<PAGE>
 

 
                            SCHEDULE 14A INFORMATION
 
         Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No.  )
 
Filed by the Registrant [x]
 
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:
 
[_] Preliminary Proxy Statement        [_]  Confidential, for Use of the
                                            Commission Only (as Permitted by
                                            Rule 14a-6(e)(2))
[x] Definitive Proxy Statement              
 
[_] Definitive Additional Materials
 
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
 
                              AMTECH CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 

------------------------------------------------------------------------------- 
     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
    or Item 22(a)(2) of Schedule 14A.
 
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
    6(i)(3).
 
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    (1) Title of each class of securities to which transaction applies:

    ---------------------------------------------------------------------------

 
    (2) Aggregate number of securities to which transactions applies:

    ----------------------------------------------------------------------------

 
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11:(1)

    ----------------------------------------------------------------------------
 

    (4) Proposed maximum aggregate value of transaction:

    ---------------------------------------------------------------------------


    (5) Total fee paid:

    ---------------------------------------------------------------------------

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
    (1) Amount previously paid:

    ----------------------------------------------------------------------------

 
    (2) Form, Schedule or Registration Statement No.:

    ---------------------------------------------------------------------------

 
    (3) Filing party:

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    (4) Date filed:

    ---------------------------------------------------------------------------
Notes:
--------------
(1) Set forth the amount on which the filing fee is calculated and state how it 
    was determined.

<PAGE>
 
                               AMTECH CORPORATION
                               17304 PRESTON ROAD
                                 BUILDING E-100
                              DALLAS, TEXAS 75252
 

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD APRIL 21, 1995
 
  Notice is hereby given that the Annual Meeting (the "Meeting") of the
Shareholders of Amtech Corporation (the "Company") will be held on April 21,
1995 at 17304 Preston Road, Building E-100, Dallas, Texas 75252, at 10:00 a.m.,
local time, for the following purposes:
 
    1. To consider and vote upon a proposal to elect Gary J. Fernandes,
  Robert M. Gintel, Elmer W. Johnson, Dr. Jeremy A. Landt, James S. Marston,
  G. Russell Mortenson, and Antonio R. Sanchez, Jr. as directors of the
  Company;
 
    2. To approve the adoption of the Amtech Corporation 1995 Long-Term
  Incentive Plan;
 
    3. To ratify the selection of Ernst & Young LLP as independent auditors
  for the year ending December 31, 1995; and
 
    4. To transact such other business as may properly come before the
  Meeting or any adjournment thereof.
 
  Only shareholders of record at the close of business on March 17, 1995, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
 
  The Company desires your presence at the Meeting. However, so that the
Company may be certain that your shares are represented and voted in accordance
with your wishes, please sign and date the enclosed form of proxy and then
promptly return it to us in the enclosed stamped envelope. If you attend the
Meeting, you may, revoke your proxy and vote in person.
 
                                           By Order of the Board of Directors
 
                                                   Ronald A. Woessner
                                                        Secretary
 
Dallas, Texas
M
arch 30, 1995

<PAGE>
 
                               AMTECH CORPORATION
                               17304 PRESTON ROAD
                                 BUILDING E-100
                              DALLAS, TEXAS 75252
 
                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF SHAREHOLDERS
 
                           TO BE HELD APRIL 21, 1995
 
                                  SOLICITATION
 
  The enclosed Proxy is being solicited by the Board of Directors of Amtech
Corporation (the "Company") for use at the Annual Meeting of Shareholders of
the Company (the "Meeting") to be held on April 21, 1995, at 17304 Preston
Road, Building E-100, Dallas, Texas 75252, at 10:00 a.m., local time, as set
forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice") and at any adjournment thereof. This Proxy Statement and the form of
proxy enclosed herewith (the "Proxy") are being mailed to shareholders on or
about March 30, 1995.
 
                       RECORD DATE AND VOTING SECURITIES
 
  Only shareholders of record at the close of business on March 17, 1995, will
be entitled to vote on matters presented at the Meeting or any adjournment
thereof.
 
  As of February 28, 1995, there were issued and outstanding 14,622,785 shares
of $.01 par value common stock of the Company ("Common Stock"), and the
presence at the Meeting in person, or by Proxy, of the holders of a majority of
outstanding Common Stock entitled to vote on the matters specified in the
Notice constitutes a quorum for the Meeting and for acting on such matters.
Votes withheld from any director nominee will be counted in determining whether
a quorum has been reached. Under the Articles of Incorporation of the Company,
each share of Common Stock is entitled to one vote on all matters brought
before the Meeting or any adjournment thereof. In the election of directors,
shareholders are not entitled to cumulate their votes and are not entitled to
vote for a greater number of persons than the number of nominees named in this
Proxy Statement.
 
  Assuming the presence of a quorum, the affirmative vote of a plurality of the
shares of Common Stock voted at the Meeting and entitled to vote in the
election of directors is required for the election of directors. Votes may be
cast in favor of or withheld from a director nominee. Votes that are withheld
from a particular nominee will be excluded entirely from the vote and will not
affect the outcome of the vote. The affirmative vote of a majority of the
shares of Common Stock represented at the Meeting and entitled to vote, if a
quorum is present, is required to approve the adoption of the proposed Amtech
Corporation 1995 Long-Term Incentive Plan and for action on such other matters
as may properly come before the Meeting. Under applicable rules, brokers who
hold shares in street name have the authority to vote on certain items when
they have not received instructions from beneficial owners. Brokers that do not
receive instructions are entitled to vote on the election of directors, the
adoption of the Amtech Corporation 1995 Long-Term Incentive Plan and the
ratification of the selection of independent auditors. The shareholders of the
Company have no appraisal rights under Texas law with respect to the proposals
specified in the Notice.
 
  Any shareholder giving a Proxy may revoke it at any time before it is voted
by giving written notice to the Company or by attending the Meeting in person
and voting such shares. Where a shareholder has appropriately specified how a
Proxy is to be voted, it will be voted accordingly, and where no specific
direction

<PAGE>
 
is given, it will be voted FOR adoption of each of the proposals set forth in
the Notice and at the discretion of the proxy holders on all other business
that may properly come before the Meeting. Any shareholder present at the
Meeting, but who abstains from voting, shall be counted for purposes of
determining whether a quorum exists, but an abstention shall not be counted as
an affirmative vote in the election of the directors. With respect to all other
matters, an abstention would have the same effect as a vote against the
proposal.
 

                             PRINCIPAL SHAREHOLDERS
 
  The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of February 28, 1995, by (i) each
person who is known by the Company to own beneficially more than five percent
of the outstanding shares of Common Stock, (ii) each director and the five most
highly compensated executive officers of the Company and (iii) all directors
and named executive officers as a group.
 

<TABLE>
<CAPTION>
 
                                                AMOUNT AND NATURE OF
                                                BENEFICIAL OWNERSHIP(1)
                                            -------------------------------
                                             NUMBER    PERCENTAGE OF TOTAL
                                            OF SHARES SHARES OUTSTANDING(2)
                                            --------- ---------------------
<S>                                         <C>       <C>                  
Michael J. Breslin**(3)...................    18,125             *
Gary J. Fernandes.........................         0
Robert M. Gintel(4).......................   214,000          1.46%
Elmer W. Johnson(5).......................     6,250             *
Dr. Jeremy A. Landt(6)....................    32,250             *
James S. Marston(7).......................     5,000             *
G. Russell Mortenson(8)...................    56,760             *
William D. Powers(9)......................    14,025             *
Antonio R. Sanchez, Jr.(10)...............   272,912          1.87%
Steve M. York(3)..........................    15,001             *
Albert Fried & Company....................   811,164          5.55%
 40 Exchange Place
 New York, New York 10005
Mitsubishi Corporation(11)................   822,823          5.63%
 6-3., Marunouchi, 2-Chome
 Chiyoda-Ku, Tokyo
 Japan
Pioneering Management Corporation(12).....   928,600          6.35%
 60 State Street
 Boston, Massachusetts 02109

All directors and named executive officers
 as a group(13)...........................   634,323          4.30%
</TABLE>

--------
  * Denotes percentage ownership of less than 1%.
 
 ** No longer employed by the Company.
 
 (1) Except as otherwise noted, each person has sole voting and investment
     power over the Common Stock shown as beneficially owned, subject to
     community property laws where applicable.
 
 (2) Shares of Common Stock that were not outstanding but could be acquired
     upon exercise of an option within 60 days of February 28, 1995 are deemed
     outstanding for the purpose of computing the percentage of outstanding
     shares beneficially owned by a particular person. However, such shares are
     not deemed to be outstanding for the purpose of computing the percentage
     of outstanding shares beneficially owned by any other person.
 
 (3) The indicated officer has the right to acquire these shares under
     outstanding stock options that are currently exercisable or become
     exercisable within 60 days of February 28, 1995.
 
 (4) Includes 40,000 shares over which Gintel Equity Management, Inc., has
     investment authority. Although Mr. Gintel may be considered to
     beneficially own such shares because of his position with Gintel Equity
     Management, Inc., he disclaims beneficial ownership of those shares.
 
                                       2

<PAGE>
 
 (5) Includes 5,000 shares that Mr. Johnson has the right to acquire under
     outstanding stock options that are currently exercisable.
 
 (6) Includes 31,250 shares that Dr. Landt has the right to acquire under
     outstanding stock options that are currently exercisable.
 
 (7) Mr. Marston has the right to acquire these shares under outstanding stock
     options that are currently exercisable.
 
 (8) Includes 5,000 shares owned by a trust for which Mr. Mortenson serves as
     trustee and 51,760 shares that Mr. Mortenson has the right to acquire
     under outstanding stock options that are currently exercisable. Mr.
     Mortenson disclaims beneficial ownership of the shares held by the trust.
 
 (9) Includes 7,500 shares that Mr. Powers has the right to acquire under
     outstanding stock options that are currently exercisable.
 
(10) Includes 48,751 shares that are owned by family members of Mr. Sanchez or
     trusts for which Mr. Sanchez serves as trustee or is a beneficiary and
     5,000 shares that Mr. Sanchez has the right to acquire under outstanding
     stock options that are currently exercisable.
 
(11) Includes 137,138 shares owned by Mitsubishi International Corporation, a
     wholly-owned subsidiary of Mitsubishi Corporation.
 
(12) Pioneering Management Corporation, a registered investment advisor, is the
     beneficial owner of these shares.
 
(13) Includes all shares as to which the directors and named executive officers
     disclaim beneficial ownership.
 
                                       3

<PAGE>
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  The following table sets forth, as of February 28, 1995, the names of the
directors and the executive officers of the Company, their respective ages and
their respective positions with the Company.
 

