<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark one)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

                                       OR

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number: 1-10938

                                SEMX CORPORATION
             (Exact Name of Registrant as specified in its charter)


              DELAWARE                                13-3584740
   (State or other jurisdiction of                  (IRS Employer
    incorporation or organization)              Identification Number)

                    1 LABRIOLA COURT, ARMONK, NEW YORK 10504
          (Address of principal executive offices, including zip code)


                                 (914) 273-5500
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               (1) Yes [X] No [ ]

                               (2) Yes [X] No [ ]

The number of shares outstanding of the Registrant's sole class of common stock,
as of November 4, 2001 was 6,325,705 shares.

                                      -1-
<PAGE>


                                TABLE OF CONTENTS

                                                                         Page No
                                                                         -------
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Independent Accountant's Report                                      3

         Consolidated Balance Sheets at
         September 30, 2001 and December 31, 2000                             4

         Consolidated Statements of Operations for the three and nine
         months ended September 30, 2001 and 2000                             5

         Consolidated Statements of Cash Flows for the nine
         months ended September 30, 2001 and 2000                             6

         Notes to Consolidated Financial Statements                        7-10

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              11-16

PART II  OTHER INFORMATION

Item 6.  Not Applicable                                                      17

         Signatures                                                          17

FORWARD-LOOKING INFORMATION

Portions of the narrative set forth in this document that are not historical in
nature are forward looking statements. These forward-looking statements speak
only as of the date of this document, and the Company expressly disclaims any
obligation or undertaking to publicly release any updates or revisions to any
forward-looking statements contained herein. The Company's actual performance
may differ materially from that contemplated by the forward-looking statements
as a result of a variety of factors that include, but are not limited to, the
general economic or business climate, business conditions of the microelectronic
and semiconductor markets and the communications, internet and automotive
industries which the Company serves and the economic volatility in geographic
markets, such as Asia.

                                      -2-
<PAGE>


INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors
SEMX Corporation

We have reviewed the accompanying consolidated balance sheet of SEMX Corporation
and Subsidiaries as of September 30, 2001, and the related consolidated
statements of operations for the three-month and nine-month periods ended
September 30, 2001 and 2000 and cash flows for the nine-month periods ended
September 30, 2001 and 2000. These financial statements are the responsibility
of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the consolidated financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 19, 2001

                                      -3-

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                        SEMX CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                          September 30, 2001          December 31,
                                                                                               Unaudited                  2000
                                                                                          --------------------     -----------------
<S>                                                                                           <C>                      <C>
ASSETS
Current Assets:
   Cash and cash equivalents                                                                 $    968                 $  1,300
   Accounts receivable, less allowance for doubtful accounts of $407 and $354,                  6,951                   11,524
   Inventories                                                                                  8,765                    8,074
   Prepaid expenses and other current assets                                                    2,854                    1,802
   Deferred income tax assets                                                                     165                      165
                                                                                             --------                 --------
TOTAL CURRENT ASSETS                                                                           19,703                   22,865
                                                                                             --------                 --------
   Property, Plant and Equipment-at cost, net of accumulated depreciation and
   amortization of $28,208, and $23,263 respectively                                           45,173                   44,009
                                                                                             --------                 --------
   Other Assets-net of accumulated amortization
     Goodwill                                                                                   8,956                    9,350
     Technology rights and intellectual property                                                1,619                    1,754
     Other                                                                                        628                    2,111
                                                                                             --------                 --------
TOTAL OTHER ASSETS                                                                             11,203                   13,215
                                                                                             --------                 --------
TOTAL ASSETS                                                                                 $ 76,079                 $ 80,089
                                                                                             ========                 ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                                          $  5,035                 $  6,368
   Accrued expenses                                                                             1,843                    2,955
   Income taxes payable                                                                             -                      131
   Current portion of long-term debt and short term obligations                                 1,846                    2,556
   Current portion of obligations under capital leases                                          2,446                    2,443
                                                                                             --------                 --------
TOTAL CURRENT LIABILITIES                                                                      11,170                   14,453
                                                                                             --------                 --------
Deferred income tax liabilities                                                                 2,424                    2,610
Long-term debt                                                                                 14,406                   12,862
Obligations under capital leases                                                                4,001                    2,983
                                                                                             --------                 --------
TOTAL LIABILITIES                                                                              32,001                   32,908
                                                                                             --------                 --------
Commitments and Contingencies

Minority Interest in Subsidiary                                                                 1,590                    1,564
Redeemable Preferred Stock:
   Preferred stock - $.10 par value; authorized 1,000,000 shares; designated as Series B
   Preferred Stock: $100 stated value, 100,000 shares issued and outstanding                    9,231                    9,073

COMMON SHAREHOLDERS' EQUITY:
   Common stock-$.10 par value; authorized 20,000,000 shares, issued 6,663,503 and
   6,645,128 shares, respectively                                                                 666                      665
   Additional paid-in-capital                                                                  29,939                   30,098
   Accumulated other comprehensive loss                                                          (916)                    (722)
   Retained earnings                                                                            3,787                    6,715
                                                                                             --------                 --------
   TOTAL                                                                                       33,476                   36,756
   Less: Treasury stock: 337,800 and 334,600 shares at cost, respectively                        (219)                    (212)
                                                                                             --------                 --------
   TOTAL COMMON SHAREHOLDERS' EQUITY                                                           33,257                   36,544
                                                                                             --------                 --------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                $ 76,079                 $ 80,089
                                                                                             ========                 ========
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>


                        SEMX CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                       For The Three Months Ended       For The Nine Months Ended
                                                                               September 30,                  September 30,
                                                                          2001           2000             2001            2000
                                                                          ----           ----             ----            ----
<S>                                                                    <C>             <C>              <C>             <C>
REVENUE:

