| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0059 |
| Washington, D.C. 20549 | Expires: January 31, 2008 |
| SCHEDULE 14A | Estimated average burden hours per response... 14 |
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: | |
SEC 1913 (04-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | ||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
TO BE HELD ON MARCH 2, 2006
1. | To elect three (3) directors to serve for one-year terms or until their successors are elected and qualified; and |
2. | To transact such other business as may properly come before the meeting or its adjournment. |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000226/hassrtsig.jpg)
February 9, 2006
IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. |
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
1. | For the proposal |
2. | Against the proposal |
3. | Abstain from voting |
• | By delivering to our offices, to the attention of our Corporate Secretary prior to the vote at the Annual Meeting, a written instrument of revocation bearing a date later than that of the proxy. |
• | By duly executing and delivering to our offices, to the attention of our Corporate Secretary prior to the vote at the Annual Meeting, a proxy for the same shares bearing a later date. |
• | By voting by ballot at the Annual Meeting, provided that the shareholder notifies our Corporate Secretary at the Annual Meeting of his or her intention to vote in person at any time prior to the voting of the proxy. |
proxies personally, or by telephone or facsimile, without additional compensation. Computershare will serve as our proxy solicitation agent. In such capacity, Computershare will coordinate the distribution of proxy materials to beneficial owners of Common Stock and oversee the return of proxy cards. The fee for all of these services is estimated to be $15,000.
Jong S. Whang Lawrence D. Firestone Robert F. King |
Name | Age | Position with the Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jong S. Whang | 60 | President, Chief Executive Officer and Director | ||||||||
Robert T. Hass | 55 | Vice President — Finance, Chief Financial Officer, Treasurer, Secretary and Director | ||||||||
Lawrence D. Firestone | 47 | Director | ||||||||
Robert F. King | 72 | Director | ||||||||
Robert Averick | 39 | Director |
equipment to the flat panel display industry. From 1968 to 1988, Mr. King was employed at Varian Associates, where he served in various marketing positions, including Vice President of Marketing for the Semiconductor Equipment Division. Mr. King also served on the Board of Directors of Varian’s joint venture semiconductor equipment companies located in Korea and Japan.
Stock no later than the date shareholder proposals must be submitted for consideration prior to such annual meeting, and with respect to nominees for Preferred Stock Director, a recommendation is received by the Company within a reasonable amount of time before the Company begins to print and mail its proxy materials.
Long-Term Compensation | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation (1) | Awards | Payouts | |||||||||||||||||||||||||||||||||
Name and Principal Position | Fiscal Year | Salary (2) | Bonus (3)(4) | Other Annual Compensation | Restricted Stock Awards | Securities Underlying Options/SARs | Long-term Incentive Plans | All Other Compensation | |||||||||||||||||||||||||||
Jong S. Whang | 2005 | $ | 150,722 | $ | 18,555 | — | — | — | — | — | |||||||||||||||||||||||||
President and Chief | 2004 | 150,722 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Executive Officer | 2003 | 150,722 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Robert T. Hass | 2005 | $ | 102,000 | $ | — | — | — | — | — | — | |||||||||||||||||||||||||
Vice President — | 2004 | 102,000 | 57,461 | — | — | — | — | — | |||||||||||||||||||||||||||
Finance | 2003 | 102,000 | — | — | — | — | — | — |
(1) | Neither Mr. Whang nor Mr. Hass received personal benefit perquisites in excess of the lesser of $50,000 or 10% of their aggregate salary and bonus. |
