Exhibit 99.5

UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

     Effective October 1, 2007, Amtech Systems, Inc. (the “Company”), completed its acquisition of R2D Ingenierie SAS (“R2D”) (the “Acquisition”). The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended September 30, 2006 combines the historical consolidated statement of operations of the Company for the year ended September 30, 2006 and the historical consolidated statement of operations of R2D for the year ended December 31, 2006, giving effect to the Acquisition as if it had been completed on October 1, 2005. Although the respective fiscal year ends of the Company and R2D are different, such periods end within 93 days of each other and, therefore, are combined for presentation as permitted under Rule 11.02(c) of Regulation S-X. The Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended June 30, 2007 combines the historical consolidated statements of operations of the Company and R2D for the nine months ended June 30, 2007, giving effect to the Acquisition as if it had been completed on October 1, 2006. The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheets of the Company and R2D, giving effect to the Acquisition as if it had been completed on June 30, 2007.

     This information should be read in conjunction with the:

Accompanying notes to the unaudited pro forma condensed combined financial statements;
Separate historical financial statements of the Company as of and for the year ended September 30, 2006 included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2006;
Separate historical financial statements of the Company for the nine months ended June 30, 2007 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007; and
Separate historical financial statements of R2D as of and for the year ended December 31, 2006 included herein.

     The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed at the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

     The unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting with the Company treated as the acquiror. Accordingly, the historical consolidated financial information has been adjusted to give effect to the impact of the consideration paid in connection with the acquisition. In the Unaudited Pro Forma Condensed Combined Balance Sheet, the Company’s cost to acquire R2D has been allocated to the assets

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acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. The difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired has been recorded as goodwill. The amounts allocated to acquired assets and liabilities in the Unaudited Pro Forma Condensed Combined Balance Sheet are based on management’s preliminary internal valuation estimates and consultations with outside valuation experts. Such amounts are preliminary and are subject to the following:

     Accordingly, the pro forma adjustments to allocate the purchase price are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of the fair values of the assets acquired and liabilities assumed.

     The Unaudited Pro Forma Condensed Combined Statements of Operations also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as changes in depreciation and amortization expense resulting from the estimated fair values of acquired tangible and intangible assets.

     The Unaudited Pro Forma Condensed Combined Statements of Operations do not include the impact of any potential cost savings or one-time costs that may result from the acquisition.

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     AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2007
(in thousands)

          Amtech      R2D               
Systems, Ingenierie Pro Forma Pro Forma
Inc.(1) SAS(2) Adjustments      Combined
Assets
Current Assets  
     Cash and cash equivalents $  17,872   $  52   (5,775 )  (a) $ 11,179
    (970 )  (c)
     Accounts receivable, net of allowances 12,515 1,330 (39 )  (b) 13,806
     Inventories 6,814 1,827 8,641
     Income taxes receivable 1,029 55 1,084
     Other   1,030   468 (400 )  (a) 1,098
          Total current assets 39,260 3,732 35,808
 
Property, Plant and Equipment - Net 5,533 124 5,657
Intangible Assets - Net 1,383 12 3,178  (a) 4,573
Goodwill 817 - 275  (a) 1,092
Other Assets   -   23   1,550  (a) 1,573
     Total Assets $  46,993 $  3,891 $ (2,181 ) $ 48,703
 
Liabilities and Stockholders' Equity
 
Current Liabilities
     Accounts payable $  3,579 $  1,159 $ (39 )  (b) $ 4,699
     Bank loans and current maturities of long-term debt 219 16 235
     Accrued compensation and related taxes 1,121 263 1,384
     Accrued warranty expense 283 31 314
     Deferred profit 1,781 - 1,781
     Customer deposits 990 - 990
     Accrued commissions 593 - 593
     Loan payable to shareholders - 970 (970 )  (c) -
     Other accrued liabilities 381 - 200  (a) 581
     Income taxes payable   592   - 592
          Total current liabilities 9,539 2,439 11,169
 
Long-Term Obligations   774   80 854
          Total liabilities 10,313 2,519 12,023
 