   Net Sales                                                           $  8,645        $ 13,916         $ 34,019        $ 38,589
   Service Revenue                                                        3,423           5,186           12,735          14,587
                                                                       --------        --------         --------        --------
     TOTAL REVENUE                                                       12,068          19,102           46,754          53,176
                                                                       --------        --------         --------        --------

Cost of Goods Sold                                                        7,316          10,299           26,263          26,605
Cost of Services Performed                                                3,539           3,893           11,697          11,023
                                                                       --------        --------         --------        --------
     TOTAL                                                               10,855          14,192           37,960          37,628
                                                                       --------        --------         --------        --------

Gross Profit                                                              1,213           4,910            8,794          15,548

Selling, General and Administrative Expenses                             (3,776)         (3,963)         (12,084)        (11,282)

Other Operating Income                                                      500               -              835               -
                                                                       --------        --------         --------        --------

OPERATING INCOME (LOSS)                                                  (2,063)            947           (2,455)          4,266

Interest Expense                                                            448             372            1,425           1,248
                                                                       --------        --------         --------        --------

INCOME  (LOSS)  BEFORE  PROVISION  (CREDIT) FOR INCOME TAXES AND
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                             (2,511)            575           (3,880)          3,018

Provision (Credit) for Income Taxes                                        (900)            186           (1,393)          1,057
                                                                        -------        --------         --------        --------

Income (Loss) Before Minority Interest in Consolidated Subsidiary        (1,611)            389           (2,487)          1,961

Minority Interest in Income (Loss) of Consolidated Subsidiary              (113)             75             (162)            195
                                                                        -------        --------         --------       ---------


NET INCOME (LOSS)                                                        (1,498)            314           (2,325)          1,766

Preferred Stock Dividends and Accretion                                    (201)           (202)            (603)           (256)
                                                                        -------        --------         --------       ---------

Net Income (Loss) Available to Common Shareholders                     $ (1,699)       $    112         $ (2,928)        $  1,510
                                                                       ========        ========         ========         ========

Basic Income (Loss) per Common Share                                   $  (0.27)       $   0.02         $  (0.46)        $   0.24
Diluted Income (Loss) per Common Share                                 $  (0.27)       $   0.02         $  (0.46)        $   0.23

Weighted Average Number of Common
Shares Outstanding

   Basic                                                                  6,331           6,256           6,324            6,185
   Diluted                                                                6,331           6,580           6,324            6,607

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -5-
<PAGE>


                        SEMX CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                     For The Nine Months Ended
                                                                                                            September 30,
                                                                                                     2001                  2000
                                                                                                     ----                  ----
<S>                                                                                                <C>                  <C>
Cash flows from operating activities:
   Net income (Loss)                                                                               $(2,325)             $  1,766
     Adjustments to reconcile net income (loss) to net cash provided by operating activities:
       Depreciation and amortization of property and equipment                                       5,146                 4,155
       Other amortization                                                                              745                   474
       Deferred income taxes                                                                          (167)                   (7)
       Minority interest                                                                              (162)                  195
     Changes in operating assets and liabilities:
       Decrease (increase) in accounts receivable                                                    4,573                (4,527)
       Increase in inventories                                                                        (691)               (1,663)
       Increase in prepaid expenses and other current assets                                         (1052)                 (541)
       Increase (decrease)  in accounts payable                                                     (1,333)                1,937
       Increase (decrease) in accrued expenses                                                        (813)                   19
       Decrease in income taxes payable                                                               (131)                 (262)
                                                                                                  --------              --------
     NET CASH PROVIDED BY OPERATING ACTIVITIES                                                       3,790                 1,546

Cash flows from investing activities:
   Purchase of property and equipment                                                               (3,856)               (7,009)
   (Increase) decrease in other assets                                                               1,506                  (581)
   Acquisitions, cash portion                                                                            -                (1,737)
                                                                                                  --------              --------
     NET CASH USED IN INVESTING ACTIVITIES                                                          (2,350)               (9,327)

Cash flows from financing activities:
   Proceeds from exercise of stock options                                                              39                   373
   Purchase of treasury stock                                                                           (7)                    -
   Net proceeds under revolving credit facility                                                      1,323                   967
   Proceeds from long-term debt                                                                      1,771                 1,523
   Net proceeds from issuance of Preferred Stock                                                         -                 9,100
   Payments under capital leases                                                                    (1,883)               (1,907)
   Payments of long-term debt                                                                       (2,260)               (2,003)
   Payments of Series B Preferred Stock Dividends                                                     (600)                 (201)
                                                                                                  --------              --------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                            (1,617)                7,852

Effect of exchange rate change on cash                                                                (155)                  (32)
                                                                                                  --------              --------
Net (decrease) increase in cash                                                                       (332)                   39
Cash at beginning of period                                                                          1,300                   416
                                                                                                  --------              --------
Cash at end of period                                                                             $    968              $    455
                                                                                                  ========              ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITY:

     Machinery and equipment, net of trade-in, acquired under capital leases                      $  2,972               $ 1,151
     Intellectual property rights acquired with restricted common stock                           $      -               $ 1,000
     Acquisition finders fee paid with non qualified stock options                                $      -               $   426

</TABLE>
                                      -6-
<PAGE>

                 See Notes to Consolidated Financial Statements

                                      -7-
<PAGE>


                        SEMX CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of SEMX Corporation
("SEMX") and its wholly and majority owned subsidiaries. As used herein, the
term "Company" refers to SEMX, its predecessors and its subsidiaries unless the
context indicates otherwise. The Consolidated Balance Sheet at September 30,
2001 and the Consolidated Statements of Operations for the three and nine months
ended September 30, 2001 and 2000 and Cash Flows for the nine months ended
September 30, 2001 and 2000, have been prepared by the Company and are
unaudited. In the opinion of management, the financial statements reflect all
adjustments necessary to present fairly the results for the interim periods.
Such results are not necessarily indicative of results to be expected for the
year. The Consolidated Balance Sheet at December 31, 2000 has been derived from
the audited financial statements at that date. These financial statements should
be read in conjunction with the Company's Annual Report on Form 10-K for the
year ended December 31, 2000. The financial statements included herein for the
three and nine-month periods ended September 30, 2001 and 2000 have been
reviewed in accordance with Statement on Auditing Standards No. 71 "Interim
Financial Information" by the Company's independent accountants.

