##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-8966
 ULTRATECH, INC.
  Delaware
    
    94-3169580(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3050 Zanker Road, San Jose, California
    
    95134(Address of principal executive offices)
    
    (Zip Code)
 408-321-8835
 Not Applicable
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.001 par value per share
    
    Nasdaq Global Market
   o þ
  o þ
  þ o
 þ
  o þ o
  o þ
   Class
    
    Outstanding at April 24, 2007Common Stock, $0.001 par value per share
    
    23,231,782




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TABLE OF CONTENTS  PART IItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVITEM 15. FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND EXHIBITSSIGNATURESEXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE
  EXPLANATORY NOTE
  2




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##### Table of Contents



PART I
 
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 STOCK PERFORMANCE GRAPH
  Comparison of Cumulative Total Returns(1)(2)(3)(4)
 
 
 (1)
    
    The graph covers the period from December 31, 2001 to December 31, 2006.(2)
    
    No cash dividends have been declared on the Companys Common Stock.(3)
    
    Stockholder returns over the indicated period should not be considered indicative of
future stockholder returns.(4)
    
    The S&P Small Capital Semiconductor Equipment Index previously included in the Companys stock performance graph is no longer available. Notwithstanding anything to the contrary set forth in any of the Companys previous filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
which might incorporate future filings made by the Company under those statutes, the preceding
Stock Performance Graph will not be incorporated by reference into any of those prior filings, nor
will such report or graph be  incorporated by reference into any future filings made by the
Company under those statutes.
 
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    Position with the CompanyArthur W. Zafiropoulo
    
    68
    
    Chairman of the Board of Directors and Chief Executive OfficerJoel F. Gemunder (3)
    
    67
    
    DirectorNicholas Konidaris (1)(2)
    
    62
    
    DirectorDennis R. Raney (1)
    
    64
    
    DirectorHenri Richard
    
    48
    
    DirectorVincent F. Sollitto, Jr. (3)
    
    59
    
    DirectorRick Timmins (1)(2)
    
    54
    
    Director
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Nominating and Corporate Governance Committee(3)
    
    Member of the Compensation Committee Arthur W. Zafiropoulo
 3




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Joel F. Gemunder
 Nicholas Konidaris
 Dennis R. Raney
 Henri Richard
 Vincent F. Sollitto, Jr
 4




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Rick Timmins
   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CODE OF ETHICS
  AUDIT COMMITTEE
   
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction.
 5




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Compensation Policy for Executive Officers .
 
 
 
 th th th th
 Comparative Framework.
 Advanced Energy Industries IncApplied Materials
    
    KLA-Tencor CorpAsyst Technologies Inc
    
    Kulicke & Soffa Industries IncATMI Inc
    
    Lam Research CorpAxcelis Technologies Inc
    
    Mattson Technology IncBrooks Automation Inc
    
    MKS Instruments IncCoherent Inc
    
    Novellus Systems IncCymer Inc
    
    Roper Industries IncGerber Scientific Inc V
    
    Varian Semiconductor Equipment Associates IncGSI Group
    
    Veeco Instruments
  Base Salary
    
    50th PercentileTotal Cash Compensation
    
    50th PercentileTotal Direct Compensation
    
    55th to 65th Percentile
 6




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Base Salary
    
    75th to 90th PercentileTotal Cash Compensation
    
    75th to 90th PercentileTotal Direct Compensation
    
    75th to 90th Percentile
 Elements of Compensation .
 Salary .
  Incentive Compensation .
    Long-Term Incentives .
 7




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th th th th
  Market Timing of Equity Awards
 8




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Officer Employment Agreements.
      Executive Officer Perquisites .
 Other Programs .
 Deferred Compensation Programs.
 Compliance with Internal Revenue Code Section 162(m) .
 9




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##### Table of Contents



Summary Compensation Information
  Change inPension ValueandNonqualifiedName
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Deferred
    
    Alland Principal
    
    
    
    
    
    Salary
    
    Awards
    
    Awards
    
    Compensation
    
    Other Compensation
    
    TotalPosition
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Earnings
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)Arthur W.
Zafiropoulo,
Chairman of the
Board, Chief
Executive Officer
and President
    
    
    2006
    
    
    $
    555,000
    
    
    $
    415,987
    
    
    
    
    
    
    
    
    
    
    $
    16,978
    (4)
    
    $
    987,965Bruce R. Wright,
Senior Vice
President, Finance,
Chief Financial
Officer and
Secretary
    
    
    2006
    
    
    $
    273,837
    
    
    $
    48,000
    
    
    $
    24,836
    
    
    
    
    
    
    $
    45,422
    (5)
    
    $
    392,095John E. Denzel,
Former President
and Chief Operating
Officer (8)
    
    
    2006
    
    
    $
    259,077
    
    
    $
    70,778
    
    
    $
    127,889
    
    
    $
    18,994
    (10)
    
    $
    313,090
    (6)
    
    $
    770,834Rick Friedman,
Former Senior Vice
President,
World-wide Sales
and Customer
Services (9)
    