<TABLE>
<CAPTION>
           NAME             AGE                     POSITION
           ----             ---                     --------
<S>                         <C> <C>
Michael J. Breslin*........  49 Vice President, Marketing
Robert J. Carroll..........  47 President and Chief Operating Officer--Amtech
                                 Systems Corporation
Douglas B. Davis...........  40 Vice President--Amtech Systems Corporation
Stuart M. Evans............  45 Chairman and Chief Executive--Cotag
                                 International Limited
Gary J. Fernandes(2).......  52 Director
Robert M. Gintel(1)........  67 Director
Elmer W. Johnson(1)(2).....  62 Director
Dr. Jeremy A. Landt(3).....  52 Director, Vice President--Amtech Systems
                                 Corporation
James S. Marston(3)........  61 Director
G. Russell Mortenson(3)....  45 Director, President and Chief Executive Officer
William D. Powers..........  60 Senior Vice President--Amtech Systems
                                 Corporation
Antonio R. Sanchez,        
 Jr.(1)(2).................  52 Chairman of the Board of Directors
Ronald A. Woessner.........  37 Vice President, General Counsel and Secretary
Steve M. York..............  44 Senior Vice President, Chief Financial Officer
                                 and Treasurer
</TABLE>

--------
 *  No longer employed by the Company.
(1) Member of the Audit Committee.
(2) Member of the Compensation and Stock Option Plan Committee.
(3) Member of the Executive Committee.
 
  Michael J. Breslin joined the Company in June 1991 as Vice President,
Marketing and served in that capacity until his departure from the Company in
March 1995. From 1983 until 1991 he was Senior Vice President and a director of
Geostar Corporation, a satellite communications company.
 
  Robert J. Carroll joined Amtech Systems Corporation in December 1994 as
President and Chief Operating Officer. From 1989 to 1994, Mr. Carroll was
President and Chief Executive Officer of AE Research Corporation, a provider of
computer peripherals, mobile computing and wireless communications products.
During 1994, Mr. Carroll filed one Form 3 relating to his beneficial ownership
of Common Stock in the Company after the deadline for filing such Form 3.
 
  Douglas B. Davis joined a subsidiary of the Company in June 1987 as a
software engineer, and has since served in several technical and management
positions. Mr. Davis currently serves as Vice President, Customer Services
Division of Amtech Systems Corporation.
 
  Stuart M. Evans has been Chairman and Chief Executive of Cotag International
Limited since the Company was founded in 1983. Prior to that, Mr. Evans worked
for McKinsey and Company as a management consultant from 1977 to 1982.
 
  Gary J. Fernandes has worked in various management capacities at Electronic
Data Systems Corporation ("EDS") since 1969. He has been a Senior Vice
President and member of the Board of Directors of EDS since 1981 with
responsibility for worldwide corporate business development, management
consulting services, multi-media services, strategic planning and marketing.
Mr. Fernandes also serves as a director of John Wiley & Sons, Inc., Southland
Corporation and Westcott Communications Corporation.
 
                                       4

<PAGE>
 
  Robert M. Gintel is Chairman of the Board of Oneita Industries, Inc., an
apparel and textile manufacturing company, and Vice Chairman of the Board of
XTRA Corporation, an intermodal equipment leasing company. Mr. Gintel is also
Senior Partner of Gintel & Co., a New York Stock Exchange member firm; Chairman
of the Board of Gintel Equity Management, Inc., a registered investment
advisor; and Chairman of the Board and Chief Executive Officer of Gintel Fund
and Gintel ERISA Fund, two open-end mutual funds.
 
  Elmer W. Johnson became a director of the Company in January 1993. Mr.
Johnson is a senior partner with the Chicago law firm of Kirkland & Ellis. From
1983 to 1988, Mr. Johnson held various offices at General Motors Corporation,
including Executive Vice President and Director. Mr. Johnson also serves as a
director of Failure Group, Inc. (engaged in the analysis of technical and
scientific failures) and Kaiser Steel Resources Corp.
 
  Dr. Jeremy A. Landt is a co-founder of the Company and has been Vice
President, Research and Development in the Technology and Manufacturing
Division of Amtech Systems Corporation and its predecessors since October 1984.
Prior to joining the Company, Dr. Landt was a staff member of the Los Alamos
National Laboratories for nine years. Dr. Landt is an author of certain patents
on which the Company's radio frequency electronic identification technology is
based.
 
  James S. Marston became a director of the Company in September 1991. Since
September 1987, Mr. Marston has been Senior Vice President and Chief
Information Officer of American President Companies, Ltd., one of the largest
U.S.-based intermodal shipping companies. Between 1986 and 1987, Mr. Marston
served as President of AMR Technical Training Division, AMR Corporation.
 
  G. Russell Mortenson joined the Company in August 1987 as President and Chief
Operating Officer. He was appointed Chief Executive Officer of the Company
effective January 1, 1992. Mr. Mortenson served from 1983 to 1987 as managing
partner of 2M Companies, a private investment company. He was previously an
attorney with the law firm of Hughes & Hill (now Hughes & Luce, L.L.P.). Mr.
Mortenson also serves as a director of Proxim, Inc.
 
  William D. Powers, who joined the Company in April 1988, is currently Senior
Vice President of the Technology and Manufacturing Division of Amtech Systems
Corporation. From 1962 until 1987, Mr. Powers worked at Xerox Corporation, most
recently as Manager of Dallas Manufacturing.
 
  Antonio R. Sanchez, Jr. was one of the original investors in the Company in
1987 and became a director of the Company in February 1993. Presently, Mr.
Sanchez is the Chairman of the Board and Chief Executive Officer of Sanchez-
O'Brien Oil & Gas Corporation. Mr. Sanchez also holds interests in banking,
real estate development, industrial parks, and various other investments.
 
  Ronald A. Woessner joined the Company in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously an attorney
with the Dallas-based law firm of Johnson & Gibbs.
 
  Steve M. York joined the Company in April 1990 as Vice President, Chief
Financial Officer and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held various
financial management positions with commercial operating companies and was
employed by Arthur Young & Co. (now Ernst & Young LLP).
 
  See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Transactions with
Management and Related Parties" for a description of transactions between the
Company or a subsidiary and certain directors and executive officers.
 
  Each director serves until the next annual meeting of shareholders and until
the director's successor is duly elected and qualified. Officers serve at the
discretion of the Board of Directors, subject to the terms of any employment
agreement.
 
                                       5

<PAGE>
 
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
 
  The Company has an Audit Committee of the Board of Directors. The Audit
Committee has responsibility and authority for making an annual recommendation
of independent auditors to the Board of Directors to serve as auditors of the
Company's books, records and accounts, reviewing the scope of audits made by
the independent auditors, and receiving and reviewing the audit reports
submitted by the independent auditors. The Audit Committee met on two occasions
during the fiscal year ended December 31, 1994.
 
  During 1994, the Company had a Stock Option Committee. On August 25, 1994,
Mr. Mortenson and Dr. Landt resigned from the Stock Option Committee, which
currently is comprised entirely of non-employee directors. The Stock Option
Committee administers the Amtech Corporation stock option plans. The Stock
Option Committee met on two occasions during the fiscal year ended December 31,
1994.
 
  During 1994, the Board of Directors did not have a compensation committee or
a nominating committee, although the option to create such committees was
available under the Company's bylaws. Employee compensation is administered by
a management committee, except that by resolution of the Board of Directors,
any proposed executive compensation in excess of $100,000 requires approval by
the Board of Directors. In January 1995, the Board of Directors reconstituted
the Stock Option Committee as the Compensation and Stock Option Plan Committee.
This new Committee will administer executive compensation and the Company's
stock option plans.
 
  The Board of Directors met on 10 occasions during the fiscal year ended
December 31, 1994. Each director attended more than 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which the director served,
except for Mr. Marston who attended 70% of such meetings.
 
                                       6

<PAGE>
 

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
 
 Summary Compensation Table
 
  The following table sets forth certain information regarding compensation
paid by the Company during the last three fiscal years to the Company's five
most highly compensated executive officers.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                  LONG-TERM COMPENSATION
                                                             --------------------------------
                                    ANNUAL COMPENSATION               AWARDS          PAYOUTS
                               ----------------------------- ------------------------ -------
                                                                          NUMBER OF
                                                             RESTRICTED  SECURITIES
   NAME AND PRINCIPAL                           OTHER ANNUAL   STOCK     UNDERLYING     LTP      ALL OTHER
        POSITION          YEAR  SALARY   BONUS  COMPENSATION   AWARD    OPTIONS(1)(2) PAYOUTS COMPENSATION(3)
------------------------  ---- -------- ------- ------------ ---------- ------------- ------- ---------------
<S>                       <C>  <C>      <C>     <C>          <C>        <C>           <C>     <C>
G. Russell Mortenson      1994 $240,000 $54,000      --          --        96,875        --       $1,875
President and Chief       1993  240,000 160,000      --          --        18,750        --        2,248
Executive Officer         1992  240,000 150,000      --          --        43,750        --          --

Michael J. Breslin        1994  120,000  14,000      --          --        33,875        --        1,498
Vice President--          1993  120,000  42,000      --          --          --          --        2,025
Marketing                 1992  112,500  30,000      --          --        43,750        --          --

Dr. Jeremy A. Landt       1994  150,000  13,500      --          --        40,000        --        1,871
Vice President--Research  1993  150,000  52,500      --          --        12,500        --        2,248
and Development, Amtech   1992  120,000  42,000      --          --        18,750        --          --
Systems Corporation

William D. Powers         1994  125,000  15,000      --          --        29,375        --        1,875
Senior Vice President,    1993  125,000  43,751      --          --          --          --        1,803
Amtech Systems            1992  125,000  30,000      --          --        18,750        --          --
Corporation

Steve M. York             1994  128,400  23,112      --          --        36,250        --        1,875
Senior Vice President,    1993  128,400  44,940      --          --          --          --        1,852
Chief Financial Officer   1992  120,000  55,000      --          --        28,125        --          --
and Treasurer
</TABLE>

--------
(1) In June 1993, the Company effected a five-for-four split of its Common
    Stock in the form of a stock dividend. Share amounts for all periods
    presented have been adjusted to reflect this stock split.
(2) The number of shares that may be purchased under 1994 option grants include
    40,625, 21,875, 12,500, 9,375, and 11,250 for Messrs. Mortenson, Breslin,
    Landt, Powers, and York, respectively, which were issued pursuant to the
    Company's option exchange and repricing program whereby stock option
    participants were given the opportunity to exchange for cancellation
    outstanding options and receive an option for 50% of the shares cancelled
    at an option price equal to the fair market value of the Company's Common
    Stock on the date of repricing. See "OPTION EXCHANGE AND REPRICING."
(3) Represents Company contributions to the Amtech 401(k) Retirement Plan.
 
                                       7

<PAGE>
 
 Option Grants
 
  The following table sets forth information relating to stock option grants
made by the Company to each of the Company's five most highly compensated
executive officers during the fiscal year ended December 31, 1994. The Company
has no plans that provide for the granting of stock appreciation rights.
 