NOTE 2.  EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share are computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings per
share gives effect to all dilutive potential common shares outstanding during
the period. Potential dilutive common shares include shares issuable upon
exercise of the Company's stock options and warrants. In loss periods all
potential common shares are excluded because their inclusion would be
antidilutive. Net income (loss) available to common shareholders reflects
preferred stock dividends and the accretion of related costs on the Company's
Redeemable Preferred Stock issued on June 1, 2000.

NOTE 3.  ACQUISITIONS

On May 1, 2000, SEMX's Polese Company subsidiary purchased the technology and
assets of Engelhard Corporation's ("Engelhard") electroless gold plating
business in Anaheim, CA for total cash consideration of $317. In addition, a
finders' fee consisting of Non Qualified Stock options to purchase 40,000 shares
of SEMX Common stock, valued at $426 was recorded. The fair value of assets
acquired, including $426 allocated to Goodwill, amounted to $743. Polese Company
vacated the Anaheim premises and completed the integration of the electroless
gold plating operations into Polese Company's existing facilities during 2000.

On April 10, 2000, SEMX's Polese Company subsidiary acquired the assets of
Advanced Packaging Concepts ("APC"), a Vista, CA based manufacturer of ceramic
packages for the wireless markets, in a business combination accounted for as a
purchase. Polese Company acquired the assets of APC for $300 in cash and assumed
selected liabilities amounting to approximately $1,000. In addition, Polese
Company paid approximately $241 in costs associated with the acquisition of APC.
The fair value of assets acquired, including approximately $817 allocated to
Goodwill, amounted to approximately $1,541. In a companion transaction,
associated intellectual property rights were acquired for approximately 95,000
shares of restricted SEMX common stock, valued at $1,000. The Company vacated
the Vista premises and completed the integration of APC's operations into Polese
Company's existing facilities during 2000. The results of operations of APC are
included in the Company's consolidated financial statements from the date of
acquisition. The proforma effect of the operations of APC from January 1, 1999
to the date of the acquisition on the Company's results of operations was
immaterial.

                                      -8-
<PAGE>

NOTE 4.  INVENTORY

Inventories, owned by the Company, consisted of the following:

                                September 30, 2001            December 31,
                                    (Unaudited)                  2000
                                ------------------          ---------------
Precious metals                    $   1,277                  $   1,498
Nonprecious metals                     7,488                      6,576
                                   ---------                  ---------
                                   $   8,765                  $   8,074
                                   =========                  =========

Inventories, which consist principally of work-in-process inventory, include raw
materials, labor and manufacturing expenses and are stated at the lower of cost,
determined by the first-in, first-out method, or market. These amounts do not
include any gold consigned to the Company by Fleet Precious Metals as described
more fully in Management's Discussion and Analysis, herein.

NOTE 5.  COMPREHENSIVE INCOME (LOSS)

The components of the Company's total comprehensive income (loss) were:

<TABLE>
<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                                    September 30,                          September 30,
                                                              2001                2000                2001              2000
                                                              ----                ----                ----              ----
<S>                                                          <C>               <C>                   <C>               <C>
Net Income (Loss):                                           $ (1,498)         $     314             $  (2,325)        $   1,766
Foreign currency translation adjustment, net of taxes             194               (365)                 (194)             (334)
                                                             --------          ---------             ---------         ---------
Total Comprehensive Income (loss)                            $ (1,304)         $     (51)            $  (2,519)        $   1,432
                                                             ========          =========             =========         =========
</TABLE>


NOTE 6.  SEGMENT INFORMATION

The Company operates primarily in two industry segments, the Microelectronic
Packaging Group and the Wafer Reclaim Services Group. The tables below present
information about reported segments:
<TABLE>
<CAPTION>
                                                   Microelectronic                             Corporate and
             Nine Months Ended                        Packaging           Wafer Reclaim         Reconciling         Consolidated
             September 30, 2001                         Group            Services Group            Items               Totals
---------------------------------------------     ------------------     ----------------     ----------------     ----------------
<S>                                                  <C>                    <C>                  <C>                     <C>
Revenue                                              $  34,019              $  12,735                                 $  46,754
Cost of goods sold and services performed               26,263                 11,697                                    37,960
                                                     ---------              ---------                                 ---------
Gross profit                                             7,756                  1,038                                     8,794
Operating expenses and other income                      8,075                  2,955            $     219               11,249
                                                     ---------              ---------            ---------            ---------
Operating Income (loss)                              $    (319)             $  (1,917)           $    (219)           $  (2,455)
                                                     ---------              ---------            ---------            ---------
Segment assets                                       $  44,657              $  37,486            $  (6,064)           $  76,079
                                                     ---------              ---------            ---------            ---------
Capital expenditures                                 $   2,059              $   1,797                                 $   3,856
                                                     ---------              ---------                                 ---------
Depreciation expense                                 $   2,764              $   2,382                                 $   5,146
                                                     ---------              ---------                                 ---------
</TABLE>
                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                                                   Microelectronic                             Corporate and
             Nine Months Ended                        Packaging           Wafer Reclaim         Reconciling         Consolidated
             September 30, 2000                         Group            Services Group            Items               Totals
---------------------------------------------     ------------------     ----------------     ----------------     ----------------
<S>                                                  <C>                    <C>                  <C>                     <C>
Revenue                                              $  38,589              $  14,587                                 $  53,176
Cost of goods sold and services performed               26,605                 11,023                                    37,628
                                                     ---------              ---------                                 ---------
Gross profit                                            11,984                  3,564                                    15,548
Operating expenses and other income                      8,374                  2,908                                    11,282
                                                     ---------              ---------                                 ---------
Operating Income                                     $   3,610              $     656                                 $   4,266
                                                     ---------              ---------                                 ---------
Segment assets                                       $  85,375              $  38,958            $ (49,380)           $  74,953
                                                     ---------              ---------            ---------            ---------
Capital expenditures                                 $   4,074              $   2,938                                 $   7,009
                                                     ---------              ---------                                 ---------
Depreciation expense                                 $   2,191              $   1,964                                 $   4,155
                                                     ---------              ---------                                 ---------
</TABLE>

