 $ 2,631
Cost of sales ............................ 11,980 15,642 16,996 12,896 9,319 2,692 1,220
-------- -------- -------- -------- -------- -------- --------
Gross profit ............................. 10,579 17,462 14,328 10,739 12,999 4,198 1,411
Operating expenses:
Selling, general and administrative . 11,393 10,976 15,216 11,267 7,933 2,439 1,774
Research and development ............ 3,805 3,925 6,141 3,727 4,260 644 844
Unusual and nonrecurring items (1) .. -- (837) 5,174 (6,178) (1,524) -- --
-------- -------- -------- -------- -------- -------- --------
Total operating expenses ....... 15,198 14,064 26,531 8,816 10,669 3,083 2,618
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations ................. (4,619) 3,398 (12,203) 1,923 2,330 1,115 (1,207)
Interest expense .................... (3,211) (1,897) (1,304) (420) (32) (9) (9)
Interest income ..................... 30 -- -- 148 278 13 88
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income taxes,
discontinued operations, and
and extraordinary item ................. (7,800) 1,501 (13,507) 1,651 2,576 1,119 (1,128)
Income tax provision ..................... 172 66 132 85 8 118 --
-------- -------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations ............................. (7,972) 1,435 (13,639) 1,566 2,568 1,001 (1,128)
Discontinued Operations (3)
Income (loss) from operations of
discontinued ITS subsidiary (less
applicable income taxes of $(6)
and $6 in fiscal 1992
and fiscal 1994 respectively) ..... (231) (1,357) (1,750) (632) -- -- --
Gain (loss) on disposal of ITS,
including provision of $227
in fiscal 1995 for operating losses
during phase-out period ........... -- -- -- (3,265) 652 474 --
-------- -------- -------- -------- -------- -------- --------
Income (loss) before extraordinary item .. (8,203) 78 (15,389) (2,331) 3,220 1,475 (1,128)
Extraordinary item (2) ................... -- 156 -- 1,005 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss) ........................ (8,203) 234 (15,389) (1,326) 3,220 1,475 (1,128)
Dividends on preferred stock ............. -- 540 158 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Income (loss) applicable to
common stock ........................... $ (8,203) $ (306) $(15,547) $ (1,326) $ 3,220 $ 1,475 $ (1,128)
======== ======== ======== ======== ======== ======== ========

</TABLE>

<TABLE>
<CAPTION>
Three
Year Ended Months Ended
------------------------------------------------------------ ----------------------
June 27, June 26, June 25, June 24, June 29, Sept. 30, Sept. 28,
1992 1993 1994 1995 1996 1995 1996
-------- -------- -------- -------- -------- --------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Income (loss) from continuing
operations ....................... $ (5.25) $ 0.77 $ (3.34) $ 0.30 $ 0.35 $ .16 $ (.15)
Discontinued Operations ............ $ (0.15) $ (0.73) $ (0.43) $ (0.74) $ 0.09 $ .08 $ --
Extraordinary item (2) ............. $ -- $ 0.08 $ -- $ 0.19 $ -- $ -- $ --
Net income (loss) attributable to
common stock ..................... $ (5.40) $ (0.17) $ (3.80) $ (0.25) $ 0.44 $ .24 $ (.15)
Average common and common
equivalent shares outstanding (3) 1,519 1,852 4,087 5,240 7,246 6,178 7,336

SELECTED BALANCE SHEET DATA:
Cash ............................... $ 310 $ 384 $ 845 $ 1,156 $ 7,793 $ 4,901 $ 8,035
Working capital .................... (4,181) 4,145 (6,599) 2,839 12,638 9,531 11,592
Net Assets of discontinued
operations (3) ................... 1,696 1,063 2,764 977 -- -- --
Total assets ....................... 18,224 21,434 31,796 11,532 16,980 16,691 16,051
Short-term debt, including current
portion of long-term debt ........ 745 681 10,146 363 352 350 340
Long-term debt and financing
obligations ...................... 11,688 17,213 25 41 183 23 171
Redeemable convertible preferred
stock ............................ 6,705 9,756 -- 1,500 1,500 1,500 1,500
Total stockholders' equity (deficit) (14,332) (14,519) 3,898 4,618 13,709 10,303 12,624
------- ------- ----- ----- ------ ------ ------

</TABLE>

(1) Unusual and nonrecurring items are primarily comprised of: 1993 -
$468,000 gain on settlement of delinquent property taxes, $108,000
reduction of accrued and unpaid vacation and a $261,000 reversal of
1991 and prior accruals; 1994 - $3,999,000 of costs incurred in the
proposed acquisition of SymTek Systems, Inc. and $1,175,000 provision
for settlement of shareholder lawsuit; 1995 - $5,194,000 gain on the
sale of the 1149 tester product line, $1,948,000 gain on the settlement
with SymTek Systems, $752,000 charge for severance costs for the
Company's former Chief Executive Officer, and a $212,000 charge for
closing a Japanese facility; 1996 - $1,524,000 gain on the resolution
of the escrow fund created from the sale of the 1149 tester product
line.

(2) In fiscal year 1993 the Company issued 20,000 shares of Series C
Convertible Preferred Stock with an estimated fair value of $44,000 in
settlement of $200,000 of outstanding trade payables. The difference
between the trade payables and the fair value of the stock issued
resulted in an extraordinary gain of $156,000. In fiscal year 1995, the
Company used $3.5 million of the proceeds from the sale of the 1149
tester product line in settlement of approximately $4.5 million of
outstanding trade payables, not including the payables assumed by
Megatest as part of the sale transaction. The difference between the
trade payables and the cash used resulted in an extraordinary gain of
approximately $1.0 million, net of $21,000 provision for taxes.

(3) In fiscal year 1995, the Company initiated a formal plan to sell the
Company's European subsidiary, Intertrade Scientific, Inc. (ITS). A
provision for the loss on the sale of approximately $3,038,000 was
recorded in the results of operations for the year ended June 24, 1995.
The net assets of ITS are reflected as "net assets of discontinued
operations" on the June 24, 1995 balance sheet and are primarily cash,
accounts receivable, inventory, property, plant and equipment, accounts
payable, and accrued liabilities. As a result of the final sales
agreement, the Company realized a net gain of $0.7 million on the
disposal of ITS, which was completed in the first quarter of fiscal
1996.

QUARTERLY RESULTS

The following table presents selected unaudited quarterly operating
results for the Company for the nine fiscal quarters ended September 28, 1996.

Three-Month Periods Ended
---------------------------------------------------------------------------------------------
Sept.24, Dec. 24, Mar. 25, June 24, Sept. 30, Dec. 30, Mar. 30, June 29, Sept. 28,
1994 1994 1995 1995 1995 1995 1996 1996 1996
------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales ............... $ 6,277 $ 5,479 $ 6,128 $ 5,751 $ 6,890 $ 5,484 $ 5,756 $ 4,188 $ 2,631
Cost of sales ........... 3,165 3,593 3,580 2,558 2,692 2,451 2,389 1,787 1,220
------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit ............ 3,112 1,886 2,548 3,193 4,198 3,033 3,367 2,401 1,411
------- ------- ------- ------- ------- ------- ------- ------- -------
Operating Expenses:
Selling, general and
administrative .... 3,502 3,967 2,078 1,720 2,439 1,540 1,893 2,061 1,774
Research and
development ....... 1,396 1,093 707 531 644 1,121 1,441 1,054 844
Unusual and non-
recurring items (1) -- (6,178) -- -- -- (1,524) -- -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses ............ 4,898 (1,118) 2,785 2,251 3,083 1,137 3,334 3,115 2,618
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from
operations .......... (1,786) 3,004 (237) 942 1,115 1,896 33 (714) (1,207)
Interest income
(expense), net ....... (198) (53) (23) 2 4 60 80 102 79
------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
income taxes,
discontinued
operations, and
extraordinary item .. (1,984) 2,951 (260) 944 1,119 1,956 113 (612) (1,128)
Income tax provision .... -- 92 17 (24) 118 (46) 4 (68) --
------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from
continuing
operations .......... (1,984) 2,859 (277) 968 1,001 2,002 109 (544) (1,128)

Discontinued
operations: .........
Income (loss) from
operations of
discontinued
ITS subsidiary .... (431) (437) 582 (346) -- -- -- -- --
Gain (loss) on
disposal of ITS,
including provision
of $227 in fiscal
year 1995 for
operating losses
during phase-out
period ............ -- -- -- (3,265) 474 -- -- 178 --
------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
extraordinary item .. (2,415) 2,422 305 (2,643) 1,475 2,002 109 (366) (1,128)
Extraordinary income
(2) ................. -- 1,005 -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) ....... $(2,415) $ 3,427 $ 305 $(2,643) $ 1,475 $ 2,002 $ 109 $ (366) $(1,128)
======= ======= ======= ======= ======= ======= ======= ======= =======

Per Share Data:
Income (loss) from
continuing
operations ........ $ (0.39) $ 0.54 $ (0.05) $ 0.18 $ 0.16 $ 0.26 $ 0.01 $ (0.07) $ (.15)
Discontinued
Operations ........ $ (0.09) $ (0.08) $ 0.11 $ (0.69) $ 0.08 -- -- $ 0.02 --
Extraordinary item .. -- $ 0.19 -- -- -- -- -- -- --
Net income (loss) ... $ (0.48) $ 0.64 $ 0.06 $ (0.51) $ 0.24 $ 0.26 $ 0.01 $ (0.05) $ (.15)
Weighted Average
Common and
Common equivalent
shares outstanding
- (3) .............. 5,041 5,326 5,243 5,238 6,178 7,605 7,663 7,646 7,336

(1) In fiscal year 1995 the Company recorded a $5,194,000 gain on the sale
of the 1149 tester product line, $1,948,000 gain on the settlement with
SymTek Systems, $752,000 charge for severance costs for the Company's
Chief Executive Officer, and a $212,000 charge for closing a Japanese
facility. In fiscal year 1996, the Company received approximately
$1,524,000 as resolution of the escrow fund created from the sale of
the 1149 tester product line.

(2) In fiscal year 1995, the Company used $3.5 million of the proceeds from
the sale of the 1149 tester product line in settlement of approximately
$4.5 million of outstanding trade payables, not including the payables
assumed by Megatest as part of the sale transaction. The difference
between the trade payables and the cash used resulted in an
extraordinary gain of $1.0 million, net of $21,000 provision for taxes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

OVERVIEW

During the year ended June 29, 1996, the Company moved to a more solid
financial base from the previous difficult year. The following major events
marked this turnaround: (1) the sale of Intertrade Scientific, Inc. (ITS), the
Company's European distribution subsidiary which had a long history of losses
and high cash usage; (2) net receipts of $4.6 million from a private placement
of the Company's common stock at a slight discount to the then current market
price; (3) significant investments both in management and resources into the MCT
Asian operations, which represent the largest direct service and sales operation
in Asia of any U.S. test handler company; (4) final settlement of the
shareholder lawsuit which was initiated in 1994; and (5) resolution of disputes
and receipt of final escrow funds held by Megatest Corporation from the sale of
the MCT 1149 Tester in November, 1994. These financial events contributed over
$7.7 million to the total year increase of $9.1 million in stockholders' equity.
Overall Company sales and manufacturing performance contributed the remaining
$1.4 million.

In addition, the following three new high-performance products were
introduced during the year, providing the foundation for revenue growth in the
coming years and addressing key growth areas in the marketplace: (1) Workstation
2000 - a 2000 Series Tester controller upgrade which increases throughput by 25
- - 50%; (2) 5100 SOIC Handler - a high capacity (14,000 units per hour), small
device, PC controlled test handler; and (3) 7632 Pick/Place Handler - a high
capacity, multiple-device-type test handler capable of testing 2 to 32 devices
at the same time.

The strategy of the Company in 1996 was simple and straightforward. The
first priority was to increase working capital to ensure the ability to both
operate effectively and begin accelerated development of new products to meet
the growing new device trends. Most of this was completed in the first and
second quarters. The second priority was to identify and develop technically
advanced handlers to satisfy the growing and ever changing requirements of the
Company's customers. These products were developed in the second and third
quarters as reflected in the high level of research and development expenses
recorded and the subsequent product introductions in the fourth quarter. The
third priority was to strengthen management staff to meet the challenges of the
rapid response requirements of the Company's customers, and to improve the
existing marketing and sales distribution functions. During fiscal year 1996,
there were several major management additions and changes within the Company's
organization driven by this goal.

In 1997, the Company will focus on enlarging the capabilities of the
newly introduced products and strengthening the marketing and sales
organizations. In addition, certain advanced technology product development
programs will be conducted.

RESULTS OF CONTINUING OPERATIONS

As previously discussed in this report, the Company sold its European
subsidiary, ITS, on September 25, 1995. The following discussion and analysis of
continuing operations excludes the results of ITS, which are reported as
discontinued operations.

The following table sets forth, for the periods indicated, certain
items in the Company's statements of operations as a percentage of net sales:

Three
Year Ended Months Ended
-------------------------------- --------------------
June 25, June 24, June 29, Sept. 30, Sept. 28,
1994 1995 1996 1995 1996
------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Net sales .............................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales .......................... 54.3 54.6 41.8 39.1 46.4
----- ----- ----- ----- -----
Gross margin ........................... 45.7 45.4 58.2 60.9 53.6
----- ----- ----- ----- -----
Operating expenses:
Selling, general and administrative 48.6 47.7 35.5 35.4 67.4
Research and development .......... 19.6 15.8 19.1 9.3 32.1
Unusual and nonrecurring items .... 16.5 (26.1) (6.8) -- --
----- ----- ----- ----- -----
Total operating expenses ..... 84.7 37.3 47.8 44.7 99.5
----- ----- ----- ----- -----
Income (loss) from operations .......... (39.0) 8.1 10.4 16.2 (45.9)
Interest income (expense), net (4.1) (1.1) 1.1 -- 3.0
----- ----- ----- ----- -----
Income (loss) before income taxes,
discontinued operations and
extraordinary item ........... (43.1) 7.0 11.5 16.2 (42.9)
Income tax provision .............. 0.4 0.4 -- 1.7 --
----- ----- ----- ----- -----
Income (loss) from continuing
operations ................... (43.5) 6.6 11.5 14.5 (42.9)
Income (loss) from discontinued
operations .................. (5.6) (16.5) 2.9 6.9 --
Extraordinary item ................ -- 4.3 -- -- --
Net income (loss) ................. (49.1)% (5.6)% 14.4% 21.4% (42.9)%
===== ===== ===== ===== =====

</TABLE>

FISCAL YEAR ENDED JUNE 29, 1996 COMPARED TO JUNE 24, 1995

NET SALES. Net sales for fiscal year 1996 were $22.3 million, down $1.3 million
or 5.6%, compared to $23.6 million in fiscal year 1995. Fiscal year 1995
included sales of the 1149 tester product line which was sold in November 1994.
Offsetting that decrease were sales generated from the Company's upgrade for its
2000 series tester, higher sales volumes of the Company's standard handler
products, its original 2000 series test system and its spare parts.

Sales information by geographic region is detailed in Note 12 of Notes to
Consolidated Financial Statements. Net sales in fiscal year 1996 to unaffiliated
customers in the U.S. were $9.5 million, down 14.4% or $1.6 million, compared to
$11.1 million in fiscal year 1995. Net sales in fiscal year 1996 to unaffiliated
customers in the Far East decreased by $1.2 million or 11.7%, to $9.1 million
from $10.3 million in fiscal year 1995. Sales increases in the Company's
standard handler products, spare parts, and 2000 series tester related products
partially offset the decrease resulting from the sale of the 1149 tester product
line. Net sales in fiscal year 1996 to unaffiliated customers in Europe
increased by $1.6 million or 72.7%, to $3.8 million from $2.2 million in fiscal
year 1995. The continuing strength of the European economy and of the
semiconductor industry during the first half of fiscal 1996 contributed to this
increase.

GROSS PROFIT. Gross profit in fiscal year 1996 increased 21.5% or $2.3 million
to $13.0 million from $10.7 million in fiscal year 1995. As a percentage of net
sales, gross margin improved to 58.2% in fiscal 1996 from 45.4% in fiscal 1995.
The improvement in gross margin was generated from changes in product mix,
manufacturing efficiencies and lower charges for inventory obsolescence.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
("SG&A") expense in fiscal year 1996 decreased $3.4 million or 30.1%, to $7.9
million from $11.3 million in fiscal year 1995. As a percentage of net sales,
the SG&A expense decreased from 47.7% in fiscal year 1995 to 35.5% in fiscal
year 1996. The first six months of fiscal 1995 contained expenses associated
with the 1149 tester product line which was sold in November 1994. Therefore,
headcount reductions due to the sale of the 1149 tester product line decreased
SG&A expenses in fiscal 1996. Additionally, professional fees were lower.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense increased
$0.6 million, or 16.2%, to $4.3 million from $3.7 million in fiscal year 1995.
As a percentage of net sales, R&D expense increased to 19.1% from 15.8% for last
fiscal year. The increase is due to the Company's development of its 7632 Pick
and Place handler and its 5100 High Speed Gravity Feed handler.

These new products are allowing the Company to enter market segments it did not
participate in previously. However, the success of these products is subject to
various risks and uncertainties, including customer acceptance, fluctuations in
the semiconductor market, technology changes and the possible adverse impact of
competition.

UNUSUAL AND NONRECURRING INCOME. In fiscal year 1996, the Company received
approximately $1.5 million from the resolution of disputes concerning the $2
million escrow fund created to cover certain contingencies in connection with
the November 1994 sale of the 1149 tester product line to Megatest Corporation.
Under the terms of the settlement, all disputes between the parties have been
resolved. The Company has classified this amount as an unusual and nonrecurring
gain in the results of operations for fiscal year 1996. In fiscal year 1995,
unusual and nonrecurring income and expense items consisted of a $5.2 million
gain on the sale of the 1149 tester product line, a $1.9 million gain on the
settlement with SymTek, a $0.8 million charge for costs associated with the
severance of the Company's Chief Executive Officer, and a $0.2 million charge
for closing a Japanese facility.

INTEREST INCOME AND EXPENSE. Interest expense decreased $0.4 million in fiscal
year 1996 due to decreased debt. The Company generated interest income of $0.3
million due to increased cash balances in fiscal year 1996. During fiscal year
1995, proceeds from the sale of the Company's 1149 tester product line were used
to reduce debt. Funds received in the private placement and from the escrow
settlement have reduced the need for new debt.

INCOME TAX PROVISION. During fiscal 1996, the Company incurred minimal tax
liability primarily related to foreign taxes. The Company has recorded valuation
allowances against all benefits associated with net operating loss carryforwards
due to uncertainty regarding their ultimate realization.

INCOME FROM CONTINUING OPERATIONS. Income from continuing operations for fiscal
year 1996 was $2.6 million, inclusive of an unusual and non-recurring gain of
$1.5 million. Income from continuing operations for fiscal year 1995 was $1.6
million which included an unusual and non-recurring gain of $6.2 million
principally relating to the sale of the Company's 1149 tester product line and a
gain on the settlement with SymTek Systems.

DISCONTINUED OPERATIONS. In fiscal year 1995, the Company recorded a $3.3
million loss for the disposal of ITS, based on management's plan to sell at May
31, 1995, and a letter of intent signed in August of 1995. As a result of the
final signed sales agreement, during fiscal year 1996, the Company recorded $0.7
million of income resulting from additional information on the disposal of ITS.

NET INCOME ATTRIBUTABLE TO COMMON STOCK. Net income attributable to common stock
for fiscal year 1996 was $3.2 million, a $4.5 million increase over the net loss
of $1.3 million in fiscal year 1995. The loss in fiscal year 1995 included
extraordinary income of $1.0 million relating to the gain on settlement of trade
payables.

FISCAL YEAR ENDED JUNE 24, 1995 COMPARED TO JUNE 25, 1994

NET SALES. Net sales for fiscal year 1995 were $23.6 million, down 24.6%, or
$7.7 million, compared to $31.3 million in fiscal year 1994. Sales of the 1149
tester product decreased $5.2 million due to the sale of that product line by
the Company in the second quarter of fiscal 1995. Sales of the Company's spare
parts, which include the 1149 tester spares, decreased by approximately $3.8
million. These decreases were offset by an increase of $1.3 million in sales of
the Company's 4610 Handler product.