                             OPTION GRANTS IN 1994

<TABLE>
<CAPTION>
                                                                  
                                                                  
                                                                  
                                                                  
                                                                      POTENTIAL   
                                                                  REALIZABLE VALUE
                       INDIVIDUAL GRANTS                          AT ASSUMED ANNUAL
-----------------------------------------------------------------  RATES OF STOCK 
                      NUMBER OF   % OF TOTAL                            PRICE     
                      SECURITIES   OPTIONS                        APPRECIATION FOR
                      UNDERLYING  GRANTED TO EXERCISE                OPTION TERM   
                       OPTIONS    EMPLOYEES    PRICE   EXPIRATION -----------------
        NAME           GRANTED     IN 1994   PER SHARE    DATE       5%      10%
        ----          ----------  ---------- --------- ---------- -------- --------
<S>                   <C>         <C>        <C>       <C>        <C>      <C>
G. Russell Mortenson    18,570(1)    2.92%    $25.00   02/12/2004     (1)      (1)
                        21,875(2)    3.40      10.00   02/12/2002 $ 96,250 $227,719
                         9,375(2)    1.46      10.00   02/12/2003   48,000  116,719
                         9,375(2)    1.46      10.00   02/12/2004   55,125  137,719
                        37,500(3)    5.84      10.25   12/19/2004  241,875  612,750

Michael J. Breslin       9,375(2)    1.46      10.00   03/31/2002   42,094   99,938
                        12,500(2)    1.95      10.00   09/22/2002   60,375  145,125
                        12,000(3)    1.87      10.00   12/19/2004   75,480  191,280

Dr. Jeremy A. Landt     12,500(1)    1.95      25.00   02/12/2004     (1)      (1)
                         6,250(2)     .97      10.00   02/12/2003   32,000   77,813
                         6,250(2)     .97      10.00   02/12/2004   36,750   91,813
                        15,000(3)    2.33      10.25   12/19/2004   96,750  245,100

William D. Powers        9,375(2)    1.46      10.00   09/22/2002   45,281  108,844
                        20,000(3)    3.11      10.00   12/19/2004  125,800  318,800

Steve M. York            3,750(2)     .58      10.75   03/31/2002   18,113   42,975
                         7,500(2)    1.17      10.00   09/22/2002   36,225   87,075
                        25,000(3)    3.89      10.00   12/19/2004  157,250  398,500
</TABLE>

--------
(1) The number of indicated option shares were exercisable in their entirety on
    the date of grant, but were later cancelled pursuant to the option exchange
    and repricing program in exchange for newly issued options for one-half of
    the number of cancelled option shares. See "OPTION EXCHANGE AND REPRICING."
(2) The number of indicated option shares were issued pursuant to the option
    exchange and repricing program and represent one-half of the number of
    options cancelled under the option exchange and repricing program. The
    original expiration and vesting dates were maintained. See "OPTION EXCHANGE
    AND REPRICING." In the event of a change of control of the Company (as
    defined in the Option Plan or Option Agreement as applicable), these
    options become immediately exercisable.
(3) Options become exercisable as follows: 45% and 55% of original grant on
    December 31, 1997 and June 30, 2000, respectively, or earlier at
    predetermined percentages if the Common Stock trades at certain price
    targets for a consecutive 90 day period. In the event of a change of
    control of the Company (as defined in the Option Plan or Option Agreement
    as applicable), these options become immediately exercisable.
 
                                       8

<PAGE>
 
 Aggregated Option Exercises and Fiscal Year-End Option Value
 
  The following table sets forth information relating to the exercises of stock
options by each of the Company's five most highly compensated executive
officers during the year ended December 31, 1994 and the value of unexercised
stock options as of December 31, 1994.
 
                   AGGREGATED OPTION EXERCISES IN 1994 AND 
                       DECEMBER 31, 1994 OPTION VALUES
 

<TABLE>
<CAPTION>
                        OPTION EXERCISES
                          DURING 1994        NUMBER OF SECURITIES
                      --------------------  UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED
                       NUMBER OF                  OPTIONS AT          IN-THE-MONEY OPTIONS AT
                        SHARES                 DECEMBER 31, 1994         DECEMBER 31, 1994
                       ACQUIRED    VALUE   ------------------------- -------------------------
        NAME          ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
        ----          ----------- -------- ----------- ------------- ----------- -------------
<S>                   <C>         <C>      <C>         <C>           <C>         <C>
G. Russell Mortenson       --       $ --     51,760       37,500       $71,721      $    --
Michael J. Breslin         --         --     16,250       32,625        15,188       15,188
Dr. Jeremy A. Landt        --         --     31,250       15,000            --           --
William D. Powers          --         --      7,500       29,375        16,091       16,091
Steve M. York              --         --     10,313       44,687        22,935       29,779
</TABLE>

 
OPTION EXCHANGE AND REPRICING
 
 Report of the Stock Option Committee on Option Exchange and Repricing
 
  In August 1994, the Stock Option Committee considered an option exchange and
repricing program whereby all holders of outstanding options issued under the
Company's stock option plans would have the opportunity to surrender
outstanding options for cancellation in exchange for replacement options at the
current market price of the Common Stock. The replacement options would be for
only one-half the number of shares covered by the previously outstanding
options. The Committee noted the decline in the value of the Common Stock
attributable to certain business setbacks, including the decision by the
Interagency Group (the "IAG") (comprised of various toll authorities in New
York, New Jersey and Pennsylvania) to recommend a competing technology to the
governing boards of the agencies comprising the IAG for use in the E-Z Pass
electronic toll collection system. Accordingly, after discussing the various
alternatives available, the Stock Option Committee approved the option exchange
and repricing program to preserve the important motivating effect that stock
options have had on the Company's employees, while requiring a substantial quid
pro quo from employees electing to participate in the option exchange and
repricing program.
 
  Replacement options issued under the 1990 Stock Option Plan were priced at
the closing price of the Common Stock on the business day immediately preceding
the date of grant and replacement options issued under the 1992 Stock Option
Plan were priced at the closing price of the Common Stock on the date of grant,
according to the terms of each Plan.
 
                                          Elmer W. Johnson
                                          James S. Marston
                                          Antonio R. Sanchez, Jr.
 
                                       9

<PAGE>
 
 Option Repricing Table
 
  The following table sets forth information relating to options held by any
executive officer that were repriced since the date of the Company's initial
public offering on November 8, 1989.
 
                           OPTION REPRICING TABLE(1)
 

<TABLE>
<CAPTION>
                                    NUMBER OF                                      LENGTH OF
                                    SECURITIES MARKET PRICE EXERCISE               ORIGINAL
                                    UNDERLYING   OF STOCK   PRICE AT    NEW       OPTION TERM
                           DATE OF   REPRICED    AT TIME     TIME OF  EXERCISE REMAINING AT DATE
   NAME AND POSITION      REPRICING  OPTIONS   OF REPRICING REPRICING  PRICE     OF REPRICING
   -----------------      --------- ---------- ------------ --------- -------- -----------------
<S>                       <C>       <C>        <C>          <C>       <C>      <C>
Michael J. Breslin*       08/25/94     9,375      $10.00     $22.40    $10.00  7 years  7 months
Vice President--          08/25/94    12,500       10.00      19.20     10.00  8 years  1 month
Marketing
David Bryant*             10/18/90   112,500        5.07       8.87      5.33  9 years  7 months
President, Amtech
Systems Corporation
Douglas B. Davis          10/18/90     5,625        5.07       7.60      5.33  9 years 10 months
Vice President--Customer  08/25/94     3,125       10.00      22.00     10.75  7 years  7 months
Services, Amtech Systems  08/25/94     6,250       10.00      19.20     10.00  8 years  1 month
Corporation
Dr. Jeremy Landt          08/25/94     6,250       10.00      23.80     10.00  8 years  6 months
Vice President--Research  08/25/94     6,250       10.00      25.00     10.00  9 years  6 months
and Development, Amtech
Systems Corporation
Philippe M. Larue*        10/18/90    18,750        5.07       7.60      5.33  9 years 10 months
President, Amtech World   08/25/94     3,750       10.00      22.00     10.75  7 years  7 months
Corporation               08/25/94     5,000       10.00      19.20     10.00  8 years  1 month
G. Russell Mortenson      08/25/94    21,875       10.00      17.60     10.00  7 years  6 months
President and Chief       08/25/94     9,375       10.00      23.80     10.00  8 years  6 months
Executive Officer         08/25/94     9,375       10.00      25.00     10.00  9 years  6 months
William D. Powers         10/18/90    18,750        5.07       7.60      5.33  9 years 10 months
Senior Vice President,    08/25/94     9,375       10.00      19.20     10.00  8 years  1 month
Amtech Systems
Corporation
Ronald A. Woessner        08/25/94     6,250       10.00      20.00     10.75  7 years  8 months
Vice President, General   08/25/94     2,500       10.00      22.75     10.75  8 years 10 months
Counsel and Secretary     08/25/94     3,125       10.00      19.20     10.00  8 years  1 month
Steve M. York             10/18/90    37,584        5.07       7.47      5.33  9 years 10 months
Senior Vice President,    08/25/94     3,750       10.00      22.00     10.75  7 years  7 months
Chief Financial Officer   08/25/94     7,500       10.00      19.20     10.00  8 years  1 month
and Treasurer
</TABLE>

--------
 *  No longer employed by the Company.
 
(1) The number of securities and exercise prices have been adjusted to reflect
    a three for two stock split in February 1992 and a five for four stock
    split in June 1993.
 
 Compensation of Directors
 
  A non-employee director is eligible to receive an annual fee of $15,000,
unless such non-employee director directly or indirectly beneficially owns, or
is an employee, affiliate, or designee to the Board of Directors of a person
that directly or indirectly beneficially owns, more than 5% of the Company's
Common Stock. In addition, non-employee directors who meet the foregoing
criteria receive an automatic grant of
 
                                       10

<PAGE>
 
2,500 options (under the Company's 1992 Stock Option Plan) on the date such
director is first appointed (unless such date is less than 180 days prior to
the date of the next annual meeting of the shareholders) or elected to the
Board of Directors and annually thereafter while continuing to serve on the
Board of Directors. Directors do not receive additional compensation for
attending meetings.
 
 Employment Contracts with Executive Officers
 
  A subsidiary of the Company, Amtech Systems Corporation, and Robert J.
Carroll are parties to an employment agreement, which provides for a term of
employment through December 31, 1995 at an annual base salary of $175,000. The
agreement also provides for the payment to Mr. Carroll of up to one times his
annual salary in the event he is terminated after a change in control (as
defined in the employment agreement) of the Company. The employment agreement
also contains confidentiality and non-competition provisions.
 
  The Company and G. Russell Mortenson are parties to an employment agreement,
which provides for a term of employment through December 31, 1997 at an annual
base salary of $288,000. The agreement also provides for the payment to Mr.
Mortenson of up to three times his annual salary in the event he is terminated
after a change in control (as defined in the employment agreement) of the
Company. The employment agreement also contains confidentiality and non-
competition provisions.
 
