Amtech Systems Inc – ‘8-A12G’ on 6/8/99

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A for Amtech Systems, Inc.                      8     29K 
 2: EX-1        Rights Agreement                                      49    199K 

8-A12G   —   Form 8-A for Amtech Systems, Inc.
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

Form 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

AMTECH SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

   ARIZONA                                            86-0411215
-----------------------                                -------------------
(State of incorporation                                   (IRS Employer   
or other  organization)                                Identification No.)

131 South Clark Drive, Tempe, Arizona                           85281         
----------------------------------------                  -------------------   
(Address of principal executive offices)                       (Zip Code)       

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instructions A.(c), check the following box. [ ]                        

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instructions A.(d), check the following box. [ ]                        

         Securities  Act  registration  statement file number to which this form
relates: ____________ (if applicable).                                          

   Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered
-------------------                               ------------------------------
None                                                    None  

   Securities to be registered pursuant to Section 12(g) of the Act:

 Preferred Share Purchase Rights
 -------------------------------
(Title of Class)

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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED                              

         On May 17, 1999,  the Board of Directors of Amtech  Systems,  Inc. (the
"Company) declared a dividend distribution of one preferred share purchase right
(a "Right")  for each  outstanding  share of Common  Stock,  $.01 par value (the
"Common  Stock"),  of the Company.  The dividend is payable on June 9, l999 (the
"Record  Date") to  stockholders  of record as of the close of  business on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Participating  Preferred Stock, without par
value, of the Company (the "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 "Purchase  Price").  The description and terms of the Rights are
set forth in the Rights Agreement (the "Rights  Agreement")  dated as of May 17,
1999,  between the Company and American  Securities  Transfer & Trust,  Inc., as
rights agent (the "Rights Agent").                                              

         The  following  is a general  description  only and is  subject  to the
detailed  terms and  conditions of the Rights  Agreement.  A copy of the form of
Rights Agreement,  including the Certificate of Designation,  the form of Rights
Certificate  and the  Summary of Rights to be provided  to  stockholders  of the
Company,  is attached as Exhibit 1 to this Report and is incorporated  herein by
reference.                                                                      

RIGHTS EVIDENCED BY COMMON STOCK CERTIFICATES                                   

         The Rights will not be exercisable until the Distribution Date (defined
below).  Certificates for the Rights ("Rights Certificates") will not be sent to
stockholders  and the Rights  will  attach to and trade only  together  with the
Common Stock.  Accordingly,  Common Stock certificates outstanding on the Record
Date will evidence the Rights  related  thereto,  and Common Stock  certificates
issued  after the Record Date will contain a notation  incorporating  the Rights
Agreement by  reference.  Until the  Distribution  Date (or earlier  redemption,
exchange  or  expiration  of the  Rights),  the  surrender  or  transfer  of any
certificates for Common Stock, even without notation or a copy of the Summary of
Rights being attached  thereto,  will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.               

DISTRIBUTION DATE                                                               

         The Rights will  separate from the Common  Stock,  Rights  Certificates
will be issued and the Rights will become  exercisable  upon the earlier of: (i)
the Close of Business on the tenth Business Day after the Stock Acquisition Date
(or, if the tenth  Business Day after the Stock  Acquisition  Date occurs before
the Record Date,  the Close of Business on the Record Date) or (ii) the Close of
Business on the tenth Business Day (or such later date as may be determined by a
majority  of  the  Board  of  Directors)   following  the  commencement  of,  or
announcement  of an intention to make,  a tender  offer or exchange  offer,  the
consummation  of which would result in the  beneficial  ownership by a person or
group of 15% or more of the outstanding  Common Stock. The earlier of such dates
is referred to as the "Distribution Date."                                      

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ISSUANCE OF RIGHTS, CERTIFICATES, EXPIRATION OF RIGHTS                          

         As soon as practicable following the Distribution Date, separate Rights
Certificates  will be mailed to holders of record of the Common  Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution  Date. All Common
Stock issued prior to the Distribution  Date will be issued with Rights.  Common
Stock  issued  after the  Distribution  Date may be issued  with  Rights if such
shares are issued (i) upon the conversion of securities issued after adoption of
the Rights  Agreement or (ii) pursuant to the exercise of stock options or under
employee  benefit plans unless such  issuance  would result in (or create a risk
that) such options or plans would not qualify for  otherwise  available  special
tax  treatment.  Except as otherwise  determined by the Board of  Directors,  no
other  Common  Stock  issued  after the  Distribution  Date will be issued  with
Rights.  The Rights will expire on May 16, 2009 (the "Final  Expiration  Date"),
unless the Final  Expiration  Date is  extended or unless the Rights are earlier
redeemed or  exchanged  by the Company or expire  upon  consummation  of certain
mergers, consolidations or sales of assets, as described below.                 

