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) May 17, 1999
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AMTECH SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Arizona 0-11412 86-0411215
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
131 South Clark Drive, Tempe, Arizona 85281
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 967-5146
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On May 17, 1999, the Board of Directors of Amtech Systems, Inc. (the
"Company) declared a dividend distribution of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock, $.01 par value (the
"Common Stock"), of the Company. The dividend is payable on June 9, l999 (the
"Record Date"), to stockholders of record as of the close of business on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Participating Preferred Stock, without par
value, of the Company (the "Preferred Stock"), subject to adjustment, at a price
of $8.50 per one one-hundredth of a share of Preferred Stock, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights are
set forth in the Rights Agreement (the "Rights Agreement") dated as of May 17,
1999, between the Company and American Securities Transfer & Trust, Inc., as
rights agent (the "Rights Agent").
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the form of
Rights Agreement, including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights to be provided to stockholders of the
Company, is attached as Exhibit 1 to this Report and is incorporated herein by
reference.
RIGHTS EVIDENCED BY COMMON STOCK CERTIFICATES
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
stockholders and the Rights will attach to and trade only together with the
Common Stock. Accordingly, Common Stock certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender or transfer of any
certificates for Common Stock, even without notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Stock, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier of: (i)
the Close of Business on the tenth Business Day after the Stock Acquisition Date
(or, if the tenth Business Day after the Stock Acquisition Date occurs before
the Record Date, the Close of Business on the Record Date) or (ii) the Close of
Business on the tenth Business Day (or such later date as may be determined by a
majority of the Board of Directors) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Stock. The earlier of such dates
is referred to as the "Distribution Date."
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ISSUANCE OF RIGHTS, CERTIFICATES, EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. All Common
Stock issued prior to the Distribution Date will be issued with Rights. Common
Stock issued after the Distribution Date may be issued with Rights if such
shares are issued (i) upon the conversion of securities issued after adoption of
the Rights Agreement or (ii) pursuant to the exercise of stock options or under
employee benefit plans unless such issuance would result in (or create a risk
that) such options or plans would not qualify for otherwise available special
tax treatment. Except as otherwise determined by the Board of Directors, no
other Common Stock issued after the Distribution Date will be issued with
Rights. The Rights will expire on May 16, 2009 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company or expire upon consummation of certain
mergers, consolidations or sales of assets, as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $8.50 per Right, one one-hundredth of
a Preferred Share.
EXCHANGE PROVISION
At any time after an event triggering the rights to acquire stock
described below and prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person or its
affiliates), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
RIGHT TO BUY COMMON STOCK AT HALF PRICE
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding shares of Common Stock and approved by the
unanimous vote of the Board of Directors after determining that the offer is
both adequate and otherwise in the best interests of the Company and its
stockholders (a "Qualifying Offer"), then proper provision will be made so that
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, Common Stock
having a value equal to two times the Purchase Price. Rights are not exercisable
following the occurrence of an event described above until such time as the
Rights are no longer redeemable by the Company as set forth below. In the event
that the Company does not have sufficient Common Stock available for all Rights
to be exercised, or the Board decides that such action is necessary and not
contrary to the interests of Rights holders, the Company may instead substitute
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cash, assets or other securities for the Common Stock into which the Rights
would have otherwise been exercisable.
RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Stock Acquisition Date (as defined below), (i) the Company
is acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation or in which the Company's outstanding
Common Stock is changed or exchanged for stock or assets of another person or
(ii) 50% or more of the Company's consolidated assets or earning power are sold
(other than through transactions in the ordinary course of business), proper
provision must be made so that each holder of a Right which has not theretofore
been exercised (other than Rights beneficially owned by the Acquiring Person,
which will thereafter be void) will thereafter have the right to receive, upon
exercise, shares of common stock of the acquiring company having a value equal
to two times the Purchase Price (unless the transaction satisfies certain
conditions and is consummated with a person who acquired shares pursuant to a
Permitted Offer, in which case the Rights will expire).
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
RIGHTS AND PREFERENCES OF THE PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
100 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum preferential
liquidation payment of 100 times any payment made per Common Share and,
depending upon the amount of proceeds to be distributed, will share with the
holders of the Common Shares in such distribution. Each Preferred Share will
have 100 votes, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary anti-dilution
provisions.
Because of the nature of the dividend, liquidation and voting rights of
the Preferred Shares, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
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REDEMPTION
At any time on or prior to the close of business on the earlier of (i)
the 10th day following the acquisition by an Acquiring Person (the "Stock
Acquisition Date") of 15% or more of the Company's outstanding Common Stock or
such later date as may be determined by a majority of the Board of Directors and
publicly announced by the Company or (ii) the Final Expiration Date of the
Rights, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right ("Redemption Price").
NO SHAREHOLDERS' RIGHT PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The provisions of the Rights Agreement may be supplemented or amended
by the Board of Directors in any manner prior to the close of business on the
Distribution Date without the approval of Rights holders. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's board of directors and its
stockholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at $0.01
per Right within 10 days (or such later date as may be determined by a majority
of the Board of Directors) after the accumulation of 15% or more of the
Company's outstanding Common Shares by a single acquiror or group. Accordingly,
the Rights should not preclude any merger or business combination approved by
the Board of Directors. Issuance of the Rights does not in any way weaken the
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financial strength of the Company or interfere with its business plans. The
issuance of the Rights has no immediate dilutive effect, will not affect
reported earnings per share, should not be taxable to the Company or to its
stockholders and will not change the way in which the Company's shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment. However, the
Rights may have the effect of rendering more difficult or discouraging an
acquisition of the Company deemed undesirable by the Board of Directors. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company's Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No Description
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1 Rights Agreement, dated as of May 17, 1999, between
Amtech Systems, Inc. and American Securities Transfer
& Trust, Inc., including the Certificate of
Designation of Rights, Preferences an Privileges of
Series A Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
AMTECH SYSTEMS, INC.
Date: June 1, 1999 By /s/ Robert T. Hass
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Robert T. Hass, Chief Financial Officer
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AMTECH SYSTEMS, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Page Number Under
Sequential Numbering
Exhibit No. Exhibit System
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1 Rights Agreement, dated as of May 17, 1999, between Page 9
Amtech Systems, Inc. and American Securities Transfer
& Trust, Inc., including the Certificate of
Designation of Rights, Preferences an Privileges of
Series A Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively.