SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AMTECH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(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.
[ ] 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:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] 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:
------------------------------------------------------
AMTECH SYSTEMS, INC.
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 29, 2002
----------
Dear Shareholder:
The 2002 Annual Meeting of Shareholders of AMTECH SYSTEMS, INC., an Arizona
corporation (the "Company"), will be held at the Hilton Phoenix Airport Hotel,
2435 South 47th Street, Phoenix, Arizona, on March 29, 2002, at 10:00 a.m.,
Mountain Standard Time, for the following purposes:
1. To elect five (5) directors to serve for one-year terms;
2. To approve an amendment to the Company's 1998 Stock Option Plan to
increase the aggregate number of shares available for issuance
thereunder from 300,000 to 500,000;
3. To transact any other business as may properly come before the
meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice. The Company is presently aware of no other
business to come before the Annual Meeting.
The Board of Directors has fixed the close of business on January 31, 2002,
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. Shareholders are reminded that their shares of Company
common stock can be voted at the meeting only if they are present at the meeting
in person or by valid proxy. A copy of the Company's 2001 Annual Report, which
includes our audited financial statements, was mailed with this Notice and Proxy
Statement to all shareholders of record on the Record Date.
Management of the Company cordially invites you to attend the Annual
Meeting. Your attention is directed to the attached Proxy Statement for a
discussion of the foregoing proposals and the reasons why the Board of Directors
encourages you to vote for approval of such proposals.
By Order of the Board of Directors
/s/ Robert T. Hass
Robert T. Hass, Secretary
Tempe, Arizona
February 1, 2002
IMPORTANT: IT IS IMPORTANT THAT YOUR SHAREHOLDINGS 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.
AMTECH SYSTEMS, INC.
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
PROXY STATEMENT
This Proxy Statement is being furnished to shareholders of Amtech Systems,
Inc., an Arizona corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the 2002 Annual
Meeting of Shareholders of the Company to be held on March 29, 2002, at 10:00
a.m., Mountain Standard Time, and any adjournment or postponement thereof (the
"Annual Meeting"). A copy of the Notice of the Meeting accompanies this Proxy
Statement. This Proxy Statement and the accompanying form of Proxy were mailed
to shareholders entitled to vote at the Annual Meeting on or about February 1,
2002.
STOCKHOLDERS ENTITLED TO VOTE
Only shareholders of record at the close of business on January 31, 2002
(the "Record Date"), are entitled to notice of and to vote at the Annual Meeting
and at any and all adjournments or postponements of the meeting. On the Record
Date, 2,650,921 shares of common stock, $.01 par value (the "Common Stock"),
were issued and outstanding. Except as set forth below with respect to the
ability to cumulate votes for directors, each share of Common Stock entitles its
owner to one vote. The holders of a majority of shares entitled to vote at the
meeting must be present in person or represented by proxy in order to constitute
a quorum for all matters to come before the meeting.
HOW TO ATTEND THE MEETING
If you are a shareholder of record, which means you hold your shares in
your name, you may attend the meeting. If you own shares in the name of a bank,
broker or other holder of record ("street name"), you will need to ask your
broker or bank for a copy of the proxy they received from us. You will need to
bring the proxy with you to the meeting.
HOW TO VOTE
If you are a shareholder of record, you may vote by mail or in person. To
vote by mail, sign, date and return your proxy card in the enclosed postage-paid
envelope. All valid proxies received before the Annual Meeting and not revoked
will be exercised. If you sign and return your proxy card, but do not give
voting instructions and authority to vote is not specifically withheld, the
shares represented by that proxy will be voted as recommended by the Board of
Directors. If you have specified a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with the specifications so made.
All stockholders may vote in person at the meeting (unless they are street
name holders without a legal proxy). If your shares are held in a street name,
you will receive instructions from the holder of record that you must follow in
order for your shares to be voted.
We are not aware of any other matters to be presented at the Annual Meeting
except those described in this Proxy Statement. However, if any other matters
not described in the Proxy Statement are properly presented at the meeting, the
Proxies will use their own judgment to determine how to vote your shares. If the
meeting is adjourned, your Common Stock may be voted by the proxies on the new
meeting date as well, unless you have revoked your proxy instructions prior to
that time.
VOTING CHOICES
For each of the proposals you may vote one of the following ways:
1. For the proposal
2. Against the proposal
3. Abstain from voting
Proxies that are signed and returned with no instructions will be voted FOR
election of all Director nominees and FOR the proposal to approve an amendment
to the Company's 1998 Stock Option Plan to increase the aggregate number of
shares available for issuance under the Plan from 300,000 to 500,000.
CHANGING YOUR VOTE
You may change your vote at any time before the proxy is exercised. A
shareholder can revoke a proxy by:
* Delivering to our corporate Secretary a written instrument of
revocation bearing a date later than the date of the proxy.
* Duly executing and delivering to our corporate Secretary a proxy
relating to the same shares bearing a later date.
* Voting by ballot at the meeting, provided that the shareholder
notifies the Secretary of the meeting of his or her intention to vote
in person at any time prior to the voting of the proxy.
