##### 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, 2007
 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: 0-22248
 ULTRATECH, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    94-3169580
(I.R.S. Employer
Identification No.)3050 Zanker Road, San Jose, California
(Address of principal executive offices)
    
    95134
(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
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART 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
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    Position with the CompanyArthur W. Zafiropoulo
    
    
    69
    
    
    Chairman of the Board of Directors and
Chief Executive OfficerJoel F. Gemunder (3)
    
    
    68
    
    
    DirectorNicholas Konidaris (1)(2)
    
    
    63
    
    
    DirectorDennis R. Raney (1)(2)
    
    
    65
    
    
    DirectorHenri Richard (2)(3)
    
    
    49
    
    
    DirectorVincent F. Sollitto, Jr. (2)(3)
    
    
    60
    
    
    DirectorRick Timmins (1)(3)
    
    
    55
    
    
    Director
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Nominating and Corporate Governance Committee(3)
    
    Member of the Compensation Committee 2




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##### Table of Contents



Arthur W. Zafiropoulo
 Joel F. Gemunder
 Nicholas Konidaris
 Dennis R. Raney
 Henri Richard
 3




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##### Table of Contents



Vincent F. Sollitto, Jr
 Rick Timmins
   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CODE OF ETHICS
  AUDIT COMMITTEE
   4




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction.
 Compensation Policy for Executive Officers .
 
 
 
 th th th th
 Comparative Framework.
 Advanced Energy Industries Inc
    
    KLA-Tencor CorpApplied Materials
    
    Kulicke & Soffa Industries IncAsyst Technologies Inc
    
    Mattson Technology IncATMI Inc
    
    MKS Instruments IncAxcelis Technologies Inc
    
    Novellus Systems IncBrooks Automation Inc
    
    Roper Industries IncCymer Inc
    
    Varian Semiconductor Equipment Associates IncGerber Scientific Inc
    
    Veeco InstrumentsGSI Group
  5




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##### Table of Contents



Elements of Compensation .
 Salary .
  Incentive Compensation .
  Tier I
    
    Tier II
    
    Tier IIIRevenue ($ in millions)
    
    
    135
    
    
    
    150
    
    
    
    170Earnings Per Share ($)
    
    
    0.27
    
    
    
    0.54
    
    
    
    1.08
 6




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##### Table of Contents



Name
    
    Performance Goal
    
    Tier I ($)
    
    Tier II ($)
    
    Tier III ($)A. Zafiropoulo
    
    Revenue
    
    
    0
    
    
    
    250,000
    
    
    
    500,000EPS
    
    
    0
    
    
    
    250,000
    
    
    
    500,000B. Wright
    
    Revenue
    
    
    0
    
    
    
    117,500
    
    
    
    235,000EPS
    
    
    0
    
    
    
    117,500
    
    
    
    235,000
    NET INCOME GOAL
 LEVEL OF ATTAINMENT
    
    NET INCOME LEVEL (MILLIONS)
    
    MULTIPLE OF TARGET BONUSMinimum
    
    $
    3.721
    
    
    
    0.25xTier I
    
    $
    7.442
    
    
    
    0.50xTier II
    
    $
    10.813
    
    
    
    0.75xTier III
    
    $
    14.721
    
    
    
    1.0x
 REVENUE GOAL
 LEVEL OF ATTAINMENT
    
    REVENUE LEVEL (MILLIONS)
    
    MULTIPLE OF TARGET BONUSMinimum
    
    $
    98
    
    
    
    0.25xTier I
    
    $
    123
    
    
    
    0.50xTier II
    
    $
    140
    
    
    
    0.75xTier III
    
    $
    160
    
    
    
    1.0x
 Long-Term Incentives .
   7




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##### Table of Contents



Number of Shares Subject toName
    
    Number of Option Shares (#)
    
    Restricted Stock Units (#)A. Zafiropoulo
    
    
    75,000
    
    
    