Sales information by geographic region is detailed in Note 12 of Notes to
Consolidated Financial Statements. Net sales in fiscal year 1995 to unaffiliated
customers in Europe increased by $1.0 million, or 83.3%, to $2.2 million from
$1.2 million in fiscal year 1994. The increase is primarily attributable to the
turnaround in the semiconductor industry and the strengthening of the European
economy. Net sales in fiscal year 1995 to unaffiliated customers in the U.S.
were $11.1 million, down 24.0%, or $3.5 million, compared to $14.6 million in
fiscal year 1994. The decrease was primarily due to the sale of the Company's
1149 product line during the second quarter of fiscal year 1995. Net sales in
fiscal year 1995 to unaffiliated customers in the Far East decreased by 34.0% or
$5.3 million, to $10.3 million from $15.6 million in fiscal year 1994, due
primarily to the sale of the Company's 1149 product line.

GROSS PROFIT. Gross profit in fiscal year 1995 decreased $3.6 million or 25.2%
to $10.7 million from $14.3 million in fiscal year 1994. Fiscal year 1995's
gross profit as a percent of net sales of 45.4% remained relatively consistent
with fiscal year 1994's gross profit of 45.7%. This continued lower level of
gross profit was attributable to the sale of the 1149 tester product line and
significant charges for obsolete inventory, primarily due to component parts
purchased and assembled in anticipation of customized sales which did not occur
due to the lack of customer commitments and failure of the Company to meet
design specifications.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense in fiscal year 1995 decreased $3.9 million or 25.7%, to $11.3 million
from $15.2 million in fiscal year 1994. The decrease was primarily attributable
to lower selling expenses due to headcount reductions caused by the 1149 Tester
product line sale. As a percentage of net sales, the selling, general and
administrative expense decreased from 48.6% in fiscal year 1994 to 47.7% in
fiscal year 1995.

RESEARCH AND DEVELOPMENT EXPENSE. In fiscal year 1995, research and development
expense decreased $2.4 million, or 39.3%, to $3.7 million from $6.1 million in
fiscal year 1994. The decrease was primarily due to headcount reductions caused
by the sale of the 1149 tester product line. As a percentage of net sales,
research and development expenses decreased to 15.8% from 19.6% for the prior
year.

UNUSUAL AND NONRECURRING INCOME AND EXPENSE. In fiscal year 1995, unusual and
nonrecurring income and expense items consisted of a $5.2 million gain on the
sale of the 1149 tester product line, a $1.9 million gain on the settlement with
SymTek, a $0.8 million charge for costs associated with the severance of the
Company's Chief Executive Officer, and a $0.2 million charge for closing a
Japanese facility.

INTEREST EXPENSE. Net interest expense decreased $1.0 million or 76.9%, to $0.3
million in fiscal year 1995 from $1.3 million in fiscal year 1994. The decrease
is due to the reduction of debt made possible by the proceeds received from the
sale of the 1149 tester product line. As a percentage of net sales, interest
expense decreased to 1.1% from 4.1%.

INCOME TAX PROVISION. The Company's income tax provision for fiscal year 1995
and fiscal year 1994 was attributable to alternative minimum taxes and foreign
income taxes. The Company has recorded valuation allowances against all benefits
associated with net operating loss carryforwards due to uncertainty regarding
their ultimate realization.

QUARTER ENDED SEPTEMBER 28, 1996 COMPARED TO SEPTEMBER 30, 1995

NET SALES. Net sales for the first quarter ended September 28, 1996, were $2.6
million, a decrease of $4.3 million or 62.3% from $6.9 million a year ago. The
slowdown in the semiconductor industry, combined with relatively low sales order
backlog levels at fiscal year-end 1996, severely impacted revenues for the first
quarter of fiscal year 1997. The impact was felt in all of the geographic areas
in which the Company operates. The Company anticipates that sales will continue
to be below comparable periods for 1996, unless semiconductor market conditions
improve significantly.

GROSS PROFIT. Gross profit for the first quarter of 1997 was $1.4 million, a
decrease of $2.8 million or 66.7% from $4.2 million of a year ago. Gross margin
was 53.6%, compared to 60.9% for the same period last year. The reduction in
gross margin is attributable to changes in product mix and to unabsorbed
overhead expenses due to lower production levels. The Company anticipates that
quarterly gross margins on current products for fiscal year 1997 will continue
to be adversely affected by unabsorbed overhead costs, unless semiconductor
market conditions improve significantly.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense in the first quarter of 1997 was $1.8 million, a decrease of $0.6
million or 25.0% from $2.4 million of a year ago. The reduction is attributable
to efforts to contain costs, focused primarily in personnel, consulting and
facility expense reductions. As a percentage of net sales, SG&A increased to
69.2% for the first quarter of 1997 from 34.8% for the same period last year.
The percentage increase is due to the lower net sales level.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development (R&D) expense for the
first quarter of fiscal 1997 increased $0.2 million or 33.3% to $0.8 million
from $0.6 million for the same period one year ago. As a percentage of net
sales, R&D expenses increased to 30.8% from 8.7% in the prior year. The R&D
expenditures and management's plans to continue significant investment in R&D
reflect the Company's continued focus on new product offerings.

INTEREST INCOME. The Company generated net interest income during the quarter of
$79,000 as compared to $4,000 for the same period one year ago. The increase in
net interest income is due to the Company's strengthened cash position and
reduced debt level in the first quarter of fiscal 1997 versus 1996.

NET INCOME (LOSS). Net loss attributable to common stock for the first quarter
of fiscal 1997 was $1.1 million as compared to net income of $1.5 million
(including $0.5 million of income from discontinued operations) for the first
quarter of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED JUNE 29, 1996

During fiscal year 1996, the Company used $0.3 million of cash in its operating
activities. The primary uses of cash were the payments of accounts payable and
accrued liabilities. Capital expenditures for fiscal 1996 were $0.6 million.

In August of 1995 the Company completed a private placement offering of
1,500,000 shares of Common stock resulting in net proceeds of $4.6 million from
several accredited investors. The proceeds from the private placement were used
for working capital purposes.

In December of 1995, the Company received $1.5 million in settlement of the
escrow agreement established with Megatest Corporation in connection with the
sale of the 1149 tester product line which occurred in November of 1994. These
funds were also used for working capital purposes.

In February of 1996, the Company received $500,000 from Hambrecht & Quist
Guaranty Finance L.P. ("H&Q") pursuant to its exercise of stock purchase
warrants for 160,000 shares of the Company's common stock. H&Q had earned these
warrants under a previous financing agreement it had entered into with the
Company. The Company is using these funds for working capital purposes.

During fiscal year 1995, the Company used $5.9 million of cash in its operating
activities. The primary uses of cash in operating activities were $7.8 million
for the settlement of accounts payable and accrued liabilities. Cash used by
operating activities was partially offset by the sale of inventory accumulated
during prior fiscal years and improved collection of accounts receivable.

In the second quarter of fiscal year 1995, the Company completed the sale of its
1149 tester product line to Megatest. The sale generated $10.8 million in cash,
as well as a $1.9 million decrease in liabilities assumed by Megatest.
Concurrent with the acquisition, Megatest purchased 315,789 shares of the
Company's Non-voting Series A Preferred stock for $1.5 million.

Also during the second quarter of fiscal 1995, the Company used $3.5 million of
the proceeds from the sale of the 1149 tester product line in settlement of $4.5
million of outstanding trade payables. The difference between the trade payables
and the cash used resulted in an extraordinary gain of $1.0 million, net of
$21,000 provision for taxes. The Company also reached a settlement with SymTek,
consequently realizing a one-time gain of $1.9 million, ($1.3 million was
received in cash, and $0.6 million was a reduction in liabilities).

In addition, upon the closing of the sale of the Company's 1149 tester product
line, the Company repaid $500,000 on its financing arrangement with H&Q,
purchased the equipment subject to the Company's equipment lease with H&Q for
$640,137 and deposited $3,710,950 with H&Q to secure current and future
obligations of the Company. In return, H&Q extended the term of the financing
arrangement. Effective December 23, 1994, the financing arrangement with H&Q was
terminated and all amounts owed were paid by the Company from the deposit. The
Company repurchased 140,000 common shares from H&Q for $1,400,000 pursuant to a
put option. At that time, all current agreements with H&Q were terminated and
replaced with a new lease on the Company's world headquarters building effective
through April of 1996. In May of 1995, H&Q determined that the deposit amounts
on hand were sufficient to release the Company from the obligation to make
further monthly lease and deposit payments.

Current assets at June 29, 1996, were $15.7 million, or $6.0 million higher than
the amount of current assets of $9.7 million at June 24, 1995. This increase is
principally due to an increase in cash of $6.6 million offset by amortization of
the Company's prepaid lease costs.

Current liabilities at June 29, 1996, were $3.1 million, a decrease of $3.8
million from the amount of current liabilities of $6.9 million at June 24, 1995.
Settlement of the shareholders' lawsuit by the issuance of 200,000 shares of
common stock eliminated the $1.2 million reserve that existed at June 24, 1995.
The remaining decrease is due to reduction of accounts payable and accrued
liabilities and amortization of unearned service revenue.

Working capital was positive at the end of the fiscal year 1996 at $12.6
million, an increase of $9.7 million since June 24, 1995. The increase is
primarily due to the cash proceeds from the private placement and the funds
received from the escrow settlement.

Management believes that cash flows from operations will sustain the Company's
continuing operation at their current level. The Company's anticipated capital
needs for fiscal 1997 are related to the development of additional handler
products. The Company currently anticipates no significant asset purchases.

QUARTER ENDED SEPTEMBER 28, 1996

In February 1996, the Company received $0.5 million from Hambrecht & Quist
Guaranty Finance L.P. ("H&Q") pursuant to its exercise of stock warrants for
160,000 shares of the Company's common stock. In December 1995, the Company
received $1.5 million in settlement of the escrow agreement established with
Megatest Corporation in connection with the November 1994 sale of the 1149
tester product line. In August 1995, the Company completed a private placement
offering of 1,500,000 shares of the Company's common stock receiving net
proceeds of $4.6 million. These funds are being used for operations and the
unused portion is currently held in interest-bearing cash equivalents.

The Company generated $0.2 million of cash in its operating activities during
the quarter ended September 28, 1996, compared to cash used in operations of
$2.0 million in the same period the preceding year. Net loss and income,
respectively, offset by changes in accounts receivable, were the primary factors
for each of the periods.

Capital expenditures for the first three months of fiscal 1997 were $20,000,
compared to $50,000 in the previous year. The Company does not anticipate making
significant capital investments in fiscal 1997.

At September 28, 1996, the Company had cash and cash equivalents of $8.0
million, versus $7.8 million at June 29, 1996.

Current assets at September 28, 1996 were $14.8 million, or $0.9 million lower
than the amount of current assets of $15.7 million at June 29, 1996. The $1.0
million decrease in accounts receivable was partially offset by the $0.2 million
increase in cash.

Current liabilities at September 28, 1996 were $3.3 million, an increase of $0.2
million compared to $3.1 million at June 29, 1996. An increase in unearned
service revenue was partially offset by a reduction in accounts payable and
accrued liabilities.

The Company's operations have been funded with proceeds from the private
placement, escrow settlement and operating cash flows. Management believes that
cash and cash equivalents on-hand, and anticipated cash flows from operations,
are sufficient to sustain the Company's current operations in the current
semiconductor market environment through the current fiscal year.

FEDERAL TAX MATTERS

The Company paid only nominal federal and state income taxes in fiscal
years 1994, 1995 and 1996. At June 29, 1996, the Company had federal net
operating loss carryforwards for tax reporting purposes of approximately $23.7
million, a portion of which is subject to annual limitation under Section 382 of
the Internal Revenue Code. See Note 7 of Notes to Consolidated Financial
Statements.

FOREIGN CURRENCY EFFECTS

The vast majority of the Company's transactions are denominated in U.S.
dollars; as such, fluctuations in foreign currency exchange rates have
historically had little impact on the Company.

EFFECTS OF INFLATION

Inflation has not been a significant factor in the Company's
operations over the last three fiscal years, and it is not expected to affect
operations in the future.

IMPACT OF ACCOUNTING STANDARDS

In October 1995, the Financial Accounting Standards Board issued SFAS
No. 123, "Accounting for Stock-Based Compensation." The Company adopted the
disclosure provisions of SFAS No. 123 in the first quarter of fiscal 1997 for
employee stock-based grants, the effect of which was not material for the
period.

RISK FACTORS

Except for the historical information contained herein, certain of the
matters discussed in this annual report are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. These
"forward-looking statements" involve certain risks and uncertainties, including,
but not limited to, the following: (1) fluctuations and periodic downturns in
the semiconductor market which often have had a disproportionately negative
effect on manufacturers of semiconductor capital equipment; (2) rapid changes in
technology and in tester and handler products, which the Company must respond to
successfully in order for its products to avoid becoming noncompetitive or
obsolete; (3) customer acceptance of the Company's new products, including the
MCT 5100 and MCT 7632 handlers; (4) possible loss of any of the Company's key
customers, who account for a substantial percentage of the Company's business;
and (5) the possible adverse impact of competition in markets which are highly
competitive. All forecasts and projections in this report are "forward-looking
statements," and are based on management's current expectations of the Company's
near-term results, based on current information available pertaining to the
Company, including the risk factors discussed above. Actual results could differ
materially.

PRICE RANGE OF COMMON STOCK

From October 18, 1993 through September 15, 1994, the Company's Common
Stock was traded on the NASDAQ National Market System. Between September 15,
1994 and October 23, 1995, the Common Stock was traded on the OTC Bulletin
Board. From October 23, 1995 until June 19, 1996 the stock was traded on the
NASDAQ Small Cap Market. The stock resumed trading on the NASDAQ National Market
System on June 19, 1996.

The following table sets forth the high and low prices for the
Company's stock as reported by NASDAQ and the OTC Bulletin Board for the periods
indicated:

Fiscal 1997
-----------
High Low
---- ---
First Quarter $ 3 1/2 $ 1 7/8
Second Quarter (through Nov. 12) 3 1 13/16

Fiscal 1996
-----------
High Low
---- ---
First Quarter $ 7 3/8 $ 3
Second Quarter 8 6 1/2
Third Quarter 6 7/8 4
FourthQuarter 5 1/8 3 3/8

Fiscal 1995
-----------
High Low
---- ---
First Quarter $ 6 1/4 $ 2 1/2
Second Quarter 5 7/8 1 7/8
Third Quarter 3 7/8 1 1/2
Fourth Quarter 3 1/4 1 1/2

The above prices reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.
The approximate number of holders of record of the Common Stock as of November
12, 1996 was 321.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
stock and does not anticipate paying any cash dividends in the foreseeable
future. No dividends may be paid on the Company's Common stock while any
cumulative dividend remains accrued and unpaid on the Company's Non-Voting
Series A Preferred Stock. The Company currently intends to retain future
earnings to fund the development and growth of its business.

BUSINESS

GENERAL

Unless the context otherwise requires, references in this Prospectus to
the Company or MCT refer to Micro Component Technology, Inc. and its
consolidated subsidiaries. The Company was incorporated in Minnesota on June 20,
1972, was reorganized as a Delaware corporation on June 28, 1983, and was
reorganized as a Minnesota corporation on November 6, 1996. The Company has one
wholly-owned active subsidiary, Micro Component Technology Asia Pte. Ltd. ("MCT
Asia"). The Company's principal executive offices are located at 3850 North
Victoria Street, St. Paul, Minnesota 55126 and its telephone number at that
location is (612) 482-5100.

The Company designs, manufactures, markets, services and distributes
automatic test equipment ("ATE") consisting of both handling and testing
equipment for integrated circuit ("IC") devices manufactured by the
semiconductor industry. Today, IC devices are found in a rapidly increasing
number of items as varied as clock radios, telecommunication products (i.e.,
phones and pagers), automotive electronics and computers.

BACKGROUND

On October 18, 1993 the Company completed an initial public offering of
2,200,000 shares of its Common stock resulting in net proceeds to the Company of
$21.7 million. Simultaneous with the closing, all series of Redeemable Preferred
Stock, Class B Non-voting Common stock, and the outstanding Subordinated
Debentures were exchanged or converted into shares of Common stock.

On November 22, 1994, the Company completed the sale of its 1149 tester
product line to Megatest Corporation. Concurrent with this sale, Megatest
purchased 315,789 shares of the Company's Non-Voting Series A Preferred Stock.

On September 25, 1995, the Company completed the sale of its European
subsidiary, Intertrade Scientific, Inc. ("ITS"). The Company continues to
distribute its products in Europe through another distributor.

The Company's fiscal year ends on the last Saturday of June.

PRODUCTS

HANDLING EQUIPMENT
Handlers are electro-mechanical systems which are connected to a tester
in order to automate the IC testing process. The handlers thermally condition
the IC devices, provide electrical contact between the IC and the tester, and
then sort the IC's based upon the results of the testing. Handlers should
present IC devices to the tester efficiently to ensure maximum utilization of
the tester and should handle the IC devices without causing damage that would
render them unusable. Handlers are often operated 24 hours a day, seven days a
week. As handlers are comprised of many moving parts, high reliability and ease
of maintenance are essential. Although the most effective handler designs reduce
the amount of complex mechanisms, the industry is characterized by a wide
variety of handling techniques, many of which are extremely complex.

Handler architecture also needs to offer flexibility. While many
manufacturers currently dedicate handlers to a single IC device package over a
long production run, manufacturers want to be able to modify the handlers to
process different types of IC devices to preserve the value of their investment
in handling equipment.

Furthermore, handler designers must consider the contact set, which is
the critical mechanical and electrical interface between the tester and the IC
device under test. While not all handler manufacturers offer contact sets,
higher test performance can be anticipated from those handlers in which contact
sets are fully integrated into the handler design. Additionally, those
manufacturers not providing contact sets require the customers bear the burden
of integrating testers, contact sets, and handlers.

MCT 4610 SURFACE MOUNT DEVICE HANDLERS
The MCT 4610 Handlers are designed for test handling of surface mount
devices that are transported in tubes. These handlers rely on gravity to move
untested IC devices from the top of the handler, where the temperature of the IC
device is modified, to the test site and out to the output bins. The MCT 4610
Handlers are convertible for use with new types of IC devices through the
purchase of package conversion kits which are available for approximately 20% of
the cost of a new handler. There are currently over 50 different package
conversion kits available. Although it can process certain surface mount IC
devices, the MCT 4610 Handler is not designed to accommodate surface mount IC
devices with package widths of 150/1000 inch or narrower, although such packages
constitute a significant portion of the surface mount IC device market.

High throughput is achieved on the MCT 4610 Handlers through short
intervals between tests, a lower device jam rate and, in the case of the 4610
DUAL Handler, the utilization of two test sites. Dual test sites allow devices
to be tested in parallel or in alternation, which maximizes tester usage by
testing one IC device while another IC device is being moved to the test site.

The comprehensive lead protection system in MCT 4610 Handlers minimizes
device-to-device impact without limiting the throughput of the handler. The
output tracks may be equipped with optional output adapters specific to the
customer's tubes being used to transport devices. This prevents the leads from
being damaged by incorrect tube placement.

MCT 5100 FINE PITCH SURFACE MOUNT DEVICE HANDLER
The MCT 5100 is a new high speed handler for handling small outline
integrated circuits (SOIC). The new fine pitch SOIC packages are very light and
are difficult to handle in traditional gravity feed handlers. These devices
range from 0.110 inches wide to 0.300 inches wide and have lead pitch down to
0.012 inches. The MCT 5100 uses a combination of gravity feed and pick and place
technology to reliably move parts through the handler. The MCT 5100 is capable
of testing one to four devices in parallel with throughput of 7,200 units per
hour per site. This makes the MCT 5100 one of the fastest handlers available in
the market today. The system is controlled by a high speed computer that
monitors all functions of the handler and is capable of producing reports to
operators and management describing test efficiency, handler uptime, test yield,
operator identification, lot statistics and other customer defined data. The
handler can be configured with several different kits for varying customer
requirements. The Company began shipping the MCT 5100 during fiscal year 1996
and anticipates it will provide a material contribution to fiscal year 1997
revenue.

