**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

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

**SECURITIES EXCHANGE ACT OF 1934**

 

**For the year ended December 31, 2007**

 

**OR**

 

**o****  TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**Commission file number 0-22384**

 

**MICRO COMPONENT 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 WestCounty 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 a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.  Yes  o  No  x

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o  No  x

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer  o                     |   | Accelerated filer o          |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated filer x                        |   | Smaller reporting  company o |
| (Do not check if a  smaller reporting company) |   |                              |

 

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

 

The aggregate market value of the common stock held by non-affiliatesof the Registrant as of June 29, 2007 (the business day of the Registrant’smost recently completed second fiscal quarter), was $10.3 million based uponthe closing price of $0.28 on that date for the shares.

 

Number of shares outstanding of the Registrant’s Common stock, as of April 29,2008, is 37,876,889.

 

 

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**EXPLANATORY NOTE**

 

This form 10-K/Ais being filed by the Company for the purpose of including the informationrequired by Items 10-14 of Part III. The Form 10-K as originally filed incorporated this information byreference from the definitive proxy statement. Due to a delay in filing the definitive proxy statement, it will not befiled by the April 29, 2008 deadline for incorporation by reference.  Therefore, the Part III information isbeing included herein.  Also included arethe required certifications.

 

2

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**TABLE OF CONTENTS**

 
| **PART III** |       |                                                                                              |       | 4          |
|-------------------|------------|---------------------------------------------------------------------------------------------------|------------|------------|
| ** **        | ** ** | ** **                                                                                        | ** ** | ** ** |
| ITEM 10.          |       | Directors,  Executive Officers and Corporate Governance                                           |       | 4          |
|              |       |                                                                                              |       |       |
| ITEM 11.          |       | Executive  Compensation                                                                           |       | 6          |
|              |       |                                                                                              |       |       |
| ITEM 12.          |       | Security  Ownership of Certain Beneficial Owners and Management and Related  Stockholders Matters |       | 11         |
|              |       |                                                                                              |       |       |
| ITEM 13.          |       | Certain  Relationships and Related Transactions, and Director Independence                        |       | 12         |
|              |       |                                                                                              |       |       |
| ITEM 14.          |       | Principal  Accountant Fees and Services                                                           |       | 12         |
|              |       |                                                                                              |       |       |
| ITEM 15.          |       | Exhibits                                                                                          |       | 13         |

 

3

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**PART III**

 

**ITEM 10.  Directors,Executive Officers and Corporate Governance**

 

**Directors**

 

The names and agesof the current directors, their current positions with the Company, and theyear each first became a director are as follows:

 
| **Name  and Age**        | ** ** | **Position**                                                                       | ** ** | **Director Since** |
|--------------------------|------------|------------------------------------------------------------------------------------|------------|--------------------|
| ** **               | ** ** | ** **                                                                         | ** ** | ** **         |
| Roger E. Gower, 67       |       | Chairman of the Board, President, Chief Executive  Officer, Secretary and Director |       | 1995               |
|                     |       |                                                                               |       |               |
| Patrick Verderico, 64    |       | Director                                                                           |       | 1992               |
|                     |       |                                                                               |       |               |
| David M. Sugishita, 60   |       | Director                                                                           |       | 1994               |
|                     |       |                                                                               |       |               |
| Donald R. VanLuvanee, 63 |       | Director                                                                           |       | 1995               |

 

**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 ChiefExecutive Officer of Intelledex, Inc., a Corvallis, Oregon-basedmanufacturer of robotic and automation systems for the semiconductor and diskdrive manufacturing industries.  Earlierin his career, Mr. Gower served as President of Qume, a $200 millionprinter manufacturer and wholly owned subsidiary of ITT, and as a generalmanager with Texas Instruments.  Mr. Gowerholds a 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 to November 2000,he was President and Chief Executive Officer of OSE USA, Inc. (formerlyknown as Integrated Packaging Assembly Corporation), a semiconductor-packagingfoundry.  From April 1997 to July 1997,he was Executive Vice President and Chief Operating Officer of thatcorporation.  Prior to 1997, Mr. Verdericoheld various executive positions with Maxtor, Creative Technology, CypressSemiconductor, Philips Semiconductors, and National Semiconductor.  Mr. Verderico is a Certified PublicAccountant and a former partner of Coopers & Lybrand (now known asPricewaterhouseCoopers).  He is also adirector of PLX Technology, Inc.

