SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended: Commission File number:
March 31, 1995 0-11412
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AMTECH SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Arizona 86-0411215
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
131 South Clark Drive Tempe, Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
(602) 967-5146
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(Registrant's telephone number,
including area code)
N/A
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Former name, former address and former
fiscal year, if changed since last report
Indicate by check mark whether the Registrant (i) has filed all reports
required by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (ii) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the close of the period covered by this report.
2,154,101 Shares
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PART I. FINANCIAL INFORMATION
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS - ASSETS
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MARCH 31, SEPTEMBER 30,
1995 1994
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(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 1,924,185 $ 736,984
Short-term investments 3,144,964 343,992
Accounts receivable, less allowance
for doubtful accounts of $55,000
in 1995 and $45,000 in 1994 1,565,262 1,541,945
Inventories 580,056 331,935
Deferred income taxes 130,000 129,000
Prepaid expenses and other 50,524 12,875
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Total current assets 7,394,991 3,096,731
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PROPERTY AND EQUIPMENT,
AT COST:
Leasehold improvements 126,778 124,956
Machinery and equipment 384,686 276,109
Furniture and fixtures 563,006 601,549
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1,074,470 1,002,614
Less: accumulated
depreciation and
amortization (445,808) (485,426)
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Property and equipment - net 628,662 517,188
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PURCHASE PRICE IN EXCESS
OF NET ASSETS ACQUIRED 88,309 91,303
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OTHER ASSETS 84,787 269,700
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$ 8,196,749 $ 3,974,922
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See accompanying Notes to Condensed Financial Statements.
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' INVESTMENT
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MARCH 31, SEPTEMBER 30,
1995 1994
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(UNAUDITED)
CURRENT LIABILITIES:
Accounts payable $ 465,265 $ 297,767
Accrued liabilities:
Compensation and related taxes 387,186 250,844
Warranty and installation expenses 88,097 114,390
Other 289,344 114,102
Income taxes payable 128,000 75,000
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Total current
liabilities 1,357,892 852,103
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' INVESTMENT (Note 4):
Preferred stock, no specified
terms; 100,000,000 shares
authorized; none issued -- --
Common stock, $.01 par value;
100,000,000 shares authorized;
2,154,101 shares outstanding at
March 31, 1995 and 945,351 shares
outstanding at September 30, 1994 21,541 9,454
Additional paid-in capital 7,877,622 4,260,703
Retained earnings (accumulated
deficit) (1,120,247) (1,147,338)
Equity adjustment from foreign
currency translation 59,941 --
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Total stockholders'
investment 6,838,857 3,122,819
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$ 8,196,749 $ 3,974,922
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See accompanying Notes to Condensed Financial Statements.
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1995 AND 1994
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THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1995 1994 1995 1994
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
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SEMICONDUCTOR EQUIPMENT:
Net product sales $ 2,325,006 $ 1,106,124 $ 3,437,344 $ 2,178,178
Cost of product sales 1,549,881 668,235 2,366,199 1,291,907
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Gross margin 775,125 437,889 1,071,145 886,271
Selling and general 465,043 254,847 815,254 504,353
Photo-CVD project (Note 2) -- 355,405 -- 355,405
Other research &
development 34,757 12,421 134,396 21,585
------------ ------------ ------------ ------------
Operating profit (loss) 275,325 (184,784) 121,495 4,928
------------ ------------ ------------ ------------
TEMPORARY PERSONNEL:
Net revenues 950,858 1,466,265 2,314,744 2,758,881
Cost of revenue 854,625 1,368,286 2,042,491 2,510,831
------------ ------------ ------------ ------------
Gross margin 96,233 97,979 272,253 248,050
Selling and general 107,223 101,070 231,211 192,950
------------ ------------ ------------ ------------
Operating profit (loss) (10,990) (3,091) 41,042 55,100
------------ ------------ ------------ ------------
CORPORATE EXPENSES 93,452 76,958 181,207 149,171
------------ ------------ ------------ ------------
INCOME (LOSS)
FROM OPERATIONS 170,883 (264,833) (18,670) (89,143)
Interest income 64,220 13,078 77,761 28,880
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INCOME (LOSS) BEFORE
INCOME TAXES 235,103 (251,755) 59,091 (60,263)
PROVISION FOR (BENEFIT
FROM) INCOME TAXES 87,000 (84,000) 32,000 (8,000)
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NET INCOME (LOSS) $ 148,103 $ (167,755) $ 27,091 $ (52,263)
============ ============ ============ ============
INCOME (LOSS) PER SHARE:
Primary $ .07 $ (.18) $ .02 $ (.06)
Fully diluted $ .07 $ (.18) $ .02 $ (.06)
WEIGHTED AVERAGE
OUTSTANDING SHARES:
Primary 2,178,626 945,351 1,674,395 945,351
Fully diluted 2,182,054 945,351 1,677,479 945,351
See accompanying Notes to Condensed Financial Statements.
