UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended: September 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 0-11412
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AMTECH SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Arizona 86-0411215
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

131 South Clark Drive, Tempe, Arizona 85281
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 480-967-5146

The undersigned Registrant hereby amends its Form 10-K for the fiscal year ended
September 30, 2000, as follows:

Part III, Items 9 - 12 are hereby amended by including the required
material rather than incorporating it by reference.

Part IV, ITEM 13 (EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K) is hereby amended by re-filing Exhibit No. 23 to correct a
typographical error in that Exhibit.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth information regarding the officers and
directors (who are also director nominees) of the Company, including
biographical data for at least the last five years.

NAME AGE POSITION WITH THE COMPANY

Jong S. Whang 55 President, Chief Executive Officer and Director
Robert T. Hass 50 Vice President-Finance, Chief Financial Officer,
Treasurer, Secretary and Director
Donald F. Johnston 73 Director
Alvin Katz 71 Director
Bruce R. Thaw 48 Director

JONG S. WHANG has been President, Chief Executive Officer and a Director of
the Company since its inception and was one of its founders. Mr. Whang's
responsibilities as President include the sales effort for the Company's
semiconductor equipment business and development of new products and business
opportunities in that industry. He has twenty-seven years of experience in the
semiconductor industry, including time spent in both processing and
manufacturing of equipment components and systems. From 1973 until 1979, he was
employed by Siltronics, Inc., initially as a technician working with chemical
vapor deposition (CVD) and later as manager of the quartz fabrication plant with
responsibility of providing technical marketing support. From 1979 until 1981,
he was employed by U.S. Quartz, Inc. as manufacturing manager. In 1981 he left
U.S. Quartz to found the Company.

ROBERT T. HASS has been Vice President-Finance, Chief Financial Officer,
Treasurer and Secretary of the Company since June 3, 1992. Mr. Hass has served
as a Director of the Company since February 29, 1996. From 1991 until May 1992,
he operated a financial consulting practice under the name of Hass Financial
Consulting Services, a sole proprietorship. From 1985 to 1991, Mr. Hass served
as Director of Accounting Services and then Controller for Lifeshares Group,
Inc., a holding company that owned and operated real estate development and
insurance subsidiaries, and from 1988 to 1991 served as Controller and Chief
Accounting Officer of some of Lifeshares Group's subsidiaries. From 1984 to
1985, he served as Vice President-Finance and Treasurer of The Victorio Company,
a privately owned holding company which owned and operated agriculture,
chemical, commercial real estate brokerage, marketing research and commodities
futures brokerage businesses. From 1977 to 1984, he was employed in various
capacities including Vice President, Chief Financial Officer and Treasurer by
Altamil Corporation, then a public company, which manufactures truck equipment,
wire-bound containers, and precision aluminum forgings. From 1972 to 1977, he
was employed as an auditor with Ernst & Ernst, now known as Ernst & Young. He is
a Certified Public Accountant.

DONALD F. JOHNSTON has been a non-employee Director of the Company since
April 9, 1994, and from March 1983 to December 1992. From 1985 to March 1993, he
served as President and Chief Executive Officer of JAI, Inc., a management
consulting firm. From 1985 to March 1993, when he retired, he acted as marketing
and management consultant to companies in the electronics industry. From
November 1983 until October 1985, he was President of Process Control, Inc. of
Tempe, Arizona. He has held senior management positions with Montgomery Ward &
Co. and the Hotpoint Division of the General Electric Company. He has also
served as a Vice-President of B.F. Goodrich, Vice-President of Marketing of the
Philco Ford Division of the Ford Motor Company and Executive Vice-President of
CTV. Mr. Johnston also served as President and Chief Executive Officer of Mirco
Electronics, Amstar Electronics and Hera Investment Co.

