**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/A**

**x****  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

**For theyear ended December 31, 2006**

**OR**

**o****  TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

**Commission file number 0-22384**

**MICROCOMPONENT TECHNOLOGY, INC.**

(Exact name of registrant asspecified in its charter)

| **Minnesota**                                                         |   | **41-0985960**                          |
|-----------------------------------------------------------------------|--------|-----------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer    Identification No.) |

 

**2340 West County Road C, St. Paul, Minnesota 55113**

(Address of principalexecutive offices)

Registrant’s telephonenumber, including area code**(651) 697-4000**

Securities registered pursuant to Section 12(b) of the Act: **None**

Securities registered pursuant to Section 12(g) of the Act:

**COMMON STOCK, $.01 PAR VALUE**

(Title of Class)

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o  No  x

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) of theAct.  Yes  o  No  x

Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months, and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes  x  No  o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):
| Large Accelerated Filer o |   | Accelerated Filer o |   | Non-Accelerated Filer x |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes   o  No  x

The aggregate market value of the common stock heldby non-affiliates of the Registrant as of July 1, 2006 (the business day of theRegistrant’s most recently completed second fiscal quarter), was $14.1 millionbased upon the closing price of $0.51 on that date for the shares.

Number of shares outstanding of the Registrant’sCommon stock, as of April 30, 2007, is 36,665,322.

 

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**EXPLANATORY NOTE**

This form 10-K/A is being filed by the Company for thepurpose of including the information required by Items 10-14 of Part III.  The Form 10-K as originally filedincorporated this information by reference from the definitive proxy statement.  Due to a delay in filing the definitive proxystatement, it will not be filed by the April 30, 2007 deadline forincorporation by reference.  Therefore,the Part III information is being included herein.  Also included are the required certifications.

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**TABLE OF CONTENTS**
| **PART III** |      |                                                                                              |   |
|--------------|-----------|---------------------------------------------------------------------------------------------------|--------|
| ** **   |      |                                                                                              |   |
|         | ITEM 10.  | Directors,  Executive Officers and Corporate Governance                                           |   |   |
|         |      |                                                                                              |   |   |
|         | ITEM 11.  | Executive Compensation                                                                            |   |   |
|         |      |                                                                                              |   |   |
|         | ITEM 12.  | Security  Ownership of Certain Beneficial Owners and Management and Related  Stockholders Matters |   |   |
|         |      |                                                                                              |   |   |
|         | ITEM 13.  | Certain  Relationships and Related Transactions, and Director Independence                        |   |   |
|         |      |                                                                                              |   |   |
|         | ITEM 14.  | Principal  Accountant Fees and Services                                                           |   |   |
|         |      |                                                                                              |   |   |
|         | ITEM  15. | Exhibits                                                                                          |   |   |

 

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**PART III**

**ITEM10.  Directors, Executive Officers and Corporate Governance**

**Directors**

Thenames and ages of the current directors, their current positions with theCompany, and the year each first became a director are as follows:
| **Name and Age**         | ** ** | **Position**                                                                       | ** ** | **Director Since** |
|--------------------------|------------|------------------------------------------------------------------------------------|------------|--------------------|
| ** **               | ** ** | ** **                                                                         | ** ** | ** **         |
| Roger E. Gower, 66       |       | Chairman of the Board, President, Chief Executive  Officer, Secretary and Director |       | 1995               |
|                     |       |                                                                               |       |               |
| Patrick Verderico, 63    |       | Director                                                                           |       | 1992               |
|                     |       |                                                                               |       |               |
| David M. Sugishita, 59   |       | Director                                                                           |       | 1994               |
|                     |       |                                                                               |       |               |
| Donald R. VanLuvanee, 62 |       | Director                                                                           |       | 1995               |
|                     |       |                                                                               |       |               |
| Donald J. Kramer, 74     |       | Director                                                                           |       | 1997               |

 

**BusinessExperience of Directors**

*Roger Gower* joined the Company as Chairmanof the Board, President, Chief Executive Officer and Director in April 1995.Prior to that time, Mr. Gower was employed by Datamedia Corporation ofNashua, New Hampshire, a network and PC security software development company,where he served as President and Chief Executive Officer from 1991.  Prior to 1991 he was President and Chief ExecutiveOfficer of Intelledex, Inc., a Corvallis, Oregon-based manufacturer ofrobotic and automation systems for the semiconductor and disk drivemanufacturing industries.  Earlier in hiscareer, Mr. Gower served as President of Qume, a $200 million printermanufacturer and wholly owned subsidiary of ITT, and as a general manager withTexas Instruments.  Mr. Gower holdsa BS degree in Electrical Engineering.