<TABLE>
<CAPTION>
                                                   Microelectronic                             Corporate and
             Three Months Ended                       Packaging           Wafer Reclaim         Reconciling         Consolidated
             September 30, 2001                         Group            Services Group            Items               Totals
---------------------------------------------     ------------------     ----------------     ----------------     ----------------
<S>                                                  <C>                    <C>                                       <C>
Revenue                                              $   8,645              $   3,423                                 $  12,068
Cost of goods sold and services performed                7,316                  3,539                                    10,855
                                                     ---------              ---------                                 ---------
Gross profit                                             1,329                   (116)                                    1,213
Operating expenses and other income                      2,312                    914                   50                3,276
                                                     ---------              ---------            ---------            ---------
Operating Income (loss)                              $    (983)             $  (1,030)                 (50)           $  (2,063)
                                                     ---------              ---------            ---------            ---------
Segment assets                                       $  44,657              $  37,486            $  (6,064)           $  76,079
                                                     ---------              ---------            ---------            ---------
Capital expenditures                                 $     299              $     284                                 $     583
                                                     ---------              ---------                                 ---------
Depreciation expense                                 $     934              $     793                                 $   1,727
                                                     ---------              ---------                                 ---------
</TABLE>

<TABLE>
<CAPTION>
                                                   Microelectronic                             Corporate and
             Three Months Ended                       Packaging           Wafer Reclaim         Reconciling         Consolidated
             September 30, 2000                         Group            Services Group            Items               Totals
---------------------------------------------     ------------------     ----------------     ----------------     ----------------
<S>                                                  <C>                    <C>                                       <C>
Revenue                                              $  13,916              $   5,186                                 $  19,102
Cost of goods sold and services performed               10,299                  3,893                                    14,192
                                                     ---------              ---------                                 ---------
Gross profit                                             3,617                  1,293                                     4,910
Operating expenses                                       2,973                    990                                     3,963
                                                     ---------              ---------                                 ---------
Operating Income                                     $     644              $     303                                 $     947
                                                     ---------              ---------                                 ---------
Segment assets                                       $  85,375              $  38,958            $ (49,380)           $  74,953
                                                     ---------              ---------            ---------            ---------
Capital expenditures                                 $   1,519              $   1,602                                 $   3,121
                                                     ---------              ---------                                 ---------
Depreciation expense                                 $     774              $     695                                 $   1,469
                                                     ---------              ---------                                 ---------
</TABLE>

NOTE 7.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS No. 141
is effective for business combinations initiated after June 30, 2001 and
purchase business combinations for which the date of acquisition is July 1, 2001
or later. The Company is in the process of analyzing SFAS No. 141 but at this
time does not believe that it will have a material effect on its financial
position or results of operations.

                                      -10-
<PAGE>

Also in June 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS No. 142 is required to be applied for fiscal years beginning after
December 15, 2001. The Company will adopt SFAS No. 142 on January 1, 2002. SFAS
No. 142 eliminates the amortization of Goodwill and certain other intangible
assets. It also requires a test for impairment of these assets at least
annually. The Company is in the process of analyzing SFAS No. 142 but is unable
to report the effect the adoption will have on its financial position or results
of operations.

NOTE 8.  SUBSEQUENT EVENT - SETTLEMENT OF BUSINESS INTERRUPTION INSURANCE CLAIM

On March 21, 2001, SEMX's Polese Company subsidiary experienced an ammonia gas
discharge at its principal manufacturing facility. As a result during March and
extending through the third quarter, production and scheduled shipments were
disrupted, furnaces and inventory were damaged and additional operating expenses
were incurred as a result of the discharge. In May 2001, the Company received a
property insurance settlement of $300 for repair and replacement of damaged
equipment. In addition the Company carries business interruption insurance which
covers damaged inventory, increased operating expenses and lost profits stemming
from the ammonia release. Although a $500 advance was received in August 2001
for business interruption, the final cash settlement of the insurance claim
relating to the ammonia discharge was not received by September 30, 2001 and not
included in the accompanying financial statements. However, the extra business
costs, damaged inventory and decrease in revenues as a result of the disruption
are reflected in the results presented herein. In November 2001, the Company
agreed to payment of $1,000 cash from the insurance carrier in final settlement
of the business interruption insurance claim related to the ammonia release.
Management has presented the proforma effect of this settlement as if it
occurred during the period below:

Proforma - assuming final settlement recorded in September, 2001:
<TABLE>
<CAPTION>
                                                                        For The Three Months Ended        For The Nine Months Ended
                                                                             September 30, 2001              September 30, 2001
                                                                         Actual          Proforma         Actual        Proforma
                                                                         ------          --------         ------        --------
<S>                                                                     <C>              <C>              <C>            <C>
Total Revenue                                                           12,068           12,068           46,754         46,754