ALVIN KATZ has been a Director of the Company since May 1, 1995. Since
1981, he has been an adjunct professor of business management at the Florida
Atlantic University in Boca Raton, Florida. From 1991 until the company was sold
in September 1992, he was Chief Executive Officer of Odessa Engineering Corp., a
company engaged in the manufacture of pollution monitoring equipment. From 1957
to 1976, Mr. Katz was employed by United Parcel Service holding various
managerial positions, including District Manager and Corporate Manager of
Operations Planning, Research and Development. He is also a Director of Blimpie
International, a fast food franchiser, and Nastech Pharmaceutical Company, Inc.,
a public company engaged in research, development and marketing of nasally
delivered pharmaceuticals.

BRUCE R. THAW has been a Director of the Company since May 1, 1995. Mr.
Thaw is currently the President and Chief Executive Officer of Bulbtronics,
Inc., a national distributor of technical and specialty light sources and
related products. Mr. Thaw is a practicing attorney and was admitted to the bar
of the State of New York in 1978 and the California State Bar in 1983. He is
also a director of SafeNet, Inc., a publicly traded company that designs,
manufactures and markets computer network security systems and products, and
Nastech Pharmaceutical Company, Inc, a publicly traded company engaged in drug
delivery technology. Mr. Thaw does not render legal services to the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's outstanding Common Stock, to file certain
reports of ownership with the Securities and Exchange Commission (the "SEC")
within specified time periods. Such officers, directors and shareholders are
also required by SEC rules to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that
between October 1, 1999 and September 30, 2000 all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
complied with.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information regarding annual and long-term
compensation for services rendered to the Company during the fiscal years ended
September 30, 2000, 1999 and 1998 by the Company's Chief Executive Officer and
the other most highly compensated executive officer of the Company who received
annual compensation exceeding $100,000 during such periods (collectively, the
"Named Executive Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM
-------------------------------------------- COMPENSATION
NAME AND FISCAL OTHER ANNUAL RESTRICTED ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS (2) COMPENSATION (3) STOCK AWARDS COMPENSATION(4)
------------------ ------ ----------- --------- --------------- ------------ --------------

Jong S. Whang 2000 $175,817 $122,266 -- -- $1,242
President and Chief 1999 130,200 12,292 -- -- --
Executive Officer 1998 167,147 -- -- -- 3,037

Robert T. Hass 2000 99,750 9,500 -- -- 615
Vice President- 1999 85,500 -- -- -- --
Finance 1998 96,105 7,245 -- -- 2,123

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(1) For fiscal 1999, Mr. Whang voluntarily reduced his salary by 20% to
$130,200. Effective October 4, 1999, Mr. Whang's base salary was restored
to that specified in his employment agreement. Effective October 4, 1998,
Mr. Hass' annual salary was reduced to $85,500. For fiscal 2000, this
column includes an accrued retrospective salary increase of $14,250.

(2) On February 24, 1989, the Board of Directors approved an incentive
compensation plan for Mr. Whang, which provides for an annual cash bonus
equal to 2% of the annual profits of the Company before taxes and
extraordinary items; plus 2% of the amount by which the revenues of the
Company' s semiconductor equipment business in each year exceed such
revenues for the previous year. It is a condition to the payment of any
bonus that Mr. Whang has been continually employed by the Company and that
the Company has realized a profit after the payment of the bonus. On
February 28, 1997, Mr. Whang entered into an employment contract with the
Company, which contract incorporated Mr. Whang's incentive compensation
plan and added additional bonus eligibility criteria. See "Employment
Contracts with Executive Officers," below. The amount reflected in this
column in fiscal 2000 for Mr. Whang includes a discretionary bonus of
$32,550, in addition to the $89,716 earned in accordance with the incentive
compensation plan described above.

(3) Other compensation to Messrs. Whang and Hass, consisting of the use of a
Company car, vacation pay and other perquisites, did not exceed $50,000 or
10% of base compensation during any fiscal year covered by this table.

(4) Amounts for Mr. Whang and Mr. Hass represent Company matching contributions
in the Amtech 401(k) Plan.

OPTION GRANTS

There were no grants of stock options during fiscal year 2000 to the Named
Executive Officers.

