-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EmN6/e6EmDbE9hV/mhuuoiKX/NwIA4hlYNrJME6vNplJPvVL5gLkRqMeAamPL99q XqW2P9xXI6lcxafWNuUCqw== 0001206774-07-000483.txt : 20070223 0001206774-07-000483.hdr.sgml : 20070223 20070223172157 ACCESSION NUMBER: 0001206774-07-000483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070219 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMTECH SYSTEMS INC CENTRAL INDEX KEY: 0000720500 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 860411215 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11412 FILM NUMBER: 07646750 BUSINESS ADDRESS: STREET 1: 131 S CLARK DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029675146 MAIL ADDRESS: STREET 1: 131 SOUTH CLARK DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: QUARTZ ENGINEERING & MATERIALS INC DATE OF NAME CHANGE: 19870715 8-K 1 as120666.htm FORM 8-K

UNITED STATES
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

February 19, 2007
Date of Report (Date of earliest event reported)

Amtech Systems, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Arizona

 

000-11412

 

86-0411215


 


 


(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.

 

 

 

 

 

131 South Clark Drive, Tempe, Arizona

 

85281


 


(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code     (480) 967-5146

 

 

 

 

 

Not applicable.


(Former name or former address, if changed since last report.)

 

 

 

 

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(d)(1)

On February 19, 2007, the Board of Directors of Amtech Systems, Inc. (the “Company”) elected Michael Garnreiter and Brian Hoekstra as Directors of the Company.

 

 

(2)

There are no arrangements or understandings between either of Mr. Garnreiter and Mr. Hoekstra and any other persons pursuant to which either of such individuals was selected as a Director.

 

 

(3)

Mr. Garnreiter has been appointed to serve on the Company’s Audit Committee, Compensation and Option Committee and as Chairman of the Nominating and Governance Committee.  Mr. Hoekstra has been appointed to serve on the Company’s Nominating and Governance Committee, and replaces Lawrence D. Firestone as a member of such committee.

 

 

(4)

Neither Mr. Garnreiter nor Mr. Hoekstra has had any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

 

 

(5)

Each of Mr. Garnreiter and Mr. Hoekstra will receive an annual retainer of $8,000 and fees of $1,250 per Board meeting attended in person, $750 per Board meeting attended telephonically, $750 per committee meeting attended in person and $500 per committee meeting attended telephonically. Mr. Garnreiter will also receive an annual retainer of $2,500 for serving as Chairman of the Nominating and Governance Committee. In addition, under the Company’s Non-Employee Directors Stock Option Plan, each of Mr. Garnreiter and Mr. Hoekstra received a grant of options to purchase 6,000 shares of Common Stock upon election to the Board, and will receive an annual grant of 5,000 shares of Common Stock, or such other number of shares as maybe determined by the Board, upon each re-election to the Board at the Company’s Annual Meeting of Shareholders. The exercise price of the options is $7.30, the closing price of the Company’ Common Stock on Fri day, February 16, 2007.  Each option has a term of ten years and is 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 the Director, all options will remain exercisable for a period of 30 days following the date such person ceased to be a Director, or such other date as may be determined by the Board, but only to the extent such options were exercisable on the date the Director ceased to be a Director.

 

 

(e)

On February 19, 2007, the Compensation and Option Committee approved the following compensation arrangement for Bradley C. Anderson, Vice President and Chief Financial Officer, in recognition of his efforts in connection with the Company’s recent public offering of Common Stock:  (i) a cash bonus of $25,000; and (ii) options to purchase 20,000 shares of Common Stock.  Each of the options granted to Mr. Anderson has an exercise price of $7.30 (the closing price of the Company’s Common Stock on February 16, 2007).  The options expire ten years from the date of grant, and vest 25% per year on the first through fourth anniversaries of the grant date.


Item 7.01

Regulation FD Disclosure.

On February 23, 2007, the Company issued a press release regarding the election of Michael Garnreiter and Brian Hoekstra as Directors.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

          (d) Exhibits.