MCT 7632 FINE PITCH PICK AND PLACE HANDLER
The MCT 7632 is a new handler for high volume manufacturing of memory
and other semiconductor devices. The MCT 7632 can accommodate a large variety of
package types including the traditional PLCC, LCC and PGA packages and the more
difficult to handle SOIC, TSOP, TSSOP, and BGA packages. The handler uses pick
and place technology to pick up devices from carriers, move them to the test
site, and then move them to the appropriate bin after test. The MCT 7632 can
test from 1 to 32 devices in parallel at temperatures ranging from -60 degrees
Centigrade to +160 degrees Centigrade. The handler has a unique capability of
being able to load and unload devices from carriers while testing without
interrupting system operation. This capability, called HotSwap(TM), provides for
very high throughput and ease of use in a production environment. Like the MCT
5100, the MCT 7632 is controlled by a high speed computer that monitors all
functions of the handler and is capable of producing reports to operators and
management describing test efficiency, handler uptime, test yield, operator
identification, lot statistics and other customer defined data. The Company
anticipates shipments of the MCT 7632 will begin during fiscal 1997.

OTHER HANDLER PRODUCTS
The Company also sells the MCT 3600 Handler and MCT 8000 Handler. These
handlers are dedicated to transporting a variety of dual in-line pin package
("DIP") devices.

TESTING EQUIPMENT
Testers are specialized, computer-controlled electronic systems that
are programmed by a user to perform electrical evaluation of IC devices
including proper functionality, voltage and current characteristics, and
critical timing parameters. During the design and engineering phase of the
development of an IC device, testers serve as precision engineering tools for
design verification, characterization (the process of determining the range and
nature of a device's operating variables) and failure analysis. During
manufacturing, IC devices are tested several times to segregate functional from
nonfunctional devices ("functional test") and to measure the variable parametric
or performance characteristics of the devices ("performance test").

During fiscal 1995, the Company sold its 1149 product line to Megatest
Corporation, allowing the Company to focus upon recapturing its market position
as the premier handler company. The Company did retain its mature tester product
line, the MCT 2000 Series. The Company is providing spare parts and additional
pin cards, and is also performing board repair, maintenance contracts, and
refurbishing units as a means of supporting the large installed base of
equipment.

In addition to the ongoing support, the Company has developed a new
workstation for controlling these test systems. The MCT Workstation 2000 is a
Pentium PC based workstation that provides much greater throughput by reducing
test times up to 60% on certain device types. The Workstation 2000 can be
installed in the field on existing test systems, significantly increasing test
capacity of the installed test systems. Sales of the Workstation 2000 began in
fiscal year 1996.

See MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION for a discussion of certain risk factors related to the sale
of these new products.

MARKETING AND SALES

The Company markets its products throughout the world primarily to IC
device manufacturers through its own sales force and, in selected geographical
areas, independent sales representatives. The Company's marketing and sales
efforts are organized around three regional divisions: the United States and
Canada, Asia, and Europe. Sales in Europe are made through an exclusive
independent distributor.

The Company augments its sales efforts with direct customer
support/service engineers based in the field. These engineers are specialists in
the Company's product portfolio and work with the customers to help determine
product requirements, install the Company's equipment, and train the customers'
operators and maintenance technicians on the proper use and care of the
Company's equipment. These engineers also help identify emerging markets for new
products and are supported by the Company's design center at St. Paul,
Minnesota.

MCT ASIA
As semiconductor manufacturers move responsibility for ATE purchasing
to the factory level, the Company's operations in the Pacific Rim region have
become increasingly important. With a presence established 15 years ago, the
Company operates MCT Asia Pte., Ltd., and its wholly-owned subsidiary, MCT Asia
(Penang) Sdn. Bhd., with offices in Singapore and Penang, Malaysia respectively.
MCT Asia, the regional headquarters, also controls 85% of a company, MCT
Beijing, in a partnership with the Institute for Integrated Circuit Testing in
Beijing, PROC. To complete the region's sales coverage, MCT Asia uses sales
representative companies in the Philippines, Korea and Taiwan.

The Company has stationed service engineer personnel in Singapore;
Penang, Malaysia and Bangkok, Thailand for a rapid response to any customer
problem in the Far East. Additionally, a complete board-repair facility in
Penang, Malaysia provides the Company's Asian customers with local board service
and repair capabilities.

WORLDWIDE SUPPORT

The Company maintains customer support centers in 15 offices worldwide,
located in the U.S., the Far East, and Europe. The Company believes that its
direct sales, service and applications personnel add significant value to its
products, thereby enhancing their marketability and fostering long-term customer
loyalty. The sales staff encourages "partnering" relationships in which the
Company's sales and engineering personnel are assigned to work closely with the
Company's major customers to determine the most cost-effective solutions for
their ATE needs. As a result, the customer gains detailed insight into the
benefits of the Company's product offerings and the Company has an opportunity
to demonstrate its products as optimized for that customer.

The Company offers initial applications development and comprehensive
installation support at no additional charge, thereby eliminating a portion of
the customer's overhead associated with installing a piece of capital equipment.
Additionally, when the Company's engineers install equipment, they are able to
verify that the overall performance of the customer's system is optimized by (1)
mechanically adjusting all handler mechanisms to the positions enabling the
smoothest operation, and by (2) properly calibrating the handler temperature
systems to ensure accurate temperature control. The Company's engineers then run
a test of the customer's IC devices and analyze the results to verify that the
handler meets all performance specifications. The Company typically provides a
one-year warranty against defects for its handlers and related system
components.

As with pre-sale support, continuing maintenance and service enhance
customer satisfaction by ensuring maximum uptime, yield and tester utilization.
These support services also generate significant revenues for the Company.

SEASONALITY IN QUARTERLY OPERATING RESULTS

During each quarter, the Company customarily sells a relatively small
number of systems which carry a high average selling price. Although the Company
believes its sales are not seasonal in nature, a small change in the number of
products shipped in a quarter can have a significant impact on results of
operations for that particular quarter. Moreover, production difficulties could
delay shipments. Accordingly, the Company's operating results may vary
significantly from quarter to quarter and could be adversely affected for a
particular quarter if shipments for that quarter were lower than anticipated.
The Company's quarterly operating results may also be affected by, among other
factors, the timing of new product introductions, fluctuations in the
semiconductor market and the actions of competitors.

CUSTOMERS

The Company expends substantial efforts to maintain its relationships
with its existing major customers in order to increase the likelihood that these
manufacturers will continue to select the Company's testers and/or handlers for
their future generations of IC devices. However, it is difficult to obtain
significant new ATE customers.

The Company's four largest customers by product sales volume during
fiscal year 1996 were SGS Thomson Micro Electronics, Inc. ("SGS"), Philips
Semiconductors ("Philips"), Advanced Micro Devices ("AMD") and Motorola
Incorporated ("Motorola"). Net sales from continuing operations to the Company's
four largest customers accounted for approximately 59% of the Company's total
net sales in fiscal year 1994, approximately 45% of the Company's total net
sales in fiscal year 1995, and approximately 51% of the Company's total net
sales in fiscal year 1996.

The Company expects that sales to SGS, Philips, AMD and Motorola will
continue to account for a high percentage of its net sales in the foreseeable
future, and believes that its success depends in large part upon the success of
the IC devices being tested by these and other major customers. The loss of a
major customer or any reduction in orders by such a customer, including
reductions due to market or competitive conditions in the semiconductor
industry, would have an adverse effect on the Company's results of operations.
In addition, the Company's ability to increase its net sales will depend in part
upon its ability to obtain orders from new customers. No assurance can be given
that the Company will be able to do so.

BACKLOG

As of June 29, 1996, the Company's backlog of unfilled orders was $1.6
million, compared with $4.5 million as of June 24, 1995. Substantially all of
the backlog as of June 29, 1996 is expected to be shipped in the first half of
fiscal year 1997. Since a substantial majority of the shipments made in a given
quarter are usually made during the latter part of the quarter, backlog as of a
date in the middle of the quarter will typically be greater than backlog at
quarter end. The Company includes in backlog only those orders to which a
purchase order number has been assigned by the customer and for which a delivery
schedule has been specified. All orders are subject to cancellation by the
customer with limited charges. The Company's backlog at a particular date is not
necessarily indicative of actual sales for any succeeding period.

RESEARCH AND DEVELOPMENT

As an important element of its business strategy, the Company works
closely with its customers to develop new products and enhancements of existing
products to meet the evolving needs of the ATE market, particularly with respect
to emerging IC devices, while providing the lowest cost of test. The Company
relies primarily on its internal engineering capabilities to develop new
products and existing product enhancements. The Company may participate in
joint-development arrangements when it believes a higher quality, lower cost
product would result. An ongoing goal of the Company's research and development
activities is to reduce the time required to develop new products and bring them
to market. As handlers become increasingly complex, the development of improved
software for the Company's products becomes increasingly important. The Company
currently develops all software in-house and plans to expand its expertise in
this area subject to the availability of financial and personnel resources.

For fiscal years 1994, 1995 and 1996, the Company's expenses relating
to research and development were $6.1 million, $3.7 million and $4.3 million,
respectively.

PATENTS

The Company attempts to protect the proprietary aspects of its products
with patents and copyrights, and through trade secret laws and internal
nondisclosure safeguards. The source code for all software contained in the
Company's products is protected as a trade secret and as unpublished copyrighted
work. In addition, the Company has entered into nondisclosure and invention
assignment agreements with each of its key employees. Despite these
restrictions, it may be possible for competitors or customers to copy aspects of
the Company's products or to obtain information which the Company regards as a
trade secret. Moreover, because of the rapid pace of technological changes in
the ATE industry, the Company believes that patent, trade secret and copyright
protections are less significant to its competitive position than factors such
as the technical competence and creative skills of the Company's personnel, the
rapid development of new products, frequent product enhancements, the Company's
name recognition and ongoing reliable product maintenance and support.

Other companies and inventors may receive patents that contain claims
applicable to the Company's products. The sale of the Company's products covered
by such patents could require licenses that may not be available on acceptable
terms.

MANUFACTURING AND SUPPLY

The Company's principal manufacturing activities consist of assembly
and final test. The Company's components, selected subassemblies and machine
parts are manufactured by third parties in the United States. However, the
company maintains its own machine shop, primarily for handling special materials
and product development.

COMPETITION

The IC device ATE industry is highly competitive. The Company faces
substantial competition throughout the world, primarily from ATE manufacturers
in the United States and Japan. The Company's primary competitors in the handler
market are Advantest, ASECO Corporation, Aetrium Incorporated (which includes
its 1994 purchase of the bankrupt SymTek Systems, Inc.), Delta Design, Kuwano,
Multi-Test GmbH and Tesec. From time to time, the Company's older generation
handlers are sold as used equipment at prices substantially below the prices of
new handlers sold by the Company. This may materially and adversely affect the
Company's sales of new handlers. Used equipment is sold by original owners of
the equipment and by a number of used equipment dealers. It is also sold as
refurbished equipment with a limited warranty by the Company's Singapore office,
MCT Asia.

The principal elements of competition in the Company's markets include
versatility, price, product performance and throughput capability, quality and
reliability, customer service and support and the ability to deliver on
schedule. Although the Company believes that it competes favorably with respect
to each of these factors, new product introductions by the Company's competitors
could cause a decline in sales or loss of market acceptance of the company's
existing products. In addition, increased competitive pressure could lead to
intensified price-based competition, resulting in lower prices and adversely
affecting the Company's operating results. In particular, at the end of a
product life cycle and as competitors introduce more technologically advanced
products, pricing pressure for that product typically becomes more intense.

EMPLOYEES

As of June 29, 1996, the Company had a total of 165 employees,
including 73 (or 44%) engaged in manufacturing, 32 (or 19%) in engineering and
research and development, 32 (or 19%) in sales, marketing and service, and 28
(or 18%) in administration. Many of the Company's employees are highly skilled,
and the Company believes its future success will depend in large part on its
ability to attract and retain such employees. None of the Company's employees is
covered by a collective bargaining agreement, and the Company has experienced no
work stoppages. The Company considers its employee relations to be good.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

The Company operates in three geographic areas. Summarized data for the
Company's operations is included in Note 12 of Notes to Consolidated Financial
Statements, included elsewhere herein.

PROPERTIES

The Company's principal executive and administrative offices as well as
its manufacturing operations utilize approximately 81,000 square feet in a
facility in St. Paul, Minnesota. This facility is leased through April 1997. The
current monthly rental expense for this facility is approximately $66,600. This
includes the cost of utilities, taxes, insurance, building maintenance and
housekeeping.

In October 1996, the Company entered into a long-term lease agreement,
beginning in April 1997, for approximately 65,000 square feet in a newly
constructed facility in Roseville, Minnesota. The new facility will house the
Company's principal executive and administrative offices and manufacturing
operations relocating from the current site in St. Paul, Minnesota. The lease
agreement provides for expansion to up to a total of approximately 79,000 square
feet, as well as a one-time cancellation provision after seven years. Minimum
monthly lease payments are initially expected to be approximately $42,000,
depending upon actual square footage occupied and final construction costs.

LEGAL PROCEEDINGS

The Securities and Exchange Commission has informed the Company that it
is conducting an investigation with respect to certain financial reporting
discrepancies announced by the Company in April 1994 dating back to fiscal 1993
and the first two quarters of fiscal 1994. The Company has submitted documents
to the Commission pursuant to requests from the Commission as part of the
investigation.

On December 28, 1995, University/Joseph Associates, the former landlord
of Sym-Tek Systems, Inc., filed a lawsuit against the Company in Superior Court
in San Diego, California, seeking payment by the Company of $500,000. The
landlord alleges in the lawsuit that the Company agreed to pay Sym-Tek's rent
during the period in 1994 in which the Company and Sym-Tek were negotiating a
possible merger. The merger was not concluded, and the Company has denied any
liability to the landlord and intends to vigorously defend the lawsuit.

On September 25, 1995, the Company sold all of the outstanding stock of
the Company's European subsidiary, Intertrade Scientific, Inc. (ITS) to Cardine
& Levy, a company based in France. In July 1996, Cardine & Levy initiated an
arbitration proceeding in Geneva, Switzerland under the rules of the
International Chamber of Commerce claiming damages from the Company related to
the discontinuation of a distribution relationship between ITS and one of its
significant equipment suppliers. The Company has responded to the request for
arbitration and denied any liability. The Company intends to vigorously defend
its position in the arbitration proceeding.

MANAGEMENT

Directors. The names and ages of the directors, their current positions
with the Company, and their years since election are as follows:

<TABLE>
<CAPTION>
Name and Age Position Director Since
<S> <C> <C>
Roger E. Gower, 56 Chairman of the Board, President, Chief Executive 1995
Officer, Secretary and Director

David M. Sugishita, 48 Director 1994

D. James Guzy, 60 Director 1993

Patrick Verderico, 52 Director 1992

Donald VanLuvanee, 51 Director 1995

</TABLE>

Mr. Gower joined the Company as Chairman of the Board, President, Chief
Executive Officer and Director in April, 1995. Prior to that time, Mr. Gower was
employed by Datamedia Corporation of Nashua, New Hampshire, a network and PC
security software development company, where he served as President and Chief
Executive Officer since 1991. Prior to 1991 he was President and Chief Executive
Officer of Intelledex, Inc., a Corvallis, Oregon-based manufacturer of robotic
and automation systems for the semiconductor and disk drive manufacturing
industries. Earlier in his career, Mr. Gower served as President of Qume, a $200
million printer manufacturer and wholly-owned subsidiary of ITT, and as a
general manager with Texas Instruments. Mr. Gower holds a BS degree in
Electrical Engineering.

Mr. Sugishita was appointed Senior Vice President of Finance and Chief
Financial Officer in April 1994, and became a director of the Company in August
1994. At the end of the term of his employment agreement in February 1995, Mr.
Sugishita stopped receiving a salary and significantly reduced his time
commitment to the Company, but he continued as an officer, and continued to
advise and consult with the Board and management in that capacity, until
September 25, 1996. As of August 28, 1995 he assumed the position of Senior Vice
President Finance and Chief Financial Officer of Actel Corporation which
designs, develops and markets field programmable gate arrays. Previously he
served as Vice President and Corporate Controller as well as Chief Accounting
Officer at Applied Materials, Inc., the world's largest manufacturer of
semiconductor wafer fabrication equipment headquartered in Santa Clara,
California, from 1991 until he joined the Company. From 1982 to 1991, he served
as Vice President of Finance for the Semiconductor Group of National
Semiconductor Corp. ("NSC"). Mr. Sugishita has an MBA degree.

Mr. Guzy became a director of the Company in July 1993 and has been
President since 1969 of the Arbor Company, a California limited partnership
engaged in the electronics and computer industry. Mr. Guzy is also a director of
Intel Corporation, Cirrus Logic, Inc., Novellus Corporation, Frame Technology
Corporation, Alliance Capital Management Technology Fund and the Davis Group of
Funds. Mr. Guzy is also a member of the Audit and Compensation Committees.

Mr. Verderico has been a director of the Company since December 1992.
He is currently an independent business consultant. From April 1, 1996 through
July 31, 1996 he served as Chief Operating Officer and Executive Vice President
of Maxtor Corporation which develops, manufactures and markets hard disk drives
for desktop and mobile computer systems. From January 1994 through March 1996,
he was Vice President, Finance and Chief Financial Officer of Creative
Technology, Ltd., a California and Singapore based manufacturer and distributor
of multi-media products. From October 1992 to January 1994, he was Vice
President, Finance and Administration, and Chief Financial Officer of Cypress
Semiconductor, Inc., a manufacturer of integrated circuits located in San Jose,
California. From June 1992 to October 1992, he was Senior Vice President of
Technology Solutions Company, a management consulting firm. From July 1989 to
May 1992, he was a partner in management consulting with Coopers & Lybrand.
Prior to that time, he held a number of financial and operations positions with
several companies, including NSC. He is also a director of Catalyst
Semiconductor. Mr. Verderico is also a member of the Audit and Compensation
Committees.

Mr. VanLuvanee was appointed to the Board in November 1995 to fill a
vacancy. Since July 1992, he has been President and Chief Executive Officer of
Electro Scientific Industries, Inc., a Portland, Oregon company which designs
and manufactures sophisticated manufacturing equipment for the worldwide
electronics industry. From 1991 to July 1992, he was President and Chief
Executive Officer of Mechanical Technology Incorporated, a supplier of contract
research and development services and a manufacturer of technologically advanced
equipment. From 1990 to 1991, he was President and Chief Executive Officer of
BCT Spectrums, Inc., a supplier of vacuum deposition systems. Mr. VanLuvanee is
also a member of the Audit and Compensation Committees.

Directors serve until the next annual meeting of the shareholders at
which their successors are elected, or until their prior resignation, removal or
incapacity.

(b) Executive Officers. The names and ages of the executive officers,
their current positions with the Company, and their years of appointment are as
follows:

Name and Age Position Officer Since
<S> <C> <C>
Roger E. Gower, 56 Chairman of the Board, President, Chief Executive 1995
Officer, Secretary and Director

Jeffrey S. Mathiesen, 35 Vice President and Chief Financial Officer 1996

John Kingery, 41 Vice President of Engineering 1995

Donald Lehman, 44 Vice President of Manufacturing 1995

Dennis Nelson, 50 Executive Vice President of Sales and Marketing 1996

</TABLE>

The business experience of Mr. Gower is described in the previous
section.

Mr. Mathiesen joined the Company as Vice President and Chief Financial
Officer on September 25, 1996. Prior to that time, he was employed by Recovery
Engineering, Inc., a manufacturer and marketer of proprietary water purifiers
and filters, from June 1991 to February 1996 where he was Vice President and
Chief Financial Officer and previously was Controller. From April 1988 to June
1991, he was Corporate Controller at Osmonics, Inc., a manufacturer of water
filtration and purification systems. Mr.
Mathiesen is a Certified Public Accountant.

Mr. Kingery joined the Company in 1980. He was appointed Vice President
of Engineering in February, 1995. Prior to that time, Mr. Kingery held numerous
positions in Engineering, Marketing and Management. He has been responsible for
bringing most of the Company's products through development and/or to market,
from the 3600s, through the 4600/4610s, to the current 7632. He holds a BS
degree in Mechanical Engineering.