OPTION EXERCISES

The following table contains information regarding stock options exercised
during the 2000 fiscal year by the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

Number of Value of unexercised
Unexercised options at in-the-money
Shares fiscal year-end options at fiscal year-end
acquired on Value ---------------------------- ----------------------------
Name exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------

J.S. Whang 62,275 $404,725 250 42,517 $ 3,375 $589,504
Robert T. Hass -0- -0- 1,750 4,500 24,280 62,433

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(1) Based on the closing price of the Company's Common Stock on September 30,
2000 of $15.00 per share, as reported by the NASDAQ Stock Market.

EMPLOYMENT AGREEMENTS

On February 28, 1997, the Company entered into a five (5) year employment
agreement with its President, Jong S. Whang. Under the terms of the agreement,
Mr. Whang is entitled to an annual salary of $170,900 on October 1, 1998, with
annual increases of at least 5% to be determined by the Board of Directors at
the end of each year of the agreement. Effective October 4, 1998, Mr. Whang
voluntarily initiated a 20% reduction in his salary to $130,200. In addition, he
is entitled to receive annual incentive cash compensation of up to 50% of his
base salary, to be calculated as follows: (i) a bonus equal to 2% of the annual
earnings of the Company before taxes and extraordinary items, and (ii) a bonus
equal to 2% of the amount by which the revenues of the Company in each fiscal
year exceeds such revenues for the previous fiscal year. It is a condition to
the payment of any cash bonus that Mr. Whang shall have been continuously
employed by the Company and that the total of all cash and stock bonuses is
limited to 10% of the Company's pre-tax earnings for that year. Profits are
determined without taking into account the first $3,200,000 expended or invested

by the Company in the development of the proposed photo-assisted CVD product,
which has been suspended. In addition, Mr. Whang was granted 103,792 stock
options pursuant to the agreement. These options were granted on February 28,
1997 and vest at the rate of 20% per full year of service over a five-year
period. To the extent not already exercisable, the options become immediately
exercisable upon: (i) the dissolution or liquidation of the Company or a
reorganization, merger or consolidation in which all or substantially all prior
shareholders do not continue to own more than 60% of the then outstanding shares
of Common Stock and voting securities, (ii) the sale of all or substantially all
of the assets of the Company, or (iii) the occurrence of a change in control of
the Company as defined in the agreement. The agreement also contains
confidentiality and non-compete provisions. If Mr. Whang is terminated other
than for "cause," he is entitled to receive salary, incentive compensation and
vacation accrued through the date of termination plus the greater of his then
annual salary or the balance of his compensation to the end of the term of the
employment agreement computed using the latest applicable salary rate without
consideration of any salary reductions as severance pay. Mr. Whang is also
entitled to participate in any benefit plans generally available to employees of
the Company.

COMPENSATION OF DIRECTORS

Directors who are full-time employees of the Company receive no additional
compensation for serving as directors. Non-employee directors receive fees of
$700 per Board meeting attended and $250 per committee meeting attended.
Commencing in fiscal year 2001, non-employee directors also receive an annual
fee of $6,000. In addition, under the Company's Non-Employee Directors Stock
Option Plan, each outside director receives an annual grant of options to
purchase 3,000 shares of Common Stock. The exercise price of the options is the
fair market value of Common Stock on the date of grant and each option has a
term of ten years and becomes exercisable in three equal installments commencing
on the first anniversary of the date of grant and continuing for the two
successive anniversaries thereafter. In the event of disability (as defined in
the plan) or death of an outside director, all options remain exercisable for a
period of twelve months following the date such person ceased to be a director,
but only to the extent such option was exercisable on the date the director
ceased to be a director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock as of January 21, 2001, by
(i) each director of the Company, (ii) each executive officer of the Company,
including the Named Executive Officers, and (iii) all executive officers and
directors of the Company as a group, and (iv) all other persons who beneficially
own five percent (5%) or more of the Company's outstanding Common Stock. To the
Company's knowledge, there is only one person known to the Company who
beneficially owns five percent (5%) or more of the Company's outstanding Common
Stock. This information was determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and is based upon the information
furnished by the persons listed below. Except as otherwise indicated, each
shareholder listed possesses sole voting and investment power with respect to
the shares indicated as being beneficially owned.