    
    2006
    
    
    $
    266,863
    
    
    $
    47,176
    
    
    
    
    
    
    $
    4,846
    (11)
    
    $
    800
    (7)
    
    $
    314,839
 
 (1)
    
    Includes amounts deferred under the Companys 401(k) Plan, a qualified deferred
compensation plan under section 401(k) of the Internal Revenue Code.(2)
    
    The amounts in column (d) reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R), with
respect to the portion of the stock awards which vested in that year, including awards which have
been granted in earlier years. The reported dollar amount does not take into account any estimated
forfeitures related to vesting conditions. Assumptions used in the calculation of this amount are
included in footnote 5 to the Companys audited financial statements for the fiscal year ended
December 31, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 7, 2007. Except for Mr. Denzel, none of the named executive officers
forfeited any stock awards during the 2006 fiscal year. Mr. Denzel forfeited restricted stock units
covering 5,625 shares of the Companys common stock in the 2006 fiscal year as a result of the termination
of his employment.(3)
    
    The amounts in column (e) reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R), with
respect to the portion of the option awards which vested in that year, including awards which have
been granted in earlier years. The reported dollar amount does not take into account any estimated
forfeitures related to vesting conditions. Assumptions used in the calculation of this amount are
included in footnote 5 to the Companys audited financial statements for the fiscal year ended
December 31, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 7, 2007. Except for Mr. Denzel, none of the named officers forfeited any
stock options during the 2006 fiscal year. Mr. Denzel forfeited 56,250 option shares
in the 2006 fiscal year as a result of the termination of his employment.(4)
    
    Represents (i) a matching contribution by the Company to the named executive officers
account under our 401(k) Plan in the amount of $2,000 and (ii) $14,978 attributable to the
non-business use of a Company car provided to Mr. Zafiropoulo. 10




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(5)
    
    Represents (i) a matching contribution by the Company to the named executive officers
account under our 401(k) Plan in the amount of $2,000 and (ii) $43,422 attributable to the amount
accrued by the Company for the 2006 fiscal year with respect to a lifetime retiree health (medical
and dental) coverage benefit approved for Mr. Wright in such year. For further information
regarding such benefit, please see the section entitled Officer Employment Agreements in the
Companys Compensation Discussion and Analysis.(6)
    
    Represents payments pursuant to a severance agreement with Mr. Denzel, including (i)
$275,000 in severance pay to be paid in 12 equal monthly installments beginning on May 4, 2007, and
(ii) $38,090 attributable to COBRA coverage provided at the Companys cost for Mr. Denzel and his
dependents for an eighteen-month period. For further information regarding Mr. Denzels severance
agreement, please see the section entitled Officer Employment Agreements in the Companys
Compensation Discussion and Analysis.(7)
    
    Represents a matching contribution by the Company to the named executive officers account
under our 401(k) Plan.(8)
    
    Mr. Denzels employment with the Company terminated on November 4, 2006.(9)
    
    Mr. Friedmans employment with the Company terminated on January 14, 2007.(10)
    
    Represents 2006 investment earnings on Mr. Denzels nonqualified deferred compensation
account. The earnings correspond to the actual market earnings on a select group of investment
funds utilized to track the notional investment return on the account balance for the 2006 fiscal
year. The Company has not made any determination as to which portion of such earnings may be
considered above market for purposes of column (f) of this table and has elected to report the
entire amount of such earnings.(11)
    
    Represents 2006 investment earnings on Mr. Friedmans nonqualified deferred compensation
account. The earnings correspond to the actual market earnings on a select group of investment
funds utilized to track the notional investment return on the account balance for the 2006 fiscal
year. The Company has not made any determination as to which portion of such earnings may be
considered above market for purposes of column (f) of this table and has elected to report the
entire amount of such earnings.
 Grants of Plan-Based Awards
  All OtherStockAwards:NumberPotential Payouts
    
    ofUnder Non-Equity Incentive
    
    Shares
    
    Grant Date FairPlan Awards (1)
    
    of Stock
    
    Value of EquityGrant
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)(2)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)Arthur W. Zafiropoulo
    
    
    1/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    (2)
    
    
    1,248,000
    
    
    
    416,250
    
    
    
    832,500
    
    
    
    2,497,500
    
    
    
    
    
    
    
    Bruce R. Wright
    
    
    1/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    (2)
    
    
    144,000
    
    
    
    137,500
    
    
    
    275,000
    
    
    
    825,000
    
    
    
    
    
    
    
    John E. Denzel
    
    
    1/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    (3)
    
    
    144,000
    
    
    
    151,800
    
    
    
    303,600
    
    
    
    910,800
    
    
    
    
    
    
    
    Rick Friedman
    
    
    1/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (4)
    
    
    96,000
    
    
    
    112,500
    
    
    
    225,000
    
    
    
    675,000
    
    
    
    
    
    
    
    
 
 (1)
    