Mr. Lehman rejoined the Company as Vice President of Manufacturing in
August 1995. From February of 1992 until August of 1995 he was employed by Addco
Corporation and Laser Machining, Inc. where he held operations management
positions. Mr. Lehman originally joined the Company in February of 1981. Until
he left the Company in 1992, he served in a variety of roles with responsibility
for materials management, production operations, test, quality, manufacturing
engineering, and continuation engineering. Mr. Lehman holds a BA degree from the
University of California, Santa Barbara.

Mr. Nelson joined the Company as Executive Vice President of Sales and
Marketing in June, 1996. Prior to that time, Mr. Nelson was employed by Credence
Systems, a manufacturer of test systems for the semiconductor industry, for
seven years where he was the Vice President of Western Sales. Prior to 1989, Mr.
Nelson worked for over thirteen years for Teradyne, Inc., also a manufacturer of
test systems for the semiconductor industry, working in engineering and several
different sales and sales management positions. He holds a B.S. Degree in
Elecrical Engineering from the University of Minnesota.

Executive officers serve indefinite terms which expire when their
successors are appointed, or until their prior resignation, removal or
incapacity.

EXECUTIVE COMPENSATION

Summary Compensation. The following table contains summary information
concerning the annual compensation paid by the Company for fiscal 1996, 1995 and
1994 to (a) the Company's Chief Executive Officer, and (b) each of the three
other most highly compensated executive officers who were serving as executive
officers at the end of fiscal 1996 and whose salary and bonus for fiscal 1996
exceeded $100,000:

Annual Compensation

Number of
Shares
Underlying
Other Annual Options All Other
Name & Principal Position Year Salary Bonus Compensation Granted Compensation
------------------------- ---- ------ ----- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Roger E. Gower 1996 $ 252,500 $ 100,000 $ 34,131(1) 0 $ 0
Chairman, President, CEO & 1995 $ 57,298 $ 0 $ 0 300,000 $ 0
Secretary (2) 1994 - - - - -

John Matsushima 1996 $ 130,000 $ 0 $ 0 0 $ 0
Vice President/Controller (3) 1995 $ 60,000 $ 0 $ 0 40,000 $ 0
1994 - - - - -

Samuel Johnston 1996 $ 132,486 $ 75,000 $ 0 0 $ 0
Acting Managing Director of 1995 $ - - - - -
MCT Asia 1994 $ - $ - - - -

Harvey Levitt 1996 $ 111,330 $ 0 $ 0 0 $ 50,000(4)
Vice President of Corporate 1995 $ 84,135 $ 0 $ 0 25,000 $ 0
Services (3) 1994 - - - - -

- -----------------------------

(1) Includes relocation expenses.
(2) Mr. Gower was appointed to these positions on April 1, 1995.
(3) Mr. Levitt resigned effective June 14, 1996, and Mr. Matsushima resigned
effective July 19, 1996.
(4) Includes severance payments.
</TABLE>

Aggregated Option Exercises and Year-End Option Values. The following
table contains information concerning the aggregated option exercises during
fiscal 1996 and the year-end option values for the executive officers named in
the Summary Compensation Table:

Number of Shares Underlying Value of In-the-Money
Unexercised Options at Unexercised Options at
Shares Acquired Value Fiscal Year-End Fiscal Year-End
Name On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Roger E. Gower 0 0 225,000/75,000 $365,625/$121,875
John Matsushima 0 0 20,000/20,000 $32,500/$32,500
Samuel Johnston 0 0 10,000/10,000 $16,250/$16,250
Harvey Levitt 12,500 $27,344 0/12,500 $0/$20,313
</TABLE>

Board Compensation. Directors are paid out-of-pocket expenses plus $1,200
for each Board meeting and $400 for each committee meeting which they attend, or
$300 for each committee meeting which is held on the same day as a Board
meeting. On November 30, 1995, Mr. VanLuvanee was granted a nonqualified option
for 10,000 shares of Common stock, at a price of $7.50 per share, as additional
compensation for agreeing to serve as a director. On June 28, 1996, Messrs.
Verderico, Guzy and VanLuvanee were each granted nonqualified options for 10,000
shares of Common Stock, at a price of $3.375 per share, pursuant to the Stock
Option Plan for Outside Directors, in connection with their re-election as
directors in fiscal 1996. On November 6, 1996, Messrs. Verderico, Guzy,
VanLuvanee and Sugishita were each granted nonqualified options for 10,000
shares of Common Stock, at a price of $2.06 per share, pursuant to the Stock
Option Plan for Outside Directors, upon their re-election as directors at the
Annual Meeting of Stockholders in fiscal 1997. The options become exercisable in
50% increments on the first and second anniversaries of the date of grant. The
options must be exercised within five years after the date of grant or, if
earlier, within 12 months after the director ceases being a director. Directors
who are employees receive no compensation for their services as directors.

Agreements with Officers. Effective March 28, 1995, the Company entered
into an employment agreement with Mr. Gower. The current agreement may be
terminated by either party with 60 days prior written notice. The agreement will
also terminate upon the death, disability or breach of the agreement by Mr.
Gower. In the event Mr. Gower's employment is terminated by the Company with 60
days prior written notice, the Company will continue to pay Mr. Gower his then
current base salary for 12 months thereafter. The Company shall also pay or
reimburse Mr. Gower for reasonable moving expenses incurred by him in connection
with his move from Boston, Massachusetts to Minneapolis, Minnesota, including
reasonable expenses for furnished lodging in Minneapolis-St. Paul through the
end of fiscal year 1997.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the ownership of
the Common Stock as of November 12, 1996, (i) by each person known to the
Company to own beneficially more than five percent of the outstanding shares of
Common Stock, (ii) by each of the Company's executive officers named in the
Executive Compensation table, (iii) by each of the Company's directors, (iv) by
all of the executive officers and directors as a group and (v) by each Selling
Stockholder:

- ----------------------------------------------- --------------------------------- ---------------- ------------------------------
Number of
Shares Beneficially Owned Shares Offered Shares to be Beneficially
Prior to Offering (1) (1) Owned After Offering (2)
- ----------------------------------------------- ---------------- ---------------- ---------------- -------------- ---------------
Name and Address of
Beneficial Owner Number Percent Number Percent
- ----------------------------------------------- ---------------- ---------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
FIVE PERCENT STOCKHOLDERS
Perkins Capital Management, Inc. (3) 1,551,450 22.07% 450,000 1,101,450 15.67%
730 East Lake Street
Wayzata, MN 55391

Kopp Investment Advisors, Inc. (4) 861,500 12.25% 0 861,500 12.25%
6600 France Avenue South
Edina, MN 55435
- ----------------------------------------------- ---------------- ---------------- ---------------- -------------- ---------------
DIRECTORS AND EXECUTIVE OFFICERS
Roger E. Gower (5) 225,000 3.10% 0 225,000 3.10%
David M. Sugishita (5) 125,000 1.75% 0 125,000 1.75%
John Matsushima (6) 20,000 * 0 20,000 *
Harvey Levitt (6) 0 * 0 0 *
Samuel Johnston (5) 12,600 * 0 12,600 *
Patrick Verderico (5) 15,000 * 0 15,000 *
D. James Guzy (5) 55,000 * 0 55,000 *
Donald VanLuvanee (5) 5,000 * 0 5,000 *
All directors and executive officers as a
group (ten in number) (5) 493,150 6.59% 0 493,150 6.59%
- ----------------------------------------------- ---------------- ---------------- ---------------- -------------- ---------------
OTHER SELLING STOCKHOLDERS
Hambrecht & Quist Liquidating Trust (7) 266,049 3.71% 87,500 178,549 2.49%
Guaranty Finance Management Corp. (7) 114,021 1.61% 37,500 76,521 1.08%
Michael Jackson 200,000 2.84% 200,000 0 -
American Industries, Inc. 50,000 * 50,000 0 -
Les Schwab Profit-Sharing Plan 50,000 * 50,000 0 -
Black & Company 401(k) Trust 25,000 * 25,000 0 -
Mark T. Donohoe I.R.A. 25,000 * 25,000 0 -
Anne M. Donohoe I.R.A. 25,000 * 25,000 0 -
St. Paul Progress Corp. 10,000 * 10,000 0
-
-
- ----------------------------------------------- ---------------- ---------------- ---------------- -------------- ---------------

* Denotes less than 1% of shares outstanding

(1) Excludes shares previously sold in this offering.

(2) Assumes a sale of all shares offered hereby.

(3) Perkins Capital Management, Inc. is a registered investment advisor.

(4) Kopp Investment Advisors, Inc. is a registered investment advisor.
Includes 10,000 shares owned by Leroy C. Kopp IRA.

(5) Includes shares deemed beneficially owned by virtue of the right to
acquire them within 60 days pursuant to exercise of the Company's stock
options as follows: Mr. Gower - 225,000; Mr. Sugishita - 125,000; Mr.
Johnston - 10,000; Mr. Verderico - 15,000; Mr. Guzy - 15,000; Mr.
VanLuvanee - $5,000; and all directors and executive officers as a group
- 450,000.

(6) Mr. Levitt resigned effective June 14, 1996, and Mr. Matsushima resigned
effective July 19, 1996.

(7) Includes 139,865 shares deemed beneficially owned by Hambrecht & Quist
Liquidating Trust, and 59,942 shares deemed beneficially owned by
Guaranty Finance Management Corp., by virtue of the right to acquire
them within 60 days pursuant to exercise of the Company's stock purchase
warrants.
</TABLE>

CERTAIN TRANSACTIONS

In July 1992, the Company entered into a financing agreement with H&Q
that consisted of a sale-leaseback transaction on the Company's world
headquarters facility and certain equipment, and a revolving line of credit. On
January 23, 1995, the financing arrangement with H&Q was terminated and all
amounts owed were paid by the Company. All agreements between the Company and
H&Q were terminated as of that time, and replaced with a new lease on the
Company's world headquarters building and a Collateral Agreement providing for a
security deposit securing the Company's obligations under that lease. In the
fiscal year ended June 29, 1996, the Company incurred rent expense of $444,314
through April 30, 1996 at which time the lease terminated.

As additional consideration for the financing package, and for certain
extensions and modifications to it, the Company issued H&Q stock purchase
warrants entitling it to purchase 190,000 shares for $4.00 per share, and
266,365 shares for $5.00 per share. Warrants for 30,000 shares expire March 5,
1998, and the remainder of the warrants expire December 31, 1999.

On August 17, 1995, the Company sold an additional 1,500,000 shares of
its Common stock to several accredited investors in a private placement. This
issuance triggered an antidilution provision in two of the warrant agreements
held by H&Q, which increased the number of shares and reduced the exercise price
of those warrants. The effect of this provision on those outstanding warrants
was as follows:

Before Private Placement After Private Placement
- -------------------------------- --------------------------------
Number of Number of
Shares Price Expiration Shares Price Expiration
- --------- ----- ---------- --------- ----- ----------

160,000 $4.00 12-31-99 204,800 $3.125 12-31-99
266,365 $5.00 12-31-99 426,184 $3.125 12-31-99

Between September 26, 1995 and November 3, 1995, H&Q and its affiliates
surrendered a total of 301,177 warrants in exchange for 165,102 shares of Common
stock pursuant to a "cashless exercise" provision in the warrants. This
provision allows the warrantholders to surrender the warrants and receive in
exchange a number of shares equal to the percentage determined by dividing (a)
the difference between the current market price of the Common stock and the
warrant exercise price by (b) the current market price. On February 1, 1996, H&Q
also exercised warrants covering 160,000 shares and paid the Company $500,000.
Pursuant to a recent reorganization of the Hambrecht & Quist group, all of the
remaining warrants were transferred to Hambrecht & Quist Liquidating Trust and
Guaranty Finance Management Corp., which held warrants to purchase 139,865 and
59,942 shares of Common stock, respectively, as of November 12, 1996.

The Company believes that all prior transactions between the Company and
its officers, directors, or other affiliates were on terms no less favorable
than could have been obtained from unaffiliated third parties on an arm's-length
basis. All future transactions with directors, officers or shareholders holding
more than 5% of the Company's outstanding common stock, or affiliates of any
such persons, including loans to such persons, will be made for bona fide
business purposes, will be on terms no less favorable than could be obtained
from an unaffiliated third party and will be approved by a disinterested
majority of the Company's independent outside directors. In addition, the
Company has agreed with certain state regulatory authorities that so long as the
Company's securities are registered in such states, or one year from the date of
the Prospectus, whichever is longer, the Company will not make loans to its
officers, directors, employees, or principal shareholders, except for loans made
in the ordinary course of business.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, par value $.01 per share, and 1,000,000 shares of Preferred
Stock, par value $.01 per share, which may be issued in one or more series. The
following summary is based on the provisions of the Company's Second Restated
Certificate of Incorporation.

COMMON STOCK

As of November 12, 1996, there were 7,031,170 shares of Common Stock
outstanding held of record by 321 stockholders. The holders of Common Stock are
entitled to one vote for each share held on all matters submitted to a vote of
stockholders and do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of Common Stock entitled to vote in any election of
directors may elect all of the directors standing for election. Holders of
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors out of funds legally available therefor,
subject to any preferential dividend rights of outstanding Preferred Stock. Upon
the liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive ratably the net assets of the Company available
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding Preferred Stock. Holders of the Common Stock have no
preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company has issued, or may designate and issue in the
future. The transfer agent and registrar for the Company's Common Stock is
Norwest Bank Minnesota, N.A.

PREFERRED STOCK

The Board of Directors is authorized, subject to certain limitations
prescribed by law, without further stockholder approval, to issue from time to
time up to an aggregate of 1,000,000 shares of Preferred Stock in one or more
series. Each such series shall have such rights and preferences, including
voting rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences, as shall be determined by the Board of Directors. The
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of holders of any Preferred Stock that may be issued in
the future. Issuance of the Preferred Stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, a majority
of the outstanding voting stock of the Company. The Company has no present plans
to issue any shares of Preferred Stock.

As of November 12, 1996, there were 315,789 shares of nonvoting Series A
Preferred Stock outstanding held by one stockholder. The Preferred Stock is
entitled to an annual cumulative dividend of $.24 per share, which began to
accrue on November 23, 1995, and which must be paid before any dividends may be
paid on the Common Stock. Each share of Preferred Stock is convertible into one
share of Common Stock. The Preferred Stock has a liquidation preference, and no
share of Common Stock will receive any amount in liquidation of the Company
until each share of Preferred Stock has received $4.75 per share plus all
accrued and unpaid dividends. The Company may redeem the Preferred Stock for
$4.75 per share plus all accrued and unpaid dividends. The conversion ratio,
liquidation preference, and redemption amount are subject to adjustment in the
event of changes affecting the Company's capital stock.

STOCK PURCHASE WARRANTS

As of November 12, 1996, Hambrecht & Quist, the TA Group and four other
persons held warrants to purchase a total of 278,307 shares of the Company's
Common Stock. All of the warrants are currently exercisable. The warrants expire
at different dates between the date of this Prospectus and 1999 and have
exercise prices ranging from $3.125 to $10.00 per share. See "Certain
Transactions."

MINNESOTA LAW PROVISIONS

On November 6, 1996, the stockholders of the Company approved an
Agreement and Plan of Merger providing for the merger of the Company into its
wholly-owned Minnesota subsidiary. The purpose of the merger was to change the
Company's state of incorporation from Delaware to Minnesota. As a result, the
Company is now subject to the Minnesota Business Corporation Act (the "MBCA"),
which offers a Minnesota corporation and its stockholders substantially more
protection than the Delaware statute against abuses or inequitable treatment
which can result from hostile takeovers.

The MBCA has a "business combination" provision that makes it more
difficult for someone to acquire control of a corporation without the approval
of the Board of Directors. This provision prohibits a public corporation from
engaging in certain business combinations with any person that acquires
beneficial ownership of ten percent or more of the voting stock of the
corporation for a period of four years following the date that the person became
a ten percent stockholder unless, prior to that share acquisition date, a
committee of the corporation's disinterested directors approves either the
business combination or the acquisition of shares.

The MBCA also has a "control share acquisition" provision which requires
prior disinterested stockholder approval for any acquisition of shares of a
public corporation which results in the acquiring person owning 20 percent or
more of the outstanding shares. Stockholders who exceed these thresholds without
such approval lose their voting rights and are subject to certain redemption
privileges of the corporation.

The MBCA also includes three other provisions regulating hostile
takeovers. The first of these provisions prohibits a publicly-held corporation
from entering into or amending golden parachute agreements with any officer or
director during any tender offer. The second provision imposes limits on the
payment of "greenmail," by prohibiting a publicly-held corporation from
purchasing shares for a premium from a five percent or greater stockholder if
the shares have been beneficially owned by that person for less than two years.
The final provision allows the Board of Directors of a corporation, in
considering the best interests of the corporation with respect to a proposed
acquisition of the corporation, to consider the interest of the corporation's
employees, customers, suppliers and creditors, the economy of the state and
nation, community and social considerations, and the long-term as well as
short-term interests of the corporation and its stockholders.

The foregoing provisions in the MBCA may discourage unsolicitated
takeover attempts or otherwise discourage offers to stockholders of a premium to
market value for their shares. The Company believes that the potential benefits
of encouraging persons seeking to acquire control of the Company to negotiate
with the Company outweigh the potential disadvantages of discouraging such
proposals.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for
the Company by Best & Flanagan, Professional Limited Liability Partnership,
Minneapolis, Minnesota.

EXPERTS

The financial statements as of June 29, 1996 and June 24, 1995, and for
each of the three years in the period ended June 29, 1996 included in this
Prospectus, and the related financial schedule included elsewhere in the
Registration Statement, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

INDEX TO FINANCIAL STATEMENTS

Consolidated Unaudited Balance Sheet as of September 28, 1996................F-2
Consolidated Unaudited Statements of Operations for the Three Months Ended
September 30, 1995 and September 28, 1996.............................F-3
Consolidated Unaudited Statements of Cash Flows for the Three Months Ended
September 30, 1995 and September 28, 1996.............................F-4
Notes to Consolidated Unaudited Financial Statements.........................F-5
Independent Auditors' Report.................................................F-6
Consolidated Balance Sheets as of June 24, 1995 and June 29, 1996............F-7
Consolidated Statements of Operations for the Years Ended June 25, 1994,
June 24, 1995 and June 29, 1996 ........................................F-8
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
For the Years Ended June 25, 1994, June 24, 1995 and June 29, 1996......F-9
Consolidated Statements of Cash Flows for the Years Ended
June 25, 1994, June 24, 1995 and June 29, 1996.........................F-10
Notes to Consolidated Financial Statements .................................F-11

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)

ASSETS Sept. 28, 1996
- ------------------------------------------------- --------------

Current assets:
Cash $ 8,035
Notes and accounts receivable, less allowance
for doubtful accounts of $587 (Sept. 1996)
and $585 (June 1996) 3,369
Inventories
Raw Materials 1,085
Work in process 353
Finished goods 1,616
Other 390
--------
Total current assets 14,848
--------
Property, plant and equipment 4,401
Less accumulated depreciation 3,316
--------
Property, plant and equipment, net 1,085
Other assets 118
--------
Total assets $ 16,051
========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current liabilities:
Current obligations under debt facilities
and financing obligations $ 340
Accounts payable 888
Unearned service revenue 775
Other accrued liabilities 1,253
---------
Total current liabilities 3,256
---------
Long-Term debt and financing obligations 171
Commitment and Contingencies (Note 2)

Stockholder's Equity:
Common Stock
Common, $.01 par value,
20,000,000 shares authorized,
7,207,244 shares issued 71
Redeemable convertible preferred stock,
$.01 par value, 1,000,000 shares authorized,
315,789 shares issued (liquidation value $4.75 per share) 1,500
Additional paid-in capital 43,502
Cumulative translation adjustment (82)
Accumulated deficit (28,059)
Treasury stock 176,074 shares of
Common Stock at cost (4,308)
--------
Total stockholders' equity 12,624
--------
Total liabilities and stockholders' equity $ 16,051
========

See Notes to Unaudited Consolidated Financial Statements.
<TABLE>
<CAPTION>

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

Three Months Ended
------------------

Sept. 28, 1996 Sept. 30, 1995
-------------- --------------
<S> <C> <C>
Net Sales $ 2,631 $ 6,890

Cost of sales 1,220 2,692
------- -------

Gross profit 1,411 4,198
------- -------

Operating expenses:
Selling, general and administrative 1,774 2,439
Research and development 844 644
------- -------

Total operating expenses 2,618 3,083
------- -------

Income (loss) from operations (1,207) 1,115

Interest income, net 79 4
------- -------

Income (loss) before income taxes (1,128) 1,119

Income tax provision -- 118
------- -------

Income (loss) from continuing operations (1,128) 1,001

Discontinued operations -- 474
------- -------

Net income (loss) (1,128) 1,475
======= =======

Income (loss) per share from continuing operations $ (.15) $ .16

Income (loss) per share from discontinued operations -- .08
------- -------

Net income (loss) per share $ (.15) $ .24
======= =======

Weighted average common and common
equivalent shares outstanding 7,336 6,178
======= =======

See Notes to Unaudited Consolidated Financial Statements.
</TABLE>

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Three Months Ended

Sept. 28, 1996 Sept. 30, 1995
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,128) $ 1,475
------- -------
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities
Depreciation and amortization 113 97
Other, net (40) 3
Changes in assets and liabilities:
Notes and accounts receivable 1,011 (2,430)
Inventories (41) (643)
Other current assets 150 484
Accounts payable (154) (137)
Other accrued liabilities 335 (358)
Discontinued operations -- 977
------- -------

Total adjustments 1,374 (2,007)
------- -------

Net cash provided by (used in) operating activities 246 (532)
------- -------

Cash flows from investing activities
Proceeds from sale of subsidiary -- 150
Additions to property, plant and equipment (20) (50)
------- -------

Net cash provided by (used in) investing activities (20) 100
------- -------

Cash flows from financing activities:
Payments of long-term debt (24) (31)
Proceeds from issuance of stock 40 4,569
------- -------
Net cash provided by financing activities 16 4,538
------- -------

Effects of exchange rate changes -- (361)
------- -------

Net increase in cash and cash equivalents 242 3,745

Cash and cash equivalents at beginning of period 7,793 1,156
------- -------

Cash and cash equivalents at end of period $ 8,035 $ 4,901
======= =======
</TABLE>

See Notes to Unaudited Consolidated Financial Statements.