*Patrick Verderico* has been a director ofthe Company since December 1992. From January 2001 to January 2003, he was Chief FinancialOfficer of Ubicom, an Internet processor and software company.  He is currently retired from thatposition.  From July 1997 toNovember 2000, he was President and Chief Executive Officer of OSEUSA, Inc. (formerly known as Integrated Packaging Assembly Corporation), asemiconductor-packaging foundry.  FromApril 1997 to July 1997, he was Executive Vice President and ChiefOperating Officer of that corporation. Prior to 1997, Mr. Verderico held various executive positions withMaxtor, Creative Technology, Cypress Semiconductor, Philips Semiconductors, andNational Semiconductor. Mr. Verderico is a Certified Public Accountant and a former partnerof Coopers & Lybrand (now known as PricewaterhouseCoopers).  He is also a director of PLXTechnology, Inc.

*David M. Sugishita* became a director ofthe Company in August 1994. In December of 2003, Mr. Sugishitajoined Peregrine Systems as Executive Vice President, Special Projects. From 

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January 2002to April 2003, Mr. Sugishita served as Executive Vice President andChief Financial Officer of Sonic Blue, Inc. From October 2000 toMarch 2001, Mr. Sugishita was Executive Vice President and ChiefFinancial Officer of RightWorks Corporation. From July 1997 toFebruary 2000 he was Senior Vice President and Chief Financial Officer ofSynopsys, Inc., an electronic design automation company.  From August 1995 through June 1997,he was Senior Vice President and Chief Financial Officer of Actel Corporation,a manufacturer of field programmable gate arrays devices.  Mr. Sugishita is also a director ofDitech Communications and Atmel.

*Donald R. VanLuvanee*became a director ofMCT****in November 1995 and iscurrently retired.  He was the Presidentand Chief Executive Officer of Electro Scientific Industries, Inc., acompany that designs and manufactures sophisticated manufacturing equipment forthe worldwide electronics industry from 1992 to 2002.  From 1991 to July 1992, he was Presidentand Chief Executive Officer of Mechanical Technology Incorporated, a supplierof contract research and development services and a manufacturer oftechnologically advanced equipment.  Heis also a director of FEI Corporation, AirAdvice Corporation and Display Tech,Inc.

*Donald J. Kramer*was appointed to theboard in February 1997.  He was alsoa director of MCT****from 1986 to1990, and from 1991 through 1995. He is currently a private investor. Until1996, and for more than five years, he was a principal of TA Associates, aprivate equity capital firm located in Boston, Massachusetts.  He is also a director of InsigniaSystems, Inc.

Directors serveuntil the next annual meeting of the shareholders at which their successors areelected, or until their prior resignation, removal or incapacity.  All of the current directors, except for Mr.Gower, are independent as that term is defined in the Nasdaq Listing Standards.

**Audit Committee**

TheAudit Committee recommends the selection of the Company’s independentaccountants, approves the services performed by such accountants, and reviewsand evaluates the Company’s financial and reporting systems and the adequacy ofinternal controls for compliance with corporate guidelines.  The Audit Committee also reviews and approvesall related-party transactions.  Themembers of the Audit Committee are Donald J. Kramer, Donald R. VanLuvanee andPatrick Verderico, each of whom is independent, as that term is defined in theNASD listing standards. Mr. Verderico has been designated by the Board as the AuditCommittee’s financial expert, as that term is defined by rules of theSecurities and Exchange Commission (“SEC”).

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**ExecutiveOfficers**

Thenames and ages of the executive officers, their current positions with theCompany, and their years of appointment are as follows:
| **Name and Age**      | ** ** | **Position**                                                                       | ** ** | **Officer Since** |
|-----------------------|------------|------------------------------------------------------------------------------------|------------|-------------------|
| ** **            | ** ** | ** **                                                                         | ** ** | ** **        |
| Roger E. Gower, 66    |       | Chairman of the Board, President, Chief Executive  Officer, Secretary and Director |       | 1995              |
|                  |       |                                                                               |       |              |
| Richard S. Sidell, 63 |       | Chief Technology Officer                                                           |       | 2001              |
|                  |       |                                                                               |       |              |
| Jesse DeGennaro, 65   |       | Vice President of World Wide Sales                                                 |       | 2005              |
|                  |       |                                                                               |       |              |
| BachThuy T. Vo, 39    |       | Interim Chief Financial Officer                                                    |       | 2005              |
|                  |       |                                                                               |       |              |
| Lori Faber, 44        |       | Vice President of Finance                                                          |       | 2006              |

 

Thebusiness experience of Mr. Gower is described above.

*Richard S. Sidell* was appointed ChiefTechnology Officer of the Company effective August 15, 2001.  He joined the Company in January 2000, whenthe Company acquired Aseco Corporation. From September 1988 until January 2000, he was Vice President and ChiefTechnologist at Aseco.  For the ten prioryears, he worked at Electro Scientific Industries, Inc., and a companyacquired by ESI, in several engineering and management positions, and wasinvolved in the development of laser memory repair equipment for thesemiconductor industry.  He was formerlyon the faculty at MIT, and holds a doctoral degree in Mechanical Engineeringfrom MIT.

*JesseDeGennaro* was appointed Vice President of World Wide Sales ofthe Company in August 2005.  Prior tojoining the Company, he was Vice President of Sales & Marketing for DymatixAutomation Systems from 1999 to 2005.

*BachThuy T. Vo, CPA*, is Interim ChiefFinancial Officer under an agency contract while the Board seeks a permanentreplacement. Mr. Vo was the full-time Chief Financial Officer of CyberpowerSystems (USA), Inc. from August 2003 until joining MCT in December 2005.  From September 2002 though August 2003, heserved as Controller / Director of Special Projects for Softbrands, Inc.  From March 2001 through August 2002, heserved as Corporate Controller for Makemusic, Inc.  From October 1999 through March 2001, heserved as Controller for Cyberpower Systems (USA), Inc.

*LoriFaber* has been with the Company since 1988.  She was appointed Vice President of Financeeffective April 30, 2006.  From January2004 until April 2006, she served as Corporate Controller.  From March 2002 until January 2004, sheserved as Manager of Financial Compliance and 

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Reporting.  Prior to 2002, she served in various otherfinancial and accounting positions with the Company.

Executiveofficers serve indefinite terms which expire when their successors areappointed, or until their prior resignation, removal or incapacity.

**Codeof Ethics**

The Board has adopted a Code of Ethics that applies tothe Company’s directors, officers, employees, consultants and advisors.  The Code requires honest and ethical conduct,compliance with applicable laws and regulations, avoidance of conflicts ofinterest, accurate disclosures to the SEC, and prompt reporting of violationsof the Code, among other things.  A copyof the Code has been filed with the SEC.

**Section16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) ofthe Securities Exchange Act of 1934 requires directors, officers andten-percent shareholders to file initial reports of beneficial ownership andreports of changes in beneficial ownership with the Securities and ExchangeCommission.  Such persons are alsorequired to furnish the Company with copies of allSection 16(a) forms they file. Based solely on a review of the copies of such forms furnished to theCompany, and written representations from such persons, the Company believesthat all Section 16(a) filing requirements applicable to itsdirectors, officers and ten-percent shareholders were complied with for theyear ended December 31, 2006.

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**ITEM 11.  Executive Compensation**

### **SummaryCompensation Table**

Thefollowing table contains summary information concerning compensation paid bythe Company for the fiscal year ended December 31, 2006, to the CEO, CFO andeach other executive officer whose total compensation exceeded $100,000:
| Name and Position          | ** ** | **Year** | ** ** | **Salary** | ** ** | **Commission** | ** ** | **Bonus** | ** ** | **Option  Awards** | ** ** | **All Other  Compensation**(1) | ** ** | **Total** | ** ** |
|--------------------------------------|------------|----------|------------|------------|------------|----------------|------------|-----------|------------|--------------------|------------|-------------------------------------|------------|-----------|------------|
|                                 |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| Roger E. Gower                       |       | 2006     |       | $          | 280,000    |           | $          | —    |       | $                  | —     |                                | $          | —    |       | $ | 10,200 |   | $ | 290,200 |   |
| Chairman, President, CEO  &      |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| Secretary                            |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
|                                 |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| Richard S. Sidell                    |       | 2006     |       | $          | 160,000    |           | $          | —    |       | $                  | —     |                                | $          | —    |       | $ | — |   | $ | 160,000 |   |
| Chief Technical Officer              |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
|                                 |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| BachThuy T. Vo                       |       | 2006     |       | $          | 113,304    |           | $          | —    |       | $                  | —     |                                | $          | —    |       | $ | — |   | $ | 113,304 |   |
| Interim Chief Financial  Officer (2) |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
|                                 |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| Jesse DeGennaro                      |       | 2006     |       | $          | 103,848    |           | $          | 76,927    |       | $                  | —     |                                | $          | —    |       | $ | — |   | $ | 180,775 |   |
| Vice President, Sales                |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
|                                 |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |
| Steve Miller                         |       | 2006     |       | $          | 109,029    |           | $          | —    |       | $                  | —     |                                | $          | —    |       | $ | 1,200 |   | $ | 110,229 |   |
| Vice President, Operations  (3)      |       |     |       |       |       |           |       |      |       |               |       |                                |       |      |       |

 

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(1)          Includes automobile related costs.