HOW VOTES ARE COUNTED
Inspectors of election will be appointed for the meeting. The inspectors of
election will determine whether or not a quorum is present and will tabulate
votes cast by proxy or in person at the Annual Meeting. If you have returned
valid proxy instructions or attend the meeting in person, your Common Stock will
be counted for the purpose of determining whether there is a quorum. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Abstentions and broker non-votes will be included in the determination of the
number of shares represented for a quorum.
COST OF THIS PROXY SOLICITATION
We will pay the cost of preparing and mailing the Notice and Proxy
Statement, including the charges and expenses of brokerage firms, banks and
others who forward solicitation material to beneficial owners of the Common
Stock. We will solicit proxies by mail. Proxies may also be solicited by
officers and directors of the Company 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 these services is estimated to be $1,600.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended
September 30, 2001 ("Annual Report") has been mailed concurrently with the
mailing of the Notice of Annual Meeting and Proxy Statement to all shareholders
entitled to notice of and to vote at the Annual Meeting. This Annual Report is
not incorporated into this Proxy Statement and is not considered Proxy
soliciting material.
2
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal 1: Election of Five Directors The five nominees for director who
receive the most votes will be
elected. Cumulative voting is
allowed with respect to the
election of directors.
Proposal 2: Amendment to 1998 Stock The affirmative vote of a majority
Option Plan of the shares of Common Stock
present, in person or by proxy, at
the Annual Meeting will be required
to approve the proposal to amend
the 1998 Stock Option Plan.
PROPOSALS
PROPOSAL NO. 1 --- ELECTION OF DIRECTORS
NUMBER OF DIRECTORS TO BE ELECTED
Our Board of Directors currently consists of five members. Each Director
elected will hold office for one year or until his successor is elected and
qualified. If any director resigns or otherwise is unable to complete his term
in office, the Board will elect another director for the remainder of the
resigning director's term.
VOTE REQUIRED
The five nominees receiving the highest number of votes cast at the Annual
Meeting will be elected. There is cumulative voting in the election of
directors. This means that each shareholder present at the Annual Meeting,
either in person or by proxy, will have an aggregate number of votes in the
election of directors equal to five (the number of persons nominated for
election as directors) multiplied by the number of shares of Common Stock of the
Company held by such shareholder on the Record Date. The resulting aggregate
number of votes may be cast by the shareholder for the election of any single
nominee, or the shareholder may distribute such votes among any number or all of
the nominees. The five nominees receiving the highest number of votes will be
elected to the Board of Directors.
NOMINEES OF THE BOARD
The Board of Directors is responsible for supervision of the overall
affairs of the Company. The Board has nominated the following individuals to
served on our Board of Directors for the following year:
Jong S. Whang
Robert T. Hass
Donald F. Johnston
Alvin Katz
Bruce R. Thaw
All of these nominees are currently serving on the Board. Each of the
nominees has agreed to be named in this Proxy Statement and to serve if elected.
See below for information regarding each of the nominees listed above.
3
Your Directors recommend a vote FOR the election of the five nominees under
Proposal No. 1. The Board of Directors intends to vote its proxies for the
election of its nominees, for a term to expire at the next Annual Meeting. In
that regard, the Board of Directors solicits authority to cumulate such votes.
If any nominee should become unavailable for any reason, which the Board of
Directors does not anticipate, the proxy will be voted for any substitute
nominee or nominees who may be selected by the Board of Directors prior to or at
the Annual Meeting, or, if no substitute is selected by the Board of Directors
prior to or at the Annual Meeting, for a motion to reduce the present membership
of the Board to the number of nominees available and to create an additional
vacancy to be filled by the Board of Directors. The information concerning the
nominees and their share holdings in the Company has been furnished by them to
the Company.
INFORMATION CONCERNING DIRECTORS AND OFFICERS
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 Vice President-Finance,
Chief Financial Officer,
Robert T. Hass 51 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-eight 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. 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 also served as a Director 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 served as
President of Process Control, Inc. of Tempe, Arizona. He has held senior
4
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 held various managerial position with United Parcel Service,
including District Manager and Corporate Manager of Operations Planning,
Research and Development. He is also a Director of Blimpie International, a fast
food franchiser, Nastech Pharmaceutical Company, Inc., a company engaged in
research, development and marketing of nasally delivered pharmaceuticals, and
President of BMAC, a biomedical automation company, all of which are publicly
held corporations.
BRUCE R. THAW has been a Director of the Company since May 1, 1995. Mr.
Thaw has been a practicing attorney since 1978. Since 1995, Mr. Thaw has been a
self-employed attorney, and from 1984 to 1995, he was a partner in the law firm
of Abrams & Thaw. Mr. Thaw is also a Director of Information Resource
Engineering, Inc., a publicly traded company that designs, manufactures and
markets computer network security systems and products, and Nastech
Pharmaceutical Company, Inc. Mr. Thaw does not render legal services to the
Company.
PROPOSAL NO. 2 --- APPROVAL OF AMENDMENT TO
AMTECH SYSTEMS, INC. 1998 STOCK OPTION PLAN
GENERAL
At the Annual Meeting, the Company will seek shareholder approval of an
amendment to the Company's Stock Option 1998 Plan (the "Plan") to increase the
number of shares authorized for issuance under the Plan from 300,000 to 500,000.
The Board of Directors has approved the amendment to the Plan and has directed
that the amendment be submitted as a proposal for shareholder approval at the
Annual Meeting. The Plan was originally adopted in January 1998. As of the date
of this Proxy Statement, an aggregate of 283,750 options have been granted under
the Plan.