 

*David M. Sugishita* was appointed SeniorVice President of Finance and Chief Financial Officer in April 1994, andbecame a director of the Company in August 1994. Following the end of theterm of his employment agreement in February 1995, Mr. Sugishitacontinued as an unpaid officer until September 25, 1996.  Mr. Sugishita currently serves as a Directorand Chairman of the Board as well as Chairman of both the Audit Committee andCorporate Governance/Nominating Committee for Atmel Corporation.   He also currently serves as a Director andChairman of the Audit Committee for Ditech Networks.  Most recently, Mr. Sugishita served asExecutive Vice President of Special Projects for Peregrine Systems, Inc.,an enterprise software company from December 2003 through July 2004.  Prior to Peregrine Systems, Mr. Sugishitaheld positions at SonicBlue (EVP/CFO); RightWorks (EVP/CFO); Synopsys(SVP/CFO); Actel (SVP/CFO); Applied Materials (VP/Corporate Controller/CAO);and National Semiconductor (VP Finance). Mr. Sugishita holds degrees in business administration from SanJose State University (B.S.) and Santa Clara University (MBA).

 

*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.

 

4

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Directors serve until thenext annual meeting of the shareholders at which their successors are elected,or until their prior resignation, removal or incapacity.

 

**AuditCommittee**

 

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 David M. Sugishita, Donald R. VanLuvanee andPatrick Verderico, each of whom is independent, as that term is defined in theNASD listing standards.  Mr. Verdericohas been designated by the Board as the Audit Committee’s financial expert, asthat term is defined by rules of the Securities and Exchange Commission (“SEC”).

 

**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, 67    |       | Chairman of the Board, President, Chief Executive  Officer, Secretary and Director |       | 1995              |
|                  |       |                                                                               |       |              |
| Richard S. Sidell, 64 |       | Chief Technology Officer                                                           |       | 2001              |
|                  |       |                                                                               |       |              |
| Jesse DeGennaro, 66   |       | Vice President of World Wide Sales                                                 |       | 2005              |
|                  |       |                                                                               |       |              |
| Bruce R. Ficks, 50    |       | Chief Financial Officer                                                            |       | 2007              |
|                  |       |                                                                               |       |              |
| Lori Faber, 45        |       | 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,when the Company acquired Aseco Corporation. From September 1988 until January 2000, he was Vice Presidentand Chief Technologist at Aseco.  For theten prior years, he worked at Electro Scientific Industries, Inc., and acompany acquired by ESI, in several engineering and management positions, andwas involved 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.  Priorto joining the Company, he was Vice President of Sales & Marketing forDymatix Automation Systems from 1999 to 2005.

 

*Bruce R.Ficks, CPA (Inactive),* was appointed Chief Financial Officerof the Company in July 2007.  From2006 until joining the Company, Mr. Ficks served as Director of Financefor Savia, LLC, a manufacturer and distributor. From 2004 to 2006 he served as CFO for Powel, Inc., a softwaredeveloper for energy organizations.  From2003 to 2004, he served as CFO for Wesco/US Medtrans, a software developer andprovider of medical services.  From 1997to 2003, he served as President and Executive Manangement Consultant ofStrategic Financial Leadership, a management consulting firm.  Prior to 1997, Mr. Ficks held variousfinancial management positions with several organizations.  Mr. Ficks holds a BS degree and an MBAin Finance from the University of Minnesota.

 

*LoriFaber* has been with the Company since 1988.  She was appointed Vice President of Financeeffective April 30, 2006.  From January 2004until April 2006, she served as Corporate Controller.  From March 2002 until January 2004,she served as Manager of Financial Compliance and Reporting.  Prior to 2002, she served in various otherfinancial and accounting positions with the Company.

 

5

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

 

**Code ofEthics**

 

The Board hasadopted a Code of Ethics that applies to the Company’s directors, officers,employees, consultants and advisors.  TheCode requires honest and ethical conduct, compliance with applicable laws andregulations, avoidance of conflicts of interest, accurate disclosures to theSEC, and prompt reporting of violations of the Code, among other things.  A copy of the Code has been filed with theSEC.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) ofthe Securities Exchange Act of 1934 requires directors, officers andten-percent shareholders to file initial reports of beneficial ownership and reportsof changes in beneficial ownership with the Securities and ExchangeCommission.  Such persons are alsorequired to furnish the Company with copies of all Section 16(a) formsthey file.  Based solely on a review ofthe copies of such forms furnished to the Company, and written representationsfrom such persons, the Company believes that all Section 16(a) filingrequirements applicable to its directors, officers and ten-percent shareholderswere complied with for the year ended December 31, 2007, except that Forms4 for the automatic option grants to the outside directors on June 21, 2007, werefiled two days late.

