SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
[x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
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[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
AMTECH SYSTEMS, INC.
------------------------------------------------------------------------------------------------------------------------------------------------------
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(Name of Registrant as
Specified In Its Charter)
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
[x] No fee required.
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the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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AMTECH SYSTEMS,
INC.
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
______________________________________________________
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON MARCH 11, 2010
______________________________________________________
TO BE HELD ON MARCH 11, 2010
______________________________________________________
To
Our Shareholders:
The 2010 Annual Meeting of
Shareholders of AMTECH SYSTEMS, INC., an Arizona corporation (the “Company”),
will be held at The Tempe Mission Palms Hotel, 60 East Fifth Street, Tempe,
Arizona 85281 USA, on Thursday, March 11, 2010, at 9:00 a.m., Arizona time, for
the following purposes:
| 1. |
To elect six (6) directors to serve for one-year terms or until
their successors are elected and qualified;
|
||
| 2. |
To ratify the appointment of Mayer Hoffman McCann P.C. as the
Company’s independent registered public accountants for the fiscal year
ending September 30, 2010;
|
||
| 3. |
To approve an amendment to the Company’s Non-Employee Directors
Stock Option Plan;
|
||
| 4. |
To approve an amendment to the Company’s 2007 Employee Stock
Incentive Plan; and
|
||
| 5. |
To transact such other business as may properly come before the
meeting or its adjournment.
|
||
The foregoing items of
business are more fully described in the Proxy Statement accompanying this
notice. The Company is presently aware of no other business to come before the
Annual Meeting.
Important Notice Regarding
the Availability of
Proxy Materials for the Meeting
Proxy Materials for the Meeting
The proxy statement and
annual report to security holders are also available at http://www.amtechsystems.com/proxy.htm. The materials available on
this website include this notice, the proxy statement, the proxy card and our
annual report on Form 10-K.
The Board of Directors has
fixed the close of business on January 22, 2010 as the record date (the “Record
Date”) for the determination of shareholders who hold the Company’s common stock
who are entitled to notice of, and to vote at, the Annual Meeting or any
postponement or adjournment thereof. Shareholders are reminded that their shares
of the Company’s common stock can be voted at the annual meeting only if they
are present at the Annual Meeting in person or by valid proxy. A copy of the
Company’s 2009 Annual Report, which includes our audited financial statements,
was mailed with this Notice and Proxy Statement to all shareholders of record on
the Record Date.
Management of the Company
cordially invites you to attend the Annual Meeting. Your attention is directed
to the attached Proxy Statement for a discussion of the foregoing proposals and
the reasons why the Board of Directors encourages you to vote FOR approval of such proposals.
| By Order of the Board of Directors: | |
 |
|
| Bradley C. Anderson, Secretary |
Tempe, Arizona
February 1, 2010
February 1, 2010
|
IMPORTANT: IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. PLEASE
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED
STATES.
|
AMTECH SYSTEMS, INC.
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
__________________________
PROXY STATEMENT
__________________________
__________________________
The Board of Directors of
Amtech Systems, Inc., an Arizona corporation (the “Company”), is soliciting
proxies to be used at the 2009 Annual Meeting of Shareholders of the Company to
be held on Thursday, March 11, 2010, at 9:00 a.m., Arizona time, and any
adjournment or postponement thereof (the “Annual Meeting”). A copy of the Notice
of the Meeting accompanies this Proxy Statement. This Proxy Statement and the
accompanying form of proxy will be mailed to all shareholders entitled to vote
at the Annual Meeting beginning February 1, 2010.
Who Can Vote
Shareholders of record as of
the close of business on January 22, 2010 (the “Record Date”), may vote at the
Annual Meeting and at any and all adjournments or postponements of the meeting.
On the Record Date, 9,015,852 shares of the Company’s common stock, $.01 par
value (“Common Stock”) were issued and outstanding.
What Constitutes a Quorum
The presence, in person or by
proxy, of the holders of a majority of the voting power of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes are included in the number
of shares present at the meeting for purposes of determining a quorum. A broker
“non-vote” occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power for that particular item and has not received instructions from the
beneficial owner.
How to Attend the
Meeting
If you are a shareholder of
record, which means you hold your shares in your name, you may attend the
meeting. If you own shares in the name of a bank, broker or other holder of
record (“street name”), you will need to ask your broker or bank for a copy of
the proxy they received from us. You will need to bring the proxy with you to
the Annual Meeting.
How to
Vote
If you are a shareholder of
record, you may vote by mail or in person. To vote by mail, sign, date and
return your proxy card in the enclosed postage-paid envelope. All valid proxies
received before the Annual Meeting, and not properly revoked, will be exercised.
If you sign and return your proxy card, but do not give voting instructions and
authority to vote is not specifically withheld, the shares represented by that
proxy will be voted as recommended by our Board of Directors. If you have
specified a choice with respect to any matter to be acted upon, the shares will
be voted in accordance with the specifications so made. The accompanying form of
proxy solicited by the Board of Directors confers discretionary authority to
cumulate votes with respect to the election of directors. Unless you have
specified on the proxy card how you want your shares voted with respect to the
election of directors, the proxy agents intend to cumulatively vote all of the
shares covered by the proxies solicited by this proxy statement in favor of the
number of nominees named in this proxy statement as they may, in their
discretion, determine is required to elect the maximum number of nominees named
in this proxy statement.
All shareholders may vote in
person at the Annual Meeting (unless they are street name holders without a
legal proxy). If your shares are held in street name, you will receive
instructions from the holder of record that you must follow in order for your
shares to be validly voted.
We are not aware of any other
matters to be presented at the Annual Meeting, except those described in this
Proxy Statement. However, if any other matters not described in this Proxy
Statement are properly presented at the Annual Meeting, the proxies will use
their own judgment to determine how to vote your shares. If the Annual Meeting
is adjourned, your Common Stock may be voted by the proxies on the new meeting
date as well, unless you have revoked your proxy prior to that time.
What are the Voting Rights of
Holders of Common Stock
Except as set forth below
with respect to the ability to cumulate votes for directors, the holders of
Common Stock will be entitled to one vote per share of Common Stock.
What Vote is Required to
Approve Each Item
If a quorum is present, the
six nominees who receive a plurality of the votes cast at the Annual Meeting
will be elected. Broker non-votes and votes that are withheld will have no
effect on the results of the vote for the election of directors. If a quorum is
present, a majority of votes cast by holders of Common Stock represented and
entitled to vote at the Annual Meeting will constitute a ratification of the
appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered
public accountants and a majority of votes cast by holders of Common Stock
represented and entitled to vote at the Annual Meeting will be required to
approve the amendments to the Company’s plans as set forth in Proposal No. 3 and
Proposal No. 4 below.
Changing Your
Vote
You may revoke your proxy at any
time before it is exercised in one of three ways:
- By delivering to our offices, to the
attention of our Corporate Secretary prior to the vote at
the Annual Meeting, a written instrument of
revocation bearing a date later than that of the proxy.
- By duly executing and delivering to our
offices, to the attention of our Corporate Secretary prior to the vote at the
Annual Meeting, a proxy for the same shares bearing a later date.
- By voting by ballot at the Annual Meeting, provided that the shareholder notifies our Corporate Secretary at the Annual Meeting of his or her intention to vote in person at any time prior to the voting of the proxy.
How Votes are
Counted
Inspectors of election will be appointed for the Annual Meeting. The
inspectors of election will determine whether or not a quorum is present and
will tabulate votes cast by proxy or in person at the Annual Meeting. If you
have returned valid proxy instructions or attend the Annual Meeting in person,
your Common Stock will be counted for the purpose of determining whether there
is a quorum. Abstentions and broker non-votes will be included in the
determination of the number of shares represented for a quorum. Generally,
broker non-votes occur when a beneficial owner does not provide instructions to
their broker with respect to a matter on which the broker is not permitted to
vote without instructions from the beneficial owner. In tabulating the voting
result for any particular proposal, shares that constitute broker non-votes are
not considered entitled to vote or votes cast on that proposal. Accordingly,
broker non-votes will not affect the outcome of any matter being voted on at the
meeting, assuming that a quorum is obtained.
2
Costs of this Proxy
Solicitation
We will pay the costs of
preparing and mailing the Notice and Proxy Statement, including the charges and
expenses of brokerage firms, banks and others who forward solicitation material
to beneficial owners of the Common Stock. We will solicit proxies by mail.
Officers and directors of the Company may also solicit proxies personally, or by
telephone or facsimile, without additional compensation. We have not retained
any outside party to assist in the solicitation of proxies; however, we
have retained Computershare Trust Company, N.A. and Broadridge Financial
Solutions, Inc. to provide certain administrative services in connection with
the proposals in this Proxy Statement, including coordinating the distribution
of proxy materials to beneficial owners of Common Stock, contacting stockholders
to ensure they have received this Proxy Statement and overseeing the return of
proxy cards.
Annual
Report
The Company’s Annual Report
to Shareholders for the fiscal year ended September 30, 2009 (the “Annual
Report”) has been mailed concurrently with the mailing of the Notice of Annual
Meeting and Proxy Statement to all shareholders entitled to notice of, and to
vote at, the Annual Meeting. The Annual Report is not incorporated into this
Proxy Statement, and is not considered proxy-soliciting material.
The information contained in
the “Report of Compensation and Option Committee” and “Audit Committee Report”
shall not be deemed “filed” with the Securities and Exchange Commission or
subject to Regulations 14A or 14C or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
3
PROPOSAL NO. 1 --- ELECTION
OF DIRECTORS
Number of Directors to be
Elected
Our Board of Directors
currently consists of six members. Each director elected will hold office for
one year or until his successor is elected and qualified. If any director
resigns, or otherwise is unable to complete his term in office, our Board may
elect another director for the remainder of the resigning director’s term.
Vote
Required
The six nominees receiving
the highest number of votes cast at the Annual Meeting will be elected. There is
cumulative voting in the election of directors. This means that each holder of
Common Stock present at the Annual Meeting, either in person or by proxy, will
have an aggregate number of votes in the election of directors equal to six (the
number of persons nominated for election as directors) multiplied by the number
of shares of Common Stock held by such shareholder on the Record Date. The
resulting aggregate number of votes may be cast by the shareholder for the
election of any single nominee, or the shareholder may distribute such votes
among any number or all of the nominees. In order to exercise cumulative voting,
the voting shareholder must complete the proxy card and indicate cumulative
voting in accordance with the instructions included on the proxy
card.
Nominees of the
Board
Our Board of Directors is
responsible for supervision of the overall affairs of the Company. Our Board has
nominated the following individuals to serve on our Board of Directors for the
following year:
| Michael Garnreiter | |
| Alfred W. Giese | |
| Egbert Jan Geert Goudena | |
| Jeong Mo Hwang | |
| Robert F. King | |
| Jong S. Whang |
Each of these nominees
currently serves on our Board of Directors, and has agreed to be named in this
Proxy Statement and to serve if elected. See below for information regarding
each of the nominees.
There are no
family relationships among any of the Company’s directors or executive officers.
Our Board of Directors
recommends a vote FOR the election of the six
nominees under Proposal No. 1. Our Board of Directors intends to vote its
proxies for the election of the nominees, for a term to expire at the next
Annual Meeting. In that regard, our Board of Directors solicits authority to
cumulate such votes.
If any nominee should become
unavailable for any reason, which our Board of Directors does not anticipate,
the proxy will be voted “for” any substitute nominee, or nominees, who may be
selected by our Board of Directors prior to, or at, the Annual Meeting, or, if
no substitute is selected by the Board prior to or at the Annual Meeting, for a
motion to reduce the present membership of the Board to the number of nominees
available. The information concerning the nominees and their share holdings in
the Company has been furnished by them to the Company.
4
Information Concerning
Directors and Executive Officers
The following table sets
forth information regarding the executive officers and directors of Amtech. The
subsequent paragraphs contain biographical data for each executive officer and
director.
| Name | Age | Position with the Company | ||
| Jong S. Whang | 64 | President, Chief Executive Officer and Director | ||
| Bradley C. Anderson | 48 | Vice President – Finance, Chief Financial Officer, | ||
| Treasurer and Secretary | ||||
| Robert T. Hass | 59 | Chief Accounting Officer | ||
| Michael Garnreiter | 57 | Director | ||
| Alfred W. Giese | 71 | Director | ||
| Egbert Jan Geert Goudena | 60 | Director | ||
| Jeong Mo Hwang | 56 | Director | ||
| Robert F. King | 76 | Director |
Jong S.
Whang has
been our President, Chief Executive Officer and a Director since our inception
in 1981, and was one of our founders. Mr. Whang’s responsibilities include the
sales and marketing effort for our solar and semiconductor equipment business
and the development of new products and business opportunities in that industry.
He has 35 years of experience in the semiconductor industry, including time
spent in both processing and manufacturing of equipment components and systems.
From 1973 until 1979, he was employed by Siltronics, Inc., initially as a
technician working with chemical vapor deposition, and later as manager of the
quartz fabrication plant with responsibility of providing technical marketing
support. From 1979 until 1981, he was employed by U.S. Quartz, Inc. as
manufacturing manager. In 1981, he left U.S. Quartz to form
Amtech.
Bradley C.
Anderson
joined us as Vice President-Finance, Chief Financial Officer, Treasurer and
Secretary in April 2006. Prior to that, Mr. Anderson spent several years in a
consulting role implementing the internal control requirements of the
Sarbanes-Oxley Act for a broad range of publicly held companies. From 1996 to
2002, Mr. Anderson served as Vice President-Finance and then as Chief Financial
Officer of Zila, Inc., an international provider of healthcare technology and
products. Mr. Anderson began his career with Deloitte (formerly Deloitte &
Touche) where he worked for over 11 years. He graduated from Brigham Young
University with a Bachelor of Science in Accounting. Mr. Anderson is a Certified
Public Accountant.
Robert T.
Hass has
been our Chief Accounting Officer and Assistant Secretary since April 2006.
Prior to that, he served as our Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary from June 1992 to April 2006, and as Director
from February 1996 to March 2006. From 1991 until May, 1992, he operated a
financial consulting practice. From 1985 to 1991, Mr. Hass was Director of
Accounting Services and then Controller for Lifeshares Group, Inc., and from
1988 to 1991 was Controller and Chief Accounting Officer of some of Lifeshares’
subsidiaries. From 1984 to 1985, he was Vice President - Finance and Treasurer
of The Victorio Company. From 1977 to 1984, he served in various capacities
including Vice President, Chief Financial Officer and Treasurer of Altamil
Corporation, then a public diversified manufacturing company. From 1972 to 1977,
he was an auditor with Ernst & Ernst, now known as Ernst & Young. He has
a Bachelor of Science degree in Accounting from Indiana University. Mr. Hass is
a Certified Public Accountant.
