As filed with the Securities and Exchange Commission on August 9, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMTECH SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Arizona 86-0411215
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
131 South Clark Drive, Tempe, Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 1995 Stock Option Plan/1995 Stock Bonus Plan
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(Full title of the plan)
Jong S. Whang
President
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85281
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(Name and address of agent for service)
(602) 967-5146
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(Telephone number, including area code, of agent for service)
With copy to:
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share * Price * Fee
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Common Stock, 320,000 $4.375 $1,400,000 $483
$.01 par value
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* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid and asked prices for shares
of Common Stock on August 6, 1996.
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EXPLANATORY NOTE
The Amended and Restated 1995 Stock Option Plan (the "1995 Plan")
authorizes the grant of up to 320,000 shares of Common Stock (adjusted for a
two-for-one stock split of the Company's Common Stock effected March 29, 1996).
The 1995 Stock Bonus Plan (the "Bonus Plan") authorizes the grant of up to
320,000 shares of the Common Stock (adjusted for a two-for-one stock split of
the Company's Common Stock effected March 29, 1996), less that number of shares
of Common Stock issued or issuable pursuant to options granted under the 1995
Plan. Accordingly, the Bonus Plan and the 1995 Plan effectively share the same
pool of reserved Common Stock. The maximum number of shares of Common Stock that
may be issued under the 1995 Plan and the Bonus Plan is 320,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Securities
Act Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents are hereby incorporated by reference into
this Registration Statement: (a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995; (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to September 30, 1995; and (c) the
description of the Registrant's capital stock contained in the Registrant's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. Description of Securities. Not applicable.
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Item 5. Interests of Named Experts and Counsel. Not applicable.
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Item 6. Indemnification of Directors and Officers.
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The right of the shareholders to sue any director for misconduct
in conducting the affairs of the Company is limited by Article 14 of the
Company's Articles of Incorporation and Arizona statutory law to actions for
damages resulting from a breach of a director's fiduciary duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct or knowing
violations of the law, the unlawful payment of dividends or stock repurchases or
transactions in which a director receives an improper personal benefit. Ordinary
negligence is not a ground for such a suit.
The Company also has the right, pursuant to Article 11 of the
Company's Articles of Incorporation, to indemnify any present or former director
or officer of the Company for all expenses incurred by them in connection with
any legal action brought or threatened against such person for or on account of
any action or omission alleged to have been committed while acting in the course
and scope of the person's duties, if the person acted in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to criminal actions, had no
reasonable cause to believe the person's conduct was unlawful, provided that
such indemnification is made pursuant to then existing provisions of Arizona
statutory law at the time of any such indemnification. The statute does
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not limit the liability of directors or officers for monetary damages under the
Federal securities laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provision, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit Index located at Page 8.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, and the State of Arizona, on
August 7, 1996.
AMTECH SYSTEMS, INC.
an Arizona corporation
By /s/ Jong S. Whang
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Jong S. Whang, President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints Jong S. Whang and Robert T. Hass, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Jong S. Whang Chairman of the Board, August 7, 1996
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Jong S. Whang
/s/ Robert T. Hass Vice President-Finance August 7, 1996
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Robert T. Hass Officer) and Director
/s/ Donald F. Johnston Director August 7, 1996
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Donald F. Johnston
/s/ Alvin Katz Director August 7, 1996
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Alvin Katz
/s/ Bruce R. Thaw Director August 7, 1996
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Bruce R. Thaw
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EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
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4.1 Amended and Restated 1995 Stock Option Plan, *
as amended
4.2 Form of Incentive Stock Option Agreement *
4.3 Form of Non-Statutory Stock Option Agreement *
4.4 1995 Stock Bonus Plan *
5 Form of opinion rendered by Squire, Sanders & *
Dempsey, counsel for the Registrant (including
consent)
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Counsel See Exhibit 5
24 Powers of Attorney See Signature Page
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* Filed herewith.
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