MICRO COMPONENT TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited, condensed, consolidated financial statements for
the three-month period ended September 28, 1996 have been prepared in
accordance with Rule 10-01 of Regulation S-X and, accordingly, do not
include all disclosures required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments, consisting of normal recurring accruals considered necessary
for a fair presentation, have been included.

Interim unaudited financial results should be read in conjunction with the
audited financial statements for the fiscal year ended June 29, 1996,
included elsewhere in this prospectus.

The results of operations for the three months ended September 28, 1996 are
not necessarily indicative of the operating results to be expected for the
full year.

2. CONTINGENCIES

The Securities and Exchange Commission has informed the Company that it is
conducting an investigation with respect to certain financial reporting
discrepancies announced by the Company in April 1994 dating back to fiscal
1993 and the first two quarters of fiscal 1994. The Company has submitted
documents to the Commission pursuant to requests from the Commission as part
of the investigation.

On December 28, 1995, University/Joseph Associates, the former landlord of
Sym-Tek Systems, Inc., filed a lawsuit against the Company in Superior Court
in San Diego, California, seeking payment by the Company of $500,000. The
landlord alleges in the lawsuit that the Company agreed to pay Sym-Tek's
rent during the period in 1994 in which the Company and Sym-Tek were
negotiating a possible merger. The merger was not concluded, and the Company
has denied any liability to the landlord and intends to vigorously defend
the lawsuit.

On September 25, 1995 the Company sold all of the outstanding stock of the
Company's European subsidiary, Intertrade Scientific, Inc. (ITS) to Cardine
& Levy, a company based in France. In July 1996 Cardine & Levy initiated an
arbitration proceeding in Geneva, Switzerland under the rules of the
International Chamber of Commerce claiming damages from the Company related
to the discontinuation of a distribution relationship between ITS and one of
its significant equipment suppliers. The Company has responded to the
request for arbitration and denied any liability. The Company intends to
vigorously defend its position in the arbitration proceeding.

3. STOCK COMPENSATION PLANS

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation." The Company adopted the
disclosure provisions of SFAS 123 in the first quarter of fiscal 1997, the
effect of which was not material for the period.

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of Micro Component Technology, Inc.

We have audited the accompanying consolidated balance sheets of Micro
Component Technology, Inc. and its subsidiaries (the Company) as of June 24,
1995, and June 29, 1996, and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows for each of the three
years in the period ended June 29, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company at June 24, 1995,
and June 29, 1996, and the results of their operations and their cash flows for
each of the three years in the period ended June 29, 1996, in conformity with
generally accepted accounting principles.

/s/ Deloite & Touche, L.L.P.

Minneapolis, Minnesota
August 19, 1996

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS

June 24, June 29,
1995 1996
------- -------

(in thousands)
Assets
- ------------------------------------------------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents ....................... $ 1,156 $ 7,793
Notes and accounts receivable, less allowance for
doubtful accounts in 1995 and 1996 of $100
and $585, respectively ........................ 4,039 4,380
Inventories, less allowance for obsolescence
in 1995 and 1996 of $4,747 and $5,041,
respectively .................................. 3,032 3,013
Prepaid lease costs ............................. 798 --
Other ........................................... 647 540
------- -------
Total current assets .......................... 9,672 15,726
------- -------

Property, Plant and Equipment:

Buildings and improvements ...................... 384 205
Machinery and equipment ......................... 4,273 3,503
Furniture and fixtures .......................... 2,647 955
------- -------
7,304 4,663
Less accumulated depreciation ................... 6,519 3,485
------- -------
Property, plant and equipment, net ..... 785 1,178
------- -------

Other assets ......................................... 98 76
Net assets of discontinued operations ................ 977 --
------- -------

Total assets .................................. $11,532 $16,980
======= =======
</TABLE>

See Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)

June 24, June 29,
1995 1996
-------- --------
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C>
Current Liabilities:
Current obligations under debt facilities and financing
obligations ............................................................ $ 363 $ 352
Accounts payable ....................................................... 1,791 1,044
Accrued compensation ................................................... 560 679
Unearned service revenue ............................................... 921 324
Accrued severance ...................................................... 410 170
Other accrued liabilities .............................................. 1,653 519
Shareholder's lawsuit .................................................. 1,175 --
-------- --------
Total current liabilities .............................................. 6,873 3,088

Long-term debt and financing obligations .................................... 41 183

Commitments and Contingencies (Note 9)

Stockholders' Equity:
Common, $.01 par value, 20,000,000 shares authorized,
5,126,142 shares and 7,187,244 shares issued, respectively ............. 50 70
Redeemable convertible preferred stock, $.01 par value, 1,000,000 shares
authorized, 315,789 shares issued (liquidation value $4.75 per share) 1,500 1,500
Additional paid-in capital ............................................. 37,251 43,463
Cumulative translation adjustment ...................................... 279 (82)
Accumulated deficit .................................................... (30,154) (26,934)
Treasury stock, 176,074 common shares
at cost ............................................................... (4,308) (4,308)
-------- --------
Total stockholders' equity ......................................... 4,618 13,709
-------- --------
Total liabilities and stockholders' equity ............................. $ 11,532 $ 16,980
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
----------

June 25, June 24, June 29,
1994 1995 1996
-------- -------- --------

(in thousands except for per share data)

<S> <C> <C> <C>
Net sales ........................................................ $ 31,324 $ 23,635 $ 22,318
Cost of sales .................................................... 16,996 12,896 9,319
-------- -------- --------

Gross profit ..................................................... 14,328 10,739 12,999

Operating expenses:
Selling, general and administrative ..................... 15,216 11,267 7,933
Research and development ................................ 6,141 3,727 4,260
Unusual and nonrecurring items .......................... 5,174 (6,178) (1,524)
-------- -------- --------

Total operating expenses .............................. 26,531 8,816 10,669
-------- -------- --------

Income (loss) from operations .................................... (12,203) 1,923 2,330
Interest expense ................................................. (1,304) (420) (32)
Interest income .................................................. -- 148 278
-------- -------- --------

Income (loss) before income taxes, discontinued operations
and extraordinary item ......................................... (13,507) 1,651 2,576
Income tax provision ............................................. 132 85 8
-------- -------- --------

Income (loss) from continuing operations ......................... (13,639) 1,566 2,568
Discontinued operations (Note 14):
Income (loss) from operations of discontinued
ITS subsidiary (less applicable income taxes
of $6 in fiscal 1994) ................................. (1,750) (632) --
Income (loss) on disposal of ITS, including provision
of $227 in fiscal year 1995 for operating losses during
phase-out period ...................................... -- (3,265) 652
-------- -------- --------
Income (loss) before extraordinary item .......................... (15,389) (2,331) 3,220

Extraordinary item (less applicable income taxes of $21) ......... -- 1,005 --
-------- -------- --------

Net income (loss) ................................................ (15,389) (1,326) 3,220

Dividends on preferred stock ..................................... 158 -- --
-------- -------- --------

Net income (loss) applicable to common stock ..................... ($15,547) ($ 1,326) $ 3,220
======== ======== ========
</TABLE>

Year Ended
----------

June 25, June 24, June 29,
1994 1995 1996
-------- -------- ---------
(in thousands except for per share data)

<S> <C> <C> <C>
Per Share Data:
Income (loss) from continuing operations $ (3.34) $ 0.30 $ 0.35
======== ======== =========

Discontinued operations ................ $ (0.43) $ (0.74) $ 0.09
======== ======== =========

Income (loss) before extraordinary item $ (3.77) $ (0.44) $ 0.44
======== ======== =========

Extraordinary item ..................... $ -- $ 0.19 $ --
======== ======== =========

Net income (loss) attributable to
common stock ......................... $ (3.80) $ (0.25) $ 0.44
======== ======== =========

Average common and common equivalent
shares outstanding ............................ 4,087 5,240 7,246
======== ======== =========

See Notes to Consolidated Financial Statements.
</TABLE>

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Common Stock
------------
Preferred Stock Common Class A
--------------- ------ -------

Par Par
Shares Value Shares Value Shares Value
- ------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 26,
1993 30,000 $ 1 1,487,500 $ 15
Dividends on Series A
Preferred stock
($1.26 per share)
Net Loss
Warrants Issued
Common Stock Issued 2,200,000 $ 22
Translation Adjustment
Conversion or Exchange to
Common Stock
(Note 4) (30,000) (1) 2,800,160 28 (1,487,500) (15)
---------- ---------- ---------- ---------- ---------- ----------

Balance at June 25,
1994 -- -- 5,000,160 50 -- --
Net Loss
Common Stock Issued 70,982 1
Receivables Written Off
Shares Issued on Exercise
of Options 55,000
Treasury Stock Purchased (1)
Preferred Stock Issued 315,789 1,500
Translation Adjustment
---------- ---------- ---------- ---------- ---------- ----------

Balance at June 24,
1995 315,789 1,500 5,126,142 50 -- --
Net Income
Common Stock Issued 1,700,000 17
Shares Issued on
Exercise of Options 36,000 --
Shares Issued on
Exercise of Warrants 325,102 3
Translation Adjustment
---------- ---------- ---------- ---------- ---------- ----------
Balance at June 29,
1996 315,789 $ 1,500 7,187,244 $ 70 -- $ --
========== ========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
(Wide Table Continued From Above)

Common Stock
------------
Class B
-------
Receiv.
Add'l from Cum
Par Paid-In Stock- Transl
Shares Value Capital Holders Adj.
- ------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at June 26,

1993 513,090 $ 5 $ 1,447 $ (159) $ 361
Dividends on Series A
Preferred stock
($1.26 per share)
Net Loss
Warrants Issued 52
Common Stock Issued 21,686
Translation Adjustment (109)
Conversion or Exchange to
Common Stock
(Note 4) (513,090) (5) 12,306
---------- ---------- ---------- ---------- ----------

Balance at June 25,
1994 -- -- 35,491 (159) 252
Net Loss
Common Stock Issued 191
Receivables Written Off 159
Shares Issued on Exercise
of Options 168
Treasury Stock Purchased 1,401
Preferred Stock Issued
Translation Adjustment 27
---------- ---------- ---------- ---------- ----------

Balance at June 24,
1995 -- -- 37,251 -- 279
Net Income
Common Stock Issued 5,618
Shares Issued on
Exercise of Options 98
Shares Issued on
Exercise of Warrants 496
Translation Adjustment (361)
---------- ---------- ---------- ---------- ----------
Balance at June 29,
1996 -- $ -- $ 43,463 -- $ (82)
========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
(Wide Table Continued From Above)

Treasury Stock
--------------

Accum-
ulated Class A Common
Deficit Shares Cost
---------- ----------- ----------
<S> <C> <C> <C>
Balance at June 26,
1993 $ (13,281) 36,074 $ (2,908)
Dividends on Series A
Preferred stock
($1.26 per share) (158)
Net Loss (15,389)
Warrants Issued
Common Stock Issued
Translation Adjustment
Conversion or Exchange to
Common Stock
(Note 4)
---------- ----------- ----------

Balance at June 25,
1994 (28,828) 36,074 (2,908)
Net Loss (1,326)
Common Stock Issued
Receivables Written Off
Shares Issued on Exercise
of Options
Treasury Stock Purchased 140,000 (1,400)
Preferred Stock Issued
Translation Adjustment
---------- ----------- ----------

Balance at June 24,
1995 (30,154) 176,074 (4,308)
Net Income 3,220
Common Stock Issued
Shares Issued on
Exercise of Options
Shares Issued on
Exercise of Warrants
Translation Adjustment
---------- ----------- ----------
Balance at June 29,
1996 $ (26,934) 176,074 $ (4,308)
========== ========== ==========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended
----------------------------------

June 25, June 24, June 29,
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
(in thousands)
Cash flows from operating activities:
Net income (loss) .................................... ($15,389) ($ 1,326) $ 3,220
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Extraordinary item ................................. -- (1,026) --
Depreciation and amortization ........................ 1,062 903 463
Unusual and nonrecurring ........................... 5,174 (6,178) (1,524)
Deferred income taxes ................................ (34) -- --
Unearned service revenue ............................. 124 (34) --
Proceeds from SymTek Settlement ...................... -- 1,325 --
Other, net ........................................... (396) (347) (4)
Changes in assets and liabilities:
Notes and accounts receivable ..................... 2,067 1,022 (170)
Inventories ........................................ (9,473) 6,033 19
Other current assets ............................... (187) (752) 905
Accounts payable ................................... 6,432 (6,223) (747)
Accrued compensation ............................... (280) (419) 119
Other accrued liabilities .......................... (1,992) (1,164) (2,046)
Other assets ...................................... 310 (27) 22
Discontinued operations ............................ 496 2,272 (595)
-------- -------- --------

Total adjustments .................................... 3,303 (4,615) (3,558)
-------- -------- --------
Net cash used in operating activities ......................... (12,086) (5,941) (338)
Cash flows from investing activities:
Proceeds from sale of property, plant
and equipment ........................................ -- 96 23
Additions to property, plant and equipment ........... (1,740) (120) (642)
Proceeds from sale of product line ................... -- 9,529 1,524
Discontinued operations .............................. (342) 6 1,401
-------- -------- --------
Net cash provided by (used in) investing activities ........... (2,082) 9,511 2,306
Cash flows from financing activities:
Borrowings under credit agreements ................... 2,037 -- --
Payments under credit agreements ..................... -- (1,950) --
Proceeds from debt issuance .......................... 100 -- --
Repayments of debt ................................... (7,250) (2,715) (102)
Proceeds from issuance of stock ...................... 21,708 1,500 5,132
Discontinued operations .............................. (2,019) (121) --
-------- -------- --------
Net cash provided by (used in) financing activities ........... 14,576 (3,286) 5,030
Effects of exchange rate changes .............................. 53 27 (361)
-------- -------- --------
Net increase in cash .......................................... 461 311 6,637
Cash at beginning of year ..................................... 384 845 1,156
-------- -------- --------
Cash and cash equivalents at end of year ...................... $ 845 $ 1,156 $ 7,793
======== ======== ========

See Notes to Consolidated Financial Statements.

</TABLE>

MICRO COMPONENT TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company designs, manufactures, markets and services automatic test
equipment consisting of both handling and testing equipment for the
semiconductor industry. The Company's handlers are designed to handle most
integrated circuit ("IC") device packages currently in production. The Company's
testers are used to test logic, mixed signal, microprocessor, microperipheral
and application-specific IC devices. The Company's major customers include
SGS-Thomson Micro Electronics, Inc., Philips Semiconductors, Advanced Micro
Devices and Motorola Incorporated.

The Company's customers are supported by a network of offices and
representatives across the United States, Europe, and throughout the Far East.
The Company was formed in 1972 and is headquartered in Saint Paul, Minnesota.

CONSOLIDATION

The consolidated financial statements include the accounts of the
parent company and its subsidiary after elimination of all significant
intercompany balances and transactions. The significant subsidiary is 100%
owned.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported therein. Due to the inherent
uncertainty involved in making estimates, actual results reported in future
periods may differ from those estimates.

FISCAL YEAR

The Company's fiscal year is 52 or 53 weeks, ending on the last
Saturday in June.

CASH EQUIVALENTS

Cash equivalents are all highly liquid temporary cash investments
purchased with original maturities of three months or less. The fair market
value of such investments approximates cost.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. Provision for obsolescence
is made based on estimates of future sales and the related value of component
parts.

REVENUE RECOGNITION

Revenue for product sales is generally recognized upon shipment if all
conditions precedent to the sale have been met or are assured of being met. If
significant conditions regarding acceptance and right of return exist, revenue
is not recognized until such conditions are met. Service revenue is deferred and
amortized to earnings on a straight-line basis over the life of the service
contract.

INCOME OR LOSS ON COMMON STOCK

Income or loss per share data is computed using the weighted average
number of shares of common stock outstanding. Common equivalent shares are not
included in the per share calculations when the effect of their inclusion would
be antidilutive, except that, in accordance with Securities and Exchange
Commission requirements, common and common equivalent shares issued during the
twelve-month period prior to the initial public offering have been included in
the calculation through the completion of the offering as if they were
outstanding for the entire period, using the treasury stock method and an
initial public offering price of $11.00 per share even if their effect is
antidilutive. Dividends on Preferred stock have been deducted from net income to
arrive at income or loss applicable to common shares.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation is
provided primarily by the straight-line method over the estimated useful lives
of the assets for financial reporting and accelerated methods for tax purposes.
Estimated lives used in computing depreciation are as follows:

Buildings and improvements................... 2 to 26 years
Machinery and equipment ..................... 3 to 10
Furniture and fixtures ...................... 3 to 10

PRODUCT WARRANTY

Estimated costs of warranty obligations to customers are charged to
expense and a related accrual is established at the time the product is sold.

INCOME TAXES

The Company accounts for income taxes in accordance with the provisions
of Statement of Financial Accounting Standards No. 109 (SFAS No. 109)
"Accounting for Income Taxes." Deferred income tax benefits and deferred income
taxes are recorded based on differences in the bases of assets and liabilities
between the financial statements and the tax returns.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of the foreign subsidiary are translated to U.S.
dollars at year-end rates, and the statement of operations is translated at
average exchange rates during the year. Translation adjustments arising from the
translation of the foreign affiliates' net assets into U.S. dollars are recorded
as a separate component of stockholders' equity.

FAIR VALUE OF FINANCIAL INSTRUMENTS

All financial instruments are held for purposes other than trading. The
estimated fair values of financial instruments approximate their carrying
amounts in the balance sheets.

NEW ACCOUNTING STANDARDS

In October 1995, the Financial Accounting Standards Board issued SFAS
No. 123, "Accounting for Stock-Based Compensation." As permitted by SFAS No.
123, the Company currently intends to continue following the guidance of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," for measurement and recognition of stock-based transactions with
employees and therefore the adoption of SFAS 123 will not have an impact on the
Company's financial position or results of operations. The Company will adopt
the disclosure provisions of SFAS No. 123 in fiscal 1997.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses for new product development are
charged to expense as incurred.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1994 and 1995
consolidated financial statements to conform to the 1996 classification. These
reclassifications had no impact on net losses or stockholders' equity as
previously reported.

