Amtech Systems, Inc. (NASDAQ:ASYS) Files An 8-K Entry into a Material Definitive Agreement

Amtech Systems, Inc. (NASDAQ:ASYS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement

On August 18, 2017, Amtech Systems, Inc. (the “Company” or the “Registrant”) entered into an Underwriting Agreement with Roth Capital Partners, LLC, as underwriter (the “Underwriter”), relating to a registered firm commitment underwritten offering of 1,055,000 shares of the Company’s common stock, par value $0.01 per share. In addition, we have granted the Underwriter an option to purchase up to 158,250 additional shares of common stock to cover over-allotments, if any.

The net proceeds to the Company from this offering are expected to be approximately $9.3 million, after deducting the underwriting discount and other estimated offering expenses payable by the Company. The offering is expected to close on or about August 23, 2017, subject to the satisfaction of customary closing conditions.

The offering is being made to our effective shelf registration statement onForm S-3(Registration Statement No. 333-215604) declared effective by the Securities and Exchange Commission on February 6, 2017, as supplemented by an applicableprospectus supplement. A copy of the opinion of the Company’s counsel, Squire Patton Boggs (US) LLP, relating to the legality of the issuance and sale of the shares in the offering is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the offering and the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure

On August 17, 2017, the Company issued a press release announcing the offering described in Item 1.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference. On August 18, 2017, the Company issued a press release announcing the pricing of the offering described in Item 1.01. A copy of the press release is included as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The information contained in this Current Report, including the accompanying Exhibit 99.1 and Exhibit 99.2, is furnished to Item 7.01 of Form 8-K and shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this Current Report, including the accompanying exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Section 9 – Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement dated August 18, 2017

5.1

Opinion of Legal Counsel

99.1

Press Release dated August 17, 2017

99.2

Press Release dated August 18, 2017


AMTECH SYSTEMS INC Exhibit
EX-1.1 2 underwritingagreement_v3.htm EXHIBIT 1.1 Exhibit AMTECH SYSTEMS,…
To view the full exhibit click here

About Amtech Systems, Inc. (NASDAQ:ASYS)

Amtech Systems, Inc. is engaged in the manufacture of capital equipment, including thermal processing, silicon wafer handling automation and related consumables used in fabricating solar cells, Light Emitting Diode (LED) and semiconductor devices. The Company operates through three business segments: solar, semiconductor and polishing. The solar segment supplies thermal processing systems, including diffusion; plasma-enhanced chemical vapor deposition (PECVD); atomic layer deposition (ALD), and related automation, parts and services to the solar/photovoltaic industry. The semiconductor segment supplies thermal processing equipment, including solder reflow equipment and related controls for use by the semiconductor manufacturers and in electronics assembly for automotive and other industries. The polishing supplies segment produces consumables and machinery for lapping (fine abrading) and polishing of materials, such as sapphire substrates and optical components.

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