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994
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SIX MONTHS ENDED MARCH 31,
1995 1994
(Unaudited) (Unaudited)
OPERATING ACTIVITIES
Net income (loss) $ 27,091 $ (52,263)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Depreciation and amortization 63,857 34,694
Deferred tax benefit (1,000) (16,000)
Write-downs of receivables and inventory 22,000 10,761
Gain on sale of assets (426) --
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (24,947) 152,606
Increase in inventories and prepaid expenses (282,244) (214,337)
Decrease (increase) in other assets 181,053 (102,230)
Increase (decrease) in accounts payable 158,526 (105,071)
Increase (decrease) in income taxes payable 53,000 (142,000)
Increase in accrued liabilities 261,423 134,960
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Net cash provided by (used in)
operating activities 458,333 (298,880)
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INVESTING ACTIVITIES
Net maturities (purchases) of
short-term investments (2,800,972) 48,903
Proceeds from asset sale 10,000 --
Purchases of property and
equipment (153,953) (32,605)
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Net cash provided by (used in)
investing activities (2,944,925) 16,298
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FINANCING ACTIVITIES
Net proceeds from public offering 3,623,382 --
Compensation paid with common stock 5,624 --
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Net cash provided by financing activities 3,629,006 --
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Effect of exchange rate changes on cash 44,787 --
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,187,201 (282,582)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 736,984 1,001,765
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,924,185 $ 719,183
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See accompanying Notes to Condensed Financial Statements.
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1995 1994
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Cash paid during the period for:
Income taxes, net of (refunds)$ (20,000) $ 150,000
See accompanying Notes to Condensed Financial Statements.
AMTECH SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1995
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts
of the Amtech Systems, Inc. and its subsidiaries, Tempress Systems, Inc. and
Echelon Service Company, hereinafter referred to as the Company. All significant
intercompany accounts and transactions have been eliminated in consolidation.
(2) INTERIM REPORTING
The accompanying consolidated financial statements are unaudited;
however, these financial statements contain all adjustments which are, in the
opinion of management, necessary to a fair presentation of the financial
position of the Company as of March 31, 1995 and September 30, 1994 and the
results of its operations for the three and six months ended March 31, 1995 and
1994, and its cash flows for the six months ended March 31, 1995 and 1994.
The accounting policies followed by the Company are set forth in Note 2
to the financial statements in the Company's Annual Report on Form 10-K for the
year ended September 30, 1994, which is incorporated herein by reference.
During March 1994, the Company entered into a research and development
contract with and paid $355,405 to the University of California at Santa Cruz
(the "University"). The University is to develop designs and specifications for
a prototype model of a product embodying the Company's patented photo CVD
(chemical vapor deposition) process and to conduct a study in an attempt to
prove the feasibility and demonstrate the practical application of the Company's
technology. Because recovery of the cost of that contract is dependent upon the
outcome of the study and future development of a commercial product, the payment
was recorded as research and development expense in fiscal 1994.
Inventories as of March 31, 1995 and September 30, 1994 included
work-in-process of $124,029 and $51,602, respectively. The remaining inventory
consists of purchased parts and completed sub-assemblies.
The results of operations for the three and six months ended March 31,
1995 and 1994, are not necessarily indicative of the results to be expected for
the full year.
(3) RECLASSIFICATIONS
Certain reclassifications have been made to the amounts for the three
and six month periods of fiscal 1994 to conform to the presentation of the
fiscal 1995 amounts.
(4) INCOME TAXES
Income taxes were calculated by applying the estimated effective tax
rate for the fiscal year to the income (loss) before income taxes adjusted for
permanent differences between financial reporting and taxable income.