  A subsidiary of the Company, Amtech Systems Corporation, and Dr. Jeremy A.
Landt are parties to an employment agreement, which provides for a term of
employment through December 31, 1997 at an annual base salary of $157,500. The
agreement also provides for the payment to Dr. Landt of up to three times his
annual salary in the event he is terminated after a change in control (as
defined in the employment agreement) of the Company or the subsidiary. The
employment agreement also contains confidentiality and non-competition
provisions.
 
  A subsidiary of the Company, Amtech Systems Corporation, and William D.
Powers are parties to an employment agreement, which provides for a term of
employment through December 31, 1995 at an annual base salary of $137,500. The
agreement also provides for the payment to Mr. Powers of up to one times his
annual salary in the event he is terminated after a change in control (as
defined in the employment agreement) of the Company. The employment agreement
also contains confidentiality and non-competition provisions.
 
  The Company and Ronald A. Woessner are parties to an employment agreement,
which provides for a term of employment through December 31, 1995 at an annual
base salary of $115,000. The agreement also provides for the payment to Mr.
Woessner of up to one times his annual salary in the event he is terminated
after a change in control (as defined in the employment agreement) of the
Company. The employment agreement also contains confidentiality and non-
competition provisions.
 
  The Company and Steve M. York are parties to an employment agreement, which
provides for a term of employment through December 31, 1997 at an annual base
salary of $145,000. The agreement also provides for the payment to Mr. York of
up to three times his annual salary in the event he is terminated after a
change in control (as defined in the employment agreement) of the Company. The
employment agreement also contains confidentiality and non-competition
provisions.
 
  A subsidiary of the Company and Douglas B. Davis are parties to an employment
agreement, which provides for a term of employment through December 31, 1995 at
an annual base salary of $125,000. The agreement also provides for the payment
to Mr. Davis of up to one times his annual salary in the event he is terminated
after a change in control (as defined in the employment agreement) of the
Company. The employment agreement also contains confidentiality and non-
competition provisions.
 
  A subsidiary of the Company and Stuart M. Evans are parties to an employment
agreement, which provides for a term of employment through January 31, 1997 at
an annual base salary of approximately $150,000. The employment agreement also
contains confidentiality and non-competition provisions.
 
                                       11

<PAGE>
 
 Transactions with Management and Related Parties
 
  Mr. Sanchez, a director of the Company, is a shareholder of the International
Bank of Commerce, Laredo, Texas ("IBC"). The Company has had a banking
relationship with IBC since 1989 and maintains a checking account and short-
term government secured repurchase investments with IBC. The average month-end
balance during 1994 of such checking account and short-term investments was
approximately $1,500,000.
 
 Compensation Committee Interlocks and Insider Participation in Compensation
D
ecisions
 
  During 1994, the Board of Directors did not have a compensation committee,
although the option is available under the Company's bylaws. Mr. Mortenson and
Dr. Landt, each of whom are directors of the Company and are officers of the
Company or a subsidiary of the Company, participated in deliberations of the
Company's Board of Directors concerning executive compensation during the
fiscal year ended December 31, 1994. See "DIRECTORS AND EXECUTIVE OFFICERS."
 
 Report of Board of Directors on Annual Compensation
 
  The entire Board of Directors established the Company's compensation policies
in 1994 and made the compensation decisions described herein since, at that
time, the Board did not have a compensation committee. The compensation for all
employees (other than the President and Chief Executive Officer) is
administered by a management committee, but compensation proposed to be paid to
any employee in excess of $100,000 requires the approval of the Board of
Directors.
 
  The Board of Director's policy regarding executive pay is to offer
competitive and incentive based compensation. The Board's policy is based on
the following objectives:
 
  . To enhance the Company's competitiveness by attracting and retaining
  qualified executives.
 
  . To link executive officers' long-term earnings to the long-term success
  of the Company.
 
  . To reward individual performance as well as team accomplishments.
 
  The 1994 base salary levels of the Company's executive officers were
determined by the Board based on a variety of elements, including the
individual executive officer's compensation history, work experience with the
Company and individual talents. In addition to considering these elements, the
Board considered executive compensation information compiled on behalf of the
Company in late 1993 by a major accounting firm for middle market companies
(those with sales of $60 million or less) located in the Company's geographical
area and in industries considered to be comparable to the Company's business.
The industry groups considered comparable are not precisely the same companies
included in the NASDAQ Electronic Component Stocks shown in the Performance
Graph appearing below, although the Board believes it likely that there is
substantial overlap. However, the Board did not assign specific weights to any
one element or to the compiled executive compensation information.
 
  The Board's philosophy in establishing base salaries for 1994 was that base
salaries generally should be in the range of the midpoint between the average
base salaries and the highest base salaries paid to similarly situated
executives at the companies considered to be comparable. In addition, the Board
does not anticipate providing compensation that is not deductible for federal
income tax purposes. No change was made in 1994 to the 1993 base salary level
of the Company's five most highly compensated executive officers.
 
  A portion of the executive officers' compensation for 1994 consisted of
bonuses, which were paid pursuant to the Company's 1994 Executive Management
Cash Bonus Plan (the "Bonus Plan") established by the Board in early 1994. The
bonus opportunity established under the Bonus Plan was a percentage of each
executive officer's base salary as approved by the Board of Directors. The
Bonus Plan provided that 55% of the participants' bonus opportunity was tied to
the Company's achievement of certain 1994 pre-tax quarterly operating income
goals approved by the Board, while 45% of the bonus opportunity was
 
                                       12

<PAGE>
 
discretionary based upon the individual officer's performance as determined
subjectively in the discretion of the Company's President and Chief Executive
Officer in the case of the other executive officers, and the discretion of the
Board, in the case of the President and Chief Executive Officer.
 
  The Company did not achieve the 1994 pre-tax quarterly operating income goals
proposed by management and approved by the Board and, thus, each executive
officer forfeited their entire respective 55% portion of their bonus
opportunity. Additionally, the amount of the respective 45% discretionary
portion of the bonus opportunity paid to individual executive officers ranged
from 22.5% to the full 45%. These determinations were made on a case-by-case
basis based upon the individual executive officer's performance. The Company
paid aggregate bonuses in 1994 of $145,600 to the Company's executive officers
as a group.
 
  As noted in the Summary Compensation Table, Mr. Mortenson's total
compensation in 1994 consisted of $240,000 base salary, $54,000 in bonuses,
stock option grants and Company contributions to the Amtech 401(k) Retirement
Plan. The amount of Mr. Mortenson's annual base salary was paid pursuant to the
terms of Mr. Mortenson's employment agreement with the Company. In addition,
Mr. Mortenson received all of the discretionary portion of his bonus
opportunity as determined subjectively in the discretion of the Board. The
Board did not assign specific "weights" to each measure of Mr. Mortenson's
overall achievements that it considered.
 
  The Company has utilized stock option grants pursuant to the Company's stock
option plans to link executive compensation to stock price performance and to
provide long-term incentives. The Board believes that a portion of the
executive officers' compensation should be dependent on value created for the
shareholders. In December 1994, the Board granted (in addition to those options
issued in connection with the option exchange and repricing program) an
aggregate of 147,000 option shares to the Company's executive officers, which
options vest in percentages and over time periods based in part on certain
goals for percentage increases in the Company's stock price.
 
  In August 1994, the Committee administering the Company's stock option plans
approved an option exchange and repricing program pursuant to which all holders
of the Company's stock options were given the opportunity to exchange their
outstanding stock options for newly-issued stock options. The new options were
for only one-half of the number of shares covered by the previously outstanding
options. The Company's executive officers participated in this exchange
program. See "OPTION EXCHANGE AND REPRICING."
 
                                          Elmer W. Johnson
                                          Dr. Jeremy A. Landt
                                          James S. Marston
                                          G. Russell Mortenson
                                          Antonio R. Sanchez, Jr.
 
  This Report will not be deemed to be incorporated by reference in any filing
by the Company under the Securities Act of 1933 (the "Securities Act") or the
Securities Exchange Act of 1934 ("Exchange Act"), except to the extent that the
Company specifically incorporates this Report by reference.
 
                                       13

<PAGE>
 
 Performance Graph
 
  The following graph shows a comparison of cumulative total returns of an
investment in (i) the Company's Common Stock, (ii) the Center for Research in
Securities Prices ("CRSP") Total Return Index for The NASDAQ Stock Market (U.S.
companies), and (iii) the CRSP Total Return Index for NASDAQ Electronic
Component Stocks, in each case, for the period since December 31, 1989. The
comparison assumes $100 was invested on December 31, 1989, in the Company's
Common Stock and in each of the two indices and assumes reinvestment of
dividends. A listing of the companies comprising each of the CRSP-NASDAQ
indices used in the following graph is available, without charge, upon written
request.
 
                             [GRAPH APPEARS HERE]


<TABLE>
                   COMPARISON OF FIVE YEAR CUMULATIVE RETURN
        AMONG AMTECH CORPORATION, CRSP-NASDAQ STOCK MARKET (U.S.) AND 
                    CRSP-NASDAQ ELECTRONIC COMPONENT STOCKS
<CAPTION>
                                                          CRSP-NASDAQ 
                                             CRSP-NASDAQ   ELECTRONIC 
Measurement period             AMTECH       STOCK MARKET   COMPONENT          
(Fiscal Year Covered)        CORPORATION       (U.S.)       STOCKS
---------------------        -----------    -----------   -----------
<S>                             <C>            <C>           <C>
12/89                           $ 100.00       $ 100.00      $ 100.00
12/90                           $  70.42       $  84.92      $  97.04
12/91                           $ 207.38       $ 136.28      $ 138.19
12/92                           $ 277.80       $ 158.58      $ 215.90
12/93                           $ 333.36       $ 180.93      $ 296.50
12/94                           $ 133.69       $ 176.92      $ 328.14
</TABLE>
 

 
  The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph will not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates the graph by reference.
 
                                       14

<PAGE>
 
                    MATTERS TO BE BROUGHT BEFORE THE MEETING
 

                       PROPOSAL 1. ELECTION OF DIRECTORS
 
  Seven directors will be elected at the Meeting. The persons named below have
been nominated for election as directors. Should any nominee become unable or
unwilling to accept nomination or election, no person will be substituted in
his stead and the Board of Directors, in accordance with the bylaws of the
Company, will by resolution reduce the number of members of the Board of
Directors accordingly. The Board of Directors has no reason to believe that any
of the nominees will be unable or unwilling to serve if elected, and to the
knowledge of the Board of Directors, each of the nominees intends to serve the
entire term for which election is sought. Each director will serve until his
successor has been duly elected and qualified.
 

<TABLE>
<CAPTION>
 NAME(1)                                 PRINCIPAL OCCUPATION                  DIRECTOR SINCE
 -------                                 --------------------                  --------------
<S>                      <C>                                                   <C>
Gary J. Fernandes        Senior Vice President, Electronic Data Systems
                          Corporation                                               1995
Robert M. Gintel         Senior Partner, Gintel & Co.                               1995
Elmer W. Johnson         Senior Partner, Kirkland & Ellis                           1993
Dr. Jeremy A. Landt      Vice President--Amtech Systems Corporation                 1989
James S. Marston         Senior Vice President and Chief Information Officer,
                          American President Companies, Ltd.                        1991
G. Russell Mortenson     President and Chief Executive Officer--Amtech
                          Corporation                                               1988
Antonio R. Sanchez, Jr.  Chairman of the Board and Chief Executive Officer,
                          Sanchez--O'Brien Oil & Gas Corporation                    1993
</TABLE>

--------
(1) For information concerning the ages, business experience and background of
    the nominees, see "MANAGEMENT--Directors and Executive Officers."
 
