During fiscal 2008, our chief financial officer, at the request of our Compensation Committee, summarized the base pay for chief executive officers and chief financial officers as reported in the American Electronics Association Salary Survey. Using parameters that best fit our company (for example, revenues, public companies, similarities in numbers of employees, and geographic region), our chief financial officer presented a statistical summary of such information and made recommendations to our Compensation Committee that were in line with the average and median salaries of similarly situated companies.

     In fiscal year 2008, the base salary for our chief executive officer increased by approximately 10% , the base salary for our chief financial officer increased by approximately 10% and the base salary for our chief accounting officer increased by approximately 15%.

Cash incentive bonuses

     In addition to base salary, our executives are eligible to receive a discretionary annual bonus. The primary objectives of our incentive bonus plan are to provide an incentive for superior work, to motivate our executives toward even higher achievement and business results, to tie our executives’ goals and interests to ours and our shareholders’ and to enable us to attract and retain highly qualified individuals. Near the beginning of each year, our Compensation Committee and our chief executive officer review each individual executive’s job responsibilities and goals for the upcoming year. The amount of the bonus and any performance criteria vary with the position and role of the executive within our company. In addition, for all executives, our Compensation Committee reviews our actual financial performance against its internally budgeted performance in determining year-end bonuses, if any.

     Under our bonus plan, participants can earn a target bonus equal to a specified percentage of their base salary by achieving 100% of pre-defined performance objectives. The participant’s bonus calculation is based upon achieving performance objectives established in each of the following categories: (i) bookings; (ii) revenue; (iii) gross margin; and (iv) operating profit. Objectives established for participants in these categories may be either at the corporate level, the operating division level or both. In addition, individual performance objectives may be established for certain participants. In order to be eligible for a bonus with respect to any of the above performance categories, the participant must achieve not less than 80% (90% in the case of gross margin) of the applicable performance objective. At these minimum levels, 20% of the bonus for the category is eligible for payment. The bonus calculation percentage with respect to any performance category increases by 4% (8% with respect to gross margin) for each 1% improvement in performance over the minimum level up to 100%, and by 1% (10% with respect to gross margin) for each 1% improvement in performance over 100%, up to a maximum of 150% (200% with respect to gross margin) of the participant’s target bonus.

     Mr. Whang’s target bonus for fiscal 2008 was 60% of his base salary, or $165,000; Mr. Anderson’s target bonus was 50% of base salary, or $99,000; Mr. Hass’ target bonus was 25% of base salary, or $34,000. The bonus of the three executive officers was calculated solely upon the basis of performance objectives at the corporate level. If fiscal 2008 performance was equivalent to 80% (90% with respect to gross margin) of performance objectives in all corporate performance categories, Mr. Whang’s bonus calculation would be $33,000, Mr. Anderson’s bonus calculation would be $19,800, and Mr. Hass’ bonus calculation would be $6,900. If fiscal 2008 performance was 150% (110% with respect to gross margin) of performance objectives in all corporate performance categories, Mr. Whang’s bonus calculation would be $268,125, Mr. Anderson’s bonus calculation would be $160,875, and Mr. Hass’ bonus calculation would be $55,250.

     Notwithstanding the calculation of any bonus amount under the fiscal 2008 bonus plan, (i) no bonuses would have been payable based on achievement of corporate level objectives if consolidated operating profit was less than 3%; (ii) no bonuses would have been payable based on achievement of divisional level objectives if division operating profit (before corporate expense allocation) was less than 5%; and (iii) all bonus payments were subject to the discretionary approval of our Compensation Committee.

Equity incentive compensation

     From time to time, we grant stock options and shares of restricted stock in order to provide certain of our executives with a competitive total compensation package, and to reward them for their contribution to the long-term price performance of the common stock. These equity incentive awards are in the form of stock options and restricted stock grants to align the interests of our executives with our shareholders by providing our executives with strong incentives to increase shareholder value. Our board of directors does not apply a rigid formula in allocating stock options or restricted stock to our executives as a group or to any particular executive. Instead, our board of directors exercises its judgment and discretion and considers, among other things, the executive’s past performance and contributions, and the executive’s anticipated future contributions and responsibilities, competitive factors, the amount of stock-based equity compensation already held by the executive, the non-equity compensation received by the executive and the total number of options and shares of restricted stock to be granted to all participants during the year.

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     Under our 1998 Stock Option Plan and 2007 Employee Stock Incentive Plan, our Compensation Committee has discretion to determine the vesting schedule of the stock options and restricted period of the restricted stock. The vesting period and restricted period provide added incentive for the executive to continue his or her employment with us.