    Reflects the potential payouts under the Companys 2006 Executive Officer Incentive
Compensation Plan based on the Companys performance during the 2006 year. No amounts were earned
under such plan in 2006 because the Companys performance for the 2006 fiscal year did not attain
threshold levels. For more information regarding the 2006 Executive Officer Incentive Compensation
Plan, please see the section entitled Incentive Compensation in the Companys Compensation
Discussion and Analysis.(2)
    
    Reflects restricted stock units (RSUs) granted under the Companys 1993 Stock
Option/Stock Issuance Plan. Each RSU entitles the recipient to one share of the Companys common
stock at a designated date following the vesting of that unit. The units will vest in a series of
three successive equal annual installments over the named executive officers period of continued
employment; subject to accelerated vesting in the event his employment terminates under certain
circumstances or upon certain changes in control or ownership of the Company. The shares
underlying the vested units will be issued following the completion of that three-year vesting
period or (if earlier) upon the occurrence of any of the accelerated vesting events.(3)
    
    Reflects RSUs granted to Mr. Denzel with the vesting and issuance schedule described in
Footnote 2, above. However, in connection with the termination of his employment, 25% of the
shares subject to Mr. Denzels RSUs vested on an accelerated basis, and the remaining units were
canceled and ceased to be outstanding. Accordingly, 1,875 shares of the Companys common stock
will be issued to Mr. Denzel on May 4, 2007. 11




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##### Table of Contents



(4)
    
    Reflects RSUs granted to Mr. Friedman with the vesting and issuance schedule described in
Footnote 2, above. One-third of the RSUs vested on January 1, 2007 pursuant to such schedule. In
connection with the termination of his employment in January 2007, an additional 25% of the shares
then subject to Mr. Friedmans RSU award vested on an accelerated basis, and the remaining units
were cancelled and ceased to be outstanding. Accordingly, a total of 2,916 shares of the Companys
common stock will be issued to Mr. Friedman on July 15, 2007.
 Outstanding Equity Awards at Fiscal Year-End
  Option AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Stock AwardsSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Market ValueUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or Units
    
    of Shares orUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    of Stock That
    
    Units of StockOptions (#)
    
    Options (#)
    
    Exercise
    
    Expiration
    
    Have Not
    
    That Have NotName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    Date
    
    Vested (#)
    
    Vested ($)(4)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)Arthur W. Zafiropoulo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,334
    (2)
    
    $
    540,80865,000
    (1)
    
    
    
    
    
    $
    16.16
    
    
    
    12/16/20157,082
    
    
    
    
    
    
    $
    14.12
    
    
    
    1/22/201572,918
    
    
    
    
    
    
    $
    14.12
    
    
    
    1/22/201580,000
    
    
    
    
    
    
    $
    16.01
    
    
    
    10/19/2014200,000
    
    
    
    
    
    
    $
    21.83
    
    
    
    7/20/2013125,000
    
    
    
    
    
    
    $
    11.36
    
    
    
    1/27/20137,339
    
    
    
    
    
    
    $
    13.67
    
    
    
    7/15/201292,661
    
    
    
    
    
    
    $
    13.67
    
    
    
    7/15/201280,000
    
    
    
    
    
    
    $
    13.96
    
    
    
    1/29/20128,382
    
    
    
    
    
    
    $
    23.82
    
    
    
    7/24/201191,618
    
    
    
    
    
    
    $
    23.82
    
    
    
    7/24/201138,308
    
    
    
    
    
    
    $
    27.82
    
    
    
    4/17/201122,000
    
    
    
    
    
    
    $
    13.375
    
    
    
    4/19/2009Bruce R. Wright
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (2)
    
    $
    62,40030,000
    (1)
    
    
    
    
    
    $
    16.16
    
    
    
    12/16/201540,000
    
    
    
    
    
    
    $
    14.12
    
    
    
    1/22/201540,000
    
    
    
    
    
    
    $
    16.01
    
    
    
    10/19/2014160,000
    
    
    
    
    
    
    $
    21.83
    
    
    
    7/20/201372,039
    
    
    
    2,961
    (5)
    
    $
    11.36
    
    
    
    1/27/201360,000
    
    
    
    
    
    
    $
    13.67
    
    
    
    7/15/201220,000
    
    
    
    
    
    
    $
    13.96
    
    
    
    1/29/201230,000
    
    
    
    
    
    
    $
    23.82
    
    
    
    7/24/201124,500
    
    
    
    
    
    
    $
    27.82
    
    
    
    4/17/201176,000
    
    
    
    
    
    
    $
    11.875
    
    
    
    4/18/201056,000
    
    
    
    
    
    
    $
    13.125
    
    
    
    5/31/2009John E. Denzel40,000
    
    
    
    
    
    
    $
    14.12
    
    
    
    03/14/2008150,000
    
    
    
    
    
    
    $
    21.83
    
    
    
    03/14/200840,000
    
    
    
    
    
    
    $
    16.01
    
    
    
    03/14/200845,000
    
    
    
    
    
    
    $
    13.67
    
    
    