Michael
Garnreiter has been a Director since February 19, 2007. He is currently a managing
member of Rising Sun Restaurant Group LLC and is president of New Era
Restaurants, LLC. Both organizations are privately held restaurant operating
companies. Mr. Garnreiter serves on the boards of directors of Taser
International, a manufacturer of non-lethal protection devices, Knight
Transportation Company, a nationwide truckload transportation company, and IA
Global, Inc., an Asian business processes outsourcing company. From 2002 to
2006, Mr. Garnreiter was CFO of Main Street Restaurant Group, a publicly traded
restaurant operating company, and from 1976 to 2002, he was a senior audit
partner of Arthur Andersen LLP. He graduated from California State University
Long Beach with a Bachelor of Science in Accounting and Business Administration.
Mr. Garnreiter is a Certified Public Accountant.
5
Alfred W.
Giese has
been a Director since April 13, 2007. Since 2001, Mr. Giese has been the Senior
Partner of IBC, International Business Consultants where, between 2001 and 2006,
he focused on sales and marketing for Aviza Technology Corporation, a
semiconductor equipment manufacturer. He also assembled and managed a sales and
marketing team for Epion Corporation, a high-technology equipment company which
was acquired by TEL (Tokyo Electron Ltd.). From 1998 to 2001, he was the Vice
President, Sales for Silicon Valley Group, or SVG, with responsibility for both
Asia and Europe. From 1988 to 1998, Mr. Giese held positions of Vice President
of Sales with Thermco Systems, Corp. and SVG, both semiconductor equipment
companies. Prior to 1988, he held various sales positions for Thermco. For
several years during that time, he served on the Board of Directors of Thermco’s
joint venture company in Japan. Mr. Giese has a degree in International Business
from the Industriehochschule in Essen, Germany.
Egbert Jan Geert
Goudena
has been a director since December 21, 2009. Since 1987, Mr. Goudena has been
the operations manager of the research labs of the Delft Institute of
Microsystems and Nanoelectronics (DIMES) of the Delft University of Technology
in The Netherlands. His responsibilities include managing the logistics and
infrastructure of the research labs including prototyping and small-scale
production. DIMES was established in
1987 and is a strong international center of excellence providing experimental
research in many technology areas, including solar cells. In 2008, Mr. Goudena
co-founded ISZGRO Diodes, a company that was formed to deliver logistics
services to technology companies and to produce extreme ultraviolet (EUV)
detectors. Mr. Goudena received a Bachelor of Engineering degree in Chemical
Technology from the H.T.S. Wegastraat in The Hague.
Jeong Mo Hwang, Ph.D.
has been
a director since June 25, 2009. Since November 2009,
Dr. Hwang has been Director of Process Engineering in charge of magnetic memory
process technology development for Magsil Corp. He received a Ph.D. in
electrical engineering from Arizona State University where his graduate research
related to modeling high-level light illumination effects on solar cell
efficiency. He has over 20 years of solar and semiconductor technology
experience. From 2008 to February of 2009, Dr. Hwang was a senior manager in
charge of periphery device development for Spansion Inc. He was Director of
Process Engineering for Simtek Corp. from 2005 to 2008, managing the development
of non-volatile SRAM products. From 2000 to 2004, he was VP of Research and
Development for Dongbu-Anam Semiconductor Inc. and led the development teams for
standard CMOS logic processes as well as other specialty technologies. Prior to
2000, Dr. Hwang held engineering, and technology leadership positions with
leading semiconductor companies, LG Semicon Co., Texas Instruments and
Westinghouse. Dr. Hwang also has a Masters of Science degree in Electrical
Engineering from Korea Advanced Institute of Science and Technology and a
Bachelors degree in Electronics Engineering from Pusan National University in
Korea.
Robert F.
King has
been a Director since May 2003. Since 1989, Mr. King has been President of King
Associates, which provides consulting services to equipment companies serving
the solar, semiconductor and flat panel display industries. From 1968 to 1988,
Mr. King was employed at Varian Associates, where he served in various marketing
positions, including Vice President of Marketing for the Semiconductor Equipment
Division. Mr. King also served on the Board of Directors of Varian’s joint
venture semiconductor equipment companies located in Korea and Japan.
Information About Board and
Committee Meetings
Information concerning our
Board of Directors and the four committees maintained by our Board is set forth
below. A majority of the Board of Directors, as well as the Company’s Board
committees, consist of Directors who are not employees of the Company and who
are “independent” within the meaning of the listing standards of the NASDAQ
Stock Market. Currently, the Company’s independent directors include Michael
Garnreiter, Alfred W. Giese, Egbert Jan Geert Goudena, Jeong Mo Hwang and Robert
F. King. Brian L. Hoekstra, who served as a director of the Company during
fiscal year 2009, was also an independent director. Mr. Hoekstra also served on
the Audit Committee, Compensation and Stock Option Committee and Technology
Strategy Committee during fiscal year 2009.
6
Our Board of Directors held
six (6) meetings during fiscal year 2009. No director attended less than 75% of
all Board meetings while he served as such director, or less than 75% of all
committee meetings on which he served as a committee member. Our Board has the
authority under the Company’s Bylaws to increase or decrease the size of our
Board and to fill vacancies, and the directors chosen to fill such vacancies
will hold office until the Company’s next annual meeting or until their
successors are elected and qualified. The Company does not have a formal policy
with respect to members of the Board of Directors attending the annual meeting.
Four of the then five members of the Company’s Board of Directors attended the
annual meeting for fiscal year 2008.
The Audit Committee, the
Compensation and Option Committee, the Nominating and Governance Committee and
the Technology Strategy Committee are the standing committees of our Board of
Directors. These committees are comprised as follows:
|
Audit
–
Michael Garnreiter (Chairman), Alfred W. Giese and Robert F.
King
|
|
|
Compensation and Stock
Option – Alfred W. Giese (Chairman), Jeong Mo Hwang and Robert F.
King
|
|
|
Nominating and
Governance – Michael Garnreiter (Chairman), Egbert Jan Geert Goudena and Jeong
Mo Hwang
|
|
|
Technology Strategy
-
Robert F. King (Chairman), Alfred W. Giese, Egbert Jan Geert Goudena,
Jeong Mo Hwang and Jong S.
Whang
|
The Audit Committee held four
(4) meetings during fiscal year 2009. The Audit Committee is responsible for
maintaining communication between the Board of Directors, the independent
auditors and members of financial management with respect to the Company’s
financial affairs in general, including financial statements and audits, the
adequacy and effectiveness of the internal accounting controls and systems and
the retention and termination of the independent auditors. The Audit Committee
also develops and recommends corporate governance guidelines to the Board and
provides oversight with respect to corporate governance and ethical conduct. The
Audit Committee has a written charter, a copy of which is available on the
Company’s website at www.amtechsystems.com.
The Audit
Committee is composed of outside directors who are not officers or employees of
the Company or its subsidiaries. In the opinion of our Board, and as
“independent” is defined under the listing rules of the NASDAQ Stock Market,
these directors are independent of management and free of any relationship that
would interfere with their exercise of independent judgment as members of this
committee. Additionally, each member of the Audit Committee is financially
literate, and one of the Audit Committee members, Michael Garnreiter, has
financial management expertise as required by NASDAQ’s rules and meets the SEC’s
definition of an “audit committee financial expert.”
The Compensation and Stock Option
Committee held three (3) meetings during fiscal year 2009. The Compensation and
Option Committee makes recommendations concerning officer compensation, employee
benefit programs and retirement plans. The Compensation and Stock Option
Committee has a written charter, a copy of which is available on the Company’s
website at www.amtechsystems.com.
The Nominating and Governance
Committee held three (3) meetings during fiscal year 2009. The Nominating and
Governance Committee identifies and approves individuals qualified to serve as
members of our Board and also evaluates the Board’s performance. In evaluating a
prospective nominee, the Nominating and Governance Committee takes several
factors into consideration, including such individual’s integrity, business
skills, experience and judgment. The Nominating and Governance Committee also
reviews whether a prospective nominee will meet the Company’s independence
standards and any other director or committee membership requirements imposed by
law, regulation or stock exchange rules. The Nominating and Governance Committee
approved the nomination of the candidates reflected in Proposal 1. The
Nominating and Governance Committee will consider, but is not required to
approve, director nominations made by shareholders for any annual meeting of the
Company, provided a written recommendation is received by the Company no later
than the date shareholder proposals must be submitted for consideration prior to
such annual meeting. The Nominating and Governance Committee is comprised of
independent members of the Board. The Nominating and Governance Committee has a
written charter, a copy of which is available on the Company’s website at
www.amtechsystems.com.
7
The Technology Strategy
Committee was established in June of 2009 and held one (1) meeting during fiscal
year 2009. The Technology Strategy Committee assists the Board of Directors in
understanding and evaluating the Company’s technology strategy.
DIRECTOR COMPENSATION
| Fees Earned or | Option Awards | All other | ||||||||
| Name | Paid in Cash ($) | ($)(1) | Comp. ($) | Total ($) | ||||||
| Jong S. Whang (2) | - | - | - | - | ||||||
| Michael Garnreiter | 47,225 | 18,761 | 0 | 65,986 | ||||||
| Alfred W. Giese | 60,950 | 20,305 | 28,900 | (3) | 110,155 | |||||
| Brian L. Hoekstra | 30,600 | 18,761 | 0 | 49,361 | ||||||
| Jeong Mo Hwang | 18,100 | 1,432 | 0 | 19,532 | ||||||
| Robert F. King | 65,200 | 22,348 | 7,900 | (3) | 95,448 | |||||
____________________
| (1) |
Amounts represent the
share-based compensation expense recognized for financial statement
reporting purposes for fiscal year 2009. The grant date fair values of
options awarded to our directors during fiscal year 2009 are as follows:
Mr. Garnreiter - $9,509; Mr. Giese - $9,509; Mr. Hoekstra - $9,509; Dr.
Hwang - $17,860; Mr. King - $9,509.
|
||
| (2) |
Directors who are
full-time employees of our company receive no additional compensation for
serving as directors.
|
||
| (3) |
Amount represents
fiscal 2009 consulting fees for sales and marketing services which were
discontinued prior to September 30, 2009. During fiscal 2010, directors
will not earn consulting fees or other compensation outside of the fees
paid to directors for service on the Board of Directors and committees
thereof.
|
||
Directors who are full-time
employees of our company receive no additional compensation for serving as
directors. Non-employee directors receive an annual retainer of $16,000, fees of
$2,000 per board meeting attended in person, $750 per board meeting attended
telephonically, $1,250 per Audit Committee meeting attended in person, $750 per
Audit Committee meeting attended telephonically, $750 per Compensation and Stock
Option Committee or Nominating and Governance Committee or Technology Strategy
Committee meeting attended in person, and $500 per Compensation and Stock Option
Committee or Nominating and Governance Committee or Technology Strategy
Committee meeting attended telephonically. Effective April 1, 2009, all Board of
Directors meeting fees were reduced by 10% from their then current levels. In
addition to meeting fees, members of the Technology Strategy Committee receive
compensation for time spent on work assigned by the committee. The rate of
compensation for the work assignments is $100 per hour. In addition, under our
Non-Employee Directors Stock Option Plan, each non-employee director currently
receives a grant of options to purchase 6,000 shares of common stock, or such
other number of shares as may be determined by the board, when first elected or
appointed to the board, and 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 our annual meeting of shareholders or at such other time as may be determined
by the board. The exercise price of the options is set at the fair market value
of common stock on the date of grant. 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 an
outside director, all options 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. Furthermore, the
director serving as the Chairman of the Audit Committee receives an annual
retainer of $15,000. The director serving as the Chairman of the Technology
Strategy Committee receives an annual retainer of $6,000. The director serving
as the Chairman of the Compensation and Stock Option Committee as well as the
director serving as the Chairman of the Nominating and Governance Committee
receives an annual retainer of $3,000.
8
Compensation Committee
Interlocks and Insider Participation
The Compensation and Stock
Option Committee is presently comprised of Messrs. Alfred W. Giese, Jeong Mo
Hwang and Robert F. King who are not officers or employees of the Company. No
interlocking relationship exists, or in the past fiscal year has existed,
between any member of the Compensation and Stock Option Committee and any member
of any other company’s board of directors or compensation
committee.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND
ANALYSIS
This section discusses the
principles underlying our executive compensation policies and decisions. It
provides qualitative information regarding the manner in which compensation is
earned by our executive officers and directors. The following discussion and
analysis of compensation arrangements should be read together with the
compensation tables and related disclosures set forth below. This discussion
contains forward-looking statements that are based on our current plans,
considerations, expectations and determinations regarding future compensation
programs. Actual compensation programs that we adopt may differ materially from
currently planned programs as summarized in this discussion. In addition, we
address the compensation paid or awarded during fiscal year 2009 to our chief
executive officer (principal executive officer), chief financial officer
(principal financial officer), and our only other executive officer serving
during fiscal year 2009. Such persons are referred to herein as our “named
executive officers”.
We believe that the
compensation of our executive officers should facilitate the achievement of
short-term corporate goals as well as the performance of long-term business
objectives. It is the responsibility of the compensation committee of our board
of directors to administer our compensation practices to ensure that they are
competitive and include incentives which are designed to appropriately drive
corporate performance. Our Compensation and Stock Option Committee, or
Compensation Committee, reviews and approves all of our compensation policies,
including executive officer salaries, bonuses and equity incentive compensation.
Objectives of Our Executive
Compensation Programs
Our compensation programs for
our named executive officers are designed to achieve the following
objectives:
- attract and retain talented and experienced
executives in our industry;
- motivate and reward executives whose
knowledge, skills and performance are critical to our success;
- align the interests of our executives and
shareholders by rewarding executives when shareholder value increases;
and
- motivate our executives to manage our business to meet our short-term and long-term corporate goals and business objectives, and reward them for meeting these objectives.
We use a mix of short-term
compensation in the form of base salaries and cash incentive bonuses and
long-term compensation in the form of equity incentive compensation to provide a
total compensation structure that is designed to encourage our executives to
achieve these objectives.
9
Determining Executive
Compensation
Our Compensation Committee establishes our
general compensation policies and specific compensation for each of our
executive officers, and administers our stock option program. Our Compensation
Committee is responsible for developing, administering and interpreting the
compensation program for executive officers and other key employees. Our
Compensation Committee was appointed by our board of directors, and consists
entirely of independent, outside directors who are “non-employee directors” for
purposes of Rule 16b-3 under the Exchange Act.
Our Compensation Committee may delegate some
or all of its responsibilities to one or more subcommittees whenever necessary
to comply with any statutory or regulatory requirements or otherwise deemed
appropriate by our Compensation Committee. Our Compensation Committee has the
authority to retain consultants and other advisors to assist with its duties and
has sole authority to approve the fees and other retention terms of such
consultants and advisors.
Our Compensation Committee’s objective is to
make the compensation packages of our executive officers sufficient to attract
and retain persons of exceptional quality and to provide effective incentives to
motivate and reward our executives for achieving our financial and strategic
goals, which are essential to our long-term success and growth in shareholder
value.
Elements of Our Executive Compensation
Programs
Our executive compensation package for the
fiscal year ended September 30, 2009 consisted of three main components: base
salary, incentive cash bonuses and equity incentives. We believe it is important
that the interests of our executives are aligned with those of our shareholders;
therefore, equity incentive compensation, in the form of stock options and
restricted stock grants, constitutes a significant portion of our total
executive compensation.