     In fiscal 2008, we granted options to purchase a total of 120,000 shares of common stock, of which options to purchase a total of 50,000 shares were granted to our named executive officers, representing 42% of all options granted in fiscal 2008. In fiscal 2008, we granted 31,500 shares of restricted stock, of which 16,500 shares of restricted stock were granted to our named executive officers. The number of stock options and shares of restricted stock granted to each executive is set forth in the “Grants of Plan-Based Awards” table below. The dollar amount recognized as expense with respect to such grants, as determined for financial statement reporting purposes in accordance with SFAS 123R, for each individual named executive officer is set forth in the column “Option Awards” and “Stock Awards” in the “Summary Compensation Table.” The exercise price of each stock option granted under our plan is based on the fair market value of our common stock on the grant date.

Benefits

     All of our executive officers are eligible for benefits offered to employees generally, including life, health, disability and dental insurance and our 401(k) plan. Consistent with our compensation philosophy is our intent to maintain our current benefits for our executive officers. Our Compensation Committee, in its discretion, may revise the executive officers’ benefits if it deems it advisable.

Severance and change in control arrangements

     Our chief executive officer has an employment agreement that provides various benefits triggered by such employment-related actions as termination without cause, resignation with good reason and/or termination without cause following a change in control. See “Employment Agreement with Chief Executive Officer” below for a description of such provisions. Additionally, our chief financial officer and chief accounting officer have agreements that provide for severance payments and change of control payments. See “Change of Control Agreement with Chief Financial Officer” and “Severance and Change of Control Agreements with Chief Accounting Officer” below for a description of such provisions.

     In setting the terms of and determining whether to approve these severance and change in control arrangements, our Compensation Committee or board of directors, as applicable, recognized that executives often face challenges securing new employment following a termination of their existing employment and that distractions created by uncertain job security may have a detrimental impact on their performance. None of these benefits are triggered by a change in control unless our named executive officer’s employment is terminated without cause following such change in control.

Effect of accounting treatment on compensation decisions

     In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications to us and our executives. For example, we may utilize restricted stock as forms of equity compensation incentives in response to changes in the accounting treatment of equity awards under SFAS 123R. While we consider the applicable accounting and tax treatment, these factors alone are not determinative, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

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SUMMARY COMPENSATION TABLE

     The following table sets forth information regarding compensation for services rendered to Amtech during the fiscal year ended September 30, 2008 by our named executive officers who received annual compensation exceeding $100,000 during such period.

SUMMARY COMPENSATION TABLE

												Non-Equity
								Stock		Option		Incentive Plan		All Other
Name and				Salary		Bonus		Awards		Awards		Compensation		Compensation			Total
Principal Position		Year		($)		($)		($)(1)		($)(1)		($)(2)		($)			($)
Jong S. Whang,		2008		272,788		—		27,346		79,229		200,000		11,152	(4)		590,515
Chief Executive Officer and Director (3)		2007		240,385		—		—		28,114		115,248		2,060	(4)		385,807
Bradley C. Anderson,		2008		196,408		—		13,673		69,443		107,307		10,427	(5)		397,258
Chief Financial Officer		2007		176,154		—		—		38,053		69,149		9,846	(5)		283,356
Robert T. Hass,		2008		135,946		—		4,102		13,211		37,395		7,754	(5)		198,408
Chief Accounting Officer		2007		120,000		—		—		6,870		23,050		5,438	(5)		149,920

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(1)		On December 6, 2007 and December 9, 2008, the board of directors granted restricted stock and incentive stock options to executives for their fiscal 2007 and 2008 performance, respectively, as disclosed in the “Grants of Plan Based Awards” table below. However, this table does not reflect expense related to the 2008 grants as the service period did not begin until the grant date.
(2)		On December 6, 2007 and December 9, 2008, the board of directors awarded non-equity incentive plan compensation executives for their fiscal 2007 and 2008 performance, respectively, in the amounts indicated.
(3)		Directors who are full-time employees of our company receive no additional compensation for serving as directors.
(4)		Amount represents $9,092 of car allowance that was initiated mid-year and $2,060 in life insurance premiums paid by our company for which Mr. Whang’s spouse is the beneficiary.
(5)		Amount primarily represents car allowance.