    75,000B. Wright
    
    
    20,000
    
    
    
    5,000
 th th th th
  Market Timing of Equity Awards
  Officer Employment Agreements.
  8




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##### Table of Contents



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 ValueandNonqualified
    
    AllName
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Deferred
    
    Otherand Principal
    
    
    
    
    
    Salary
    
    Awards
    
    Awards
    
    Compensation
    
    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
    
    
    2007
    
    
    
    555,000
    
    
    
    415,987
    
    
    
    
    
    
    
    
    
    
    
    12,732
    (4)
    
    
    983,7192006
    
    
    
    555,000
    
    
    
    415,987
    
    
    
    
    
    
    
    
    
    
    
    16,978
    
    
    
    987,965Bruce R. Wright, Senior Vice
President, Finance,
Chief Financial
Officer and
Secretary
    
    
    2007
    
    
    
    294,617
    
    
    
    48,000
    
    
    
    1,153
    
    
    
    8
    
    
    
    55,310
    (5)
    
    
    399,0882006
    
    
    
    273,837
    
    
    
    48,000
    
    
    
    24,836
    
    
    
    
    
    
    
    45,422
    
    
    
    392,095
 
 (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 years ended December 31,
2006 and 2007, in accordance with Statement of Financial Accounting Standards
No. 123, as revised (SFAS 123(R)), with respect to stock awards which vested
in those years, including awards granted in earlier years. The reported dollar
amount is based on the grant-date fair value of each such stock award, measured
in terms of the closing price of the Companys common stock on the date of the
award, and does not take into account any estimated forfeitures related to
vesting conditions. For further information concerning such grant-date fair
value, please see footnote 5 to the Companys audited financial statements for
the fiscal year ended December 31, 2007 included in the Companys Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 3,
2008. Neither named executive officer forfeited any stock awards in the 2007
fiscal year. 10




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(3)
    
    The amounts in column (e) reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal years ended December 31,
2006 and 2007, in accordance with SFAS 123(R), with respect to option awards
which vested in those years, including awards granted in earlier years. The
reported dollar amount is based on the grant-date fair value of each such
option award, as determined pursuant to SFAS 123(R), and does not take into
account any estimated forfeitures related to vesting conditions. Assumptions
used in the calculation of such grant-date fair value are included in footnote
5 to the Companys audited financial statements for the fiscal year ended
December 31, 2007 included in the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 3, 2008. Neither of the
named officers forfeited any stock options during the 2007 fiscal year.(4)
    
    Represents (i) a matching contribution made by the Company to the named
executive officers account under the 401(k) Plan in the amount of $2,000 and
(ii) $10,732 attributable to the non-business use of a Company car provided to
Mr. Zafiropoulo.(5)
    
    Represents (i) a matching contribution made by the Company to the named
executive officers account under the 401(k) Plan in the amount of $2,000 and
(ii) $53,310 attributable to the amount accrued by the Company for the 2007
fiscal year with respect to the lifetime retiree health care coverage approved
for Mr. Wright in such year. For further information regarding such benefit,
please see the section entitled Employment Contracts, Termination of
Employment Agreements and Change in Control below. Grants of Plan-Based Awards
  Potential PayoutsUnder Non-Equity IncentivePlan Awards (1)Grant
    
    Threshold
    
    Target
    
    MaximumName
    
    Date
    
    ($)
    
    ($)(2)
    
    ($)(3)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Arthur W. Zafiropoulo
    
    1/29/07
    
    
    
    
    
    
    1,000,000Bruce R. Wright
    
    1/29/07
    
    
    
    
    
    
    470,000
 
 (1)
    
    Reflects the potential amounts payable under the Companys 2007
Management Incentive Plan based on the Companys attainment of certain
revenue and earnings per share goals set at various levels for that
year (namely, Tier I, Tier II and Tier III levels). However, no
amounts were earned under such plan for the 2007 fiscal year because
neither of the 2007 fiscal year goals was attained at the minimum
level (Tier I) required for bonus entitlement under such plan. For
more information regarding the 2007 Management Incentive Plan, please
see the section entitled Incentive Compensation in the Companys
Compensation Discussion and Analysis.(2)
    