Within the context of the overall objectives
of our compensation programs, we determined the specific amounts of compensation
to be paid to each of our executives in fiscal year 2009 based on a number of
factors including:
- the roles and responsibilities of
our executives;
- the individual experience and
skills of our executives;
- the amounts of compensation being
paid to our other executives;
- our executives’ historical
compensation at our company;
- the overall benefits package
provided to our executives; and
- our understanding of the amount of
compensation generally paid by similarly situated companies to
their executives with similar roles and
responsibilities.
10
Annual Cash Compensation
Base Compensation
Our Compensation Committee’s approach is to
offer executives salaries competitive with those of other executives in the
industry in which we operate. To that end, our Compensation Committee evaluates
the competitiveness of base salaries annually based on information drawn from a
variety of sources, including published and proprietary survey data and our own
experience recruiting and retaining executives, although complete information is
not easily obtainable. Our base salary levels are intended to be consistent with
competitive practice and level of responsibility, with salary increases
reflecting competitive trends, our overall financial performance and the
performance of the individual executive. Salaries are adjusted to reflect
individual roles and performance and may be increased at other times if a change
in the scope of the officer’s responsibilities justifies such consideration or
in order to maintain salary equity among executive officers. We believe that a
competitive base salary is a necessary element of any compensation program
designed to attract and retain talented and experienced executives. We also
believe that attractive base salaries can serve as an effective reward for the
executives’ overall performance.
During fiscal 2009, our Compensation Committee
reviewed the base pay for our executive officers as reported in the American
Electronics Association Salary Survey (AeA Survey) using parameters that best
fit our company (for example, revenues, public companies, similarities in
numbers of employees, and geographic region). Information on what specific
companies comprised the AeA Survey was not available. Our Compensation Committee
also reviewed the base pay for similar positions with two other comparable
companies, BTU International, Inc. and Spire Corporation. Finally, our
Compensation Committee took into consideration the expanded roles of our chief
executive officer and chief financial officer as quasi chief marketing officer
and chief operating officer, respectively. Based on that analysis, the base
salary for our chief executive officer increased by approximately 27%, the base
salary for our chief financial officer increased by approximately 24%, and the
base salary for our chief accounting officer increased by approximately
7%.
During fiscal 2009 the executive officers
volunteered to reduce their base salaries by 10% which was agreed to by our
Compensation Committee. Effective April 1, 2009, base salaries for our chief
executive officer, our chief financial officer and our chief accounting officer
decreased 10% from their then current levels.
Cash bonuses
In addition to base salary, our executives are
eligible to receive annual cash incentive bonuses comprised of (i) discretionary
cash bonuses determined by the Compensation and Stock Option Committee and (ii)
bonuses earned under the Company’s non-equity incentive bonus plan.
The primary objectives of our discretionary
bonuses and incentive bonus plan are to provide an incentive for superior work,
to motivate our executives toward even higher achievement and business results,
to tie our executives’ goals and interests to ours and our shareholders’ and to
enable us to attract and retain highly qualified individuals. After the close of
each fiscal year, our Compensation Committee reviews our actual financial
performance against the incentive bonus plan performance criteria for each
executive in determining year-end incentive bonuses, if any. In addition, our
Compensation Committee may recommend discretionary bonuses for particular
contribution to the goals of the company or where incentive bonuses do not
adequately reflect the executive’s contributions during the year due to
circumstances beyond the executive’s control.
11
Under our non-equity incentive bonus plan,
participants can earn a target bonus equal to a specified percentage of their
base salary by achieving 100% of pre-defined performance objectives. The
participant’s bonus calculation is based upon achieving performance objectives
established in each of the following categories: (i) bookings; (ii) revenue;
(iii) gross margin; and (iv) operating profit. Objectives established for
participants in these categories may be either at the corporate level, the
operating division level or both. In addition, individual performance objectives
may be established for certain participants. In order to be eligible for a bonus
with respect to any of the above performance categories, the participant must
achieve not less than 80% (90% in the case of gross margin) of the applicable
performance objective. At these minimum levels, 20% of the bonus for the
category is eligible for payment. The bonus calculation percentage with respect
to any performance category increases by 4% (8% with respect to gross margin)
for each 1% improvement in performance over the minimum level up to 100%, and by
1% (10% with respect to gross margin) for each 1% improvement in performance
over 100%, up to a maximum of 150% (200% with respect to gross margin) of the
participant’s target bonus.
Mr. Whang’s target bonus for fiscal 2009 was
60% of his base salary, or $210,000; Mr. Anderson’s target bonus was 50% of base
salary, or $122,500; Mr. Hass’ target bonus was 25% of base salary, or $37,000.
The bonus of the three executive officers was calculated solely upon the basis
of performance objectives at the corporate level. If fiscal 2009 performance was
equivalent to 80% (90% with respect to gross margin) of performance objectives
in all corporate performance categories, Mr. Whang’s bonus calculation would be
$42,000, Mr. Anderson’s bonus calculation would be $24,500, and Mr. Hass’ bonus
calculation would be $7,400. If fiscal 2009 performance was 150% (110% with
respect to gross margin) of performance objectives in all corporate performance
categories, Mr. Whang’s bonus calculation would be $315,000, Mr. Anderson’s
bonus calculation would be $183,750, and Mr. Hass’ bonus calculation would be
$55,500.
Notwithstanding the calculation of any bonus
amount under the fiscal 2009 bonus plan, (i) no bonuses would have been payable
based on achievement of corporate level objectives if consolidated operating
profit was less than 3%; (ii) no bonuses would have been payable based on
achievement of divisional level objectives if division operating profit (before
corporate expense allocation) was less than 5%; and (iii) all bonus payments
were subject to the discretionary approval of our Compensation
Committee.
For fiscal 2009, there were no bonuses awarded
pursuant to the non-equity incentive bonus plan. However, our Compensation
Committee awarded a discretionary bonus to Mr. Whang in the amount of $95,000,
to Mr. Anderson in the amount of $50,000, and to Mr. Hass in the amount $12,000.
Our Compensation Committee awarded Mr. Whang a discretionary bonus primarily due
to (1) guiding the company through a difficult year and achieving positive
earnings before interest, taxes, depreciation, amortization, impairment and
restructuring charges; (2) continued execution of our solar strategy by
introducing to the market another solar product; and (3) managing a 28%
reduction in headcount during the fiscal year. Our Compensation Committee
awarded Mr. Anderson a discretionary bonus primarily due to (1) achieving
positive earnings before interest, taxes, depreciation, amortization, impairment
and restructuring charges;(2) managing a 28% reduction in headcount during the
fiscal year; (3) accelerating the quarterly and annual close process; and (4)
achieving a successful second year of Sarbanes-Oxley 404 compliance with lower
costs and no significant deficiencies noted. Our Compensation Committee awarded
Mr. Hass a discretionary bonus primarily due to (1) achieving a successful
second year of Sarbanes-Oxley 404 compliance with lower costs and with no
significant deficiencies noted; and (2) accelerating a sizable tax refund during
fiscal 2009.
12
Equity incentive
compensation
From time to time, we grant stock options and
shares of restricted stock in order to provide certain of our executives with a
competitive total compensation package, and to reward them for their
contribution to the long-term price performance of the common stock. These
equity incentive awards are in the form of stock options and restricted stock
grants to align the interests of our executives with our shareholders by
providing our executives with strong incentives to increase shareholder value.
Our board of directors does not apply a rigid formula in allocating stock
options or restricted stock to our executives as a group or to any particular
executive. Instead, our board of directors exercises its judgment and discretion
and considers, among other things, the executive’s past performance and
contributions, and the executive’s anticipated future contributions and
responsibilities, competitive factors, the amount of stock-based equity
compensation already held by the executive, the non-equity compensation received
by the executive and the total number of options and shares of restricted stock
to be granted to all participants during the year.
Our Compensation Committee has discretion to
determine the vesting schedule of the stock options and restricted period of the
restricted stock granted under our 1998 Stock Option Plan and our 2007 Employee
Stock Incentive Plan. The vesting period and restricted period provide added
incentive for the executive to continue his or her employment with
us.
In fiscal 2009, we granted options to purchase
a total of 219,000 shares of common stock, of which options to purchase a total
of 99,000 shares were granted to our named executive officers, representing 45%
of all options granted in fiscal 2009. In fiscal 2009, we granted 100,000 shares
of restricted stock, of which 68,000 shares of restricted stock were granted to
our named executive officers. The number of stock options and shares of
restricted stock granted to each executive is set forth in the “Grants of
Plan-Based Awards” table below. The dollar amount recognized as expense with
respect to such grants, as determined for financial statement reporting
purposes, for each individual named executive officer is set forth in the column
“Option Awards” and “Stock Awards” in the “Summary Compensation Table.” The
exercise price of each stock option granted under our plan is based on the fair
market value of our common stock on the grant date.
Benefits
All of our executive officers are eligible for
benefits offered to employees generally, including life, health, disability and
dental insurance and our 401(k) plan. Consistent with our compensation
philosophy is our intent to maintain our current benefits for our executive
officers. Our Compensation Committee, in its discretion, may revise the
executive officers’ benefits if it deems it advisable.
Severance and change in control
arrangements
Our chief executive officer has an employment
agreement that provides various benefits triggered by such employment-related
actions as termination without cause, resignation with good reason and/or
termination without cause following a change in control. See “Employment
Agreement with Chief Executive Officer” below for a description of such
provisions. Additionally, our chief financial officer and chief accounting
officer have agreements that provide for severance payments and change of
control payments. See “Change of Control Agreement with Chief Financial Officer”
and “Severance and Change of Control Agreements with Chief Accounting Officer”
below for a description of such provisions. Each of the employment agreements
and change in control agreements has been amended to ensure compliance with
Section 409A of the Internal Revenue Code.
13
In setting the terms of and determining
whether to approve these severance and change in control arrangements, our
Compensation Committee or board of directors, as applicable, recognized that
executives often face challenges securing new employment following a termination
of their existing employment and that distractions created by uncertain job
security may have a detrimental impact on their performance. None of these
benefits are triggered by a change in control unless our named executive
officer’s employment is terminated without cause following such change in
control.
Effect of accounting treatment on compensation
decisions
In the review and establishment of our
compensation programs, we consider the anticipated accounting and tax
implications to us and our executives. For example, we may utilize restricted
stock as forms of equity compensation incentives in response to changes in the
accounting treatment of equity awards. While we consider the applicable
accounting and tax treatment, these factors alone are not determinative, and we
also consider the cash and non-cash impact of the programs and whether a program
is consistent with our overall compensation philosophy and
objectives.
REPORT OF COMPENSATION AND OPTION
COMMITTEE
The Compensation and Option Committee, which
is composed entirely of independent, outside directors, establishes the general
compensation policies of the Company, and specific compensation for each
executive officer of the Company, and administers the Company’s stock option
program.
The Compensation and Option Committee has
reviewed and discussed the Compensation Discussion and Analysis included above
with management and based on such review and discussions the Compensation and
Option Committee has recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
| RESPECTFULLY SUBMITTED, |
| Robert King, Chairman |
| Alfred W. Giese |
14
SUMMARY COMPENSATION TABLE
The following table sets forth information
regarding compensation for services rendered to Amtech during the fiscal years
ended September 30, 2009, 2008 and 2007 by our named executive officers who
received annual compensation exceeding $100,000 during such period.
SUMMARY COMPENSATION TABLE
| Non-Equity | ||||||||||||||||
| Stock | Option | Incentive Plan | All Other | |||||||||||||
| Bonus | Awards | Awards | Compensation | Compensation | ||||||||||||
| Name and Principal Position | Year | Salary ($) | ($) (1) | ($) (2) | ($) (2) | ($) (3) | ($) | Total ($) | ||||||||
| Jong S. Whang, | 2009 | 315,539 | 95,000 | 72,304 | 124,948 | - | 23,502 | (5) | 631,293 | |||||||
| Chief Executive Officer and Director (4) | 2008 | 272,788 | - | 27,346 | 79,229 | 200,000 | 20,404 | (6) | 599,767 | |||||||
| 2007 | 240,385 | - | - | 28,114 | 115,248 | 12,514 | (7) | 396,261 | ||||||||
| Bradley C. Anderson, | 2009 | 222,210 | 50,000 | 25,336 | 94,861 | - | 10,773 | (8) | 403,180 | |||||||
| Chief Financial Officer | 2008 | 196,408 | - | 13,673 | 69,443 | 107,307 | 10,427 | (8) | 397,258 | |||||||
| 2007 | 176,154 | - | - | 38,053 | 69,149 | 9,846 | (8) | 293,202 | ||||||||
| Robert T. Hass, | 2009 | 138,689 | 12,000 | 11,206 | 20,392 | - | 7,027 | (8) | 189,315 | |||||||
| Chief Accounting Officer | 2008 | 135,946 | - | 4,102 | 13,211 | 37,395 | 7,754 | (8) | 198,408 | |||||||
| 2007 | 120,000 | - | - | 6,870 | 23,050 | 5,438 | (8) | 155,358 |
| (1) | Represents discretionary cash bonuses awarded on December 21, 2009, for fiscal year 2009. | |
| (2) | Amounts represent the share-based compensation expense recognized for financial statement reporting purposes. | |
| (3) | On December 6, 2007 and December 9, 2008, the board of directors awarded non-equity incentive plan compensation to executives for their fiscal 2007 and 2008 performance, respectively, in the amounts indicated. There was no non-equity incentive plan compensation awarded for fiscal 2009 performance. | |
| (4) | Directors who are full-time employees of our company receive no additional compensation for serving as directors. | |
| (5) | Amount represents car allowance of $12,046, payments in lieu of participating in benefit plans of $9,396 and $2,060 of life insurance premiums paid by our company for which Mr. Whang’s spouse is the beneficiary. | |
| (6) | Amount represents car allowance of $9,092, payments in lieu of participating in benefit plans of $9,252 and $2,060 of life insurance premiums paid by our company for which Mr. Whang’s spouse is the beneficiary. | |
| (7) | Amount represents payments in lieu of participating in benefit plans of $10,454 and $2,060 of life insurance premiums paid by our company for which Mr. Whang's spouse is the beneficiary. | |
| (8) | Amount primarily represents car allowance. | |
15
GRANTS OF PLAN-BASED AWARDS
The following table sets forth grants of
plan-based awards made to our named executive officers in fiscal 2009 and
related fair value compensation for fiscal 2009:
GRANTS OF PLAN-BASED
AWARDS
| All Other | All Other | |||||||||||||||||
| Stock | Option | |||||||||||||||||
| Awards: | Awards: | Grant Date | ||||||||||||||||
| Number of | Number of | Exercise or | Fair Value of | |||||||||||||||
| Date Grant | Estimated Future Payouts Under | Shares of | Securities | Base Price | Stock and | |||||||||||||
| Approved | Non-Equity Incentive Plan Awards | Stock or | Underlying | of Options | Option | |||||||||||||
| Grant Date | by Board | Threshold | Maximum | Units (#) | Options (#) | Awards | Awards ($) | |||||||||||
| Name | (1) | (1) | ($) | Target($) | ($) | (1) | (1) | ($/Sh) (2) | (3) | |||||||||
| Jong S. Whang | 12/9/2008 | 12/9/2008 | 42,000 | 210,000 | 315,000 | 50,000 | 60,000 | 3.80 | 327,418 | |||||||||
| Bradley C. Anderson | 12/9/2008 | 12/9/2008 | 24,500 | 122,500 | 183,750 | 10,000 | 30,000 | 3.80 | 106,709 | |||||||||
| Robert T. Hass | 12/9/2008 | 12/9/2008 | 7,400 | 37,000 | 55,500 | 8,000 | 9,000 | 3.80 | 51,013 | |||||||||
| (1) | The stock and option awards listed above vest in four (4) equal annual installments commencing with the first anniversary of the date of grant. | |
| (2) | The exercise price is equal to the closing price of the Company’s Common Stock on the date of the grant. | |
| (3) | See Stock-Based Compensation under Note 1 to the consolidated financial statements included in our Form 10-K filed November 24, 2009 for a discussion of the assumptions used to value equity based compensation. | |
16
EQUITY COMPENSATION PLAN
INFORMATION
The following table
sets forth information regarding grants of plan-based option awards held by our
named executive officers as of September 30, 2009:
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
| Option Awards | Stock Awards | |||||||||||
| Market | ||||||||||||
| Number of | Number of | Number of | Value of | |||||||||
| Securities | Securities | Shares or | Shares or | |||||||||
| Underlying | Underlying | Units of | Units of | |||||||||
| Unexercised | Unexercised | Options | Option | Stock That | Stock that | |||||||
| Options (#) | Options (#) | Exercise | Expiration | Have Not | have Not | |||||||
| Name | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | Vested ($) | ||||||
| Jong S. Whang | 135,000 | 6.53 | 3/15/2011 | |||||||||
| 15,000 | 15,000 | 6.90 | 12/8/2016 | |||||||||
| 7,500 | 22,500 | 14.79 | 12/6/2017 | |||||||||
| 60,000 | 3.80 | 12/9/2018 | ||||||||||
| 57,500 | 304,750 | |||||||||||
| Bradley C. Anderson | 6,000 | 4,000 | 8.51 | 4/24/2016 | ||||||||
| 5,000 | 5,000 | 6.90 | 12/8/2016 | |||||||||
| 10,000 | 10,000 | 7.30 | 2/19/2017 | |||||||||
| 3,750 | 11,250 | 14.79 | 12/6/2017 | |||||||||
| 30,000 | 3.80 | 12/9/2018 | ||||||||||
| 13,750 | 72,875 | |||||||||||
| Robert T. Hass | 20,000 | 5.88 | 3/16/2011 | |||||||||
| 2,500 | 2,500 | 6.90 | 12/8/2016 | |||||||||
| 1,250 | 3,750 | 14.79 | 12/6/2017 | |||||||||
| 9,000 | 3.80 | 12/9/2018 | ||||||||||
| 9,125 | 48,363 | |||||||||||
17
Option Exercises and Stock
Vested
The following table shows all stock options
exercised and the value realized upon exercise, and all stock awards vested and
the value realized upon vesting, by the named executive officers during fiscal
2009, which ended on September 30, 2009.
