AMTECH SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
032332504
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(CUSIP Number)
Garrett Lynam
General Counsel and Chief Compliance Officer Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 15, 2016
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 032332504
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Page 2 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
52-6435625
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES |
7
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SOLE VOTING POWER
1,386,312 shares of Common Stock*
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BENEFICIALLY
OWNED BY |
8
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SHARED VOTING POWER
-0-
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EACH
REPORTING |
9
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SOLE DISPOSITIVE POWER
1,386,312 shares of Common Stock*
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PERSON
WITH |
10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,312 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% of outstanding shares of Common Stock**
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 032332504
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Page 3 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS M3C Holdings LLC
20-6116984 |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES |
7
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SOLE VOTING POWER
263,688 shares of Common Stock*
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BENEFICIALLY
OWNED BY |
8
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SHARED VOTING POWER
-0-
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EACH
REPORTING |
9
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SOLE DISPOSITIVE POWER
263,688 shares of Common Stock*
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PERSON
WITH |
10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,688 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% of outstanding shares of Common Stock**
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 032332504
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Page 4 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Robert Averick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES |
7
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SOLE VOTING POWER
-0-
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BENEFICIALLY
OWNED BY |
8
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SHARED VOTING POWER
2,400,000 shares of Common Stock*
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EACH
REPORTING |
9
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SOLE DISPOSITIVE POWER
-0-
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PERSON
WITH |
10
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SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% of outstanding shares of Common Stock**
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 032332504
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Page 5 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Piton Capital Partners LLC
47-3106673
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES |
7
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SOLE VOTING POWER
600,000 shares of Common Stock*
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BENEFICIALLY
OWNED BY |
8
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SHARED VOTING POWER
-0-
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EACH
REPORTING |
9
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SOLE DISPOSITIVE POWER
600,000 shares of Common Stock*
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PERSON
WITH |
10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% of outstanding shares of Common Stock**
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 032332504
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Page 6 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OIH LLC
26-4810266
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES |
7
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SOLE VOTING POWER
22,917 shares of Common Stock*
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BENEFICIALLY
OWNED BY |
8
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SHARED VOTING POWER
-0-
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EACH
REPORTING |
9
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SOLE DISPOSITIVE POWER
22,917 shares of Common Stock*
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PERSON
WITH |
10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,917 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% of outstanding shares of Common Stock**
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 032332504
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Page 7 of 15 Pages
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Item 1. | Security and Issuer. |
(a) | This Schedule 13D is being filed on behalf of Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler (the "Trust"); M3C Holdings LLC ("M3C"); Mr. Robert Averick, Piton Capital Partners LLC ("Piton"), and OIH LLC ("OIH") (collectively, the "Reporting Persons", and each, a "Reporting Person"). |
(b) | (i) The address of the Trust is: |
CUSIP No. 032332504
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Page 8 of 15 Pages
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(c) | (i) The principal business of the Trust is to make various investments from time to time for the benefit of the issue of Jonathan D. Sackler. |
(d) | None. |
(e) | None. |
(f) | (i) The Trust is a Connecticut trust. |
CUSIP No. 032332504
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Page 9 of 15 Pages
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Item 4. | Purpose of Transaction. |
CUSIP No. 032332504
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Page 10 of 15 Pages
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CUSIP No. 032332504
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Page 11 of 15 Pages
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Shares Beneficially Owned
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Percent of Class1
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(a) and (b)
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1. The Trust2
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Sole Voting Power
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1,386,312
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10.5%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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1,386,312
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10.5%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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1,386,312
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10.5%
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2. M3C3
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Sole Voting Power
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263,688
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2.0%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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263,688
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2.0%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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263,688
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2.0%
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CUSIP No. 032332504