AMENDMENT TO THE PLAN
In December 2001, the Board of Directors reviewed the options remaining in
the option pool for the Plan and determined it was appropriate to increase the
number of shares authorized for issuance thereunder. Therefore, the Board
adopted an amendment to the Plan that would increase the number of shares
authorized for issuance under the Plan from 300,000 to 500,000. The Board
believes that such increase is required to give the Company the ability to grant
additional options to new and existing employees. The Plan is designed to induce
persons of outstanding ability and potential to join and remain with the
Company, by encouraging, motivating and enabling employees to acquire stock
ownership in the Company, and by providing the participating employees with an
additional incentive to promote the success of the Company through the grant of
options to purchase shares of the Company's Common Stock.
SUMMARY OF THE PLAN
The following summary of the Plan does not purport to be complete, and is
subject to and qualified in its entirety by reference to the text of the Plan.
ADMINISTRATION. The Plan is administered by the Board of Directors of the
Company or a Committee appointed by the Board of Directors (hereinafter referred
to as the "Board"). The Board has full authority, subject to the provisions of
the Plan, to award incentive stock options and nonstatutory stock options
"Options"). Subject to the provisions of the 1998 Plan, the Board determines in
its sole discretion, among other things, the persons to whom from time to time
Options may be granted ("Participants"), the number of shares subject to each
5
Option, exercise prices under the Options, any restrictions or limitations on
such Option including vesting, exchange, deferral, surrender, cancellation,
acceleration, termination, or forfeiture provisions related to such Options. The
interpretation and construction by the Board of any provisions of, or the
determination of any questions arising under, the 1998 Plan or any rule or
regulation established by the Board pursuant to the 1998 Plan, shall be final,
conclusive and binding on all persons interested in the Plan.
SHARES SUBJECT TO THE PLAN. The Plan currently authorizes the granting of
Options the exercise of which would allow up to a maximum of 300,000 shares of
the Common Stock to be acquired by the Participants of said Options. In order to
prevent the dilution or enlargement of the rights of the Participants under the
Plan, the number of shares of Common Stock authorized by the Plan and the number
of shares subject to outstanding options are subject to adjustment in the event
of any increase or decrease in the number of shares of outstanding Common Stock
resulting from a stock dividend, stock split, combination of shares, merger,
reorganization, consolidation, recapitalization or other change in the corporate
structure affecting the Company's capital stock. If any Option granted under the
Plan is forfeited or terminated, the shares of Common Stock that were underlying
such Option shall again be available for distribution in connection with Options
subsequently granted under the Plan.
ELIGIBILITY. Subject to the provisions of the Plan, Options may be granted
to full-time employees of the Company or its subsidiaries.
EFFECTIVE DATE AND TERM OF PLAN. The Plan was approved by the Company's
shareholders on March 20, 1998, and was deemed effective January 31, 1998, the
date on which it was adopted by the Board of Directors. No option may be granted
after January 30, 2008. The Plan will terminate ten (10) years after the
effective date of the Plan, subject to earlier termination by the Board. No
Option may be granted under the Plan after the termination date, but Options
previously granted may extend beyond such date.
NATURE OF OPTIONS. The Plan provides for the grant of options, which may be
non-qualified options, incentive stock options, or any combination of the
foregoing. In general, options granted under the Plan are not transferable and
expire eleven years after the date of grant (ten years in the case of incentive
stock options). The per share exercise price of an incentive stock option
granted the Plan may not be less than the fair market value of the Common Stock
on the date of grant. Incentive stock options granted to persons who have voting
control over 10% or more of the Company's capital stock are granted at 110% of
the fair market value of the underlying shares on the date of grant and expire
fie years after the date of grant.
EXERCISE OF OPTIONS. The Plan provides the Board with the discretion to
determine when options granted thereunder will become exercisable. Generally,
such options may be exercised after a period of time specified by the Board at
any time prior to expiration, so long as the optionee remains employed by the
Company. No option granted under the Plan is transferable by the optionee other
than by will or the laws of descent and distribution, and each option is
exercisable during the lifetime of the optionee only by the optionee.
AGREEMENTS. Options granted under the Plan will be evidenced by agreements
consistent with the Plan in such form as the Board may prescribe. Neither the
Plan nor agreements thereunder confer any right to continued employment upon any
Participant.
AMENDMENTS TO THE PLAN. The Board may at any time, and from time to time,
amend, modify or terminate any of the provisions of the Plan, but no amendment,
modification or termination shall be made which would impair the rights of a
Participant under any agreement theretofore entered into pursuant to an Option
grant, without the Participant's consent.
FEDERAL INCOME TAX CONSIDERATIONS. The discussion that follows is a
summary, based upon current law, of some of the significant federal income tax
considerations relating to awards under the Plan. The following discussion does
not address state, local or foreign tax consequences.
A Participant in the Plan will not recognize taxable income upon the grant
or exercise of an incentive stock option except under certain circumstances when
the exercise price is paid with already-owned shares of Common Stock that were
acquired through the previous exercise of an incentive stock option. However,
upon the exercise of an incentive stock option, the excess of the fair market
6
value of the shares received on the date of exercise over the exercise price of
the shares will be treated as a tax preference item for purposes of the
alternative minimum tax. In order for the exercise of an incentive stock option
to qualify for the foregoing tax treatment, the Participant generally must be an
employee of the Company from the date the incentive stock option is granted
through the date three months before the date of exercise, except in the case of
death or disability, where special rules apply. The Company will not be entitled
to any deduction with respect to the grant or exercise of an incentive stock
option.