OPTION EXERCISES AND STOCK VESTED FOR FISCAL
2009
| Option Awards | Stock Awards | |||||||
| Number of | ||||||||
| Shares | Value | Number of | ||||||
| Acquired | Realized | Shares | Value | |||||
| on | on | Acquired | Realized on | |||||
| Exercise | Exercise | on Vesting | Vesting | |||||
| Name | (#) | ($)(1) | (#) | ($)(2) | ||||
| Jong S. Whang | - | - | 2,500 | 8,700 | ||||
| Bradley C. Anderson | - | - | 1,250 | 4,350 | ||||
| Robert T. Hass | - | - | 375 | 1,305 | ||||
| (1) | The value realized equals the difference between the option exercise price and the fair market value of Amtech common stock on the date of exercise, multiplied by the number of shares for which the option was exercised. | |
| (2) | The value realized equals the fair market value of Amtech common stock on the vesting date, multiplied by the number of shares that vested. | |
Pension Benefits
None of our named executive officers receive pension
benefits.
Nonqualified Deferred
Compensation
None of our named executive officers
receive nonqualified deferred compensation benefits.
EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Employment Agreement with Chief Executive
Officer
On April 13, 2007, we entered into an
employment agreement with Jong S. Whang, our chief executive officer. Below is a
summary of the terms and conditions of Mr. Whang’s employment
agreement.
18
Term
Mr. Whang’s employment agreement provides for
an employment period commencing on the date of the employment agreement and
continuing for an initial term of three years. Thereafter, the employment period
will continue for successive one-year terms unless either we or Mr. Whang
provides written notice of termination of the employment period at least 120
days prior to the end of any given term. If Mr. Whang remains in the full time
employ of our company beyond the employment period without any written
agreement, his employment agreement will be deemed to continue on a month to
month basis and either party will have the right to terminate the employment
agreement at the end of any ensuing calendar month with written notice of at
least 30 days.
Base Salary
Pursuant to his employment agreement, Mr.
Whang received an initial base salary of $250,000 per annum. Mr. Whang’s base
salary is reviewed on an annual basis by our Compensation Committee and can be
increased, but not decreased below $250,000, at the discretion of our
Compensation Committee. Mr. Whang’s current base salary is $350,000 per
annum.
Incentive Compensation
Mr. Whang is also entitled to an annual cash
bonus for each fiscal year that will be determined in accordance with an annual
bonus plan adopted by our Compensation Committee. The annual bonus plan may not
be any less favorable to Mr. Whang than the bonus plan for fiscal 2009 that was
adopted by our Compensation Committee on December 9, 2008. The terms of Mr.
Whang’s 2009 bonus plan are described below in more detail under the section
“Other Agreements and Compensatory Arrangements.”
Stock Options
Pursuant to Mr. Whang’s employment agreement,
any currently outstanding options held by Mr. Whang will remain in full force
and effect in accordance with our stock option plans and applicable stock option
agreements. Mr. Whang will also be issued an annual grant of stock options by
our Compensation Committee within 90 days after the end of each fiscal year
during his employment period. All of the options granted to Mr. Whang will be
incentive stock options within the meaning of the Internal Revenue Code of 1986,
or if they do not qualify as incentive stock options, they will be non-qualified
stock options. The amount and terms of the grants will be determined by our
Compensation Committee, but may not be any less favorable to Mr. Whang than the
terms of the options previously granted to Mr. Whang on December 9,
2008.
Benefits
Mr. Whang will be entitled to receive from our
company cash in lieu of participating in the benefit plans offered to executive
officers of our company. We will provide Mr. Whang with an annual automobile
allowance of not less than $12,000 (annual allowance is currently $12,000), a
life insurance policy in the face amount of $250,000 and such other benefits as
we may deem appropriate from time to time.
Termination
Mr. Whang’s employment is “at will” and either
we or Mr. Whang can terminate his employment agreement at any time, with or
without “cause” or “good reason” (as those terms are defined in Mr. Whang’s
employment agreement), upon 30 days written notice. Mr. Whang’s employment
agreement can also be terminated by us due to the disability of Mr. Whang after
at least 30 days’ written notice by us of our intention to terminate his
employment.
19
Severance
If we terminate the employment of Mr. Whang
against his will and without cause (including by giving notice of termination of
his employment agreement as described above), or if Mr. Whang terminates his
employment for good reason, Mr. Whang is entitled to receive salary, incentive
compensation and vacation accrued through the date of termination, plus (i) an
amount equal to two years of Mr. Whang’s base salary in effect on the date of
termination (which would have been either $700,000 or $630,000 if terminated
during fiscal 2009, depending on whether such termination took place prior to or
after April 1, 2009); (ii) a pro-rata portion of the amount of incentive
compensation he would earn for the fiscal year in which the termination occurs
if the results of operations of our company for such fiscal year were
annualized; and (iii) full vesting of all outstanding stock options and
restricted stock held by Mr. Whang.
If Mr. Whang voluntarily terminates his
employment other than for good reason, if we terminate Mr. Whang’s employment
for cause, or if Mr. Whang’s employment is terminated due to his death or
disability, Mr. Whang will be entitled to receive salary and accrued vacation
through the date of termination only. However, in the event Mr. Whang’s employment is terminated due
to his death or disability, he will also be entitled to receive (i) a pro-rata
portion of the amount of incentive compensation he would earn for the fiscal
year in which the termination occurs if the results of operations of Amtech for
such fiscal year were annualized, and (ii) full vesting of all outstanding stock
options held by him.
Noncompetition
Mr. Whang agreed that during the term of his
employment agreement he would not engage in certain activities in which he would
be competing with us or our subsidiaries. He also agreed that for a period of
two years after the end of the term of his employment agreement he would not
engage in certain activities in which he would be competing with us or our
subsidiaries and he would not own, directly or indirectly, more than a 5%
interest in entities which compete with us or our subsidiaries.
Change in Control
In the event that Mr. Whang’s employment with
us is terminated either (i) by us for any reason other than for cause during a
“pending change in control” (as that term is defined in Mr. Whang’s employment
agreement) of our company or within one year following the occurrence of a
“change in control” (as that term is defined in Mr. Whang’s employment
agreement), or (ii) by Mr. Whang for good reason within one year following the
occurrence of a change in control of our company, then Mr. Whang will be
entitled to receive within 30 days of the date of termination of his employment
(provided, however, if such 30 day period begins in one calendar year and ends
in another calendar year, Mr. Whang will not have the right to designate the
calendar year of payment), in lieu of the severance payment otherwise payable,
(i) an amount equal to three years of his base salary in effect on the date of
termination of his employment, (ii) the maximum amount of the incentive
compensation which he could earn for the fiscal year in which the termination
occurs, and (iii) full vesting of all outstanding stock options he
holds.
Change of Control Agreement with Chief
Financial Officer
On March 10, 2008, we entered into a Change of
Control Severance Agreement with Bradley C. Anderson, our chief financial
officer. Below is a summary of the terms and conditions of the
agreement.
Term
The term of the agreement with Mr. Anderson
commenced on March 10, 2008 and continues for an initial term of three years.
Thereafter, the employment period will continue for successive one-year terms
unless either we or Mr. Anderson provides written notice of termination of the
employment period at least 120 days prior to the end of any given
term.
20
Change in Control
In the event that Mr. Anderson’s employment
with us is terminated (other than as a consequence of death or disability)
either (i) by us for any reason other than for cause during a “pending change in
control” (as the term is defined in Mr. Anderson’s change of control agreement)
or within one year following the occurrence of a “change in control” (as the
term is defined in Mr. Anderson’s change of control agreement), or (ii) by Mr.
Anderson for good reason within one year following the occurrence of a change in
control, then Mr. Anderson will be entitled to receive from the Company the
following: (i) an amount equal to two years of his base salary in effect on the
date of termination of his employment (which would have been equal to either
$490,000 or $441,000 if terminated during fiscal 2009, depending on whether such
termination took place prior to or after April 1, 2009); (ii) the maximum amount
of the incentive compensation which he could earn for the fiscal year in which
the termination occurs; and (iii) full vesting of all outstanding stock options
and restricted stock he holds.
Severance and Change of Control Agreements
with Chief Accounting Officer
In 1992, we entered into a severance agreement
with Robert T. Hass, now our Chief Accounting Officer, which provides for a
minimum severance of 90 days under terms similar to those described above for
Mr. Whang. Mr. Hass is entitled to a lump sum severance payment equal to one
year’s base salary should his employment be terminated within one year following
a change in control pursuant to a separate agreement entered into in 1998 (which
would have been equal to either $148,000 or $133,200 if terminated during fiscal
2009, depending on whether such termination took place prior to or after April
1, 2009).
Other Compensatory
Arrangements
On December 9, 2008, our Compensation
Committee approved the following compensation arrangements for J.S. Whang,
President and Chief Executive Officer, Bradley C. Anderson, Vice President and
Chief Financial Officer, and Robert T. Hass, Chief Accounting Officer: (i)
salaries of $350,000, $245,000 and $148,000, effective December 1, 2007, for
Messrs. Whang, Anderson and Hass, respectively; (ii) bonuses for fiscal 2007 of
$200,000, $107,307, and $35,227 for Mr. Whang, Mr. Anderson, and Mr. Hass,
respectively; and (iii) incentive stock options to purchase 60,000, 30,000 and
9,000 shares for Mr. Whang, Mr. Anderson and Mr. Hass, respectively; and (iv)
restricted stock grants of 50,000, 10,000 and 8,000 shares for Mr. Whang, Mr.
Anderson and Mr. Hass, respectively. Each of the options granted to the named
individuals has an exercise price of $3.80 (the closing price of Amtech’s common
stock on December 9, 2008). 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. The restricted stock vests 25% per year on the first through fourth
anniversaries of the grant date.
Our Compensation Committee also approved a
bonus plan for fiscal 2009 in which Mr. Whang, Mr. Anderson and Mr. Hass are
eligible to participate. Under the bonus plan, participants can earn a target
bonus equal to a specified percentage of their base salary by achieving 100% of
pre-defined performance objectives. The participant’s bonus calculation is based
upon achieving performance objectives established in each of the following
categories: (i) bookings; (ii) revenue; (iii) gross margin; and (iv) operating
profit. Objectives established for participants in these categories may be
either at the corporate level, the operating division level or both. In
addition, individual performance objectives may be established for certain
participants. In order to be eligible for a bonus with respect to any of the
above performance categories, the participant must achieve not less than 80%
(90% in the case of gross margin) of the applicable performance objective. At
these minimum levels, 20% of the bonus for the category is eligible for payment.
The bonus calculation percentage with respect to any performance category
increases by 4% (8% with respect to gross margin) for each 1% improvement in
performance over the minimum level up to 100%, and by 1% for each 1% improvement
in performance over 100%, up to a maximum of 150% of the participant’s target
bonus.
21
On April 8, 2009, the
Compensation and Options Committee and the Board of Directors approved a
reduction of the base salary paid to the Company’s executive officers as
proposed by the Company’s executive officers.
The Board approved a
salary decrease for Mr. Whang from $350,000 to $315,000, a salary decrease for
Mr. Anderson from $245,000 to $220,500, and a salary decrease for Mr. Hass from
$148,000 to $133,200. Each of the salary decreases was effective as of April 1,
2009.
AUDIT COMMITTEE REPORT
In accordance with
its written charter adopted by our Board of Directors on April 16, 2005, a copy
of which is available on the Company’s website at www.amtechsystems.com, the Audit Committee is responsible for
reviewing and discussing the audited financial statements with management,
discussing with the Company’s auditors information relating to the auditors’
judgments about the quality of the Company’s accounting principles, recommending
to our Board of Directors that the Company include the audited financial
statements in its Annual Report on Form 10-K and overseeing compliance with the
requirements of the SEC for disclosure of auditors’ services and activities. The
Audit Committee also develops and recommends corporate governance guidelines to
the Board and provides oversight with respect to corporate governance and
ethical conduct.