GRANTS OF PLAN-BASED AWARDS

     The following table sets forth grants of plan-based awards made to our named executive officers in fiscal 2008 and related fair value compensation for fiscal 2008:

GRANTS OF PLAN-BASED AWARDS

Grant

All Other

All Other

Date

Stock

Option

Fair

Awards:

Awards:

Awards:

Value

Date

Estimated Future Payouts

Number of

Number of

Number of

of Stock

Grant

Under Non-Equity Incentive

Shares

Securities

Securities

and

Approved

Plan Awards

of Stock

Underlying

Underlying

Option

Grant

by

Threshold

Target

Maximum

or Units

Options

Awards

Awards

Name

Date(1)

Board(1)

($)

($)

($)

(#) (1)

(#) (1)

($/Sh) (2)

($) (3)

Jong S. Whang

12/6/07

12/6/07

33,000

165,000

247,500

10,000

30,000

14.79

408,921

Bradley C. Anderson

12/6/07

12/6/07

19,800

99,000

148,500

5,000

15,000

14.79

204,461

Robert T. Hass

12/6/07

12/6/07

6, 900

34,000

51,000

1,500

5,000

14.79

65,689

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(1)		The stock and option awards listed above vest in four (4) equal annual installments commencing with the first anniversary of the date of grant.
(2)		The exercise price is equal to the closing price of the Company’s Common Stock on the date of the grant.
(3)		See Stock-Based Compensation under Note 1 to the consolidated financial statements included in our Form 10-K filed December 10, 2008 for a discussion of the assumptions used under SFAS 123R to value equity based compensation.

EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

Employment Agreement with Chief Executive Officer

     On April 13, 2007, we entered into a new employment agreement with Jong S. Whang, our chief executive officer. Below is a summary of the terms and conditions of Mr. Whang’s employment agreement.

Term

     Mr. Whang’s employment agreement provides for an employment period commencing on the date of the employment agreement and continuing for an initial term of three years. Thereafter, the employment period will continue for successive one-year terms unless either we or Mr. Whang provides written notice of termination of the employment period at least 120 days prior to the end of any given term. If Mr. Whang remains in the full time employ of our company beyond the employment period without any written agreement, his employment agreement will be deemed to continue on a month to month basis and either party will have the right to terminate the employment agreement at the end of any ensuing calendar month with written notice of at least 30 days.

Base Salary

     Pursuant to his employment agreement, Mr. Whang will receive an initial base salary of $250,000 per annum. Mr. Whang’s base salary will be reviewed on an annual basis by our Compensation Committee and can be increased, but not decreased, at the discretion of our Compensation Committee.

Incentive Compensation

     Mr. Whang is also entitled to an annual cash bonus for each fiscal year that will be determined in accordance with an annual bonus plan adopted by our Compensation Committee. The annual bonus plan may not be less favorable to Mr. Whang than the bonus plan for fiscal 2007 that was adopted by our Compensation Committee on December 8, 2006. The terms of Mr. Whang’s 2007 bonus plan are described below in more detail under the section “Other Agreements and Compensatory Arrangements.”

Stock Options

     Pursuant to Mr. Whang’s employment agreement, any currently outstanding options held by Mr. Whang will remain in full force and effect in accordance with our stock option plans and applicable stock option agreements. Mr. Whang will also be issued an annual grant of stock options by our Compensation Committee within 90 days after the end of each fiscal year during his employment period. All of the options granted to Mr. Whang will be incentive stock options within the meaning of the Internal Revenue Code of 1986, or if they do not qualify as incentive stock options, they will be non-qualified stock options. The amount and terms of the grants will be determined by our Compensation Committee, but may not be any less favorable to Mr. Whang than the terms of the options previously granted to Mr. Whang on December 8, 2006.

Benefits

     Mr. Whang will be entitled to receive from our company cash in lieu of participating in the benefit plans offered to executive officers of our company. We will provide Mr. Whang with an annual automobile allowance of not less than $12,000, a life insurance policy in the face amount of $250,000 and such other benefits as we may deem appropriate from time to time.

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Termination

     Mr. Whang’s employment is “at will” and either we or Mr. Whang can terminate his employment agreement at any time, with or without “cause” or “good reason” (as those terms are defined in Mr. Whang’s employment agreement), upon 30 days written notice. Mr. Whang’s employment agreement can also be terminated by us due to the disability of Mr. Whang after at least 30 days’ written notice by us of our intention to terminate his employment.

Severance

     If we terminate the employment of Mr. Whang against his will and without cause (including by giving notice of termination of his employment agreement as described above), or if Mr. Whang terminates his employment for good reason, Mr. Whang is entitled to receive salary, incentive compensation and vacation accrued through the date of termination, plus (i) an amount equal to two years of Mr. Whang’s base salary in effect on the date of termination (which would have been $550,000, if terminated during fiscal 2008); (ii) a pro-rata portion of the amount of incentive compensation he would earn for the fiscal year in which the termination occurs if the results of operations of our company for such fiscal year were annualized; and (iii) full vesting of all outstanding stock options held by Mr. Whang.

     If Mr. Whang voluntarily terminates his employment other than for good reason, if we terminate Mr. Whang’s employment for cause, or if Mr. Whang’s employment is terminated due to his death or disability, Mr. Whang will be entitled to receive salary and accrued vacation through the date of termination only. However, in the event Mr. Whang’s employment is terminated due to his death or disability, he will also be entitled to receive (i) a pro-rata portion of the amount of incentive compensation he would earn for the fiscal year in which the termination occurs if the results of operations of Amtech for such fiscal year were annualized, and (ii) full vesting of all outstanding stock options held by him.