    If the level of attainment were above Tier I level but below Tier II
level (please see the section entitled Incentive Compensation in the
Companys Compensation Discussion and Analysis for the Tier II bonus
amount), the bonus potential would be in a dollar amount interpolated
on a straight line basis between $0 (the bonus amount at minimum Tier
I level performance) and the Tier II dollar amount. Similarly, the
bonus potential would be interpolated on a straight line basis if
performance attainment were at a point between the Tier II and maximum
(Tier III) levels.(3)
    
    If the level of attainment were above the maximum (Tier III) level,
then the bonus potential listed for that level would increase based on
the amount by which the maximum goals were exceeded. 2007 Management Incentive Plan
 11




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SFAS 123(R) GrantSFAS 123(R) Grant Date
    
    Number of Shares
    
    Date Fair Value ofNumber of Option
    
    Fair Value of Option
    
    Subject to Restricted
    
    Restricted Stock UnitName
    
    Shares (#)
    
    Grant ($)
    
    Stock Units (#)
    
    Award ($)A. Zafiropoulo
    
    
    75,000
    
    
    
    361,350
    
    
    
    75,000
    
    
    
    724,500B. Wright
    
    
    20,000
    
    
    
    96,360
    
    
    
    5,000
    
    
    
    48,300
   Outstanding Equity Awards at Fiscal Year-End
  12




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Number ofSecurities
    
    
    
    
    
    
    
    Number of
    
    Market ValueUnderlying
    
    
    
    
    
    
    
    Shares or
    
    of Shares orUnexercised
    
    Option
    
    Option
    
    Unitsof Stock
    
    Units of StockOptions (#)
    
    Exercise
    
    Expiration
    
    That Have
    
    That Have NotName
    
    Exercisable
    
    Price($)
    
    Date
    
    Not Vested(#)
    
    Vested ($)(2)(a)
    
    (b)
    
    (e)
    
    (f)
    
    (g)
    
    (h)Arthur W. Zafiropoulo
    
    
    
    
    
    
    
    
    
    
    
    21,668 (1)
    
    
    245,71565,000
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    2,500 (1)
    
    
    28,35030,000
    
    
    
    16.16
    
    
    12/16/201540,000
    
    
    
    14.12
    
    
    1/22/201540,000
    
    
    
    16.01
    
    
    10/19/2014160,000
    
    
    
    21.83
    
    
    7/20/201375,000
    
    
    
    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
    
    
    5/31/200920,000
    
    
    
    16.16
    
    
    4/14/2008
 
 (1)
    
    Reflects the unvested portion of an award of 65,000 and 7,500 restricted stock units
(RSUs) granted under the Companys 1993 Stock Option/Stock Issuance Plan to Mr.
Zafiropoulo and Mr. Wright, respectively, on January 31, 2006. 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 measured from January 1, 2006, 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.(2)
    
    Based on the $11.34 closing price of the Companys common stock on December 31, 2007. 13




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Option Exercises and Stock Vested
  Stock AwardsNumber ofShares Acquired
    
    Value RealizedName
    
    on Vesting (#)
    
    on Vesting ($)(1)(a)
    
    (b)
    
    (c)Arthur W. Zafiropoulo
    
    
    21,666
    
    
    
    245,692Bruce R. Wright
    
    
    2,500
    
    
    
    28,350
 
 (1)
    
    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
    
    
    2,492
    
    
    
    
    
    
    
    8
    (1)
    
    
    
    
    
    
    2,500
 
 (1)
    
