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<SEC-DOCUMENT>/in/edgar/work/20000919/0000950147-00-001445/0000950147-00-001445.txt : 20000923
<SEC-HEADER>0000950147-00-001445.hdr.sgml : 20000923
ACCESSION NUMBER:		0000950147-00-001445
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000919
EFFECTIVENESS DATE:		20000919

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMTECH SYSTEMS INC
		CENTRAL INDEX KEY:			0000720500
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3559
]		IRS NUMBER:				860411215
		STATE OF INCORPORATION:			AZ
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-46086
			FILM NUMBER:		725150
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		131 S CLARK DR
				CITY:			TEMPE
				STATE:			AZ
				ZIP:			85281
				BUSINESS PHONE:		6029675146
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		131 SOUTH CLARK DRIVE
					CITY:			TEMPE
					STATE:			AZ
					ZIP:			85281
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	QUARTZ ENGINEERING & MATERIALS INC
						DATE OF NAME CHANGE:	19870715
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8 OF AMTECH SYSTEMS, INC.
<TEXT>

   As filed with the Securities and Exchange Commission on September 19, 2000
                                                  Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                              AMTECH SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Arizona                                          86-0411215
    -------------------------------                          -------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

 131 South Clark Drive, Tempe, Arizona                              85281
- ----------------------------------------                          ----------
(Address of Principal Executive offices)                          (Zip Code)

                             1998 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                                 Robert T. Hass
                              Amtech Systems, Inc.
                   131 South Clark Drive, Tempe, Arizona 85281
                   -------------------------------------------
                     (Name and address of agent for service)

                                 (480) 967-5146
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  With copy to:
                              Gregory R. Hall, Esq.
                        Squire, Sanders & Dempsey L.L.P.
                       40 North Central Avenue, Suite 2700
                             Phoenix, Arizona 85004
                                 (602) 528-4000

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    PROPOSED         PROPOSED
   TITLE OF                         MAXIMUM          MAXIMUM
  SECURITIES         AMOUNT         OFFERING         AGGREGATE        AMOUNT OF
    TO BE            TO BE           PRICE           OFFERING       REGISTRATION
  REGISTERED       REGISTERED      PER SHARE *        PRICE *           FEE
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value       50,000*       $15.3125**       $765,625**        $202.13
================================================================================
*    This  Registration  Statement also covers such additional  shares of Common
     Stock as may be  issuable  pursuant  to  adjustments  deemed  necessary  or
     equitable by the Board of Directors of the  Registrant  upon stock  splits,
     stock dividends, or other similar changes in capitalization, as provided in
     the 1998 Stock Option Plan.
**   Estimated  solely for the purpose of determining  the  registration  fee in
     accordance  with Rules 457(c) and 457(h) of the  Securities Act of 1933, on
     the basis of the  average  of the high and low  prices for shares of Common
     Stock on September 15, 2000 as reported on the Nasdaq SmallCap Market.

This Registration  Statement shall become effective  automatically upon the date
of filing in  accordance  with Section 8(a) of the  Securities  Act of 1933,  as
amended.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in Part I, Items 1 and
2, will be delivered to employees in accordance with Form S-8 and Securities Act
Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement and shall be deemed a part hereof:

     (a) the Annual Report of Amtech Systems,  Inc.  ("Amtech") on Form 10-K for
the fiscal year ended September 30, 1999, as amended;

     (b) all reports filed by Amtech with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 (the
"Exchange Act") subsequent to September 30, 1999; and

     (c) the  description  of  Amtech's  common  stock,  contained  in  Amtech's
registration statement filed pursuant to Section 12 of the Exchange Act.

     All  documents  subsequently  filed by Amtech  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the Exchange Act,  after the date hereof and prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     This registration  statement is being filed solely to register the issuance
of up to 50,000 shares of the Amtech's  common stock,  $.01 par value per share,
pursuant to its 1998 Stock Option Plan.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to Amtech's Articles of Incorporation,  it shall indemnify any and
all of its  existing  and  former  directors,  officers,  employees,  and agents
against  all  expenses  incurred  by them and each of them,  including,  but not
limited to legal fees, judgments,  penalties,  and amounts paid in settlement or
compromise,  which may arise or be  incurred,  rendered,  or levied in any legal