(2)          Consistsof amounts paid to contract agency.

(3)          EffectiveJanuary 1, 2007, Mr. Miller no longer serves as an executive officer.

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**OutstandingEquity Awards at Fiscal 2006 Year-End**

The followingtable sets forth certain information concerning equity awards to the namedexecutive officers at December 31, 2006.
|                   | ** ** | **Option Awards** | ** ** |
|-------------------|------------|------------------------|------------|
| **Name**          | ** ** | **Grant Date**    | ** ** | **Number of   Securities   Underlying  Unexercised   Options   Exercisable** | ** ** | **Number of   Securities   Underlying   Unexercised   Options   Unexercisable** | ** ** | **Option   Exercise   Price** | ** ** | **Option   Expiration   Date** | ** ** |
|              |       |                   |       |   |   |   |   |   |   |   |   |
| Roger E. Gower    |       | 02/24/2005             |       | 277,777 |   | — |   | $ | 0.36 |   | 02/24/2015 |   |
|                   |       | 02/24/2005             |       | 22,223 |   | — |   | $ | 0.36 |   | 02/24/2015 |   |
|              |       |                   |       |   |   |   |   |   |   |   |   |
| Richard S. Sidell |       | 10/13/1998             |       | 15,825 |   | — |   | $ | 1.19 |   | 10/13/2008 |   |
|                   |       | 05/11/1999             |       | 12,660 |   | — |   | $ | 1.28 |   | 05/11/2009 |   |
|                   |       | 10/31/2002             |       | 15,000 |   | — |   | $ | 0.69 |   | 10/31/2012 |   |
|                   |       | 06/25/2003             |       | 100,000 |   | — |   | $ | 0.90 |   | 6/24/2013 |   |
|              |       |                   |       |   |   |   |   |   |   |   |   |
| Jesse DeGennaro   |       | 09/22/2005             |       | 150,000 |   | — |   | $ | 0.16 |   | 9/22/2015 |   |
|              |       |                   |       |   |   |   |   |   |   |   |   |
| Steve Miller      |       | 04/15/2004             |       | 20,000 |   | — |   | $ | 1.49 |   | 04/15/2014 |   |
|                   |       | 02/24/2005             |       | 50,000 |   | — |   | $ | 0.36 |   | 02/24/2015 |   |
|              |       |                   |       |   |   |   |   |   |   |   |   |
| Lori Faber        |       | 09/07/2000             |       | 2,000 |   | — |   | $ | 7.75 |   | 09/07/2010 |   |
|                   |       | 08/28/2001             |       | 1,000 |   | — |   | $ | 2.73 |   | 08/28/2011 |   |
|                   |       | 10/31/2002             |       | 1,750 |   | — |   | $ | 0.69 |   | 10/31/2012 |   |

 

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**2006Option Exercises**

The following table setsforth certain information concerning options exercised by the named executiveofficers for the year ended December 31, 2006.
|                    | ** ** | **Option Awards**                                           | ** ** |
|--------------------|------------|------------------------------------------------------------------|------------|
| **Name**           | ** ** | **Number Of Shares  Acquired On   Exercise** | ** ** | **Value   Realized On   Exercise** | ** ** |
|               |       |                                                             |       |   |   |
| Roger E. Gower     |       | —                                                           |       | — |   |
|               |       |                                                             |       |   |   |
| Richard S.  Sidell |       | —                                                           |       | — |   |
|               |       |                                                             |       |   |   |
| Jesse DeGennaro    |       | —                                                           |       | — |   |
|               |       |                                                             |       |   |   |
| Steve Miller       |       | —                                                           |       | — |   |

 

**Agreementswith Officers**

EffectiveMarch 28, 1995, the Company entered into an Employment Agreement withMr. Gower.  The current agreementmay be terminated by either party with 60 days prior written notice.  The agreement will also terminate upon thedeath, disability or breach of the agreement by Mr. Gower.  In the event Mr. Gower’s employment isterminated by the Company with 60 days prior written notice, the Company willcontinue to pay Mr. Gower his then current base salary for 12 monthsthereafter.