Total Cost of Goods Sold and Services Performed                         10,855           10,855           37,960         37,960
                                                                     ---------        ---------        ---------      ---------
Gross Profit                                                             1,213            1,213            8,794          8,794

Selling, General and Administrative Expenses                            (3,776)          (3,776)         (12,084)       (12,084)

Other Operating Income                                                     500            1,500              835          1,835
                                                                     ---------        ---------        ---------      ---------

OPERATING INCOME (LOSS)                                                 (2,063)          (1,063)          (2,455)        (1,455)

Interest Expense                                                           448              448            1,425          1,425
                                                                     ----------       ---------        ---------      ---------

INCOME  (LOSS)  BEFORE  PROVISION  (CREDIT) FOR INCOME TAXES AND
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                            (2,511)          (1,511)          (3,880)        (2,880)

Provision (Credit) for Income Taxes                                       (900)            (541)          (1,393)        (1,034)
                                                                     ----------       ---------        ---------      ---------

Income (Loss) Before Minority Interest in Consolidated Subsidiary       (1,611)            (970)          (2,487)        (1,846)

Minority Interest in Income (Loss) of Consolidated Subsidiary             (113)            (113)            (162)          (162)
                                                                     ----------       ---------        ---------      ---------

NET INCOME (LOSS)                                                       (1,498)            (857)          (2,325)        (1,684)

Preferred Stock Dividends and Accretion                                   (201)            (201)            (603)          (603)
                                                                     ---------        -------------    ---------      ---------

Net Income (Loss) Available to Common Shareholders                   $  (1,699)       $  (1,058)       $  (2,928)     $  (2,287)
                                                                     =========        =========        =========      =========

Basic Income (Loss) per Common Share                                 $   (0.27)       $   (0.17)       $   (0.46)     $   (0.36)
Diluted Income (Loss) per Common Share                               $   (0.27)       $   (0.17)       $   (0.46)     $   (0.36)
</TABLE>

                                      -11-

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS - Third quarter and first nine months 2001 compared to
third quarter and first nine months 2000.

DISRUPTION OF BUSINESS AT POLESE COMPANY - On March 21, 2001, SEMX's Polese
Company subsidiary experienced an ammonia gas discharge at its principal
manufacturing facility. As a result during March and extending through the third
quarter, production and scheduled shipments were disrupted, furnaces and
inventory were damaged and additional operating expenses were incurred as a
result of the discharge. In May, 2001, the Company received a property insurance
settlement of $300,000 for repair and replacement of damaged equipment. In
addition, the Company has business interruption insurance which covers damaged
inventory, increased operating expenses and lost profits stemming from the
ammonia release. Although a $500,000 business interruption advance was received
in August 2001, the final cash settlement of the insurance claim relating to the
ammonia discharge was not received by September 30, 2001 and in accordance with
generally accepted accounting principles, was not included in the financial
results for the first nine months of 2001. However, the extra business costs,
damaged inventory and decrease in revenues as a result of the disruption are
reflected in the results presented herein. In November 2001, the Company agreed
to payment of $1,000,000 cash from the insurance carrier in final settlement of
the business interruption insurance claim related to the ammonia release.
Management has presented the proforma effect of this settlement in Note 8
Subsequent Events to the financial statements included herein.

REVENUE:

Total revenue for the third quarter 2001 of $12,068,000 decreased by $7,034,000
or 36.8% as compared to the third quarter 2000. Total revenue for the first nine
months of 2001 of $46,754,000, decreased by $6,422,000 or 12.1% as compared to
the similar 2000 period.

The Company's Microelectronic Packaging Group's third quarter 2001 sales of
$8,645,000 decreased by $5,271,000, or 37.9%, from the third quarter 2000,
reflecting difficult market conditions in the technology sectors that the group
serves. SPM's third quarter 2001 sales decreased by $1,143,000 or 25.9% as
compared to the comparable 2000 period reflecting difficult market conditions
and decreased gold wire sales. Polese Company's third quarter 2001 sales
decreased by $4,128,000, or 43.4% as compared to the prior year's period
reflecting a market slowdown and continuing disruptions caused by the ammonia
release, as discussed above. The first nine months 2001 sales of the
Microelectronic Packaging Group decreased by $4,570,000 or 11.8% over the
similar prior year's period. Polese's nine months sales have decreased by
$2,468,000, or 9.6% over the prior year's period, due the ammonia release, and
market slowdown experienced in the second and third quarters. The decrease in
SPM's first nine months 2001 sales of $2,102,000 or 16.2% from the prior year's
was primarily attributable to decreased sales of gold wire and difficult market
conditions; although sales were stronger in the Company's overseas locations.
The Company estimates the total extent of the lost sales resulting from the
ammonia release for the nine-month period ended September 30, 2001 were
approximately $3,000,000.

The Company's Wafer Reclaim Service Group's third quarter 2001 revenues
decreased by $1,763,000 or 34.0% as compared to the third quarter 2000. The
group's ASP operations revenue of $2,460,000 during the third quarter of 2001,
decreased by $1,267,000 or 34.0% from last year's quarter, reflecting softness
in the U.S. and European markets, which continued from the beginning of the
year. The group's Singapore based operation ("ISP") third quarter 2001 revenues
of $963,000 decreased by $496,000 from the prior year's quarter with Asian
markets experiencing continued softening in the third quarter of 2001. First
nine months 2001 sales of the Wafer Reclaim Services Group's decreased by
$1,852,000 or 12.7% over the comparable period of 2000. The Wafer Reclaim
Services Group revenue decrease for the nine month period, was the result of a
slowdown in the semiconductor industry in the U.S., Europe and Asia.

The Company does a significant amount of international business, both from its
domestic locations as well as through overseas manufacturing locations. Domestic
and international sourced sales of the Company's products into foreign markets,
as a percentage of consolidated revenue during the first nine months of 2001 was
26.6%, as compared to 27.1% for the first nine months of 2000. This compares to
a domestic and international sourced sales percentages of 24.7% for the third
quarter 2001 and 22.0% for the third quarter 2000.

