8-K 1 a5270022.txt ULTRATECH, INC. 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 Date of Report (Date of earliest event reported) November 2, 2006 -------------------- Ultratech, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22248 94-3169580 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3050 Zanker Road, San Jose, California 95134 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 321-8835 ------------------ N/A ------------------------------------------------------------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers Amended and Restated Employment Agreement with former President and Chief Operating Officer On November 2, 2006, the Company entered into an Amended and Restated Employment Agreement with Mr. John E. Denzel, the former President and Chief Operating Officer of the Company. The Amended and Restated Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 and Item 5.02 by reference. As previously reported, Mr. Denzel resigned from such positions with the Company on October 5, 2006, but has continued to be employed by the Company since that time. Separation and General Release Agreement with former President and Chief Operating Officer In connection with the termination of Mr. Denzel's employment with the Company on November 3, 2006, the Company entered into a Separation and General Release Agreement with Mr. Denzel. The Separation and General Release Agreement is attached hereto as Exhibit 10.2 and is incorporated into this Item 1.01 and Item 5.02 by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description Exhibit 10.1 Amended and Restated Employment Agreement between Registrant and Mr. John E. Denzel, Former President and Chief Operating Officer Exhibit 10.2 Separation and General Release Agreement between Registrant and Mr. John E. Denzel, Former President and Chief Operating Officer 2 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 thereunto duly authorized. ULTRATECH, INC. -------------------------------------------------------------------------------- (Registrant) Date: November 8, 2006 By: /s/ Bruce R. Wright ---------------- ------------------------------------------ Bruce R. Wright Senior Vice President, Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 3 Exhibit Index Exhibit Description 10.1 Amended and Restated Employment Agreement between Registrant and Mr. John E. Denzel, Former President and Chief Operating Officer 10.2 Separation and General Release Agreement between Registrant and Mr. John E. Denzel, Former President and Chief Operating Officer 4