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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 11, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
Amtech Systems,
Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| Arizona | 000-11412 | 86-0411215 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 131 South Clark Drive, Tempe, Arizona | 85281 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code |
(480) 967-5146
|
|
Not applicable.
|
||
|
(Former
name or former address, if changed since last report.)
|
||
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see
General Instruction A.2.
below):
o Written communications pursuant to Rule 425
under Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of
Certain Officers.
Appointment of Fokko Pentinga as President of
the Company
On March 11, 2010,
the Board of Directors (the “Board”) of Amtech Systems, Inc. (the “Company”)
promoted Fokko Pentinga, age 55, appointing him as President of the Company.
Since December of 2008, Mr. Pentinga has served as Managing Director of Amtech
Europe, which is comprised of the Company’s two European subsidiaries, Tempress
Systems (“Tempress”) in Vaassen, the Netherlands, and R2D Automation (“R2D”)
near Montpellier, France. During that time Mr. Pentinga also served as General
Manager of Tempress (a position he has held for the past 15 years) and President
of R2D (a position he has held for the past 2 years). Mr. Pentinga has over 30
years of experience in the semiconductor and solar industries.
The Company’s press
release regarding the promotion of Mr. Pentinga is attached as Exhibit 99.1.
(e) Compensatory
Arrangements of Certain Officers.
Non-Employee Directors Stock Option Plan
Amendments
The Board previously
approved, subject to shareholder approval, amendments to the Company’s
Non-Employee Directors Stock Option Plan (the “Director Plan”) that would (1)
authorize 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, (2)
extend the plan termination date from July 8, 2015 to the date that is 10 years
after the effective date of the amendment to the Director Plan, and (3) make
certain other amendments, including amendments to the definition of “Fair Market
Value” and certain other changes in order to ensure the Director Plan complies
with Section 409A of the Internal Revenue Code and other applicable laws and
regulations. According to the results from the Company’s Annual Meeting of
Shareholders held on March 11, 2010 (the “Annual Meeting”), the Company’s
shareholders approved these amendments to the Director Plan. The foregoing
description of the amendments is qualified in its entirety by the text of the
amended version of the Director Plan, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
2007 Employee Stock Incentive Plan
Amendments
The Board previously
approved, subject to shareholder approval, amendments to the Company’s 2007
Employee Stock Incentive Plan (the “Employee Plan”), that would (1) authorize 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; (2) extend
the plan termination date from July 8, 2015 to the date that is ten years after
the effective date of the amendment to the Employee Plan, and (3) make certain
other amendments in order to ensure the plan complies with Section 409A of the
Internal Revenue Code and other applicable laws and regulations. According to the results from the Annual
Meeting, the Company’s shareholders approved these amendments to the Employee
Plan. The foregoing description of the amendments is qualified in its entirety
by the text of the amended version of the Employee Plan, which is filed as
Exhibit 10.2 hereto and incorporated herein by reference.
Employment Agreement with the Company’s Chief
Executive Officer, Jong S. Whang
On March 11, 2010,
the Board approved an Amended and Restated Employment Agreement (the “Employment
Agreement”) between the Company and Jong S. Whang, the Company’s Chief
Executive Officer. The term of the Employment Agreement is three (3) years,
which may be extended by the parties. Mr. Whang’s base salary shall be $350,000
(as determined by the Board and reported in December 2009), which shall be
reviewed and may be increased by the Compensation Committee (the “Compensation
Committee”) of the Board on an annual basis. Mr. Whang shall be eligible for
annual cash bonuses in accordance with the annual bonus plan adopted by the
Compensation Committee, restricted stock and stock option grants as
determined by the Compensation Committee. Additionally, Mr. Whang will be
provided a car allowance and life insurance.
In the event of termination of the Employment
Agreement for other than cause, Mr. Whang’s restricted stock
and stock options would vest. He would also receive payment of his salary, his
cash bonus and his accrued vacation through the date of such termination and a
lump sum severance payment consisting of: (a) his base salary for the greater of
2 years or the remainder of the initial 3 year term and (b) his maximum cash
bonus under the annual bonus plan. Mr. Whang would also earn 40% of his salary
in exchange for making himself available to serve on the board and to consult
with the Company.