 
 THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
 

  PROPOSAL 2. ADOPTION OF THE AMTECH CORPORATION 1995 LONG-TERM INCENTIVE PLAN
 
 General
 
  On March 15, 1995, the Board of Directors adopted the Amtech Corporation 1995
Long-Term Incentive Plan (the "1995 Plan"), subject to approval by the
shareholders at the Meeting. The Board of Directors believes that the adoption
of the 1995 Plan will advance the interest of the Company and its shareholders
by enabling the Company to attract and retain personnel of high caliber by
offering stock-based compensation incentives. Award under the 1995 Plan will
provide award recipients a sense of proprietorship through stock ownership,
thus closely aligning their interests with those of the Company's shareholders.
The 1995 Plan will become effective upon approval by the shareholders and will
expire ten years from such effective date, unless terminated earlier.
 
  Historically, the Company has used stock options as its exclusive form of
stock-based compensation incentive for attracting and retaining key personnel.
While it is anticipated that the Company will continue to use stock options as
a compensation incentive, the proposed 1995 Plan provides for the potential for
awards in the form of stock options, restricted stock grants, performance share
awards, and stock unit awards, or a combination thereof. This array permits the
fashioning of awards as to type of award, timing of realization of benefits
under the award, value of the award, and the tax and accounting consequences of
the award. The 1995 Plan thus affords significant flexibility to the Company in
fashioning stock-based compensation incentives. The 1995 Plan will be
administered by a committee of the Board comprised of disinterested directors.
 
                                       15

<PAGE>
 
  At this time, the Company has made no specific determination as to what types
of awards would be granted under the 1995 Plan, the details of any awards that
would be granted, or even whether all of the types of awards permitted under
the 1995 Plan will ever be granted. However, the Board of Directors believes
that the flexibility afforded by the proposed 1995 Plan will facilitate the
creation of stock-based compensation incentives and urges shareholders to vote
"
FOR" the adoption of the 1995 Plan.
 
  A copy of the 1995 Plan is attached to this Proxy Statement as Annex I, and
the following summary is qualified in its entirety by reference to the full
text of the 1995 Plan. The following is a summary of certain provisions of the
1995 Plan.
 
Administration
 
  The 1995 Plan will be administered by the Compensation and Stock Option Plan
Committee (the "Committee") (or successor committee) of the Board of Directors.
To the extent necessary to comply with the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act"), each member of the
Committee will be a "disinterested person" within the meaning of the Exchange
Act.
 
  The Committee will be authorized to grant awards in the form of stock
options, restricted stock, performance shares, and restricted stock units and
other stock unit awards, and the terms and conditions relating thereto. Except
with respect to certain automatic grants of options to the Committee members,
the Committee has complete authority to construe, interpret, and administer the
provisions of the 1995 Plan and the provisions of the agreements governing
awards granted thereunder. The Committee will have the authority to prescribe,
amend and rescind rules and regulations pertaining to the 1995 Plan and to make
all other determinations necessary or deemed advisable in the administration of
the 1995 Plan. The determinations and interpretations made by the Committee are
final and conclusive.
 
 Eligibility
 
  Eligibility to participate in the 1995 Plan is limited to employees and
directors of the Company and its subsidiaries, as selected by the Committee.
 
 Shares Subject to the Plan
 
  Subject to adjustment as described below, the maximum number of shares of
Common Stock in respect of which awards may be granted under the Plan is
500,000 shares. In the event of a stock split, stock dividend, or other
relevant change affecting the Company's Common Stock, the Committee has the
authority to make appropriate adjustments to the number of shares available for
grants and to the number of shares under outstanding grants and, if applicable,
the exercise price under outstanding grants made before the event in question.
 
 Types of Awards Under the 1995 Plan
 
 Stock Options
 
  The Committee may grant awards under the 1995 Plan in the form of options to
purchase shares of the Company's Common Stock. The maximum number of shares of
Common Stock in respect of which stock options may be granted under the Plan is
also 500,000 shares. In addition, no participant in the Plan may be granted
stock options for more than 200,000 shares of Common Stock in the aggregate
during the term of the Plan. With regard to each such option, the Committee
will determine the number of shares subject to the option, the manner and time
of the exercise of the option, the exercise price per share of stock subject to
the option, and other applicable conditions. The Committee may grant either
non-qualified options ("NQSO") or "incentive stock options" ("ISO") pursuant to
Section 422 of the Internal Revenue Code, as amended (the "Code") or both. The
exercise price of ISOs will not be less than the fair market value of the
Common Stock on the date of grant (and not less than 110% of the fair market
value in the case of options granted to an optionee owning 10% or more of the
outstanding Common Stock). The exercise price for NQSOs shall not be less than
100% of the fair market value of the Common Stock on the date of grant. The
exercise price
 
                                       16

<PAGE>
 
may, at the discretion of the Committee, be paid in cash, shares of Common
Stock, or a combination thereof. The Company may make financing available to
the optionee on such terms as the Committee shall specify. The effect of an
optionee's termination of employment by reason by death, retirement,
disability, or otherwise and other conditions that will apply to the exercise
of the option will be specified in the option agreement evidencing the grant of
the option.
 
  Directors who serve on the Committee may not receive discretionary grants of
options under the 1995 Plan while serving on the Committee or within the one
year prior to their service on the Committee. The 1995 Plan does provide for
the automatic grant of NQSOs to purchase Common Stock for employee directors
that serve on the Committee, as follows: an Internal Director/Chief Executive
Officer, Internal Director/Vice President of Research and Development, and
Internal Director/Other will automatically receive annual grants of fully
vested NQSOs to acquire 18,750, 12,500, and 1,250 shares of Common Stock,
respectively, at the time of their appointment and reappointment, if
applicable, to the Committee; provided that the Company has consolidated net
income for the calendar year immediately preceding the date of grant. There are
currently no employee directors serving on the Committee. In addition, non-
employee Directors who are not a person, an employee or affiliate of a person,
or a designee to the Board of Directors of a person, that is required to file a
statement under Section 13(d) or 13(g) of the Exchange Act with respect to
ownership of the Common Stock will automatically receive a grant of fully
vested NQSOs to acquire 2,500 shares of Common Stock on the date such Director
is elected or appointed or each subsequent date that such qualifying non-
employee director is re-elected to the Company's Board of Directors. No
automatic option grants will be made to any director in a year when such
director has received an automatic grant of options under the corresponding
provisions of the Company's 1992 Stock Option Plan.
 
 Performance Shares
 
  The 1995 Plan permits the Committee to grant awards of performance shares to
eligible employees. These awards are contingent upon the achievement of certain
performance goals established by the Committee. The length of time over which
performance will be measured, the performance goals, and the criteria to be
used in determining whether and to what degree the goals have been attained
will be determined by the Committee. An example of a performance share award
would be a grant of a contingent number of shares at the beginning of the
performance period. The recipient of the award would earn a portion or all of
the shares originally awarded (often payable in stock or cash), to the extent
the performance targets are met over a specified period of time (usually 3-5
years). The Committee will also determine the effect (on the performance share
award) of the termination of employment of a recipient of performance shares
(by reason of death, retirement, disability or otherwise) during the
performance period.
 
 Restricted Stock
 
  Under the 1995 Plan, the Committee may award shares of the Company's Common
Stock to eligible employees, subject to certain restrictions as determined by
the Committee. The nature and extent of the restrictions on such shares, the
duration of such restrictions, and any circumstance that could cause the
forfeiture of such shares shall be determined by the Committee. An example of a
restricted stock award would be a grant of shares that are subject to
restrictions as to sale, transfer, or pledge, with the restrictions lapsing
over a period of time (usually 3-5 years). The Committee will also determine
the effect (on the restricted stock award) of the termination of employment of
a recipient of restricted stock (by reason of death, retirement, disability, or
otherwise) prior to the lapse of any applicable restrictions.
 
 Other Stock Based Awards
 
  In addition, the Committee shall have authority under the 1995 Plan to grant
restricted stock unit awards and other stock unit awards, which can be in the
form of Common Stock or units, the value of which is based, in whole or in
part, on the value of the Company's Common Stock. Such stock unit awards will
be subject to such terms, restrictions, conditions, vesting requirements and
payment rules as the Committee may
 
                                       17

<PAGE>
 
determine. Stock unit awards may relate in whole or in part to certain
performance criteria established by the Committee at the time of grant. An
example of a stock unit award would be a grant of units with an absolute dollar
value with the payout (often payable in cash or stock) contingent on meeting
stated performance targets over a specified period of time (usually 3-5 years).
The Committee will also determine the effect of termination of employment (on
the stock unit award) of a stock unit award recipient (by reason of death,
retirement, disability or otherwise) during any applicable vesting period.
 
 Amendment and Termination
 
  The Board of Directors may amend, abandon, suspend or terminate the 1995 Plan
or any portion thereof at any time. No amendment shall, however, be made
without shareholder approval (including an increase in the maximum number of
shares of Common Stock in respect of which awards may be made under the 1995
Plan) if such shareholder approval is necessary to comply with any tax or
regulatory requirement, including any approval requirement that is a
prerequisite for exemptive relief under Section 16(b) of the Exchange Act.
 
 Change of Control
 
  In order to preserve the rights of participants in the event of a change in
control of the Company, the Committee in its discretion may, at the time a
grant is made or any time thereafter, take one or more of the following
actions: (i) provide for the acceleration of any time period relating to the
exercise of an award, (ii) provide for the purchase of the award upon the
participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the award had the award been
currently exercisable or payable, (iii) adjust the terms of the award in a
manner determined by the Committee to reflect the change in control, (iv) cause
an award to be assumed, or new rights substituted therefor, by another entity,
or (v) make such other provisions as the Committee may consider equitable and
in the best interests of the Company.
 
 Certain Federal Income Tax Consequences
 
  Under current U.S. federal tax law, the following are the U.S. federal income
tax consequences generally arising with respect to awards under the 1995 Plan.
 
 Stock Options
 
  Any employee receiving ISOs generally will not realize taxable income, and
the Company will not be entitled to a federal income tax deduction, at the time
an ISO is granted or at the time the ISO is exercised. However, there may be
certain alternative minimum tax consequences to the employee resulting from the
exercise of an ISO. Upon a sale of the Common Stock acquired upon exercise of
an ISO, the employee generally will realize a capital gain or capital loss, and
the Company will receive no deduction, so long as the sale does not occur
within two years of the date of the grant of the ISO or within one year from
the date the shares were transferred to the employee upon the exercise of the
ISO. If a sale does occur within two years of the date of grant or one year of
the transfer date, however, part or all of the income recognized by the
employee may be treated as ordinary income. Under such circumstances, the
Company could be entitled to a federal income tax deduction equal to the
ordinary income recognized by the employee.
 