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Page 12 of 15 Pages
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Shares Beneficially Owned
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Percent of Class1
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3. Mr. Averick4
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Sole Voting Power
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-0-
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0%
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Shared Voting Power
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2,400,000
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18.2%
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Sole Dispositive Power
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-0-
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0%
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Shared Dispositive Power
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2,400,000
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18.2%
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Aggregate Voting and Dispositive Power
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2,400,000
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18.2%
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4. Piton5
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Sole Voting Power
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600,000
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4.6%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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600,000
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4.6%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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600,000
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4.6%
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CUSIP No. 032332504
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Page 13 of 15 Pages
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Shares Beneficially Owned |
Percent of Class1
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5. OIH6
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Sole Voting Power
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22,917
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0.2%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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22,917
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0.2%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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22,917
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0.2%
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(c) | Effective January 15, 2016, Mr. Averick was appointed to serve as a director on the Board and will serve on the Board's Audit Committee and Technology Strategy Committee. In connection with Mr. Averick's appointment to the Board, on January 15, 2016 he was granted an option pursuant to the Issuer's Non-Employee Director Stock Option Plan to purchase 6,000 Shares. As disclosed on a Form 4 filed by Mr. Averick on January 20, 2016, the options will fully vest and become exercisable six months from the grant date and have an exercise price of $5.40 (the closing price of the Shares on January 14, 2016). |
(d) | Kokino LLC provides investment management services to the Trust, M3C and Piton. In this capacity Kokino LLC shares the power to (i) vote and dispose (or direct the disposition of) and (ii) direct the receipt of dividends from, or the proceeds from the sale of, 2,250,000 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons as described in Items 5(a) and (b): (x) 1,386,312 Shares beneficially owned by the Trust; (y) 263,688 Shares beneficially owned by M3C; and (z) 600,000 Shares beneficially owned by Piton. Additionally, Kokino is the managing member of Piton Capital Management LLC, which is in turn the managing member of Piton. Kokino LLC and Piton Capital Management LLC have no pecuniary interest in (and have not funded any purchases of) the Shares beneficially owned by Piton or any other Family Client of Kokino LLC, including the Trust, M3C and Mr. Averick. |
6 | OIH is a Connecticut limited liability company and investment entity controlled by Brian T. Olson. Brian T. Olson is the President and Chief Investment Officer of Kokino LLC, which is a family office that provides investment management services to its Family Clients. As a key employee of Kokino LLC and manager of OIH, Mr. Olson shares the power to vote and dispose (or direct the disposition of) 2,272,917 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 22,917 Shares beneficially owned by OIH. Mr. Olson and OIH LLC have no pecuniary interest in the Shares held by the Trust, M3C or Piton. |
CUSIP No. 032332504
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Page 14 of 15 Pages
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(e) | Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit A. | Joint Filing Agreement, dated as of August 27, 2015, by and among Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler, M3C Holdings LLC, Robert Averick, Piton Capital Partners LLC and OIH LLC (incorporated by reference to Exhibit A to Amendment No. 5 to Schedule 13G filed by the Reporting Persons on August 27, 2015). |
Exhibit B. | Power of Attorney, dated as of March 25, 2013 granted by Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler, in favor of Anthony M. Roncalli and Frank S. Vellucci (incorporated by reference to Exhibit B to Amendment No. 5 to Schedule 13G filed by the Reporting Persons on August 27, 2015). |
Exhibit C. | Letter Agreement, dated as of October 8, 2015, by and between Amtech Systems, Inc., Leslie J. Schreyer, as Trustee under the Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler, M3C Holdings LLC, Robert Averick, Piton Capital Partners LLC and OIH LLC (incorporated herein by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on October 8, 2015). |
CUSIP No. 032332504
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Page 15 of 15 Pages
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/s/ Frank S. Vellucci
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Frank S. Vellucci
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Attorney-in-Fact for Leslie J. Schreyer, in his capacity
as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler |
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M3C Holdings LLC
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By: /s/ Stephen A. Ives
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Stephen A. Ives
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Vice President
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/s/ Robert Averick
Robert Averick |
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Piton Capital Partners LLC
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By: Piton Capital Management LLC, its managing member
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By: Kokino LLC, its managing member
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By: /s/ Stephen A. Ives
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Stephen A. Ives
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Vice President
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OIH LLC
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By: /s/ Brian T. Olson
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Brian T. Olson
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Manager
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