    Represents a rate of return for the 2007 fiscal year of approximately
0.3%. The amount in this column is included in the Change in Pension
Value and Nonqualified Deferred Compensation Earnings column of the
Summary Compensation Table and is also included in column (f) of this
table. The amount corresponds to a composite of the actual market
earnings or losses realized by a select group of investment funds
utilized to track the notional investment return on the account
balance for the 2007 fiscal year. The only investment fund so utilized
for the 2007 fiscal year and the rate of return for such fund for such
year was the SLD ING Stock Index (0.3% rate of return). Executive Deferred Compensation Plan
 14




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Executive
    
    Registrant
    
    
    
    
    
    AggregateContributions
    
    Contributions
    
    Aggregate
    
    Withdrawals/
    
    Aggregatein Last FY
    
    in Last FY
    
    Earnings in
    
    Distributions
    
    Balance atName
    
    ($)
    
    ($)
    
    Last FY ($)(1)
    
    ($)
    
    Last FYE ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)Arthur W. Zafiropoulo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    491,385
    (2)Bruce R. Wright
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    56,700
    (3)
 
 (1)
    
    Since no dividends were paid on the Companys outstanding common stock
during the 2007 fiscal year, no amounts were credited to the named
executive officers deferred share account pursuant to the dividend
equivalent rights provided under his outstanding restricted stock
units.(2)
    
    Represents the fair market value of the deferred shares of the
Companys common stock subject to outstanding restricted stock units
that had vested as of December 31, 2007. The amount reported was
calculated by multiplying those vested deferred shares by the $11.34
per share closing price of the common stock on December 31, 2007. Mr.
Zafiropoulo was credited with 43,332 vested deferred shares as of
December 31, 2007. $831,974 of compensation cost under SFAS 123R has
previously been reported with respect to those deferred shares in the
Stock Award column of the Summary Compensation Tables for the 2006 and
2007 fiscal years. The deferred shares had an aggregate grant date
fair value of $1,248,000.(3)
    
    Represents the fair market value of the deferred shares of the
Corporations common stock subject to outstanding restricted stock
units that had vested as of December 31, 2007. The amount reported
was calculated by multiplying those vested deferred shares by the
$11.34 per share closing price of the common stock on December 31,
2007. Mr. Wright was credited with 5,000 vested deferred shares as of
December 31, 2007. $96,000 of compensation cost under SFAS 123R has
previously been reported with respect to those deferred shares in the
Stock Award column of the Summary Compensation Tables for the 2006 and
2007 fiscal years. The deferred shares had an aggregate grant date
fair value of $144,000. Compensation of Directors
  Fees Earned orPaid in Cash
    
    Option Awards
    
    Stock AwardsName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Total ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Joel F. Gemunder
    
    
    49,000
    
    
    
    29,685
    
    
    
    24,064
    
    
    
    102,749Nicholas Konidaris
    
    
    48,000
    
    
    
    29,685
    
    
    
    24,064
    
    
    
    101,749Rick Timmins
    
    
    66,625
    
    
    
    29,685
    
    
    
    24,064
    
    
    
    120,374Dennis R Raney
    
    
    48,875
    
    
    
    30,608
    
    
    
    24,064
    
    
    
    103,547Henri Richard
    
    
    45,000
    
    
    
    80,008
    
    
    
    24,064
    
    
    
    149,072Vincent F. Sollitto
    
    
    56,500
    
    
    
    29,685
    
    
    
    24,064
    
    
    
    110,249
 
 (1)
    
    Represents cash retainer fees for serving on our Board and committees of the Board
and fees for attending meetings of the Board or Board committees.(2)
    
    The amounts shown reflect the compensation expense recognized for financial
statement reporting purposes for the 2007 fiscal year, in accordance with SFAS 123(R), with
respect to stock option grants made to such Board members in the 2007 fiscal year or in prior
fiscal years. The SFAS 123(R) compensation expense is based on the grant-date fair value of
each such option grant and does not take into account any estimated forfeitures related to
service-based vesting conditions. Assumptions used in the calculation of the SFAS 123(R)
grant-date fair value of each option grant are set forth in Note 5 to our Consolidated
Financial Statements for the 2007 fiscal year included in our Annual Report on Form 10-K for
such fiscal year. The following table shows for each named individual (a) the grant date of
each of his option awards during the 2007 fiscal year, (b) the exercise price, (c) the
grant-date fair value of that option (as calculated in accordance with SFAS 123(R)) and (d)
the aggregate number of shares subject to all outstanding options held by that individual as
of December 31, 2007: 15