The Board of Directors annually reviews the
independence of the Audit Committee members in view of FINRA’s listing
standards’ and the SEC’s definitions of independence for audit committee
members. The Board has determined that each of the members of the Audit
Committee meets those definitions and standards. Additionally, each member of
the Audit Committee is financially literate, and one of the Audit Committee
members, Michael Garnreiter, has financial management expertise as required by
NASDAQ’s rules and meets the SEC’s definition of an “audit committee financial
expert.”
Management is responsible for the
preparation, presentation and integrity of the Company’s financial statements,
accounting and financial reporting principles, internal controls, and procedures
designed to ensure compliance with accounting standards and applicable laws and
regulations. The Company’s independent auditors are responsible for performing
an independent audit of the consolidated financial statements and expressing an
opinion on the conformity of those financial statements with generally accepted
accounting principles.
The Audit Committee meets regularly with the
independent accountants without management present and also meets in executive
session without any others present. The Audit Committee has reviewed the
Company’s consolidated financial statements for the fiscal year ended September
30, 2009, as audited by its independent auditors, Mayer Hoffman McCann P.C.
(“Mayer Hoffman”), and has discussed these financial statements with management.
In addition, the Audit Committee has discussed with Mayer Hoffman the matters
required to be discussed by the statement on Auditing Standards No. 61, as
amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. Furthermore, the Audit
Committee has received the written disclosures and the letter from Mayer Hoffman
required by applicable requirements of the Public Company Accounting Oversight
Board regarding Mayer Hoffman’s communications with the Audit Committee
concerning independence and has discussed with Mayer Hoffman its
independence.
Based upon the foregoing review and
discussion, the Audit Committee recommended to our Board of Directors that the
audited financial statements for the fiscal year ended September 30, 2009 be
included in the Company’s Annual Report on Form 10-K for filing with the SEC.
| RESPECTFULLY SUBMITTED, | |
| Michael Garnreiter, Chairman | |
| Robert F. King |
22
PRE-APPROVAL POLICY
In March 2008, the Audit Committee adopted a
Pre-Approval Policy (the “Policy”) governing the approval of all audit and
non-audit services performed by the Company’s independent auditor in order to
ensure that the performance of such services does not impair the auditor’s
independence.
According to the Policy, the Audit Committee will annually review and
pre-approve the types of services, and will set a limit on the fees for such
services, that may be provided by the independent auditor during the following
year. The Policy specifically describes the annual audit services and fees,
other services that are audit-related, the preparation of tax returns and
tax related compliance services and all other services that have the general
pre-approval of the Audit Committee. The term of any general pre-approval is
twelve (12) months from the date of pre-approval, unless the Audit Committee
specifically provides for a different period.
Any service to be provided by the independent
auditor that has not received general pre-approval under the Policy is required
to be submitted to the Audit Committee for approval prior to the commencement of
a substantial portion of the engagement. Any proposed service exceeding
pre-approved cost levels is also required to be submitted to the Audit Committee
for specific approval. For the years ended September 30, 2008 and 2009, all
services rendered by the Company’s independent auditors were pre-approved by the
Audit Committee pursuant to the
pre-approval Policy.
The Audit Committee will revise the list of
general pre-approved services from time to time based on subsequent
determinations. The Audit Committee does not delegate its responsibilities to
pre-approve services performed by the independent auditor to
management.
DISCLOSURE OF AUDIT AND NON-AUDIT
FEES
The following table sets forth the fees billed
to us by our independent auditors for services rendered for the audit of our
annual financial statements and the review of our quarterly financial statements
for the fiscal years ended September 30, 2009 and 2008, and fees billed during
those fiscal years for (i) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as audit fees, (ii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iii) all other fees for services
rendered.
| Year Ended | Year Ended | ||||||
| Sept. 30, 2009 | Sept. 30, 2008 | ||||||
| Audit Fees (1) | $ | 238,854 | $ | 294,077 | |||
| Audit-Related Fees (2) | 4,620 | 15,851 | |||||
| Tax Fees | — | — | |||||
| All Other Fees | — | — | |||||
| Total Fees | $ | 243,474 | $ | 309,928 | |||
| (1) | Annual audit of the Company, review of financial statements included the Company’s reports on Form 10-Q and Form 10-K, including an audit of the Company’s internal control over financial reporting, and services normally provided by the accountant in connection with statutory and regulatory filings, including the Company’s registration statements related to our 2008 public offering. | |
| (2) | Accounting and reporting advisory services related to acquisition activities. | |
CODE OF ETHICS
The Board of Directors
has adopted a Code of Ethics for all employees of the Company, as recommended by
the Audit Committee. A copy of this Code of Ethics may be viewed on our website
(www.amtechsystems.com), or obtained at no
charge by written request to the Company’s Corporate
Secretary.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
We had no transactions during fiscal 2009, nor
are any transactions currently proposed, with any director, director nominee,
executive officer, security holder known to us to own of record or beneficially
more than 5% of the common stock, or any member of the immediate family of any
of the foregoing persons, in which the amount involved exceeded
$120,000.
The policy of the Board is for it, or one of
its committees, to review each related person transaction (as defined below) and
determine whether it will approve or ratify that transaction. Any Board member
who has any interest (actual or perceived) will not be involved in the
consideration of Directors.
For purposes of the policy, a “related person
transaction” is any transaction, arrangement or relationship in which we are a
participant, the related person (defined below) had, has or will have a direct
or indirect material interest and the aggregate amount involved is expected to
exceed $120,000 in any calendar year. “Related person” includes (a) any person
who is or was (at any time during the last fiscal year) an officer, director or
nominee for election as a director; (b) any person or group who is a beneficial
owner of more than 5% of our voting securities; (c) any immediate family member
of a person described in provisions (a) or (b) of this sentence; or (d) any
entity in which any of the foregoing persons is employed, is a partner or has a
greater than 5% beneficial ownership interest.
In determining whether a related person
transaction will be approved or ratified, the Board, or committee, will consider
a multitude of factors including (a) the extent of the related person’s interest
in the transaction; (b) the availability of other sources of comparable products
or services; (c) whether the terms are competitive with terms generally
available in similar transactions with persons that are not related persons; (d)
the benefit to us; and (e) the aggregate value of the transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information concerning the beneficial ownership of our common stock as of
January 22, 2010, by (i) each director and executive officer of Amtech,
including the named executive officers, (ii) all executive officers and
directors of Amtech as a group. The information included in the tables below was
determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended, and is based upon the information furnished by the persons
listed below. Except as otherwise indicated, each shareholder listed possesses
sole voting and investment power with respect to the shares indicated as being
beneficially owned.
24
| No. of Shares of | Percent of | ||||||
| Common Stock | Common Stock | ||||||
| Name and Address (1) (2) | Beneficially Held (3) | Ownership (3) | |||||
| Officers and Directors: | |||||||
| Jong S. Whang | 220,000 | (4) | 2.4 | % | |||
| Bradley C. Anderson | 51,500 | (6) | * | ||||
| Robert T. Hass | 38,375 | (5) | * | ||||
| Michael Garnreiter | 11,000 | (7) | * | ||||
| Alfred W. Giese | 10,000 | (8) | * | ||||
| Egbert Jan Geert Goudena | 0 | * | |||||
| Jeong Mo Hwang | 0 | * | |||||
| Robert F. King | 29,333 | (9) | * | ||||
| Director and Officer Total | 360,208 | (10) | 4.0 | % | |||
____________________
| * | Less than 1%. | |
| (1) | Except as otherwise noted, the address for each person listed in this table is c/o Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. |
| (2) | Mr. Whang is our President, CEO and is a director. Mr. Hass is the Chief Accounting Officer. Mr. Anderson is our Vice President-Chief Financial Officer, Treasurer and Secretary. Messrs. King, Garnreiter, Giese, Goudena and Hwang are directors of Amtech. | |
| (3) | Based on 9,015,852shares of common stock outstanding as of January 22, 2010. The share amounts and percentages shown include shares of common stock actually owned as of January 22, 2010, and shares of common stock with respect to which the person had the right to acquire beneficial ownership within 60 days of such date pursuant to options or warrants. All shares of common stock that the identified person had the right to acquire within 60 days of January 22, 2010, upon the exercise of options or warrants, are deemed to be outstanding when computing the percentage of the securities owned by such person, but are not deemed to be outstanding when computing the percentage of the securities owned by any other person. | |
25
| (4) | Includes 187,500 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (5) | Includes 28,500 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (6) | Includes 43,500 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (7) | Includes 11,000 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (8) | Includes 10,000 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (9) | Includes 18,333 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. | |
| (10) | Includes 297,833 shares issuable upon exercise of options exercisable within 60 days of January 22, 2010. |
26
The following table sets forth certain
information concerning the beneficial ownership of our common stock based on
information received by the Company as of January 22, 2010, by each person known
by us to be the beneficial owner of more than 5% of our common stock based on
such filings.
| Percent of | |||||||
| No. of Shares of | Common | ||||||
| Common Stock | Stock | ||||||
| Name and Address of | Beneficially Held (1) | Ownership (1) | |||||
| 5% Shareholders: | |||||||
| Austin W. Marxe | 894,635 | (2) | 9.92% | (2) | |||
| 527 Madison Avenue, Suite 2600 | |||||||
| New York, NY 10022 | |||||||
| David M. Greenhouse | 894,635 | (2) | 9.92% | (2) | |||
| 527 Madison Avenue, Suite 2600 | |||||||
| New York, NY 10022 | |||||||
| Richard L. Scott | 832,400 | (3) | 9.23% | (3) | |||
| 700 11th Street South, Suite 101 | |||||||
| Naples, FL 34102 | |||||||
| Systematic Financial Management. L.P. | 503,495 | (4) | 5.58% | (4) | |||
| 300 Frank W. Burr Blvd. | |||||||
| Glenpointe East, 7th Floor | |||||||
| Teaneck, NJ 07666 | |||||||
| Essex Investment Management Co. LLP | 726,561 | (5) | 8.06% | (5) | |||
| 125 High Street 29th floor | |||||||
| Boston, MA 02110-2702 | |||||||
| (1) | Based on 9,015,852 shares of common stock outstanding as of January 22, 2010. The share amounts and percentages shown include shares of common stock actually owned as of January 22, 2010, and shares of common stock with respect to which the person had the right to acquire beneficial ownership within 60 days of such date pursuant to options or warrants. Any shares of common stock that the identified person had the right to acquire within 60 days of January 22, 2010, upon the exercise of options or warrants, are deemed to be outstanding when computing the percentage of the securities owned by such person, but are not deemed to be outstanding when computing the percentage of the securities owned by any other person. |
27
| (2) | Mr. Marxe and Mr. Greenhouse share voting and investment power over and beneficially own a total of 894,635 shares of common stock as of September 30, 2009. Mr. Marxe and Mr. Greenhouse are the controlling principals of AWM Investment Company, Inc., which is the general partner of MGP Advisers Limited Partnership, which is the general partner of Special Situations Fund III QP, L.P. which owns 601,699 shares of common stock. Mr. Marxe and Mr. Greenhouse are also members of SST Advisers, L.L.C., which is the general partner of Special Situations Technology Fund, L.P. and Special Situations Technology Fund II, L.P., which own 35,689 and 257,247 shares of common stock, respectively. | |
| (3) | Mr. Scott is a controlling member of Amtech Investments LLC, a member-managed limited liability company which owns 832,400 shares of common stock. | |
| (4) | Systematic Financial Management, L.P. (“Systematic”) beneficially owns 503,495 shares of common stock as of September 30, 2009. Systematic has sole dispositive power over all stock owned, and sole voting power with respect to 206,495 shares. Systematic considers itself to be an investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934 (the “Exchange Act”). | |
| (5) | Essex Investment Management Company, LLC (“Essex”) beneficially owns 726,561 shares of common stock as of December 31, 2009. Essex has sole dispositive power over all stock owned, and sole voting power with respect to 721,196 shares. Essex considers itself to be an investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) of the Exchange Act. |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Company’s directors and executive officers, as
well as persons beneficially owning more than 10% of our outstanding Common
Stock, to file certain reports of ownership with the SEC within specified time
periods. Such officers, directors and shareholders are also required by SEC
rules to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on our review of such forms
received by us during the fiscal year ended September 30, 2009, or written
representations from certain reporting persons, we believe that between October
1, 2008 and September 30, 2009, all Section 16(a) filing requirements applicable
to its officers, directors and 10% shareholders were complied with, except that
Mr. Alfred Giese failed to timely file with respect to one (1)
transaction.
PROPOSAL NO. 2-- TO APPROVE THE RATIFICATION
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee
has selected the independent registered accounting firm Mayer Hoffman McCann
P.C. (Mayer Hoffman) to audit our financial statements for the fiscal year
ending September 30, 2010, and is seeking ratification of that choice by our
shareholders. Regardless of whether the selection is ratified, the Audit
Committee is responsible for the selection and ongoing oversight of the auditors
and has the authority to replace Mayer Hoffman as the auditors for the 2010
fiscal year, if it deems it appropriate to do so. Any such change subsequent to
the Annual Meeting will not be submitted to the shareholders for
ratification.
The Board of
Directors anticipates that one or more representatives of Mayer Hoffman will be
present at the Annual Meeting. Any such representative will have an opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.
28
PROPOSAL NO. 3---
AMENDMENT TO NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
The Company’s stockholders are being asked to
approve an amendment to the Non-Employee Directors Stock Option Plan (the
“Amended Director Plan”), which amendment provides as follows:
-
Authorizes an additional 150,000 shares of Common Stock for issuance under the plan, increasing the authorized number of shares from 200,000 to 350,000;
-
Extends the plan termination date from July 8, 2015 to the date that is 10 years after the effective date of the Amended Director Plan;
-
Makes certain other amendments, including amendments to the definition of “Fair Market Value” and certain other changes in order to ensure the Amended Director Plan complies with Section 409A of the Internal Revenue Code and other applicable laws and regulations.
The proposed amendment was adopted by the
Board on December 21, 2009, and will become effective upon shareholder approval
at the Annual Meeting.
As of January 22,
2010, 1,600 shares remain available for grant under the Amended Director Plan,
without giving effect to the amendment. The Board believes that the increase in
shares available for issuance is necessary to establish a reserve of
shares that would enable the grant of stock to non-employee directors. In
addition, the Board believes that the Amended Director Plan is necessary to
ensure that the Company will continue to retain, motivate and attract qualified
non-employee directors and to provide recognition for exemplary service. The
full text of the proposed amendment is attached as Appendix
A.
Shares Reserved
Under the Amended Director Plan, the
total number of shares of Common Stock that have been or could be issued is
350,000, including the 150,000 share increase for which shareholder approval is
sought under this proposal. After giving effect to the increase, 151,600 shares
will remain available for future grants of options under the Amended Director
Plan.