Noncompetition

     Mr. Whang agreed that during the term of his employment agreement he would not engage in certain activities in which he would be competing with us or our subsidiaries. He also agreed that for a period of two years after the end of the term of his employment agreement he would not engage in certain activities in which he would be competing with us or our subsidiaries and he would not own, directly or indirectly, more than a 5% interest in entities which compete with us or our subsidiaries.

Change in Control

     In the event that Mr. Whang’s employment with us is terminated either (i) by us for any reason other than for cause during a “pending change in control” (as that term is defined in Mr. Whang’s employment agreement) of our company or within one year following the occurrence of a “change in control” (as that term is defined in Mr. Whang’s employment agreement), or (ii) by Mr. Whang for good reason within one year following the occurrence of a change in control of our company, then Mr. Whang will be entitled to receive within 10 days of the date of termination of his employment, in lieu of the severance payment otherwise payable, (i) an amount equal to three years of his base salary in effect on the date of termination of his employment, (ii) the maximum amount of the incentive compensation which he could earn for the fiscal year in which the termination occurs, and (iii) full vesting of all outstanding stock options he holds.

Change of Control Agreement with Chief Financial Officer

     On March 10, 2008, we entered into a Change of Control Severance Agreement with Bradley C. Anderson, our chief financial officer. Below is a summary of the terms and conditions of the agreement.

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Term

     The term of the agreement with Mr. Anderson commences on March 10, 2008 and continues for an initial term of three years. Thereafter, the employment period will continue for successive one-year terms unless either we or Mr. Anderson provides written notice of termination of the employment period at least 120 days prior to the end of any given term.

Change in Control

     In the event that Mr. Anderson’s employment with us is terminated (other than as a consequence of death or disability) either (i) by us for any reason other than for cause during a “pending change in control” (as the term is defined in Mr. Anderson’s change of control agreement) or within one year following the occurrence of a “change in control” (as the term is defined in Mr. Anderson’s change of control agreement), or (ii) by Mr. Anderson for good reason within one year following the occurrence of a change in control, then Mr. Anderson will be entitled to receive from the Company the following: (i) an amount equal to two years of his base salary in effect on the date of termination of his employment (which would have been equal to $396,000, if terminated during fiscal 2008); (ii) the maximum amount of the incentive compensation which he could earn for the fiscal year in which the termination occurs; and (iii) full vesting of all outstanding stock options and restricted stock he holds.

Severance and Change of Control Agreements with Chief Accounting Officer

     In 1992, we also entered into a severance agreement with Robert T. Hass, now our Chief Accounting Officer, which provides for a minimum severance of 90 days under terms similar to those described above for Mr. Whang. Mr. Hass is entitled to a lump sum severance payment equal to one year’s base salary should his employment be terminated within one year following a change in control pursuant to a separate agreement entered into in 1998 (which would have been equal to $138,000, if terminated during fiscal 2008).

Other Compensatory Arrangements

     On December 6, 2007, our Compensation Committee approved the following compensation arrangements for J.S. Whang, President and Chief Executive Officer, Bradley C. Anderson, Vice President and Chief Financial Officer, and Robert T. Hass, Chief Accounting Officer: (i) salaries of $275,000, $198,000 and $138,000, effective December 1, 2007, for Messrs. Whang, Anderson and Hass, respectively; (ii) bonuses for fiscal 2007 of $115,000, $69,000, and $23,000 for Mr. Whang, Mr. Anderson, and Mr. Hass, respectively; and (iii) incentive stock options to purchase 30,000, 15,000 and 5,000 shares for Mr. Whang, Mr. Anderson and Mr. Hass, respectively; and (iv) restricted stock grants of 10,000, 5,000 and 1,500 shares for Mr. Whang, Mr. Anderson and Mr. Hass, respectively. Each of the options granted to the named individuals has an exercise price of $14.79 (the closing price of Amtech’s common stock on December 6, 2007). The options expire ten years from the date of grant, and vest 25% per year on the first through fourth anniversaries of the grant date.

     Our Compensation Committee also approved a bonus plan for fiscal 2007 in which Mr. Whang, Mr. Anderson and Mr. Hass are eligible to participate. Under the bonus plan, participants can earn a target bonus equal to a specified percentage of their base salary by achieving 100% of pre-defined performance objectives. The participant’s bonus calculation is based upon achieving performance objectives established in each of the following categories: (i) bookings; (ii) revenue; (iii) gross margin; and (iv) operating profit. Objectives established for participants in these categories may be either at the corporate level, the operating division level or both. In addition, individual performance objectives may be established for certain participants. In order to be eligible for a bonus with respect to any of the above performance categories, the participant must achieve not less than 80% (90% in the case of gross margin) of the applicable performance objective. At these minimum levels, 20% of the bonus for the category is eligible for payment. The bonus calculation percentage with respect to any performance category increases by 4% (8% with respect to gross margin) for each 1% improvement in performance over the minimum level up to 100%, and by 1% for each 1% improvement in performance over 100%, up to a maximum of 150% of the participant’s target bonus.

