As filed with the Securities and Exchange Commission on October 2, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMTECH SYSTEMS, INC.
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Arizona 86-0411215
--------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
131 South Clark Drive, Tempe, Arizona 85281, (480) 967-5146
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Jong S. Whang Copy to:
President and Chief Executive Officer Gregory R. Hall , Esq.
AMTECH SYSTEMS, INC. SQUIRE, SANDERS & DEMPSEY, LLP
131 South Clark Drive 40 North Central Avenue, 27th Floor
Tempe, Arizona 85281 Phoenix, Arizona 85004
(480) 967-5146 (602) 528-4000
- ---------------------------------------
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent For Service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective Act amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be registered Registered (1) Price Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
Common Stock 572,300 $13.875 (2) $7,940,662.50 (2) $2,096.33
$.01 par value
Total: $2,096.33
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(1) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction. This number represents the number
of shares of common stock offered hereby and issuable upon conversion of
outstanding warrants, as more fully described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the average
of the high and low price of a share of common stock on September 25, 2000, as
reported by the NASDAQ Small Cap Market.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED
SUBJECT TO COMPLETION, DATED OCTOBER 2, 2000
572,300 shares of common stock of
Amtech Systems, Inc.
This prospectus relates to registering for resale, 60,000 shares of our
common stock sold to a selling shareholder in a private transaction in February
of 1994, 75,000 shares of our common stock issuable upon exercise of warrants
issued by Amtech to the selling shareholders under a financial consulting
agreement entered into as of July 1, 1997, and 383,000 shares of our common
stock, and 54,300 shares issuable upon exercise of warrants issued by Amtech to
the selling shareholders in a private placement completed in September of 2000.
We will not receive any proceeds from the sale of the shares. If all of the
warrants we issued to the selling shareholders are exercised, we will receive
$1,271,016 of the warrant exercise price.
Our common stock is quoted on the NASDAQ Small Cap Market under the symbol
ASYS. On September 28, 2000, the last sales price of our common stock as
reported on the NASDAQ Small Cap Market was $15.625.
These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the SEC or
any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 7.
The date of this prospectus is ________ __, 2000.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W. in Washington, D.C.,
20549, or in Chicago, Illinois or New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's Website at
"http://www.sec.gov."
Copies of publicly available documents that we have filed with the SEC can
also be inspected and copied at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
This prospectus is a part of the registration statement that we filed on
Form S-3 with the SEC. The registration statement contains more information than
this prospectus about us and our common stock, including exhibits and schedules.
You should refer to the registration statement for additional information about
us and the common stock being offered in this prospectus. Statements that we
make in this prospectus relating to any documents filed as an exhibit to the
registration statement or by any document incorporated by reference into the
registration statement may not be complete and you should review the referenced
document itself for a complete understanding of its terms.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the offering is
completed:
* Amtech's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as amended;
* Amtech's Quarterly Report on Form 10-Q for the quarter ended December
31, 1999;
* Amtech's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000,
* Amtech's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000,
* Amtech's definitive proxy statement for its Annual Meeting of
Shareholders held on February 25, 2000; and
* the description of Amtech's Common Stock contained in its Registration
Statement on Form 8-A filed with the Commission pursuant to Section
12(g) of the Exchange Act.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85281
Attn: Investor Relations (480) 967-5146
2
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement to this prospectus. We
have not authorized any person to provide you with different information. This
prospectus does not constitute an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement to this prospectus is accurate as of any
date other than the date on the front of the document.
We have not authorized any person to provide you with information different
from that contained or incorporated by reference in this prospectus. The selling
shareholders are offering to sell, and seeking offers to buy, shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.
You should read the following summary together with the more detailed
information in other sections of this prospectus. You should also carefully
consider the factors described under Risk Factors at page 7 of this prospectus.
Throughout this prospectus, we refer to Amtech Systems, Inc. as Amtech, we, our,
ours, and us.
3
PROSPECTUS SUMMARY
We were incorporated in Arizona in October 1981, under the name Quartz
Engineering & Materials, Inc. The name of the company was changed to Amtech
Systems, Inc. in 1987. We also conduct operations through two wholly owned
subsidiaries, Tempress Systems, Inc., a Texas corporation with all its
operations in the Netherlands, and P.R. Hoffman Machine Products, Inc., an
Arizona corporation, with all of its operations in Carlisle, Pennsylvania.
Our initial business was the manufacture of quartzware implements for use
by manufacturers of semiconductor chips. Since 1987, we have been engaged in the
manufacture and marketing of several items of capital equipment used by
customers in the manufacture of semiconductors. We manufacture and sell
horizontal and conveyor diffusion furnaces through Tempress Systems. In
addition, we manufacture and sell a Processing/Robotic product line, including,
Atmoscan(R), IBAL and load stations, that is designed to:
* enable customers to increase the degree of control over their
semiconductor chip manufacturing environment,
* reduce exposure to contaminants by limiting human contact during the
manufacturing process,
* and improve employee safety.
In fiscal 1994, we added research and product development of new
technologies to our on-going development of new products and product
improvements based on existing technologies. From fiscal 1994 through the end of
fiscal 1998, the new technology under investigation consisted of photo-assisted
CVD (chemical vapor deposition) research conducted by and in conjunction with
the University of California at Santa Cruz. In this regard, the University of
California at Santa Cruz studied several generations of higher intensity light
sources, none of which have yielded results that would enable us to produce a
commercially viable product. While this research was partially successful, it
was suspended indefinitely effective September 30, 1998, until such time as
reliable higher intensity lamps are available and success appears more probable.
In fiscal 1995, we began the complementary business of producing and
selling horizontal diffusion furnaces for use in semiconductor fabrication,
through Tempress Systems. In fiscal 1998, through Tempress Systems, we began
producing and selling conveyor diffusion furnaces for use in precision thermal
processing of electronic parts. Tempress Systems conducts all of its operation
in the Netherlands.
In July 1997, we acquired substantially all of the assets of P.R. Hoffman
Machine Products Corporation. As a result of this acquisition we began
developing, manufacturing, marketing and selling double sided precision lapping
and polishing machines, replacement parts and related products including
carriers and semiconductor polishing templates all through our wholly owned
subsidiary, P.R. Hoffman Machine Products, Inc. These products are high
throughput precision surface processing systems used in the manufacture of
semiconductor wafers, precision optics and other thin wafer materials, such as
computer disk media and ceramic components for wireless communication devices.