General Nature of the Amended
Director Plan
The Amended Director Plan authorizes
the grant of non-qualified stock options to our non-employee directors. The
principal purposes of the Amended Director Plan are to provide incentives to
non-employee directors of the Company to further the growth, development and
financial success of the Company by personally benefiting through the ownership
of Company stock, and to obtain and retain the services of non-employee
directors who are considered essential to the long-range success of the Company.
The approval by the shareholders of the Amended Director Plan will allow us to
continue to align interests of directors with the shareholders of the
Company.
29
Upon approval
of the Amended Director Plan by the Company’s shareholders, Michael Garnreiter,
Alfred Giese, Egbert Jan Geert Goudena, Jeong Mo Hwang and Robert King, assuming
they are elected to the Board at the Annual Meeting, will be eligible to
participate in the Amended Director Plan as non-employee
directors.
Options previously
granted under the Non-Employee Directors Stock Option Plan will become subject
to the Amended Director Plan. Therefore, if a non-employee director who holds
options previously issued under the plan ceases to be a director, unless such
cessation occurs due to death or disability, then such options will terminate
thirty days after the date the director ceases to be a director, unless the
Board otherwise provides. In addition, the Amended Director Plan provides the
Board will have discretion to grant options to departing directors in
recognition of such directors’ service on the Board and any Board
Committee.
Summary of the Amended Director Plan
The following summary of the principal
features of the Amended Director Plan is not a complete description of all the
provisions of the Amended Director Plan. Any shareholder of the Company who
wishes to obtain a copy of the Amended Director Plan may do so upon written
request to the Corporate Secretary at the Company’s principal executive offices
at 131 South Clark Drive, Tempe, Arizona 85281. The full text of the
Non-Employee Directors Stock Option Plan and the full text of the proposed
amendment have also been included as Appendix A to the Proxy Statement filed
electronically with the Securities and Exchange Commission, a copy of which is
available on the Company’s website at www.amtechsystems.com.
Administration
The Amended Director Plan will be administered
by the Compensation and Stock Option Committee of the Company’s Board of
Directors. The interpretation and construction by the Committee of any
provisions of, or the determination of any questions arising under, the Amended
Director Plan or any rule or regulation established by the Committee pursuant to
the Amended Director Plan, will be final, conclusive and binding on all persons
interested in the Amended Director Plan.
Eligibility
Only non-employee members
of the Company’s Board of Directors are eligible to participate in the Amended
Director Plan. The Company estimates that five (5) people will be eligible to
participate in the Amended Director Plan during fiscal year
2010.
30
Shares Subject to the Amended Director
Plan
The Amended Director Plan authorizes the
granting of options the exercise of which would allow up to a maximum of 350,000
shares of the Common Stock to be acquired by the participants of such options.
In order to prevent the dilution or enlargement of the rights of the
participants under the Amended Director Plan, the number of shares of Common
Stock authorized by the Amended Director Plan and the number of shares subject
to outstanding options are subject to adjustment in the event of any increase or
decrease in the number of shares of outstanding Common Stock resulting from a
stock dividend, stock split, combination of shares, merger, reorganization,
consolidation, recapitalization or other change in the corporate structure
affecting the Company’s capital stock. If any option granted under the Amended
Director Plan is forfeited or terminated, the shares of Common Stock that were
underlying such option shall again be available for distribution in connection
with options subsequently granted under the Amended Director Plan.
Term of Directors Plan
The Amended Director Plan will terminate ten
(10) years after the effective date of the Amended Director Plan, subject to
earlier termination by the Board. No option may be granted under the Amended
Director Plan after the termination date, but options previously granted may
extend beyond such date.
Nature of Options
The Amended Director Plan provides for the
grant of non-statutory stock options to the Company’s non-employee directors.
Each non-employee director who joins the Board of Directors after January 1,
2010, will receive an option to acquire 6,000 shares, or such other number as
the Board may determine, of the Company’s Common Stock. In addition to the
foregoing option grant, a grant of options to purchase 5,000 shares, or such
other number as the Board may determine, of the Company’s Common Stock will be
made annually to each non-employee director on the first business day following
the Company’s Annual Meeting of Shareholders each year, or such other date as
may be determined by the Board, provided that such director has attended at
least 75% of the meetings of the Board of Directors and of the Board Committees
of which such non-employee director was a member in the preceding fiscal year.
Pursuant to the Amended Director Plan, the Board also has the discretion to
grant options, and determine the rights of such options, to directors who are
departing in recognition of past service on the Board and any Board
Committees.
The amounts set forth in the table below reflect the
number of automatic annual option grants that the Company anticipates will be
made pursuant to the Amended Director Plan.
| Name and Position | Dollar Value ($) (1) | Number of Units (2) | ||
| Michael Garnreiter, Director | 34,647 | 5,000 | ||
| Alfred W. Giese, Director | 34,647 | 5,000 | ||
| Egbert Jan Geert Goudena, Director | 34,647 | 5,000 | ||
| Jeong Mo Hwang, Director | 34,647 | 5,000 | ||
| Robert F. King, Director | 34,647 | 5,000 | ||
31
____________________
| 1. | The dollar values of the number of units shown in this illustration are the grant date fair values of options, assuming that the market price of the underlying shares on the date of the grant was $11.00, the market value at the close of trading on January 7, 2010. | |
| 2. | Number of units represents the number of units that are automatically granted each year; however, under both the existing and amended plan, such number may be higher or lower at the discretion of the Board. | |
Exercise of Options
Pursuant to the terms of the Amended Director
Plan, each option granted, except options issued to departing directors, the
terms of which may be determined by the Board, will vest one-third on the first
anniversary of the option grant, an additional one-third on the second
anniversary of the option grant and the remaining one-third on the third
anniversary of the option grant, provided the optionee remains an Eligible
Director (as defined in the Amended Director Plan) at such vesting dates.
Accordingly, each option grant will be vested and exercisable with respect to
the 33-1/3% of the underlying shares on the first anniversary of the date of
grant, 66-2/3% of the underlying shares on the second anniversary, and 100% of
the underlying shares on the third anniversary. The exercise price of all
options granted under the Amended Director Plan will be the Fair Market Value
(as defined in the Amended Director Plan) of the Company’s Common Stock on the
grant date. All options granted under the Amended Director Plan will expire ten
(10) years from the date of grant. Options are not transferrable other than by
will, under the laws of descent and distribution, or pursuant to a qualified
domestic relations order, and each option is exercisable during the lifetime of
the optionee only by the optionee. Unexercised options terminate one year from
the date an individual ceases to be a director of the Company due to death or
disability. Unexercised options terminate thirty days from the date an
individual ceases to be a director of the Company, or such other amount of time
from such date as the Board may determine, due to any reason other than death or
disability.
Agreements
Options granted under the Amended Director
Plan will be evidenced by agreements consistent with the Amended Director Plan
in such form as the Compensation and Option Committee may prescribe.
Amendments to the Amended Director Plan
The Board may at any
time, and from time to time, amend, modify or terminate any of the provisions of
the Amended Director Plan, but no amendment, modification or termination shall
be made which would impair the rights of a participant under any agreement
theretofore entered into pursuant to an option grant, without the participant’s
consent.
32
Federal Income Tax Consequences for
Nonstatutory Stock Options
The Amended Director Plan will not be a
“qualified plan” as defined in Section 401(a) of the Internal Revenue Code of
1986, as amended (the “Code”). Nonstatutory stock options (“NSOs”) do not
qualify as “incentive stock options” under Section 422 of the Code.
A recipient does not realize any compensation
income upon the grant of an NSO. Additionally, the Company may not take a tax
deduction at the time of the grant. Upon exercise of an NSO, a recipient
realizes and must report as compensation income in an amount equal to the
difference between the fair market value of the Common Stock on the date of
exercise and the exercise price. The Company is entitled to take a deduction at
the same time and in the same amount as the recipient reports as compensation
income, provided the Company withholds federal income tax in accordance with the
Code and applicable Treasury regulations.
In addition to the foregoing federal tax
considerations, the exercise of an option and the ultimate sale or other
disposition of the shares of Common Stock acquired thereby will in most cases be
subject to state income taxation.
Vote Required
Assuming a quorum is
present at the Annual Meeting, the affirmative vote of a majority of votes cast
by holders of Common Stock represented and entitled to vote at the Annual
Meeting is required to approve the Amended Director Plan.
THE BOARD OF DIRECTORS
RECOMMENDS AND ENCOURAGES YOU TO VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.
PROPOSAL NO. 4 --- APPROVAL OF THE AMENDMENT TO 2007 EMPLOYEE STOCK
INCENTIVE PLAN
At the Annual Meeting, shareholders will be
asked to approve an amendment to the Company’s 2007 Employee Stock Incentive
Plan (the “Amended Employee Plan”), which amendment provides as follows:
-
Authorizes an additional 900,000 shares of Common Stock for issuance under the plan, increasing the authorized number of shares from 500,000 to 1,400,000;
-
Extends the plan termination date from July 8, 2015 to the date that is ten years after the effective date of the Amended Employee Plan;
-
Makes certain other amendments in order to ensure the plan complies with Section 409A of the Internal Revenue Code and other applicable laws and regulations.
33
The proposed amendment was adopted by the
Board on December 21, 2009, and will become effective upon shareholder approval
at the Annual Meeting.
As of January 22, 2010, 1,337 shares remain
available for grant under the Amended Employee Plan, without giving effect to
the amendment. The Board believes that the increase in shares available for
issuance is necessary to establish a reserve of shares that would enable the
grant of stock to employees. The Board of Directors considers the Amended
Employee Plan to be important to the Company’s ability to appropriately
compensate its officers and employees as the Company continues to grow. After
giving effect to the increase, 901,337 shares will remain available for future
grants of options under the Amended Employee Plan. The full text of the proposed
amendment is attached as Appendix B.
Shares Reserved
Under the Amended Employee Plan, the
total number of shares of Common Stock that have been or could be issued is
1,400,000, including the 900,000 share increase for which shareholder approval
is sought under this proposal.
Summary of the Amended Employee Plan
The following summary of the main features of
the Amended Employee Plan is not a complete description of all the provisions of
the Amended Employee Plan. Any shareholder of the Company who wishes to obtain a
copy of the Amended Employee Plan may do so upon written request to the
Corporate Secretary at the Company’s principal executive offices at 131 South
Clark Drive, Tempe, Arizona 85281. The full text of the 2007 Employee Stock
Incentive Plan and the full text of the proposed amendment have also been
included as Appendix B to the Proxy Statement filed electronically with the
Securities and Exchange Commission, a copy of which is available on the
Company’s website at www.amtechsystems.com.
The Amended Employee Plan authorizes the grant
and issuance of two different types of Awards: Options (“Stock Options”), which
can qualify as “incentive stock options” under the Internal Revenue Code, or as
“non-qualified stock options;” and Restricted Stock, which is stock that is
contingent on an employee satisfying conditions, including without limitation
continued employment, passage of time or satisfaction of performance criteria.
The Amended Employee
Plan has a number of special terms and limitations, including:
-
The exercise price for Stock Options granted under the plan must at least equal the Shares’ fair market value at the time the Stock Option is granted;
-
The Amended Employee Plan expressly states that Stock Options granted under it can not be “repriced,” as defined in the Amended Employee Plan and
-
Shareholder approval is required for certain types of amendments to the Amended Employee Plan.
The Amended Employee Plan is designed to
enable the Company to attract, retain and motivate its officers and other key
employees, and to further align their interests with those of the shareholders
of the Company, by providing for or increasing the proprietary interest of such
persons in the Company.
34
The Amended Employee Plan
has various provisions so that Awards under it may, but need not, qualify for an
exemption from the “short swing liability” provisions of Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 and/or qualify as “performance based
compensation” that is exempt from the $1 million limitation on the deductibility
of compensation under Section 162(m) of the Tax Code. However, shareholder
approval of the class of eligible participants, the per person annual award
limitations, the “Qualifying Performance Criteria” potentially associated with
Awards granted under the Amended Employee Plan and the option price (or formula
under which the price is determined) are required in order for awards under the
Amended Employee Plan to qualify potentially as “performance based compensation”
under Tax Code Section 162(m).
The Amended Employee
Plan’s per person award limitations for purposes of Section 162(m) are the
following: (1) the aggregate number of Shares subject to Stock Options granted
under the Amended Employee Plan during any calendar year to any one participant
may not exceed 250,000; and (2) the aggregate number of Shares issued or
issuable under all Awards other than Stock Options granted under the Amended
Employee Plan during any calendar year to any one participant may not exceed
250,000. In the future, if such limitations are not required under Code Section
162(m), then a change in such limitations shall not be subject to Shareholder
approval.
Eligibility
Participants in the
Amended Employee Plan can be any person who is an employee or prospective
employee of the Company or any Subsidiary. The Company estimates that 170 people
will be eligible to participate in the Amended Employee Plan during fiscal year
2010.
Administration
The Amended Employee Plan
will be administered by the Compensation and Stock Option Committee (the
“Committee”, although the Board of Directors may exercise any authority of the
Committee under the Amended Employee Plan in lieu of the Committee’s exercise
thereof. The Committee may designate subcommittees and may delegate certain
administrative functions to others.
Subject to the express
provisions of the Amended Employee Plan, the Committee has broad authority to
administer and interpret the Amended Employee Plan, including, without
limitation, authority to determine who is eligible to participate in the Amended
Employee Plan and to which of such persons, and when, Awards are granted under
the Amended Employee Plan, to determine the number of shares of Common Stock
subject to Awards and the exercise or purchase price of such shares under an
Award, to establish and verify the extent of satisfaction of any performance
goals applicable to Awards, to prescribe and amend the terms of the agreements
evidencing Awards made under the Amended Employee Plan, and to make all other
determinations deemed necessary or advisable for the administration of the
Amended Employee Plan.
Stock Subject to the Amended Employee Plan
The aggregate number of Shares that can be
issued under the Amended Employee Plan may not exceed 1,400,000 (including
pursuant to ISOs). If the outstanding Shares or other securities of the Company,
or both, for which the Award is then exercisable or as to which the Award is to
be settled shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, recapitalization, or
reorganization, the Committee may appropriately and equitably adjust the number
and kind of Shares or other securities which are subject to the Plan or subject
to any Awards theretofore granted, and the exercise or settlement prices of such
Awards, so as to maintain the proportionate number of Shares or other securities
without changing the aggregate exercise or settlement price, provided, however,
that such adjustment shall be made so as to not affect the status of any Award
intended to qualify as an ISO or as “performance based compensation” under
Section 162(m) of the Code. For purposes of calculating the aggregate number of
Shares issued under the Amended Employee Plan, only the number of shares
actually issued upon exercise or settlement of an Award and not delivered to or
retained by the Company upon cancellation, expiration or forfeiture of an Award
shall be counted.
35
Awards
The Amended Employee Plan authorizes the grant
and issuance of the following types of Awards: Stock Options and Restricted
Stock.