                                        2
<PAGE>
action brought or threatened against any of them for or on account of any action
or omission  alleged to have been  committed  while  acting  within the scope of
employment as director,  officer, employee or agent of the corporation,  whether
or not any  action is or has been  filed  against  them and  whether  or not any
settlement or compromise is approved by a court,  indemnification  shall be made
by the  corporation  whether the legal action  brought or threatened is by or in
the right of the  corporation  or by any other person.  Whenever any existing or
former director,  officer,  employee,  or agent shall report to the President of
the  corporation  or the chairman of the Board of  Directors  that he or she has
incurred or may incur  expenses,  including,  but not  limited  to,  legal fees,
judgments,  penalties,  and amounts paid in  settlement or compromise in a legal
action brought or threatened  against him or her for or on account of any action
or omission alleged to have been committed by him or her while acting within the
scope of his or her employment as a director,  officer, employee or agent of the
corporation,  the Board of Directors  shall, at its next regular or at a special
meeting  held within a  reasonable  time  thereafter,  determine  in good faith,
whether in regard to the matter involved in the action or  contemplated  action,
such  person  acted,  failed to act, or refused to act  willfully  or with gross
negligence  or with  fraudulent  or criminal  intent.  If the Board of Directors
determines,  in good faith, that such person did not act, fail to act, or refuse
to act willfully or with gross negligence or with fraudulent or criminal intent,
in regard to the matter  involved  in the action or  contemplated  action,  such
person  acted,  failed  to act,  or  refused  to act  willfully  or  with  gross
negligence  or  with  fraudulent  criminal  intent,   indemnification  shall  be
mandatory and shall be  automatically  extended as specified  herein;  provided,
that the  corporation  shall  have the  right to refuse  indemnification  in any
instance in which the person to whom  indemnification  would otherwise have been
applicable shall have unreasonably refused to permit the corporation, at its own
expense and  through  counsel of its own  choosing,  to defend him or her in the
action.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or persons  controlling  Amtech
pursuant  to the  foregoing  provision,  Amtech  has been  informed  that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                        3
<PAGE>
ITEM 8. EXHIBITS.

          EXHIBIT
          NUMBER                          DESCRIPTION
          ------                          -----------
           4             1998 Stock Option Plan

           5             Form of opinion rendered by Squire, Sanders & Dempsey
                         L.L.P (including consent)

           23.1          Consent of Arthur Andersen LLP

           23.2          Consent of Counsel

           24            Powers of Attorney

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement  Notwithstanding  the  foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in

                                        4
<PAGE>
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                        5
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tempe, State of Arizona, on this 19 day of September,
2000.

                                        AMTECH SYSTEMS, INC.,
                                        an Arizona corporation

                                        By /s/ Jong S. Whang
                                           -------------------------------------
                                           Jong S. Whang, President
                                           (Principal Executive Officer)

                            SPECIAL POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  constitutes
and  appoints  Robert T. Hass as his true and lawful attorney-in-fact  and agent
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Form S-8 Registration Statement,
and to file the same with all exhibits thereto,  and all documents in connection
therewith,   with  the  Securities  and  Exchange   Commission,   granting  such
attorney-in-fact  and agent, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

     Signature                        Title                          Date
     ---------                        -----                          ----

/s/ Jong S. Whang            Chairman of the Board,           September 19, 2000
- -------------------------    President and Chief
Jong S. Whang                Executive Officer
                             (Chief Executive Officer)


/s/ Robert T. Hass           Vice President-Finance,          September 19, 2000
- -------------------------    Chief Financial Officer,
Robert T. Hass               Secretary and Treasurer
                             (Chief Financial & Accounting
                             Officer) and Director


/s/ Donald F. Johnston       Director                         September 19, 2000
- -------------------------
Donald F. Johnston


/s/ Alvin Katz               Director                         September 19, 2000
- -------------------------
Alvin Katz


/s/ Bruce R. Thaw            Director                         September 19, 2000
- -------------------------
Bruce R. Thaw

                                        6
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT                                                            PAGE OR
NUMBER         DESCRIPTION                                     METHOD OF FILING
- ------         -----------                                     ----------------

   4           1998 Stock Option Plan                                  *

   5           Form of opinion rendered by Squire,                     *
               Sanders & Dempsey L.L.P (including consent)

 23.1          Consent of Arthur Andersen LLP                          *

 23.2          Consent of Counsel                                See Exhibit 5

  24           Powers of Attorney                             See Signature Page

- ----------
* Filed herewith.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>1998 STOCK OPTION PLAN
<TEXT>

                              AMTECH SYSTEMS, INC.