                                      -12-
<PAGE>

Domestically sourced sales of the Company's products into foreign markets, as a
percentage of consolidated revenue during the first nine months of 2001 was
12.8%, as compared to 14.1% for the first nine months of 2000. This compares to
domestically sourced sales percentages of 8.3% for the third quarter 2001 and
9.0% for the third quarter 2000. The majority of domestically sourced foreign
sales contracts are written in US Dollars with payment remitted directly in US
dollars. Therefore, there is low risk of currency exposure involved.

The Company has foreign manufacturing operations in the Netherlands ("ASP
B.V."), in Morocco, Semiconductor Materials S.A.R.L. ("S.A.R.L."), in Malaysia,
SPM(M) SDN.BHD ("SPM(M)") and in Singapore, ISP. During the third quarter 2001,
the Company derived revenue from ASP B.V. of $515,000, from S.A.R.L. of
$392,000, from SPM(M) of $459,000, and from ISP of $963,000. During the first
nine months of 2001, the Company derived revenue from ASP B.V. of $1,851,000,
from S.A.R.L. of $796,000 from SPM(M) of $983,000, and from ISP of $3,755,000.
Sales for ASP B.V., S.A.R.L., SPM(M) and ISP are conducted in the local
currencies of Dutch Guilders, Dirhams, Ringits and Singapore Dollars,
respectively, and constitute a foreign sales percentage of 19.3% in the third
quarter and 15.8% in the first nine months of 2001. This compares to 14.0% in
the third quarter 2000 and 14.0% in the first nine months of 2000. These sales
are subject to currency fluctuations, although exchange rate fluctuations have
not historically been large during the periods the Company has operated in these
jurisdictions.

The Company's consolidated backlog as of September 30, 2001 was approximately
$16,970,000 compared to a backlog of approximately $26,839,000 at September 30,
2000 and $35,833,000 at December 31, 2000. The Company is uncertain as to
whether softening of the backlog will continue in the fourth quarter. The
Company believes the majority of the consolidated backlog at September 30, 2001
includes orders that are expected to be shipped within one year.

GROSS PROFIT:

Gross profit of $1,213,000 for the third quarter 2001 decreased by $3,697,000 or
75.3%, from the third quarter 2000. For the first nine months of 2001, gross
profit decreased by $6,754,000, or 43.4% from the comparable 2000 period.

The Microelectronic Packaging Group's third quarter 2001 gross profit of
$1,329,000 decreased by $2,288,000 or 63.3% compared to the third quarter 2000.
The group's first nine months 2001 gross profit of $7,756,000 decreased by
$4,228,000 or 35.3% from the prior year's period. The Microelectronic Packaging
Group's gross profit decrease primarily reflects operating its manufacturing
facilities at a level, which exceeded that necessary to generate the revenue
earned in the period. In addition the group incurred expenses related to the
ammonia incident without the corresponding revenue, as described above. As a
result of the above, the Microelectronic Packaging Group's gross margin
decreased from 26.0% in last year's third quarter to 15.4% in the third quarter
2001. The gross margin also decreased from 31.1% in the first nine months of
2000 to 22.8% in this year's period. The Microelectronic Packaging Group's 2001
gross profit reflects the write off during the second quarter of approximately
$326,000 of inventory damaged as a result of the ammonia release and
accompanying disruptions in production. In response to the decreases in 2001
sales, and softness in the microelectronic industries, the Microelectronic
Packaging Group reduced its headcount several times during the period. As of
September 30, 2001 headcount was reduced by approximately 59.0% from the
beginning of the year levels.

The Wafer Reclaim Services Group's third quarter 2001 gross profit (loss) of
$(116,000) decreased by $1,409,000 or (109.0)% from the third quarter of 2000.
The group's first nine month's 2001 gross profit of $1,038,000 decreased by
$2,526,000 or 70.9% from the prior year's period. The decline in gross profit
for both the three and nine month periods were primarily due to decreases in
sales, as the group's facilities struggled to adjust their breakeven level of
operations. As a result of the above, gross margins for the Wafer Reclaim
Services Group decreased from 24.9% in the third quarter of 2000 to (3.4)% in
the third quarter of 2001. First nine months 2001 gross margin decreased to 8.2%
from 24.4% in the comparable prior year period. In response to the above, the
group's ASP operation reduced headcount in several stages such that by September
30, 2001, headcount decreased by approximately 26% from beginning of year
levels. In addition, the Wafer Reclaim Services Group is exploring additional
products and alternative uses for silicon to augment the declining demand for
reclaimed wafers.

OTHER OPERATING INCOME:

During the second quarter of 2001, SEMX's Polese Company subsidiary reached an
agreement with a principal supplier which included

                                      -13-
<PAGE>

retroactive price adjustments for raw materials purchased during 2001 and 2000.
As a result of this agreement, Polese Company lowered its material costs during
the second and third quarters and will realize a future benefit as well.
$335,000 of the total $500,000 settlement reached related to prior periods and
accordingly was recorded as Other Operating Income in order to segregate this
amount from current period Cost of Goods sold. During the third quarter of 2001,
the Company received a $500,000 advance against its Business Interruption claim
related to an ammonia release.

SELLING, GENERAL AND ADMINISTRATIVE:

Selling, general and administrative ("SG&A") expenses in the third quarter 2001
decreased by $187,000, or 4.7% from the comparable 2000 period. SG&A expenses in
the first nine months of 2001 increased by $802,000, or 7.1% from the comparable
2000 period. The decrease in SG&A during the third quarter 2001 was due to
decreased sales and engineering personnel. The increase in SG&A during the first
nine months was due to increased headcount, travel and increased research and
development costs earlier this period. SG&A expenses as a percentage of revenue
increased from 20.7% in the third quarter 2000 to 31.3% for the third quarter
2001 reflecting the factors above and the decrease in revenue for the 2001 third
quarter. SG&A expenses as a percentage of revenue for the first nine months of
2001 was 25.8% compared to 21.2% in the comparable prior year's period.