**Compensation of Directors**

From2002 through 2006, directors did not receive any fees except for reimbursementof out of pocket expenses.  Beginning in2007, each outside director will receive an annual retainer of $25,000 paidquarterly.  In addition, each person whobecomes an outside director of the Company is automatically granted an optionto purchase 10,000 shares of Common Stock under the Stock Option Plan forOutside Directors.  Each outside directoris also automatically granted an option to purchase 10,000 shares of CommonStock upon each re-election as a director, or on the anniversary of the prioryear’s grant in any year in which there is no meeting of the shareholders atwhich directors are elected.  The optionprice for each option granted under the Plan is the fair market value of theCommon Stock on the date the option is granted. All options granted under the Plan become exercisable in 50 percentincrements on the first and second anniversaries of the date of grant.  The options must be exercised within tenyears after the date of grant or, if earlier, within 12 months after thedirector ceases being a director. However, a director who voluntarily declines to stand for re-electionafter the age of 60 shall not be required to exercise his or her options withinone year, and shall continue to vest in his or her options after ceasing to bea director.  Directors who are employeesof the Company receive no compensation for their services as directors.

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The followingtable summarizes the compensation paid by the Company to non-employee directorsfor the fiscal year ended December 31, 2006.
| Name (1)         | ** ** | **Fees   Earned or   Paid in   Cash** | ** ** | **Option  Awards  (2)** | ** ** | **All Other   Compensation  (3)** | ** ** | **Total** | ** ** |
|-----------------------|------------|----------------------------------------------------------------|------------|-------------------------|------------|---------------------------------------------|------------|-----------|------------|
|                  |       |                                                           |       |                    |       |                                        |       |      |       |
| Patrick  Verderico    |       | $                                                              | —     |                    | $          | 1,009                                       |       | $         | 4,800      |   | $ | 5,809 |   |
|                  |       |                                                           |       |                    |       |                                        |       |      |       |
| David M.  Sugishita   |       | $                                                              | —     |                    | $          | 1,009                                       |       | $         | —     |   | $ | 1,009 |   |
|                  |       |                                                           |       |                    |       |                                        |       |      |       |
| Donald R.  VanLuvanee |       | $                                                              | —     |                    | $          | 1,009                                       |       | $         | —     |   | $ | 1,009 |   |
|                  |       |                                                           |       |                    |       |                                        |       |      |       |
| Donald J Kramer       |       | $                                                              | —     |                    | $          | 1,009                                       |       | $         | —     |   | $ | 1,009 |   |

 

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(1)   Roger E. Gower,the Company’s President and Chief Executive Officer, is not included in thistable as he is an employee of the Company and thus received no compensation forhis service as a director.

(2)   Valuationis based on the stock-based compensation expense which the Company recognizedduring 2006 for financial statement purposes under FAS 123(R) for awardsgranted in 2006 and prior years utilizing assumptions discussed in Note 8 tothe Company’s financial statements for the year ended December 31, 2006, butdisregarding the estimate of forfeitures.

(3)   Consistsof amount paid for consulting services.

The followingtable shows the aggregate number of shares underlying outstanding stock optionsheld by the Company’s non-employee directors as of December 31, 2006.
| Name                  | ** ** | **Shares Underlying  Outstanding Stock  Option Awards** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
|-----------------------|------------|------------------------------------------------------------------------|------------|-----------------|------------|-------------------|------------|
|                  |       |                                                                   |       |            |       |              |       |
| Patrick  Verderico    |       | 75,000                                                                 |       | 60,000          |       | 15,000            |       |
|                  |       |                                                                   |       |            |       |              |       |
| David M.  Sugishita   |       | 80,000                                                                 |       | 65,000          |       | 15,000            |       |
|                  |       |                                                                   |       |            |       |              |       |
| Donald R.  VanLuvanee |       | 90,000                                                                 |       | 75,000          |       | 15,000            |       |
|                  |       |                                                                   |       |            |       |              |       |
| Donald J. Kramer      |       | 100,000                                                                |       | 85,000          |       | 15,000            |       |

 

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The followingtable shows the grant date fair value of all stock option awards made to theCompany’s non-employee directors during the year ended December 31, 2006.
| Name                  | ** ** | **Grant Date Fair   Value Of Option   Awards In 2006** | ** ** |
|-----------------------|------------|------------------------------------------------------------------------------------------------|------------|
|                  |       |                                                                                           |       |
| Patrick  Verderico    |       | $                                                                                              | 5,000      |   |
|                  |       |                                                                                           |       |
| David M.  Sugishita   |       | $                                                                                              | 5,000      |   |
|                  |       |                                                                                           |       |
| Donald R.  VanLuvanee |       | $                                                                                              | 5,000      |   |
|                  |       |                                                                                           |       |
| Donald J. Kramer      |       | $                                                                                              | 5,000      |   |