(5) STOCKHOLDERS' INVESTMENT
On December 22, 1994, the Company completed a secondary public offering
of 1,207,500 shares of its $.01 par value common stock and redeemable warrants
for an equal number of shares. The sale was in the form of units which were
comprised of three (3) shares and three (3) redeemable warrants each, and which
were sold to the public at a price of $11.25 per unit. The gross proceeds from
the public sale amounted to $4,528,125. Each redeemable warrant entitles the
holder to acquire one share of common stock at an exercise price of $5.50 per
share until December 15, 1999. The redeemable warrants are subject to the
Company's right of redemption, under certain circumstances, at $.05 each during
the period in which they are exercisable. The Company also sold a warrant to the
underwriter entitling the underwriter to purchase 35,000 units at a price of
$13.50 each. The net proceeds to the Company were approximately $3,623,000.
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition and Working Capital. During the six months ended March 31,
1995, working capital increased by $3,792,000 to $6,037,000 from $2,245,000, a
169% increase. Also, the ratio of current assets to current liabilities
increased to 5.4:1 from 3.6:1. These changes resulted primarily from the net
proceeds of the public offering discussed in Note 4 to Condensed Financial
Statements for the six months ended March 31, 1995. The Company does not have
any long or short-term debt and stockholders' investment is 83% of total
capitalization.
Liquidity and Capital Resources. As of March 31, 1995, the Company's cash and
cash equivalents amounted to $1,924,000, an increase of $1,187,201, or 161%,
since September 30, 1994. The Company also had short-term investments of
$3,145,000 at March 31, 1995, compared with $344,000 as of September 30, 1994.
The primary sources of cash during the six months ended March 31, 1995 were the
$3,623,000 of proceeds from the public offering and the $458,000 of net cash
provided by operating activities. The primary uses of cash during that period
were the $2,801,000 of net purchases of short-term investments and $154,000 of
purchases of property and equipment.
During 1995, another $100,000 is expected to be expended in completing the
furnace to be used for customer demonstrations and the marketing of horizontal
diffusion furnaces. That cost is expected to be capitalized and depreciated over
a five year period. Because the furnace product is based upon existing
technology and know-how, no material development costs are expected to be
incurred in connection with this project. The Company continues to seek out
opportunities for product development or possible product or business
acquisitions.
In August 1994, the Company paid approximately $90,000 for certain machinery and
equipment, of the former Tempress B.V., purchased from a third party. The
Company used those assets to start the Company's diffusion furnace business in
The Netherlands on September 26, 1994, under the name Tempress Systems, Inc.
Assuming this operation grows as planned, additional funds will be used to fund
its working capital requirements.
The $5,069,000 of cash and short-term investments as of March 31, 1995, is a
readily available source of liquidity. The Company's present liquidity and
capital resources are believed to be adequate for its present operations. At
least a substantial portion of those funds would be required to develop the
photo-assisted CVD technology discussed in Note 2 to the Condensed Financial
Statements and to manufacture and market the resultant product, if any.
Approximately $3,200,000 is expected to be applied to such development. However,
the estimated development costs do not include the cost required for the
expansion of facilities for the manufacture of the new product. Funds for that
expansion, if any, are expected to be obtained from the cash flow from
operations and other possible sources of financing. There is no assurance of the
availability or sufficiency of such sources.
The semiconductor equipment order backlog was approximately $1,894,000,
as of March 31, 1995, as compared to $543,000 as of March 31, 1994. Orders are
generally shipped within one to six months of receipt.
RESULTS OF OPERATIONS.
THREE MONTHS ENDED MARCH 31,
1995 vs. 1994
Semiconductor Equipment.
The semiconductor equipment revenues increased 110% to $2,325,000 in
the second quarter of fiscal 1995 from $1,106,000 in the second quarter of
fiscal 1994. Revenues for the three months ended March 31, 1995 include the
first shipments of the Netherlands operation, which accounts for over one-half
of the increase. Shipments from the domestic operation were also significantly
higher than in the preceding year.
Gross margin increased 77% from $438,000 in the second quarter of
fiscal 1994 to $775,000 in the second quarter of fiscal 1995. This resulted from
the increased sales volume discussed in the preceding paragraph. However, the
gross margin as a percentage of revenue declined to 33% from 40% in the
preceding year. The decrease in the gross margin percentage is primarily due to
the effects of design and pricing errors on the balance of the orders quoted and
designed in the preceding two quarters and discussed in the Company's 1994
report of Form 10-K and in the Form 10-Q for the first quarter of the current
fiscal year. The product mix also contributed to the decline in the gross profit
percentage. The margins for the Tempress operation were affected by the high
fixed cost relative to the level of shipments resulting from Tempress being in
the start-up phase. The 33% gross margin percentage for the quarter ended March
31, 1995 is an improvement over the 27% realized during the first fiscal
quarter.