 

**ITEM 11.  Executive Compensation**

 

### **SummaryCompensation Table**

###  

Thefollowing table contains summary information concerning compensation paid bythe Company for the fiscal years ended December 31, 2007 and December 31,2006, to the CEO, CFO and each other executive officer whose total compensationexceeded $100,000:

 
| **Name and Position**                | ** ** | **Year** | ** ** | **Salary** | ** ** | **Commission** | ** ** | **Bonus** | ** ** | **Grant  Date Fair  Value of  Stock  Option  Awards(1)** | ** ** | **All Other  Compensation(2)** | ** ** | **Total** | ** ** |
|------------------------------------------------|------------|----------|------------|------------|------------|----------------|------------|-----------|------------|----------------------------------------------------------|------------|-------------------------------------|------------|-----------|------------|
|                                           |       |     |       |       |       |           |       |      |       |                                                     |       |                                |       |      |       |
| Roger E. Gower                                 |       | 2007     |       | $          | 280,000    |           | $          | —    |       | $                                                        | —     |                                | $          | 162,049   |       | $ | 10,200 |   | $ | 452,249 |   |
| Chairman,  President, CEO & Secretary |       | 2006     |       | $          | 280,000    |           | $          | —    |       | $                                                        | —     |                                | $          | —    |       | $ | 10,200 |   | $ | 290,200 |   |
|                                           |       |     |       |       |       |           |       |      |       |                                                     |       |                                |       |      |       |
| Richard S.  Sidell                             |       | 2007     |       | $          | 160,000    |           | $          | —    |       | $                                                        | —     |                                | $          | 31,245    |       | $ | — |   | $ | 191,245 |   |
| Chief Technical  Officer                       |       | 2006     |       | $          | 160,000    |           | $          | —    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | 160,000 |   |
|                                           |       |     |       |       |       |           |       |      |       |                                                     |       |                                |       |      |       |
| Bruce R. Ficks                                 |       | 2007     |       | $          | 58,558     |           | $          | —    |       | $                                                        | —     |                                | $          | 31,245    |       | $ | 500 |   | $ | 90,303 |   |
| Chief Financial  Officer                       |       | 2006     |       | $          | —     |           | $          | —    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | — |   |
|                                           |       |     |       |       |       |           |       |      |       |                                                     |       |                                |       |      |       |
| Jesse DeGennaro                                |       | 2007     |       | $          | 110,000    |           | $          | 89,174    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | 199,174 |   |
| Vice President,  Sales                         |       | 2006     |       | $          | 103,848    |           | $          | 76,927    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | 180,775 |   |
|                                           |       |     |       |       |       |           |       |      |       |                                                     |       |                                |       |      |       |
| BachThuy T. Vo                                 |       | 2007     |       | $          | 64,573     |           | $          | —    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | 64,573 |   |
| Interim Chief  Financial Officer (3)           |       | 2006     |       | $          | 113,304    |           | $          | —    |       | $                                                        | —     |                                | $          | —    |       | $ | — |   | $ | 113,304 |   |

 

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(1)         Valuation isbased on the grant date fair value of those awards determined pursuant to FAS123(R) utilizing assumption discussed in Note 8 to the Company’s financialstatements for the year ended December 31, 2007. No expense was booked underFAS 123(R) in the Company’s financial statements for the year ended December31, 2007 for the options granted to the executive officers in 2007.

(2)          Includes automobile related costs.

(3)          Consistsof amounts paid to contract agency for services through July 2007.