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EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth information regarding grants of plan-based option awards held by our named executive officers as of September 30, 2008:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards						Stock Awards
												Market
												Value of
												Shares or
		Number of		Number of						Number of		Units of
		Securities		Securities						Shares or		Stock
		Underlying		Underlying						Units of		That
		Unexercised		Unexercised		Option		Option		Stock That		Have Not
		Options (#)		Options (#)		Exercise		Expiration		Have Not		Vested
Name		Exercisable		Unexercisable		Price ($)		Date		Vested (#)		($)
Jong S. Whang		135,000				6.50		6.50
		7,500		22,500		6.90		6.90
				30,000		14.79		14.79
										10,000		93,100
Bradley C. Anderson		4,000		6,000		8.51		8.51
		2,500		7,500		6.90		6.90
		5,000		15,000		7.30		7.30
										5,000		46,550
Robert T. Hass		20,000				5.88		5.88
		1,250		3,750		6.90		6.90
				5,000		14.79		14.79
										1,500		13,965

Option Exercises and Stock Vested

     The following table shows all stock options exercised and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by the named executive officers during fiscal 2008, which ended on September 30, 2008.

OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2008

		Option Awards				Stock Awards
		Number of Shares				Number of Shares
		Acquired on		Value Realized on		Acquired on		Value Realized on
		Exercise		Exercise		Vesting		Vesting
Name		(#)		($)(1)		(#)		($)(2)
Jong S. Whang		15,000		157,778		—		—
Bradley C. Anderson		—		—		—		—
Robert T. Hass		7,000		27,330		—		—

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____________________
 

(1)		The value realized equals the difference between the option exercise price and the fair market value of Amtech common stock on the date of exercise, multiplied by the number of shares for which the option was exercised.
(2)		The value realized equals the fair market value of Amtech common stock on the vesting date, multiplied by the number of shares that vested.

Pension Benefits

     None of our named executive officers receive pension benefits.

Nonqualified Deferred Compensation

     None of our named executive officers receive nonqualified deferred compensation benefits.

REPORT OF COMPENSATION AND OPTION COMMITTEE

     The Compensation and Option Committee, which is composed entirely of independent, outside directors, establishes the general compensation policies of the Company, and specific compensation for each executive officer of the Company, and administers the Company’s stock option program.

     The Compensation and Option Committee has reviewed and discussed the Compensation Discussion and Analysis included above with management and based on such review and discussions the Compensation and Option Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

RESPECTFULLY SUBMITTED,

Robert King, Chairman

Alfred W. Giese

Michael Garnreiter

AUDIT COMMITTEE REPORT

     In accordance with its written charter adopted by our Board of Directors on April 16, 2005, a copy of which is attached as an exhibit to the Company’s Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2008, the Audit Committee is responsible for reviewing and discussing the audited financial statements with management, discussing with the Company’s auditors information relating to the auditors’ judgments about the quality of the Company’s accounting principles, recommending to our Board of Directors that the Company include the audited financial statements in its Annual Report on Form 10-K and overseeing compliance with the requirements of the SEC for disclosure of auditors’ services and activities. The Audit Committee also develops and recommends corporate governance guidelines to the Board and provides oversight with respect to corporate governance and ethical conduct.

     The Board of Directors annually reviews the independence of the Audit Committee members in view of the NASD’s listing standards’ and the SEC’s definitions of independence for audit committee members. The Board has determined that each of the members of the Audit Committee meets those definitions and standards. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members, Michael Garnreiter, has financial management expertise as required by NASDAQ’s rules and meets the SEC’s definition of an “audit committee financial expert.”

     Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditors are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

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     The Audit Committee meets regularly with the independent accountants without management present and also meets in executive session without any others present. The Audit Committee has reviewed the Company’s consolidated financial statements for the fiscal year ended September 30, 2008, as audited by its independent auditors, Mayer Hoffman McCann P.C. (“Mayer Hoffman McCann”), and has discussed these financial statements with management. In addition, the Audit Committee has discussed with Mayer Hoffman McCann the matters required to be discussed by Statement of Auditing Standards No. 61, “Communications with Audit Committees.” Furthermore, the Audit Committee has received the written disclosures and the letter from Mayer Hoffman McCann required by the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and has discussed with Mayer Hoffman McCann its independence.