If shares acquired upon exercise of an incentive stock option are not
disposed of by the Participant within two years from the date of grant or within
one year after the transfer of such shares to the Participant (the "ISO Holding
Period"), then (i) no amount will be reportable as ordinary income with respect
to such shares by the Participant or recipient and (ii) the Company will not be
allowed a deduction in connection with such incentive stock option or the Common
Stock acquired pursuant to the exercise of the incentive stock option. If a sale
of such Common Stock occurs after the ISO Holding Period has expired, then any
amount recognized in excess of the exercise price will be reportable as a
long-term capital gain, and any amount recognized below the exercise price will
be reportable as a long-term capital loss. The exact amount of tax payable on a
long-term capital gain will depend upon the tax rates in effect at the time of
the sale. The ability of a Participant to utilize a long-term capital loss will
depend upon the Participant's other tax attributes and the statutory limitations
on capital loss deductions not discussed herein. To the extent that alternative
minimum taxable income was recognized on exercise of the incentive stock option,
the basis in the Common Stock acquired may be higher for determining a long-term
capital gain or loss for alternative minimum tax purposes.
A "disqualifying disposition" will result if Common Stock acquired upon the
exercise of an incentive stock option (except in the circumstances of a
decedent's incentive stock option as described below) is sold before the ISO
Holding Period has expired. In such case, at the time of a disqualifying
disposition (except in the case if a Participant subject to Section 16
restrictions of the 1934 Act, as noted below), the Participant will recognize
ordinary income in the amount of the difference between the exercise price and
the lesser of (i) the fair market value on the date of exercise or (ii) the
amount realized on disposition. If the amount realized on the sale is less than
the exercise price, then the Participant will recognize no ordinary income, and
the recognized loss will be reportable as a short-term capital loss. The
Participant will report as a short-term capital gain, as applicable, any amount
recognized in excess of the fair market value on the date of exercise, and the
Company will be allowed a deduction on its federal income tax return in the year
of the disqualifying disposition equal to the ordinary income recognized by the
Participant. To the extent that alternative minimum taxable income was
recognized on exercise of the incentive stock option, the basis in the Common
Stock acquired may be higher for determining a short-term capital gain or loss
for alternative minimum tax purposes.
The general rules discussed above are different if the Participant disposes
of the shares of Common Stock in a disqualifying disposition in which a loss, if
actually sustained, would not be recognized by the Participant. Examples of
these dispositions include gifts or sales to related parties such as members of
the Participant's family and corporations or entities in which the Participant
owns a majority equity interest. In such circumstances, the Participant would
recognize ordinary income equal to the difference between the exercise price of
the Common stock and the fair market value of the Common Stock on the date of
exercise. The amount of ordinary income could not be limited by the price at
which the Common Stock was actually sold by the Participant.
If the Participant retires or otherwise terminates employment with the
Company, other than by reason of death or permanent and total disability, an
incentive stock option must be exercised within three months of such termination
in order to be eligible for the tax treatment of the incentive stock options
described above, provided the ISO Holding Period requirements are met. If a
Participant terminates employment because of a permanent and total disability,
the incentive stock option will be eligible for such treatment if it is
exercised within one year of the date of termination of employment, provided the
ISO Holding Period requirements are met. In the event of a Participant's death,
the incentive stock option will be eligible for such treatment if exercised by
the Participant's legatees, personal representatives or distributees within one
year from the date of death, provided that the death occurred while the
Participant was employed, within three months of the date of termination of
employment or within one year following the date of termination of employment
because of permanent and total disability.
In general, a Participant to whom a nonqualified option is granted will
recognize no taxable income at the time of the grant. Upon exercise of a
nonqualified option, the Participant will recognize ordinary income in an amount
equal to the amount by which the fair market value of the Common Stock on the
7
date of exercise exceeds the exercise price of the nonqualified option, and the
Company will generally be entitled to a deduction equal to the ordinary income
recognized by the Participant in the year the participant recognizes ordinary
income, subject to the limitations of Section 162(m) of the Code.
For purposes of the "alternative minimum tax" applicable to individuals,
the exercise of an incentive stock option is treated in the same manner as the
exercise of a nonqualified option. Thus, a Participant must, in the year of
option exercise, include the difference between the exercise price and the fair
market value of the stock on the date of exercise in alternative minimum taxable
income. The alternative minimum tax is imposed upon an individual's alternative
minimum taxable income currently, but only to the extent that such tax exceeds
the taxpayer's regular income tax liability for the taxable year.
The Company is required to withhold certain income taxes from Participants
upon exercises of nonqualified options. The Company will be entitled to a
business expense deduction for both financial statement and federal income tax
purposes equal to the ordinary income recognized by the Participant in the year
the Participant recognizes ordinary income from the exercise of nonqualified
options.
In addition to the foregoing federal tax consequences, the exercise,
ultimate sale or other disposition of options by Participants will in most cases
be subject to state income taxation.