    03/14/200825,000
    
    
    
    
    
    
    $
    23.82
    
    
    
    03/14/200825,000
    
    
    
    
    
    
    $
    15.625
    
    
    
    03/14/20083,000
    
    
    
    
    
    
    $
    27.82
    
    
    
    3/14/200810,000
    
    
    
    
    
    
    $
    17.625
    
    
    
    03/14/20089,500
    
    
    
    
    
    
    $
    19.00
    
    
    
    03/14/200830,000
    
    
    
    
    
    
    $
    16.16
    
    
    
    03/14/2008200
    
    
    
    
    
    
    $
    17.50
    
    
    
    03/14/2008Rick Friedman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,334
    (3)
    
    $
    41,608200,000
    
    
    
    
    
    
    $
    15.00
    
    
    
    4/14/200815,000
    
    
    
    
    
    
    $
    16.01
    
    
    
    4/14/200840,000
    
    
    
    
    
    
    $
    14.12
    
    
    
    4/14/200820,000
    
    
    
    
    
    
    $
    16.16
    
    
    
    4/14/2008
 12




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##### Table of Contents



(1)
    
    The option was fully vested at the time of grant. However, any shares purchased
under such option will be subject to certain transfer restrictions which prelude any sale of those
shares until the restrictions lapse on December 31, 2007.(2)
    
    Reflects RSUs granted under the Companys 1993 Stock Option/Stock Issuance Plan. Each RSU
entitles the recipient to one share of the Companys common stock at a designated date following
the vesting of that unit. The units will vest in a series of three successive equal annual
installments over the named executive officers period of continued employment; subject to
accelerated vesting in the event his employment terminates under certain circumstances or upon
certain changes in control or ownership of the Company. The shares underlying the vested units
will be issued following the completion of that three-year vesting period or (if earlier) upon the
occurrence of any of the accelerated vesting events.(3)
    
    Reflects RSUs granted to Mr. Friedman with the vesting and issuance schedule described in
Footnote 2, above. In connection with the termination of his employment on January 14, 2007, 1,250
shares vested on an accelerated basis, and the remaining units were cancelled and ceased to be
outstanding. Such shares will be issued to Mr. Friedman on July 15, 2007.(4)
    
    Based on the $12.48 closing price of the Companys common stock on December 29, 2006.(5)
    
    The option vests in accordance with the following schedule: 50% of the option shares
vested on the one year anniversary of the option grant date and the remaining option shares vest in
a series of 38 equal monthly installments measured from one year anniversary of the option grant
date, provided Mr. Wright continues to provide services to the Company through each such date. The
option was granted on January 28, 2003 for a total number of 75,000 option shares. Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares Acquired
    
    Value Realized
    
    Shares Acquired
    
    Value RealizedName
    
    on Exercise (#)
    
    on Exercise ($)(1)
    
    on Vesting (#)
    
    on Vesting ($)(2)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Arthur W. Zafiropoulo
    
    
    
    
    
    
    
    
    
    
    21,666
    
    
    $
    270,392Bruce R. Wright
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    31,200John E. Denzel
    
    
    24,750
    
    
    $
    56,502
    
    
    
    1,875
    
    
    $
    23,400Rick Friedman
    
    
    
    
    
    
    
    
    
    
    1,666
    
    
    $
    20,792
 
 (1)
    
    Value realized is determined by multiplying (i) the amount by which the market price
of the common stock on the date of exercise exceeded the exercise price by (ii) the number of
shares for which the options were exercised.(2)
    
    Value realized is determined by multiplying (i) the market price of the common stock on
the applicable vesting date by (ii) the number of shares as to which each award vested on such
date. Nonqualified Deferred Compensation
  Executive
    
    Registrant
    
    
    
    
    
    AggregateContributions
    
    Contributions
    
    Aggregate
    
    Withdrawals/
    
    Aggregatein Last FY
    
    in Last FY
    
    Earnings in
    
    Distributions
    
    Balance atName
    
    ($)
    
    ($)
    
    Last FY ($)
    
    ($)
    
    Last FYE ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)Arthur W. Zafiropoulo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bruce R. Wright
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John E. Denzel
    
    
    
    
    
    
    
    
    
    $
    18,994
    (1)
    
    
    
    
    
    $
    427,193
    (1)(2)Rick Friedman
    
    
    
    
    
    
    
    
    
    $
    4,846
    (3)
    
    
    
    
    
    $
    57,526
    (3)(4)
 
 (1)
    
    Represents a rate of return for the 2006 fiscal year of approximately 4.6%. The
amount in this column is included in Change in Pension Value and Nonqualified Deferred
Compensation Earnings column of the Summary Compensation Table on page 10 of this Form 10-K/A
and is also included in column (f) of this table. The amount corresponds to a composite of the
actual market earnings on a select group of investment funds utilized to track the notional
investment return 13