 

6

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** **

**OutstandingEquity Awards at Fiscal 2007 Year-End**

 

The following table setsforth certain information concerning equity awards to the named executiveofficers at December 31, 2007.

 
| ** **         | ** ** | ** **          | ** ** | ** **                                                                    | ** ** | **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          |       | 300,000                                                                       |       | —                                                                          |       | $                           | 0.36       |                         | 02/24/2015 |   |
|               |       | 03/20/2007          |       | 1,000,000                                                                     |       | —                                                                          |       | $                           | 0.26       |                         | 03/20/2017 |   |
|               |       |                |       |                                                                          |       |                                                                            |       |                        |       |                         |       |
| Richard S.  Sidell |       | 10/13/1998          |       | 10,825                                                                        |       | —                                                                          |       | $                           | 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  |   |
|               |       | 07/11/2007          |       | —                                                                        |       | 200,000                                                                         |       | $                           | 0.24       |                         | 07/11/2017 |   |
|               |       |                |       |                                                                          |       |                                                                            |       |                        |       |                         |       |
| Jesse DeGennaro    |       | 09/22/2005          |       | 150,000                                                                       |       | —                                                                          |       | $                           | 0.16       |                         | 9/22/2015  |   |
|               |       |                |       |                                                                          |       |                                                                            |       |                        |       |                         |       |
| Bruce R. Ficks     |       | 07/11/2007          |       | —                                                                        |       | 200,000                                                                         |       | $                           | 0.24       |                         | 07/11/2017 |   |
|               |       |                |       |                                                                          |       |                                                                            |       |                        |       |                         |       |
| 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 |   |
|               |       | 07/11/2007          |       | —                                                                        |       | 100,000                                                                         |       | $                           | 0.24       |                         | 07/11/2017 |   |

 

**2007Option Exercises**

 

The following table setsforth certain information concerning options exercised by the named executiveofficers for the year ended December 31, 2007.

 
| ** **         | ** ** | **Option Awards**                                     | ** ** |
|--------------------|------------|------------------------------------------------------------|------------|
| **Name**           | ** ** | **Number Of Shares  Acquired On  Exercise** | ** ** | **Value  Realized On  Exercise** | ** ** |
|               |       |                                                       |       |   |   |
| Roger E. Gower     |       | —                                                     |       | — |   |
|               |       |                                                       |       |   |   |
| Richard S.  Sidell |       | —                                                     |       | — |   |
|               |       |                                                       |       |   |   |
| Jesse DeGennaro    |       | —                                                     |       | — |   |
|               |       |                                                       |       |   |   |
| Bruce R. Ficks     |       | —                                                     |       | — |   |

 

7

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**Agreementswith Officers**

 

Effective March 28,1995, the Company entered into an Employment Agreement with Mr. Gower.  The current agreement may be terminated byeither party with 60 days prior written notice. The agreement will also terminate upon the death, disability or breachof the agreement by Mr. Gower.  Inthe event Mr. Gower’s employment is terminated by the Company with 60 daysprior written notice, the Company will continue to pay Mr. Gower his thencurrent base salary for 12 months thereafter.

 

Effective January  2000, the Companyentered into an Employment Agreement with Mr. Sidell when it acquiredAseco Corporation.  The agreementwill  terminate upon the death,disability or breach of the agreement by Mr. Sidell.  In the event Mr. Sidell’s employment isterminated by the Company, the Company will pay Mr. Sidell a lump sumamount equal to twelve times his then current monthly base salary.

 

Effective September 22, 2005, theCompany entered into an Employment Agreement with Mr. DeGennaro.  The current agreement may be terminated byeither party with 30 days prior written notice.   In the event Mr. DeGennaro’s employmentis terminated following a change in control, the Company will pay Mr. DeGennarohis then current monthly base salary for six months thereafter.

 

Effective July 23,2007, the Company entered into an Employment Agreement with Mr. Ficks.  In the event Mr. Ficks’s employment isterminated following a change in control, the Company will pay Mr. Fickshis then current monthly base salary for three months thereafter.

 

8

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**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.

 

The following tablesummarizes the compensation paid by the Company to non-employee directors forthe fiscal year ended December 31, 2007.

 
| **Name (1)**     | ** ** | **Fees  Earned or  Paid in  Cash** | ** ** | **Option  Awards  (2)** | ** ** | **All Other  Compensation** | ** ** | **Total**  | ** ** |
|-----------------------|------------|----------------------------------------------|------------|-------------------------|------------|----------------------------------|------------|------------|------------|
| ** **            | ** ** | ** **                                   | ** ** | ** **              | ** ** | ** **                       | ** ** | ** ** | ** ** |
| Patrick  Verderico    |       | $                                            | 12,500     |                    | $          | 2,617                            |       | $          | —     |   | $ | 15,117 |   |
|                  |       |                                         |       |                    |       |                             |       |       |       |
| David M.  Sugishita   |       | $                                            | 12,500     |                    | $          | 2,617                            |       | $          | —     |   | $ | 15,117 |   |
|                  |       |                                         |       |                    |       |                             |       |       |       |
| Donald R.  VanLuvanee |       | $                                            | 12,500     |                    | $          | 2,617                            |       | $          | —     |   | $ | 15,117 |   |
|                  |       |                                         |       |                    |       |                             |       |       |       |
| Donald J Kramer       |       | $                                            | 6,250      |                    | $          | 2,617                            |       | $          | —     |   | $ | 8,867 |   |