VOTE REQUIRED
Assuming a quorum is present at the Annual Meeting, the affirmative vote of
the holders of a majority of the shares present, in person or by proxy, at the
Annual Meeting, is required to approve the proposed amendment to the Plan.
THE BOARD OF DIRECTORS RECOMMENDS AND ENCOURAGES YOU TO VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE PLAN.
INFORMATION ABOUT BOARD AND COMMITTEE MEETINGS AND DIRECTOR COMPENSATION
The Board of Directors held four (4) meetings during fiscal 2001. Overall
attendance at Board and committee meetings was 100%, with the exception of Mr.
Katz who attended 50% of the Audit Committee meetings held while he was a member
of such committee. In the interim between Annual Meetings, the Board has the
authority under the Company's Bylaws to increase or decrease the size of the
Board and fill vacancies.
The Audit Committee, the Compensation and Option Committee and the Finance
Committee are the standing committees of the Board of Directors. These
committees are comprised as follows:
COMPENSATION
AUDIT AND OPTION FINANCE
----- ---------- -------
A. Katz D.F. Johnston A. Katz
B. R. Thaw A. Katz B. R. Thaw
D.F. Johnston
The Audit Committee held five (5) meetings during the 2001 fiscal year. The
Audit Committee is responsible for maintaining communication between the Board,
the Company's independent auditors and members of financial management with
respect to the Company's financial affairs in general, including financial
statements and audits, the adequacy and effectiveness of the Company's internal
accounting controls and systems and the retention and termination of the
independent auditors.
The Audit Committee is composed of outside directors who are not officers
or employees of the Company or its subsidiaries. In the opinion of the Board and
as "independent" is defined under the standards of the New York Stock Exchange,
these directors are independent of management and free of any relationship that
8
would interfere with their exercise of independent judgment as members of this
committee.
The Compensation and Option Committee held three (3) meetings during the
2001 fiscal year. The Compensation and Option Committee makes recommendations
concerning officer compensation, employee benefit programs and retirement plans.
The Finance Committee held two (2) meetings during the 2001 fiscal year.
The Finance Committee is responsible for communication between the Board, the
Company's lender or prospective lender(s) and other financial sources and
members of financial management.
All current committee members are expected to be nominated for re-election
at a Board meeting to be held following the Annual Meeting of Shareholders.
DIRECTORS' COMPENSATION
Directors who are full-time employees of the Company receive no additional
compensation for serving as directors. Directors who are not employees of the
Company receive an annual retainer of $6,000 and fees of $700 per Board meeting
attended and $250 per committee meeting attended. In addition, under the
Company's Non-Employee Directors Stock Option Plan, each outside director
receives an annual grant of options to purchase 5,000 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. In
addition, Mr. Katz and Mr. Thaw earned $16,500 and $1,000, respectively, in
consulting fees related to projects performed on behalf of the Finance
Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Option Committee is composed of Messrs. Johnston and
Katz, neither of whom is an officer or employee of the Company.
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, 2001, 2000 and 1999 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
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
------------------------- ------------
NAME AND FISCAL OTHER ANNUAL RESTRICTED ALL OTHER
PRINCIPAL POSITION YEAR SALARY (2) BONUS (3) COMPENSATION STOCK AWARDS COMPENSATION (4)
- ------------------ ---- ---------- --------- ------------ ------------ ----------------
Jong S. Whang 2001 $168,044 $ 69,397 -- -- $ 16,656
President and Chief 2000 175,817 122,622 -- -- $ 1,242
Executive Officer 1999 139,200 12,292 -- -- --
Robert T. Hass 2001 111,059 $ 1,468 -- $ 2,911
Vice President- 2000 99,750 9,500 -- -- 615
Finance 1999 85,500 -- -- -- --
9
- ----------
(1) Neither executive officer named in the Summary Compensation Table received
personal benefit prerequisite in excess of the lesser of $50,000 or 10% of
their aggregate salary and bonus.
(2) 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 February 1997 employment agreement. Effective
March 15, 2001, Mr. Whang entered into a new five year employment agreement
with the Company and received an increase in his annual base salary to
$188,402. For fiscal 2000, this column includes an accrued retrospective
salary increase of $14,250. As of April 1, 2001, Mr. Whang voluntarily
reduced his salary by 20% to $150,722 per year and Mr. Hass voluntarily
reduced his salary by 15% to $102,000 per year.
(3) See "Employment Agreements" below for a description of how Mr. Whang's
incentive compensation is determined. The amount reflected in this column
in fiscal 2000 for Mr. Whang includes a discretionary bonus of $32,550, in
addition to the $89,716 in incentive compensation earned by Mr. Whang under
his February 1997 employment agreement.
(4) Amounts for Mr. Whang and Mr. Hass consist of Company matching
contributions in the Amtech Systems, Inc. 401(k) Plan. The amount for Mr.
Whang includes a payment made in lieu of vacation.
OPTION GRANTS
The following table contains information regarding stock option grants
during the 2001 fiscal year to the Named Executive Officers.