 

**CompensationDiscussion and Analysis**

## ***Overview and Philosophy***

TheCompensation Committee of the Board of Directors (the “Committee”) operatespursuant to a Charter adopted by the Board of Directors on July 9,1997.  The Charter includes a missionstatement which states that the Committee’s mission is to ensure that theCompany’s executive officers are compensated consistent with the followingphilosophy and objectives: (1) to support the Company’s overall businessstrategy and objectives; (2) to attract, retain and motivate the bestexecutives in the Company’s industry; (3) to promote the Company’spay-for-performance philosophy; and (4) to ensure that the Company’scompensation programs and practices are of the highest quality and designedwith full consideration of all accounting, tax, securities law, and otherregulatory requirements.

Pursuantto the Charter, the Committee is appointed by the Board and is comprised of twoor more outside directors.  The mainduties of the Committee, as described in the Charter, are as follows:(1) review and approve annual base salary and incentive compensationlevels, employment agreements, and benefits of the chief executive officer andother key executives; (2) review and assess performance target goalsestablished for bonus plans and determine if goals were achieved at the end ofthe plan year; (3) act as the administrative committee for the IncentiveStock Option Plan, the 2004 Incentive Stock Plan, the Employee Stock PurchasePlan, and any other incentive or purchase plans established by the Company;(4) consider and approve grants of incentive stock options, nonqualifiedstock options, restricted stock or any combination to any employee; and(5) prepare the Report of the Compensation Committee for inclusion in theAnnual Proxy Statement.

It isthe intention of the Committee to utilize a pay-for-performance compensationstrategy that is directly related to achievement of the above objectives.  The primary elements of the executivecompensation program are base salary, annual incentives, and long-termincentives.

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**BaseSalary**

Basesalaries of the Company’s executive officers are intended to be competitivewith the median base salaries paid by other corporations similar to the Companyand to serve as a platform for performance-based (incentive) pay.  Base salaries are determined for executivepositions using compensation surveys, taking into account variables such asgeography, job comparability, size of the company and nature of the business.  In addition to base salary, executive officersare eligible to participate in the Company’s employee benefit plans on the sameterms as other employees.

**AnnualIncentives**

TheCommittee adopts a bonus plan for its executive officers each year.  Bonus payments are contingent on theperformance of the Company.  No bonuseswere paid under the plans for the years ended December 31, 2006 and 2005.

**Long-termIncentives**

The2004 Incentive Stock Plan (successor to the original Incentive Stock OptionPlan) is the basis of the Company’s long-term incentive plan for executiveofficers and other key employees.  Theobjective of the plan is to align executives’ long-term interests with those ofthe shareholders by creating a direct incentive for executives to increasestockholder value.  The stock optiongrants allow executives to purchase shares of Company stock at a price equal tothe fair market value of the stock on the date of grant over a term of tenyears.  The options generally vest andbecome exercisable over a period of two to four years following the date ofgrant.  Restricted stock grants allowexecutives to earn shares upon the completion of periods of employment with theCompany, and/or the satisfaction of performance criteria.  The grant of options and restricted stock isconsistent with the Company’s objective to include in total compensation along-term equity interest for executive officers, with greater opportunity forreward if long-term performance is sustained.

TheCompany also maintains the Employee Stock Purchase Plan, pursuant to whicheligible employees can contribute between two and ten percent of their base payto purchase up to 1,000 shares of Common Stock per year.  The shares are issued by the Company at aprice per share equal to 85 percent of market value on the first day of theoffering period or the last day of the plan year, whichever is lower.

**Conclusion**

TheCommittee believes that the executive compensation plan discussed in this ProxyStatement is consistent with the overall corporate strategy for continuedgrowth in earnings and stockholder value.