INITIAL EXERCISE OF THE RIGHTS                                                  

         Following the Distribution Date, and until the occurrence of one of the
subsequent  events  described  below,  holders of the Rights will be entitled to
receive,  upon exercise and the payment of $8.50 per Right, one one-hundredth of
a Preferred Share.                                                              

EXCHANGE PROVISION                                                              

         At any time  after an event  triggering  the  rights to  acquire  stock
described below and prior to the acquisition by such Acquiring  Person of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange  the Rights  (other than Rights  owned by the  Acquiring  Person or its
affiliates),  in whole or in part, at an exchange  ratio of one Common Share per
Right (subject to adjustment).                                                  

RIGHT TO BUY COMMON STOCK AT HALF PRICE                                         

         Unless the Rights are earlier redeemed or exchanged,  in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the  outstanding  shares of Common  Stock  and  approved  by the
unanimous  vote of the Board of Directors  after  determining  that the offer is
both  adequate  and  otherwise  in the best  interests  of the  Company  and its
stockholders (a "Qualifying Offer"),  then proper provision will be made so that
each  holder of a Right which has not  theretofore  been  exercised  (other than
Rights  beneficially  owned by the Acquiring  Person,  which will  thereafter be
void) will  thereafter  have the right to receive,  upon exercise,  Common Stock
having a value equal to two times the Purchase Price. Rights are not exercisable
following  the  occurrence  of an event  described  above until such time as the
Rights are no longer redeemable by the Company as set forth below. In the       

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event that the Company does not have  sufficient  Common Stock available for all
Rights to be  exercised,  or the Board decides that such action is necessary and
not  contrary  to the  interests  of Rights  holders,  the  Company  may instead
substitute cash,  assets or other securities for the Common Stock into which the
Rights would have otherwise been exercisable.                                   

RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE                              

         Similarly,  unless the Rights are earlier redeemed or exchanged, in the
event that, after the Stock Acquisition Date (as defined below), (i) the Company
is acquired in a merger or other business  combination  transaction in which the
Company is not the surviving  corporation or in which the Company's  outstanding
Common  Stock is changed or exchanged  for stock or assets of another  person or
(ii) 50% or more of the Company's  consolidated assets or earning power are sold
(other than through  transactions  in the ordinary  course of business),  proper
provision must be made so that each holder of a Right which has not  theretofore
been exercised (other than Rights  beneficially  owned by the Acquiring  Person,
which will thereafter be void) will  thereafter have the right to receive,  upon
exercise,  shares of common stock of the acquiring  company having a value equal
to two times the  Purchase  Price  (unless  the  transaction  satisfies  certain
conditions and is consummated  with a person who acquired  shares  pursuant to a
Permitted Offer, in which case the Rights will expire).                         

ADJUSTMENTS TO PREVENT DILUTION                                                 

         The  Purchase  Price  payable,  the  number of Rights and the number of
Preferred  Shares,  Common Stock or other  securities or property  issuable upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution  as set forth in the Rights  Agreement.  With  certain  exceptions,  no
adjustment in the Purchase Price will be required until  cumulative  adjustments
require an adjustment of at least 1% in such Purchase Price.                    

RIGHTS AND PREFERENCES OF THE PREFERRED SHARES                                  

         Preferred  Shares  purchasable  upon exercise of the Rights will not be
redeemable.  Each Preferred  Share will be entitled to an aggregate  dividend of
100 times the dividend  declared per Common Share.  In the event of liquidation,
the holders of the Preferred  Shares will be entitled to a minimum  preferential
liquidation  payment  of 100  times  any  payment  made per  Common  Share  and,
depending  upon the amount of  proceeds to be  distributed,  will share with the
holders of the Common Shares in such  distribution.  Each  Preferred  Share will
have 100 votes,  voting  together  with the Common  Shares.  In the event of any
merger, consolidation or other transaction in which Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary anti-dilution
provisions.                                                                     

         Because of the nature of the dividend, liquidation and voting rights of
the Preferred Shares, the value of the one one-hundredth interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.                                                               

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REDEMPTION                                                                      

         At any time on or prior to the close of  business on the earlier of (i)
the 10th day  following  the  acquisition  by an  Acquiring  Person  (the "Stock
Acquisition  Date") of 15% or more of the Company's  outstanding Common Stock or
such later date as may be determined by a majority of the Board of Directors and
publicly  announced  by the  Company  or (ii) the Final  Expiration  Date of the
Rights,  the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right ("Redemption Price").                                        