OPTIONS GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------------
SECURITIES % OF TOTAL STOCK POTENTIAL REALIZABLE VALUE
UNDERLYING OPTIONS PRICE ON AT ASSUMED ANNUAL RATES OF STOCK
OPTIONS GRANTED TO EXERCISE DATE OF PRICE APPRECIATION
GRANTED EMPLOYEES PRICE GRANT EXPIRATION FOR OPTION TERM (4)
NAME (#) IN FISCAL 2001 ($/SHARE) ($/SHARE) DATE 0% 5% 10%
---- ------- -------------- --------- --------- ---- ----- -------- ----------
Jong S. Whang 150,000(1) 61.5% $6.53(3) $6.53 3/14/11 -0- $616,002 $1,561,071
Robert T. Hass 25,000(2) 10.3% $5.88(3) $5.88 3/15/11 -0- $ 92,448 $ 234,286
- ----------
(1) All options were granted to Mr. Whang on March 15, 2001 under the Company'
s 1998 Stock Option Plan. The options were granted concurrently with the
execution of a new employment agreement with Mr. Whang in March 2001. The
options granted become exercisable as follows: 20% on March 15, 2002, and
an additional 20% on each on-year anniversary thereafter. 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 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.
(2) All options were granted to Mr. Hass on March 16, 2001 under the applicable
Stock Option Plan. The options granted become exercisable as follows: 20%
on March 16, 2001 and an additional 20% on each one-year anniversary
thereafter.
(3) The exercise price was set at 100% of closing price of the Company's Common
Stock on grant day (March 15, 2001 for options granted to Mr. Whang and
March 16, 2001 for options granted to Mr. Hass), as reported on the NASDAQ
National Market.
(4) Reflects the value of the stock option on the date of grant assuming (i)
for the 0% column, no appreciation in the Company's stock price from the
date of grant over the term of the option, (ii) for the 5% column, a five
percent annual rate of appreciation in the Company's stock price over the
term of the option, and (iii) for the 10% column, a ten percent annual rate
of appreciation in the Company's stock price over the term of the option,
in each case without any discounting to present value. The actual gains, if
10
any, on stock option exercises are dependent upon the future performance of
the Company's Common Stock. Accordingly, the amounts reflected in this
table may not necessarily be indicative of the actual results obtained.
OPTION EXERCISES
There were no exercises of stock options during fiscal 2001 by any of the
Named Executive Officers.
EMPLOYMENT AND SEVERANCE AGREEMENTS
On March 15, 2001, the Company entered into a five (5) year employment
agreement with its President, Jong S. Whang, which agreement replaced an earlier
agreement entered into in February 1997. Under the terms of the agreement, Mr.
Whang is entitled to an annual base salary of $188,402, and base salary
increases of at least 5% to be determined by the Board of Directors at the end
of each year of the agreement. Mr. Whang is also entitled to receive annual
incentive cash compensation of up to 50% of his base salary, based on the follow
criteria: (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 for the applicable fiscal year exceeds such
revenues for the previous fiscal year. In addition, Mr. Whang was granted an
option to purchase 150,000 shares of Common Stock pursuant to the agreement.
These options were granted on March 15, 2001 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
discussed in the agreement. The agreement also contains confidentiality and
non-compete provisions. Mr. Whang is also entitled to participate in any benefit
plans generally available to employees of the Company. Finally, the Company is
required to purchase a $250,000 life insurance policy on the life of Mr. Whang,
with his spouse as the beneficiary of such policy. To date, Mr. Whang has waived
the Company's compliance with the latter requirement.
SEVERANCE AND CHANGE OF CONTROL PROVISIONS
If Mr. Whang is terminated other than for "cause" or he terminates his
employment for "good reason" (as such terms are defined in his employment
agreement), he is entitled to receive as severance pay salary, incentive
compensation and vacation accrued through the date of termination plus the
following: (i) an amount equal to two years of Mr. Whang's base salary in effect
on the termination date; (ii) a pro-rated portion of the amount of incentive
compensation Mr. Whang would earn for the fiscal year in which the termination
occurs if the results of operations of the Company for the period from the
beginning of such fiscal year to the termination date were annualized; (iii)
full vesting of all stock options issued under the employment agreement; and
(iv) vesting of a pro-rated portion of the number of stock options which would
have vested for the fiscal year in which the termination occurs.
Mr. Whang's employment agreement also provides for benefits should his
employment with the Company be terminated following a change in control. If Mr.
Whang's employment with the Company is terminated within one year following the
occurrence of a change of control, either by the Company for any reason other
than for cause or by Mr. Whang for good reason, we would be required to pay him
a lump sum payment equal to three years of his annual base salary in effect on
the termination date and the maximum amount of incentive compensation which he
could earn for the fiscal year in which the termination date occurs. In
addition, all stock options held by him but not vested would vest immediately.
REPORT OF COMPENSATION COMMITTEE
The Compensation and Option Committee of the Company's Board of Directors
(the "Committee), which is composed entirely of independent, outside directors,
establishes the general compensation policies of the Company and specific
compensation for each executive officer of the Company, and administers the
Company's stock option program. The Committee's intent is to make the
compensation packages of the executive officers of the Company sufficient to
attract and retain persons of exceptional quality, and to provide effective
11
incentives to motivate and reward Company executives for achieving the financial
and strategic goals of the Company essential to the Company's long-term success
and growth in shareholder value. The Company's executive compensation package
consists of three main components: base salary, incentive cash bonuses and stock
options.