NOTE 2 - SALE OF 1149 TESTER PRODUCT LINE

On November 22, 1994, the Company completed the sale of its 1149 tester
product line to Megatest Corporation. The sale was for $10.8 million in cash, as
well as $1.9 million of liabilities assumed by Megatest resulting in a gain on
the sale of $5.2 million.

An additional $2.0 million was placed in escrow pursuant to the sale
agreement to provide for defined contingencies related to the 1149 tester
product line. This amount was deferred until definitive resolution of the
defined contingencies. In December 1995, the Company received approximately $1.5
million from the resolution of disputes concerning the $2 million escrow fund.
Under the terms of the settlement, all disputes between the parties have been
resolved. The Company has classified these amounts as unusual and nonrecurring
gains in the results of operations for fiscal 1995 and 1996.

NOTE 3 - EXTRAORDINARY GAIN FROM EXTINGUISHMENT OF DEBT

During the second quarter of fiscal 1995, the Company used $3.5 million
of the proceeds from the sale of the 1149 tester product line in settlement of
approximately $4.5 million of outstanding trade payables, not including the
payables assumed by Megatest as part of the sale transaction. The difference
between the trade payables and the cash used resulted in an extraordinary gain
of $1,005,000, net of $21,000 provision for taxes.

NOTE 4 - DEBT RESTRUCTURING AND FINANCING AGREEMENTS

In July 1992, the Company entered into a financing agreement with
Hambrecht & Quist Guaranty Finance L.P. (H&Q). The agreement consisted of a
sale-leaseback transaction of the Company's world headquarters facility which
was treated as a financing transaction for financial reporting purposes. In
consideration for the financing package, stock purchase warrants were originally
issued to H&Q allowing them to purchase up to 190,000 shares of the Company's
Common stock for $4.00 per share (See Note 11).

As part of the financing agreement, the mortgagee of the Company's
world headquarters facility agreed to forgive approximately $900,000 of past due
accrued interest and receive 140,000 shares of Common stock in exchange for
settlement of $1,400,000 of the mortgage. The remaining mortgage balance of
$5,000,000 was then assumed on a nonrecourse basis by H&Q upon the purchase of
the facility from the Company. The 140,000 shares of Common stock could be put
back to the Company by the mortgagee for $1,400,000. These shares were
repurchased by the Company for $1,400,000 in December 1994. The Company also
entered into a new lease agreement with H&Q in December 1994. This amended
agreement has been accounted for as a sale-leaseback transaction. Accordingly
the land, building and financing obligation have been removed from the balance
sheet. The resulting gain of $365,681 was deferred and recognized over the life
of the operating lease which expired in April, 1996. The Company also prepaid
all future lease payments, future estimated maintenance costs and future
estimated property tax payments as part of the new lease agreement. These costs
were also amortized over the life of the lease.

NOTE 5 - INVENTORIES

Major components of inventories are as follows (in thousands):

1995 1996
---- ----

Raw materials............................ $ 1,895 $ 1,215
Work-in-process.......................... 590 484
Finished goods........................... 547 1,314
-------- --------

$ 3,032 $ 3,013
======== ========

Inventories are net of reserves established for excess quantities and
obsolescence, totaling approximately $4,747,000 and $5,041,000 at June 24, 1995
and June 29, 1996, respectively. Included in cost of sales for fiscal years
1994, 1995 and 1996, are additions to these reserves of approximately
$2,939,000, $2,613,000 and $814,000, respectively. During fiscal year 1995,
provisions for obsolescence were primarily due to component parts purchased and
assembled in anticipation of customized sales which did not occur due to lack of
customer commitments and failure of the Company to meet design specifications.
Product design changes to enhance market acceptance also resulted in significant
obsolescence of previously purchased and assembled inventory.

NOTE 6 - LONG-TERM DEBT

Long-term debt and financing obligations consist of the following (in
thousands):

1995 1996
---- ----

Notes payable to City of Shoreview and
St. Paul Progress Corp. (a) ........ $352 $303
Equipment lease agreements (b) ....... -- 218
Other ................................ 52 14
---- ----
Total long-term debt and
financing obligations ............ 404 535
Less current obligations ............. 363 352
---- ----
Total long-term debt ................. $ 41 $183
==== ====

(a) Two term notes of $200,000; one bearing interest at 6% and the other at
prime plus 1%, both secured by equipment. Interest is due monthly.
Principal payments on $200,000 are due based on five-year amortization,
with the remaining $200,000 due in full on March 22, 1998. The Company
issued a warrant to purchase 10,000 shares of Common stock at an
exercise price of $10.00 per share to St. Paul Progress Corp. in
connection with its term loan of $200,000. The warrant expires March 5,
1998. The Company no longer has possession of the equipment securing
the notes. This represents an event of default under the terms of the
agreements, making them due and payable on demand. As a result, the
outstanding principal balance has been classified as current at June
24, 1995 and June 29, 1996.

(b) Two 60-month equipment leases, bearing interest at 7%, for two Fadel
Machining Centers used in the Company's manufacturing process.
Capitalized lease amounts included in Property, Plant and Equipment
were $219,571 net of accumulated depreciation of $13,726 at June 29,
1996.

Cash paid during the year for interest was $1,004,000, $613,000 and
$29,739 for fiscal years 1994, 1995 and 1996, respectively.

NOTE 7 - INCOME TAXES

The income tax provision (benefit) consists of the following (in
thousands):

1994 1995 1996
---- ---- ----

Current:
Federal................ $ - $ - $ -
State.................. 53 - -
Foreign................ 79 85 8
-------- --------- --------

Total.................... $ 132 $ 85 $ 8
======== ========= ========

Under the terms of SFAS No. 109, the Company has recorded a valuation
reserve against approximately $13.9 and $12.2 million at June 24, 1995 and June
29, 1996 of deferred tax assets related primarily to operating loss
carryforwards due to the uncertainty of their ultimate realization.

The provision for income taxes varied from the federal statutory rate
as follows:

Year Ended June
---------------

1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Tax (Benefit) At Statutory Rate (35.0)% 35.0% 35.0%
Effect of graduated tax rates 1.0 (1.0) (1.0)
Foreign Subsidiary Losses With No Tax Benefit 1.5 9.6 11.9
Foreign Loss Carryforward Benefit (1.2) (6.8) (4.7)
Adjustment to valuation allowance 34.8 (33.2) (41.9)
State Tax 0.4 -- 1.2
Other (0.5) 1.5 (0.2)
---- ---- ----

1.0% 5.1% 0.3%
==== ==== ====
</TABLE>

As of June 29, 1996 operating loss carryforwards ("NOL") of
approximately $23,000,000 and tax credit carryforwards of approximately $136,000
are available for future U.S. federal and state tax returns. Tax loss
carryforwards of certain foreign operations in the aggregate of $1,087,000 are
available for tax and financial reporting purposes. Such tax loss carryforwards
begin to expire in the year 2004.

Undistributed earnings of foreign subsidiaries for which U.S. federal
and state income taxes have not been provided are approximately $56,000 at June
29, 1996.

The Company believes that its initial public offering, combined with
prior events, resulted in an "ownership change" of the Company as defined in
Section 382 of the Internal Revenue Code and the Regulations issued thereunder
(Section 382). Pursuant to Section 382, the Company's ability to use its NOLs
originating prior to the initial public offering would be subject to an annual
limitation of approximately $918,000. Losses incurred subsequent to the initial
public offering are available without annual limitation to offset future income.

Cash paid during the year for taxes was $213,000, $106,000 and $149,000
for fiscal years 1994, 1995, and 1996, respectively.

NOTE 8 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

Concurrent with the sale of the 1149 tester product line, Megatest
purchased 315,789 shares of the Company's Non-voting Series A Preferred stock,
at $4.75 per share, for a total of $1.5 million.

The Preferred stock provides for an annual cumulative dividend of five
percent which begins to accrue in November 1997. No dividends may be paid on the
Company's Common stock while any cumulative dividend remains accrued and unpaid.

In the event of liquidation of the Company, holders of the Preferred
stock are entitled to a preference of $4.75 per share, plus any accrued
dividends, before any amount can be paid on the Common stock. The Preferred
stock is redeemable at the option of the Company at any time six months after
the issuance date, at $4.75 per share, plus accrued dividends. The Preferred
stock is convertible into shares of Common stock, on a one-for-one basis, at the
option of either the Company or the holder at any time six months after the
issuance date. The liquidation preference, the redemption amount, and the
conversion ratio are all subject to adjustment in the event of changes affecting
the Company's capital structure and in the event of certain distributions to
stockholders.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS

The future minimum rental payments at June 29, 1996, due under
noncancelable operating leases, are as follows (in thousands):

1997................ $ 892
1998................ 19
----------
$ 911

Total rent expense charged to operations, primarily for buildings,
vehicles, and equipment was $449,000, $855,000, and $1,014,000 in fiscal years
1994, 1995 and 1996, respectively.

The Company has an employment agreement with its Chief Executive
Officer, that continues until 60 days written notice from either party. If the
agreement is terminated by the Company, the Company shall continue to pay the
salary in effect at date of termination for 12 months thereafter.

The Company has an agreement with one other employee which provides for
severance pay and other remuneration if employment is terminated without cause
or if the individual should resign following a change of control.

CONTINGENCIES

On December 28, 1995, University/Joseph Associates, the former landlord
of Sym-Tek Systems, Inc. (Sym-Tek), filed a lawsuit against the Company in
Superior Court in San Diego, California, seeking payment by the Company of
$500,000. The landlord alleges in the lawsuit that the Company agreed to pay
Sym-Tek's rent during the period in 1994 in which the Company and Sym-Tek were
negotiating a possible merger. The merger was not concluded, and the Company has
denied any liability to the landlord and intends to vigorously defend the
lawsuit.

On September 25, 1995 the Company sold all of the outstanding stock of
the Company's European subsidiary, Intertrade Scientific, Inc. (ITS) to Cardine
& Levy, a company based in France. In July 1996 Cardine & Levy initiated an
arbitration proceeding in Geneva, Switzerland under the rules of the
International Chamber of Commerce claiming damages from the Company related to
the discontinuation of a distribution relationship between ITS and one of its
significant equipment suppliers. The Company has responded to the request for
arbitration and denied any liability. The Company intends to vigorously defend
its position in the arbitration proceeding.

NOTE 10 - UNUSUAL AND NONRECURRING ITEMS
The Company incurred the following unusual and nonrecurring items
reflected in income (loss) from operations (in thousands):

1994 1995 1996
------- ------- -------

Proposed Sym-Tek acquisition and
subsequent settlement $(3,999) $ 1,948 $ --
Shareholder lawsuit (1,175) -- --
Gain on sale of 1149 tester
product line (Note 2) -- 5,194 1,524
Severance costs -- (752) --
Costs of closing Japan facility -- (212) --
------- ------- -------
Total $(5,174) $ 6,178 $ 1,524
======= ======= =======

During fiscal year 1994 the Company, in connection with a potential
merger with Sym-Tek, loaned Sym-Tek approximately $2,900,000, received a
security interest in substantially all of the assets of Sym-Tek, and incurred
certain other costs and liabilities aggregating approximately $1,100,000.
Recovery of these advances was uncertain and therefore fully reserved.
Settlement was reached resulting in a gain of $1,948,000 during the second
quarter of fiscal 1995.

The Company, certain of its directors, and certain of its former
officers, were defendants in a class action lawsuit alleging securities fraud in
connection with the Company's initial public offering and financial reporting
for the first and second quarters of fiscal 1994. The Company reached a
settlement with the plaintiffs whereby the Company paid $75,000 cash to an
escrow account and issued 200,000 shares of Common stock having a market value
of $1,100,000. The Company made a provision of $1,175,000 in its financial
statements in fiscal 1994.

During the second quarter of fiscal year 1995 the Company accrued
$752,000 for severance costs due under the former Chief Executive Officer's
employment agreement.

A provision of $212,000 was made in 1995 which covered the costs of
closing the Company's sales and service operations in Japan.

NOTE 11 - STOCK OPTION AND BONUS PLANS AND WARRANTS TO PURCHASE COMMON STOCK

In May 1995 and August 1995, the Board of Directors amended the April
1993 Incentive Stock Option Plan for key employees and reserved an additional
500,000 shares and 250,000 shares respectively for a total of 1,250,000 shares
of Common stock for issuance under the Plan at fair market value at the date of
grant. The shareholders have approved this amendment. The options expire five
years from the date of grant and generally vest over a two-year period at 50%
per year. If an individual ceases employment, he/she has one month to exercise
vested options granted prior to June 8, 1994 or 90 days for options granted on
or after June 8, 1994. Options granted in excess of the $100,000 annual IRS
limitations become nonqualified.

In April 1994, the Company granted an option for 45,000 shares to a
financial advisor for consulting services provided. In May 1995, the Board of
Directors reserved 150,000 shares of Common stock for the grant of nonqualified
stock options for outside directors, consultants and advisors.

In fiscal 1996, the Board of Directors and the shareholders approved
the Stock Option Plan for Outside Directors and reserved 300,000 shares of
Common stock for issuance under the Plan. Each person who becomes an outside
director will automatically be granted an option to purchase 10,000 shares. In
addition, each outside director will also automatically be granted an option to
purchase 10,000 shares immediately upon each reelection as a director, or on the
anniversary of the prior year's grant in any year in which there is no meeting
of the stockholders at which directors are elected. The period within which an
option must be exercised will be the earlier of (1) five years from the date of
the grant, or (2) the date which is one year after the director ceases to be a
director for any reason. The exercise price for each option will be the fair
market value of the stock on the date of grant, and each option will generally
vest over a two-year period at 50 percent per year.

<TABLE>
<CAPTION>
Shares subject to option under these plans during fiscal year 1994,
1995 and 1996 were as follows:

OPTIONS SHARES PRICE PER SHARE
------- ------ ---------------
<S> <C> <C>
Outstanding, June 26, 1993............ 209,000 $3.00

Granted................................. 645,000 $4.75 to $7.00
Expired................................. (55,000) $3.00 to $5.00
---------
Outstanding, June 25, 1994............ 799,000 $3.00 to $7.00

Granted.................................. 920,000 $2.00 to $4.25
Exercised................................ (55,000) $3.00
Expired.................................. (663,000) $3.00 to $7.00
----------
Outstanding, June 24, 1995............. 1,001,000 $2.00 to $7.00

Granted.................................. 180,000 $3.375 to $7.50
Exercised................................ (36,000) $2.00 to $4.25
Expired.................................. (294,500) $2.00 to $4.25
---------
Outstanding June 29, 1996.............. 850,500 $2.00 to $7.50
=======

Exercisable at June 29, 1996............. 530,500 $2.00 to $7.00
=======
</TABLE>

In May 1993, the Board of Directors approved an Incentive Bonus Plan
commencing in fiscal year 1994 which provides for payment of discretionary
annual bonuses to employees of up to 5% of the Company's pretax income. Eighty
percent of the bonus is to be paid in cash and twenty percent to the Company's
qualified 401(k) retirement plan.

On February 15, 1996, the Board of Directors adopted the Employee Stock
Purchase Plan and reserved 300,000 shares for issuance under the Plan. Eligible
employees can elect under the Plan to contribute between two percent and ten
percent of their base pay each plan year (June 1 - May 31) to purchase shares of
Common stock at a price per share equal to 85 percent of market value on the
first day of the plan year or the last day of the plan year, whichever is lower.
Employee contributions are deducted from their regular salary or wages. The
maximum number of shares which can be purchased by an employee in any plan year
is 1,000 shares.

The following summarizes all warrants outstanding to purchase shares of
the Company's Common stock at June 29, 1996:

Shares Exercise Price Expiration Date
------ -------------- ---------------

169,807 $ 3.125 December 31, 1999
30,000 4.00 March 5, 1998
68,500 5.00 December 31, 1999
10,000 10.00 March 5, 1998

NOTE 12 - SEGMENT, GEOGRAPHIC, CUSTOMER INFORMATION AND CONCENTRATION OF CREDIT
RISK

The Company and its subsidiaries are engaged in one major line of
business, the manufacture, sale and distribution of integrated circuit handlers
and testers.

<TABLE>
<CAPTION>
The Company and its subsidiaries operate in three geographic areas.
Summarized data for the Company's continuing operations by geographic area are
as follows (in thousands):

1994 U.S. EUROPE FAR EAST CONSOLIDATED
- ---- ---- ------ -------- ------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers...................... $ 14,557 $ 1,188 $ 15,579 $ 31,324
Inter-area sales to affiliates....................... 14,135 - - 14,135
Operating profit (loss).............................. (12,669) - 466 (12,203)
Identifiable assets.................................. 24,813 2,764 4,219 31,796
Export Sales: United States......................... - 51 556 607

1995

Sales to unaffiliated customers...................... $ 11,099 $ 2,208 $ 10,328 $ 23,635
Inter-area sales to affiliates....................... 8,686 - 1,048 9,734
Operating profit (loss).............................. 2,302 - (379) 1,923
Identifiable assets.................................. 7,003 977 3,552 11,532
Export Sales: United States......................... - - 1,048 1,048

1996

Sales to unaffiliated customers...................... $ 9,494 $ 3,764 $ 9,060 $ 22,318
Inter-area sales to affiliates....................... 7,448 - 927 8,375
Operating profit (loss).............................. 2,790 - (460) 2,330
Identifiable assets.................................. 13,587 - 3,393 16,980
Export Sales: United States......................... - - 927 927
</TABLE>

Sales to the Company's five largest customers in fiscal year 1996, 1995 and 1994
as a percent of net sales are as follows:

1994 1995 1996
---- ---- ----
Customer A 7% 15% 24%
B 10% 5% 11%
C 4% 6% 10%
D 17% 14% 5%
E 26% 9% 3%

The Company sells its products principally to integrated circuit
manufacturers and although the Company performs periodic credit evaluations of
its customers and credit losses historically have been small, its accounts
receivable balance is concentrated with customers principally in one industry.

NOTE 13 - NONCASH TRANSACTIONS

In December 1995, the Company issued 200,000 shares of common stock in
accordance with the $1.1 million settlement agreement for the shareholders'
lawsuit.

In January 1995, the Company issued 40,000 shares of Common stock to
one of its former Chief Executive Officers and recognized compensation expense
of $120,000 pursuant to his severance agreement.

In May 1995, the Company issued 40,000 shares of Common stock to
another of its former Chief Executive Officers, and agreed to pay him $20,000 in
full payment and satisfaction of all debts, liabilities and obligations of the
Company under his severance agreement. The Company recognized compensation
expense of $50,180.

NOTE 14 - DISCONTINUED OPERATIONS

On May 31, 1995, the Board of Directors initiated a formal plan to sell
the Company's European subsidiary, Intertrade Scientific, Inc. (ITS). As a
result, this subsidiary has been reflected as a discontinued operation for all
periods presented.

Net sales of discontinued operations were $10,033,000 and $15,416,000
for fiscal years 1994 and 1995, respectively. The net assets of ITS are
reflected as "net assets of discontinued operations" on the June 24, 1995
balance sheet and are primarily cash, accounts receivable, inventory, property,
plant and equipment, accounts payable and accrued liabilities.

In August 1995, the Company received a letter of intent to purchase all
of the outstanding shares of ITS stock. A provision for the loss on the sale of
approximately $3,038,000 was recorded in the results of operations for the year
ended June 24, 1995. As a result of the final signed sales agreement, the
Company realized a net gain of $0.7 million on the disposal of ITS. The
completion of the sale occurred during the first quarter of fiscal 1996.