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Number of Sharesof Common StockSubject to AllSFAS 123(R)
    
    OutstandingOption Grant
    
    
    
    
    
    Grant-date Fair
    
    Options Held as ofName
    
    Date
    
    Exercise Price
    
    Value
    
    December 31, 2007Joel F. Gemunder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000Nicholas Konidaris
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000Rick Timmins
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000Dennis R Raney
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,000Henri Richard
    
    
    2/5/07
    
    
    $
    11.96
    
    
    $
    45,360
    
    
    
    20,000Vincent F. Sollitto
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000
 
 (3)
    
    Represents the compensation expense recognized in our financial statements for the
2007 fiscal year, in accordance with the SFAS 123(R), with respect to restricted stock unit
awards covering 5,000 shares of the Companys common stock made during the 2007 fiscal year to
each of the following Board members pursuant to the automatic grant program in effect under
the 1993 Plan: Messrs. Raney, Richard, Gemunder, Konidaris, Sollitto and Timmins. The SFAS
123(R) grant-date fair value for such 5,000 share award was $63,100, based on the fair market
value of our common stock on the award date and was not reduced to take into account any
estimated forfeitures related to service-based vesting conditions. The non-employee Board
members did not hold any other restricted stock or restricted stock unit awards as of December
31, 2007. The following table shows for each named individual (a) the grant date of his
restricted stock unit award during the 2007 fiscal year, (b) the grant-date fair value of that
award (as calculated in accordance with SFAS 123(R)); and (c) the aggregate number of shares
subject to all outstanding restricted stock units held by that individual as of December 31,
2007: Number of Sharesof Common StockSubject to AllOutstandingRestricted StockSFAS 123(R)
    
    Units Held as ofGrant-Date Fair
    
    December 31, 2007Name
    
    Award Date
    
    Value ($)
    
    (#)Joel F. Gemunder
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000Nicholas Konidaris
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000Rick Timmins
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000Dennis R Raney
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000Henri Richard
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000Vincent F. Sollitto
    
    
    7/24/07
    
    
    
    63,100
    
    
    
    5,000
 Director Annual Retainer and Meeting Fees
 16




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##### Table of Contents



1993 Stock Option/Stock Issuance Plan
        17




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##### Table of Contents



Employment Contracts, Termination of Employment Agreements and Change of Control
     Mr. Zafiropoulo
      
 
 
 
 18




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##### Table of Contents




 Mr. Wright
     Quantification of Benefits
     19




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##### Table of Contents



Benefits Received Upon Termination in Connection with a Change in Control
 Lifetime
    
    AcceleratedRetiree
    
    VestingMedical
    
    EquityCoverage
    
    Awards /
    
    Continued(including
    
    Extension of
    
    Use of
    
    Excisetax gross-
    
    Stock
    
    Corporate
    
    TaxSalary
    
    up for Mr.
    
    Option
    
    Automobile
    
    Gross-UpExecutive
    
    Continuation ($)
    
    Zafiropoulo)($)
    
    Term
    
    ($)
    
    ($)Mr. Zafiropoulo
    
    
    1,100,000
    
    
    
    484,568
    (1)
    
    
    1,121,052
    (2)
    
    
    21,464
    
    
    
    0Mr. Wright
    
    
    590,000
    
    
    
    288,136
    
    
    
    668,880
    (2)
    
    
    
    
    
    
    
 
 (1)
    