                             1998 STOCK OPTION PLAN

     1. PURPOSE OF THE PLAN.  The purposes of this 1998 Stock Option Plan are to
advance the  interests  of Amtech  Systems,  Inc.  (the  "Company")  by inducing
persons  of  outstanding  ability  and  potential  to join and  remain  with the
Company,  by  encouraging,  motivating  and enabling  employees to acquire stock
ownership in the Company,  and by providing the participating  employees with an
additional  incentive to promote the success of the Company through the grant of
options to  purchase  shares of the  Company's  Common  Stock.  Options  granted
hereunder may be either  "Incentive Stock Options," as defined in Section 422 of
the Internal Revenue Code of 1986, as amended,  or "Nonstatutory Stock Options,"
at the  discretion  of the Board or a  Committee  appointed  by the Board and as
reflected in the terms of the written option agreement ("Option Agreement").

     2. DEFINITIONS. As used herein, the following definitions shall apply:

          (a) "BOARD"  shall mean the Board of  Directors  of the Company or the
Committee, if one has been appointed.

          (b) "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,
and the rules and regulations promulgated thereunder.

          (c)  "COMMON  STOCK"  shall  mean  the  common  stock  of the  Company
described in the Company's Certificate of Incorporation, as amended.

          (d) "COMPANY" shall mean Amtech Systems, Inc., an Arizona corporation,
and shall include any parent or subsidiary corporation of the Company as defined
in Sections 424(e) and (f), respectively, of the Code.

          (e)  "COMMITTEE"  shall mean the  Committee  appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

          (f)  "EMPLOYEE"  shall  mean  any  person,   including   officers  and
directors,  employed  by the  Company.  The payment of a  director's  fee by the
Company shall not be sufficient to constitute "employment" by the Company.

          (g) "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934,
as amended.

          (h) "FAIR MARKET  VALUE" shall mean,  with respect to the date a given
Option is granted or exercised,  the value of the Common Stock determined by the
Board or the Committee in such manner as it may deem equitable for Plan purposes
but,  in the case of an  Incentive  Stock  Option,  no less than is  required by
applicable laws or regulations;  provided, however, that where there is a public
<PAGE>
market  for the  Common  Stock,  the Fair  Market  Value per Share  shall be the
average of the bid and asked  prices of the Common Stock on the date of grant if
the Common Stock is then  included for quotation on the NASDAQ  SmallCap  Market
or, the Fair Market  Value per Share  shall be the  closing  price of the Common
Stock if the Common  Stock is then  included  on the NASDAQ  National  Market or
listed on the New York,  American  or  Pacific  Stock  Exchange.  The Board or a
Committee appointed by the Board may rely upon published  quotations in The Wall
Street Journal or a comparable  publication  for purposes of the  calculation of
the Fair Market Value per Share as set forth above.

          (i) "INCENTIVE STOCK OPTION" shall mean an Option which is intended to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code.

          (j) "OPTION" shall mean a stock option granted under the Plan.

          (k) "OPTIONED STOCK" shall mean the Common Stock subject to an Option.

          (l)  "OPTIONEE"  shall mean an  Employee  of the  Company who has been
granted one or more Options.

          (m)  "PARENT"  shall  mean  a  "parent  corporation,"  whether  now or
hereafter existing, as defined in Section 424(e) of the Code.

          (n) "PLAN" shall mean this Stock Option Plan.

          (o)  "SHARE"  shall mean a share of the Common  Stock,  as adjusted in
accordance with Section 11 of the Plan.

          (p) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

          (q) "TAX DATE"  shall mean the date an Optionee is required to pay the
Company an amount with respect to tax withholding obligations in connection with
the exercise of an option.

     3. COMMON STOCK SUBJECT TO THE PLAN.  Subject to the  provisions of Section
11 of the Plan, the maximum aggregate number of shares which may be optioned and
sold  under  the Plan is  50,000  Shares  of Common  Stock.  The  Shares  may be
authorized, but unissued, or previously issued Shares acquired or to be acquired
by the Company and held in treasury.

          If an Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full,  the  unpurchased  Shares covered by such
Option  shall,  unless the Plan shall have been  terminated,  be  available  for
future grants of Options.

                                        2
<PAGE>
     4. ADMINISTRATION OF THE PLAN.

          (a) PROCEDURE.

               (1) The Plan  shall be  administered  by the Board in  accordance
with Securities and Exchange  Commission  Rule 16b-3 ("Rule  16b-3");  provided,
however,  that the Board may appoint a Committee to  administer  the Plan at any
time or from time to time and,  provided  further,  that if members of the Board
are not "disinterested" within the meaning of Securities and Exchange Commission
Rule 16b-3, then any participation by directors in the Plan must be administered
by a Committee appointed by the Board.