 

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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 2007 for financial statement purposes under FAS 123(R) for awardsgranted in 2007 and prior years utilizing assumptions discussed in Note 8 tothe Company’s financial statements for the year ended December 31, 2007,but disregarding the estimate of forfeitures.

 

The following table showsthe aggregate number of shares underlying outstanding stock options held by theCompany’s non-employee directors as of December 31, 2007.

 
| **Name**              | ** ** | **Shares Underlying  Outstanding Stock  Option Awards** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
|-----------------------|------------|------------------------------------------------------------------------|------------|-----------------|------------|-------------------|------------|
|                  |       |                                                                   |       |            |       |              |       |
| Patrick  Verderico    |       | 85,000                                                                 |       | 70,000          |       | 15,000            |       |
|                  |       |                                                                   |       |            |       |              |       |
| David M.  Sugishita   |       | 90,000                                                                 |       | 75,000          |       | 15,000            |       |
|                  |       |                                                                   |       |            |       |              |       |
| Donald R.  VanLuvanee |       | 90,000                                                                 |       | 75,000          |       | 15,000            |       |

 

9

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The following table showsthe grant date fair value of all stock option awards made to the Company’snon-employee directors during the year ended December 31, 2007.

 
| **Name**              | ** ** | **Grant Date Fair  Value Of Option   Awards In 2007** | ** ** |
|-----------------------|------------|------------------------------------------------------------------------------------------|------------|
|                  |       |                                                                                     |       |
| Patrick  Verderico    |       | $                                                                                        | 2,700      |   |
|                  |       |                                                                                     |       |
| David M.  Sugishita   |       | $                                                                                        | 2,700      |   |
|                  |       |                                                                                     |       |
| Donald R.  VanLuvanee |       | $                                                                                        | 2,700      |   |

 

**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’s pay-for-performancephilosophy; and (4) to ensure that the Company’s compensation programs andpractices are of the highest quality and designed with full consideration ofall accounting, tax, securities law, and other regulatory 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) reviewand approve annual base salary and incentive compensation levels, employmentagreements, and benefits of the chief executive officer and other keyexecutives; (2) review and assess performance target goals established forbonus plans and determine if goals were achieved at the end of the plan year; (3) actas the administrative committee for the Incentive Stock Option Plan, the 2004Incentive Stock Plan, the Employee Stock Purchase Plan, and any other incentiveor purchase plans established by the Company; (4) consider and approvegrants of incentive stock options, nonqualified stock options, restricted stockor any combination to any employee; and (5) prepare the Report of theCompensation Committee for inclusion in the Annual 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.

 

**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 thebusiness.  In addition to base salary,executive officers are eligible to participate in the Company’s employeebenefit plans on the same terms as other employees.

 

**AnnualIncentives**

 

Bonuspayments are contingent on the performance of the Company.  No bonuses have been paid for several years.

 

**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 option grants allow executives to purchase sharesof Company stock at a price equal to the fair market value of the stock on thedate of grant over a term of ten years. The options generally vest and become exercisable over a period of twoto four years following the date of grant. Restricted stock grants allow executives to earn shares upon thecompletion of periods 

 

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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.

 

**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.

 

## **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:** |
|----------------------------------------------|
| ** **                                   |
| David Sugishita                              | Donald  VanLuvanee | Patrick Verderico |

 

**ITEM 12.  SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters**

 

The following tableprovides information as of December 31, 2007, 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     |       | 2,914,235                                                                                                                                             | (1)        | $                                                                                                              | 0.81       |                                                                                                                                                                                                              | 555,000    |   |
| Equity  compensation plans not approved by shareholders |       | 145,000                                                                                                                                               |       | $                                                                                                              | 1.18       |                                                                                                                                                                                                              | 140,000    |   |
|                                                    |       |                                                                                                                                                  |       |                                                                                                           |       |                                                                                                                                                                                                              |       |
| Total                                                   |       | 3,059,235                                                                                                                                             |       | $                                                                                                              | 0.65       |                                                                                                                                                                                                              | 695,000    |   |

 

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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.