(2) | Effective March 15, 2001, Mr. Whang entered into a five-year employment agreement with the Company. The agreement specifies an annual base salary of $188,402, with annual increases of no less than 5%, which was based upon the compensation of executives in comparable positions in the semiconductor industry, adjusted for the size of the Company (total assets and revenues). Effective April 1, 2001, Mr. Whang voluntarily reduced his annual salary by 20% to $150,722 and Mr. Hass voluntarily reduced his annual salary by 15% to $102,000, which reductions remained in effect as of the end of fiscal 2005. Mr. Hass’ annual salary was restored to $120,000 effective December 2005. |
(3) | See “Employment And Change In Control Arrangements” for a description of how Mr. Whang’s incentive compensation is determined. |
(4) | The discretionary cash bonus granted to Mr. Hass in 2004 was in consideration for work performed in connection with the acquisition of Bruce Technologies, Inc. |
Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) | Value of Unexercised “In-The-Money” Options at Fiscal Year-End ($) (1) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired On Exercise (#) | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Jong S. Whang | — | — | 164,017 | 30,000 | $ | 202,600 | — | ||||||||||||||||||||
Robert T. Hass | — | — | 29,250 | 7,000 | $ | 32,650 | $ | 2,500 |
(1) | Options are “in-the-money” at the fiscal year-end if the fair market value ($5.75 per share, based on the closing price of the Company’s Common Stock on the Nasdaq Stock Market on September 30, 2005) of the underlying securities exceeds the exercise or base price of the option on such date. The dollar values in the last two columns of the table are the amounts by which the sum of the fair market values of the in-the-money options exceeds the sum of their exercise prices. |
general partner of Catalyst Fund, L.P., may be deemed to beneficially own 256,250 shares of Common Stock, representing approximately 8.7% of the total shares of Common Stock issued and outstanding.
Lawrence D. Firestone
Robert F. King
Robert M. Averick
Robert F. King
Year Ended Sept. 30, 2005 | Year Ended Sept. 30, 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | $ | 243,649 | $ | 275,000 | ||||||
Audit-Related Fees (1) | 6,000 | 5,773 | ||||||||
Tax Fees | — | — | ||||||||
All Other Fees | — | — | ||||||||
Total Fees | $ | 249,649 | $ | 280,773 |
(1) | Accounting and reporting advisory services related to acquisition activities and regulatory filings. |
Name and Address (1)(2) | No. of Shares of Common Stock Beneficially Held (3) | Percent of Common Stock Ownership (3) | No. of Shares of Preferred Stock Beneficially Held | Percent of Preferred Stock Ownership | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jong S. Whang | 278,472 | (4) | 9.6 | % | — | — | ||||||||||||
Robert T. Hass | 34,375 | (5) | 1.3 | % | — | — | ||||||||||||
Robert M. Averick | 10,000 | (6) | * | — | — | |||||||||||||
Lawrence D. Firestone | — | * | — | — | ||||||||||||||
Robert F. King | 5,667 | (7) | * | — | — | |||||||||||||
Directors and Executive Officers of the Company as a group (5 persons) | 328,514 | (8) | 11.1 | % | — | — | ||||||||||||
Robert Sussman 520 Madison Avenue 41st Floor New York, NY 10022 | 202,500 | (9) | 7.5 | % | — | — | ||||||||||||
Richard L. Scott 700 11th Street, Suite 101 Naples, FL 34102 | 312,500 | (10) | 10.4 | % | 312,500 (10 | ) | 57.9 | % | ||||||||||
Steven N. Bronson 100 Mill Plain Road Danbury, CT 06811 | 256,250 | (11)(12) | 8.7 | % | 196,250 (12 | ) | 36.3 | % |
* | Less than 1%. |
(1) | Except as otherwise noted, the address for each person listed in this table is c/o Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. |
(2) | Mr. Whang is the Company’s President, Chief Executive Officer and a director. Mr. Hass is the Vice President — Finance, Chief Financial Officer, Treasurer, Secretary and a director. Messrs. Averick, Firestone and King are directors of the Company. Messrs. Sussman, Scott and Bronson are beneficial owners of at least 5% of the Company’s outstanding Common Stock. |
(3) | The share amounts and percentages shown include shares of Common Stock actually owned as of January 20, 2006, and shares of Common Stock with respect to which the person had the right to acquire beneficial ownership within 60 days of such date pursuant to options, warrants or Preferred Stock. All shares of Common Stock that the identified person had the right to acquire within 60 days of January 20, 2006, upon the exercise of options or warrants or the conversion of Preferred Stock, are deemed to be outstanding when computing the percentage of the securities owned by such person, but are not deemed to be outstanding when computing the percentage of the securities owned by any other person. |