BASE COMPENSATION
The Committee's approach is to offer executives salaries competitive with
those of other executives in the industry in which the Company operates. To that
end, the Committee evaluates the competitiveness of its base salary based on
information drawn from a variety of sources, including published and proprietary
survey data and the Company's own experience recruiting and retaining
executives, although complete information is not easily obtainable. The
Company's base salary levels are intended to be consistent with competitive
practice and level of responsibility, with salary increases reflecting
competitive trends, the overall financial performance of the Company and the
performance of the individual executive.
BONUSES
In addition to base salary, executives are eligible to receive a
discretionary annual bonus. At the beginning of each year, the Committee and the
Chief Executive Officer (the "CEO") review each individual executive's job
responsibilities and goals for the upcoming year. The amount of the bonus and
any performance criteria vary with the position and role of the executive within
the Company. In addition, for all executives, the Committee reviews the
Company's actual financial performance against its internally budgeted
performance in determining year-end bonuses, if any. However, the Committee does
not set objective performance targets for executives other than the CEO and
sales and marketing personnel.
STOCK OPTION AND RESTRICTED STOCK GRANTS
The Company, from time to time, grants stock options and shares of
restricted stock in order to provide certain executives with a competitive total
compensation package and to reward them for their contribution to the long-term
price performance of the Company's Common Stock. Grants of stock options and
restricted stock are designed to align the executive's interest with that of the
shareholders of the Company. In awarding option grants, the Committee will
consider, among other things, the amount of stock and options presently held by
the executive, the executive's past performance and contributions, and the
executive's anticipated future contributions and responsibilities.
2001 CEO COMPENSATION
The CEO's annual base salary increased in March of fiscal 2001 to $188,402
from $179,400 in fiscal 2000, pursuant to the terms of the March 15, 2001
employment agreement entered into by the Company and the CEO. The CEO's
increased base salary is based upon the compensation of executives in comparable
positions in the semiconductor industry, adjusted for the size of the Company
(total assets and revenues).
In connection with the execution of Mr. Whang's new employment agreement,
the Board of Directors approved an incentive compensation plan for the CEO,
which provides for an annual cash bonus equal to 2% of the annual earning of the
Company before taxes and extraordinary items; plus 2% of the amount by which the
revenues of the Company in an applicable fiscal year exceed such revenues for
the previous fiscal year. The total of such cash bonuses is limited to 50% of
Mr. Whang's base salary for the applicable fiscal year. The CEO earned a bonus
of $69,397 in 2001 pursuant to such incentive compensation plan. The CEO's
employment agreement with the Company incorporates the incentive compensation
plan described above. See "Employment and Severance Agreements," above.
RESPECTFULLY SUBMITTED,
Donald F. Johnston
Alvin Katz
12
AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of Directors on
June 1, 2000, a copy of which was attached as an exhibit to the Company's 2001
Annual Meeting Proxy Statement, the Audit Committee is responsible for reviewing
and discussing the audited financial statements with management, discussing with
the Company's auditors information relating to the auditors' judgments about the
quality of the Company's accounting principles, recommending to the Board of
Directors that the Company include the audited financials in its Annual Report
on Form 10-K and overseeing compliance with the Securities and Exchange
Commission requirements for disclosure of auditors' services and activities.
REVIEW OF AUDITED FINANCIAL STATEMENTS
The Audit Committee has reviewed the Company's audited financial statements
for the fiscal year ended September 30, 2001, as prepared by Arthur Andersen
LLP, the Company's independent auditors, and has discussed these financial
statements with management. In addition, the Audit Committee has discussed with
Arthur Andersen the matters required to be discussed by Statement of Auditing
Standard 61 regarding the codification of statements on auditing standards.
Furthermore, the Audit Committee has received the written disclosures and the
letter from Arthur Andersen required by the Independence Standards Board
Standard No. 1 and has discussed with Arthur Andersen its independence.
RECOMMENDATION
Based upon the foregoing review and discussion, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the fiscal year ended September 30, 2001 be filed with the Company's annual
report on Form 10-K.
RESPECTFULLY SUBMITTED,
Alvin Katz
Bruce R. Thaw
Donald F. Johnston
DISCLOSURE OF AUDIT AND NON-AUDIT FEES
AUDIT FEES
The aggregate fees billed by Arthur Andersen LLP for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended September 30, 2001 and for the review of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
fiscal year were $182,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During fiscal 2001, the Company did not engage its independent public
accountants to perform financial information systems design and implementation.
ALL OTHER FEES OF INDEPENDENT PUBLIC ACCOUNTANTS
During fiscal 2001, all other fees of the Company's independent public
accountants amounted to $11,385, which primarily consisted of accounting and tax
consultation services.
The Audit Committee of the Board of Directors considered whether the
provision of non-audit services is consistent with maintaining the auditor's
independence.
13
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, 2002, 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. To the Company's knowledge, there are no
persons known to the Company who beneficially own 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 156,722(4) 5.8%
Robert T. Hass 9,375(5) *
Donald F. Johnston 7,292(6) *
Alvin Katz 81,667(7) 3.1%
Bruce R. Thaw 17,667(7) *
Directors and Executive Officers of
the Company as a group (5 persons) 272,723(8) 10.3%
Robert Sussman 202,500(9) 7.6%
- ----------
* Less than 1%.
(1) 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, 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, 2002, 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, 2002, 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 2,650,921 shares of Common Stock outstanding as
of January 21, 2002.
