SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 29, 1996
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AMTECH SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Arizona 0-11412 86-0411215
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
131 South Clark Drive, Tempe. Arizona 85281
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 967-5146
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Not applicable
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(Former name or former address, if changed since last
report.)
Item 2. Acquisition or Disposition of Assets.
On December 29, 1995, Amtech Systems, Inc. ("Amtech" or the "Company")
entered into an Agreement and Plan of Reorganization and Corporate Separation
with Eugene R. Hartman, a Vice President and director of Amtech and the
President of Echelon (the "Agreement"), to split-off the contract personnel
business operated by Amtech through Echelon Service Company, a wholly-owned
subsidiary of the Company ("Echelon"). On January 29, 1996, the parties closed
the split-off transaction (the "Split-Off") effective as of December 31, 1995.
The Company transferred all of the stock of Echelon held by it to Mr. Hartman in
exchange for 98,016 shares of Amtech Common Stock held by Mr. Hartman and
additional cash consideration. The total consideration for the Echelon stock was
valued at approximately $800,000. A cash dividend in the amount of $393,368 was
distributed by Echelon to Amtech prior to the Spilt-Off. Pursuant to the
Agreement, Mr. Hartman acquired all of the assets and assumed all of the
liabilities of Echelon.
Prior to entering into the Echelon Agreement with Mr. Hartman, the
Company sought and negotiated offers from third parties. However, in the opinion
of the Board, the best offer was tendered by Mr. Hartman. The transaction was
conducted at arms' length, and management does not believe that a better deal
could have been made with unrelated third parties.
As of January 26, 1996, Mr. Hartman has resigned as an officer of
Amtech. Mr. Hartman will cease to be a director of the Company upon election of
a successor at the Company's annual meeting of shareholders to be held on
February 29, 1996.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Sold. Not applicable
(b) Pro Forma Financial Information.
Method of Filing
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(1) Pro Forma Balance Sheet as of
September 30, 1995 Filed herewith
(2) Pro Forma Statement of Operations
for the Year Ended September 30, 1995 Filed herewith
(3) Notes to Pro Forma Financial Statements Filed herewith
(c) Exhibits.
Exhibit No. Description Method of Filing
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1 Agreement and Plan of Reorganization and Filed herewith.
Corporate Separation between Amtech
Systems, Inc. and Eugene R. Hartman
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMTECH SYSTEMS, INC.
Date: February 9, 1996 By /s/ Robert T. Hass
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Robert T. Hass
Vice President-Finance (Chief
Financial & Accounting Officer)
3
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1995
(In Thousands)
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
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CURRENT ASSETS:
Cash and Cash Equivalents $834 1) ($45) $789
Short-term Investments 3,671 3,671
Accounts Receivable 2,287 1) (394) 1,893
Inventories 524 524
Deferred Income Taxes 165 165
Prepaid Expenses 45 1) (6) 39
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Total Current Assets 7,526 (445) 7,081
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PROPERTY AND EQUIPMENT -
At Cost 1,149 1) (56) 1,093
Less Accumulated
Depreciation and
Amortization (499) 1) (38) (461)
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650 (18) 632
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PURCHASE PRICE IN EXCESS
OF NET ASSETS ACQUIRED 85 1) (85) 0
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OTHER ASSETS 104 1) (17) 87
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$8,365 ($565) $7,800
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CURRENT LIABILITIES:
Accounts Payable $528 1) (1) 527
Accrued Liabilities 610 1) (91) 519
Income Taxes Payable 225 225
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Total Current Liabilities 1,363 (92) 1,271
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STOCKHOLDERS' INVESTMENT:
Common Stock 22 1) (1) 21
Additional Paid-in Capital 7,872 1) (808) 7,064
Foreign Currency Translation 29 29
Accumulated Deficit (921) 1) 336 (585)
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7,002 (473) 6,529
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$8,365 ($565) $7,800
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SEE ACCOMPANYING NOTES TO PRO FORMA FINANCIAL STATEMENTS
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1995
(In Thousands, except shares and per share amounts)
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
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SEMICONDUCTOR EQUIPMENT:
Net Product Sales $6,864 $6,864
Cost of Product Sales 4,559 4,559
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Gross Margin 2,305 0 2,305
Selling and General 1,970 1,970
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Operating Profit 335 0 335
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GENERAL CORPORATE EXPENSES 295 295
INTEREST INCOME-NET 221 221
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INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 261 0 261
INCOME TAX PROVISION 90 90
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INCOME FROM CONTINUING OPERATIONS 171 0 171
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DISCONTINUED TECHNICAL CONTRACT PERSONNEL:
Net Revenues 4,548 2) (4,548) 0
Cost of Revenues 4,005 2) (4,005) 0
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Gross Margin 543 (543) 0
Selling and General 457 2) (457) 0
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INCOME FROM DISCONTINUED
OPERAITONS BEFORE INCOME TAXES 86 (86) 0
INCOME TAX PROVISION 30 (30) 0
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INCOME FROM DISCONTINUED OPERATIONS 56 (56) 0
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NET INCOME $227 ($56) $171
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PRIMARY EARNINGS PER SHARE:
INCOME FROM CONTINUING OPERATIONS $0.09 $0.09
NET INCOME $0.12 $0.09
AVERAGE OUTSTANDING SHARES 1,901,426 1,901,426
PRIMARY EARNINGS PER SHARE:
INCOME FROM CONTINUING OPERATIONS $0.09 $0.09
NET INCOME $0.12 $0.09
AVERAGE OUTSTANDING SHARES 1,901,426 1,901,426
SEE ACCOMPANYING NOTES TO PRO FORMA FINANCIAL STATEMENTS
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Transaction Involving Disposition of Assets:
1) On December 31, 1995, Amtech Systems, Inc. ("Amtech" or the "Company")
entered into an Agreement and Plan of Reorganization and Corporate
Separation with Eugene R. Hartman, a Vice President and director of
the Company and the President of Echelon (the "Agreement"), to
split-off the contract personnel business operated by the Company
through Echelon Service Company, a wholly-owned subsidiary of the
Company ("Echelon"). On January 29, 1996, the parties closed the
split-off transaction (the "Split-Off") effective as of December 31,
1995. A cash dividend in the amount of $393,368 was distributed by
Echelon to Amtech prior to the Split-off. At closing, the Company
transferred all of the stock of Echelon held by it to Mr. Hartman in
exchange for 98,016 shares of Amtech Common Stock held by Mr. Hartman.
This pro forma entry reflects the disposition of all the assets and
liabilities of Echelon Service Company, less the $393,368 cash
dividend, in exchange for the Amtech Common Stock. The Split-Off has
been structured to be a tax-free reorganization and, as such, no
provision for income taxes has been recognized in the pro forma
balance sheet.
2) The results of operations for the year ended September 30, 1995, were
prepared on a pro forma basis as though the disposition of the contract
personnel operations operated through Echelon had occurred on September
30, 1994.