amtech_8k.htm
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
December 21, 2009
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 |
(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 |
(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 Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
| (b) |
|
On December 21,
2009, Amtech Systems, Inc. (the “Company”) received the resignation of
Brian L. Hoekstra from the Board of Directors of the Company (the
“Board”), effective December 22, 2009. The resignation was not the result
of any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices. Mr. Hoekstra was a member of
the Company’s Audit, Compensation and Stock Option and Technology Strategy
Committees. |
| |
| (d) |
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(1) On December
21, 2009, the Board appointed Egbert Jan Gert Goudena as a Director of the
Company, effective December 22, 2009. |
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(2) There are no
arrangements or understandings between Mr. Goudena and any other persons
pursuant to which Mr. Goudena was selected as a Director. |
| |
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(3) Mr. Goudena
has been appointed to serve on the Company’s Nominating and Governance
Committee and Technology Strategy Committee. |
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(4) Mr. Goudena
has not 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. |
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| |
|
(5) Mr. Goudena
will receive an annual retainer of $16,000 and fees of $2,000 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. In addition, under the
Company’s Non-Employee Directors Stock Option Plan, Mr. Goudena received a
grant of options to purchase 6,000 shares of Common Stock upon appointment
to the Board, and will receive an annual grant of 5,000 shares of Common
Stock, or such other number of shares as may be 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 received is $11.03, the
closing price of the Company’ Common Stock on December 22, 2009. 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 December 21, 2009, upon
the recommendation of the Compensation and Options Committee of the Board,
the Board approved an increase of the base salary paid to the Company’s
executive officers to restore such base salary to the levels paid prior to
the reduction proposed by the Company’s executive officers and approved by
the Board on April 8, 2009. The Board approved a
salary restoration for Jong S. Whang, the Company’s Chairman of the
Board, Chief Executive Officer and President, from $315,000 to $350,000, a
salary restoration for Bradley C. Anderson, the Company’s Vice
President—Finance and Chief Financial Officer, from $220,500 to $245,000,
and a salary restoration for Robert T. Hass, the Company’s Chief
Accounting Officer, from $133,200 to $148,000. Each of the salary increases are effective as
of January 10, 2010.
|
On December 21, 2009,
upon the recommendation of the Compensation Committee of the Board, the Board
also approved discretionary bonuses for its executive officers for fiscal year
2009 in accordance with the Company’s executive compensation strategy.
The Board approved a bonus for
Jong S. Whang for fiscal year 2009 in the amount of $95,000. The Board approved a bonus for Bradley C.
Anderson for fiscal year 2009 in the amount of $50,000. The Board approved a bonus for Robert T. Hass
for fiscal year 2009 in the amount of $12,000.
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.
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AMTECH SYSTEMS, INC. |
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| Date: |
December 24, 2009 |
By: |
/s/ Robert T. Hass |
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Name: |
Robert T. Hass |
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Title: |
Chief Accounting |
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Officer and Assistant |
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Secretary |