    Includes a gross-up payment to Mr. Zafiropoulo 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 $11.34 closing price per share of the Companys common stock on
December 31, 2007, plus (ii) the value of the extension of the option
term of all outstanding options held by the named executive officer on
December 31, 2007 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
 Lifetime
    
    
    
    
    
    AcceleratedRetiree
    
    
    
    
    
    Vesting of
    
    ContinuedMedical
    
    
    
    
    
    Stock Options
    
    Use ofSalary
    
    Coverage
    
    
    
    
    
    and other
    
    CorporateContinuation
    
    (including tax
    
    
    
    
    
    Equity
    
    AutomobileExecutive
    
    ($)
    
    gross-up) ($)
    
    COBRA ($)
    
    Awards ($)
    
    ($)Mr. Zafiropoulo
    
    
    555,000
    
    
    
    484,568
    (1)
    
    
    
    
    
    
    1,059,612
    (2)
    
    
    10,732Mr. Wright
    
    
    295,000
    
    
    
    
    
    
    
    18,705
    
    
    
    661,792
    (2)
    
    
    
 
 (1)
    
    Includes a gross-up payment to Mr. Zafiropoulo 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 $11.34 closing price per share of the Companys common stock on
December 31, 2007 plus (ii) the value of the extension of the option
term of all outstanding options held by the named executive officer on
December 31, 2007 from 90 days to 455 days, estimated by using the
Black-Scholes option pricing model, in accordance with the provisions
of SFAS 123R.  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  20




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##### Table of Contents



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)
    
    
    4,415,187
    
    
    $
    17.99
    
    
    
    1,627,468Equity Compensation Plans Not
Approved by Stockholders(2)
    
    
    1,133,756
    
    
    $
    15.03
    
    
    
    28,913Total
    
    
    5,548,943
    
    
    $
    17.36
    
    
    
    1,656,381
 
 (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 172,166 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 172,166 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, 2007, 1,627,468 shares of common stock were available for
issuance under the 1993 Stock Option/Stock Issuance Plan. Such shares may be issued under the
1993 Stock Option/Stock Issuance Plan upon the exercise of stock options or stock appreciation
rights granted under such plan, or the 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.   21




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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)Temujin Holdings Ltd. (2)
    
    
    3,976,751
    
    
    
    17.0
    %Thales Fund Management, LLCMarek T. Fludzinski140 Broadway, 45th FloorNew York, NY 10005Tocqueville Asset Management, L.P. (3)
    
    
    3,259,124
    
    
    
    13.9
    %40 West 57th Street, 19th FloorNew York, New York 10019Artisan Partners Limited Partnership (4)
    
    
    2,489,200
    
    
    
    10.7
    %Artisan Investment CorporationZFIC, Inc.Andrew A. ZieglerCarlene M. ZieglerArtisan Funds, Inc.875 East Wisconsin Avenue, Suite 800Milwaukee, WI 53202David J. Greene and Company, LLC (5)
    
    
    1,746,944
    
    
    
    7.5
    %599 Lexington AvenueNew York, NY 10022Wells Fargo & Company (6)
    
    
    1,448,522
    
    
    
    6.2
    %Wells Capital Management IncorporatedWells Fargo Funds Management, LLCLowry Hill Investment Advisors, Inc.420 Montgomery StreetSan Francisco, CA 94104Barclays Global Investors, NA (7)
    
    
    1,262,173
    
    
    
    5.4
    %Barclays Global Fund AdvisorsBarclays Global Investors, Ltd45 Fremont StreetSan Francisco, CA 94105Seasons Capital Management, LLC (8)
    
    
    1,254,857
    
    
    
    5.4
    %50 California Street, Suite 2750San Francisco, CA 94111Arthur W. Zafiropoulo (9)
    
    
    2,310,417
    
    
    
    9.9
    %Bruce R. Wright (10)
    
    
    671,211
    
    
    
    2.9
    %Joel Gemunder (11)
    
    
    57,000
    
    
    
    *Rick Timmins (12)
    
    
    68,500
    
    
    