  An employee receiving NQSOs will not realize any taxable income, and the
Company will not be entitled to any federal income tax deduction, at the time
the NQSO is granted. At the time the NQSO is exercised, however, the employee
generally will realize ordinary income in an amount equal to the excess of the
fair market value of the Common Stock on the date of exercise over the option
price paid, and the Company will generally be entitled to a corresponding
federal income tax deduction. Upon the sale of the Common Stock acquired upon
exercise of a NQSO, the employee generally will recognize capital gain or loss.
 
 Performance Shares
 
  A participant who has been granted a performance share award will not realize
taxable income at the time of the grant, and the Company will not be entitled
to a tax deduction at such time. A participant will
 
                                       18

<PAGE>
 
realize ordinary income at the time the award is paid equal to the amount of
cash paid or the value of shares delivered, and the Company will have a
corresponding tax deduction.
 
 Restricted Stock
 
  A participant who has been granted an award of restricted stock will not
realize taxable income at the time of the grant, and the Company will not be
entitled to a tax deduction at the time of the grant, unless the participant
makes an election to be taxed at the time of the award. When the restrictions
lapse, the participant will recognize taxable income in an amount equal to the
excess of the fair market value of the shares at such time over the amount, if
any, paid for such shares. The Company will be entitled to a corresponding tax
deduction. The holder of a restricted stock award may elect to be taxed at the
time of the restricted stock award on the market value of the shares, in which
case (1) the Company will be entitled to a deduction at the same time and in
the same amount, and (2) there will be no further income tax consequences when
the restrictions lapse.
 
 Stock Units
 
  The grant of a stock unit award produces no U.S. federal income tax
consequences for the participant or the Company. The payment of a stock unit
award results in taxable income to the participant equal to the amount of the
payment received, valued with reference to the fair market value of the Common
Stock on the payment date. The Company is entitled to a corresponding tax
deduction for the same amount.
 
 Summary
 
  The Board of Directors believes that the 1995 Plan is in the best interest of
the Company and its shareholders and is necessary to enable it to attract and
retain highly qualified directors and employees. The affirmative vote of a
majority of the shares of Common Stock represented at the Meeting and entitled
to vote, if a quorum is present, is required to approve the adoption of the
1995 Plan.
 
  THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE "FOR" THE ADOPTION OF THE
AMTECH CORPORATION 1995 LONG-TERM INCENTIVE PLAN.
 

         PROPOSAL 3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
 
  Ernst & Young LLP served as independent auditors for the Company for the
fiscal year ended December 31, 1994, and has reported on the Company's
financial statements. The Board of Directors, upon the recommendation of its
Audit Committee, has selected Ernst & Young LLP as independent auditors of the
Company for its fiscal year ending December 31, 1995, and recommends that the
s
hareholders ratify this selection. The Board of Directors has been advised
that Ernst & Young LLP has no relationship with the Company or its subsidiaries
other than that arising from the firm's employment as auditors.
 
  A representative of Ernst & Young LLP is expected to be present at the
Meeting, and will be afforded an opportunity to make a statement, if such
representative so desires, and to respond to appropriate questions.
 
  While shareholder ratification is not required for selection of Ernst & Young
LLP since the Board of Directors has the responsibility for selection of the
Company's independent auditors, the selection is being submitted for
ratification at the Meeting with a view towards soliciting the shareholders'
opinion thereon, which opinion will be taken into consideration in future
deliberations.
 
  THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
 
                                       19

<PAGE>
 
                       DEADLINE FOR SHAREHOLDER PROPOSALS
 
  Shareholders intending to submit proposals to be included in the proxy
materials for the 1996 Annual Meeting of Shareholders must submit their
proposals in writing so that they will be received by the Company no later than
November 30, 1995. The proposals should be directed to the Secretary of the
Company, Mr. Ronald A. Woessner, Amtech Corporation, 17304 Preston Road,
Building E-100, Dallas, Texas 75252. Under Rule 14a-8 promulgated under the
Securities and Exchange Act of 1934, as amended, proposals of shareholders must
conform to certain requirements as to form and may be omitted from the proxy
material under certain circumstances. In order to avoid unnecessary
expenditures of time and money by shareholders and the Company, shareholders
are urged to review this Rule and, if questions arise, consult legal counsel
prior to submitting a proposal to the Company.
 
                                 MISCELLANEOUS
 
  The Board of Directors of the Company knows of no matters other than those
described herein that will be presented for consideration at the Meeting. If,
however, other matters come before the Meeting, the Proxy holders intend to
vote the Proxy in accordance with their best judgment in the interest of the
Company.
 
  The cost of solicitation of Proxies, including the cost of reimbursing
brokers for forwarding Proxies and Proxy Statements to their principals, will
be borne by the Company. Proxies may be solicited without extra compensation by
the officers and employees of the Company by telephone, telegraph or
personally. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of shares of Common Stock held of record by
such persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them.
 
  PLEASE DATE, SIGN AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. A
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
 
  A copy of the Company's 1994 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material. Upon written request to
Director--Investor Relations, Amtech Corporation, 17304 Preston Road, Building
E-100, Dallas, Texas 75252, the Company will provide, without charge, copies of
its annual report to the SEC on Form 10-K.
 
                                           By Order of the Board of Directors
 
                                                   RONALD A. WOESSNER
                                                        Secretary
 
Dallas, Texas
March 30, 1995
 
                                       20

<PAGE>
 
                                    ANNEX I
 
                               AMTECH CORPORATION
                         1995 LONG-TERM INCENTIVE PLAN
 
Section 1. Purpose
 
  The purpose of the Amtech Corporation 1995 Long-Term Incentive Plan
(hereinafter called the "Plan") is to advance the interests of Amtech
Corporation (hereinafter called the "Company") by strengthening the ability of
the Company to attract, on its behalf and on behalf of its Subsidiaries (as
hereinafter defined), and retain personnel of high caliber through encouraging
a sense of proprietorship by means of stock ownership.
 
Section 2. Definitions
 
  "Award" shall mean a grant or award under Section 6 through 9, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant as
provided in Section 10(b).
 
  "Board of Directors" shall mean the Board of Directors of the Company.
 
  "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
 
  "Committee" shall mean a committee of the Board of Directors comprised of at
least two directors. Members of the Committee shall be selected by the Board of
Directors. To the extent necessary to comply with the requirements of Rule 16b-
3, the Committee shall consist of two or more Disinterested Directors. Also, if
the requirements of (S)162(m) of the Code are intended to be met, the Committee
shall consist of two or more "outside directors" within the meaning of
(S)162(m) of the Code.
 
  "Common Stock" shall mean the Common Stock of the Company, par value $.01 per
share.
 
  "Date of Grant" shall mean the date on which an Award is made pursuant to
this Plan.
 
  "Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due
the Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.
 
  "Disinterested Director" shall mean a director who is not, during the one
year prior to service as an administrator of the Plan, granted or awarded an
option pursuant to the Plan or any other plan of the Company or any of its
affiliates (except for grants or awards pursuant to Section 6(a) of the Plan or
as may be permitted by Rule 16b-3 promulgated under the Exchange Act).
Disinterested Directors shall fall within one of the following categories: (i)
External Director; (ii) Internal Director/Chief Executive Officer; (iii)
Internal Director/Vice President of Research and Development; and (iv) Internal
Director/Other.
 
  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
  "External Director" shall mean a Director of the Company that is not an
Internal Director.
 
  "Fair Market Value" shall mean the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price reported)
of the Common Stock on the date specified as reported by the Nasdaq National
Market, or by the principal national stock exchange on which the Common Stock
is then listed. If there is no reported price information for such date, the
Fair Market Value will be determined by the reported price information for
Common Stock on the day nearest preceding such date.
 
  "Incentive Stock Option" shall mean a stock option granted under Section 6
that is intended to meet the requirements of Section 422 of the Code (or any
successor provision).
 
                                       1

<PAGE>
 
  "Internal Director" shall mean a Director of the Company who is an employee
of the Company or a Subsidiary.
 
  "Nonqualified Stock Option" shall mean a stock option granted under Section 6
that is not intended to be an Incentive Stock Option.
 
  "Option" shall mean an Incentive Stock Option or a Nonqualified Stock Option.
 
  "Optionee" shall mean the person to whom an option is granted under the Plan
or who has obtained the right to exercise an option in accordance with the
provisions of the Plan.
 
  "Participant" shall mean an individual who is selected by the Committee to
receive an Award under the Plan.
 
  "Payment Value" shall mean the dollar amount assigned to a Performance Share
which shall be equal to the Fair Market Value of the Common Stock on the day of
the Committee's determination under Section 7(c) with respect to the applicable
Performance Cycle.
 
  "Performance Cycle" or "Cycle" shall mean the period of years selected by the
Committee during which the performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been earned.
 
  "Performance Goals" shall mean the objectives established by the Committee
for a Performance Cycle, for the purpose of determining the extent to which
Performance Shares that have been contingently awarded for such Cycle are
earned.
 
  "Performance Share" shall mean an award granted pursuant to Section 7 of the
Plan expressed as a share of Common Stock.
 
  "Plan Adoption Date" means the later of the date on which the Plan is adopted
by the Board of Directors of the Company and by the shareholders of the Company
in accordance with Rule 16b-3.
 
  "Qualifying External Director" shall mean an External Director who is not a
person, an employee or affiliate of a person, or a designee to the Board of
Directors of a person, that is required to file a statement under Section 13(d)
or 13(g) of the Exchange Act or the rules, regulations, and interpretations of
the Securities and Exchange Commission thereunder with respect to ownership of
the Common Stock.
 
  "Restricted Period" shall mean the period of years selected by the Committee
during which a grant of Restricted Stock or Restricted Stock Units may be
forfeited to the Company.
 
  "Restricted Stock" shall mean shares of Common Stock contingently granted to
a Participant under Section 8 of the Plan.
 
  "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations under the
Exchange Act as it may be amended from time-to-time and any successor provision
to Rule 16b-3 under the Exchange Act.
 
  "Stock Unit Award" shall mean an award of Common Stock or units granted under
Section 9.
 
  "Subsidiary" shall mean any now existing or hereafter organized or acquired
corporation or other entity of which more than fifty percent (50%) of the
issued and outstanding voting stock or other economic interest is owned or
controlled directly or indirectly by the Company or through one or more
Subsidiaries of the Company and, in addition, shall include Alcatel Amtech S.A.
for so long as the Company directly or indirectly owns more than forty percent
(40%) of that company's issued and outstanding stock and WaveLink Technologies,
Inc. for so long as the Company directly or indirectly owns or holds then
exercisable rights to acquire more than twenty percent (20%) of that company's
issued and outstanding stock.
 
