SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1997
--------------------------------
AMTECH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Arizona 0-11412 86-0411215
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
131 South Clark Drive, Tempe, Arizona 85281
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 967-5146
-----------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
Effective July 1, 1997, Amtech Systems, Inc. ("Amtech") acquired
substantially all of the assets and the related operating liabilities of P.R.
Hoffman Machine Products Corporation ("P.R. Hoffman" or the "Seller") (the
"Acquisition"). The Acquisition was consummated in accordance with the terms of
an Asset Purchase Agreement between Amtech, P.R. Hoffman, and John R. Krieger
dated July 1, 1997.
The aggregate consideration paid by Amtech in connection with the
Acquisition was approximately $2,909,000, comprised of $2.2 million cash, 32,388
unregistered shares of Amtech Common Stock, and the assumption of liabilities
(approximately $644,000). The cash portion of the purchase price is subject to a
post-closing adjustment based on P.R. Hoffman's June 30, 1997 balance sheet,
which is expected to result in an additional cash payment of up to $200,000. The
Acquisition also provides for an earnout formula which, in the aggregate, could
pay the Seller an additional $2 million. Under the terms of the earnout formula,
the Seller is entitled to fifty percent (50%) of P.R. Hoffman's pre-tax profits
in excess of $800,000 per year for a period of five (5) years or a cumulative
cap of $2 million, whichever occurs first.
The aggregate consideration paid in the Acquisition was
determined through arm's length negotiations between representatives of Amtech
and P.R. Hoffman. Neither Amtech nor, to the knowledge of Amtech, any affiliate,
director or officer of Amtech had any material relationship with P.R. Hoffman
prior to the Acquisition.
In connection with the Acquisition, the parties entered into
certain ancillary agreements, including, but not limited to, a four-year
Employment Agreement with Mr. Krieger, a Registration Rights Agreement with P.R.
Hoffman, and a Sublease Agreement with Mr. Krieger. The Employment Agreement
provides Mr. Krieger with an annual base salary of $150,000 and the right to
participate in Amtech benefit plans. Under the terms of the Registration Rights
Agreement, Amtech has granted P.R. Hoffman piggyback registration rights with
respect to the unregistered shares of Amtech Common Stock issued to P.R. Hoffman
in connection with the Acquisition, including shares of common stock that may be
issued at the Company's option in connection with the earnout. Any unregistered
shares issued to P.R. Hoffman in connection with the Acquisition are subject to
a two-year lock-up period. Under the terms of the Sublease Agreement, Amtech
will be leasing its operating facility relating to the Acquisition from Mr.
Krieger for a period of three (3) years at an annual rent of $126,900.
The assets purchased principally consisted of certain inventories
valued by the parties at approximately $1,146,000; trade receivables of
$1,187,000; certain fixed assets valued by the parties at $429,000; and goodwill
and intangible assets valued by the parties at $147,000. These amounts are
subject to change depending on amounts reflected in Seller's June 30, 1997
closing balance sheet. Following the Acquisition, Amtech intends to continue
using the assets purchased for substantially the same purposes as they were used
before the Acquisition.
2
Related liabilities of P.R. Hoffman assumed by Amtech include
certain proratable expenses, obligations under certain contracts, leases and
purchase orders expressly assumed by Amtech, and product claims and return
obligations of P.R. Hoffman, subject to reimbursement by P.R. Hoffman if a
specified dollar threshold is met.
Amtech financed the $2.2 million aggregate cash consideration
paid in connection with the Acquisition with available cash and cash
equivalents.
P.R. Hoffman will be operated through Amtech's wholly owned
subsidiary, P.R. Hoffman Machine Products, Inc. (the "Subsidiary"), and is
expected to remain headquartered in Carlisle, Pennsylvania. As of July 1, 1997,
all current employees, approximately 35, of P.R. Hoffman became employees of the
Subsidiary.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
--------------------
At the time of filing this report on Form 8-K, it is
impractical to provide the required financial statements
for P.R. Hoffman. The required financial statements will
be filed by Amtech not later than 60 days following the
date upon which this report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
--------------------------------
At the time of filing this report on Form 8-K, it is
impractical to provide the required pro forma financial
information for P.R. Hoffman. The required pro forma
financial information will be filed by Amtech not later
than 60 days following the date upon which this report
on Form 8-K must be filed.
(c) Exhibits.
--------
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
2 Asset Purchase Agreement, dated July 1, Filed herewith
1997, between Amtech Systems, Inc.,
P.R. Hoffman Machine Products Corporation,
and John R. Krieger
10.1 Employment Agreement, dated July 1, 1997, Filed herewith
between Amtech Systems, Inc. and John R.
Krieger
3
10.2 Registration Rights Agreement, dated July 1, Filed herewith
1997, between Amtech Systems, Inc. and
P.R. Hoffman Machine Products Corporation
10.3 Sublease Agreement, dated July 1, 1997, between
Amtech Systems, Inc. and John R. Krieger Filed herewith
99 Registrant's Press Release dated July 2, 1997 Filed herewith
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 8, 1997 AMTECH SYSTEMS, INC.
By: /s/ Robert T. Hass
----------------------
Robert T. Hass
Vice President-Finance (Chief
Financial & Accounting Officer)
5