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on the account balance for the 2006 fiscal year. The investment funds so
utilized and the rate of return for each such fund for the 2006 year were as follows: SLD CB AIM
Capital Appreciation ( 0% rate of return), SLD CB ING Marsico Growth Portfolio ( -1.85% rate of
return), SLD CB ING Limited Maturity Bond Portfolio (3.49 % rate of return), SLD CB ING Liquid
Assets Portfolio ( 1.23% rate of return), SLD CB ING Oppenheimer Main Street Core ( 1.41% rate of
return), SLD CB ING MFS Total Return Portfolio ( 4.59% rate of return), SLD CB ING T. Rowe Price
Divsf MidCap Growth ( -0.22% rate of return), SLD CB Fidelity Growth (4.29% rate of return), SLD
ING JPMorgan Small Cap core Equity ( -17.95% rate of return), SLD ING Stock Index ( 3.30% rate of
return), SLD ING Lord Abbett U.S. Government Securities ( 12.61% rate of return), SLD CB ING T.
Rowe Price Equity Income Portfolio ( 4.09% rate of return), SLD ING Evergreen Omega Portfolio (
3.20% rate of return) and the SLD ING FMR Large Cap Growth ( -3.01% rate of return).(2)
    
    In connection with his termination of employment, Mr. Denzel received a lump sum
distribution of $317,202 of his account balance under the Plan in January, 2007. The remainder of
Mr. Denzels account balance under the Plan will be distributed in a lump sun on May 4, 2007.
 (3)
    
    Represents a rate of return for the 2006 fiscal year of approximately 8.5%. The amount
in this column is included in Change in Pension Value and Nonqualified Deferred Compensation
Earnings column of the Summary Compensation Table on page 10 of this Form 10-K/A and also
included in column (f) of this table. The amount corresponds to a composite of the actual market
earnings on a select group of investment funds utilized to track the notional investment return of
the account balance for the 2006 fiscal year. The investment funds so utilized and the rate of
return for each such fund for the 2006 year were as follows: SLD CB ING Marsico Growth Portfolio (
5.22% rate of return), SLD CB ING Limited Maturity Bond Portfolio (3.45% rate of return), SLD CB
ING MFS Total Return Portfolio (10.80% rate of return), SLD CB ING T. Rowe Price Divsf MidCap
Growth ( 8.75% rate of return), SLD CB AIM VI High Yield Fund CI I ( 0% rate of return), SLD CB
Alger American MidCap Growth (0% rate of return), SLD CB ING T.Rowe Price Equity Income Portfolio
(17.25% rate of return), SLD ING VP High Yield Bond (9.19% rate of return).(4)
    
    In connection with his termination of employment, Mr. Friedman received a lump sum
distribution of his account balance under the Plan in January, 2007.
 Executive Deferred Compensation Plan
 Compensation of Directors
  Fees Earned or PaidName
    
    in Cash ($)(1)
    
    Option Awards ($)(2)
    
    Total ($)(a)
    
    (b)
    
    (c)
    
    (d)Joel F. Gemunder
    
    
    33,000
    
    
    
    58,951
    
    
    
    91,951Nicholas Konidaris
    
    
    36,000
    
    
    
    58,951
    
    
    
    94,951Rick Timmins
    
    
    42,000
    
    
    
    58,951
    
    
    
    100,951Dennis R Raney
    
    
    37,000
    
    
    
    63,292
    
    
    
    100,292Henri Richard
    
    
    16,000
    
    
    
    46,022
    
    
    
    62,022Vincent F. Sollito
    
    
    38,000
    
    
    
    58,951
    
    
    
    96,951Thomas D. George (3)
    
    
    12,000
    
    
    
    34,064
    
    
    
    46,064
 14




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##### Table of Contents



(1)
    
    Consists of the annual retainer and meeting fees for service as members of the
Companys Board of Directors. For further information concerning such fees, see the section below
entitled Director Annual Retainer and Meeting Fees.(2)
    
    The amounts in column (c) reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R), with
respect to the portion of the option awards which vested in that year, including awards which have
been granted in earlier years. The reported dollar amount does not take into account any estimated
forfeitures related to vesting conditions. Assumptions used in the calculation of this amount are
included in footnote 5 to the Companys audited financial statements for the fiscal year ended
December 31, 2006, included in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 7, 2007. None of the
non-employee directors forfeited any stock options during the 2006
fiscal year. As of December 31, 2006 the following non-employee
directors held options to purchase the following number of shares of the Companys common stock:
Mr. Gemunder, 68,000 shares; Mr. Konidaris, 56,000 shares; Mr. Timmins, 56,000 shares; Mr. Raney,
36,000 shares; Mr. Richard, 12,000 shares; Mr. Sollito, 56,000 shares; and Mr. George, 0 shares.
Pursuant to the Automatic Option Grant Program of the Companys 1993 Stock Option/Stock Issuance
Plan, Messrs. Gemunder, Konidaris, Timmins, Raney and Sollito, each received an option to purchase 8,000
shares of the Companys common stock with an exercise price per share of $13.51 at the 2006 Annual
Meeting, and each such option had a grant date fair value under FAS 123(R) of $54,572. Pursuant to
such program, Mr. Richard received an option to purchase 12,000 shares of common stock with an
exercise price per share of $21.45 upon his appointment to the Board, and such option had a grant
date fair value under FAS 123(R) of $130,725. For further information concerning the grant of
options to non-
employee directors under the Automatic Option Grant Program of the Companys 1993 Stock
Option/Stock Issuance Plan, see the section below entitled 1993 Stock Option/Stock Issuance Plan.(3)
    
