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BTU INTERNATIONAL INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 21, 2014, BTU International, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Amtech Systems, Inc., an Arizona corporation ("Amtech"), and BTU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Amtech. The Merger Agreement has been approved by the Boards of Directors of both the Company and Amtech and is subject to the Company Stockholder Approval (as defined below) and the Amtech Stockholder Approval (as defined below). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company ("Company Shares"), issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive and become exchangeable for 0.3291 shares of common stock, par value $0.01 per share, of Amtech ("Amtech Shares"). Any outstanding Company stock option shall be assumed by Amtech and shall be converted into an option to purchase shares of Amtech common stock on substantially the same terms and conditions as were applicable to such Company stock option, with appropriate adjustments based upon the Exchange Ratio to the exercise price and the number of shares of Amtech common stock subject to such stock option. Each Company restricted stock unit that remains unvested immediately prior to the effective time of the Merger will become a fully vested and unrestricted share of Company common stock. The Merger Agreement contains customary representations and warranties of the Company and Amtech relating to their respective businesses and public filings. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company and Amtech, including, with regard to the Company, covenants (i) to conduct its business in the ordinary course consistent with past practice and to refrain from taking certain actions without Amtech's consent, (ii) not to solicit proposals relating to alternative transactions or, subject to certain exceptions, enter into discussions concerning or provide information in connection with alternative transactions, and (iii) subject to certain exceptions, to recommend that the Company's stockholders adopt the Merger Agreement. Consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to the adoption of the Merger Agreement by the requisite vote of the Company's stockholders (the "Company Stockholder Approval") and the approval of the issuance of Amtech Shares in connection with the Merger by the requisite vote of Amtech's stockholders (the "Amtech Stockholder Approval"). The Merger Agreement provides certain termination rights for both the Company and Amtech and further provides that upon termination of the Merger Agreement under certain circumstances (i) (including the Company entering into an alternative transaction), the Company will be obligated to 2 -------------------------------------------------------------------------------- pay Amtech a termination fee of $1,320,000 or an expense reimbursement amount of $1,000,000 or (ii) Amtech will be obligated to pay the Company a termination fee of $1,320,000 or an expense reimbursement amount of $1,000,000. In addition, either the Company or Amtech can terminate the Merger Agreement if the Merger has not been consummated on or before 120 days following the date the joint registration statement on Form S-4 and proxy statement is filed with the SEC, if the failure to close is not caused by the breach of the Merger Agreement by the party electing to terminate. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated by reference herein. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Amtech or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Support Agreements In connection with entering into the Merger Agreement, (i) Paul van der Wansem, the Company's Chairman and Chief Executive Officer, and certain persons and trusts affiliated with Mr. van der Wansem, who own in the aggregate . . . Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information disclosed under the section entitled "Employment Agreements" in Item 1.01 is incorporated by reference herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 21, 2014, the Board of Directors of the Company amended the Company's by-laws by adding a new Section 15 thereto, which provides for the resolution of certain disputes exclusively in the federal or state courts of the State of Delaware. The foregoing description of the amendment to the Company's Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws, as amended by the foregoing amendment, which are filed as Exhibit 3.2 to this Current Report on Form 8-K, and incorporated by reference herein. Item 8.01 Other Events. On October 22, 2014, the Company and Amtech issued a joint press release announcing they had entered into the Merger Agreement. A copy of such joint press release is attached hereto as Exhibit 99.6, and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 2.1 Agreement and Plan of Merger, dated as of October 21, 2014, by and among Amtech Systems, Inc., BTU Merger Sub, Inc. and BTU International, Inc. 3.2 Amended and Restated By-Laws of BTU International, Inc., as amended by the amendment referred to above. 99.1 Support Agreement, dated as of October 21, 2014, by and among certain stockholders of Amtech Systems, Inc. and BTU International, Inc. 99.2 Support Agreement, dated as of October 21, 2014, by and among certain stockholders of BTU International, Inc. and Amtech Systems, Inc. 99.3 Employment Agreement, dated as of October 21, 2014, by and between Paul van der Wansem and Amtech Systems, Inc. 7 -------------------------------------------------------------------------------- 99.4 Consulting Agreement, dated as of October 21, 2014, by and between Paul van der Wansem and Amtech Systems, Inc. 99.5 Second Agreement Regarding Employment Terms, dated as of October 21, 2014, by and between Peter Tallian and BTU International, Inc. 99.6 Press Release dated October 22, 2014, jointly issued by the Amtech Systems, Inc. and BTU International, Inc. 8 -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 22, 2014 BTU International, Inc. By: /s/ Peter J. Tallian Name: Peter J. Tallian Title: Chief Operating Officer and Principal Financial and Accounting Officer 9 |