Selling and general costs were $210,000 higher in the three months
ended March 31, 1995 than they were in the second quarter of fiscal 1994,
representing primarily the additional overheads of the Netherlands operation
started at the beginning of the current fiscal year. During the second quarter
of fiscal 1994, the Company expended $355,405 on the photo-assisted CVD
feasibility study discussed in Note 2 to the Condensed Financial Statements,
with no comparable item in the second quarter of fiscal 1995. Amounts expended
on other research and development projects, primarily developing new automation
products and improving existing ones, increased by $22,000 in the second quarter
of fiscal 1995 as compared to the similar period in fiscal 1994.
In summary, the semiconductor equipment segment produced an operating
profit of $275,000 in the quarter ended March 31, 1995, an improvement of
$460,000 over the operating loss of $185,000 incurred in the second quarter of
fiscal 1994. The improvement is primarily a result of the increased shipments
and related gross margin and the fact that the fiscal 1995 period did not
include an expenditure comparable to that for the photo-assisted CVD feasibility
study in fiscal 1994.
Technical Contract Personnel Business
Net revenues of this segment were $951,000 for the second quarter of
fiscal 1995, compared to $1,466,000 for the second quarter of fiscal 1994. The
35% decrease in revenues is primarily a result of one large client no longer
having the peak requirements for technical contract personnel that it had during
the last nine months of fiscal 1994.
The gross margins for this segment were $96,000 in fiscal 1995 as
compared to $98,000 in the second quarter of fiscal 1994. The gross margin
percentage increased from 7% of this segment's revenues in the second quarter of
fiscal 1994 to 10% for the quarter ended March 31 1995. The increase in gross
margin as a percentage of revenue is due to the fact that most of the decline in
revenue is from clients that required a lower level of service and from which
the Company earned a lower gross margin.
Selling and general expenses of this segment were $6,000 higher in the
fiscal 1995 second quarter as compared to the second quarter of fiscal 1994, due
to the third quarter 1994 addition of personnel to provide clients with
permanent placement services. Those costs were partially offset with cost
reductions in other areas.
As a result of the higher payroll taxes incurred in the second quarter
of each fiscal year, this segment incurred an operating loss of $11,000 and
$3,000 for that quarter of fiscal years 1995 and 1994, respectively. The reason
for the higher loss in the second quarter of the current fiscal year is the
increased selling and general expenses discussed above.
Total Company
The Company's total operating profit for the three months ended March
31, 1995 improved $452,000, because it did not include anything comparable to
the $355,405 expended on the photo-CVD research project during the second
quarter of 1994, and due to the increased volume and operating profit from the
domestic portion of the semiconductor equipment segment. While the improvement
in operating profit was partially offset by a $16,000 increase in general
corporate expenses, it was further enhanced by the $51,000 increase in interest
income derived from cash equivalents and short-term investments.
The $87,000 income tax provision for the second quarter of fiscal 1995
approximates what would result from applying the statutory rates to the before
tax income, as the effects of permanent differences between financial and
taxable income (e.g. the reductions in allowable deductions for meals and
entertainment expenses) were offset by the reduction in the valuation allowance
recorded against the deferred tax asset.
SIX MONTHS ENDED MARCH 31,
1995 vs. 1994
Semiconductor Equipment.
The semiconductor equipment revenues increased 58% to $3,437,000 in the
first six months of fiscal 1995 to $2,178,000 in the two quarters ended March
31, 1994 due almost equally to the shipments of the start-up of the Tempress
Systems operation in the Netherlands and to several large orders for the
Company's domestically produced diffusion processing and automation products.
Gross margins increased 21%, or $185,000, over the same period almost entirely
from the shipments of the Tempress operation.
Gross margins as a percentage of revenue decreased from 41% in the
first six months of fiscal 1994 to 31% for the first half of fiscal 1995. The
decrease in the gross margin percentage is primarily due to the effects of
design and pricing errors on the balance of the orders quoted and designed in
the preceding two quarters and discussed in the Company's 1994 report on Form
10-K and in the report on Form 10-Q for the first quarter of the current fiscal
year. The gross margins as a percentage of revenue for Tempress were lower than
earned by this segment last year, because it is in the start-up phase and
therefore fixed expenses are spread over a lower than sales volume.
The selling and general expenses of the semiconductor segment for the
first six months of fiscal 1995 were $311,000 higher than in the comparable
period of last fiscal year. The increase in such expenses is entirely due to the
addition of the Tempress start-up operation in the Netherlands.