    Mr. George retired from the Companys board of directors on July 18, 2006, the date of
the 2006 Annual Meeting of Stockholders. Director Annual Retainer and Meeting Fees
  1993 Stock Option/Stock Issuance Plan
    15




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##### Table of Contents



Employment Contracts, Termination of Employment Agreements and Change of Control
   Employment Agreement with Mr. Zafiropoulo
     
 
 
 
 
 Employment Agreement with Mr. Wright
  16




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##### Table of Contents



Separation Agreement with Mr. Denzel
  Separation Agreement with Mr. Friedman
  Quantification of Benefits
    17




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##### Table of Contents



Benefits Received Upon Termination in Connection with a Change in Control
 AcceleratedVestingEquityAwards /Lifetime
    
    
    Extension
    
    ContinuedRetiree
    
    
    of Stock
    
    Use ofSalary
    
    Medical
    
    
    Option
    
    Company
    
    Excise TaxExecutive
    
    Continuation
    
    Coverage
    
    
    Term
    
    Automobile
    
    Gross-UpMr. Zafiropoulo
    
    $
    1,110,000
    
    
    $
    458,003
    (1)
    
    
    $
    1,711,876
    (2)
    
    $
    30,000
    
    
    
    Mr. Wright
    
    $
    542,820
    
    
    $
    272,083
    
    
    
    $
    894,907
    (2)
    
    
    
    
    
    
    
 
 (1)
    
    Includes a gross-up payment to cover the taxes attributable to such coverage and any taxes that apply to such gross-up payment.(2)
    
    Represents (i) the intrinsic value of the accelerated vesting of the named executive
officers unvested restricted stock units, based on the $12.48 closing selling price of the
Companys common stock on December 29, 2006 plus (ii) the value of the extension of the option
term of all outstanding options held by the named executive officer on December 31, 2006 from
90 days to 455 days, estimated by using the Black-Scholes option pricing model, in accordance
with the provisions of SFAS 123R. Benefits Received Upon Termination Not in Connection with a Change in Control
 AcceleratedVestingEquityAwards/Lifetime
    
    
    
    
    
    ExtensionRetiree
    
    
    
    
    
    of Stock
    
    Continued UseSalary
    
    Medical
    
    
    
    
    
    Option
    
    of CompanyExecutive
    
    Continuation
    
    Coverage
    
    COBRA
    
    Term
    
    AutomobileMr. Zafiropoulo
    
    $
    555,000
    (1)
    
    $
    458,003
    (1)
    
    
    
    
    
    $
    1,373,868
    (2)
    
    $
    15,000Mr. Wright
    
    $
    271,410
    
    
    
    
    
    
    $
    28,128
    
    
    $
    855,907
    (2)
    
    
    
 
 (1)
    
    Includes a gross-up payment to cover the taxes attributable to such coverage and any taxes that apply to such gross-up payment.(2)
    
Represents (i) the intrinsic value of the accelerated vesting of the named
executive officers unvested restricted stock units, based on the $12.48 closing selling price
of the Companys common stock on December 29, 2006 plus (ii) the value of the extension of the
option term of all outstanding options held by the named executive officer on December 31, 2006
from 90 days to 455 days, estimated by using the Black-Scholes option pricing model, in
accordance with the provisions of SFAS 123R.  AcceleratedVestingEquityAwards/Extensionof StockOptionSalary
    
    
    
    
    
    TermExecutive
    
    Continuation
    
    COBRA
    
    (1)Mr. Denzel
    
    $
    275,000
    
    
    $
    38,090
    
    
    $
    509,482Mr. Friedman
    
    $
    250,000
    
    
    $
    38,090
    
    
    $
    476,403
 
 (1)
    
    Represents (i) the intrinsic value of the accelerated vesting of the named
executive officers unvested restricted stock units, and/or
stock options based on the $12.48 closing selling price
of the Companys common stock on December 29, 2006 plus (ii) the value of the extension of the
option term of all outstanding options held by the named executive officer on December 31,
2006 from 90 days to 455 days, estimated by using the Black-Scholes option pricing model, in
accordance with the provisions of SFAS 123R. 18




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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  ANNUAL REPORT OF THE COMPENSATION COMMITTEE
  
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Equity Compensation Information for Plans or Individual Arrangements with Employees and
Non-Employees
  A
    
    
    B
    
    
    CNumber of SecuritiesRemaining Available forNumber of Securities to
    
    
    
    
    
