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 | 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (90K)
Doc #1137447: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
KOKUSAI SEMICONDUCTOR EQUIPMENT CORPORATION
and
AMTECH SYSTEMS INC.
May 3, 2004
TABLE OF CONTENTS
Page
1.
Sale and Delivery of the Purchased Assets
1
2.
Representations of the Seller
7
3.
Representations of the Buyer
10
4.
Access to Information; Public Announcements; Employee . . .
1137447
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Amtech
As referenced in this Asset Purchase Agreement:
AMTECH SYSTEMS INC. – Agreement, dated May 3, 2004
EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT, DATED MAY 3, 2004
Exhibit 2.1
ASSET PURCHASE AGREEMENT
between
KOKUSAI SEMICONDUCTOR EQUIPMENT CORPORATION
and
AMTECH SYSTEMS INC.
May 3, 2004
TABLE OF CONTENTS
Page
1.
Sale and Delivery of the Purchased Assets
1
2.
Representations of the Seller
7
3.
Representations of the Buyer
10
4.
_____________
AMTECH Systems Inc. – 2
Buyer Consents
Schedule 4.3
Transferred Employees
Schedule 5.10
Buyer Services
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the Agreement) is made as of May 3, 2004 between AMTECH Systems Inc. , an Arizona corporation (the Buyer), and Kokusai Semiconductor Equipment Corporation, a Delaware corporation (the Seller).
Introduction
The Seller wishes to sell to the Buyer, and the Buyer wishes to
_____________
Amtech Systems, Inc. – York, NY 10178
Fax: 408-435-7389
Tel: 212-309-6064
Attn.: Mr. Masakazu Ozawa
Fax: 212-309-6273
To the Buyer:
With copies to (which will not constitute notice):
Amtech Systems, Inc.
Squire, Sanders & Dempsey L.L.P.
131 South Clark Drive
Two Renaissance Square
Tempe, Arizona 85281-3008
40 North Central Avenue
Tel: 480-967-5146
Suite 2700
Fax:
_____________
AMTECH SYSTEMS INC. – under seal by the parties hereto as of and on the date first above written.
Seller:
KOKUSAI SEMICONDUCTOR EQUIPMENT CORPORATION
By:
/s/ MASAKAZU OZAWA
Name:
Masakazu Ozawa
Title:
CEO
Buyer:
AMTECH SYSTEMS INC.
By:
/s/ J.S. WHANG
Name:
J.S. Whang
Title:
CEO/President
29
_____________
dt 1465784
;
|
 Squire Sanders
As referenced in this Asset Purchase Agreement:
Squire, Sanders – Fax: 408-435-7389
Tel: 212-309-6064
Attn.: Mr. Masakazu Ozawa
Fax: 212-309-6273
To the Buyer:
With copies to (which will not constitute notice):
Amtech Systems, Inc.
Squire, Sanders & Dempsey L.L.P.
131 South Clark Drive
Two Renaissance Square
Tempe, Arizona 85281-3008
40 North Central Avenue
Tel: 480-967-5146
Suite 2700
Fax: 480-968-
_____________
dt 1319289
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (75K)
Doc #1137454: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
KOKUSAI ELECTRIC EUROPE GMBH
and
AMTECH SYSTEMS INC.
May 3, 2004
TABLE OF CONTENTS
Page
1.
Sale and Delivery of the Purchased Assets
1
2.
Representations of the Seller
5
3.
Representations of the Buyer
6
4.
Access to Information; Public Announcements; . . .
1137454
|
Amtech
As referenced in this Asset Purchase Agreement:
AMTECH SYSTEMS INC. – Agreement, dated May 3, 2004.
EX-2.4 5 dex24.htm ASSET PURCHASE AGREEMENT, DATED MAY 3, 2004.
Exhibit 2.4
ASSET PURCHASE AGREEMENT
between
KOKUSAI ELECTRIC EUROPE GMBH
and
AMTECH SYSTEMS INC.
May 3, 2004
TABLE OF CONTENTS
Page
1.
Sale and Delivery of the Purchased Assets
1
2.
Representations of the Seller
5
3.
Representations of the Buyer
6
4.
_____________
AMTECH Systems Inc. – Schedule 4.3(c)
Severance Benefits
Schedule 4.3(d)
Vacation Incentive Compensation
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the Agreement) is made as of May 3, 2004 between AMTECH Systems Inc. , an Arizona corporation (the Buyer), and Kokusai Electric Europe GmbH, a corporation under German law (the Seller).
Introduction
The Seller wishes to sell to the Buyer, and the Buyer
_____________
Amtech Systems, Inc. – Ozawa
and
Morgan, Lewis & Bockius LLP
Attention: Alan J. Neuwirth, Esq.
101 Park Avenue
New York, NY 10178
Tel: 212-309-6064
Fax: 212-309-6273
To the Buyer:
Amtech Systems, Inc.
With copies to (which will not constitute notice):
131 South Clark Drive
Tempe, Arizona 85281-3008
Squire, Sanders & Dempsey L.L.P.
Tel: 480-967-5146
Attention: Christopher
_____________
AMTECH SYSTEMS INC. – seal by the parties hereto as of and on the date first above written.
Seller:
KOKUSAI ELECTRIC EUROPE GMBH
By:
/s/ TOSHIO MATSUZAKI
Name:
Toshio Matsuzaki
Title:
Managing Director
Buyer:
AMTECH SYSTEMS INC.