               (2) The  Committee  shall  consist of at least two (2) members of
the Board, each of whom is "disinterested"  within the meaning of Securities and
Exchange  Commission  Rule 16b-3 to administer  the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once appointed,
the Committee  shall  continue to serve until  otherwise  directed by the Board.
From time to time the Board may increase the size of the  Committee  and appoint
additional members thereof,  remove members (with or without cause), and appoint
new members in substitution  therefor,  fill vacancies however caused, or remove
all  members of the  Committee  and  thereafter  directly  administer  the Plan;
provided,  however,  that at no time may any director who is not "disinterested"
within the meaning of Securities and Exchange Commission Rule 16b-3 serve on the
Committee  nor shall a  Committee  of less than two (2) members  administer  the
Plan.

          (b) POWERS OF THE BOARD.  Subject to the  provisions of the Plan,  the
Board or a Committee  appointed  by the Board shall have the  authority,  in its
discretion: (i) to grant Incentive Stock Options, in accordance with Section 422
of the Code, and to grant "nonstatutory stock options;" (ii) to determine,  upon
review of relevant information and in accordance with Section 2 of the Plan, the
Fair Market Value of the Common Stock; (iii) to determine the exercise price per
Share of Options to be granted,  which  exercise  price shall be  determined  in
accordance  with Section 8(a) of the Plan;  (iv) to determine  the  Employees to
whom,  and the time or times at which Options shall be granted and the number of
shares to be  represented  by each Option;  (v) to interpret  the Plan;  (vi) to
prescribe,  amend and rescind rules and regulations  relating to the Plan; (vii)
to determine the terms and  provisions of each Option granted (which need not be
identical) and, with the consent of the Optionee  thereof,  modify or amend each
Option;  (viii) to  accelerate  or defer (with the consent of the  Optionee) the
exercise  date of any Option;  (ix) to authorize any person to execute on behalf
of the Company any  instrument  required  to  effectuate  the grant of an Option
previously  granted by the Board or a Committee  appointed by the Board;  (x) to
accept or reject the election made by an Optionee  pursuant to Section 18 of the
Plan; and (xi) to make all other  determinations  deemed  necessary or advisable
for the administration of the Plan.

          (c) EFFECT OF BOARD'S  DECISION.  All  decisions,  determinations  and
interpretations  of the Board or a Committee  appointed  by the Board,  shall be
final and binding on all Optionees and any other holders of any Options  granted
under the Plan.

                                        3
<PAGE>
     5. ELIGIBILITY.

          (a) Consistent with the Plan's  purposes,  Options may be granted only
to Employees of the Company as determined by the Board or a Committee  appointed
by the Board. An Employee who has been granted an Option may, if he is otherwise
eligible,  be granted an additional  Option or Options.  Incentive Stock Options
may be granted  only to those  Employees  who meet the  requirements  applicable
under Section 422 of the Code.

          (b) With respect to Incentive  Stock  Options  granted under the Plan,
the aggregate  fair market value  (determined  at the time the  Incentive  Stock
Option is granted) of the Common  Stock with  respect to which  Incentive  Stock
Options are  exercisable  for the first time by the employee during any calendar
year (under all plans of the Company and its parent and subsidiary corporations)
shall not exceed One Hundred Thousand Dollars ($100,000).

          The Plan shall not confer upon any  Optionee any right with respect to
continuation of employment  with the Company,  nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.

     6. EFFECTIVE DATE. The Plan shall take effect on January 31, 1998, the date
on which the Board approved the Plan. No Option may be granted after January 30,
2008 (ten years from the effective date of the Plan);  provided,  however,  that
the Plan and all  outstanding  Options shall remain in effect until such Options
have expired or until such Options are canceled. The Plan shall be submitted for
shareholder  approval  at the  next  meeting  of  shareholders  of the  Company;
provided,  however,  that failure to obtain such  approval  shall not affect the
effectiveness of the Plan.

     7. TERM OF OPTION.  Unless otherwise provided in the Option Agreement,  the
term of each  Incentive  Stock  Option  shall be ten (10) years from the date of
grant thereof.  Unless otherwise  provided in the Option Agreement,  the term of
each Option  which is not an  Incentive  Stock Option shall be eleven (11) years
from the date of grant.  Notwithstanding  the above, in the case of an Incentive
Stock Option granted to an Employee who, at the time the Incentive  Stock Option
is granted, owns ten percent (10%) or more of the Common Stock as such amount is
calculated under Section 422(b)(6) of the Code ("Ten Percent Shareholder"),  the
term of the  Incentive  Stock  Option  shall be five (5) years  from the date of
grant thereof or such shorter time as may be provided in the Option Agreement.