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## **Compensation Committee Report**

The CompensationCommittee has reviewed and discussed the Compensation Discussion and Analysiswith management. Based on our reviews and discussion with management, theCompensation Committee recommended to the Board of Directors, and the Board hasapproved, that the Compensation Discussion and Analysis be included in thisProxy Statement.
| **Submitted by the Compensation Committee:** |
|----------------------------------------------|
| Donald Kramer                                |   | Donald VanLuvanee | Patrick Verderico |

 

**ITEM12.  Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters**

The following tableprovides information as of December 31, 2006, for compensation plans underwhich securities may be issued.

| Plan Category                                      | ** ** | **(a)  Number of Securities   to be Issued Upon   Exercise of   Outstanding Options,   Warrants and Rights** | ** ** | **(b)  Weighted-  Average Exercise   Price of   Outstanding   Options, Warrants   and Rights** | ** ** | **(c)  Number of Securities   Remaining Available for   Future Issuance under   Equity Compensation   Plans (Excluding   Securities Reflected in   Column (a))** | ** ** |
|---------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by shareholders     |       | 1,129,235                                                                                                                                                                     | (1)        | $                                                                                                                                      | 1.32       |                                                                                                                                                                                                                                                  | 1,340,000  | (2) |
| Equity  compensation plans not approved by shareholders |       | 145,000                                                                                                                                                                       |       | $                                                                                                                                      | 1.18       |                                                                                                                                                                                                                                                  | 140,000    |   |
|                                                    |       |                                                                                                                                                                          |       |                                                                                                                                   |       |                                                                                                                                                                                                                                                  |       |
| Total                                                   |       | 1,274,235                                                                                                                                                                     |       | $                                                                                                                                      | 1.30       |                                                                                                                                                                                                                                                  | 1,480,000  |   |

 

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(1)   Includes 23,485shares to be issued upon exercise of outstanding options with aweighted-average exercise price of $1.24, assumed by the Company in connectionwith its acquisition of Aseco Corporation in January 2000.

(2)   Includes1,000,000 additional shares under the 2004 Incentive Stock Plan, and 100,000additional shares under the Stock Option Plan for Outside Directors, beingvoted upon by the shareholders at the 2007 Annual Meeting.

**Security Ownership of CertainBeneficial Owners and Management**

Thefollowing table sets forth certain information regarding the ownership of theCommon Stock as of April 23, 2007 (i) by each person known to the Companyto own beneficially more than five percent of the outstanding shares of CommonStock, (ii) by each of the Company’s executive officers named in theSummary Compensation table, (iii) by each of the Company’s directors, and(iv) by all of the executive officers and directors as a group:

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| ** **                                                                                  | ** ** | **Shares Beneficially Owned** | ** ** |
|---------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| **Name and Address of Beneficial Owners**                          | ** ** | **Number**                              | ** ** | **Percent** | ** ** |
|                                                                                        |       |                                    |       |   |   |
| FIVE PERCENT  SHAREHOLDERS                                                                  |       |                                    |       |   |   |
|                                                                                        |       |                                    |       |   |   |
| Perkins Capital Management, Inc.(1)   730 East Lake   Wayzata, MN 55391                |       | 7,558,161                               |       | 20.6 | % |
|                                                                                        |       |                                    |       |   |   |
| Laurus Master Fund, Ltd. (2)   825 Third Avenue, 14th Floor   New York, New York 10022 |       | 3,901,745                               |       | 9.9 | % |
|                                                                                        |       |                                    |       |   |   |
| DIRECTORS AND  EXECUTIVE OFFICERS                                                           |       |                                    |       |   |   |
|                                                                                        |       |                                    |       |   |   |
| Roger E. Gower  (3)                                                                         |       | 320,000                                 |       | * |   |
| Richard L.  Sidell (3)                                                                      |       | 143,485                                 |       | * |   |
| Donald J. Kramer  (3)                                                                       |       | 85,000                                  |       | * |   |
| David M.  Sugishita (3)                                                                     |       | 65,000                                  |       | * |   |
| Donald R.  VanLuvanee (3)                                                                   |       | 75,000                                  |       | * |   |
| Patrick  Verderico (3)                                                                      |       | 60,000                                  |       | * |   |
| All directors and  executive officers as a group (9 in number) (3)                          |       | 973,235                                 |       | 2.6 | % |

 

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* Denotes less than 1% ofshares outstanding.

(1)          PerkinsCapital Management, Inc. is a registered investment advisor. Its ownershipincludes shares held for clients and shares held by Perkins Opportunity Fund.

(2)          LaurusMaster Fund Ltd. is the Company’s secured lender.  Its ownership include 1,155,500 shares, and2,746,245 shares issuable within 60 days upon exercise of options and warrantsgranted in financing transactions, and conversion of the Company’s 10% SeniorSubordinated Convertible Note.  Laurusholds additional options and warrants that are not exercisable within the next60 days.

(3)          Includesshares deemed beneficially owned by virtue of the right to acquire them within60 days pursuant to exercise of MCT’s stock options as follows: Mr. Gower –300,000; Mr. Sidell – 138,485; Mr. Kramer – 85,000;  Mr. Sugishita - 65,000;Mr. VanLuvanee - 75,000; Mr. Verderico - 60,000; and all directorsand executive officers as a group – 948,235.