In the fourth quarter of fiscal 1997, we began offering manufacturing
support services to one of our Texas-based customers. These services consist of
wet and dry cleaning of semiconductor machine processing parts. We intend to
offer manufacturing support services to other customers and third parties as
such opportunities become available.
Beginning in fiscal 1999, we began research on a new technology asher. In
November 1999, we announced a joint product development agreement with PSK Tech,
Inc. to develop a new technology ashing machine using our damage-free technology
and PSK Tech's expertise in the design of ashers and asher processes.
Our principal executive offices are located at 131 South Clark Drive,
Tempe, Arizona 85281 and our telephone number is (480) 967-5146.
4
THE OFFERING
Securities Offered by the A total of 572,300 shares of common stock
Selling Shareholders ............ are covered by this prospectus. These
shares represent
* 60,000 shares sold to a selling
shareholder in a private transaction
in 1994;
* 75,000 shares issuable upon the
exercise of outstanding warrants held
by the selling shareholders that were
issued pursuant to a financial
consulting agreement dated as of
July 1, 1997, and
* 383,000 shares, and 54,300 shares
issuable upon exercise of warrants (of
which, 16,000 were issued to a
placement agent), all issued in a
private placement pursuant to a Stock
and Warrant Purchase Agreement, dated
as of September 8, 2000.
A description of the terms of the warrants
is included in this prospectus under the
caption Description of Securities.
Common Stock Outstanding
as of September 29, 2000 ....... 2,571,808
Use of Proceeds ................ We will not receive any of the proceeds of
sales of common stock by the selling
shareholders. We will receive up to
$1,271,016 from the exercise, if any, of the
warrants. See Use of Proceeds.
Risk Factors ................... The shares of common stock offered hereby
involve a high degree of risk. See Risk
Factors on page 7.
NASDAQ Small Cap Market
Symbol ......................... ASYS
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FORWARD LOOKING STATEMENTS
THROUGHOUT THIS PROSPECTUS AND THE OTHER DOCUMENTS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS WE MAKE CERTAIN "FORWARD-LOOKING" STATEMENTS (AS
SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995).
THESE ARE STATEMENTS ABOUT FUTURE EVENTS, RESULTS OF OPERATION, BUSINESS PLANS
AND OTHER MATTERS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD
LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR
"ANTICIPATES," OR THE NEGATIVE THEREOF OR OTHER WRITTEN VARIATIONS THEREOF OR
COMPARABLE TERMINOLOGY. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
PROSPECTUS ARE BASED ON CURRENT EXPECTATIONS THAT INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES INCLUDING THOSE SET FORTH BELOW UNDER "RISK FACTORS. IN LIGHT OF
THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING INFORMATION
INCLUDED IN THIS PROSPECTUS, THAT FORWARD LOOKING INFORMATION SHOULD NOT BE
REGARDED AS A REPRESENTATION BY US, OR ANY OTHER PERSON, THAT OUR OBJECTIVES OR
PLANS WILL BE ACHIEVED. WE HAVE NO OBLIGATION TO UPDATE THE FORWARD-LOOKING
STATEMENTS MADE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN.
RISK FACTORS
BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK BEING OFFERED BY THIS
PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS WE HAVE
DESCRIBED IN THIS SECTION.
IF THE DEMAND FOR HORIZONTAL DIFFUSION FURNACES AND EQUIPMENT USED IN
CONJUNCTION WITH SUCH FURNACES DECLINES, WHICH ACCOUNT FOR MORE THAN ONE-HALF OF
CONSOLIDATED REVENUE, OUR REVENUES MAY DECREASE AND OUR BUSINESS OPERATIONS AND
FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.
The revenue of our semiconductor production equipment segment, which
accounts for more than one-half of consolidated revenues, is comprised of
horizontal diffusion furnaces and our Processing/Robotic product line. Our
Processing/Robot product line is useable only with horizontal diffusion
furnaces. There is a trend in the semiconductor industry, related to the trend
to produce smaller chips, toward the use in semiconductor manufacturing
facilities of newer technology, such as vertical diffusion furnaces. Vertical
diffusion furnaces are more efficient to use than the horizontal diffusion
furnaces in certain manufacturing processes of smaller chips on larger wafers.
Because of this trend, we had expected that demand for our horizontal diffusion
furnaces would decline. We believe this trend has not adversely affected us yet
primarily because:
* we have received significant orders for our horizontal diffusion
furnaces from optical component manufacturers, a new market for us;
* we have experienced increased demand from manufacturers that do not
require the more expensive vertical furnaces, such as from
manufacturers of wireless communication chips and micro-controllers
used in a number of consumer applications; and
* we believe that because of improvements in automation for horizontal
diffusion furnaces, such as our robotic product line, horizontal
diffusion furnaces may be becoming a more favorable alternative to the
vertical furnaces than they previously had been.
However, to the extent that the trend to use vertical diffusion furnaces over
horizontal diffusion furnaces continues, our revenues may decline and our
ability to generate income may be adversely affected.
6
THE VOLATILITY OF THE SEMICONDUCTOR EQUIPMENT INDUSTRY CAN NEGATIVELY IMPACT OUR
OPERATIONS AND OUR ABILITY TO EFFICIENTLY BUDGET OUR EXPENSES, WHICH CAN HAVE AN
ADVERSE AFFECT ON OUR RESULTS OF OPERATIONS.
The semiconductor equipment industry is highly cyclical. The purchasing
decisions of our customers are highly dependent on the economies of both their
domestic markets and the semiconductor industry worldwide. The timing, length
and severity of the up-and-down cycles in the semiconductor equipment industry
are difficult to predict. For example, demand for our products increased in
fiscal 1998 compared to fiscal 1997, but decreased in fiscal 1999, primarily as
a result of widespread economic difficulties experienced in Japan and other
parts of the Asia Pacific region. This cyclical nature of our marketplace
affects our ability to accurately budget our expense levels, which are based in
part on our projections of future revenues.