INTEREST EXPENSE (NET):

Net interest expense for the third quarter 2001 increased by $76,000 from the
third quarter 2000. Interest expense for the first nine months of 2001 increased
by $177,000. The increase in net interest expense for the third quarter and
first nine months of 2001 is due to higher average borrowings partially offset
by lower interest rates on bank term and revolver borrowings which are indexed
to the prime rate. Included in interest expense for all periods presented are
fees paid under the Company's gold consignment arrangement with Fleet Precious
metals as described below. Consignment fees included in interest expense,
amounted to $14,000 and $41,000 for the third quarter and the first nine months
of 2001, respectively and $16,000 and $47,000 for the comparable third quarter
and nine month periods of last year, respectively.

PROVISION (CREDIT) FOR INCOME TAXES:

A credit of $900,000 for income tax benefit has been recorded for the third
quarter of 2001 at an effective rate of 35.8% as compared a to provision of
$186,000 at an effective rate of 32.3% for the third quarter of 2000. A credit
of $1,393,000 for income tax benefit has been recorded for the first nine months
of 2001 at an effective rate of 35.9% as compared to a provision of $1,057,000
at an effective rate of 35.0% for the first nine months of 2000.

MINORITY INTEREST:

The Company has a 50.1% interest in the Wafer Reclaim Services Group's Singapore
based ISP operation. In accordance with generally accepted accounting principles
the Company fully consolidates the operating results of ISP and then, excludes
49.9% of ISP's net income or loss from its consolidated net income or loss,
reflecting the minority owners' share in ISP's results. In the third quarter and
the first nine months of 2001, the Company has excluded from net loss, $113,000
and $162,000 respectively, reflecting the minority owners' share of ISP's loss,
net of tax benefits. In the third quarter and the first nine months of 2000, the
Company has excluded from net income, $75,000 and $195,000 respectively,
reflecting the minority owners' share of ISP's income, net of tax.

NET INCOME (LOSS):

As a result of the above, the Company had a net loss of $1,498,000 for the third
quarter 2001 as compared to net income of $314,000 for the third quarter 2000.
The Company's results for the first nine months of 2001 were a net loss of
$2,325,000 compared to net income of $1,766,000 in the prior year's period.

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS:

Net income (loss) available to common shareholders is the numerator in the
Company's calculation of Basic and Diluted Income per

                                      -14-
<PAGE>

common share and it is equal to Net Income for a given period less the dividends
and the accretion of related costs of the Series B Preferred Stock issued on
June 1, 2000. The Company accrues approximately $67,000 per month representing
dividends payable and the accretion related to the Series B Preferred Stock.

LIQUIDITY AND CAPITAL RESOURCES:

General

To enable the Company's growth SEMX has historically made significant capital
expenditures to support its facilities and manufacturing processes as well as
working capital needs. The Company has financed its capital needs through cash
flow from operations, the issuance of Common and Preferred Stock, credit
facilities from banks, gold consignment supply agreements, and capital leases.

Summary of 2001 Activity

At September 30, 2001, the Company had cash and cash equivalents of $968,000 and
had an available balance on its revolving credit facility of $1,314,000 as
compared to $455,000 and $6,363,000 respectively at September 30, 2000. The cash
and availability position at September 30, 2000 were considerably higher than
September 30, 2001 levels, as a result of the closing on the Company's Series B
Preferred Stock in June 2000.

Net cash provided by operating activities in the first nine months of 2001
amounted to $3,790,000 as compared to $1,546,000 in the first nine months of
2000. Cash provided by operations increased compared to the prior year's period,
principally as a result of the first nine months working capital changes.

Cash used by investing activities amounted to $2,350,000 in the first nine
months of 2001 compared to $9,327,000, in the prior year period. During the nine
months ended September 30, 2001 and 2000, the Company invested $3,856,000 and
$7,009,000, respectively, in property and equipment. This investment excludes
$2,972,000 in the 2001 period and $1,151,000 in the 2000 period for equipment
acquired under capital leases.

Net Cash used in financing activities amounted to $1,617,000 in the first nine
months of 2001 as compared to cash provided of $7,852,000 during the 2000
period. During the first nine months of 2001 the Company repaid $2,260,000 under
term loans and borrowed a net, $1,323,000 under its Bank revolving line of
credit. During the first nine months of 2001, the Company borrowed an additional
$1,771,000 under its existing term loan facilities, and paid down its Bank
revolving line of credit. In addition, the Company made payments of $1,883,000
under capital lease obligations. During the first nine months of 2001 the
Company paid two semi-annual cash dividends to the holders of the Company's
Series B Preferred in the total amount of $600,000.

Factors Affecting Future Liquidity

On June 1, 2000, the Company received $10,000,000 in gross proceeds from the
issuance of Series B Redeemable Preferred Stock ("Preferred Stock") to a group
of investors led by ACI Capital Co., Inc. ("ACI investors"). In connection with
the issuance of the Preferred Stock, warrants ("Warrants") to purchase one
million shares of the common stock of the Company were issued to the ACI
investors. The Preferred Stock is subject to mandatory redemption on May 31,
2005 and cash dividends are payable semi-annually at a rate of 6%, subject to
rate increases in the event of a triggering event as defined in the Preferred
Stock. To avoid the possibility of there being a current or a future triggering
event under a certain financial covenant provision of the Preferred Stock that
would allow the ACI investors to call for immediate redemption of the Preferred
Stock, the Company and the ACI investors entered into an agreement on November
13, 2001 that provided, among other things, that: (i) the redemption price for
the Preferred Stock would not in any event be due prior to December 1, 2002,
(ii) any increase in the dividend rate to which the ACI investors might
otherwise be entitled to would not go into effect prior to March 31, 2002 and
(iii) Section 14.1 of the Warrants that now provides that the Company would be
obligated to purchase the Warrants upon a change of control pursuant to the
formula therein set forth would be amended effective March 31, 2002 to provide
that the Company would be obligated to purchase the Warrants pursuant to such
formula if, as and when the Preferred Stock is redeemed.