SCHEDULE II
<TABLE>
<CAPTION>
MICRO COMPONENT TECHNOLOGY, INC. AND SUBSIDIARIES
VALUATION RESERVES
FOR FISCAL YEARS 1994, 1995 AND 1996
(IN THOUSANDS)

Balance at Additions Balance at
Beginning Charged to End of
Description of Year Expense Deductions of Year
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Reserves deducted from assets to which
they apply

NOTES AND ACCOUNTS RECEIVABLE

Year ended June 25, 1994 $ 67 $ 187(1) $ 10(2) $ 244
Year ended June 24, 1995 $ 244 $ (144)(1) $ -(2) $ 100
Year ended June 29, 1996 $ 100 $ 485(1) $ -(2) $ 585

INVENTORIES

Year ended June 25, 1994 $ 2,124 $ 2,939(3) $ 575(4) $ 4,488
Year ended June 24, 1995 $ 4,488 $ 2,613(3) $ 2,354 $ 4,747
Year ended June 29, 1996 $ 4,747 $ 814(3) $ 520(4) $ 5,041

DEFERRED INCOME TAXES

Year ended June 25, 1994 $ 8,200 $ 6,000(5) $ - $ 14,200
Year ended June 24, 1995 $ 14,200 $ - $ 300 $ 13,900
Year ended June 29, 1996 $ 13,900 $ - $ 1,700 $ 12,200

Notes: (1) Provision charged to selling general and administrative expense.
(2) Uncollectible accounts written off, less recoveries.
(3) Provision charged to cost of sales.
(4) Inventory written off.
(5) Benefit of operating loss carryforwards accumulated
during the year not recorded due to uncertainty of
realization.
</TABLE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses in connection with the
distribution of the securities being registered, other than fees and commissions
of underwriters and dealers. The Company has agreed to pay all of such expenses.
All such expenses are estimated, except for the SEC registration fee:

SEC registration fee..................... $ 4,130.61
Accounting fees and expenses............. 10,000.00
Legal fees and expenses.................. 50,000.00
Printing and engraving expenses.......... 7,500.00
Transfer agent and registrar fees........ 1,000.00
Blue Sky fees and expenses............... 10,000.00
Miscellaneous expenses................... 2,369.39
----------

Total........................... $85,000.00
==========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VII, Section 1, of the Bylaws of the Company provides that each
director, officer, employee or agent be fully indemnified by the corporation in
the manner and to the extent provided by Minnesota law. Minnesota Statutes,
Section 302A.521, generally requires a corporation to indemnify its directors,
officers, employees or agents against judgments, penalties, fines and expenses,
including attorneys' fees, incurred in connection with their official
capacities, provided that such person (i) has not been indemnified by another
with respect to the same matter, (ii) acted in good faith, (iii) received no
improper personal benefit, (iv) had no reasonable cause to believe that his
conduct was unlawful and (v) reasonably believed that his conduct was in the
best interests of the corporation.

Article VII, Section 1, of the Bylaws of the Company also authorizes
the corporation to purchase insurance to cover its directors, officers,
employees and agents for claims asserted against them in their official
capacities.

Article 10 of the Articles of Incorporation of the Company provides
that a director of the corporation shall have no liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duty, to the
fullest extent permitted by Minnesota law. Minnesota Statutes, Section 302A.251,
subd. 4, provides that a director is not liable to a corporation or its
shareholders for monetary damages resulting from a breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the corporation or its shareholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) for transactions from which the director derived an improper personal
benefit; (4) for payment of dividends or stock redemptions by the corporation in
violation of the provisions of Section 302A.559 of the Minnesota Business
Corporation Act, as it may be amended from time to time; or (5) for any purchase
or sale of securities in violation of Section 80A.23 of the Minnesota Securities
Act, as it may be amended from time to time.

The Company has purchased officers and directors liability insurance.
The policy provides that the insurer will pay, on behalf of the Company, 95
percent of any amount the Company is required or permitted to pay to indemnify
directors and certain officers due to a claim against such director or officer
for errors, omissions, misstatements, misleading statements, negligence, or
breach of duty while acting in their official capacities, or asserted against
them solely by reason of their office, with certain exclusions. The insurer will
pay a maximum of $1,000,000 pursuant to this policy, and will only make payment
to the extent such damages exceed $500,000.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information relating to all sales of unregistered
securities by the Company which occurred during the past three years:

1. In December 1992, and June 1993, the Company issued
warrants to an institutional lender as additional consideration for its
extension of a loan to the Company of $1,500,000. The warrant entitles the
lender to purchase one share of Common Stock for each week, for each $1,000 of
principal outstanding up to $800,000 during that week, and four shares of Common
Stock for each week for each $1,000 of principal outstanding in excess of
$800,000. The lender accrued the right to purchase 266,365 shares of Class A
Common Stock pursuant to this warrant, which was adjusted to 426,184 on August
17, 1995 due to the effect of the anti-dilution provisions of the warrant, and
the exercise price was adjusted to $3.125 per share. The warrant expires on
December 31, 1999.

2. January 8, 1993, 20,000 shares of the Company's Series C
Convertible Preferred Stock were issued to an individual in consideration for a
note for $100,000 and cancellation of a trade debt of $100,000.

3. On March 5, 1993, a warrant to purchase 30,000 shares of
the Company's Series C Convertible Preferred Stock for $10.00 per share was
issued to an institutional lender in exchange for its agreement to extend the
due date on a loan made by it to the Company. The warrant originally expired on
March 5, 1998. In November, 1994 the exercise price was adjusted to $4.00 per
share, and on October 31, 1995 the expiration date was extended to December 31,
1999.

4. On March 5, 1993, a warrant to purchase 10,000 shares of
the Company's Series C Convertible Preferred Stock for $10.00 per share was
issued to a publicly-sponsored development agency in exchange for its agreement
to extend the due date on a loan made by it to the Company. This warrant expires
on March 5, 1998.

5. On March 24, 1993, 5,000 shares of the Company's Series C
Convertible Preferred Stock were issued to an individual in consideration for
the cancellation of trade debt of $50,000.

6. On March 24, 1993, 4,999 shares of the Company's Series C
Convertible Preferred Stock were issued to three individuals in consideration
for cancellation of a trade debt of $50,000.

7. On May 4, 1993, 10,000 shares of the Company's Class A
Common Stock were issued to an individual in consideration for cancellation of a
$30,000 debt owed to the individual.

8. On May 10, 1993, the Company sold 10,000 shares of its
Class A Common Stock to the Company's Chief Financial Officer for $3.00 per
share.

9. On June 1, 1993, an individual lender was issued a warrant
to purchase Class A Common Stock at $5.00 per share in exchange for his
agreement to extend payment on a $1,500,000 loan to the Company until July 31,
1994, and to lower the interest rate on that loan. This warrant entitles him to
purchase one share of common stock for each week between May 30, 1993 and
September 1, 1993 for each $1,000 of principal amount of the loan outstanding
exceeding $1,000,000, and one share for each week for each $1,000 of principal
outstanding thereafter. He accrued the right to purchase 18,500 shares of Class
A Common Stock pursuant to this warrant which expires on December 31, 1999.

10. As of June 1, 1993 certain institutional holders of the
Company's Convertible Subordinated Debentures were issued warrants to purchase
Class A Common Stock for $5.00 per share expiring December 31, 1999 in exchange
for their agreement to defer a principal and interest payment on the Debentures.
These warrants entitle the holders to purchase one share of Class A Common Stock
for each week, beginning with the week of June 1, 1993, that each $1,000 of the
$500,000 principal payment due July 31, 1993, remained outstanding. The holders
accrued the right to purchase 10,000 shares of Class A Common Stock pursuant to
these warrants.

11. On June 17, 1993, an individual was issued 1,000 shares of
Class A Common Stock as partial consideration for his agreement to perform
consulting services for the Company.

12. On July 1, 1993, the Company issued a warrant to an
executive of the Company as additional consideration for his loan to the Company
of $100,000. The warrant gives him the right to purchase four shares of Class A
Common Stock at $5.00 per share for each week for each $1,000 of principal which
was outstanding on the loan. He accrued the right to purchase 2,400 shares of
Class A Common Stock pursuant to this warrant.

13. On October 11, 1993, the Company issued 1,312,660 shares
of its common stock to holders of its outstanding preferred stock and debentures
in exchange for surrender of 553,842 shares and debentures with a principal
totalling $2,100,000.

14. On July 14, 1994 the Company issued a warrant to purchase
30,000 shares of its common stock at $5.00 per share to a supplier for a
purchase price of $300.00, in connection with the settlement of litigation
between the parties. The warrant expires on December 31, 1999.

15. On November 4, 1994, the Company issued a total of 40,000
shares of its common stock to a former officer in settlement of outstanding debt
and claims totalling $96,528.

16. On November 22, 1994 the Company issued 315,790 shares of
Series A Convertible Preferred Stock to a corporation, in connection with the
sale by the Company of a product line, for a purchase price of $1,500,000.

17. On June 16, 1995, the Company issued 40,000 shares to a
former Chief Executive Officer in settlement of certain claims totalling
$145,000.

18. On August 17, 1995, the Company issued 1,500,000 shares of
its common stock to sixteen accredited investors in a private offering under
Regulation D for a total purchase price of $4,687,500.00.

19. From September 26, 1995 to November 3, 1995, the Company
issued 165,102 shares of its common stock to certain holders of warrants upon
exercise of those warrants. These issuances were pursuant to the cashless
exercise provisions of the warrants, and the Company received no additional
consideration.

20. On December 29, 1995, the Company issued 200,000 shares of its
common stock as part of the court-approved settlement of the securities class
action litigation. The shares were issued to class members and their counsel.
The issuance was exempt from registration pursuant to Section 3(a)(10) of the
Act.

21. On February 5, 1996, the Company issued 160,000 shares of its
common stock to certain holders of warrants upon exercise of those warrants in
exchange for cash. All of the shares are included in this registration.

Except for items 20 and 21, all of the above issuances were made in
reliance upon the exemption from registration provided by Section 4(2) of the
Act. The following factors were relied upon by the Company to establish the
availability of this exemption for the sales of securities described above: (1)
all offers and sales were made by personal contact from officers or directors of
the Company, (2) each purchaser was sophisticated in relation to his investment,
(3) each purchaser gave written assurance of investment intent, (4) share
certificates or warrants included legends referring to restrictions on transfer,
(5) sales were made to a limited number of persons, and (6) each purchaser was
given, or had full access to, all material information regarding the Company and
the security necessary to make an informed decision.

The sales set forth in item 13 were also made in reliance upon the
exemption provided by Section 3(a)(9) of the Act. The following factors were
relied upon by the Company to establish the availability of this exemption: (1)
the securities issued were exchanged exclusively with existing security holders
of the Company, (2) the securities were issued solely in exchange for surrender
of outstanding securities of the issuer, or for interest or dividends on such
securities, and (3) no commission or other remuneration was paid or given,
directly or indirectly, for soliciting such exchange.

No underwriting commissions or discounts were paid with respect to any
of the sales of unregistered securities described above.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

2. Agreement and Plan of Merger between the Company and its wholly-owned
subsidiary. (filed herewith)
3A. Articles of Incorporation of the Company after reincorporation in
Minnesota. (filed herewith)
3B. Bylaws of the Company after reincorporation in Minnesota.
(filed herewith)
4. Specimen Certificate of Common Stock.(1)
5. Opinion of Best & Flanagan, Professional Limited Liability Partnership.
(filed with Amendment No. 2)
10A. Agreements between the Company and Hambrecht & Quist Guaranty Finance.
10A.i. Warrant Purchase Agreement dated July 22, 1992.(1)
10A.ii. Second Common Stock Warrant Purchase Agreement dated
August 10, 1993.(1)
10A.iii. First Amendment to Restated Financing Agreement dated
August 24, 1994, with attached Amendment to Warrant
Purchase Agreement and Warrants.(2)
10A.iv. Warrant Amendment Agreement dated October 31, 1995.
(filed with Amendment No. 1)
10B. Incentive Stock Option Plan as amended through June 27, 1996.(9)
10C. Incentive Bonus Plan adopted by the Board of Directors of the Company
on May 26, 1993.(1)
10D. Form of Non-Competition Agreement between the Company and certain
senior executive officers.(1)
10E. Promissory Note, Warrant Purchase Agreement, and Warrant between the
Company and Mr. Duane A. Wille, dated July 1, 1993, as amended.(1)
10F. Sales Distributor Agreement between the Company and Intertrade
Scientific, Inc. dated January 1, 1992.(1)
10G. Asset Purchase Agreement and Preferred Stock Purchase Agreement between
the Company and Megatest Corporation dated November 22, 1994.(3)
10H. Stock Purchase Agreement and Commission Agreement entered into between
the Company and Cardine & Levy, dated September 25, 1995.(7)
10I. Employment Agreement with David M. Sugishita dated August 19, 1994.(2)
10J. Resignation Agreement with Daniel J. Hill dated January 11, 1995.(4)
10K. Employment Agreement with Roger E. Gower dated March 28, 1995.(5)
10L. Stock Option Agreement between the Company and Bentley Hall & Company
dated April 19, 1994.(6)
10M. Employment Agreement with Dennis Nelson dated May 30, 1996. (9)
10N. Employee Stock Purchase Plan.(8)
10O. Stock Option Plan for Outside Directors.(8)
10P. Lease with Medtronic, Inc. for the Company's headquarters dated May 1,
1996.(10)
10Q. Lease with CSM for the Company headquarters dated October 1996.(10)
11A. Computation of Earnings Per Common and Common Equivalent Share for the
fiscal year ended June 29, 1996.(9)
11B. Computation of Earnings Per Common and Common Equivalent Share for the
three-month period ended September 28, 1996.(10)
21. Revised Listing of Subsidiaries of the Company.(filed with
Amendment No. 1)
23. Consent of Deloitte & Touche LLP. (filed herewith)
24. Powers of Attorney. (filed with original Registration Statement)

(1) Incorporated by reference to the exhibits to the registration statement
on Form S-1 filed by the Company on August 24, 1993, as amended, SEC
File Number 33-67846.

(2) Incorporated by reference to the exhibits to the report on Form 10-K
filed by the Company for the fiscal year ended June 25, 1994, file
number 0-22384.

(3) Incorporated by reference to the report on Form 8-K filed by the
Company on December 8, 1994, file number 0-22384.

(4) Incorporated by reference to the report on Form 10-Q filed by the
Company for the quarter ended December 24, 1994, file number 0-22384.

(5) Incorporated by reference to the report on Form 10-Q filed by the
Company for the quarter ended March 25, 1995, file number 0-22384.

(6) Incorporated by reference to the report on Form 10-K filed by the
Company for the fiscal year ended June 24, 1995, file number 0-22384.

(7) Incorporated by reference to the report on Form 10-Q filed by the
Company for the quarter ended September 30, 1995, file number 0-22384.

(8) Incorporated by reference to the Registration Statement on Form S-8
filed by the Company on October 31, 1994, as amended, SEC File Number
33-85766.

(9) Incorporated by reference to the report on Form 10-K filed by the
Company for the fiscal year ended June 29, 1996, file number 0-22384.

(10) Incorporated by reference to the report on Form 10-Q filed by the
Company for the quarter ended September 28, 1996, file number 0-22384.

(b) FINANCIAL STATEMENT SCHEDULES.

Schedule II. Valuation Reserves for Fiscal Years 1994, 1995 and 1996.

ITEM 17. 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 of 1933;

(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, provided, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.

(i) The undersigned Company hereby undertakes:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each posteffective amendment that contains a
form of prospectus 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Paul, State of Minnesota, on November 12, 1996.

MICRO COMPONENT TECHNOLOGY, INC.

By: /s/ Roger E. Gower
-------------------------------------
Roger E. Gower
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on November 12, 1996.

Signature Capacity
--------- --------

/s/ Roger E. Gower President, Chief Executive
- ----------------------------- Officer and Chairman of the Board
Roger E. Gower

/s/ Jeffrey S. Mathiesen Vice President, Chief Financial
- ----------------------------- Officer and Chief Accounting
Jeffrey S. Mathiesen Officer

* Director
- -----------------------------
David M. Sugishita

* Director
- -----------------------------
Patrick Verderico

* Director
- -----------------------------
D. James Guzy

*By: /s/ Roger E. Gower
------------------------
Roger E. Gower pursuant to
power of attorney

The above listed directors constitute a majority of the Board of Directors of
the Company.
EXHIBIT INDEX

EXHIBIT NO. PAGE

2. Agreement and Plan of Merger between the Company
and its wholly-owned subsidiary.
3A. Articles of Incorporation of the Company after
reincorporation in Minnesota.
3B. Bylaws of the Company after reincorporation in Minnesota.
23. Consent of Deloitte & Touche LLP.

EXHIBIT 2

AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger, dated as of September 20, 1996, between
Micro Component Technology, Inc., a Delaware corporation ("MCT"), and Micro
Component Technology, Inc. a Minnesota corporation and a wholly-owned subsidiary
of MCT (the "Surviving Corporation").

WHEREAS, MCT, as of the date hereof, has authority to issue 20,000,000
shares of Common Stock, $.01 par value, of which 7,031,170 shares are issued and
outstanding, and 1,000,000 shares of Preferred Stock, $.01 par value, of which
315,789 shares are issued and outstanding; and

WHEREAS, the Surviving Corporation, as of the date hereof, has
authority to issue 20,000,000 shares of Common Stock, $.01 par value, and
10,000,000 shares of Preferred Stock, $.01 par value; and

WHEREAS, as of the date hereof, 100 shares of Common Stock of the
Surviving Corporation are issued and outstanding and held by MCT, and no shares
of the Preferred Stock of the Surviving Corporation are issued and outstanding;
and

WHEREAS, MCT and the Surviving Corporation desire that MCT merge with
and into the Surviving Corporation and that the Surviving Corporation shall
continue as the Surviving Corporation in such merger, upon the terms and subject
to the conditions set forth herein and in accordance with the laws of the State
of Delaware and the laws of the State of Minnesota; and

WHEREAS, the respective Boards of Directors of MCT and the Surviving
Corporation have approved this Agreement and directed that it be submitted to a
vote of their stockholders.

NOW THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree to merge as follows:

ARTICLE 1

MERGER

1.1 Merger. Subject to the terms and conditions of this Agreement, MCT
shall be merged with and into the Surviving Corporation (the "Merger") in
accordance with the Delaware Corporation Law and the Minnesota Business
Corporation Act, and the separate existence of MCT shall cease and the Surviving
Corporation shall be the surviving corporation and continue its corporate
existence under the laws of the State of Minnesota.

1.2 Effect of the Merger. At the Effective Time of the Merger (as
hereinafter defined), the Surviving Corporation shall possess all of the
rights, privileges, immunities and franchises, of a public as well as of a
private nature, of each of MCT and the Surviving Corporation; all property,
real, personal and mixed, and all debts due on any account, including
subscriptions for shares, and all other choses in action, and every other
interest of or belonging to or due to each of MCT and the Surviving Corporation
shall vest in the Surviving Corporation without any further act or deed; the
title to any real estate or any interest therein vested in MCT shall not revert
nor in any way become impaired by reason of the Merger; the Surviving
Corporation shall be responsible and liable for all of the liabilities and
obligations of each of MCT and the Surviving Corporation; a claim of or against
or a pending proceeding by or against MCT or the Surviving Corporation may be
prosecuted as if the Merger had not taken place, or the Surviving Corporation
may be substituted in the place of MCT; and neither the rights of creditors nor
any liens upon the property of MCT or the Surviving Corporation shall be
impaired by the Merger.

1.3 Effective Time of the Merger. The Merger shall become
effective as of the date and time (the "Effective Time of the Merger") the
following actions are completed: (a) this Agreement or an appropriate
certificate of merger is filed in accordance with the Delaware General
Corporation Law; and (b) appropriate articles of merger
are filed in accordance with the Minnesota Business Corporation Act.

ARTICLE 2

NAME, ARTICLES OF INCORPORATION, BYLAWS,
DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

2.1 Name of Surviving Corporation. The name of the Surviving
Corporation shall be "Micro Component Technology, Inc."

2.2 Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation shall be the Articles of Incorporation of the Surviving
Corporation from and after the Effective Time of the Merger until amended
thereafter as provided therein or by law.

2.3 Bylaws. The Bylaws of the Surviving Corporation shall be the Bylaws
of the Surviving Corporation from and after the Effective Time of the Merger
until amended thereafter as provided therein or by law.

2.4 Directors and Officers. The directors and officers of MCT at the
Effective Time of the Merger shall be the directors and officers, respectively,
of the Surviving Corporation from and after the Effective Time of the Merger and
shall hold office in accordance with the Articles of Incorporation and Bylaws of
the Surviving Corporation until the expiration of the terms to which they were
elected to serve as directors and officers of MCT and until their successors are
duly elected and qualified.

ARTICLE 3

CONVERSION AND EXCHANGE OF CERTIFICATES

3.1 Conversion. At the Effective Time of the Merger, each of the
following transactions shall be deemed to occur simultaneously:

(a) Each share of MCT Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall, by virtue
of the Merger and without any action on the part of the holder thereof,
be converted into and become one validly issued, fully paid and
non-assessable share of the Surviving Corporation Common Stock. The
shares of MCT Common Stock so converted shall cease to exist as such
and shall exist only as shares of the Surviving Corporation Common
Stock.

