UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Amtech Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
032332504
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(CUSIP Number)
Steven N. Bronson
100 Mill Plain Road
Danbury, Connecticut 06811
with a copy to:
James A. Prestiano, Esq.
631 Commack Road, Suite 2A
Commack, New York 11725
(631) 499-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 2005
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(Date of Event which Requires Filing of This Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section
240.13d-7(b) for other parties to whom copies are to be sent.
(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 ("Act")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).
(Continued on following pages)
CUSIP No. 437-858-103 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEVEN N. BRONSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 256,250
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 256,250
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,250
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8. 65%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 437-858-103 SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value ("Common Stock")
of Amtech Systems, Inc. (the "Issuer"). The Issuer's principal executive office
is located at 131 South Clark Drive, Tempe, Arizona, 85281. The Issuer has
previously reported that as of May 16, 2005, the Issuer had 2,705,121 shares of
Common Stock issued and outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D is filed on behalf of Steven N. Bronson.
(b) Mr. Bronson's business address is 100 Mill Plain Road, Danbury,
Connecticut 06811.
(c) Mr. Bronson is the President of Catalyst Financial LLC ("Catalyst"), a
broker-dealer registered under the Act. Catalyst's offices are located at 100
Mill Plain Road, Danbury, Connecticut 06811. Mr. Bronson is also the managing
member of Catalyst Fund GP, LLC, a Delaware limited liability company, which is
the general partner of Catalyst Fund, L.P., a Delaware limited partnership.
(d) During the last five years Mr. Bronson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting or mandating
activities subject to the federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On April 22, 2005, Catalyst acquired a warrant to purchase 60,000 shares of
the Issuer's Common Stock at a purchase price of $4.67 per share (the "Warrant")
for services rendered by Catalyst to the Issuer in connection with the Issuer's
sale of 540,000 shares of the Issuer's Series A Convertible Preferred Stock (the
"Preferred Stock"). Also on April 22, 2005, Catalyst Fund, L.P. purchased an
aggregate amount of 196,250 shares of the Preferred Stock at a price Of $4.00
per share in a private transaction for an aggregate cost of $785,000. The
Preferred Stock acquired by Catalyst Fund, L.P. is convertible into 196,250
shares of Issuer's Common Stock.
Item 4. Purpose of Transaction.
Catalyst acquired the Warrant in exchange for services rendered to the
Issuer. Catalyst Fund, L.P. purchased the shares of Preferred Stock for
investment purposes. Mr. Bronson may, for his own account, Catalyst or the
Catalyst Fund, L.P., (i) increase or decrease his beneficial ownership in the
securities of the Issuer, (ii) sell all or part of the beneficially owned
securities of the Issuer in open market or privately negotiated sales or
otherwise, or (iii) make further purchases of the securities of the Issuer
through open market or privately negotiated transactions or otherwise.
Other than as described above, Mr. Bronson does not have any plans or
proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;
(h) Causing a class of securities of the Issuer to be delisted form a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson, as the President of Catalyst and the managing member
of the Catalyst Fund GP, LLC, which is the general partner of Catalyst Fund,
L.P., may be deemed to beneficially own an aggregate of 256,250 shares of the
Issuer's Common Stock, representing approximately 8.65% of the total shares of
Common Stock issued and outstanding. The securities of the Issuer beneficially
owned by Mr. Bronson include the Warrant to purchase 60,000 shares of Common
Stock held by Catalyst, and the 196,250 shares of Preferred Stock owned by
Catalyst Fund, L.P. Mr. Bronson has sole voting and sole dispositive power with
respect to the Common Stock owned by Catalyst and the Catalyst Fund, L.P.
(c) Not applicable.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: May 31, 2005
Steven N. Bronson
/s/ Steven N. Bronson, Member
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STEVEN N. BRONSON, Member
Catalyst Fund GP, LLC,
its general partner
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (See 18 U.S.C. Section l001).