    *Vincent F. Sollitto (13)
    
    
    56,000
    
    
    
    *Nicholas Konidaris (14)
    
    
    56,000
    
    
    
    *Dennis Raney (15)
    
    
    38,000
    
    
    
    *Henri Richard (16)
    
    
    16,000
    
    
    
    *All current directors and executive officers as a
group (8 persons) (17)
    
    
    3,273,128
    
    
    
    14.0
    %
 22




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##### Table of Contents



*
    
    Less than one percent of the outstanding Common Stock.(1)
    
    Percentage of ownership is based on 23,371,055 shares of Common Stock issued and outstanding
on March 31, 2008. 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, 2008, 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)
    
    Temujin Holdings, Ltd. (Temujin), Thales Fund Management, LLC (Thales) and Marek T.
Fludzinski information is based on their Schedule 13D filed with the Securities and Exchange
Commission on February 6, 2008. According to the Schedule 13D, Thales and Marek T. Fludzinski
disclaim beneficial ownership of the shares held by Temujin. Thales is the investment manager
for Temujin, and in its capacity as investment manager, has sole power to vote and dispose of
the shares owned by Temujin. Marek T. Fludzinski is a principal of Thales.(3)
    
    Tocqueville Asset Management, L.P. information based on its Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2008.(4)
    
    Information regarding Artisan Partners Limited Partnership, Artisan Investment Corporation,
ZFIC, Inc., Andrew A. Ziegler, Carlene M. Ziegler and Artisan Funds, Inc. is based on their
Schedule 13G filed with the Securities and Exchange Commission on March 7, 2008. According to
the Schedule 13G, Artisan Funds, Inc. has beneficial ownership over 1,304,100 shares, and the
remaining investors have beneficial ownership over 2,489,200 shares, including the shares held
by Artisan Funds, Inc.(5)
    
    Information regarding David J. Greene and Company, LLC is based on its Schedule 13G filed
with the Securities and Exchange Commission on January 25, 2008.(6)
    
    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 8, 2008.(7)
    
    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 February 5, 2008.(8)
    
    Information regarding Seasons Capital Management, LLC is based on its Schedule 13G filed with
the Securities and Exchange Commission on February 14, 2008.(9)
    
    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 W. 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, 2008. Also
includes 100,000 shares held in the name of the Zafiropoulo Family Foundation.(10)
    
    Includes 59,711 shares held in the name of the Bruce Wright & Kathryn Wright Living Trust UA
dated January 3, 1996. 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, 2008.(11)
    
    Includes 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, 2008.(12)
    
    Includes 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, 2008.(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, 2008.(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, 2008.(15)
    
    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, 2008.(16)
    
    Consists of 16,000 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, 2008.(17)
    
    Includes 1,777,808 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, 2008. 23




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##### Table of Contents



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
  All Other Fees
    24




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##### Table of Contents



PART IV
 
 ITEM 15. FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND EXHIBITS
    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
 25




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##### Table of Contents



SIGNATURES
  ULTRATECH, INC.Date:      April 29, 2008
    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 29, 2008/s/ BRUCE WRIGHT

Bruce Wright
    
    Senior Vice President, Finance, Chief Financial
Officer and Secretary (Principal Financial and
Accounting Officer)
    
    April 29, 2008*

Dennis Raney
    
    Director
    
    April 29, 2008*

Rick Timmins
    
    Director
    
    April 29, 2008*

Henri P Richard
    
    Director
    
    April 29, 2008*

Joel Gemunder
    
    Director
    
    April 29, 2008*

Nicholas Konidaris
    
    Director
    
    April 29, 2008*

Vincent F. Sollitto
    
    Director
    
    April 29, 2008
 
 *
    
    Art Zafiropoulo, 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 3, 2008.  /s/ ARTHUR ZAFIROPOULO

Arthur Zafiropoulo
Attorney-in-Fact
    
    Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
    
    April 29, 2008
 26




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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