     8. EXERCISE PRICE AND PAYMENT.

          (a) EXERCISE PRICE.  The per Share exercise price for the Shares to be
issued  pursuant to exercise of an Option shall be  determined by the Board or a
Committee  appointed by the Board,  but in the case of an Incentive Stock Option
shall be no less than one hundred  percent  (100%) of the Fair Market  Value per
Share on the date of grant; provided,  further, that in the case of an Incentive
Stock  Option  granted  to an  Employee  who,  at the time of the  grant of such
Incentive  Stock Option,  is a Ten Percent  Shareholder,  the per Share exercise
price shall be no less than one  hundred  ten percent  (110%) of the Fair Market
Value per Share on the date of grant.  In no event may the exercise price in the
case of a nonstatutory  stock option be less than eighty-five  (85%) of the Fair
Market Value per share on the date of grant.

                                        4
<PAGE>
          The  Company  will  pay  any  documentary  stamp  taxes,  handling  or
certificate  issuance  fees  attributable  to the initial  issuance of shares of
Common Stock upon the exercise of any Option under the Plan; provided,  however,
that the  Company  shall not be  required  to pay any fees or taxes which may be
payable with respect to any transfer involved in the issuance or delivery of any
certificates for shares in a name other than that of the holder of an Option.

          (b)  PAYMENT.   The  price  of  an  exercised  Option  and  any  taxes
attributable to the delivery of Common Stock under the Plan, or portion thereof,
shall be paid:

               (1) In United States  dollars in cash or by check,  bank draft or
money order payable to the order of the Company; or

               (2) At the  discretion  of the Board or a Committee  appointed by
the Board,  through the  delivery of shares of Common  Stock,  with an aggregate
Fair Market Value, equal to the option price; or

               (3) By a combination of (1) and (2) above.

          The  Board or a  Committee  appointed  by the  Board  shall  determine
acceptable  methods for  tendering  Common Stock as payment upon  exercise of an
Option and may impose such  limitations  and  prohibitions  on the use of Common
Stock  to  exercise  an  Option  as  it  deems  appropriate,   with  respect  to
nonstatutory  options,  at the election of the Optionee  pursuant to Section 18,
the Company may satisfy its withholding  obligations by retaining such number of
shares of Common Stock subject to the  exercised  Option which have an aggregate
Fair Market value on the exercise date equal to the Company's aggregate federal,
state,  local and foreign tax  withholding  and FICA and FUTA  obligations  with
respect to income generated by the exercise of the Option by Optionee.

     9. EXERCISE OF OPTION.

          (a)  PROCEDURE  FOR  EXERCISE;  RIGHTS AS A  SHAREHOLDER.  Any  Option
granted  hereunder  shall be exercisable at such times and under such conditions
as  determined  by the Board or a Committee  appointed  by the Board,  including
performance  criteria with respect to the Company  and/or the  Optionee,  and as
shall be permissible under the terms of the Plan. Unless otherwise determined by
the Board or a Committee  appointed by the Board at the time of grant, an Option
may be exercised in whole or in part, but in no case may any option be exercised
as to less  than One  Hundred  (100)  shares  at any one time (or the  remaining
shares covered by the option if less than One Hundred (100) shares)).  An Option
may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
exercise has been given to the Company at its principal  office to the attention
of the  Secretary of the Company in  accordance  with the terms of the Option by
the person  entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company.  Full
payment may, as authorized  by the Board or a Committee  appointed by the Board,
consist of any  consideration and method of payment allowable under Section 8(b)
of the Plan.  Until the issuance (as evidenced by the  appropriate  entry on the
books of the Company or of a duly  authorized  transfer agent of the Company) of

                                        5
<PAGE>
the  stock  certificate  evidencing  such  Shares,  no right to vote or  receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option. No adjustment will
be made for a dividend  or other right for which the record date is prior to the
date the stock  certificate  is issued,  except as provided in Section 11 of the
Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option  by the  number  of Shares as to which the
Option is exercised.

          Notwithstanding  anything contained in this Plan to the contrary,  the
Board or a Committee  appointed by the Board may establish certain  restrictions
on the times at which an Option may be exercised after a number of elapsed years
together with  cumulative  exercise  rights and may retain  certain  rights with
respect  to a fixed  repurchase  price  for the  Option  Stock  if the  Employee
voluntarily  terminates his employment  with the Company within a certain period
of time  after  exercising  the  Option  or whose  employment  is  involuntarily
terminated  for gross  misconduct,  fraud,  embezzlement,  theft,  breach of any
fiduciary duty owed to the Company or for nonperformance of duties.

          (B) TERMINATION OF STATUS AS AN EMPLOYEE.

