UNITED STATES
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
July 7, 2010
Date
of Report (Date of earliest event reported)
Amtech Systems,
Inc.
(Exact name of registrant as specified in its
charter)
| Arizona |
000-11412 |
86-0411215 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
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| 131 South Clark Drive, Tempe, Arizona |
85281 |
| (Address of principal executive
offices) |
(Zip
Code) |
| Registrant’s telephone number,
including area code |
(480) 967-5146
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Not applicable.
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(Former
name or former address, if changed since last report.)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425
under Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment |
| of Certain Officers; Compensatory
Arrangements of Certain
Officers. |
| (e) |
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Compensation of Fokko
Pentinga |
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On July 7, 2010, upon the recommendation
of the Compensation and Options Committee of the Board of Directors (the
“Board”) of Amtech Systems, Inc. (the “Company”), the Board approved an
increase of the base salary paid to Fokko Pentinga, President of the
Company, to €207,420, effective January 1, 2010. |
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Change of Control Agreement with Mr.
Pentinga |
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The Board also approved entry into a
Change of Control and Severance Agreement (the “Agreement”) with Mr.
Pentinga. Below is a summary of the material terms and conditions of the
Agreement. |
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Term |
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The term of the Agreement (the “Term”)
commences on July 7, 2010 and continues for an initial term of three years
(the “Initial Term”). Thereafter, the Term will continue for successive
one year terms (the “Additional Terms”) unless either the Company or Mr.
Pentinga provides written notice of termination of the Agreement not less
than one hundred twenty days prior to the end of the Initial Term or any
Additional Term, or unless earlier terminated by the mutual written
consent of the Company and Mr. Pentinga. |
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Change of Control
Provisions |
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In the event that Mr. Pentinga’s
employment with the Company is terminated (other than as a consequence of
death or disability) either (i) by the Company for any reason other than
for cause during a pending change in control of the Company or within one
year following the occurrence of a change in control, or (ii) by Mr.
Pentinga for good reason within one year following the occurrence of a
change in control of the Company, then Mr. Pentinga will be entitled to
receive from the Company the following: |
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1) |
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an amount equal to two years of his base
salary in effect on the date of termination of his
employment; |
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2) |
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the maximum amount of the incentive
compensation which he could earn for the fiscal year in which the
termination occurs; and |
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3) |
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full vesting of all outstanding stock
options and restricted stock he holds. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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AMTECH SYSTEMS, INC. |
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| Date: July 9,
2010 |
By: |
/s/ Bradley C. Anderson |
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Name: Bradley C. Anderson |
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Title: Vice President -
Finance and |
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Chief Financial Officer |