When cyclical fluctuations result in lower than expected revenue levels,
operating results may be adversely affected and cost reduction measures may be
necessary in order for us to remain competitive and financially sound. For
example, during the fourth quarter of fiscal 1998 and the first quarter of
fiscal 1999, we implemented a cost reduction plan that required lay-offs within
certain operations. During a down cycle we must be in a position to adjust our
cost and expense structure to the prevailing market condition and to continue to
motivate and retain our key employees. In addition, during periods of rapid
growth, we must be able to increase manufacturing capacity and personnel to meet
customer demand. We can provide no assurance that these objectives can be met in
a timely manner in response to industry cycles. If we fail to respond to
industry cycles, our business could be seriously harmed.
During the most recent down cycle, the semiconductor industry experienced
excess production capacity that caused semiconductor manufacturers to decrease
capital spending. We do not have long-term volume production contracts with our
customers and we do not control the timing or volume of orders placed by our
customers. Whether and to what extent our customers place orders for any
specific products and the mix and quantities of products included in those
orders are factors beyond our control. Insufficient orders will result in
under-utilization of our manufacturing facilities and infrastructure and will
negatively affect our operating results and financial condition.
WE ARE DEPENDENT ON THE ACTIVE PARTICIPATION OF MR. JONG S. WHANG, THE PRESIDENT
AND CHIEF EXECUTIVE OFFICER, FOR BUSINESS DEVELOPMENT, AND IMPORTANT BUSINESS
RELATIONSHIPS, AND THE LOSS OF HIS SERVICES WOULD MATERIALLY AND ADVERSELY
AFFECT OUR BUSINESS AND FUTURE PROSPECTS.
Amtech is the beneficiary of a life insurance policy on the life of Mr.
Whang in the amount of $1,000,000, but there is no assurance that such amount
will be sufficient to cover the cost of finding and hiring a suitable
replacement for Mr. Whang. It may not be feasible for any successor to maintain
the same relationships that Mr. Whang has established. If we were to lose the
services of Mr. Whang for any reason, it could have a material adverse affect on
our business.
In addition, historically, our product development has been accomplished
through cooperative efforts with two key customers. Our relationship with one of
these customers as well as with our joint development partner for the new
technology asher, are substantially dependent on the personal relations
established by Mr. Whang. While there can be no assurance that such
relationships will continue, such cooperation is expected to continue to be a
significant element in our future development efforts.
7
WE RELY ON KEY PERSONNEL FOR PRODUCT DEVELOPMENT AND SALES, AND ANY LOSS OF OUR
KEY PERSONNEL TO COMPETITORS OR OTHER INDUSTRIES COULD DRAMATICALLY IMPACT OUR
ABILITY TO CONTINUE OPERATIONS.
We depend to a great extent on the management efforts of our officers and
other key personnel and on the ability to attract new key personnel and retain
existing key personnel. Most of our products, other than the Atmoscan(R) and
products acquired in the P.R. Hoffman acquisition, were developed by our own
personnel. We presently employ three engineers, including one with a Ph.D., and
one in the sales department, and six technicians at our Tempe, Arizona plant. We
presently employ eight engineers, one with a Ph.D., and seven technicians in our
Netherlands operation. These employees design and support the horizontal
diffusion furnace and conveyor furnace product lines manufactured in the
Netherlands and the related Process/Robotic products manufactured in Tempe. Two
engineers and one technician are employed in our Carlisle, Pennsylvania
operation. They design wafer lapping machines and carriers to meet customers'
processing requirements. Competition is intense for highly skilled employees.
There can be no assurance that we will be successful in attracting and retaining
such personnel or that we can avoid increased costs in order to do so. There can
be no assurance that employees will not leave Amtech or compete against us. Our
failure to attract additional qualified employees or to retain the services of
key personnel could negatively impact our operating results and financial
condition.
THE TECHNOLOGY WE USE IN OUR PRODUCTS IS CHANGING RAPIDLY AND WE MAY NOT BE ABLE
TO TAKE ADVANTAGE OF THESE CHANGES.
Success in the semiconductor equipment industry depends, in part, on
continual improvement of existing technologies and rapid innovation of new
solutions. For example, the semiconductor industry continues to shrink the size
of semiconductor devices. These and other evolving customer needs require us to
respond with continued development programs.
Technical innovations are inherently complex and require long development
cycles and appropriate professional staffing. Our future business success
depends on our ability to develop and introduce new products that successfully
address changing customer needs, win market acceptance of these new products and
manufacture these new products in a timely and cost-effective manner. If we do
not develop and introduce new products and technologies in a timely manner in
response to changing market conditions or customer requirements, our business
could be seriously harmed. In this environment, we must continue to make
investments in research and development in order to enhance the performance and
functionality of our products, to keep pace with competitive products and to
satisfy customer demands for improved performance, features and functionality.
There can be no assurance that revenues from future products or product
enhancements will be sufficient to recover the development costs associated with
such products or enhancements or that we will be able to secure the financial
resources necessary to fund future development. Research and development costs
typically are incurred before we confirm the technical feasibility and
commercial viability of a product, and not all development activities result in
commercially viable products. In addition, we cannot ensure that these products
or enhancements will receive market acceptance or that we will be able to sell
these products at prices that are favorable to us. Our business could be
seriously harmed if we are unable to sell our products at favorable prices or if
our products are not accepted by the market in which we operate.
OUR CURRENT CAPITALIZATION COULD DELAY, DEFER OR PREVENT A CHANGE OF CONTROL.
We are authorized to issue up to 100,000,000 shares of common stock and up
to 100,000,000 shares of preferred stock. As of September 29, 2000, there were
2,571,808 shares outstanding. Authorized but unissued common stock may be issued
for such consideration as the board of directors determines to be adequate. The
board of directors may issue preferred stock with such rights and preferences as
they determine, without shareholder vote. Although we do not currently intend to
8
issue any shares of our preferred stock there can be no assurance that we will
not do so in the future. Shareholders may or may not be given the opportunity to
vote thereon, depending upon the nature of any such transactions, applicable
law, the rules and policies of the national securities exchange on which the
common stock is then trading, if any, and the judgment of the board of
directors. Shareholders have no preemptive rights to subscribe for newly issued
shares of our capital stock.
