sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)(1)
Amtech Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
032332-50-4
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 2006
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP No. 032332-50-4 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Scott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 487,443
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
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9 SOLE DISPOSITIVE POWER
487,443
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
487,443
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 032332-50-4 13D Page 3 of 8 Pages
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This Amendment No. 4 amends the Schedule 13D filed by Richard L. Scott
("Reporting Person") on May 2, 2005 (the "Schedule 13D"), as amended May 15,
2006, June 27, 2006 and November 27, 2006 with respect to shares of the Common
Stock, $.01 par value ("Common Stock"), of Amtech Systems, Inc., an Arizona
corporation (the "Issuer"). Capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Schedule 13D.
The following Items are hereby amended as follows:
Item 3 is hereby amended and restated to read as follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person has used personal funds of approximately
$2,455,231.40 to acquire the 487,443 shares of Common Stock owned by the
Reporting Person (including funds to acquire shares of Series A Preferred which
have been converted into Common Stock). The shares were purchased by Amtech
Investments, LLC, an entity controlled by the Reporting Person.
Item 4 is hereby amended to add the following:
On December 26, 2006, an affiliate of the Reporting Person delivered a
letter to the President and Chief Executive Officer of the Issuer in which it
questions the Issuer's intention to raise $15 million in a public offering of
common stock (the "Offering"). The letter states that while exploiting
significant opportunities in the solar industry may require additional working
capital, it is not in the best interest of the existing stockholders to
undertake the Offering, that relative to both comparable companies and intrinsic
value, the Offering significantly undervalues the Issuer and that should the
Issuer proceed as planned, significant value will be transferred from existing
stockholders to stockholders participating in the Offering. The letter requests
that the Issuer immediately withdraw the Form S-1 registering the Offering and
terminate the engagement with its financial advisor. The letter states that
unless the Issuer can convince the Reporting Person that the Offering is in the
best interests of the stockholders or withdraws the Offering, the Reporting
Person's only option will be to take action to call a Special Meeting of
Stockholders to seek the votes necessary to change the composition of the Board
of Directors in a manner that will protect the interests of the stockholders. A
copy of the letter is attached hereto and incorporated herein by reference. The
Reporting Person reserves the right to take any and all other action required to
protect its investment in the Issuer including nominating directors at an annual
meeting.
Item 5 is hereby amended and restated to read as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP No. 032332-50-4 13D Page 4 of 8 Pages
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On March 20, 2006, the Reporting Person converted all 312,500 shares of
Series A Convertible Preferred Stock owned by Amtech Investments, LLC, an entity
controlled by the Reporting Person, into 312,500 shares of Common Stock.
The 487,443 shares of the Common Stock owned by the Reporting Person
constitute 14.00% of the outstanding Common Stock of the Issuer based on the
outstanding shares of the Issuer's Common Stock set forth on the Issuer's most
recent Form 10-K.
The Reporting Person has sole voting and dispositive power with respect
to the Common Stock.
The Reporting Person purchased the following shares of the Common Stock
of the Issuer in open market transactions since the filing of Amendment No. 3 to
the Schedule 13D:
Purchase Date No. of Shares Price Per Share
12/22/2006 3,389 $ 7.0991
The Common Stock was purchased as set forth above by Amtech
Investments, LLC, an entity controlled by the Reporting Person.
The Reporting Person has not purchased or sold any other shares of
Common Stock of the Issuer since the filing of Amendment No. 3 to the Schedule
13D.
Item 7 is hereby amended to add the following exhibit:
Exhibit 2. Letter to the President and Chief Executive Officer of
Amtech Systems, Inc., dated December 26, 2006.
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CUSIP No. 032332-50-4 13D Page 5 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 27, 2006
/s/ Richard L. Scott
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Richard L. Scott
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CUSIP No. 032332-50-4 13D Page 6 of 8 Pages
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EXHIBIT INDEX
Exhibit Page
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1. Subscription Agreement dated as of April 22, 2005, between --
Amtech Investments, LLC and Amtech Systems, Inc.
2. Letter from Amtech Investments, LLC to the President and 7-8
Chief Executive Officer of Amtech Systems, Inc., dated
December 26, 2006.
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CUSIP No. 032332-50-4 13D Page 7 of 8 Pages
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Exhibit 2
December 26, 2006
Mr. JS Whang
President, Chief Executive Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, AZ 85281
Dear JS:
Richard L. Scott Investments, LLC ("RLSI"), through affiliates, beneficially
owns over 14% of the outstanding shares of common stock of Amtech Systems, Inc.
