Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has carried out an evaluation of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e). Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures in place were effective as of September 30, 2020.
Management’s Report on Internal Control Over Financial Reporting
To the Shareholders of Amtech Systems, Inc.
The management of Amtech Systems, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, our controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Our management evaluated the effectiveness of our internal control over financial reporting as of September 30, 2020. In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) . Based on our evaluation we believe that, as of September 30, 2020, our internal control over financial reporting was effective based on those criteria.
Our independent registered public accounting firm, Mayer Hoffman McCann P.C., has issued a Report of Independent Registered Public Accounting Firm related to our internal control over financial reporting, which can be found in Item 8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
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PART III
Pursuant to Paragraph G(3) of the General Instructions to Form 10-K, the information required by Part III of Form 10-K is incorporated by reference to the Proxy Statement to be filed within 120 days of September 30, 2020, our fiscal year end. In the event the Proxy Statement is not filed within 120 days, the information required by Part III of this Form 10-K will be filed pursuant to an amendment to this Annual Report on Form 10-K within the 120-day period.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND GOVERNANCE
The information required by this item (i) is incorporated herein by reference to the Proxy Statement or (ii) will be filed pursuant to an amendment to this Annual Report on Form 10-K, in each case, within 120 days of September 30, 2020, our fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item (i) is incorporated herein by reference to the Proxy Statement or (ii) will be filed pursuant to an amendment to this Annual Report on Form 10-K, in each case, within 120 days of September 30, 2020, our fiscal year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item (i) is incorporated herein by reference to the Proxy Statement or (ii) will be filed pursuant to an amendment to this Annual Report on Form 10-K, in each case, within 120 days of September 30, 2020, our fiscal year end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item (i) is incorporated herein by reference to the Proxy Statement or (ii) will be filed pursuant to an amendment to this Annual Report on Form 10-K, in each case, within 120 days of September 30, 2020, our fiscal year end.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item (i) is incorporated herein by reference to the Proxy Statement or (ii) will be filed pursuant to an amendment to this Annual Report on Form 10-K, in each case, within 120 days of September 30, 2020, our fiscal year end.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules
The consolidated financial statements required by this item are set forth on the pages indicated in Item 8.
All financial statement schedules are omitted because they are either not applicable or because the required information is shown in the consolidated financial statements or notes thereto.
(b) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
INCORPORATED BY REFERENCE
EXHIBIT
NO.
EXHIBIT DESCRIPTION
FORM
FILE
NO.
EXHIBIT
NO.
FILING
DATE
FILED
HEREWITH
3.1
Amended and Restated Articles of Incorporation, as amended through February 6, 2012.
10-Q
000-11412
3.1
February 9, 2012
3.2
Certificate of Designations, Preferences and Privileges of the Series A Convertible Preferred Stock (Par Value $.01 Per Share) of Amtech Systems, Inc., dated as of April 21, 2005.
8-K
000-11412
3.1
April 28, 2005
3.3
Amended and Restated Bylaws of Amtech Systems, Inc., dated as of September 23, 2020.
8-K
000-11412
3.1
September 25, 2020
3.4
First Amendment to the Company’s Amended and Restated Bylaws, dated January 30, 2015.
8-K
000-11412
3.1
February 2, 2015
4.1
Form of Accredited Investor Subscription Agreement for the Series A Convertible Preferred Stock.
8-K
000-11412
4.1
April 28, 2005
4.2
Description of Capital Stock
X
10.1
Non-Employee Directors Stock Option Plan, effective July 8, 2005 as amended through May 8, 2014.
8-K
000-11412
10.1
May 14, 2014
10.1a
Amendment to the Non-Employee Directors Stock Option Plan, effective March 4, 2020
DEF14A
000-11412
Appendix A
January 24, 2020
10.2
2007 Employee Stock Incentive Plan of Amtech Systems, Inc., as amended, effective April 9, 2015.
8-K
000-11412
10.4
April 10, 2015
10.2a
Amendment to 2007 Employee Stock Incentive Plan of Amtech Systems, Inc., effective March 6, 2019
DEF14A
000-11412
Appendix A
January 25, 2019
10.3
Second Amended and Restated Employment Agreement between Amtech Systems, Inc. and Jong S. Whang, dated February 9, 2012.
10-Q
000-11412
10.1
February 9, 2012
10.4
Amendment, dated as of July 1, 2012, to the Second Amended and Restated Employment Agreement between Amtech Systems, Inc. and Jong S. Whang, dated as of February 9, 2012.
10-Q
000-11412
10.2
August 9, 2012
10.5
Second Amendment, dated June 28, 2013, to the Second Amended and Restated Employment Agreement between Amtech Systems, Inc. and Jong S. Whang, dated as of February 9, 2012.
10-Q
000-11412
10.15
August 8, 2013
83
10. 6
Fourth Amendment to Employment Agreement between Amtech Systems, Inc. and Jong S. Whang, dated April 9, 2015.
8-K
000-11412
10.1
April 10, 2015
10.7
Fifth Amendment to Employment Agreement, dated November 19, 2015, by and between the Company and Jong S. Whang.
8-K
000-11412
10.1
November 19, 2015
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Independent Registered Public Accounting Firm - Mayer Hoffman McCann P.C.
X
24
Powers of Attorney
X
31.1
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
X
31.2
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
X
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.PRE
Inline Taxonomy Presentation Linkbase Document
X
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
104
The cover page for the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, has been formatted in Inline XBRL
X
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMTECH SYSTEMS, INC.
November 19, 2020
By:
/s/ Lisa D. Gibbs
Lisa D. Gibbs, Vice President - Chief Financial Officer and Director
(Principal Financial Officer and Duly Authorized Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE
TITLE
DATE
*
Chief Executive Officer and Director
November 19, 2020
Michael Whang
(Principal Executive Officer)
/s/ Lisa D. Gibbs
Vice President – Chief Financial Officer and Director
November 19, 2020
Lisa D. Gibbs
(Principal Financial Officer and Principal Accounting Officer)
*
Executive Chairman and
November 19, 2020
Jong S. Whang
Chairman of the Board
*
Director
November 19, 2020
Robert M. Averick
*
Director
November 19, 2020
Michael Garnreiter
*
Director
November 19, 2020
Robert F. King
*
Director
November 19, 2020
Sukesh Mohan
*By: /s/ Lisa D. Gibbs
Lisa D. Gibbs, Attorney-In-Fact**
**
By authority of the power of attorney filed as Exhibit 24 hereto.
85