    
    Future Issuance Underbe Issued upon Exercise
    
    
    Weighted Average
    
    
    Equity Compensationof Outstanding Options,
    
    
    Exercise Price of
    
    
    Plans (ExcludingRestricted Stock Units
    
    
    Outstanding
    
    
    Securities Reflected inPlan Category
    
    and Other Rights(3)
    
    
    Options(4)
    
    
    Column A)(5)Equity Compensation Plans
Approved by Stockholders(1)
    
    
    5,124,522
    
    
    $
    18.13
    
    
    
    1,032,471Equity Compensation Plans Not
Approved by Stockholders(2)
    
    
    1,127,989
    
    
    $
    15.69
    
    
    
    73,418Total
    
    
    6,252,511
    
    
    $
    17.68
    
    
    
    1,105,889
 
 (1)
    
    Consists solely of the Companys 1993 Stock Option/Stock Issuance Plan.(2)
    
    Consists solely of the Companys 1998 Supplemental Stock Option/Stock Issuance Plan.(3)
    
    Includes 144,875 shares subject to restricted stock units that will entitle each
holder to one share of common stock for each unit that vests over the holders period of
continued service with the Company.(4)
    
    Calculated without taking into account the 144,875 shares of common stock subject to
outstanding restricted stock units that will become issuable following the vesting of those
units, without any cash consideration or other payment required for those shares.(5)
    
    As of December 31, 2006, 1,032,471 shares of common stock were available for
issuance under the 1993 Stock Option/Stock Issuance Plan. The 1,032,471 available for issuance
under the 1993 Stock Option/Stock Issuance Plan may be issued upon the exercise of stock
options or stock appreciation rights granted under such plan, or those shares may be issued
under the stock issuance program in effect under such plan through direct stock bonuses or
pursuant to restricted stock awards or restricted stock units which vest upon the attainment
of prescribed performance milestones or the completion of designated service periods. 19




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##### Table of Contents



OWNERSHIP OF SECURITIES
  Shares of Common Stock
    
    Percentage of SharesName and Address of Beneficial Owner(1)
    
    Beneficially Owned
    
    Beneficially Owned(1)Thales Fund Management, LLC (2)
    
    
    3,526,751
    
    
    
    15.17
    %Marek T. Fludzinski
140 Broadway, 45th Floor
New York, NY 10005Tocqueville Asset Management, L.P.(3)
    
    
    2,270,880
    
    
    
    9.77
    %40 West 57th Street, 19th Floor
New York, New York 10019Wells Fargo & Company(4)
    
    
    1,581,174
    
    
    
    6.80
    %Wells Capital Management Incorporated
Wells Fargo Funds Management, LLC
Lowry Hill Investment Advisors, Inc.
420 Montgomery Street
San Francisco, CA 94104Schroder Investment Management North America Inc.(5)
    
    
    1,379,275
    
    
    
    5.93
    %875 Third Avenue, 21nd Floor
New York, NY 10022Barclays Global Investors, NA(6)
    
    
    1,280,565
    
    
    
    5.51
    %Barclays Global Fund Advisors
Barclays Global Investors, Ltd
45 Fremont Street
San Francisco, CA 94105David J. Greene and Company, LLC (7)
    
    
    1,266,914
    
    
    
    5.45
    %599 Lexington Avenue
New York, NY 10022
 20




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##### Table of Contents



Shares of Common Stock
    
    Percentage of SharesName and Address of Beneficial Owner(1)
    
    Beneficially Owned
    
    Beneficially Owned(1)Arthur W. Zafiropoulo(8)
    
    
    2,310,417
    
    
    
    9.57
    %Bruce R. Wright(9)
    
    
    671,211
    
    
    
    2.81
    %John E. Denzel(10)
    
    
    381,630
    
    
    
    1.62
    %Rick Friedman(11)
    
    
    275,000
    
    
    
    1.17
    %Joel Gemunder(12)
    
    
    69,000
    
    
    
    *Rick Timmins(13)
    
    
    68,500
    
    
    
    *Vincent F. Sollitto(14)
    
    
    56,000
    
    
    
    *Nicholas Konidaris(15)
    
    
    56,000
    
    
    
    *Dennis Raney(16)
    
    
    38,000
    
    
    
    *Henri Richard(17)
    
    
    20,000
    
    
    
    *All current directors and executive officers as a
group (10 persons)(18)
    
    
    3,945,758
    
    
    
    15.35
    %
 
 *
    
    Less than one percent of the outstanding Common Stock.(1)
    
    Percentage of ownership is based on 23,251,782 shares of Common Stock issued and
outstanding on March 31, 2007. This percentage also takes into account the Common Stock to
which such individual or entity has the right to acquire beneficial ownership within sixty
(60) days after March 31, 2007, including, but not limited to, through the exercise of options
or pursuant to outstanding restricted stock units; however, such Common Stock will not be
deemed outstanding for the purpose of computing the percentage owned by any other individual
or entity. Such calculation is required by Rule 13d-3(d)(1)(i) under the Securities Exchange
Act of 1934, as amended.(2)
    