**ITEM13.  Certain Relationships and RelatedTransactions, and Director Independence**

The Audit Committee reviews and approves allrelated-party transactions.  There wereno reportable transactions during 2006.

**ITEM14.  Principal Accountant Fee andServices**

On December 8,2005, the Registrant’s independent public accountants, Virchow, Krause &Company, LLP (“Virchow Krause”), formally notified the Registrant that it wouldresign, effective with the completion of the audit for the fiscal year endingDecember 31, 2005.

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Also on December8, 2005, the Board of Directors, pursuant to the recommendation of the AuditCommittee, approved the retention of Olsen Thielen & Co. Ltd. (“OlsenThielen”), as the Registrant’s independent public accountants for the fiscalyear ending December 31, 2006.

The audit reportsof Virchow Krause on the financial statements of the Company for the year endedDecember 31, 2005 contain an explanatory paragraph that raises substantialdoubt about the Registrant’s ability to continue as a going concern.  The audit reports of Virchow Krause on thefinancial statements of the Registrant for the last two fiscal years endedDecember 31, 2005, did not contain any other adverse opinion or disclaimer ofopinion, nor were those opinions otherwise qualified or modified as to auditscope or accounting principles.  Duringthe Registrant’s fiscal year ended December 31, 2005, and during the subsequentinterim period preceding the resignation of Virchow Krause, there was nodisagreement between the Registrant and Virchow Krause on any matter ofaccounting principles or practices, financial statement disclosure, or auditingscope or procedure which, if not resolved to Virchow Krause’s satisfaction,would have caused Virchow Krause to make reference to the subject matter of thedisagreement in connection with its reports. During the Registrant’s 2004 fiscal year and the subsequent interimperiod through December 8, 2005, there were no reportable events, as that termis defined by Item 304 of Regulation S-K.

No consultationsoccurred between the Registrant and Olsen Thielen during the fiscal year endedDecember 31, 2005, and during the subsequent interim period preceding theresignation of Virchow Krause, regarding either (1) the application ofaccounting principles to a specified transaction, either completed or proposed,or the type of audit opinion that might be rendered on the Registrant’sfinancial statements, or (2) any matter that was the subject of a disagreementor a reportable event.

**Audit and Audit Related Fees**

The followingtable shows the fees paid by the Company to its accountants for servicesrendered for the years ended December 31, 2006 and 2005.
|                        | ** ** | **2006** | ** ** | **2005** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit Fees(1)          |       | $        | 113,656    |     | $          | 110,160 |   |
| Audit-Related  Fees(2) |       | 6,425    |       | 5,250    |       |
| Tax Fees(3)            |       | 20,064   |       | 36,630   |       |
| All Other Fees         |       | —   |       | 1,545    |       |
| Total                  |       | $        | 140,145    |     | $          | 153,585 |   |

 

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(1)   Auditfees represent fees for professional services provided in connection with theaudit of the Company’s financial statements, reviews of quarterlyfinancial statements, and filings of registration statements related to sharesreserved for issuance under stock option plans.

(2)   Audit-relatedfees represent fees for the audit of the Company’s employee benefit plan. In2005, the fee relates to reviewing the S-2 filing.

(3)   Taxfees represent fees for the preparation of tax filings and technical adviceregarding various tax issues.

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The Company’sAudit Committee Charter states that before the principal accountant is engagedby the Company to render audit or non-audit services in any year, theengagement will be approved by the Company’s Audit Committee. All of theservices described above were pre-approved by the Company’s Audit Committee.

**ITEM15.  Exhibits**

31.1         Certification of Chief ExecutiveOfficer (filed herewith).

31.2         Certification of Chief FinancialOfficer (filed herewith).

32.0         Section 1350 Certification (filedherewith).

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report on Form 10-K/A to be signed onits behalf by the undersigned; thereunto duly authorized, in the City of St.Paul, State of Minnesota, on April 30, 2007.
|   | MICRO COMPONENT TECHNOLOGY,  INC.    |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  | /s/ Roger E.  Gower |   |
|   |                                 | Roger E. Gower |
|   | President, Chief  Executive Officer, |
|   | Chairman of the  Board and Director  |

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**EXHIBIT INDEX**
| Item   | ** ** | ** **                               |
|--------|------------|------------------------------------------|
|   |       |                                     |
| 31.1   |       | Certification of Chief Executive Officer |
| 31.2   |       | Certification of Chief Financial Officer |
| 32.0   |       | Section 1350 Certification               |

 

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