                                       2

<PAGE>
 
Section 3. Administration
 
  The Plan shall be administered by the Committee. The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time deem advisable, and to construe, interpret, and administer
the terms and provisions of the Plan and the agreements thereunder. The
determinations and interpretations made by the Committee are final and
conclusive.
 
Section 4. Eligibility
 
  All employees of the Company and its Subsidiaries; in each case, who, in the
opinion of the Committee, in each case, have the capacity for contributing in a
substantial measure to the successful performance of the Company are eligible
to receive Awards under the Plan. In addition, External Directors are eligible
to receive Awards of Options pursuant to Section 6(a)(4) only.
 
Section 5. Maximum Amount Available for Awards
 
  (a) The maximum number of shares of Common Stock in respect of which Awards
may be made under the Plan shall be a total of 500,000 shares of Common Stock.
Of that amount, the maximum number of shares of Common Stock in respect of
which Options may be granted under the Plan shall be 500,000 shares. In
addition, no Participant may be granted Options for more than 200,000 shares of
Common Stock in the aggregate during the term of the Plan. Shares of Common
Stock may be made available from the authorized but unissued shares of the
Company or from shares reacquired by the Company, including shares purchased in
the open market. In the event that (i) an Option is terminated unexercised as
to any shares of Common Stock covered thereby, or (ii) any Award in respect of
shares is cancelled or forfeited for any reason under the Plan without the
delivery of shares of Common Stock, such shares shall thereafter be again
available for award pursuant to the Plan.
 
  (b) In the event that the Committee shall determine that any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar
corporate event affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall adjust appropriately any or
all of (1) the number and kind of shares which thereafter may be awarded or
optioned and sold under the Plan, (2) the number and kind of shares subject of
Awards, and (3) the grant, exercise or conversion price with respect to any of
the foregoing and/or, if deemed appropriate, make provision for cash payment to
a Participant or a person who has an outstanding Award; provided, however, that
the number of shares subject to any Option or other Award shall always be a
whole number.
 
Section 6. Stock Options
 
  (a) Grant; Eligibility
 
    (1) Subject to the provisions of the Plan, the Committee shall have sole
  and complete authority to determine the Employees to whom Options shall be
  granted, the number of shares to be covered by each Option, the option
  price therefor and the conditions and limitations applicable to the
  exercise of the Option.
 
    (2) The Committee shall have the authority to grant Incentive Stock
  Options, or to grant Nonqualified Stock Options, or to grant both types of
  options. In the case of Incentive Stock Options, the terms and conditions
  of such grants shall be subject to and comply with the Code and relevant
  regulations. Incentive Stock Options to purchase Common Stock may be
  granted to such employees of the Company or its Subsidiaries (including any
  director who is also an employee of the Company or one of its Subsidiaries)
  as shall be determined by the Committee. Nonqualified Stock Options to
  purchase Common Stock may be granted to such Participants as shall be
  determined by the Committee. Neither
 
                                       3

<PAGE>
 
  the Company nor any of its Subsidiaries or any of their respective
  directors, officers or employees, shall be liable to any Optionee or other
  person if it is determined for any reason by the Internal Revenue Service
  or any court having jurisdiction that any Incentive Stock Option granted
  hereunder does not qualify for tax treatment as an Incentive Stock Option
  under the then applicable provisions of the Code.
 
    (3) On the date an Internal Director is first appointed, or reappointed,
  as a Committee member by the Board of Directors: (1) an Internal
  Director/Chief Executive Officer shall automatically be granted
  nonqualified options to purchase 18,750 shares of Common Stock, an Internal
  Director/Vice President of Research and Development shall automatically be
  granted nonqualified options to purchase 12,500 shares of Common Stock, and
  an Internal Director/Other shall automatically be granted nonqualified
  options to purchase 1,250 shares of Common Stock; provided that, such
  automatic option grants shall only be made if the Company has consolidated
  net income for the calendar year immediately preceding the date of the
  appointment. Subsequently appointed Internal Director Committee Members, if
  any, shall receive option grants based upon the formula applicable to their
  Disinterested Director category if the duties and responsibilities of their
  category of position remain substantially the same as those for that
  position on the date of the adoption of this Plan. All options granted
  pursuant to this Subsection 6(a)(3) shall be fully vested at the date of
  grant. No option grants shall be made to an Internal Director under this
  Subsection in a calendar year when such Internal Director received an
  option grant under Section 4(b) of the Company's 1992 Stock Option Plan.
 
    (4) Subject to the provisions of the last sentence of this Subsection, on
  the first business day following the date of the 1995 annual meeting of the
  shareholders of the Company (the "Effective Date") and each annual meeting
  of the shareholders occurring thereafter during the term of this Plan, each
  Qualifying External Director shall be granted nonqualified options to
  purchase 2,500 shares of Common Stock. In addition, subject to the
  provisions of the last sentence of this Subsection, on the date that any
  Qualifying External Director is first appointed to the Board of Directors
  after the Effective Date, and on each subsequent date that such Qualifying
  External Director is re-elected to the Board of Directors, such director
  shall be granted nonqualified options to purchase 2,500 shares of Common
  Stock; provided that, the date of such director's appointment to the Board
  of Directors is at least 180 days prior to the date of the next annual
  meeting of the shareholders of the Company. All options granted pursuant to
  this Subsection 6(a)(4) shall be fully vested at the date of grant. No
  option grants shall be made to a Qualifying External Director under this
  Subsection in a calendar year when such Qualifying External Director
  received an option grant under Section 4(c) of the Company's 1992 Stock
  Option Plan.
 
    (5) To the extent necessary to comply with Rule 16b-3, Subsections
  6(a)(3) and 6(a)(4) shall not be amended more than once every six months,
  other than to comport with changes in the Code or in the Employee
  Retirement Income Security Act of 1974, as amended, or the rules
  promulgated thereunder.
 
  (b) The Committee shall, in its discretion, establish the exercise price at
the time each Option is granted, which in the case of Nonqualified Stock
Options shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant, or in the case of grants of Incentive Stock
Options, shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant or such greater amount as may be prescribed by the
Code.
 
  (c) Exercise
 
    (1) Each Option shall be exercisable at such times and subject to such
  terms and conditions as the Committee may, in its sole discretion, specify
  in the applicable grant or thereafter; provided, however, that in no event
  may any Option granted hereunder be exercisable after the expiration of ten
  years from the date of grant. The Committee may impose such conditions with
  respect to the exercise of Options, including without limitation, any
  relating to the application of federal or state securities laws, as it may
  deem necessary or advisable.
 
    (2) No shares shall be delivered pursuant to any exercise of an Option
  until payment in full of the option price therefore is received by the
  Company. Such payment may be made in cash, or its equivalent,
 
                                       4

<PAGE>
 
  or, if and to the extent permitted by the Committee, by exchanging shares
  of Common Stock owned by the Optionee (which are not the subject of any
  pledge or other security interest), or by a combination of the foregoing,
  provided that the combined value of all cash and cash equivalents and the
  Fair Market Value of any such Common Stock so tendered to the Company,
  valued as of the date of such tender, is at least equal to such option
  price.
 
    If the shares to be purchased are covered by an effective registration
  statement under the Securities Act of 1933, as amended, any Option may be
  exercised by a broker-dealer acting on behalf of an Optionee if (a) the
  broker-dealer has received from the Optionee instructions signed by the
  Optionee requesting the Company to deliver the shares of Common Stock
  subject to such option to the broker-dealer on behalf of the Optionee and
  specifying the account into which such shares should be deposited, (b)
  adequate provision has been made with respect to the payment of any
  withholding taxes due upon such exercise, and (c) the broker-dealer and the
  Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T,
  12 CFR Part 220, or any successor provision.
 
    (3) The Company, in its sole discretion, may lend money to an Optionee,
  guarantee a loan to an Optionee or otherwise assist an Optionee to obtain
  the cash necessary to exercise all or any portion of an Option granted
  under the Plan.
 
    (4) The Company shall not be required to issue any fractional shares upon
  the exercise of any Options granted under this Plan. No Optionee nor an
  Optionee's legal representatives, legatees or distributees, as the case may
  be, will be, or will be deemed to be, a holder of any shares subject to an
  option unless and until said option has been exercised and the purchase
  price of the shares in respect of which the option has been exercised has
  been paid. Unless otherwise provided in the agreement applicable thereto,
  an Option shall not be exercisable except by the Optionee or by a person
  who has obtained the Optionee's rights under the Option by will or under
  the laws of descent and distribution or pursuant to a "qualified domestic
  relations order" as defined in the Code.
 
    (5) Any Common Stock issued to a person subject to the provisions of
  Section 16(b) of the Exchange Act, as interpreted by the rules,
  regulations, and interpretations of the Securities and Exchange Commission
  thereunder, pursuant to the exercise of an Option granted under this Plan
  and intended to comply with the requirements of Rule 16b-3 shall not be
  transferred until at least 6 months have elapsed from the later of (i) the
  date of grant of such Option or (ii) the Plan Adoption Date to the date of
  disposition of the Common Stock underlying such option.
 
  (d) No Incentive Stock Options granted pursuant to this Section 6 shall be
exercisable (a) more than five years (or such other period of time as from
time-to-time provided in the-then applicable provisions of the Code governing
Incentive Stock Options) after the Date of Grant with respect to an Optionee
who owns 10-Percent or more of the outstanding Common Stock (within the meaning
of the Code), and (b) more than ten years after the Date of Grant with respect
to all other Optionees. No Nonqualified Stock Options shall be exercisable more
than ten years after the Date of Grant.
 
Section 7. Performance Shares
 
  (a) The Committee shall have sole and complete authority to determine the
Employees who shall receive Performance Shares, the number of such shares for
each Performance Cycle, the Performance Goals on which each Award shall be
contingent, the duration of each Performance Cycle, and the value of each
Performance Share. There may be more than one Performance Cycle in existence at
any one time, and the duration of Performance Cycles may differ from each
other.
 
  (b) The Committee shall establish Performance Goals for each Cycle on the
basis of such criteria and to accomplish such objectives as the Committee may
from time-to-time select. During any Cycle, the Committee may adjust the
Performance Goals for such Cycle as it deems equitable in recognition of
unusual or non-recurring events affecting the Company, changes in applicable
tax laws or accounting principles, or such other factors as the Committee may
determine.
 
                                       5

<PAGE>
 
  (c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares that have been
earned on the basis of performance in relation to the established Performance
Goals. Payment Values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable after the expiration of the Performance
Cycle and the Committee's determination above. The Committee shall determine
whether Payment Values are to be distributed in the form of cash or shares of
Common Stock.
 
  (d) In the sole and complete discretion of the Committee, an Award granted
under this Section 7 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 8. Restricted Stock
 
  (a) Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Employees to whom shares of Restricted
Stock shall be granted, the number of shares of Restricted Stock to be granted
to each Participant, the duration of the Restricted Period during which, and
the conditions under which, the Restricted Stock may be forfeited to the
Company, and the other terms and conditions of such awards. The Restricted
Period may be shortened, lengthened or waived by the Committee at any time in
its discretion with respect to one or more Participants or Awards outstanding,
subject to the provisions of any applicable agreement.
 