     Based upon the foregoing review and discussion, the Audit Committee recommended to our Board of Directors that the audited financial statements for the fiscal year ended September 30, 2008 be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

RESPECTFULLY SUBMITTED,

Michael Garnreiter, Chairman

Robert F. King

Brian Hoekstra

PRE-APPROVAL POLICY

     In March 2008, the Audit Committee adopted a Pre-Approval Policy (the “Policy”) governing the approval of all audit and non-audit services performed by the Company’s independent auditor in order to ensure that the performance of such services does not impair the auditor’s independence.

     According to the Policy, the Audit Committee will annually review and pre-approve the types of services, and will set a limit on the fees for such services, that may be provided by the independent auditor during the following year. The Policy specifically describes the annual audit services and fees, other services that are audit-related, the preparation of tax returns and tax related compliance services and all other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is twelve (12) months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

     Any service to be provided by the independent auditor that has not received general pre-approval under the Policy is required to be submitted to the Audit Committee for approval prior to the commencement of a substantial portion of the engagement. Any proposed service exceeding pre-approved cost levels is also required to be submitted to the Audit Committee for specific approval. For the years ended September 30, 2007 and 2008, all services rendered by the Company’s independent auditors were pre-approved by the Audit Committee pursuant to the pre-approval Policy.

     The Audit Committee will revise the list of general pre-approved services from time to time based on subsequent determinations. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

CODE OF ETHICS

     The Board of Directors has adopted a Code of Ethics for all employees of the Company, as recommended by the Audit Committee. A copy of this Code of Ethics may be viewed on our website (www.amtechsystems.com), or obtained at no charge by written request to the Company’s Corporate Secretary.

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DISCLOSURE OF AUDIT AND NON-AUDIT FEES

     The following table sets forth the fees billed to us by our independent auditors for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements for the fiscal years ended September 30, 2008 and 2007, and fees billed during those fiscal years for (i) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, (ii) services rendered in connection with tax compliance, tax advice and tax planning, and (iii) all other fees for services rendered.

		Year Ended			Year Ended
		Sept. 30, 2008			Sept. 30, 2007
Audit Fees (1)		$	294,077		$	244,274
Audit-Related Fees (2)			15,851			8,300
Tax Fees			--			--
All Other Fees			--			--
Total Fees		$	309,928		$	252,574

____________________
 

(1)	Annual audit of the Company, review of financial statements included the Company’s reports on Form 10-Q and Form 10-K, including an audit of the Company’s internal control over financial reporting, and services normally provided by the accountant in connection with statutory and regulatory filings, including the Company’s registration statements related to our 2007 and 2008 public offerings and the 2007 registration of shares under our employee stock incentive plan.
(2)	Accounting and reporting advisory services related to acquisition activities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We had no transactions during fiscal 2008 with any director, director nominee, executive officer, security holder known to us to own of record or beneficially more than 5% of the common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeded $120,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information concerning the beneficial ownership of our common stock as of January 22, 2009, by (i) each director and executive officer of Amtech, including the named executive officers, (ii) all executive officers and directors of Amtech as a group. The information included in the tables below was determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is based upon the information furnished by the persons listed below. Except as otherwise indicated, each shareholder listed possesses sole voting and investment power with respect to the shares indicated as being beneficially owned.

		No. of Shares of				Percent of
		Common Stock				Common Stock
Name and Address (1) (2)		Beneficially Held(3)				Ownership(3)
Officers and Directors:
Jong S. Whang			175,000	(4)		1.9%
Bradley C. Anderson			27,000	(6)		*
Robert T. Hass			31,500	(5)		*
Michael Garnreiter			5,667	(7)		*
Alfred W. Giese			3,667	(8)		*
Brian L. Hoekstra			5,667	(7)		*
Robert F. King			24,333	(9)		*
Director and Officer Total			272,583	(9)		3.0%

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*Less than 1%.

(1)	Except as otherwise noted, the address for each person listed in this table is c/o Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281.
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(2)	Mr. Whang is our President, CEO and is a director. Mr. Hass is the Chief Accounting Officer. Mr. Anderson is our Vice President-Chief Financial Officer, Treasurer and Secretary. Messrs. King, Garnreiter, Giese and Hoekstra are directors of Amtech.
(3)	Based on 9,103,698 shares of common stock outstanding as of January 22, 2009. The share amounts and percentages shown include shares of common stock actually owned as of January 22, 2009, and shares of common stock with respect to which the person had the right to acquire beneficial ownership within 60 days of such date pursuant to options or warrants. All shares of common stock that the identified person had the right to acquire within 60 days of January 22, 2009, upon the exercise of options or warrants, are deemed to be outstanding when computing the percentage of the securities owned by such person, but are not deemed to be outstanding when computing the percentage of the securities owned by any other person.
(4)	Includes 157,500 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(5)	Includes 23,750 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(6)	Includes 22,750 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(7)	Includes 5,667 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(8)	Includes 3,667 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(9)	Includes 15,333 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.
(10)	Includes 237,333 shares issuable upon exercise of options exercisable within 60 days of January 22, 2009.