(b) Each share of MCT Preferred Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall, by virtue
of the Merger and without any action on the part of the holder thereof,
be converted into and become one validly issued, fully paid and
non-assessable share of the Surviving Corporation Preferred Stock. The
shares of MCT Preferred Stock so converted shall cease to exist as such
and shall exist only as shares of the Surviving Corporation Preferred
Stock.

(c) Each stock option or warrant to purchase shares of MCT
Common Stock outstanding immediately prior to the Effective Time of the
Merger shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become a stock option
or warrant to purchase, upon the same terms and conditions, the number
of shares of the Surviving Corporation Common Stock which is equal to
the number of shares of MCT Common Stock which the optionee would have
received had he exercised his option or warrant in full immediately
prior to the Effective Time of the Merger (whether or not such option
or warrant was then exercisable). The exercise price per share under
each of such options or warrants shall be equal to the exercise price
per share thereunder immediately prior to the Effective Time of the
Merger.

(d) Each share of the Surviving Corporation Common Stock
issued and outstanding immediately prior to the Effective Time of the
Merger and held by MCT, without any action on the part of MCT or any
other person, shall be cancelled, and no shares of the Surviving
Corporation or other securities of the Surviving Corporation shall be
issued or other consideration paid in respect thereof.

3.2 Exchange of Certificates.

(a) From and after the Effective Time of the Merger, each
holder of an outstanding certificate which immediately prior to the
Effective Time of the Merger represented shares of MCT Common Stock or
Preferred Stock shall be entitled to receive in exchange therefor, upon
surrender thereof to the transfer agent designated by the Surviving
Corporation, a certificate or certificates representing the number of
shares of the Surviving Corporation Common Stock or Preferred Stock
into which such holder's shares of MCT Common Stock or Preferred Stock
were converted.

(b) If any certificate for shares of the Surviving Corporation
capital stock is to be issued in a name other than that in which the
certificate for shares of MCT capital stock surrendered in exchange
therefor is registered, it shall be a condition of such exchange that
the certificate so surrendered shall be properly endorsed and otherwise
in proper form for transfer and the person requesting such exchange
shall pay any transfer and other taxes required by reason of the
issuance of certificates for such shares of the Surviving Corporation
capital stock in a name other than that of the registered holder of the
certificate surrendered, or shall establish to the satisfaction of the
Surviving Corporation or its agent that such tax has been paid or is
not applicable. Notwithstanding the foregoing, no party hereto shall be
liable to a holder of shares of MCT capital stock for any shares of the
Surviving Corporation capital stock or dividends or distributions
thereon delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law.

ARTICLE 4

EMPLOYEE BENEFIT AND COMPENSATION PLANS

At the Effective Time of the Merger, any employee benefit plan or
incentive compensation plan, including any stock option plan, to which MCT is
then a party shall be assumed by, and continue to be that plan of the Surviving
Corporation. To the extent any employee benefit plan or incentive compensation
plan of MCT or any of its subsidiaries provides for the issuance or purchase of,
or otherwise relates to, MCT capital stock, from and after the Effective Time of
the Merger such plan shall be deemed to provide for the issuance or purchase of,
or otherwise to relate to, the Surviving Corporation capital stock.

ARTICLE 5

CONDITIONS

Consummation of the Merger is subject to the satisfaction at or prior
to the Effective Time of the Merger of the following conditions:

5.1 MCT Stockholder Approval. This Agreement and the Merger shall have
been adopted and approved by the stockholders of MCT in accordance with the
applicable provisions of the Delaware General Corporation Law.

5.2 The Surviving Corporation Stockholder Approval. This Agreement and
the Merger shall have been adopted and approved by MCT as the holder of all of
the outstanding shares of the Surviving Corporation capital stock prior to the
Effective Time of the Merger in accordance with the provisions of the Minnesota
Business Corporation Act.

5.3 Consents, etc. Any and all consents, permits, authorizations,
approvals and orders deemed in the sole discretion of MCT to be material to the
consummation of the Merger shall have been obtained.

ARTICLE 6

GENERAL

6.1 Termination and Abandonment. This Agreement may be terminated and the
Merger and other transactions herein provided for abandoned at any time prior to
the Effective Time of the Merger, whether before or after adoption and approval
of this Agreement by the stockholders of MCT, by action of the Board of
Directors of MCT, if the Board of Directors of MCT determines that the
consummation of the transactions provided for herein would not, for any reason,
be in the best interests of MCT and its stockholders. In the event of
termination of this Merger Agreement, this Merger Agreement shall become void
and of no effect and there shall be no liability on the part of either MCT or
the Surviving Corporation or their respective Boards of Directors or
stockholders, except that MCT shall pay all expenses incurred in connection with
the Merger or in respect of this Merger Agreement or relating thereto.

6.2 Amendment. This Agreement may be amended at any time prior to the
Effective Time of the Merger with the mutual consent of the Boards of Directors
of MCT and the Surviving Corporation; provided, however, that after it has been
adopted by the stockholders of MCT, this Agreement may not be amended in any
manner which, in the judgment of the Board of Directors of MCT, would have a
material adverse effect on the rights of such stockholders or in any manner not
permitted under applicable law; provided further, however, that any amendment of
this Agreement after its adoption by the sole stockholder of the Surviving
Corporation shall require the prior approval of such stockholder.

6.3 Deferral. Consummation of the transactions herein provided for may be
deferred by the Board of Directors of MCT for a reasonable period of time if the
Board of Directors determines that such deferral would be, for any reason, in
the best interests of MCT and its stockholders.

6.4 Headings. The headings set forth herein are inserted for convenience or
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

6.5 Counterparts. This Agreement may be executed in two counterparts, each
of which shall constitute an original, and all of which, when taken together,
shall constitute one and the same instrument.

6.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, except to the extent the laws
of the State of Minnesota are applicable to the Surviving Corporation in respect
of the Merger.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its officers hereunto duly authorized, all as of
the day and year first above written.

MICRO COMPONENT TECHNOLOGY, INC.
A Delaware Corporation

By: /s/Roger E. Gower
-----------------------------
Its President

MICRO COMPONENT TECHNOLOGY, INC.
A Minnesota Corporation

By: /s/ Roger E. Gower
----------------------------
Its President

EXHIBIT 3A

ARTICLES OF INCORPORATION

MICRO COMPONENT TECHNOLOGY, INC.

I, the undersigned, being a natural person of full age, for the purpose
of forming a corporation under Minnesota Statutes, Chapter 302A, do hereby adopt
the following Articles of Incorporation:

1. Name. The name of this corporation is Micro Component
Technology, Inc.

2. Registered Office. The location and post office address of
the registered office in the State of Minnesota is 4000 First Bank
Place, 601 Second Avenue South, Minneapolis, MN 55402-4331.

3. Purpose. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be now or hereafter
organized under the Business Corporation Act of Minnesota.

4. Common Stock. The total number of shares of the
corporation's common stock authorized for issuance is twenty million
(20,000,000) shares with a par value of $.01 per share.

5. Preferred Stock. The corporation is authorized to from time
to time up to an aggregate of one million (1,000,000) shares of
preferred stock in one or more series. Each such series shall have such
rights and preferences, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation preferences,
as shall be determined by the Board of Directors by resolution at or
before issuance of the shares.

6. No Preemptive Rights. No shareholder of the corporation
shall have any preemptive or other right to acquire the common stock or
any other securities of the corporation.

7. No Cumulative Voting. The shareholders of the corporation
shall not be entitled to cumulate their votes in the election of
directors.

8. Incorporator. The name and post office address of the
incorporator are as follows:

James C. Diracles
4000 First Bank Place
601 Second Avenue South
Minneapolis, MN 55402

9. Directors. The following persons shall be the directors of
the corporation until their successors are elected and have qualified,
or until their earlier death, resignation, removal, or
disqualification:

Roger E. Gower
Donald R. VanLuvanee
Patrick Verderico
D. James Guzy
David M. Sugishita

10. Liability of Directors. To the fullest extent permitted by
the Minnesota Business Corporation Act, as the same exists or may
hereafter be amended, a director of this corporation shall not be
personally liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director. A repeal or
modification of this Article shall not apply to any act or omission by
a director which occurs prior to the effective date of such repeal or
modification.

Dated: September 20, 1996

/s/ James C. Diracles
---------------------------
James C. Diracles

EXHIBIT 3B

BYLAWS
OF
MICRO COMPONENT TECHNOLOGY, INC.

A Corporation duly organized under
the Laws of the State of Minnesota

ARTICLE I.

Offices

Section 1. Principal Office. The principal office of the corporation in
the State of Minnesota shall be located in the City of Shoreview, County of
Ramsey. The corporation may have such other offices either within or without the
State of Minnesota as the Board of Directors may from time to time designate or
as the business of the corporation may require.

Section 2. Registered Office. The registered office of the corporation
required by the Minnesota Business Corporation Act to be maintained in the State
of Minnesota is 4000 First Bank Place, Minneapolis, Minnesota 55402. The Board
of Directors of the corporation may, from time to time, change the location of
the registered office. On or before the day that such change is to become
effective, a certificate of such change and of the location and post office
address of the new registered office shall be filed with the Secretary of State
of the State of Minnesota. The registered office need not be identical with the
principal office in the State of Minnesota.

ARTICLE II.

Meetings of Shareholders

Section 1. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Minnesota, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, the place of meeting shall be the
principal office of the corporation in the State of Minnesota.

Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held at such time and on such day as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Minnesota, such meeting shall
be held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.

Section 3. Notice of Annual Meeting. Written notice stating the place,
day and hour of the meeting, shall be mailed or personally delivered not less
than ten days prior to the date of the meeting by the Secretary, to each
shareholder of record entitled to vote at such meeting. Waiver by a shareholder
of notice of a shareholder's meeting, signed by him, whether before or after the
time of such meeting, shall be equivalent of the giving of such notice. In the
case of adjournment of a meeting from time to time, no further notice of the
adjourned meeting shall be necessary if an announcement is made at the meeting
where the adjournment is had, specifying the place, day and hour of the
adjourned meeting.

Section 4. Special Meetings. Special meetings of the shareholders may
be called at any time upon request of the President, any Vice-President or a
majority of the members of the Board of Directors, or upon a request in writing
to the President, any Vice-President or the Board of Directors by one or more
shareholders holding not less than 10% of the voting power of the shareholders.

Section 5. Notice of Special Meetings. Written notice stating the
place, day, hour of the meeting, and purpose or purposes for which the meeting
is called, shall be mailed or personally delivered not less than five days prior
to the date of the meeting by the Secretary, to each shareholder of record
entitled to vote at such meeting.

Section 6. Quorum and Adjournment. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly called or held meeting at
which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

Section 7. Business at Special Meetings. Business transacted at all
special meetings shall be confined to the purposes stated in the notice.

Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.

Section 9. Voting Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in the appropriate Order of the Court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

ARTICLE III.
Board of Directors

Section 1. General Powers. The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws required to be exercised or
done by the shareholders.

Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be at least three but no greater than nine, as
established by a resolution of the Board of Directors from time to time. Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified. Directors need not be
residents of the State of Minnesota or shareholders of the corporation.

Section 3. Resignations and Removal. Any director of the corporation
may resign at any time by giving written notice to the Secretary of the
corporation. Such resignation shall take effect at the date of the receipt of
such notice, or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any director may be removed with or without cause, by a
majority vote of the shareholders entitled to vote at an election of directors
at any special meeting thereof.

Section 4. Vacancies. Except with respect to the initial election of a
director to fill a newly created directorship resulting from an increase in the
number of directors by action of the Board of Directors in the manner as
permitted by statute, if the office of any director becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, the directors then in office, although less than a quorum, by a
majority vote, may choose a successor who shall hold office for the unexpired
term in respect of which such vacancy occurred.

Section 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place, as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Minnesota, for the holding of additional regular meetings
without other notice than such resolution.

Section 6. Special meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Minnesota, as the place
for holding any special meeting of the Board of Directors called by them.

Section 7. Notice. Notice of any, special meeting shall be given at
least three days by written notice delivered personally, mailed or deliver by
facsimile to each director at his home or business address. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

Section 8. Quorum. At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If a quorum is present at the call of a meeting, the directors
may continue to transact business until adjournment notwithstanding the
withdrawal of enough directors to leave less than a quorum.

Section 9. Action Without Meeting. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board of Directors or of such committee as the case may be, and
such written consent is filed with the minutes of proceedings of the board of
Directors or committee. Such action shall be effective on the date on which the
last signature is placed on such writing or writings, or such earlier effective
date as is set forth therein.

Section 10. Participation by Conference Telephone. Directors of the
corporation may participate in a meeting of the Board of Directors or any
committee thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a manner shall constitute presence in
person at such meeting. All notice and quorum provisions shall be applicable.

Section 11. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, for attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

Committees

Section 1. Audit Committee. The Board of Directors may appoint from
among its members an Audit Committee composed of not less than two of its
members.

The Audit Committee shall recommend the selection of the corporation's
independent accountants, approve the services performed by such accountants, and
review and evaluate the corporation's financial and reporting systems and the
adequacy of internal controls for compliance with corporate guidelines. In
addition, the Audit Committee shall also perform such other duties as shall from
time to time by prescribed by the Board of Directors.

Section 2. Compensation Committee. The Board of Directors may
appoint from among its members a Compensation Committee composed of not less
than two of its members and shall designate one of such members as Chairman.

The Compensation Committee shall review and recommend to the Board
compensation arrangements for all executive officers of the corporation. In
addition, the Compensation Committee shall administer or supervise
administration of the corporation's employee benefit plans. The Compensation
Committee shall also perform such other duties as shall from time to time by
prescribed by the Board of Directors.

Section 3. Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board may determine,
which shall in each case consist of not less than two directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board of Directors.

ARTICLE V.

Officers

Section 1. Number and Election. The Board of Directors may elect from
its own number, a Chairman of the Board, a President and Chief Executive
Officer, a Treasurer and Chief Financial Officer, such Vice-Presidents as, in
the opinion of the Board, the business of the corporation requires, a Secretary,
and it shall elect or appoint from time to time such other additional officers
as in its opinion are desirable for the conduct of the business of the company.

Section 2. Removal. In its discretion the Board of Directors, by the
vote of a majority of the Board, may leave unfilled for any such period as it
may fix by resolution any office. Any officer or agent shall be subject to
removal at any time by the affirmative vote of a majority of the whole Board of
Directors. Any officers, agent or employee, other than officers appointed by the
Board of Directors, shall hold office at the discretion of the officer
appointing them.

Section 3. Vacancy. A vacancy in any office because of death,
retirement, resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.

Section 4. Duties of Chairman. The Chairman of the Board of Directors
if elected, or, failing his election, the President, shall preside at all
meetings of the Board of Directors and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.

Section 5. Duties of President. The President shall be the Chief
Executive Officer of the corporation, shall preside at all meetings of the
shareholders, and in the absence of the Chairman of the Board at meetings of the
Board of Directors, shall have general and active management of the business of
the corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect and shall maintain records of and certify all
proceedings of the Board and the shareholders.

The President shall appoint such functionary Vice-Presidents who shall
be Vice-Presidents in name only and shall not be deemed Corporate Officers under
Article V, Section 1, hereof. They shall have no term of office but hold such
title at the discretion of the President. They shall perform such duties as
designated by the President.

Section 6. Duties of Vice-Presidents. The Vice-Presidents shall be
responsible for performing those duties as from time to time may be assigned to
them by the President or by the Board of Directors of the corporation.

Section 7. Secretary. The Secretary shall: (a) attend all meetings of
the Board of Directors and all meetings of the shareholders; (b) keep the
minutes of the shareholders, Board of Directors, and standing committees, in one
or more books provided for that purpose; (c) give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors; (d) be custodian of the corporate records; and (e) perform such other
duties as may be prescribed by the Board of Directors or President, under whose
supervision he shall be.

Section 8. Duties of Treasurer. The Treasurer shall be the Chief
Financial Officer of the corporation, shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation.

Section 9. Bank Accounts. In addition to such bank accounts as may be
authorized in the usual manner by resolution of the Board of Directors, the
Treasurer of the corporation with the approval of the President may authorize
such bank accounts to be opened or maintained in the name and on behalf of the
corporation as he may deem necessary or appropriate, payments from such bank
accounts to be made upon and according to the check of the corporation which may
be signed jointly or singly by either the manual or facsimile signature or
signatures of such officer or bonded employee or such officers or bonded
employees of the corporation as shall be specified in the written instructions
of the Treasurer of the corporation with the approval of the President of the
corporation.

Section 10. Exercise of Rights as Shareholders. Unless otherwise
ordered by the Board of Directors, the President or a Vice-President thereunto
duly authorized by the President shall have full power and authority on behalf
of the corporation to attend and to vote at any meeting of shareholder's of any
corporation in which this corporation may hold stock, and may exercise on behalf
of this corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of this corporation in
connection with the exercise by this corporation of the rights and powers
incident to the ownership of such stock. The Board of Directors, from time to
time, may confer like powers upon any other person or persons.

ARTICLE VI.

Certificates for Shares and Their Transfer

Section 1. Certificate for Shares. Certificates representing shares of
the corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
President or the Secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and the date of
issue, shall be entered on the stock transfer books of the corporation.

Section 2. Transfer Agent. The Board of Directors shall have power to
appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates shall be countersigned and registered by one or more of such
transfer agents and registrars. In case of any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

Section 3. Transfer of Stock. Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by the
holder of record thereof in person or by a duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares.

Section 4. Lost Certificates. Any shareholder claiming a certificate of
shares to be lost, stolen, or destroyed shall make an affidavit or affirmation
of that fact in such form as the Board of Directors may require, and shall, if
the directors so require, give the corporation a bond of indemnity in form and
with one or more sureties satisfactory to the Board, in at least double the
value of the shares represented by said certificate, whereupon a new certificate
may be issued of the same tenor and for the same number of shares as the one
alleged to have been lost, stolen or destroyed.

Section 5. Registered Shareholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Minnesota.

ARTICLE VII.

Indemnification of Officers, Directors,
Employees and Agents

Section 1.Indemnification of Officers, Directors, Employees and Agents.

Pursuant to the provisions of Minnesota Statutes, Section 302A.521, as
amended, the corporation shall indemnify its officers, directors, committee
members, employees, and agents in the manner and to the full extent that the
corporation has power to provide indemnification under such statute, provided
that a determination is made in each case, in the manner required by such
statute, that the person seeking indemnification is eligible therefor. The
corporation may purchase and maintain insurance on behalf of its officers,
directors, committee members, employees, and agents against any liabilities
asserted against such persons in their official capacities, regardless of
whether or not the corporation is required to provide indemnification under this
section with respect to such liabilities.

ARTICLE VIII.

Miscellaneous

Section 1. Contracts. Notwithstanding any other provision contained
herein, the Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.

Section 2. Fiscal Year. The fiscal year of the corporation shall end on
the last Saturday in the month of June in each year.

Section 3. Seal. The corporation shall have no seal.

Section 4. Amendment to Bylaws. These Bylaws may be amended or altered
by the vote of a majority of the whole Board of Directors at any meeting. Such
authority in the Board of Directors is subject to the powers of the shareholders
to change or repeal such Bylaws by a majority vote of the shareholders present
and represented at any annual meeting or at any special meeting called for that
purpose, and the Board of Directors shall not make or alter any Bylaws fixing
their number, qualification or term of office.

These Bylaws were adopted as and for Bylaws of Micro Component
Technology, Inc., a Minnesota corporation, at a meeting of the Board of
Directors held on the 20th day of September, 1996.

/s/ Roger E. Gower
---------------------------
Secretary

EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 33-98940 of Micro Component Technology, Inc. (the Company) of our
report dated August 19, 1996 appearing in the Prospectus, which is part of this
Registration Statement, and to the reference to us under the headings "Selected
Consolidated Financial Data" and "Experts" in such prospectus.

Our audits of the consolidated financial statements referred to in our
aforementioned report also included a consolidated financial statement schedule
of the Company, listed in Item 16(b). This consolidated financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such consolidated
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

/s/ Deloitte & Touche
- ----------------------------

Minneapolis, Minnesota
November 20, 1996