  (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as herein provided, during the
Restricted Period. Certificates issued in respect of shares of Restricted Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company.
At the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or the Participant's legal representative,
except to the extent such Restricted Stock have been forfeited to the Company
under the terms and conditions of the Award. Payment, if any, for Restricted
Stock Units shall be made to the Company in cash or shares of Common Stock, as
determined at the sole discretion of the Committee.
 
  (c) In the sole and complete discretion of the Committee, an Award granted
under this Section 8 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 9. Other Stock Based Awards
 
  (a) In addition to granting Options, Performance Shares, and Restricted
Stock, the Committee shall have sole and complete authority to grant to
Participants Stock Unit Awards that can be in the form of Common Stock or units
(including restricted stock units), the value of which is based, in whole or in
part, on the value of Common Stock. Subject to the provisions of the Plan,
including Section 10(b) below, Stock Unit Awards shall be subject to such
terms, restrictions, conditions, vesting requirements and payment rules (all of
which are sometimes hereinafter collectively referred to as "rules") as the
Committee may determine in its sole and complete discretion at the time of
grant. The rules need not be identical for each Stock Unit Award.
 
  (b) A Stock Unit Award may be granted subject to the following rules:
 
    (1) Any shares of Common Stock that are part of a Stock Unit Award may
  not be assigned, sold, transferred, pledged or otherwise encumbered prior
  to the date on which the shares are issued or, if later, the date provided
  by the Committee at the time of grant of the Stock Unit Award.
 
    (2) Stock Unit Awards may provide for the payment of cash consideration
  by the person to whom such Award is granted or provide that the Award, and
  any Common Stock to be issued in connection therewith, if applicable, shall
  be delivered without the payment of cash consideration, provided that for
  any Common Stock to be purchased in connection with a Stock Unit Award the
  purchase price shall be at least 50% of the Fair Market Value of such
  Common Stock on the date such Award is granted.
 
                                       6

<PAGE>
 
    (3) Stock Unit Awards may relate in whole or in part to certain
  performance criteria established by the Committee at the time of grant.
 
    (4) Stock Unit Awards may provide for deferred payment schedules and/or
  vesting over a specified period of employment.
 
    (5) In such circumstances as the Committee may deem advisable, the
  Committee may waive or otherwise remove, in whole or in part, any
  restriction or limitation to which a Stock Unit Award was made subject at
  the time of grant.
 
  (c) In the sole and complete discretion of the Committee, an Award pursuant
to this Section 9 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 10. General Provisions
 
  (a) The Company and its Subsidiaries shall have the right to deduct from all
amounts paid to a Participant in cash (whether under the Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under the Plan. In
the case of payments of Awards in the form of Common Stock, the Employer may
require the Participant to pay to the Employer the amount of any taxes required
to be withheld with respect to such Common Stock. However, if permitted by the
Committee or under the terms of the applicable agreement, the Participant may
pay all or any portion of the taxes required to be withheld by the Employer or
paid by the Participant with respect to such Common Stock by electing to have
the Employer withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a Fair Market Value equal to the amount required
to be withheld or paid. The Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined ("Tax
Date"). Any such election is irrevocable and subject to disapproval by the
Committee. If the Participant is subject to the short-swing profits recapture
provisions of Section 16(b) of the Exchange Act, then the applicable agreement
shall not provide the Participant an election, or, if it does, any such
election shall be subject to the restrictions imposed by Rule 16b-3.
 
  (b) Each Award hereunder shall be evidenced in writing, delivered to the
Participant, and shall specify the terms and conditions thereof and any rules
applicable thereto, including but not limited to the effect on such Award of
the death, retirement, disability or other termination of employment of the
Participant and the effect thereon, if any, of a change in control of the
Company.
 
  (c) Unless otherwise provided in the agreement applicable thereto, no Award
shall be assignable or transferable except by will or under the laws of descent
and distribution or pursuant to a "qualified domestic relations order" as
defined in the Code, and no right or interest of any Participant shall be
subject to any lien, obligation or liability of the Participant.
 
  (d) No person shall have any claim or right to be granted an Award. Further,
the Company and its Subsidiaries expressly reserve the right at any time to
dismiss a Participant free from any liability, or any claim under the Plan,
except as provided herein or in any agreement entered into with respect to an
Award. Neither the Plan nor any Award granted hereunder is intended to confer
upon any Participant any rights with respect to continuance of employment or
other utilization of his or her services by the Company or by a Subsidiary, nor
to interfere in any way with his or her right or that of his or her employer to
terminate his or her employment or other services at any time (subject to the
terms of any applicable contract). The conditions to apply to the exercise of
an Award in the event an Participant ceases to be employed by the Company or a
Subsidiary for any reason shall be determined by the Committee, and such
conditions shall be specified in the written agreement evidencing the award.
 
  (e) Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed under the
 
                                       7

<PAGE>
 
Plan until he or she has become the holder thereof. Notwithstanding the
foregoing, in connection with each grant of Restricted Stock or Stock Unit
Award hereunder, the applicable Award shall specify if and to what extent the
Participant shall not be entitled to the rights of a stockholder in respect of
such Restricted Stock or Stock Unit Award.
 
  (f) 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 solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.
 
  (g) Subject to the approval of the stockholders of the Company, the Plan
shall be effective on April 21, 1995. No options or Awards may be granted under
the Plan after April 20, 2005; however, all previous Awards made that have not
expired under their original terms or will not then expire at the time the Plan
expires will remain outstanding.
 
  (h) Restrictions on Issuance of Shares
 
    (1) The Company shall not be obligated to sell or issue any Shares upon
  the exercise or maturation of any Award granted under the Plan unless: (i)
  the shares pertaining to such Award have been registered under applicable
  federal and state securities laws or are exempt from such registration;
  (ii) the prior approval of such sale or issuance has been obtained from any
  state regulatory body having jurisdiction; and (iii) in the event the
  Common Stock has been listed on any exchange, the shares pertaining to such
  Award have been duly listed on such exchange in accordance with the
  procedure specified therefor. The Company shall be under no obligation to
  effect or obtain any listing, registration, qualification, consent or
  approval with respect to shares pertaining to any Award granted under the
  Plan. If the shares to be issued upon the exercise or maturation of any
  Award granted under the Plan are intended to be issued by the Company in
  reliance upon the exemptions from the registration requirements of
  applicable federal and state securities laws, the recipient of the Award,
  if so requested by the Company, shall furnish to the Company such evidence
  and representations, including an opinion of counsel, satisfactory to it,
  as the Company may reasonably request.
 
    (2) The Company shall not be liable for damages due to a delay in the
  delivery or issuance of any stock certificates for any reason whatsoever,
  including, but not limited to, a delay caused by listing, registration or
  qualification of the shares of Common Stock pertaining to any Award granted
  under the Plan upon any securities exchange or under any federal or state
  law or the effecting or obtaining of any consent or approval of any
  governmental body.
 
  (i) The Board of Directors or Committee may impose such other restrictions on
the ownership and transfer of shares issued pursuant to this Plan as it deems
desirable; any such restrictions shall be set forth in any agreement referenced
in Section 10(b).
 
  (j) Except as provided in Section 6(a)(5) of the Plan, the Board of Directors
may amend, abandon, suspend or terminate the Plan or any portion thereof at any
time in such respects as it may deem advisable in its sole discretion, provided
that no amendment shall be made without stockholder approval (including an
increase in the maximum number of shares of Common Stock in respect of which
Awards may be made under the Plan) if such stockholder approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement that is a prerequisite for exemptive relief under Section
16(b) of the Act.
 
  (k) In order to preserve a Participant's rights under an Award in the event
of a change in control of the Company, the Committee in its discretion may, at
the time an Award is made or any time thereafter, take one or more of the
following actions: (i) provide for the acceleration of any time period relating
to the exercise of the Award, (ii) provide for the purchase of the Award upon
the Participant's request for an amount of cash or other property that could
have been received upon the exercise or realization of the Award had the Award
been currently exercisable or payable, (iii) adjust the terms of the Award in a
manner determined by the Committee to reflect the change in control, (iv) cause
the Award to be assumed, or new rights substituted therefor, by another entity,
or (v) make such other provision as the Committee may consider equitable and in
the best interests of the Company.
 
                                       8

<PAGE>
 
                                   P R O X Y
                              AMTECH CORPORATION

                BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING
             OF SHAREHOLDERS AT 10:00 A.M., FRIDAY, APRIL 21, 1995
 
The undersigned shareholder of Amtech Corporation hereby appoints G. Russell
Mortenson and Steve M. York, or either of them, as proxies, each with full
powers of substitution, to vote the shares of the undersigned at the above-
stated Annual Meeting and at any adjournment(s) thereof:
 
Election of Directors, Nominees:                   (change of address)
                                
     Gary J. Fernandes
     Robert M. Gintel                          ---------------------------
     Elmer W. Johnson
     Dr. Jeremy A. Landt                       ---------------------------
     James S. Marston
     G. Russell Mortenson                      ---------------------------
     Antonio R. Sanchez, Jr.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE. IF A CHOICE IS
NOT INDICATED WITH RESPECT TO ITEMS (1), (2), AND (3), THIS PROXY WILL BE VOTED
"FOR" SUCH ITEMS. THE PROXY HOLDERS WILL USE THEIR DISCRETION WITH RESPECT TO
ANY MATTER REFERRED TO IN ITEM (4). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE
IT IS EXERCISED.
 
NO.                                                             SEE
                                                              REVERSE
                                                               SIDE

<PAGE>
 
 
X     Please mark your votes as in this example.
 

1 Election of Directors (see reverse)

FOR          WITHHELD
[_]            [_]

INSTRUCTION: To withhold authority to vote for any individual
nominee(s) write that nominee's name on the space
provided below.


----------------------------------------------

2 Adoption of the Amtech Corporation 1995 Long-Term Incentive Plan

FOR          AGAINST          ABSTAIN
[_]            [_]              [_]

3 Ratify the selection of Ernst & Young LLP as independent auditors for the
  year ending December 31, 1995

FOR          AGAINST          ABSTAIN
[_]            [_]              [_]

4 On any other business that may properly come before the meeting or any
  adjournment thereof

 
  The undersigned revokes any proxy or proxies given prior to the date hereof.
 
    SIGNATURE(S)                             DATE
                ----------------------------     ------
 
    SIGNATURE(S)                             DATE
                ----------------------------     ------

    NOTE: Receipt hereof of the Company's 1994 Annual Report and Notice of
          Meeting and Proxy Statement, dated March 30, 1995, is hereby
          acknowledged. (Joint owners must EACH sign. Please sign EXACTLY as
          your name(s) appear(s) on this card. When signing as attorney,
          trustee, executor, administrator, guardian or corporate officer,
          please give your FULL title.) PLEASE SIGN, DATE AND MAIL TODAY