     The following table sets forth certain information concerning the beneficial ownership of our common stock as of January 22, 2009, by each person known by us to be the beneficial owner of more than 5% of our common stock.

						Percent of
			No. of Shares of			Common
			Common Stock			Stock
Name and Address of 5% Shareholders:			Beneficially Held (1)			Ownership (1)
Austin W. Marxe			1,076,385	(2)			11.82%	(2)
527 Madison Avenue, Suite 2600
New York, NY 10022
David M. Greenhouse			1,076,385	(2)			11.82%	(2)
527 Madison Avenue, Suite 2600
New York, NY 10022
Jeffrey L. Gendell			908,014	(3)			9.07%	(3)
55 Railroad Avenue
Greenwich, CT 06830
Richard L. Scott			733,464				8.06%	(4)
700 11th Street South, Suite 101
Naples, FL 34102
Systematic Financial Management. L.P.			698,045	(4)			7.67%	(5)
300 Frank W. Burr Blvd.
Glenpointe East, 7th Floor
Teaneck, NJ 07666
Essex Investment Management Co. LLP			663,403	(5)			7.29%	(6)
125 High Street 29th floor
Boston, MA 02110-2702

____________________
 

(1)

Based on 9,103,698 shares of common stock outstanding as of January 22, 2009. The share amounts and percentages shown include shares of common stock actually owned as of January 22, 2009, and shares of common stock with respect to which the person had the right to acquire beneficial ownership within 60 days of such date pursuant to options or warrants. All shares of common stock that the identified person had the right to acquire within 60 days of January 22, 2009, upon the exercise of options or warrants, are deemed to be outstanding when computing the percentage of the securities owned by such person, but are not deemed to be outstanding when computing the percentage of the securities owned by any other person.

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(2)		Mr. Marxe and Mr. Greenhouse share voting and investment power over and beneficially own a total of 1,124,885 shares of common stock. Mr. Marxe and Mr. Greenhouse are the controlling principals of AWM Investment Company, Inc., which is the general partner of MGP Advisers Limited Partnership, which is the general partner of Special Situations Fund III QP, L.P. which owns 773,585 shares of common stock. Mr. Marxe and Mr. Greenhouse are also members of SST Advisers, L.L.C., which is the general partner of Special Situations Technology Fund, L.P. and Special Situations Technology Fund II, L.P., which own 42,800 and 308,500 shares of common stock, respectively.
(3)		Mr. Gendell and the limited liability entities referred to below share voting and investment power over and beneficially own a total of 908,014 shares of common stock. Mr. Gendell is the managing member and in that capacity directs the operations of Tontine Capital Management, L.L.C. and Tontine Overseas Associates, L.L.C., which owns 180,600 shares of common stock. Tontine Capital Management, L.L.C. is the general partner of Tontine Capital Partners, L.L.P., which owns 727,414 shares of common stock and in that capacity has the power to direct the affairs of Tontine Capital Partners, L.L.P.
(4)		Mr. Scott is a controlling member of Amtech Investments LLC, a member-managed limited liability company which owns 733,464 shares of common stock.
(5)		Systematic Financial Management, L.P. (“Systematic”) beneficially owns 515,500 shares of common stock. Systematic has sole dispositive power over all stock owned, and sole voting power with respect to 293,700 shares. Systematic considers itself to be an investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E) of the Securities Exchange Act of 1934 (the “Exchange Act”).
(6)		Essex Investment Management Company, LLC (“Essex”) beneficially owns 498,670 shares of common stock. Essex has sole dispositive power over all stock owned, and sole voting power with respect to 468,751 shares. Essex considers itself to be an investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) of the Exchange Act.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, as well as persons beneficially owning more than 10% of our outstanding Common Stock, to file certain reports of ownership with the SEC within specified time periods. Such officers, directors and shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on our review of such forms received by us during the fiscal year ended September 30, 2008, or written representations from certain reporting persons, we believe that between October 1, 2006 and September 30, 2008, all Section 16(a) filing requirements applicable to its officers, directors and 10% shareholders were complied with, except that: (i) Messrs. Austin Marxe and David Greenhouse appear to have failed to timely file; (ii) Mr. Michael Garnreiter failed to timely file with respect to one (1) transaction; (iii) Mr. Alfred Giese failed to timely file with respect to one (1) transaction; (iv) Mr. Brian L. Hoekstra failed to timely file with respect to one (1) transaction; and (v) Mr. Robert F. King failed to timely file with respect to two (2) transactions.