(4) | Includes (i) 351 shares held jointly with Mr. Whang’s spouse and (ii) 194,017 shares issuable upon exercise of options exercisable within 60 days of January 20, 2006. |
(5) | Includes 34,250 shares issuable upon exercise of options exercisable within 60 days of January 20, 2006. |
(6) | Mr. Averick may be deemed to beneficially own 10,000 shares of Common Stock as a result of his 3.2% membership interest in Amtech Investments, LLC, which owns 312,500 shares of Preferred Stock that is |
convertible into Common Stock. Richard L. Scott may be deemed to share beneficial ownership of such 10,000 shares of Common Stock as set forth in footnote 10 below. |
(7) | Includes 5,667 shares issuable upon exercise of options exercisable within 60 days of January 20, 2006. |
(8) | Includes 243,934 shares issuable upon exercise of options and conversion of Preferred Stock exercisable or convertible, respectively, within 60 days of January 20, 2006. |
(9) | Includes 2,500 shares jointly owned with Mr. Sussman’s spouse. |
(10) | Mr. Scott is a controlling member of Amtech Investments, LLC, a member-managed limited liability company which owns 312,500 shares of Preferred Stock that is convertible into Common Stock. Mr. Scott may be deemed to share beneficial ownership of 10,000 shares of such Common Stock with Robert M. Averick as set forth in footnote 6 above. |
(11) | Mr. Bronson is president of Catalyst Financial LLC, a broker-dealer that owns a warrant to purchase 60,000 shares of Common Stock. |
(12) | Mr. Bronson is managing member of Catalyst Fund GP, LLC, which is the general partner of Catalyst Fund, L.P. Catalyst Fund, L.P. owns 196,250 shares of Preferred Stock that is convertible into 196,250 shares of Common Stock. |
ASSUMING $100 INVESTED
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000226/d18532chart.jpg)
December 26, 2006, as required by SEC Rule 14(a)-4(c)(1), of the intent to raise such proposal at the Annual Meeting of Shareholders, then proxies received by the Company for the 2007 Annual Meeting will be voted by the persons named in such proxies in their discretion with respect to such proposal. Notice of such proposal is to be sent to the above address
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000226/hassrtsig.jpg)
February 9, 2006
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![]() | Amtech Systems, Inc.
MR A SAMPLE |
C 1234567890 J N T | |
o | Mark this box with an X if you have made changes to your name or address details above. | ||
Annual Meeting Proxy Card |
A | Election of Directors | |
1. The Board of Directors recommends a vote FOR the listed nominees as Common Stock Directors |
For | Withhold | |||||
01 - Jong S. Whang | o | o | ||||
02 - Lawrence D. Firestone | o | o | ||||
03 - Robert F. King | o | o |
B | Authorized Signatures - Sign here – This section must be completed for your instructions to be executed. | |
The undersigned agrees that the proxy holder is authorized to cumulate votes in the election of directors and to vote for less than all of the nominees. Please sign exactly as your name appears on the front of this proxy card. When shares are held in common or in joint tenancy, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. Please return in the enclosed, postage-paid envelope. | ||
Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | Date (mm/dd/yyyy) | ||||||||||||
/ | / |
+ | |||||||
1 U P X | 0 0 7 9 2 9 | ||||||
Proxy - AMTECH SYSTEMS, INC. |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Amtech Systems, Inc., an Arizona corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated February 9, 2006, and hereby appoints Jong S. Whang and Robert T. Hass, and each or either of them, proxies and attorneys-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of AMTECH SYSTEMS, INC. to be held at the Hilton Phoenix Airport Hotel, 2435 South 47th Street, Phoenix, Arizona on Thursday, March 2, 2006, at 10:00 a.m., Arizona time, and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock and Series A Convertible Preferred Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON THE REVERSE SIDE AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE MEETING. | |