On May 17, 1999, we declared a dividend distribution of one preferred share
purchase right for each outstanding share of common stock. The dividend was
payable on June 9, 1999, to stockholders of record as of the close of business
on that date. Each right entitles the registered holder to purchase one
one-hundredth of a share of Series A Participating Preferred Stock, subject to
adjustment, at a price of $8.50 per one one-hundredth of a share of Preferred
Stock, subject to adjustment. The rights issuance was adopted as protection
against a takeover by a third party.
Having the outstanding rights, and a substantial number of authorized and
unreserved shares of common stock and preferred stock could have the effect of
making it more difficult for a third party to acquire a majority of our
outstanding voting stock. Management could use the additional shares to resist a
takeover effort even if the terms of the takeover offer are favored by a
majority of the independent shareholders. This could delay, defer, or prevent a
change in control.
WE ARE DEPENDENT ON THE USE OF INTELLECTUAL PROPERTY RIGHTS, WHICH ARE EXPENSIVE
TO OBTAIN, AND MAINTAIN, AND WE ARE EXPOSED TO THE RISK THAT THIRD PARTIES MAY
VIOLATE OUR PROPRIETARY RIGHTS OR ACCUSE US OF INFRINGING UPON THEIR PROPRIETARY
RIGHTS, WHICH COULD RESULT IN LOSS OF THE VALUE OF SOME OF OUR INTELLECTUAL
PROPERTY OR COSTLY LITIGATION.
Our success is dependent in part on our technology and other proprietary
rights. We own various United States and international patents and have
additional pending patent applications relating to some of our products and
technologies. The process of seeking patent protection is lengthy and expensive,
and we cannot be certain that pending or future applications will actually
result in issued patents, or that, issued patents will be of sufficient scope or
strength to provide meaningful protection or commercial advantage to us. Other
companies and individuals, including our larger competitors, may develop
technologies that are similar or superior to our technology or design around the
patents we own. We also maintain trademarks on certain of our products and claim
copyright protection for certain proprietary software and documentation.
However, we can give no assurance that our trademarks and copyrights will be
upheld or successfully deter infringement by third parties.
While patent, copyright and trademark protection for our intellectual
property is important, we believe our future success in highly dynamic markets
is most dependent upon the technical competence and creative skills of our
personnel. We attempt to protect our trade secrets and other proprietary
information through agreements with our customers, suppliers, employees and
consultants and through other security measures. We also rely on trade secret
protection for our technology, in part through confidentiality agreements with
our employees, consultants and third parties. We also maintain exclusive and
non-exclusive licenses with third parties for the technology used in certain
products. However, these employees, consultants and third parties may breach
these agreements, and we may not have adequate remedies for wrongdoing. In
addition, the laws of certain territories in which we develop, manufacture or
sell our products may not protect our intellectual property rights to the same
extent as do the laws of the United States.
As is typical in the semiconductor equipment industry, from time to time we
have received communications from other parties asserting the existence of
patent rights or other intellectual property rights which they believe cover
certain of our products, processes, technologies or information. In such cases,
we evaluate our position and consider the available alternatives, which may
include seeking licenses to use the technology in question on commercially
9
reasonable terms or defending our position. Based on industry practice and prior
experience, we believe that licenses or other rights, if necessary, will be
available on commercially reasonable terms for existing or future claims.
Nevertheless, we cannot ensure that licenses can be obtained, or if obtained
will be on acceptable terms or that litigation or other administrative
proceedings will not occur. Defending our intellectual property rights through
litigation could be very costly. If we are not able to negotiate the necessary
licenses on commercially reasonable terms or successfully defend our position,
our financial condition and results of operations could be materially and
adversely affected.
OUR RELIANCE ON SALES TO A FEW MAJOR CUSTOMERS AND GRANTING CREDIT TO THOSE
CUSTOMER PLACES US AT FINANCIAL RISK.
Receivables from one of our customers comprised 16% of accounts receivable
at September 30, 1999. Receivables from three customers comprised 43% of
accounts receivable at September 30, 1998, representing a concentration of
credit risk. Reliance on such a concentration of our receivables on such a small
number of customers places us at risk. If any one or more of our major customers
is unable to pay us it could adversely affect our financial condition.
OUR BUSINESS MIGHT BE ADVERSELY AFFECTED BY OUR DEPENDENCE ON FOREIGN BUSINESS.
During our most recent fiscal year, ended on September 30, 1999, 41% of our
sales were made to customers outside the United States as follows:
* Asia (including Singapore, Indonesia, Malaysia and India) - 5%
* Europe (including Israel and Africa) - 29%
* Australia - 7%
Because of our significant dependence on international revenues, our
operating results could be negatively affected by a continued or additional
decline in the economies of any of the countries or regions in which we do
business. Each region in the global semiconductor equipment market exhibits
unique characteristics that can cause capital equipment investment patterns to
vary significantly from period to period. Periodic local or international
economic downturns, trade balance issues, political instability and fluctuations
in interest and currency exchange rates could negatively affect our business and
results of operations.
Foreign sales are expected to increase significantly because of our
expansion of horizontal diffusion business in Europe as a result of the new
optical component market for certain of our products. We recorded charges of
$98,000 and $93,000 to shareholders' equity for the first three quarters of
Fiscal 2000 and for Fiscal 1999, respectively, as a result of foreign currency
translation adjustments. We also had losses from foreign currency transactions
of $83,000 in fiscal 1999. While our business has not been materially affected
in the past by foreign business, there is a risk that it may be materially
adversely affected in the future. Such risk includes possible losses on account
of currency exchange rate fluctuations, possible future prohibitions against
repatriation of earnings, or proceeds from disposition of investments, and from
possible social and military instability in the case of India, South Korea,
Taiwan and possibly elsewhere. Our wholly owned subsidiary, Tempress Systems,
has conducted its operations in the Netherlands since fiscal 1995. As a result,
such operations are subject to the taxation policies, employment and labor laws,
transportation regulations, import and export regulations and tariffs, foreign
exchange restrictions, international monetary fluctuations, and other political,
economic and legal policies of that nation, the European Economic Union and the
other European nations in which it conducts business. Consequently, we might
encounter unforeseen or unfamiliar difficulties in conducting our European
10
operations. Changes in such laws and regulations may have a material adverse
effect on our revenue and costs.
THE SEMICONDUCTOR EQUIPMENT INDUSTRY IS COMPETITIVE AND WE ARE RELATIVELY SMALL
IN SIZE AND HAVE FEWER RESOURCES IN COMPARISON WITH OUR COMPETITORS.