The foregoing description is qualified in its
entirety by the text of the Employment Agreement, which is filed as Exhibit 10.3
hereto and incorporated herein by reference.
Amendment to the Change of Control Agreement
with the Company’s Chief Accounting Officer, Robert T. Hass
On March 11, 2010,
the Board approved an Amended and Restated Change of Control and Severance
Agreement (the “Change of Control Agreement”) between the Company and Robert T.
Hass, the Company’s Chief Accounting Officer. The amendment was made to conform
the terms of the Change of Control Agreement to the change of control provisions
contained in the employment agreements of the Company’s other executive
officers. In particular, the amendment provides for the vesting of Mr. Hass’s
restricted stock upon the occurrence of certain events. The foregoing
description is qualified in its entirety by the text of the Change of
Control Agreement, which is filed as Exhibit 10.4 hereto and incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual
Meeting, management Proposals 1, 2, 3 and 4 were approved. The Proposals below
are described in detail in the Company’s definitive proxy statement dated
January 29, 2010 for the Annual Meeting. For Proposal 1, only “FOR” votes were
counted for purposes of determining the six nominees who received a plurality of
the votes cast at the Annual Meeting. For Proposals 2, 3 and 4, only “FOR” and
“AGAINST” votes were counted for purposes of determining the votes received in
connection with each proposal. Therefore, broker non-votes and abstentions had
no effect on any of the Proposals.
The results are as
follows:
Proposal 1
The individuals
listed below received the highest number of affirmative votes of the outstanding
shares of the Company’s common stock present or represented by proxy and voting
at the Annual Meeting and were elected at the Annual Meeting to serve a one-year
term on the Board.
| For | Authority Withheld | |||
| Jong S. Whang | 4,564,887 | 139,445 | ||
| Michael Garnreiter | 4,204,799 | 499,533 | ||
| Alfred W. Giese | 4,522,177 | 182,155 | ||
| Egbert Jan Geert Goudena | 4,599,962 | 104,370 | ||
| Jeong Mo Hwang | 4,522,274 | 182,058 | ||
| Robert F. King | 4,521,739 | 182,593 |
Proposal 2
The management
proposal to ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s
independent registered public accounting firm for fiscal year 2010, as described
in the proxy materials. This Proposal was approved with approximately 99.89% of
the shares present or represented and voting at the Annual Meeting voting for
the Proposal and approximately 0.11% of the shares voting against the
Proposal.
| For | Against | Abstained | ||
| 6,852,857 | 8,020 | 19,950 |
Proposal 3
The management
proposal to amend the Director Plan, as described in the proxy materials. This
Proposal was approved with approximately 87.56% of the shares present or
represented and voting at the Annual Meeting voting for the Proposal and
approximately 12.44% of the shares voting against the Proposal.
| For | Against | Abstained | ||
| 4,066,844 | 577,808 | 59,680 |
Proposal 4
The management
proposal to amend the Employee Plan, as described in the proxy materials. This
Proposal was approved with approximately 75.77% of the shares present or
represented and voting at the Annual Meeting voting for the Proposal and
approximately 24.23% of the shares voting against the Proposal.
| For | Against | Abstained | ||
| 3,545,339 | 1,133,957 | 25,036 |
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
The following exhibits are furnished herewith:
The following exhibits are furnished herewith:
| Exhibit | ||
| Number | Description | |
| 10.1 | Amtech Systems, Inc. Non-Employee Directors Stock Option Plan, as amended through March 11, 2010. | |
| 10.2 | Amtech Systems, Inc. 2007 Employee Stock Incentive Plan, as amended through March 11, 2010. | |
| 10.3 |
Amended
and Restated Employment Agreement between the Company and Jong S.
Whang.
|
|
| 10.4 |
Amended
and Restated Change of Control and Severance Agreement betweent the
Company and Robert T. Hass.
|
|
| 99.1 | Press Release regarding the Appointment of Fokko Pentinga as President of Amtech Systems, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| AMTECH SYSTEMS, INC. | ||||
| Date: March 17, 2010 | By: | /s/ Bradley C. Anderson | ||
| Name: | Bradley C. Anderson | |||
| Title: | Vice President and Chief | |||
| Financial Officer | ||||