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS (1)(2) BENEFICIALLY HELD (3) OWNERSHIP (3)
----------------------- --------------------- -------------

Jong S. Whang 106,214(4) 4.0%
Robert T. Hass 3,500(5) *
Donald F. Johnston 2,625(6) *
Alvin Katz 83,000(7) 3.2%
Bruce R. Thaw 13,000(7) *
Directors and Executive
Officers of the Company
as a group (5 persons) 208,339(8) 7.9%
Robert Sussman 202,500(9) 7.7%

- ----------
* Less than 1%.

(1) The address for directors and executive officers listed in this table is
c/o Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. Mr.
Sussman's address is 520 Madison Avenue, 41st floor, New York, NY 10022

(2) Mr. Whang is the Company's President, CEO and a director. Mr. Hass is the
Vice President-Finance, Chief Financial Officer, Treasurer, Secretary and a
director. Messrs. Johnston, Katz and Thaw are presently directors.

(3) The share amounts and percentages shown include the shares of Common Stock
actually owned as of January 21, 2001, and the 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 or warrants. All shares of
Common Stock that the identified person had the right to acquire within 60
days of January 21, 2001, upon the exercise of options or warrants 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. The amounts and
percentages are based upon 2,621,621 shares of Common Stock outstanding as
of January 21, 2001.

(4) Includes (i) 9,488 shares held jointly with Mr. Whang's spouse and (ii)
21,759 shares issuable upon the exercise of presently exercisable options;
20,759 shares issuable at an exercise price of $1.126 per share; the
balance of 1,000 shares issuable at an exercise price of $1.50 per share.

(5) Includes 3,000 shares issuable upon exercise of presently exercisable
options with an exercise price of $1.126 per share.

(6) Includes 2,000 shares issuable upon exercise of presently exercisable
options; 1,000 shares issuable at an exercise price of $1.50 per share and
the balance of 1000 shares issuable at an exercise price of $6.813 per
share.

(7) Includes 13,000 shares issuable upon exercise of presently exercisable
options; 10,000 shares issuable at an exercise price of $1.126 per share;
2,000 shares issuable at an exercise price of $1.50 per share and the
balance of 1,000 shares issuable at an exercise price of $6.813 per share.

(8) Includes 52,759 shares issuable upon exercise of presently exercisable
options; 43,759 shares issuable at an exercise price of $1.126 per share;
6,000 shares issuable at an exercise price of $1.50 per share and the
balance of 3,000 shares issuable at an exercise price of $6.813 per share.

(9) Includes 2,500 shares jointly owned with Mr. Sussman's spouse.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company did not have any transactions during fiscal 2000 with any
director, director nominee, executive officer, security holder known to the
Company to own of record or beneficially more than 5% of the Company's Common
Stock, or any member of the immediate family of any of the foregoing persons, in
which the amount involved exceeded $60,000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AMTECH SYSTEMS, INC.

January 30, 2001 By: /s/ Jong S. Whang
-----------------------------
Jong S. Whang, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jong S. Whang Chairman of the Board, President January 30, 2001
- ------------------------ (Chief Executive Officer)
Jong S. Whang

/s/ Robert T. Hass Vice President-Finance January 30, 2001
- ------------------------ (Chief Financial & Accounting
Robert T. Hass Officer)

/s/ * Director January 30, 2001
- ------------------------
Donald F. Johnston

/s/ * Director January 30, 2001
- ------------------------
Alvin Katz

/s/ * Director January 30, 2001
- ------------------------
Bruce R. Thaw

* By: /s/ Robert T. Hass
-------------------------
Robert T. Hass