On November 1, 1999 the Company entered into a Revolving Credit, Term Loan and
Security Agreement with PNC Bank. The Credit

                                      -15-
<PAGE>

Facility replaced the existing revolving credit and interim term loan
facilities, which the Company had with First Union and Fleet Banks. The Credit
Facility, as amended, which has a three-year term, consists of a formula based
$10,000,000 revolving credit facility and an original $6,234,000 term loan, both
of which are secured by substantially all of the Company's domestic assets.
Revolving credit facility availability of up to S$4,000,000 Singapore dollars
(approximately $2,200,000 US) is reserved for issuance of a standby letter of
credit in support of the Company's guarantee of ISP's debt. The interest rate on
revolving credit borrowings are, at the Company's option, based on either the
prime rate or a floating Eurodollar rate plus a margin of 2.75%. At the
Company's option, the term loan interest rate is based on either prime plus 0.5%
or a floating Eurodollar rate plus a margin of 3.0%. Principal payments under
the $6,234,000 term loan are due in equal monthly installments of $74,214 over
the three-year term. Full payment of any outstanding debt on the term loan is
due on October 31, 2002. In April 2001, the Company entered into an additional
$1,447,000 term borrowing under the PNC facility, subject to the same terms and
amortization as the original term loan. The proceeds from the term loan were
used to pay down an equivalent amount of revolving credit borrowings. As of
September 30, 2001, the Company was not in compliance with a financial ratio
covenant as defined in the Credit Facility. PNC has agreed to waive the covenant
violation existing at September 30, 2001 and has modified the Credit Facility
agreement to correct the out of compliance situation on a going forward basis.

In August 2000 the Company's 50.1% owned ISP subsidiary refinanced its existing
debt and entered into a credit facility with Keppel Tatlee Bank. The facility
provides for a total of S$11,950,000 Singapore dollars (approximately $6,765,000
US) in term and overdraft borrowings secured by ISP's property and equipment and
partially guaranteed by the Company. In conjunction with the refinancing, the
Company was able to reduce its guarantee of ISP's debt from S$5,000,000
Singapore dollars (approximately $2,831,000 US) to S$4,000,000 Singapore dollars
(approximately $2,264,000 US). The reduced guarantee is secured by a standby
letter of credit of up to S$4,000,000 Singapore dollars issued by PNC Bank in
favor of ISP's lenders. In the event of default, as defined by ISP's lending
agreements, Keppel Tatlee Bank could draw down the S$4,000,000 Singapore dollars
standby letter of credit provided by the Company's Bank.

In December 1996, the Company entered into a consignment agreement (the "Gold
Consignment Agreement") with Fleet Precious Metals ("FPM") which, as amended,
expires June 30, 2002. Under the Gold Consignment Agreement, the Company
utilizes gold in its manufacturing process. This consigned gold is not owned by
the Company and accordingly is not included in inventory on the accompanying
financial statements. As the Company ships finished goods manufactured with the
consigned gold from FPM, it purchases gold in the open market to replenish the
consignment. The Gold Consignment Agreement provides for gold on consignment not
to exceed the lesser of 6,500 troy ounces of gold or gold having a market value
of $2,400,000. The Gold Consignment Agreement requires the Company to pay a
consignment fee, presently at a rate of 5.6% per annum, based upon the value of
all gold consigned to the Company. This consignment fee is included in interest
expense. As of September 30, 2001, the Company was not in compliance with a
financial ratio covenant, which mirrors the PNC Credit Facility covenant. FPM
has agreed to waive the covenant violation existing at September 30, 2001 and is
in discussions with the Company towards modifying the agreement to correct the
out of compliance situation on a going forward basis.

In conjunction with the Company's acquisition of Polese Company, on May 27,
1993, the Company acquired from Frank J. Polese, the former sole shareholder of
Polese Company, all of the rights, including a subsequently issued patent, for
certain powdered metal technology and its application to the electronics
industry. For a period from May 1993 through December 2002, Mr. Polese has the
right to receive a portion of (i) the annual pre-tax profit from the copper
tungsten product line, after allocating operating costs and (ii) the proceeds of
the sale, if any, by the Company of the powdered metal technology. During the
first nine months of 2001, the Company has recorded no charges against
operations under this agreement.

The Company continually seeks to broaden its product lines by various means,
including through acquisitions. The Company intends to pursue only those
acquisitions for which it will be able to arrange the necessary financing by
means of the issuance of additional equity, the use of its cash or, through bank
or other debt financing.

                                      -16-
<PAGE>


PART II.  OTHER INFORMATION

Items 1. - 6. Exhibits and Reports on Form 8-K

10.1  Amendment to Certificate of Designation described in the Preferred Stock
      Option Agreement dated June 1, 2000.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                SEMX CORPORATION

    Date: November 14, 2001         By: /s/ Gilbert D. Raker
                                        --------------------

                             Name:  Gilbert D. Raker

                             Title: Chairman of the Board and acting
                                    Chief Financial Officer

    Date: November 14, 2001         By: /s/ Frank J. Polese
                                        --------------------

                             Name : Frank J. Polese

                             Title: President and Chief Executive Officer

                                      -17-