Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 28, 2020, Amtech Systems, Inc. (the "Company") announced the sale of
the shares of its subsidiary, Tempress Group Holding B.V. ("Tempress"),
effective January 22, 2020 (the "Effective Date"), for nominal consideration to
Stichting Continuiteit Tempress, an independent foundation that was formed under
Dutch law. In connection with this sale transaction, the Company agreed to
provide an unsecured term loan to Tempress in the principal sum of $2,250,000,
to be used to fund Tempress' working capital requirements and to facilitate a
restructuring of Tempress' operations. The loan contains repayment provisions
specifying amounts due and payable upon certain future events, including the
sale of the equity or a material portion of the assets of Tempress in a future
transaction.
As reported in the Company's annual report on Form 10-K for the fiscal year
ended September 30, 2019 (the "2019 10-K"), the Company has classified
substantially all of its Solar segment, including Tempress, as held for sale in
its Consolidated Balance Sheets and reported its results as discontinued
operations in its Consolidated Statements of Operations. See Note 2 -- "Assets
Held for Sale and Discontinued Operations" of the Notes to Consolidated
Financial Statements in the 2019 10-K. The Company expects to record a
significant pre-tax loss on deconsolidation and a tax benefit relating to the
loss, as part of its fiscal Q2 financial statements (i.e., its Quarterly Report
on Form 10-Q for the 3-month period ending March 31, 2020).
On January 28, 2020, the Company issued a press release announcing the sale of
Tempress, which press release is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2020, the Company announced the promotion of Mr. Michael Whang to
Chief Executive Officer, effective immediately. The Company also announced the
retirement of Mr. Robert Hass, 70, Executive Vice President, effective February
17, 2020. Mr. J.S. Whang, the Company's former Chief Executive Officer, will
continue in his capacity as Executive Chairman.
Mr. Michael Whang, 48, joined the Company in April 2004 as Director of
Information Technology and Risk Management. In May 2016, Michael Whang was
promoted to Chief Risk Officer and Chief Information Officer. He was promoted to
Vice President of Operations on January 4, 2018 and to Vice President and Chief
Operating Officer on March 6, 2019. He was promoted to Chief Executive Officer
on January 28, 2020. His responsibilities at Amtech included roles in corporate
strategy and operations, compliance, and M&A due diligence and post-acquisition
activity, culminating in operational oversight of the USA Operations. Prior to
joining Amtech, Michael Whang served in various information technology
management roles at several technology companies. Michael Whang is the son of
Jong S. Whang, Amtech's founder and Executive Chairman.
In connection with Mr. Michael Whang's promotion to Chief Executive Officer, he
received an increase in his base salary to $280,000, effective immediately. Mr.
Michael Whang does not currently have an employment agreement with the Company.
In connection with the foregoing, the terms of Mr. J.S. Whang's employment
agreement were amended to reflect the elimination of the unilateral right to
restore his base salary to $400,000 and the elimination of his annual car
allowance of $18,000. As a result, Mr. Whang's salary will remain at $250,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release dated January 28, 2020.
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