Our industry includes large manufacturers with substantial resources to
support customers worldwide. Our future performance depends, in part, upon our
ability to continue to compete successfully worldwide. Some of our competitors
are diversified companies with greater financial resources and more extensive
research, engineering, manufacturing, marketing and customer service and support
capabilities than we can provide. We face competition from companies whose
strategy is to provide a broad array of products, some of which compete with the
products and services that we offer. These competitors may bundle their products
in a manner that may discourage customers from purchasing our products. In
addition, we face competition from smaller emerging semiconductor equipment
companies whose strategy is to provide a portion of the products and services
that we offer, using innovative technology to sell products into specialized
markets. Loss of competitive position could impair our prices, customer orders,
revenues, gross margins, and market share, any of which would negatively affect
our operating results and financial condition. Our failure to compete
successfully with these other companies would seriously harm our business. There
is risk that larger, better-financed competitors will develop and market more
advanced products than those that we currently offer, or that competitors with
greater financial resources may decrease prices thereby putting us under
financial pressure. The occurrence of any of these events could have a negative
impact on our revenues.
ALTHOUGH ONLY 5% OF OUR REVENUES WERE GENERATED FROM SALES IN ASIA IN FISCAL
1999, IF THE HEALTH OF THE ASIAN ECONOMIES DO NOT CONTINUE TO IMPROVE,
ACHIEVEMENT OF OUR GOALS FOR AGGRESSIVE GROWTH COULD BE ADVERSELY AFFECTED.
In the past we have at times generated a significant portion of our revenue
from customers in Asia (SEE Risk Factor - "Our business might be adversely
affected by our dependence on foreign business."). Although Asian economies have
stabilized to some degree since early to mid-fiscal 1998, Amtech remains
cautious about general macroeconomic developments in Asia, particularly in Japan
and Taiwan. The economies of Japan and Taiwan are important to the overall
financial health of the Asian region and, if they do not continue to improve,
the economies of other countries, particularly those in Asia, could also be
negatively affected. Negative economic developments in Asia could have a
material adverse effect on our ability to reach our aggressive goals for growth.
IF WE MAKE ADDITIONAL ACQUISITIONS IT COULD RESULT IN AN INCREASE IN OUR COSTS
OF OPERATIONS, DIVERT MANAGEMENT'S ATTENTION AWAY FROM OTHER OPERATIONAL
MATTERS, AND EXPOSE US TO OTHER RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS.
We are currently evaluating potential acquisitions. We might make
acquisitions of, or significant investments in, other businesses with
synergistic products, services and technologies. Acquisitions involve numerous
risks, including, but not limited to:
* difficulties and increased costs in connection with integration of the
personnel, operations, technologies and products of acquired
companies;
* diversion of management's attention from other operational matters;
* the potential loss of key employees of acquired companies;
11
* lack of synergy, or inability to realize expected synergies, resulting
from the acquisition;
* the risk that the issuance of Amtech common stock in an acquisition or
merger could be dilutive to Amtech stockholders if anticipated
synergies are not realized; and
* acquired assets becoming impaired as a result of technological
advancements or worse-than-expected performance of the acquired
company.
IF OUR CRITICAL SUPPLIERS FAIL TO DELIVER SUFFICIENT QUANTITIES OF PRODUCT IN A
TIMELY AND COST-EFFECTIVE MANNER IT COULD NEGATIVELY AFFECT OUR BUSINESS.
We use a wide range of materials and services in the production of our
products including custom electronic and mechanical components, and we use
numerous suppliers to supply materials. We generally do not have guaranteed
supply arrangements with our suppliers. Because of the variability and
uniqueness of customers' orders, we do not maintain an extensive inventory of
materials for manufacturing. Key suppliers include two steel mills capable of
holding the type and tolerances that we require, an injection molder that
provides plastic insets for steel carriers, an adhesive manufacturer that
supplies the critical glue used in the production of the semiconductor polishing
templates, and a pad supplier that produces a unique material used to attach
semiconductor wafers to the polishing template. We also rely on third parties
for laser cutting, machined parts, steel frames and metal panels and other
components used particularly in the assembly of semiconductor production
equipment.
Although we make reasonable efforts to ensure that parts are available from
multiple suppliers, this is not always possible; accordingly, some key parts are
being procured from a single supplier or a limited group of suppliers. The
semiconductor industry's recent increase in demand for capital equipment has
resulted in longer lead-times for many important system components, which could
cause delays in meeting shipments to our customers. Because the selling price of
some systems exceeds $1 million, the delay in the shipment of even a single
system could cause significant variation in quarterly revenue, operating results
and the market value of our stock. We have sought, and will continue to seek, to
minimize the risk of production and service interruptions and shortages of key
parts by:
* selecting and qualifying alternative suppliers for key parts;
* monitoring the financial stability of key suppliers; and
* maintaining appropriate inventories of key parts.
There can be no assurance that results of operations will not be materially and
adversely affected if, in the future, we do not receive in a timely and
cost-effective manner a sufficient quantity of parts to meet our production
requirements.
WE MIGHT REQUIRE ADDITIONAL FINANCING TO EXPAND OUR OPERATIONS.
On September 13, 2000, we issued 383,000 shares of common stock, and
warrants to purchase an aggregate of up to 38,300 shares of common stock, in a
private placement pursuant to a Stock and Warrant Purchase Agreement. See
"RECENT EVENTS". Net proceeds to the company, after deducting fees of the
placement agents, but before deduction of legal, accounting and registration
fees were $4,690,000. The proceeds will be used to fund the company's growth
initiatives. While we believe that revenues generated from our operations, as
well as the proceeds received from this private placement, are sufficient to
provide adequate working capital for the foreseeable future and for a limited
number of growth initiatives, additional financing is expected to be required
for further implementation of our plans for expansion. There is no assurance
that any additional financing will be available if and when required, or, even
12
if available, that it would not materially dilute the ownership percentage of
the then existing shareholders.