By:
/s/ J.S. WHANG
Name:
J.S. Whang
Title:
CEO/President
25
_____________
dt 1465785
;
 BNY
As referenced in this Asset Purchase Agreement:
Bank of New York – the extent set forth on Schedule 4.3(c). In determining the amount of such reduction, the parties shall use the noon buying rate of Euros by the Federal Reserve Bank of New York on the day prior to the Closing Date.
(d) Vacation and Incentive Compensation. The Buyer shall assume the liability for any unpaid incentive compensation and/or other bonuses earned by
_____________
dt 1586437
;
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Squire Sanders
As referenced in this Asset Purchase Agreement:
Squire, Sanders – Tel: 212-309-6064
Fax: 212-309-6273
To the Buyer:
Amtech Systems, Inc.
With copies to (which will not constitute notice):
131 South Clark Drive
Tempe, Arizona 85281-3008
Squire, Sanders & Dempsey L.L.P.
Tel: 480-967-5146
Attention: Christopher D. Johnson, Esq.
Fax: 480-968-3763
Two Renaissance Square
40 North Central Avenue
Attn.: Mr. J. S.
_____________
dt 1319290
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| 2006 |
Borrower Agreement
Borrower Agreement (77K)
Doc #1137413: Click preview link for longer preview.
EXPORT-IMPORT BANK OF THE UNITED STATES
WORKING CAPITAL GUARANTEE PROGRAM
BORROWER AGREEMENT
3.01
Indemnification
23
3.02
Liens
23
ARTICLE IV MISCELLANEOUS
24
4.01
Governing Law
24
4.02
Notification
24
4.03
Partial Invalidity
24
4.04
Waiver of Jury Trial
24
4.05
Consequential . . .
1137413
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BNY
As referenced in this Borrower Agreement:
Bank of New York – percent (25%) for Retainage Accounts Receivable.
Affiliated Foreign Person shall have the meaning set forth in Section 2.15.
Business Day shall mean any day on which the Federal Reserve Bank of New York is open for business.
Buyer shall mean a Person that has entered into one or more Export Orders with Borrower or who is an obligor on Export-Related Accounts Receivable
_____________
dt 1586435
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| 2005 |
Directors Stock Option Plan
Directors Stock Option Plan (8K)
Doc #1137423: This document is immediately available for purchase, but does not have a preview available for viewing.
1137423
| | |
| Full Doc
| 2001 |
Employment Agreement
Employment Agreement (38K)
Doc #1137489: This document is immediately available for purchase, but does not have a preview available for viewing.
1137489
| | |
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| 2007 |
Stock Purchase and Sale Agreement
Stock Purchase and Sale Agreement (147K)
Doc #3169244: Click preview link for longer preview.
STOCK PURCHASE AND SALE AGREEMENT
By and Among
TEMPRESS HOLDINGS B.V.
R2D INGENIERIE SAS
and
THE SHAREHOLDERS OF R2D INGENIERIE SAS
Dated as of
October 8, 2007
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
1.1 Certain Definitions
1
1.2 Index of Other Definitions
5
1.3 Usage
6
ARTICLE II THE TRANSACTIONS
7
2.1 The Transactions and the . . .
3169244
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| 2004 | | | |
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| 2007 |
Underwriting Agreement
Underwriting Agreement (97K)
Doc #3186743: Click preview link for longer preview.
Amtech Systems, Inc.
2,000,000 Shares *
Common Stock
($0.01 par value)
Underwriting Agreement
New York, New York
, 2007
Collins Stewart LLC
Oppenheimer & Co. Inc.
Broadpoint Capital, Inc.
As Representatives of the several Underwriters,
c/o Collins Stewart LLC
350 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Amtech Systems, Inc., an Arizona corporation (the �Company�), proposes to issue and sell to the several underwriters named in Schedule I hereto (the �Underwriters�), for whom you (the �Representatives�) are acting as representatives, 2, . . .
3186743
|
Amtech
As referenced in this Underwriting Agreement:
Amtech Systems, Inc. –
EX-1.1 11 exhibit1-1.htm FORM OF UNDERWRITING AGREEMENT
Exhibit 1.1
Amtech Systems, Inc.
2,000,000 Shares *
Common Stock
($0.01 par value)
Underwriting Agreement
New York, New York
, 2007
Collins Stewart LLC
Oppenheimer & Co. Inc.
Broadpoint Capital, Inc.
As Representatives
_____________
Amtech Systems, Inc. – LLC
Oppenheimer & Co. Inc.
Broadpoint Capital, Inc.
As Representatives of the several Underwriters,
c/o Collins Stewart LLC
350 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Amtech Systems, Inc. , an Arizona corporation (the ?Company?), proposes to issue and sell to the several underwriters named in Schedule I hereto (the ?Underwriters?), for whom you (the ?Representatives?) are acting as
_____________
Amtech Systems, Inc. – sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
Amtech Systems, Inc.
By:
Name
Title
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
Collins Stewart LLC
By:
Title
For itself and the other
several
_____________
AMTECH SYSTEMS, INC. – Co. Inc.
Broadpoint Capital, Inc.
Total
2,000,000
1
SCHEDULE II
[Not used]
1
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
1
EXHIBIT A
AMTECH SYSTEMS, INC.
Public Offering of Common Stock
Collins Stewart LLC
350 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
This letter is being delivered to you in connection with
_____________
Amtech Systems, Inc. – LLC
350 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the ?Underwriting Agreement?), between Amtech Systems, Inc. an Arizona corporation (the ?Company?), and you as underwriter, relating to an underwritten public offering of common stock, $0.01 par value (the ?Common Stock?), of the Company (the ?
_____________
dt 1832570
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