               (1) TERMINATION OF EMPLOYMENT.  Unless  otherwise  provided in an
Option Agreement relating to an Option that is not an Incentive Stock Option, if
an Employee's employment by the Company is terminated,  whether voluntary or for
cause, except if such termination occurs due to retirement, death or disability,
the  Option,  to the  extent  not  exercised,  shall  cease on the date on which
Employee's employment by the Company is terminated. For purposes of this Section
9, an  employee  who leaves the employ of the Company to become an employee of a
subsidiary  or parent  corporation  of the  Company or a  corporation  which has
assumed  the option of the  Company as a result of a  corporate  reorganization,
etc., shall not be considered to have terminated his employment. For purposes of
this Section 9, the employment  relationship of an employee of the Company or of
a subsidiary  corporation  of the Company will be treated as  continuing  intact
while he is on military or sick leave or other bona fide leave of absence  (such
as temporary  employment by the government) if such leave does not exceed ninety
(90) days,  or, if longer,  so long as his right to  reemployment  is guaranteed
either by statute or by contract.

               (2)  RETIREMENT.  For purposes of the Plan,  the retirement of an
individual  either  pursuant  to a pension  or  retirement  plan  adopted by the
Company or at the normal  retirement  date  prescribed  from time to time by the
Company,  shall be deemed to be a termination  of such  individual's  employment
other  than  voluntary  or for cause.  If an  Employee's  termination  is due to
retirement,  then the Employee  may, but only within  ninety (90) days after the
date he ceases to be an  Employee  of the  Company,  exercise  his Option to the
extent that he was entitled to exercise it at the date of such  termination.  To
the extent that he was not  entitled to exercise  the Option at the date of such
termination,  or if he does not exercise  such Option  (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

                                        6
<PAGE>
               (3) DISABILITY.  Unless otherwise provided in an Option Agreement
relating to an Option that is not an Incentive Stock Option, notwithstanding the
provisions of Section 9(b) above, in the event an Employee is unable to continue
his  employment  with  the  Company  as a  result  of his  permanent  and  total
disability (as defined in Section 22(e)(3) of the Code), he may, but only within
one (1) year from the date of termination,  exercise his Option to the extent he
was entitled to exercise it at the date of such termination.  To the extent that
he was not entitled to exercise the Option at the date of termination,  or if he
does not exercise  such Option  (which he was  entitled to exercise)  within the
time specified herein, the Option shall terminate.

               (4) DEATH OF  OPTIONEE.  Unless  otherwise  provided in an Option
Agreement  relating  to an Option  that is not an  Incentive  Stock  Option,  if
Optionee  dies  during the term of the Option and is at the time of his death an
Employee of the Company who shall have been in continuous  status as an Employee
since the date of grant of the Option,  the Option may be  exercised at any time
within one (1) year following the date of death (or such other period of time as
is  determined  by the Board or a  Committee  appointed  by the  Board),  by the
Optionee's  estate or by a person who  acquired the right to exercise the Option
by bequest or inheritance,  but only to the extent that Optionee was entitled to
exercise  the Option on the date of death.  To the extent that  decedent was not
entitled  to  exercise  the  Option on the date of death,  or if the  Optionee's
estate,  or person who  acquired  the right to exercise the Option by bequest or
inheritance,  does not exercise  such Option (which he was entitled to exercise)
within the time specified herein, the Option shall terminate.

     10.  NON-TRANSFERABILITY  OF OPTION.  An Option  may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

     11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION  OR MERGER.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon cancellations or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the common stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board or
a Committee appointed by the Board, whose determination in that respect shall be
final, binding and conclusive.  Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities  convertible  into
shares of stock of any class shall affect,  and no adjustment by reason thereof,
shall be made with  respect  to the  number  or price of shares of Common  Stock
subject to an Option.

                                        7
<PAGE>
          In the  event  of  the  proposed  dissolution  or  liquidation  of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board or a Committee appointed
by the  Board.  The Board or a  Committee  appointed  by the Board  may,  in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board or a Committee  appointed by the Board
and give each Optionee the right to exercise his Option as to all or any part of
the Optioned Stock,  including Shares as to which the Option would not otherwise
be exercisable.  In the event of a proposed sale of all or substantially  all of
the assets of the  Company,  or the merger of the Company  with or into  another
corporation,  the  Option  shall be  assumed or an  equivalent  option  shall be
substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor  corporation,  unless the Board or a Committee  appointed by the Board
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  that the Optionee shall have the right to exercise
the Option as to all of the  Optioned  Stock,  including  Shares as to which the
Option would not otherwise be exercisable. If the Board or a Committee appointed
by the  Board  makes  an  Option  fully  exercisable  in lieu of  assumption  or
substitution  in the  event  of a  merger  or sale of  assets,  the  Board  or a
Committee appointed by the Board shall notify the Optionee that the Option shall
be fully  exercisable  for a period  of  thirty  (30) days from the date of such
notice (but not later than the  expiration  of the term of the Option  under the
Option  Agreement),  and the Option will  terminate  upon the expiration of such
period.