Stock Options. Subject to the express
provisions of the Amended Employee Plan and as discussed in this paragraph, the
Committee has discretion to determine the vesting schedule of Stock Options, the
events causing a Stock Option to expire, the number of shares subject to any
Stock Option, the restrictions on transferability of a Stock Option, and such
further terms and conditions, in each case not inconsistent with the Amended
Employee Plan, as may be determined from time to time by the Committee. The
Amended Employee Plan expressly provides that the Company can not “reprice”
Stock Options. The exercise price for Stock Options may not be less than 100% of
the fair market value of the Common Stock (as determined pursuant to the Amended
Employee Plan) at the time the Stock Option is granted. The exercise price of an
Stock Option may be paid through various means specified by the Committee,
including in cash or check, or by a promissory note or other commitment to pay
(including such a commitment by a stock broker to pay over proceeds from the
sale of shares issuable under a Stock Option). Stock Options granted under the
Amended Employee Plan may be either incentive stock options (“ISOs”) qualifying
under Section 422 of the Tax Code or non-qualified stock options (“NQSOs”),
which are not intended to qualify as ISOs.
Restricted Stock. The Committee may make
awards of restricted stock to participants, which will be subject to
restrictions on transferability and other restrictions as the Committee may
impose, including, without limitations on the right to vote restricted stock or
the right to receive dividends, if any, on the restricted stock. These awards
may be subject to forfeiture upon any conditions or criteria established by the
Committee, including without limitation termination of employment or upon a
failure to satisfy Qualifying Performance Criteria during the applicable
restriction period. In addition, in the discretion of the Compensation
Committee, awards of restricted stock may be issued upon participants meeting
certain Qualifying Performance Criteria.
Qualifying Performance Criteria
Subject to shareholder approval of the Amended
Employee Plan, the performance criteria for any Award that is intended to
satisfy the requirements for “performance based compensation” under Code Section
162(m) shall be any one or more of the following performance criteria, either
individually, alternatively or in any combination, applied to either the Company
as a whole, to a business unit or subsidiary, or based on comparisons of any of
the performance measures relative to other companies, either individually,
alternatively or in any combination, and measured either annually or
cumulatively over a period of years, on an absolute basis or relative to a
pre-established target, to previous years’ results or to a designated comparison
group, in each case as specified by the Committee in the Award: (a) cash flow,
(b) earnings per share or increases of same, (c) earnings before interest, taxes
and amortization, (d) return on equity, (e) total shareholder return, (f) share
price performance, (g) return on capital or investment, (h) return on assets or
net assets, (i) revenue, (j) income or net income, (k) operating income or net
operating income, (l) operating profit or net operating profit, (m) operating
margin or profit margin, (n) return on operating revenue, (o) pre-tax or
after-tax profit levels expressed in either absolute dollars, (p) revenues or
revenue growth, (q) economic or cash value added, (r) results of customer
satisfaction surveys, (s) other measures of performance, quality, safety,
productivity or process improvement, (t) market share and (u) overhead or other
expense reduction. These factors may have a minimum performance standard, a
target performance standard and a maximum performance standard. The Committee
shall appropriately adjust any evaluation of performance under a Qualifying
Performance Criteria to exclude any of the following events that occurs during a
performance period: (i) asset write-downs, (ii) litigation or claim judgments or
settlements, (iii) the effect of changes in tax law, accounting principles or
other such laws or provisions affecting reported results, (iv) accruals for
reorganization and restructuring programs and (v) any extraordinary
non-recurring items as described in Accounting Principles Board Opinion No. 30
and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s annual report to shareholders
for the applicable year.
36
Transferability of Awards and Other Provisions
Applicable to Awards
Generally, Awards granted under the Amended
Employee Plan may not be sold, assigned, conveyed, gifted, pledged, hypothecated
or otherwise transferred in any manner prior to the vesting or lapse of any and
all restrictions applicable thereto.
The Amended Employee Plan has provisions
designed so that it qualifies as an “eligible plan” under the margin provisions
of Regulation U, by expressly providing that the Committee may, but is not
required to, loan the amount necessary to purchase shares and/or pay taxes under
any award. The Amended Employee Plan also provides that the Committee may, but
need not, provide that the holder of an Award has a right under an Award to
receive a number of shares, the amount of which is determined by reference to
the value of the Award. Finally, the Amended Employee Plan does not limit the
Company’s right to make other arrangements to provide stock options and other
forms of compensation arrangements as it determines appropriate.
Anticipated Awards Under Amended Employee Plan
The Company is unable to determine the option
grants it anticipates will be made to its Named Executive Officers and directors
under the Amended Employee Plan following the annual meeting. Accordingly, the
table below sets forth the number of awards granted by the Company to each of
its Named Executive Officers and each group indicated below for fiscal year 2009
pursuant to the Amended Employee Plan. The amounts set forth in the table below
are meant to illustrate grants of awards that would have been made pursuant to
the Amended Employee Plan, and do not represent awards discussed under
“Executive Compensation” or “Director Compensation” elsewhere in this Proxy
Statement, and were not granted in addition to such awards discussed elsewhere.
| Option Awards | Stock Awards | |||||||||
| Name and Position | Dollar Value ($) | Number of | Dollar Value ($) | Number of | ||||||
| (*) | Units | (*) | Units | |||||||
| Jong S. Whang, CEO | $ | 138,588 | 20,000 | $ | 110,000 | 10,000 | ||||
| Bradley C. Anderson, CFO | $ | 69,294 | 10,000 | $ | 55,000 | 5,000 | ||||
| Robert T. Hass, CAO | $ | 18,481 | 2,667 | $ | 13,330 | 1,333 | ||||
| Executive Officers as a Group | $ | 226,363 | 32,667 | $ | 178,330 | 16,333 | ||||
| Non-Executive Employees as a Group | $ | 438,860 | 63,333 | $ | 76,670 | 7,667 | ||||
* The dollar values of the
number of units shown in this illustration are the grant date fair values of
awards, assuming that the market price of the underlying shares on the date of
the grant was $11.00, the market value at the close of trading on January 7,
2010.
Amendments and Termination
The Board of Directors may amend, alter or
discontinue the Amended Employee Plan or any agreement evidencing an Award made
under the Amended Employee Plan, but no such amendment shall, without the
approval of the shareholders of the Company:
- change the maximum number of shares of Common Stock for which
Awards may be granted under this Plan;
- extend the term of this Plan; or
- change the class of persons eligible to participate in the Plan.
37
The Board may amend, alter or discontinue the
Plan or any agreement evidencing an Award made under the Plan, but no amendment
or alteration shall be made which would impair the rights of any Award holder,
without such holder’s consent, under any Award theretofore granted; provided
that no such consent shall be required if the Committee determines in its sole
discretion and prior to the date of any change in control, recapitalization,
stock dividend, stock split, reorganization, merger, consolidation or similar
type transaction that such amendment or alteration either is required or
advisable in order for the Company, the Plan, or any Award granted, to satisfy
any law or regulation or to meet the requirements of any accounting standard.
No Award granted under the Amended Employee
Plan shall be granted pursuant to the Amended Employee Plan more than 10 years
after the date of the Company stockholder’s adoption of the Amended Employee
Plan.
Federal Income Tax Consequences
The following discussion of the federal income
tax consequences of the Amended Employee Plan is intended to be a summary of
applicable federal law as currently in effect. State and local tax consequences
may differ, and tax laws may be amended or interpreted differently during the
term of the Amended Employee Plan or of Awards thereunder. Because the federal
income tax rules governing Awards and related payments are complex and subject
to frequent change, and they depend on the Participant’s individual
circumstances, participants are advised to consult their tax advisors prior to
exercise of options or other Awards or dispositions of stock acquired pursuant
to Awards.
The Stock
Options
ISOs and NQSOs are treated differently for
federal income tax purposes. ISOs are intended to satisfy the requirements of
Section 422 of the Code. NQSOs need not satisfy such requirements.
ISOs
No taxable income will result to a Participant
upon the grant of an ISO. Upon the exercise of an ISO, any excess of the fair
market value of the stock over the option price is a tax preference item that
may result in the imposition of the alternative minimum tax in the year of
exercise. However, if any of such shares are disposed of by the Participant in a
disqualifying disposition (see below) in the same taxable year as the exercise,
there will be no item of tax preference as to such disposed shares, although the
Participant will recognize ordinary income as discussed below. In cases where
the exercise of the option does produce an item of tax preference, the basis of
the stock for purposes of the alternative minimum tax will include the amount of
such tax preference item.
On the subsequent sale of stock acquired by
the exercise of an ISO, gain or loss will be recognized in an amount equal to
the difference between the amount realized on the sale and the Participant’s tax
basis in the stock sold. The tax basis of stock acquired solely for cash will be
equal to the amount of cash paid. If an ISO is exercised using previously
acquired stock (or stock and cash) in payment, the Participant’s tax basis for
the number of stock received equal to the number used in payment shall be the
same as the Participant’s basis in the stock used as payment. The Participant’s
aggregate tax basis in any additional stock received will be equal to the amount
of cash paid (if any).
If a disposition of stock does not take place
until more than two years after grant and more than one year after exercise of
the option, any gain or loss realized will be treated as long-term capital gain
or loss. Under such circumstances, the Company will not be entitled to a
deduction for income tax purposes in connection with the exercise of the option.
If a disposition occurs within two years after grant or one year after exercise
of the option, the difference between the fair market value of the stock on the
date of exercise and the tax basis in the stock is taxable as compensation
income to the Participant and is deductible by the Company for federal income
tax purposes. Any additional amount realized on the disposition will be taxed as
either long-term or short-term capital gain.
38
If the option price of an ISO is paid by using
stock that was acquired upon the exercise of an ISO (“Payment Shares”) and the
Payment Shares have not been held for more than one year from exercise and two
years from grant, the transfer of such Payment Shares to exercise an ISO will be
treated as a “disposition” of such Payment Shares. Upon such disposition, the
excess of the fair market value of the Payment Shares on the date they had
originally been acquired (or, if less, the fair market value of the Payment
Shares on the date of disposition) over the Participant’s tax basis in such
Payment Shares is taxable as compensation income to the Participant and is
deductible by the Company.
NQSO
In general, no taxable income will be
recognized by the Participant, and no deduction will be allowed to the Company,
upon the grant of a NQSO. Upon exercise of an unrestricted NQSO, a Participant
will recognize ordinary income (and the Company will be entitled to a
corresponding tax deduction) in an amount equal to the amount by which the fair
market value of the shares on the exercise date exceeds the option exercise
price. Any gain or loss realized by a Participant on disposition of such shares
generally is a capital gain or loss and does not result in any tax deduction to
the Company.
Restricted
Stock
A grant of restricted stock does not result in
income to the Participant or a corresponding tax deduction for the Company until
the shares are no longer subject to restrictions, or forfeiture, unless the
Participant, elects under Section 83(b) of the Code to have the amount of income
to the Participant (and deduction to the Company) determined at the date of the
grant. At the time of lapse of restrictions (or a Section 83(b) election), the
Participant generally will recognize ordinary income equal to the fair market
value of the shares less any amount paid for them, and the Company will be
entitled to a tax deduction in the same amount (subject to certain restrictions
set forth below under Section 162(m) of the Code. Any dividends paid on
restricted stock will be treated as compensation for federal income tax
purposes, unless the Participant has made a Section 83(b) election. After the
restrictions have lapsed (or a Section 83(b) election has been made), the
Participant may treat appreciation subsequent to such time as capital gain
(depending on the holding period for the shares). Participants receiving
Restricted Stock should consult their tax advisors regarding the ability and
advisability of making the Section 83(b) election, including the limitations on
claiming a loss if the shares decline in value or are forfeited after receipt.
Withholding and Other Issues
for Employees
The Company generally will be entitled to
withhold any required taxes in connection with the exercise or payment of an
Award, and may require the participant to pay such taxes as a condition to
exercise of an Award. Special rules will apply in cases where a recipient of an
Award pays the exercise or purchase price of the Award or applicable withholding
tax obligations under the Amended Employee Plan by delivering previously owned
shares or by reducing the number of shares otherwise issuable pursuant to the
Award. The surrender or withholding of such shares will in certain circumstances
result in the recognition of income with respect to such shares or a carryover
basis in the shares acquired, and may constitute a disposition for purposes of
applying the ISO holding periods as discussed above.
The Committee, pursuant to the terms of the
agreements or other documents pursuant to which specific Awards are made under
the Amended Employee Plan, may agree to reimburse participants for some or all
of the federal, state and local income taxes associated with the grant or
exercise of an Award or the receipt of the cash or Shares from an Award, or the
20% excise tax on any “excess parachute payments” under Code Sections 280G and
Code Section 4999, and may agree to reimburse the additional federal, state and
local income tax from the reimbursement payments made.
39
Tax Effect to
Company
The Company generally will be entitled to a
tax deduction in connection with an Award under the Amended Employee Plan in an
amount equal to the compensation income (ordinary income) realized by a
Participant and at the time the Participant recognizes such income (for example,
the exercise of a NQSO). Special rules limit the deductibility of compensation
paid to certain Covered Employees of the Company (as defined by Code Section
162(m)(3)). Under Section 162(m) of the Internal Revenue Code, the annual
compensation paid to any of these Covered Employees will be deductible only to
the extent that it does not exceed $1,000,000 or if the compensation is paid
solely on account of attaining one or more pre-established, objective
performance goals. The Amended Employee Plan has been constructed such that some
Awards in the Committee’s discretion may qualify as “performance-based
compensation” under Section 162(m) of the Code and thus would be deductible even
if the total compensation paid to the Covered Employee is in excess of
$1,000,000. However, whether an Award will qualify under Section 162(m) as
“performance-based compensation” will depend on the terms, conditions and type
of the Award issued the Covered Employee. For example, grants of Options or
Restricted Stock often vest only according to the optionee’s or Grantee’s length
of employment rather than pre-established performance goals. Therefore, the
compensation derived from the Awards made to Covered Employees may not be
deductible by the Company to the extent the Covered Employee’s total
compensation exceeds $1 million.
Vote Required
Assuming a quorum is present at the Annual
Meeting, the affirmative vote of a majority of votes cast by holders of Common
Stock represented and entitled to vote at the Annual Meeting is required to
approve the Amended Employee Plan.
THE BOARD OF DIRECTORS
RECOMMENDS AND ENCOURAGES YOU TO VOTE “FOR” THE
APPROVAL OF THE AMENDMENT TO THE 2007 EMPLOYEE STOCK INCENTIVE PLAN.
APPROVAL OF THE AMENDMENT TO THE 2007 EMPLOYEE STOCK INCENTIVE PLAN.
Equity Compensation Plan Information
The following table provides
information as of September 30, 2009 with respect to the shares of the Company’s
Common Stock that may be issued under all of the Company’s existing equity
compensation plans, including the Non-Employee Directors Stock Option Plan and
the 2007 Employee Stock Incentive Plan.
| Number of | Number of securities | |||||
| Securities to be | remaining available | |||||
| issued upon | Weighted-average | for issuance under | ||||
| exercise of | exercise price of | equity compensation | ||||
| outstanding | outstanding | plans (excluding | ||||
| options, warrants | options, warrants | securities reflected | ||||
| and rights | and rights | in column (a)) | ||||
| Plan Category | (a) | (b) | (c) | |||
| Equity Compensation plans | ||||||
| approved by security holders | 691,403 | 7.03 | 124,187 | |||
| Equity Compensation plans not | ||||||
| approved by security holders | ||||||
| Total | 691,403 | 124,187 | ||||
40
OTHER MATTERS
Annual Report
The Annual Report of the Company for
the fiscal year ended September 30, 2009, is enclosed herewith.