NO SHAREHOLDERS' RIGHT PRIOR TO EXERCISE                                        

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder  of the Company  (other than any rights  resulting  from
such holder's ownership of Common Shares),  including,  without limitation,  the
right to vote or to receive dividends.                                          

AMENDMENT OF RIGHTS AGREEMENT                                                   

         The provisions of the Rights  Agreement may be  supplemented or amended
by the Board of  Directors  in any manner  prior to the close of business on the
Distribution Date without the approval of Rights holders. After the Distribution
Date,  the  provisions  of the Rights  Agreement  may be amended by the Board in
order to cure any ambiguity,  defect or inconsistency,  to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any  Acquiring  Person),  or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing  redemption  shall  be  made  at  such  time  as the  Rights  are  not
redeemable.                                                                     

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

         The Rights  approved by the Board are  designed to protect and maximize
the value of the outstanding  equity interests in the Company in the event of an
unsolicited  attempt by an acquiror to take over the Company,  in a manner or on
terms not  approved  by the Board of  Directors.  Takeover  attempts  frequently
include coercive  tactics to deprive a corporation's  board of directors and its
stockholders   of  any  real   opportunity  to  determine  the  destiny  of  the
corporation.  The Rights have been  declared by the Board in order to deter such
tactics,  including a gradual accumulation of shares in the open market of a 15%
or greater  position to be followed by a merger or a partial or two-tier  tender
offer  that does not treat all  stockholders  equally.  These  tactics  unfairly
pressure stockholders,  squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.             

         The Rights are not  intended  to prevent a takeover  of the Company and
will not do so.  The  Rights  are not  exercisable  in the event of a  Permitted
Offer,  as described  above.  The Rights may be redeemed by the Company at $0.01
per Right within 10 days (or such later date as may be  determined by a majority
of the  Board  of  Directors)  after  the  accumulation  of 15% or  more  of the
Company's outstanding Common Shares by a single acquiror or group.  Accordingly,
the                                                                             

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Rights  should not preclude any merger or business  combination  approved by the
Board of  Directors.  Issuance  of the  Rights  does not in any way  weaken  the
financial  strength of the Company or  interfere  with its business  plans.  The
issuance  of the  Rights  has no  immediate  dilutive  effect,  will not  affect
reported  earnings  per share,  should  not be taxable to the  Company or to its
stockholders  and will not  change  the way in which the  Company's  shares  are
presently  traded.  The  Company's  Board of Directors  believes that the Rights
represent a sound and  reasonable  means of  addressing  the  complex  issues of
corporate  policy  created by the current  takeover  environment.  However,  the
Rights  may have the effect of  rendering  more  difficult  or  discouraging  an
acquisition  of the Company deemed  undesirable  by the Board of Directors.  The
Rights may cause  substantial  dilution  to a person or group that  attempts  to
acquire the Company on terms or in a manner not approved by the Company's  Board
of  Directors,  except  pursuant  to an offer  conditioned  upon  the  negation,
purchase or redemption of the Rights.                                           

ITEM 2. EXHIBITS                                                                

      1    Rights  Agreement,  dated  as of May  17,  1999,  between  Amtech
           Systems,  Inc. and American  Securities  Transfer & Trust,  Inc.,
           including the  Certificate of Designation of Rights,  Preferences
           an Privileges of Series A Participating Preferred Stock, the form
           of Rights  Certificate and the Summary of Rights attached thereto
as Exhibits A, B and C, respectively.                 

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 SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.               

                      AMTECH SYSTEMS, INC.

Date: June 1, 1999                       By /s/ Robert T. Hass                  
                                            ------------------------------------
                                         Robert T. Hass, Chief Financial Officer

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AMTECH SYSTEMS, INC.

REGISTRATION STATEMENT ON FORM 8-A

 EXHIBIT INDEX

                                                               Page Number
                                                                Under Sequential
 Exhibit No.                       Exhibit                      Numbering System
 -----------                       -------                      ----------------

1       Rights  Agreement,  dated  as of  May  17,  1999,       Page 9
between   Amtech   Systems,   Inc.  and  American     
Securities Transfer & Trust, Inc.,  including the     
Certificate of Designation of Rights, Preferences     
and   Privileges   of   Series  A   Participating     
Preferred Stock,  the form of Rights  Certificate     
and the  Summary  of Rights  attached  thereto as     
Exhibits A, B and C, respectively                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		5/16/09		3
		6/10/99
Filed on:		6/8/99
		6/1/99		7					8-K
		5/17/99		2		8			10-Q,  8-K
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