     12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes,  be the date on which the Board or a Committee  appointed by the Board
makes the determination  granting such Option. Notice of the determination shall
be given to each  Employee to whom an Option is so granted  within a  reasonable
time after the date of such grant.

     13. AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  Amendment and  Termination.  The Board may amend or terminate the
Plan  from  time to time  in such  respect  as the  Board  may  deem  advisable;
provided,  however,  that the following  revisions or  amendments  shall require
approval of the holders of a majority of the  outstanding  Shares of the Company
entitled to vote:

               (1) Any  increase  in the  number of Shares  subject to the Plan,
other than in connection with an adjustment under Section 11 of the Plan;

               (2) Any  change  in the  designation  of the  class of  employees
eligible to be granted Options; or

               (3) If the  Company  has a class of  equity  security  registered
under  Section 12 of the Exchange Act at the time of such revision or amendment,
any material increase in the benefits accruing to participants under the Plan.

          (b)  EFFECT  OF  AMENDMENT  OR  TERMINATION.  Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

                                        8
<PAGE>
     14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the  exercise  of an  Optionee  unless the  exercise  of such  Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          As a condition to the  exercise of an Option,  the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

          In the case of an Incentive Stock Option, any Optionee who disposes of
Shares of Common Stock acquired on the exercise of an Option by sale or exchange
(a) either  within two (2) years after the date of the grant of the Option under
which the  Common  Stock  was  acquired  or (b)  within  one (1) year  after the
acquisition  of such  Shares of Common  Stock  shall  notify the Company of such
disposition and of the amount realized upon such disposition.

          Stock certificates  evidencing  unregistered  shares acquired upon the
exercise of Options shall bear a restrictive  securities legend substantially as
follows:

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
          UNDER   THE   SECURITIES   LAWS  OF  ANY   STATE   OR  OTHER
          JURISDICTION.  THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR
          SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
          FOR THE  SECURITIES  UNDER THE  SECURITIES  ACT OF 1933,  AS
          AMENDED,  AND  APPLICABLE  SECURITIES  LAWS OF ANY  STATE OR
          OTHER JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO
          THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     15. CHANGE IN CONTROL.  Each Option that is outstanding on a Control Change
Date, as hereinafter  defined,  shall be exercisable in whole or in part on that
date and  thereafter  during the  remainder of the Option  period  stated in the
Option Agreement. A "Change in Control" occurs if, after the date of the initial
Agreement, (1) any person, including a "group" as defined in Section 13(d)(3) of
the  Exchange  Act,  becomes  the  owner or  beneficial  owner of the  Company's
securities  having  20% or  more  of  the  combined  voting  power  of the  then
outstanding  Company's  securities  that  may be cast  for the  election  of the
Company's  directors  (other  than as a  result  of an  issuance  of  securities
initiated  by the  Company,  or open market  purchases  approved by the Board of
Directors  as long  as a  majority  of the  Board  of  Directors  approving  the
purchases is in the majority at the time the purchases are made);  or (2) as the
direct or indirect  result of, or in connection  with, a cash tender or exchange
offer, a merger or other  business  combination,  a sale of assets,  a contested

                                        9
<PAGE>
election,  or any  combination  of  these  transactions,  the  persons  who were
directors  of the  Company  before  such  transactions  ceased to  constitute  a
majority of the Company's  Board of Directors or any successor's  board,  within
two years of the last of such  transactions.  For purposes of this Section,  the
"Control  Change  Date" is the date on  which an event  described  in (1) or (2)
occurs.  If a Change of Control  occurs on account of a series of  transactions,
the Control Change Date is the date of the last of such transactions.

     16. RESERVATION OF SHARES; ISSUANCE AND SALE OF SHARES. The Company, during
the term of this Plan,  will at all times reserve and keep available such number
of  Shares as shall be  sufficient  to  satisfy  the  requirements  of the Plan.
Inability of the Company to obtain  authority  from any  regulatory  body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful  issuance  and sale of any Shares  hereunder,  shall  relieve  the
Company of any  liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

     17.  OPTION  AGREEMENT.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

     18. WITHHOLDING TAXES.  Subject to Section 4(b)(x) of the Plan and prior to
the Tax Date, the Optionee may make an irrevocable  election to have the Company
withhold from those Shares that would otherwise be received upon the exercise of
any  nonstatutory  stock  option,  a number of Shares having a Fair Market Value
equal to the minimum amount necessary to satisfy the Company's  federal,  state,
local and foreign tax withholding obligations and FICA and FUTA obligations with
respect to the exercise of such Option by the Optionee.