(the "Company"). As a former member of the Company's Board of Directors and a
supportive shareholder of actions taken by the Company for almost two years, I
am compelled to present my perspective regarding the Company's intent to raise
$15MM in a public offering of common stock (the "Offering"). We invested in the
Company due to the quality of the Company's management team, the strength of the
Company's brands, the competitive positioning the Company enjoys in its
industry, the attractive opportunities that we see available to the Company
(particularly in the solar industry) and the fact that Amtech's stock trades at
what we believe to be a low multiple of both revenues and EBITDA/Cash Flow
compared to the intrinsic value of the Company. This remains applicable despite
the recent increase in the Company's stock price after reporting your
outstanding 4th quarter results and providing positive forward-looking comments
on the conference call. As evidenced by your liquid balance sheet, capacity to
borrow, and healthy order trends and backlog, the Company is well-positioned to
pursue many of the opportunities that are available to it. I understand that
exploiting the significant opportunities in the solar industry may require
additional working capital, however, it is not in the best interest of the
Company or its existing stockholders to undertake this equity offering.
On December 19th, I signed a Non-Disclosure Agreement so that we could discuss
the Company's proposed Offering. After speaking with your investment bankers,
C.E. Unterberg, Towbin, I communicated to you, Brad Anderson, the Company's CFO,
and Larry Firestone, a member of the Company's Board of Directors that the
offering was a mistake because (a) you have not demonstrated the need for the
new capital based on the strength of your existing balance sheet, (b) you have
not shown any projected return on the moneys to be raised that would cause this
Offering to not be significantly dilutive to your existing stockholders and (c)
I do not believe the Company should be raising capital in the manner it is
pursuing. At approximately 4pm on December 21st, just prior to announcing the
Company's year-end results, you informed me that despite my objections, the
Company had decided to proceed with the Offering and planned to imminently file
a Form S-1.
Based upon publicly-available information and my understanding of fees typically
paid for investment banking services, it appears that the Company will be
issuing new shares equal to approximately 60% of its' existing outstanding
common shares at a valuation (as measured by Enterprise Value - taking into
account the Company's cash and debt balances) that will likely represent:
o ~35% my estimate of '07 Revenues
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CUSIP No. 032332-50-4 13D Page 8 of 8 Pages
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o ~4.5 times my estimate of '07 EBITDA
Since the Company has minimal capital expenditure requirements, I believe that
EBITDA is a reasonable proxy for operating cash flow.
In addition, it is my understanding the Company has over $6.4MM in cash on its
balance sheet and $3.3MM in bank financing available.
It is my view that relative to both comparable companies and intrinsic value,
the Offering significantly undervalues the Company and that should it proceed as
planned, significant value will be transferred from existing shareholders, to
shareholders participating in the Offering itself. A comparison of the trading
activity in ASYS stock after the close of market hours on December 21st with
that observed on December 22nd, the morning the proposed Offering was announced,
seems to substantiate this view. Shareholders would be better served by waiting
to raise capital until such time as the Company has a more defined use of the
capital and at such time pursuing the least dilutive means to raise capital
including utilizing existing bank and other debt financing alternatives. As
such, we respectfully request that you immediately withdraw your S-1
registration and terminate your engagement with C.E. Unterberg, Tobin. While I
am not advocating a sale of the Company at this time, as an alternative to the
proposed significantly dilutive capital raise, I believe that the Company could
be sold to a strategic buyer on terms that will result in appreciably more value
for existing shareholders.
As shareholders of Amtech Systems, Inc., we are fortunate to be invested in a
company that is performing well, as evidenced by your recent operating results,
order trends and backlog. Additionally, it is clear to us that the Company has
bright prospects for growth, particularly in the solar industry. We are
supportive of reasonable efforts to pursue such opportunities, but disagree with
the Company's plans for raising capital without a more defined return on such
capital.
If you cannot convince us that the proposed Offering is in all shareholders best
interest or fail to withdraw your S-1 registration, our only option will be to
call a Special Meeting of Shareholders to seek the votes necessary to change the
composition of the Company's Board of Directors in a manner that we believe
would more closely protect the interests of existing shareholders. We hope that
such actions will be unnecessary and that we can continue to work together in
the best interests of the Company's stockholders.
We remain thankful for your hard work and the positive fruits of your efforts.
Unfortunately, we believe the proposed Offering is unfair to existing
shareholders.
Respectfully,
Robert Averick
Managing Director