IF OUR SECURITIES BECOME INELIGIBLE FOR TRADING ON THE NASDAQ SYSTEM, THEY MIGHT
BE SUBJECT TO RULE 15g-9 OF THE SECURITIES EXCHANGE ACT OF 1934, WHICH IMPOSES
ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKER-DEALERS WHO SELL SUCH
SECURITIES TO PERSONS OTHER THAN ESTABLISHED CUSTOMERS AND ACCREDITED INVESTORS.
While our common stock is now included on the Nasdaq SmallCap Market,
continued inclusion will depend on our ability to meet certain eligibility
requirements established for the Nasdaq SmallCap Market. Loss of Nasdaq
eligibility could result if we sustain material operating losses or if the
market price of our common stock falls below $1.00 per share. For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written consent to
the transaction prior to the sale. The rule may adversely affect the ability of
broker-dealers to sell our securities, and consequently may limit the public
market for and the trading price of our common stock.
SELLING SHAREHOLDERS
In February of 1994, Alvin Katz purchased 60,000 shares of common stock
from Jong S. Whang, our current President and Chief Executive Officer, in a
private transaction. As part of that transaction, Mr. Katz succeeded to certain
registration rights. Those registration rights have since terminated, however,
our board of directors has determined to include registration of Mr. Katz's
shares. We are registering these shares in order to permit Mr. Katz to offer the
60,000 shares of common stock.
On July 1, 1997, we issued warrants to purchase an aggregate of up to
150,000 shares of common stock (on a pre-split basis) to the selling
shareholders under seven separate Warrants to Purchase Common Stock
certificates, relating to the acquisition of certain assets of P.R. Hoffman
Machine Products Corporation. These warrants were initially exercisable at a
price per share of $3.00. On March 15, 1999, we conducted a 1 for 2 reverse
stock split. As a result, the warrants were automatically adjusted so that they
are now, in the aggregate, exercisable for up to 75,000 shares at an exercise
price of $6.00 per share.
In addition, in September of 2000, we issued 383,000 shares of common
stock, and warrants to purchase an aggregate of up to 54,300 shares of common
stock to the selling shareholders. Of the 54,300 shares issuable upon exercise
of warrants, 16,000 were issued to a private placement agent. The shares and the
warrants were issued pursuant to a Stock and Warrant Purchase Agreement, dated
as of September 8, 2000, and related Warrants to Purchase Common Stock, dated as
of September 8, 2000. These warrants are exercisable at a price per share of
$15.12.
13
We are registering shares in order to permit the selling shareholders to
offer the 383,000 shares of common stock issued pursuant to the Stock and
Warrant Purchase Agreement, as well as the 75,000 shares issuable upon exercise
of the warrants dated as of July 1, 1997 and the 54,300 shares issuable upon
exercise of the warrants dated as of September 8, 2000.
The following table provides information as of September 28, 2000, with
respect to the common stock beneficially owned by the selling shareholders. For
purposes of the information set forth in this table we assume that all of the
warrants are exercised. We believe that the selling shareholders each have sole
voting and investment power with respect to their respective shares of common
stock set forth opposite their names.
Number of Shares Number of Shares
Owned Prior to Number of Shares Owned After the Percentage
Name the Offering being Offered Offering Ownership
---- ------------ ------------- -------- ---------
Steven N. Bronson -0- 45,450 (1) -- **
James S. Cassel and Mindy Cassel, TBE -0- 23,100 (1) -- **
Bruce C. Barber -0- 1,650 (1) -- **
Eric R. Elliot -0- 1,650 (1) -- **
Barry J. Booth -0- 1,650 (1) -- **
Barry E. Steiner -0- 750 (1) -- **
Scott E. Salpeter -0- 750 (1) -- **
Gryphon Partners, L.P. 25,000 27,500 (2) * -- **
Scout Mountain LP 10,000 11,000 (3) * -- **
Scout Capital Partners, LP 40,000 44,000 (4) * -- **
Lancaster Investment Partners, LP 40,000 44,000 (5) * -- **
Robert A. Berlacher 18,000 19,800 (6) * -- **
North Olmsted Partners, LP 100,000 110,000 (7) * -- **
Strong River Investments, Inc. 72,700 79,970 (8) * -- **
Bay Harbor Investments, Inc. 36,300 39,022 (9) * -- **
Managed Risk Trading, LP 29,000 31,535 (10) * -- **
Redwood Partners LLC 7,200 7,830 (11) * -- **
VFT Special Ventures, LP 4,800 5,280 (12) * -- **
RAM Capital Resources, LLC -0- 1,363 (13) * -- **
Wharton Capital Partners -0- 10,000 (13) * -- **
Broadband Capital Management -0- 6,000 (13) * -- **
Alvin Katz++ 70,000 60,000 10,000 **
- ----------
(1) Represents shares issuable upon exercise of warrants. Each warrant is
currently exercisable to purchase one share of common stock at an exercise
price of $6.00 per share, subject to adjustment. The warrants are
exercisable until July 1, 2002.
(2) Of this number, 2,500 are issuable upon exercise of warrants.
(3) Of this number, 1,000 are issuable upon exercise of warrants.
(4) Of this number, 4,000 are issuable upon exercise of warrants.
(5) Of this number, 4,000 are issuable upon exercise of warrants
(6) Of this number, 1,800 are issuable upon exercise of warrants.
(7) Of this number, 10,000 are issuable upon exercise of warrants
(8) Of this number, 7,270 are issuable upon exercise of warrants.
(9) Of this number, 2,722 are issuable upon exercise of warrants
(10) Of this number, 2,535 are issuable upon exercise of warrants.
(11) Of this number, 630 are issuable upon exercise of warrants.
(12) Of this number, 480 are issuable upon exercise of warrants
(13) All issuable upon exercise of warrants.
* Of the number of shares represented by warrants, each warrant is currently
exercisable to purchase one share of common stock at an exercise price of
$15.12 per share, subject to adjustment. The warrants are exercisable until
September 8, 2005.
** This represents less than 1% of the outstanding common stock, assuming all
warrants are exercised and all shares offered are sold.
++ Alvin Katz has been a Director of Amtech since May 1, 1995.
14
DESCRIPTION OF SECURITIES
COMMON STOCK. We are authorized to issue 100,000,000 shares of common
stock, $0.01 par value. Each outstanding share of common stock is entitled to
one vote in all matters for which stockholders are entitled to vote. Shares of
common stock do not have preemptive rights.