During March 1994, the Company entered into a research and development
contract with and paid $355,405 to the University of California at Santa Cruz
(the "University"). Total research and development costs decreased $243,000 from
$377,000 in the first half of fiscal 1994 to $134,000 during the six months
ended March 31, 1995, as there was no expenditure in the first half of fiscal
1995 comparable to the research contract discussed in the preceding sentence and
in Note 2 to the Condensed Financial Statements. However, the costs of
developing a new Tempress horizontal diffusion furnace explains why the
reduction was less than the amount of the research and development contract.
For the first six months of fiscal 1995, the semiconductor equipment
segment had an operating profit of $121,000 as compared to $5,000 for the first
two quarters of fiscal 1994. The improvement is less than the amount expended in
1994 for the University contract, as the first half of fiscal 1995 includes the
start-up costs and losses of Tempress.
While Tempress Systems, Inc. had significant start-up losses during the
first quarter and cumulatively for the six months ended March 31, 1995, it did
earn a small operating profit for the second quarter of fiscal 1995. Until such
time as Tempress consistently books and ships a sufficient number of systems
orders, which the Company estimates will not occur for another six to nine
months, it will periodically generate a quarterly operating loss, which may
result in the Company having a net loss for the quarter.
Technical Contract Personnel Business
Net revenues of this segment were $2,315,000 for the first six months
of fiscal 1995, compared to $2,759,000 for the first two quarters of fiscal
1994. The 16% decrease in revenues is the result of a significant decline in the
number of technical contract personnel provided by Echelon, on a payroll
servicing basis, as one client in particular did not have the peak requirements
for such personnel as it did in the prior year.
Gross margins as a percentage of revenues increased from 9% for the
first half of 1994 to 12% for the first half of 1995, as the result of two
factors. First, there was a better mix of services, as a larger percentage of
the revenue generated in the current fiscal year was from the placement of the
full-service technical contract personnel business which includes recruiting the
contract employee and providing certain fringe benefits. Because the client is
provided with more services than in the "payroll servicing" portion of the
business, the Company is also able to charge a higher mark-up. Also, the first
two quarters of fiscal 1995 benefited from the revenue of the permanent
placement business started in the third quarter of fiscal 1994. Second, the
payroll taxes were a lower percentage of revenue in fiscal 1995 than in 1994, as
last year there was a significant increase in the number of employees during the
second quarter for whom the maximum unemployment contribution was not met until
the third quarter. As a result of these factors, gross margin increased $24,000,
or 10%.
Selling and general expenses of this segment were $38,000 higher in
fiscal 1995 as compared to the fiscal 1994 period, due to the third quarter 1994
addition of personnel to provide clients with permanent placement services.
Primarily due to the increased expenses, the operating profit of this
segment was $41,000, or $14,000 lower than in the first six months of fiscal
1994.
Total Company
The Company's total operating profit for the first six months of fiscal
1995 increased $103,000, primarily due to the expensing in 1994 of the $355,405
University study, which was partially offset by the Tempress development and
start-up costs discussed above. There was also a $32,000 increase in corporate
expenses which is partially related to the pre-start-up costs of the Netherlands
operation. This was offset by increased interest income from cash held on cash
equivalents and short-term investments.
The $32,000 income tax expense for the first half of fiscal 1995 is
higher than what would result by applying the statutory rates to the before tax
income, because of permanent differences between financial and taxable income
(e.g. the reductions in allowable deductions for meals and entertainment
expenses).
For the six months ended March 31, 1995 there was net income of $27,000, or $.02
per share, as compared to net loss of $52,000, or $.06 per share, for the
comparable period of the preceding year.
PART II
Item 1. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders
On May 1, 1995, the Company held its annual meeting of shareholders at
which time Jong S. Whang, Donald F. Johnston, Eugene R. Hartman, Alvin Katz and
Bruce R. Thaw were elected directors of the Company. The tabulation of the vote
on proposal #2, approval of the Amtech Systems, Inc. 1995 Incentive Stock Option
Plan was adjourned until Thursday, May 25, 1995, at 10:00 A.M. Standard Mountain
Time.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - Exhibit 11 - Financial Data Schedule.
(b) Reports on Form 8-K - none.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMTECH SYSTEMS INC.
by
----------------------------------------
Robert T. Hass, Vice-President and
Chief Financial Officer
DATED: May 15, 1995