(4) Includes (i) 9,488 shares held jointly with Mr. Whang's spouse and (ii)
72,267 shares issuable upon the exercise of presently exercisable options;
41,517 shares issuable at an exercise price of $1.126 per share; 750 shares
issuable at an exercise price of $1.50 per share; and the balance of 30,000
shares issuable at $6.53 per share.
(5) Includes 9,250 shares issuable upon exercise of presently exercisable
options; 4,250 shares issuable at an exercise price of $1.126 per share;
and the balance of 5,000 shares issuable at an exercise price of $5.88 per
share.
(6) Includes 6,667 shares issuable upon exercise of presently exercisable
options; 3,000 shares issuable at an exercise price of $1.126 per share;
2,000 shares issuable at an exercise price of $6.813 per share; and the
balance of 1,667 shares issuable at an exercise price of $5.88 per share.
14
(7) Includes 17,667 shares issuable upon exercise of presently exercisable
options; 11,000 shares issuable at an exercise price of $1.126 per share;
3,000 shares issuable at an exercise price of $1.50 per share; 2,000 shares
issuable at an exercise price of $6.813 per share; and the balance of 1,667
shares issuable at an exercise price of $5.88 per share.
(8) Includes 123,518 shares issuable upon exercise of presently exercisable
options; 70,767 shares issuable at an exercise price of $1.126 per share;
6,750 shares issuable at an exercise price of $1.50 per share; 6,000 shares
issuable at an exercise price of $6.813 per share; 30,000 shares issuable
at an exercise price of $6.53 per share; and the balance of 10,001 shares
issuable at an exercise price of $5.88 per share.
(9) Includes 2,500 shares jointly owned with Mr. Sussman's spouse.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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, except that reports were not timely filed with respect to the
automatic option grant to directors arising under the Company's Non-employee
Directors Stock Option Plan and the options grants reflected in this Proxy
Statement.
COMPARISON OF STOCK PERFORMANCE
The following graph assumes that $100 was invested on October 1, 1996 in
each of the following: the Company's Common Stock, the NASDAQ Composite Index
and the NASDAQ Industrial Index.
VALUE OVER TIME,
ASSUMING $100 INVESTED
--------------------------------------------------------
Amtech NASDAQ NASDAQ
Stock Composite Industrial
-------- --------- ----------
9/30/96 $ 100.00 $ 100.00 $ 100.00
9/30/97 $ 56.58 $ 137.39 $ 130.86
9/30/98 $ 15.79 $ 138.06 $ 98.17
9/30/99 $ 21.05 $ 223.83 $ 153.14
9/30/00 $ 157.89 $ 299.36 $ 194.94
9/30/01 $ 52.11 $ 122.16 $ 103.77
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company did not have any transactions during fiscal 2001 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.
15
OTHER MATTERS
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended September 30,
2001, is enclosed herewith.
VOTING BY PROXY
In order to ensure that your shares will be represented at the Annual
Meeting, please sign and return the enclosed Proxy in the envelope provided for
that purpose, whether or not you expect to attend. Any shareholder may, without
affecting any vote previously taken, revoke a written proxy by giving notice of
revocation to the Company in writing or by executing and delivering to the
Company a later dated proxy.
INDEPENDENT AUDITORS
The Board of Directors has selected Arthur Andersen LLP ("Andersen") as the
Company's independent public accountants for the fiscal year ending September
30, 2002. Andersen has audited the Company's financial statements since 1983. A
representative of Andersen is expected to be present at the Annual Meeting with
the opportunity to make a statement if he or she so desires and to be available
to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR ACTION AT THE COMPANY'S NEXT ANNUAL MEETING
Any shareholder who wishes to present any proposal for shareholder action
at the next Annual Meeting of Shareholders to be held in 2003, must be received
by the Company's Secretary, at the Company's offices, not later than September
30, 2002, in order to be included in the Company's proxy statement and form of
proxy for that meeting. Such proposals should be addressed to the Corporate
Secretary, Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. If
a shareholder proposal is introduced at the 2003 Annual Meeting of Shareholders
without any discussion of the proposal in the Company's proxy statement, and the
shareholder does not notify the Company on or before December 13, 2002, 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
2002 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.
By Order of the Board of Directors
/s/ Robert T. Hass
Robert T. Hass, Secretary
Tempe, Arizona
February 1, 2002
16
AMTECH SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AMTECH SYSTEMS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
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 1, 2002, and hereby appoints Jong S. Whang or Robert
T. Hass and each 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 March 29, 2002, at 10:00 a.m., Mountain Standard time, and at any
adjournment(s) or postponement(s) thereof, and to vote all shares of Common
Stock that the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below.
1. ELECTION OF DIRECTORS FOR all nominees listed below (except as marked to
the contrary below): Jong S. Whang Robert T. Hass Donald F. Johnston Alvin
Katz Bruce R. Thaw
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below:
----------
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.
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S 1998 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER FROM 300,000 TO
500,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 ABOVE, FOR THE PROPOSAL TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE COMPANY'S 1998 STOCK OPTION
PLAN AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE
MEETING.
Dated: ___________________, 2002
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.
SIGNATURES:
__________________________________
__________________________________
__________________________________
Please return in the enclosed, postage-paid envelope.