PREFERRED STOCK. We are authorized to issue 100,000,000 shares of preferred
stock. No shares of preferred stock are outstanding and the terms of the
preferred stock have not been specified.
WARRANTS. On July 1, 1997, we issued warrants to purchase an aggregate of
up to 150,000 shares of common stock under seven separate Warrants to Purchase
Common Stock certificates, relating to the acquisition of certain assets of P.R.
Hoffman Machine Products Corporation. These warrants were initially exercisable
at a price per share of $3.00. On March 15, 1999, we implemented a 1 for 2
reverse stock split. As a result, the warrants were automatically adjusted so
that they are now, in the aggregate, exercisable for up to 75,000 shares at an
exercise price of $6.00 per shares. The warrants may be exercised until 5:00
p.m., Miami, Florida Time, on July 1, 2002. Under the Warrants to Purchase
Common Stock, the holders are granted certain rights to request that we register
the shares underlying the warrants. This prospectus is part of a registration
statement filed by us at the request of the holders of the warrants.
In addition, in September of 2000, we issued warrants to purchase an
aggregate of up to 38,300 shares of common stock to the selling shareholders.
The shares and the warrants were issued pursuant to a Stock and Warrant Purchase
Agreement. Eleven warrant certificates outstanding represent warrants to
purchase an aggregate of 38,300 shares of common stock. The exercise price of
the warrants is $15.12 per share, subject to typical anti-dilution adjustment.
The warrants may be exercised until 11:59 p.m., Eastern Time, on September 8,
2005. Under the Stock and Warrant Purchase Agreement, we are required to use our
best efforts to effect the registration of the shares underlying the warrants.
See "RECENT EVENTS". This prospectus is part of a registration statement filed
by us to effect that registration.
PLAN OF DISTRIBUTION
The sale or distribution of the shares registered by this prospectus may be
effected directly to purchasers by the selling shareholder as principal or
through one or more underwriters, brokers, dealers or agents from time to time.
Such sale or distribution may occur by one or more of the following transactions
(which may involve crosses or block transactions):
- on any exchange or in the over-the-counter market,
- in transactions other than in the over-the-counter market, or
- through the writing of options (whether such options are listed on an
options exchange or otherwise), or settlement of short sales.
Any of the transactions listed above may be made at market prices
prevailing at the time of sale or otherwise or at negotiated or fixed prices, in
each case as determined by the selling shareholder or by agreement between the
selling shareholder and underwriters, brokers, dealers, or agents, or
purchasers. If the selling shareholder effects such transactions by selling
shares to or through underwriters, brokers, dealers or agents, such
underwriters, brokers, dealers, or agents may receive compensation in the form
of customary or other discounts, concessions or commissions from the selling
shareholder or commissions from purchasers of the shares for whom they may act
as agent The selling shareholder and any brokers, dealers or agents that
participate in the distribution of the shares may be deemed to be underwriters,
15
and any profit on the sale of shares by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.
Under the securities laws of certain states, the shares may be sold in such
states only through registered or licensed brokers or dealers.
We pay all of the expenses incident to the registration, offering and sale
of the shares to the public hereunder other than commissions, fees and discounts
of underwriters, brokers, dealers and agents. We have agreed to indemnify the
selling shareholder and any underwriters against certain liabilities, including
liabilities under the Securities Act. We will not receive any of the proceeds
from the sale of any of the shares by the selling shareholder.
We have agreed to use our best efforts to keep the registration statement,
of which this prospectus constitutes a part, effective until the earlier of (i)
such date as all of the shares of common stock have been sold, or (ii) until in
the opinion of counsel for Amtech, such shares may be sold without registration
under the Securities Act, or (iii) until the warrants expire.
USE OF PROCEEDS
The selling shareholders will receive the net proceeds from the sale of
their shares of common stock. However, we will receive up to $1,271,016 for the
exercise of all of the outstanding warrants, if exercised. We anticipate using
any proceeds received from the exercise of the warrants as general working
capital for our operations.
LEGAL MATTERS
Certain legal matters have been passed upon for us by Squire, Sanders &
Dempsey, LLP, Phoenix, Arizona 85004.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this prospectus and elsewhere in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the company, the
company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable
16
RECENT EVENTS
PRIVATE PLACEMENT
On September 8, 2000, we issued 383,000 shares of common stock, and
warrants to purchase an aggregate of up to 54,300 shares of common stock,
pursuant to a Stock and Warrant Purchase Agreement. Of the warrants issued,
warrants to purchase up to 16,000 shares of common stock were issued to a
placement agent.
The shares and warrants were sold in a private placement. The 383,000
shares were sold at a price of $13.75 per share. The warrants are exercisable at
a price per share of $15.12. The warrants may be exercised until 11:59 p.m.,
Eastern Time, on September 8, 2005. We have agreed to register the resale of the
shares issued in the transaction, including those issuable upon exercise of the
warrants.
Gross proceeds in the transaction were $5,266,000. Net proceeds to the
company, after deducting fees of the placement agents, but before deduction of
legal, accounting and registration fees were $4,690,000. The proceeds will be
used to fund the company's growth initiatives. The first two components of our
growth strategy are essentially organic growth, which generally can be financed
with existing resources. We intend to use the funds raised from the private
placement to bring the new technology asher to market and for acquisitions.
In addition, we are also negotiating a bank line of credit to further
increase funds available for implementing our growth plan.
LEGAL PROCEEDING
On or about August 31, 2000, we learned that a company named P.R. Hoffman
Machine Products was one of 11 companies named in a legal action being brought
by North Middleton Township in Carlisle, Pennsylvania, the owner of a landfill
allegedly found to be contaminated. This information was reported in a local
newspaper. To date, our subsidiary, P.R. Hoffman Machine Products, Inc., has not
been served with any lawsuit. We acquired the assets of P.R. Hoffman Machine
Products Corporation in an asset transaction consummated on or about July 1,
1997. Under the terms of the Asset Purchase Agreement governing such
transaction, the P.R. Hoffman Machine Products Corporation is obligated to
indemnify us for any breaches of its representations and warranties in the Asset
Purchase Agreement, including representations relating to environmental matters.