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OTHER MATTERS

Annual Report

     The Annual Report of the Company for the fiscal year ended September 30, 2008, is enclosed herewith.

Voting By Proxy

     In order to ensure that your shares will be represented at the Annual Meeting, please sign and return the enclosed proxy in the envelope provided for that purpose, whether or not you expect to attend. Any shareholder may, without affecting any vote previously taken, revoke a written proxy by delivering to our executive offices, to the attention of our corporate Secretary prior to the vote at the Annual Meeting, written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.

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Independent Auditors

     Our Board of Directors selected the accounting firm of Mayer Hoffman McCann P.C. (MHM) as the Company’s independent public accountants for the fiscal year ending September 30, 2008 and expects to reappoint them for the fiscal year ending September 30, 2009, immediately following the Annual Meeting. A representative of MHM is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she so desires, and will also be available to respond to appropriate questions.

Deadline for Shareholder Proposals for Action at the Company’s Next Annual Meeting

     The Company anticipates holding its 2010 Annual Meeting of Shareholders on March 11, 2010. Any shareholder who wishes to present any proposal for shareholder action at the 2010 Annual Meeting of Shareholders must be submitted to the Company’s Secretary, at the Company’s offices, not later than October 16, 2009, in order to be included in the Company’s proxy statement and form of proxy for that meeting. Such proposals should be addressed to the Corporate Secretary, Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. If a shareholder proposal is introduced at the 2009 Annual Meeting of Shareholders without any discussion of the proposal in the Company’s proxy statement, and the shareholder does not notify the Company on or before December 31, 2008, as required by SEC Rule 14(a)-4(c)(1), of the intent to raise such proposal at the Annual Meeting of Shareholders, then proxies received by the Company for the 2009 Annual Meeting will be voted by the persons named in such proxies in their discretion with respect to such proposal. Notice of such proposal is to be sent to the above address.

Shareholder Communications with Board of Directors

     The Company does not have formal procedures for shareholder communications with the Board of Directors. However, any matter intended for the Board of Directors or any Board Committee should be directed to the Corporate Secretary of the Company at 131 South Clark Drive, Tempe, Arizona 85281, with a request to forward the same to the intended recipient. All shareholder communications delivered to the Corporate Secretary of the Company for forwarding to the Board of Directors or specified Board members will be forwarded in accordance with the shareholder’s instructions.

HOUSEHOLDING OF PROXY MATERIALS

     In December 2000, the Securities and Exchange Commission adopted new rules that permit companies and intermediaries (i.e., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security holders and cost savings for companies.

     If you are currently receiving multiple copies of the Company’s Proxy Statement and Annual Report at your address and would like to request householding of your communications, please contact your broker. Once you have elected householding of your communications, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding, and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you own shares in street name, or direct your written request to Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281, Attn: Secretary if you are a shareholder of record.

By Order of the Board of Directors:

Bradley C. Anderson, Secretary

Tempe, Arizona

February 9, 2009

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Amtech Systems, Inc.

Holder Account Number

A. ITEMS OF BUSINESS
1. ELECTION OF DIRECTORS - The Board of Directors recommends a vote FOR the listed nominees as Directors.

		For		Withhold
1.	Jong S. Whang	o		o		votes
2.	Michael Garnreiter	o		o		votes
3.	Alfred W. Giese	o		o		votes
4.	Brian L. Hoekstra	o		o		votes
5.	Robert F. King	o		o		votes

B. AUTHORIZED SIGNATURES
Sign here – This section must be completed for your instructions to be executed.
The undersigned agrees that the proxy holder is authorized to cumulate votes in the election of directors and to vote for less than all of the nominees.

Please sign exactly as your name appears on the front of this proxy card. When shares are held in common or in joint tenancy, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. Please return in the enclosed, postage-paid envelope.

Signature 1 - Please keep signature within the box		Signature 2 - Please keep signature within the box		Date (mm/dd/yyyy)
[______________________________________]		[_______________________________________]		[___/___/______]

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PROXY - AMTECH SYSTEMS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AMTECH SYSTEMS, INC. FOR THE 2008 ANNUAL MEETING OF SHAREHOLDERS

The undersigned shareholder of Amtech Systems, Inc., an Arizona corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated February 4, 2009, and hereby appoints Jong S. Whang and Bradley C. Anderson, and each or either of them, proxies and attorneys-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of AMTECH SYSTEMS, INC. to be held at the Phoenix Airport Marriott Hotel, 1101 North 44th Street, Phoenix, Arizona 85008 USA, on Thursday, March 12, 2009, at 9:00 a.m., Arizona time, and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON THE REVERSE SIDE AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE MEETING.

B-2

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