Commitments and Contingencies -
 
Stockholders' Equity
     Preferred stock - - -
     Common stock 65 118 (118 )  (a) 65
     Additional paid-in capital 35,412 12 (12 )  (a) 35,412
     Accumulated other comprehensive income 626 322 (322 )  (a) 626
     Accumulated earnings   577   920 (920 )  (a) 577
          Total stockholders' equity   36,680   1,372 36,680
     Total Liabilities and Stockholders' Equity $  46,993 $  3,891 $ (2,181 ) $ 48,703

(1)        Represents the historical consolidated balance sheet of Amtech Systems, Inc. as of June 30, 2007 derived from the unaudited condensed consolidated financial statements of Amtech included in the Quarterly Report on Form 10-Q.
   
(2)        Represents the historical balance sheet of R2D Ingenierie SAS as of June 30, 2007.

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statements of Operations
Nine Months Ended June 30, 2007
(in thousands except for per share data)

  Amtech      R2D      Pro Forma           Pro Forma
  Systems, Inc.(1) Ingenierie SAS(2) Adjustments   Combined
  (Unaudited) (Unaudited)            
Revenues, net of returns and allowances  $ 32,864 $ 3,697   $ (230 )  (d) $ 36,331  
Cost of sales    24,180   2,462     (230 )  (d)   26,412  
     Gross profit  8,684   1,235     -     9,919  
 
Selling, general and administrative  7,336   681     340    (e) 8,357  
Restructuring Charge  -   -         -  
Research and development    376   -             376  
     Operating income  972   554     (340 )   1,186  
 
Interest and other income (expense), net    313   (10 )   (263 )  (f)   40  
 
Income before income taxes  1,285   544     (603 )   1,226  
Income tax expense (benefit)    7   173     (211 )  (g)   (31 )
 
     Net income  $ 1,278 $ 371   $ (392 )   $ 1,257  
      
Income Per Share:               
Basic earnings per share    $0.25   $3.09           $0.25  
Weighted average shares outstanding  5,050   120         5,050  
 
Diluted earnings per share    $0.25   $3.09           $0.25  
Weighted average shares outstanding  5,104   120         5,104  

(1)       Represents the unaudited historical consolidated statements of operations of Amtech Systems, Inc. for the nine months ended June 30, 2007 derived form the unaudited consolidated financial statements of Amtech included in the Quarterly Report on Form 10-Q.
 
(2) Represents the unaudited historical statement of operations of R2D Ingenierie SAS for the nine months ended June 30, 2007.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Year Ended September 30, 2006
(in thousands except for per share data)

  Amtech      R2D                     
  Systems, Inc. Ingenierie SAS(2)        
  Year Ended Year Ended        
  September 30, December 31, Pro Forma   Pro Forma
  2006(1) 2006(2) Adjustments   Combined
Revenues, net of returns and allowances  $  40,445   $  4,883   $  (195 )  (d) $ 45,133  
Cost of sales    29,870     3,312     (195 )  (d) 32,987  
     Gross profit    10,575     1,571     -     12,146  
 
Selling, general and administrative    8,313     774     454    (e) 9,541  
Restructuring Charge    190     -         190  
Research and development    437     -             437  
     Operating income    1,635     797     (454 )   1,978  
 
Interest and other income (expense), net    (37 )   (166 )    (351 )  (f)   (554 )
 
Income before income taxes    1,598     631     (804 )   1,425  
Income tax expense (benefit)    280     179     (282 )  (g)   177  
 
     Net income  $  1,318   $ 452   $  (523 )   $ 1,247  
 
Income Per Share:                 
Basic earnings per share    $0.40     $3.77         $0.37  
Weighted average shares outstanding    3,126     120         3,126  
 
Diluted earnings per share    $0.38     $3.77           $0.36  
Weighted average shares outstanding    3,484     120         3,484  

(1)       Represents the historical consolidated statements of operations of Amtech Systems, Inc. for the year ended September 30, 2006 derived form the audited consolidated financial statements of Amtech included in the Annual Report on Form 10-K.
 