          An  Optionee  who is also an  officer  of the  Company  must  make the
above-described election:

               (a) at least six  months  after  the date of grant of the  Option
(except in the event of death or disability); and

               (b) either:

                    (1) six months prior to the Tax Date, or

                    (2) prior to the Tax Date and during the period beginning on
the third business day following the date of the Company  releases its quarterly
or annual statement of sales and earnings and ending on the twelfth business day
following such date.

                                       10
<PAGE>
     19. MISCELLANEOUS PROVISIONS.

          (a) NOT A CONTRACT OF EMPLOYMENT.  Nothing contained in the Plan or in
any Option  Agreement  executed  pursuant  to the Plan shall be deemed to confer
upon any  individual  to whom an Option  may be granted  hereunder  any right to
remain in the  employ  or  service  of the  Company  or a parent  or  subsidiary
corporation of the Company.

          (b) PLAN EXPENSES.  Any expenses of  administering  this Plan shall be
borne by the Company.

          (c) USE OF EXERCISE PROCEEDS. The payment received from Optionees from
the exercise of Options shall be used for the general corporate  purposes of the
Company.

          (d)  CONSTRUCTION  OF PLAN.  The place of  administration  of the Plan
shall  be  in  the   State  of   Arizona,   and  the   validity,   construction,
interpretation,  administration  and  effect  of the Plan and of its  rules  and
regulations,  and rights relating to the Plan, shall be determined in accordance
with the laws of the State of Arizona and where  applicable,  in accordance with
the Code.

          (e) TAXES.  The Company shall be entitled if necessary or desirable to
pay or withhold  the amount of any tax  attributable  to the  delivery of Common
Stock under the Plan from other amounts payable to the Employee after giving the
person  entitled  to  receive  such  Common  Stock  notice as far in  advance as
practical, and the Company may defer making delivery of such Common Stock if any
such tax may be pending unless and until indemnified to its satisfaction.

          (f)   INDEMNIFICATION.   In   addition   to  such   other   rights  of
indemnification  as they  may  have  as  members  of the  Board  or a  Committee
appointed  by the  Board,  the  members  of the  Board or a  Committee  shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection  with any action,  suit or proceeding to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection with the Plan or any Option,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such action,  suit or proceeding,  except a judgment based upon a finding
of bad faith;  provided that upon the  institution  of any such action,  suit or
proceeding a Board or Committee member shall, in writing give the Company notice
thereof and an  opportunity,  at its own expense,  to handle and defend the same
before such Board or Committee member  undertakes to handle and defend it on her
or his own behalf.

          (g) GENDER.  For  purposes of this Plan,  words used in the  masculine
gender shall include the feminine and neuter, and the singular shall include the
plural and vice versa, as appropriate.

                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION & CONSENT SQUIRE, SANDERS & DEMPSEY
<TEXT>

                                 FORM OF OPINION

                                                              September 19, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


     Re:  Amtech Systems, Inc.
          1998 Stock Option Plan

Ladies and Gentlemen:


     We have acted as counsel to Amtech  Systems,  Inc., an Arizona  corporation
(the "Company"),  in connection with its Registration Statement on Form S-8 (the
"Registration  Statement")  filed under the  Securities Act of 1933, as amended,
relating to the  registration  of 50,000  shares of  its Common Stock,  $.01 par
value (the "Shares"),  issuable pursuant to the Company's 1998 Stock Option Plan
(the "Plan").

     In that connection,  we have examined minutes of a meeting of the Company's
Board of Directors held on January 28, 1998 at which the Shares were  authorized
for issuance under the Plan. We have further examined such documents,  corporate
records and other  instruments as we have deemed  necessary or  appropriate  for
purposes of this opinion,  including the  Certificate of  Incorporation  and the
Bylaws of the Company,  including all  amendments  thereto.  For purposes of our
opinion,  we have assumed the availability of a sufficient  number of authorized
and unissued shares at the time of such issuance.

     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued  and sold in  accordance  with the  terms of the  Plan,  will be  validly
issued, fully paid and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.


                                        Very truly yours,

                                        SQUIRE, SANDERS & DEMPSEY L.L.P.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated December 15, 1999,
included in the Company's  Form 10-K for the year ended  September 30, 1999, and
to all references to our firm included in this registration statement.


                                        /s/ ARTHUR ANDERSEN LLP


Phoenix, Arizona
September 13, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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