    Thales Fund Management, LLC and Marek T. Fludzinski
information is based on their
Schedule 13G, Schedule 13D and Form 4 filed with the Securities and Exchange Commission on
January 11, 2007, March 13, 2007 and March 19, 2007, respectively.(3)
    
    Tocqueville Asset Management, L.P. information based on its Schedule 13G filed with
the Securities and Exchange Commission on February 14, 2007.(4)
    
    Information regarding Wells Fargo & Company, Wells Capital Management Incorporated,
Wells Fargo Funds Management, LLC and Lowry Hill Investment Advisors, Inc. is based on their
Schedule 13G filed with the Securities and Exchange Commission on February 20, 2007.(5)
    
    Information regarding Schroder Investment Management North America Inc. (SIMNA) is
based on its Schedule 13G filed with the Securities and Exchange Commission on February 14,
2007. In that Schedule 13G, SIMNA disclaims beneficial ownership of an additional 10,525
shares held by its affiliate, Schroder Investment Management, Inc.(6)
    
    Information regarding Barclays Global Investors, NA, Barclays Global Fund Advisors
and Barclays Global Investors, Ltd is based on their Schedule 13G filed with the Securities
and Exchange Commission on January 23, 2007.(7)
    
    Information regarding David J. Greene and Company, LLC is based on its Schedule 13G filed
with the Securities and Exchange Commission on February 8, 2007.(8)
    
    Includes 1,320,109 shares held in the name of Arthur W. Zafiropoulo, trustee of the
Separate Property Trust, dated July 20, 1998, for the benefit of Arthur E. Zafiropoulo.
Includes 890,308 shares of the Companys Common Stock subject to options which are currently
exercisable or which will become exercisable within 60 days after March 31, 2007. Also
includes 100,000 shares held in the name of the Zafiropoulo Family Foundation.(9)
    
    Includes 59,711 shares held in the name of the Bruce Wright & Kathryn Wright Living
Trust UA dated 1/3/96. Includes 611,500 shares of the Companys Common Stock subject to
options which are currently exercisable or which will become exercisable within 60 days after
March 31, 2007.(10)
    
    Includes 377,500 shares of the Companys Common Stock subject to options which are currently exercisable or which will become exercisable within 60 days after March 31, 2007.(11)
    
    Includes 275,000 shares of the Companys Common Stock subject to options which are currently exercisable or which will become exercisable within 60 days after March 31, 2007. 21




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##### Table of Contents



(12)
    
    Includes of 68,000 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.(13)
    
    Consists of 56,000 shares of the Companys Common Stock subject to options which are currently
exercisable or which will become exercisable within 60 days after March 31, 2007.(14)
    
    Consists of 56,000 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.(15)
    
    Consists of 56,000 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.(16)
    
    Includes 36,000 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.(17)
    
    Consists of 20,000 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.(18)
    
    Includes 2,448,308 shares of the Companys Common Stock subject to options which are currently
        exercisable or which will become exercisable within 60 days after March 31, 2007.
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   DIRECTOR INDEPENDENCE
  
 Item 14. Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees
  Tax Fees
 22




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##### Table of Contents



All Other Fees
  Financial Information Systems Design and Implementation Fees
    23




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##### Table of Contents



PART IV
 
 ITEM 15. FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND EXHIBITS
 (a)
    
    The following documents are filed as part of this Report on Form 10-K/A
   Exhibit
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
 24




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##### Table of Contents



SIGNATURES
  ULTRATECH, INC.Date: April 30, 2007
    By:
    /s/ ARTHUR ZAFIROPOULOArthur ZafiropouloChairman of the Board of Directors and
Chief Executive Officer  Signature
    
    Title
    
    Date/s/ ARTHUR ZAFIROPOULO

Arthur Zafiropoulo
    
    Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
    
    April 30, 2007/s/ BRUCE WRIGHT

Bruce Wright
    
    Senior Vice President, Finance, Chief Financial
Officer and Secretary (Principal Financial and
Accounting Officer)
    
    April 30, 2007*
    
    Director
    
    April 30, 2007Dennis Raney*
    
    Director
    
    April 30, 2007Rick Timmins*
    
    Director
    
    April 30, 2007Henri P Richard*
    
    Director
    
    April 30, 2007Joel Gemunder*
    
    Director
    
    April 30, 2007Nicholas Konidaris*
    
    Director
    
    April 30, 2007Vincent F. Sollitto
 
 *
    
    Art Zafiropuolo, by signing his name hereto, does sign this document on behalf of the above
noted individuals, pursuant to powers of attorney duly executed by such individuals, which have
been filed with the original Annual Report on Form 10-K filed with the SEC on March 7, 2007.  /s/ ARTHUR ZAFIROPOULO

Arthur Zafiropoulo 

Attorney-in-Fact
    
    Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
    
    April 30, 2007
 25




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    Certification of Chief
Executive Officer Pursuant
to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief
Financial Officer Pursuant
to Section 302 of the
Sarbanes-Oxley Act of 2002