(2) Represents the historical statement of operations of R2D Ingenierie SAS for the year ended December 31, 2006 derived from the audited financial statements of R2D included elsewhere in this Form 8-K/A.

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AMTECH SYSTEMS, INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma financial statements include the following pro forma assumptions and adjustments:

(a)       Represents the effect of the Acquisition as if the Acquisition, excluding the resolution of contingent consideration, was completed on June 30, 2007 including the elimination of R2D’s historical equity accounts. The aggregate purchase price is based on the cash consideration paid at closing of $4,225,000 and estimated acquisition costs of $600,000, including legal and due diligence costs. Acquisition costs of $400,000 were incurred as of June 30, 2007; therefore, an additional estimated accrual of $200,000 is included in this adjustment. Cash contingent payments of $1,550,000 to be paid to sellers upon fulfillment of certain requirements have been deposited in an escrow account. The amount of future contingent payments earned will increase goodwill and decrease the escrow amount included in other assets upon resolution of each contingency.
 
  The following allocation is based on a preliminary assessment of fair value of the assets acquired and liabilities assumed of R2D. The table below represents a preliminary allocation of the above consideration to R2D’s tangible and intangible assets and liabilities based on the Company’s management’s preliminary estimate of their respective fair value as of the date of the acquisition:
 
  (in thousands)
Current assets  $ 3,732
Property, plant and equipment      124
Intangible assets    3,190
Goodwill    275
Other non-current assets    23
Total assets acquired    7,344
 
Current liabilities    2,439
Long term liabilities    80
Total liabilities assumed    2,519
Net assets acquired  $ 4,825

The amounts in the preceding table are preliminary and subject to the following:

  • The Company completing its final internal due diligence and assessment of the assets acquired and the liabilities assumed with the purchase of R2D.

  • The Company obtaining the final valuation report, from an independent third party, on its tangible, intangible and property, plant and equipment assets.

For purposes of the preliminary allocation, the Company has estimated a fair value adjustment for R2D’s property, plant and equipment based on a review of R2D’s historical costs and management’s intended future use. The fair value of the assets will be depreciated over estimated useful lives of seven years.

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The Company has estimated the fair value of R2D’s identifiable intangible assets as $3,190,000, allocated as follows:

      Average
  Estimated Remaining
  Fair Value      Useful Life
  (in thousands)  
Asset class:       
Marketing-based intangible assets  $  1,442 1-10 years
Technology-based intangible assets    1,748 8-10 years
  $  3,190  

        Marketing-based intangible assets include trademarks, trade names, customer relationships and internet domain names; whereas technology-based intangible assets include developed automation technology, patents, computer software, databases, and non-compete agreements.
 
(b) Represents the elimination of intercompany receivables and payables related to intercompany sales between the Company and R2D as of June 30, 2007.
 
(c) Reflects the payment of the loan payable to the sellers of R2D immediately subsequent to the Acquisition.
 
(d) Represents the elimination of intercompany sales between the Company and R2D for the respective period.
 
(e) Represents the amortization of assets acquired in the Acquisition. The amortization is based upon a preliminary valuation and allocation to the assets and liabilities acquired including accounts receivable, inventory, property and equipment, liabilities, goodwill and other tangible and intangible assets. The estimated useful lives of these assets range from one to 10 years. The final purchase price allocation and related amortization expense may result in a different purchase price allocation and amortization expense than that presented in these pro forma condensed combined financial statements.
 
(f) Represents the effect on net interest associated with the $6,375,000 of cash used and acquisition costs incurred to purchase R2D.
 
(g) Represents the effect on income taxes as a result of the combined pro forma adjustments at an estimated effective rate of 35 percent for the periods presented.
 
(h) Although the respective fiscal year ends of the Company and R2D are different, such periods end within 93 days of each other and, therefore, are combined for presentation as permitted under Rule 11.02(c) of Regulation S-X. Accordingly, included in the Unaudited Pro Forma Condensed Consolidated Statements of Operations for both the year ended September 30, 2006 and the nine months ended June 30, 2007 are the results of operations for R2D for the quarter ending December 31, 2006 representing revenue of $1,532,000 and net income of $200,000.

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