Voting By Proxy
In order to ensure that your shares will be
represented at the Annual Meeting, please sign and return the enclosed proxy in
the envelope provided for that purpose, whether or not you expect to attend. Any
shareholder may, without affecting any vote previously taken, revoke a written
proxy by delivering to our executive offices, to the attention of our corporate
Secretary prior to the vote at the Annual Meeting, written notice of revocation
or a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
Independent Auditors
Our Board of Directors selected the accounting
firm of Mayer Hoffman McCann P.C. (Mayer Hoffman) as the Company’s independent
public accountants for the fiscal year ending September 30, 2009 and expects to
reappoint them for the fiscal year ending September 30, 2010, immediately
following the Annual Meeting. A representative of Mayer Hoffman is expected to
be present at the Annual Meeting and will have the opportunity to make a
statement if he or she so desires, and will also be available to respond to
appropriate questions.
Deadline for Shareholder Proposals for Action
at the Company’s Next Annual Meeting
The Company anticipates holding its 2011
Annual Meeting of Shareholders on March 11, 2011. Any shareholder who wishes to
present any proposal for shareholder action at the 2010 Annual Meeting of
Shareholders must be submitted to the Company’s Secretary, at the Company’s
offices, not later than October 4, 2010, in order to be included in the
Company’s proxy statement and form of proxy for that meeting. Such proposals
should be addressed to the Corporate Secretary, Amtech Systems, Inc., 131 South
Clark Drive, Tempe, Arizona 85281. If a shareholder proposal is introduced at
the 2010 Annual Meeting of Shareholders without any discussion of the proposal
in the Company’s proxy statement, and the shareholder does not notify the
Company on or before December 18, 2010, as required by SEC Rule 14(a)-4(c)(1),
of the intent to raise such proposal at the Annual Meeting of Shareholders, then
proxies received by the Company for the 2010 Annual Meeting will be voted by the
persons named in such proxies in their discretion with respect to such proposal.
Notice of such proposal is to be sent to the above address.
Shareholder Communications with Board of
Directors
The Company does not have formal procedures
for shareholder communications with the Board of Directors. However, any matter
intended for the Board of Directors or any Board Committee should be directed to
the Corporate Secretary of the Company at 131 South Clark Drive, Tempe, Arizona
85281, with a request to forward the same to the intended recipient. All
shareholder communications delivered to the Corporate Secretary of the Company
for forwarding to the Board of Directors or specified Board members will be
forwarded in accordance with the shareholder’s instructions.
41
HOUSEHOLDING OF PROXY MATERIALS
In December 2000, the Securities and Exchange
Commission adopted new rules that permit companies and intermediaries (i.e.,
brokers) to satisfy the delivery requirements for proxy statements with respect
to two or more security holders sharing the same address by delivering a single
proxy statement addressed to those security holders. This process, which is
commonly referred to as “householding,” potentially means extra convenience for
security holders and cost savings for companies.
If you are currently receiving multiple copies
of the Company’s Proxy Statement and Annual Report at your address and would
like to request householding of your communications, please contact your broker.
Once you have elected householding of your communications, householding will
continue until you are notified otherwise or until you revoke your consent. If,
at any time, you no longer wish to participate in householding, and would prefer
to receive a separate Proxy Statement and Annual Report, please notify your
broker if you own shares in street name, or direct your written request to
Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281, Attn:
Secretary if you are a shareholder of record. Shareholders currently
participating in householding may request additional copies of the Proxy
Statement and Annual Report by contacting the Company at (480)
967-5146.
| By Order of the Board of Directors: | |
 |
|
|
Bradley C.
Anderson, Secretary
|
Tempe, Arizona
February 1, 2010
February 1, 2010
42
APPENDIX A
2010 AMENDMENT
TO
AMTECH SYSTEMS, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(As Amended Effective July 8, 2005)
TO
AMTECH SYSTEMS, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(As Amended Effective July 8, 2005)
WHEREAS, Amtech Systems, Inc. (the “Company”)
maintains the Amtech Systems, Inc. Non-Employee Directors Stock Option Plan (the
“Plan”); and
WHEREAS, the Plan was amended
effective July 8, 2005; and
WHEREAS, Section 9 of the Plan
provides that the Plan may be amended from time to time; and
WHEREAS, the Company desires to
amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended,
effective as of the date the shareholders of the Company approve this amendment,
in the following respects:
| 1. | The introduction of the Plan is hereby amended by the addition of the following provision at the end thereof: | |
| The Plan is intended to fall within an exception to coverage under Section 409A of the Internal Revenue Code. | ||
| 2. | Section 1(f) of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| f. "Fair Market Value" shall mean, with respect to the date a given Option is granted or exercised, the value of the Common Stock determined by the Board in such manner as it may deem equitable for Plan purposes in accordance with applicable law, including Section 409A of the Internal Revenue Code; provided, however, that where there is a public market for the Common Stock, the Fair Market Value per Share shall be the closing price for a Share reported for the last trading day prior to such date by the NASDAQ Stock Market (or such other stock exchange or quotation system on which Shares are then listed or quoted) or, if no Shares are traded on the NASDAQ Stock Market (or such other stock exchange or quotation system) on the date in question, then for the next preceding date for which Shares traded on the NASDAQ Stock Market (or such other stock exchange or quotation system). | ||
| 3. | Section 2 of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| 2. Common Stock Subject to the Plan. Subject to increases and adjustments pursuant to Section 9 of the Plan, the number of Shares reserved and available for distribution under the Plan shall be Three Hundred Fifty Thousand (350,000). If an Option shall expire or become unexercisable for any reason without having been exercised in full, the unauthorized Shares covered by the Option shall, unless the Plan shall have terminated, be available for future grants of Options. The Company shall use its best efforts to provide that any Stock subject to the Option constitutes, or is equivalent to, “service recipient stock” within the meaning of Internal Revenue Code Section 409A. | ||
43
| 4. | Section 3(c) of the Plan is hereby amended by the addition of the following provision at the end thereof: | |
| Subject to Section 8, the Board shall not permit the repricing of any Option by any method, including by cancellation and reissuance. | ||
| 5. | Section 3 of the Plan is hereby further amended by the addition of a new subsection (f), to provide as follows: | |
| f. No Deferral Feature. No Option shall have any feature that would allow for the deferral of compensation (within the meaning of Internal Revenue Code Section 409A) other than the deferral of recognition of income until the later of the exercise or disposition of the Option or the time the shares of Stock acquired subject to the exercise of the Option first become substantially vested (as defined in Treasury Regulation section 1.83-3(b)). | ||
| 6. | The last sentence of Section 4 of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| No Option may be granted after __________, _______; provided, however, that the Plan and all outstanding Options shall remain in effect until such Options shall have been exercised, shall have expired or shall otherwise be terminated. | ||
| 7. | Section 13(c) of the Plan is hereby amended by the addition of the following provisions at the end thereof: | |
| Notwithstanding any other provision of the Plan, the tax treatment of awards under the Plan shall not be, and is not, warranted or guaranteed. Neither the Company, any subsidiary or affiliate, the Board, any committee thereof, nor any of their delegatees shall be held liable for any taxes, penalties, or other monetary amounts owed by an Optionee, his beneficiary, or other person as a result of the grant, modification, or amendment of an award hereunder or the adoption, modification, amendment, or administration of the Plan. | ||
*
* *
IN WITNESS WHEREOF, the Company has
caused this 2010 Amendment to be executed by its duly appointed officer on
this _________________ day of ______________________, 2010, effective as of
the date specified above.
AMTECH SYSTEMS,
INC.
| By: | |||
| Name: | |||
| Its: |
44
APPENDIX B
2010 AMENDMENT
TO
2007 EMPLOYEE STOCK INCENTIVE PLAN OF AMTECH SYSTEMS, INC.
TO
2007 EMPLOYEE STOCK INCENTIVE PLAN OF AMTECH SYSTEMS, INC.
WHEREAS, Amtech Systems, Inc. (the “Company”)
maintains the 2007 Employee Stock Incentive Plan of Amtech Systems, Inc. (the
“Plan”); and
WHEREAS, Section 12 of the Plan
provides that the Plan may be amended from time to time; and
WHEREAS, the Company desires to
amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended,
effective as of the date the shareholders of the Company approve this amendment,
in the following respects:
| 8. | The introduction of the Plan is hereby amended by the addition of the following provision at the end thereof: | |
| The Plan is intended to fall within an exception to coverage under Section 409A of the Internal Revenue Code. | ||
| 9. | Section 3.1 of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| 3.1. Aggregate Limits. The aggregate number of shares of the Company’s Common Stock, par value $0.01 per share (“Shares”), issued pursuant to all Awards granted under this Plan shall not exceed One Million Four Hundred Thousand (1,400,000). The aggregate number of Shares available for issuance under this Plan and the number of Shares subject to outstanding Awards shall be subject to adjustment as provided in Section 9. The Shares issued pursuant to this Plan may be Shares that either were reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares. | ||
| 10. | Section 3.2 of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| 3.2. Additional Limits. The aggregate number of Shares subject to Options granted under this Plan during any calendar year to any one Eligible Employee shall not exceed 250,000 (taking into account the number of shares associated with an Option granted and then cancelled during such calendar year). The aggregate number of Shares issued or issuable under all Awards granted under this Plan, other than Options, during any calendar year to any one Eligible Employee shall not exceed 250,000 (taking into account the number of shares associated with the Awards other than Options granted and then cancelled during such calendar year). The foregoing limitations of this Section 3.2 shall not apply to the extent that they are no longer required in order for compensation in connection with grants of Awards under this Plan to be treated as “performance-based compensation” under Code Section 162(m) and, if no longer required, a change in such limitation shall not be subject to stockholder approval as required under Section 12 hereof. The aggregate number of Shares that may be issued pursuant to the exercise of ISOs granted under this Plan shall not exceed 1,400,000, which number shall be calculated and adjusted pursuant to Section 3.3 and Section 9 only to the extent that such calculation or adjustment will not (i) require shareholder approval under Reg. § 1.422- 2(b)(3) or (ii) affect the status of any Option intended to qualify as an ISO under Code Section 422, or whether this Plan meets the requirements under Code Section 422(b)(1). | ||
45
| 11. | Section 6 of the Plan is hereby amended by the addition of a new subsection 6.7, to provide as follows: | |
| 6.7. No Deferral Feature. No Option shall have any feature that would allow for the deferral of compensation (within the meaning of Internal Revenue Code Section 409A) other than the deferral of recognition of income until the later of the exercise or disposition of the Option or the time the shares of Stock acquired subject to the exercise of the Option first become substantially vested (as defined in Treasury Regulation section 1.83-3(b)). | ||
| 12. | The last sentence of Section 16 of the Plan is hereby amended and restated in its entirety, to provide as follows: | |
| No Awards shall be granted pursuant to this Plan after __________, _______. | ||
*
* *
IN WITNESS WHEREOF, the Company has
caused this 2010 Amendment to be executed by its duly appointed officer on this
_________________day of ______________________, 2010, effective as of the date
specified above.
AMTECH SYSTEMS,
INC.
| By: | |||
| Name: | |||
| Its: |
46
Amtech Systems, Inc.
| Holder Account Number |
A. ITEMS OF BUSINESS
1. ELECTION OF DIRECTORS - The Board of Directors recommends a vote FOR the listed nominees as Directors.
1. ELECTION OF DIRECTORS - The Board of Directors recommends a vote FOR the listed nominees as Directors.
| For | Withhold | |||||
| 1. | Jong S. Whang | o | o | votes | ||
| 2. | Michael Garnreiter | o | o | votes | ||
| 3. | Alfred W. Giese | o | o | votes | ||
| 4. | Egbert Jan Geert Goudena | o | o | votes | ||
| 5. | Jeong Mo Hwang | o | o | votes | ||
| 6. | Robert F. King | o | o | votes |
o To specify a method of cumulative
voting, mark the box to the left with an “X” and write the number of shares you
wish to vote in favor of each nominee on the line next to such nominee’s name
above.
2. RATIFICATION OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010 - The Board of Directors recommends a vote FOR
the ratification of the appointment of Mayer Hoffman McCann P.C.
| For | Against | Abstain | ||
| o | o | o |
3. APPROVAL OF THE AMENDMENT TO THE COMPANY’S NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN - The Board of Directors recommends a vote FOR
the approval of the amendment to the Company’s Non-Employee Directors Stock
Option Plan.
| For | Against | Abstain | ||
| o | o | o |
4. APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2007 EMPLOYEE STOCK INCENTIVE
PLAN - The Board of Directors recommends a vote FOR
the approval of the amendment to the Company’s 2007 Employee Stock Incentive
Plan.
| For | Against | Abstain | ||
| o | o | o |
B. AUTHORIZED SIGNATURES
Sign here – This section must be completed for your instructions to be executed.
The undersigned agrees that the proxy holder is authorized to cumulate votes in the election of directors and to vote for less than all of the nominees.
Sign here – This section must be completed for your instructions to be executed.
The undersigned agrees that the proxy holder is authorized to cumulate votes in the election of directors and to vote for less than all of the nominees.
B-1
Please sign exactly
as your name appears on the front of this proxy card. When shares are held in
common or in joint tenancy, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person. Please return in the enclosed, postage-paid envelope.
| Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | Date (mm/dd/yyyy) | ||
| [____________________________________] | [_____________________________________] | [___/___/______] |
B-2
PROXY - AMTECH SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
OF AMTECH SYSTEMS, INC. FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
OF AMTECH SYSTEMS, INC. FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
The undersigned
shareholder of Amtech Systems, Inc., an Arizona corporation (the “Company”),
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders
dated February 1, 2010, and hereby appoints Jong S. Whang and Bradley C.
Anderson, and each or either of them, proxies and attorneys-in-fact, with full
power of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the Annual Meeting of Shareholders of AMTECH
SYSTEMS, INC. to be held at The Tempe Mission Palms Hotel, 60 East Fifth
Street, Tempe, Arizona 85281 USA, on Thursday, March 11, 2010, at 9:00 a.m.,
Arizona time, and at any adjournment(s) or postponement(s) thereof, and to vote
all shares of Common Stock that the undersigned would be entitled to vote if
then and there personally present, on the matters set forth on the reverse side.
This form of proxy
confers discretionary authority to cumulate votes with respect to the election
of directors. Unless you have specified on the proxy card how you want your
shares voted with respect to the election of directors, the proxy agents intend
to cumulatively vote all of the shares covered by the proxies solicited by this
proxy statement in favor of the number of nominees named in this proxy statement
as they may, in their discretion, determine is required to elect the maximum
number of nominees named in this proxy statement.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
NAMED ON THE REVERSE SIDE AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS
MAY COME BEFORE THE MEETING.
B-3