17
======================================== =====================================
WE HAVE NOT AUTHORIZED ANY PERSON TO
MAKE A STATEMENT THAT DIFFERS FROM WHAT
IS IN THIS PROSPECTUS. IF ANY PERSON
DOES MAKE A STATEMENT THAT DIFFERS FROM
WHAT IS IN THIS PROSPECTUS, YOU SHOULD
NOT RELY ON IT. THIS PROSPECTUS IS NOT
AN OFFER TO SELL, NOR IS IT SEEKING AN
OFFER TO BUY, THESE SECURITIES IN ANY AMTECH SYSTEMS, INC.
STATE IN WHICH THE OFFER OR SALE IS NOT
PERMITTED. THE INFORMATION IN THIS
PROSPECTUS IS COMPLETE AND ACCURATE AS
OF ITS DATE, BUT THE INFORMATION MAY
CHANGE AFTER THAT DATE.
572,300 SHARES OF
Table of Contents COMMON STOCK
Where You Can Find More Information.. 2
Prospectus Summary................... 4
The Offering ........................ 6
Risk Factors......................... 7
Selling Shareholder.................. 13 ___________ ____, 2000
Description of Securities ........... 15
Plan Of Distribution................. 15
Use Of Proceeds...................... 16
Legal Matters........................ 16
Experts.............................. 16
Indemnification...................... 16
Recent Events........................ 17
======================================== =====================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration fee.
SEC Registration Fee $ 2,097
Legal Fees $ 5,000
Accounting Fees $ 25,000
--------
Total $ 32,097
========
Amtech will pay all expenses of registration, issuance and distribution of
the shares being sold by the selling shareholder, but excluding any underwriting
commissions and discounts, filing fees and transfer or other taxes, which shall
be borne by the selling shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The right of the shareholders to sue any director for misconduct in
conducting the affairs of Amtech is limited by Article 14 of Amtech's Articles
of Incorporation and Arizona statutory law to actions for damages resulting from
a breach of a director's fiduciary duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of the law,
the unlawful payment of dividends or stock repurchases or transactions in which
a director receives an improper personal benefit. Ordinary negligence is not a
ground for such a suit.
Amtech also has the right, pursuant to Article 11 of Amtech's Articles of
Incorporation, to indemnify any present or former director or officer of Amtech
for all expenses incurred by them in connection with any legal action brought or
threatened against such person for or on account of any action or omission
alleged to have been committed while acting in the course and scope of the
person's duties, if the person acted in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of
Amtech, and with respect to criminal actions, had no reasonable cause to believe
the person's conduct was unlawful, provided that such indemnification is made
pursuant to then existing provisions of Arizona statutory law at the time of any
such indemnification. The statute does not limit the liability of directors or
officers for monetary damages under the Federal securities laws. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling Amtech, Amtech has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of Amtech in which indemnification is
being sought.
II-1
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement:
4.1 Articles of Incorporation (A)
4.2 Articles of Amendment to Articles of Incorporation, dated April 27, 1983 (A)
4.3 Articles of Amendment to Articles of Incorporation, dated May 19, 1987 (B)
4.4 Articles of Amendment to Articles of Incorporation, dated May 2, 1988 (C)
4.5 Articles of Amendment to Articles of Incorporation, dated May 28, 1993 (D)
4.6 Amended and Restated Bylaws (E)
4.7 Form of Warrant to Purchase Common Stock, dated as of July 2, 1997 *
4.8 Stock and Warrant Purchase Agreement, dated as of September 8, 2000 *
4.9 Form of Warrant to Purchase Common Stock, dated as of September 8, 2000 *
5 Opinion re legality *
23.1 Consent of Counsel (included in Exhibit 5) *
23.2 Consent of Independent Public Accountants *
- ----------
* Filed herewith.
(A) Incorporated by reference to Amtech's Form S-18 Registration Statement No.
2-83934-LA
(B) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1987
(C) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988
(D) Incorporated by reference to Amtech's Form S-1 Registration Statement No.
33-77368
(E) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1991
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
II-2
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on October 2, 2000.
AMTECH SYSTEMS, INC.
By: /s/ Jong S. Whang
------------------------------------
Jong S. Whang, President
(Principal Executive Officer)
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Amtech Systems, Inc. whose signatures appear
below, hereby constitute and appoint Robert T. Haas as their true and lawful
attorney-in-fact and agent, with full power of substitution, with power to act
alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this registration statement on Form S-3, and each of the
undersigned does hereby ratify and confirm all that said attorney-in-fact and
agent, or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Jong S. Whang Chairman of the Board, President October 2, 2000
- ------------------------- Chief Executive Officer,
Jong S. Whang (Principal Executive Officer)
/s/ Robert T. Hass Vice President-Finance October 2, 2000
- ------------------------- (Principal Financial and
Robert T. Hass Accounting Officer)
/s/ Donald F. Johnston Director October 2, 2000
- -------------------------
Donald F. Johnston
/s/ Alvin Katz Director October 2, 2000
- -------------------------
Alvin Katz
/s/ Bruce R. Thaw Director October 2, 2000
- -------------------------
Bruce R. Thaw
II-4
EXHIBIT INDEX
The following exhibits are filed with this Registration Statement:
4.1 Articles of Incorporation (A)
4.2 Articles of Amendment to Articles of Incorporation, dated April 27, 1983 (A)
4.3 Articles of Amendment to Articles of Incorporation, dated May 19, 1987 (B)
4.4 Articles of Amendment to Articles of Incorporation, dated May 2, 1988 (C)
4.5 Articles of Amendment to Articles of Incorporation, dated May 28, 1993 (D)
4.6 Amended and Restated Bylaws (E)
4.7 Form of Warrant to Purchase Common Stock, dated as of July 2, 1997 *
4.8 Stock and Warrant Purchase Agreement, dated as of September 8, 2000 *
4.9 Form of Warrant to Purchase Common Stock, dated as of September 8, 2000 *
5 Opinion re: legality *
23.1 Consent of Counsel (included in Exhibit 5) *
23.2 Consent of Independent Public Accountants *
- ----------
* Filed herewith.
(A) Incorporated by reference to Amtech's Form S-18 Registration Statement No.
2-83934-LA
(B) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1987
(C) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988
(D) Incorporated by reference to Amtech's Form S-1 Registration Statement No.
33-77368
(E) Incorporated by reference to Amtech's Annual Report on Form 10-K for the
fiscal year ended September 30, 1991