          The following exhibit is furnished as part of this report:

 

Exhibit No.

 

Description

 


 


 

99.1

 

Press Release, dated February 23, 2007.


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.

 

AMTECH SYSTEMS, INC.

 

 

 

 

 

 

Date:  February 23, 2007

By:

/s/ Bradley C. Anderson

 

 


 

Name:

Bradley C. Anderson

 

Title:

Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

 

Description

 


 


 

99.1

 

Press Release, dated February 23, 2007.

 

EX-99.1 2 as120666ex991.htm EXHIBIT 99.1

Exhibit 99.1

AMTECH SYSTEMS ELECTS TWO NEW BOARD MEMBERS

TEMPE, Arizona – February 23, 2007 – Amtech Systems, Inc. (NASDAQ: ASYS), a global supplier of production and automation systems and related supplies for the manufacture of semiconductors, solar cells and wafers, announced today that Michael Garnreiter and Brian Hoekstra were elected to the Company’s board of directors.  Their elections took effect on February 19th and bring to five the number of members on Amtech’s board.

Michael Garnreiter is a CPA and was a senior audit partner of Arthur Andersen LLP where he served for nearly 28 years before retiring.  Mr. Garnreiter brings extensive business experience in various industries, with practical and technical expertise in mergers and acquisitions, financial reporting, internal controls, corporate governance, and Sarbanes-Oxley implementation and evaluation.  He is currently a managing member of Rising Sun Restaurant Group LLC and was previously CFO of Main Street Restaurant Group, a publicly traded restaurant operating company.

Brian L. Hoekstra is Founder, President & CEO of Applied Photonics, Inc., a leading laser solutions provider for the flat panel display industry.  He has more than 25 years of professional experience including corporate management, strategic planning and business development, as well as extensive technical expertise that includes lasers, optics and electronic materials.  He was previously V.P. of Technology at Accudyne Corporation and Project Scientist on the U.S. Display Consortium (USDC) sponsored laser glass separation project.  He was also Founder and deputy Director of a NASA Commercial Center focused on Electronic and Optical Materials Processing in Space.  Mr. Hoekstra a graduate of the U.S. Air Force Academy and was a pilot with the 64th Flying Training Wing.  He qualified for the manned space flight program in 1988.

“We are delighted to have Michael and Brian join our board,” said J.S. Whang, President and Chief Executive Officer of Amtech.  “They each bring significant experience and distinguished expertise that will add tremendous value to our strategic efforts to grow our business and capitalize on the significant opportunities ahead of us.”

Mr. Garnreiter currently serves on the boards of directors of two publicly traded companies, Knight Transportation Company (Mkt. Cap: $1.72 billion) and Taser International (Mkt. Cap: $522 million).  He graduated from California State University at Long Beach with a Bachelor of Science degree in accounting and business administration.

Mr. Hoekstra received a Bachelors of Science in Physics from the Illinois Institute of Technology – Chicago, Illinois.  He is also a Ph.D. candidate in Electro-Optics at the University of Dayton – Dayton, Ohio.  He is an affiliated member of numerous organizations including the Materials Research Society and the American Physical Society.


About Amtech Systems, Inc.

Amtech Systems, Inc. manufactures capital equipment, including silicon wafer handling automation, thermal semiconductor processing equipment and related consumables used in fabricating semiconductor devices and solar cells. Semiconductors, or semiconductor chips, are fabricated on silicon wafer substrates, sliced from ingots, and are part of the circuitry, or electronic components, of many products including computers, telecommunications devices, automotive products, consumer goods, and industrial automation and control systems. The Company’s semiconductor handling, thermal processing and consumable products currently address the polishing of newly sliced silicon wafers and reclaimed test wafers and the oxidation and deposition steps used in the fabrication of semiconductors, MEMS and solar cells.

Contacts:

 

Amtech Systems, Inc

MKR Group, Inc.

Bradley C. Anderson

Investor Relations

Chief Financial Officer

Todd Kehrli or Jim Byers

(480) 967-5146

(323) 468-2300

 

asys@mkr-group.com

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