 

**SecurityOwnership of Certain Beneficial Owners and Management**

 

Thefollowing table sets forth certain information regarding the ownership of theCommon Stock as of April 23, 2008 (i) by each person known to theCompany to own beneficially more than five percent of the outstanding shares ofCommon Stock, (ii) by each of the Company’s executive officers named inthe Summary 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              |       | 9,023,247                               |       | 23.8 | % |
|                                                                                      |       |                                    |       |   |   |
| Laurus Master  Fund, Ltd. (2)

335 Madison  Avenue, 10th Floor

New York, New  York 10017 |       | 3,749,812                               |       | 9.9 | % |
|                                                                                      |       |                                    |       |   |   |
| DIRECTORS AND  EXECUTIVE OFFICERS                                                         |       |                                    |       |   |   |
|                                                                                      |       |                                    |       |   |   |
| Roger E. Gower  (3)                                                                       |       | 1,320,000                               |       | 3.5 | % |
| Richard L.  Sidell (3)                                                                    |       | 142,651                                 |       | * |   |
| Jesse DeGennaro  (3)                                                                      |       | 150,000                                 |       | * |   |
| Bruce R. Ficks  (3)                                                                       |       | —                                  |       | * |   |
| David M.  Sugishita (3)                                                                   |       | 75,000                                  |       | * |   |
| Donald R.  VanLuvanee (3)                                                                 |       | 75,000                                  |       | * |   |
| Patrick  Verderico (3)                                                                    |       | 70,000                                  |       | * |   |
| All directors  and executive officers as a group (8 in number) (3)                        |       | 1,837,401                               |       | 4.7 | % |

 

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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 2,367,067 shares, and1,382,745 shares issuable within 60 days upon exercise of options and warrantsgranted in financing transactions, and conversion of the Company’s 10% SeniorSubordinated Convertible Note.  Laurus holds  options and warrants for 12,772,177additional shares that are not exercisable within the next 60 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 –1,300,000; Mr. Sidell – 138,485;  Mr. Sugishita- 75,000; Mr. VanLuvanee - 75,000; Mr. Verderico - 70,000; and alldirectors and executive officers as a group – 1,813,235.

 

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

 

The AuditCommittee reviews and approves all related-party transactions.  There were no reportable transactions during2007.  All of the current directors,except for Mr. Gower, are independent as that term is defined in the NasdaqListing Standards.

 

**ITEM 14.  Principal Accountant Fee and Services**

 

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 ending December 31,2005.

 

Also on December 8,2005, 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 reports ofVirchow Krause on the financial statements of the Company for the year ended December 31,2005 contain an explanatory paragraph that raises substantial doubt about theRegistrant’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 ended December 31,2005, did not contain any other adverse opinion or disclaimer of opinion, norwere those opinions otherwise qualified or modified as to audit scope oraccounting principles.  During theRegistrant’s fiscal year ended December 31, 

 

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2005, and during thesubsequent interim period preceding the resignation of Virchow Krause, therewas no disagreement 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 thatterm is defined by Item 304 of Regulation S-K.

 

No consultations occurredbetween the Registrant and Olsen Thielen during the fiscal year ended December 31,2005, and during the subsequent interim period preceding the resignation ofVirchow Krause, regarding either (1) the application of accountingprinciples to a specified transaction, either completed or proposed, or thetype of audit opinion that might be rendered on the Registrant’s financialstatements, or (2) any matter that was the subject of a disagreement or areportable event.

 

**Auditand Audit Related Fees**

 

The following table showsthe fees paid by the Company to its accountants for services rendered for theyears ended December 31, 2007 and 2006.

 
| ** **             | ** ** | **2007** | ** ** | **2006** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit Fees(1)          |       | $        | 118,327    |     | $          | 113,656 |   |
| Audit-Related  Fees(2) |       | 7,041    |       | 6,425    |       |
| Tax Fees(3)            |       | 19,692   |       | 20,064   |       |
| All Other Fees         |       | —   |       | —   |       |
| Total                  |       | $        | 145,060    |     | $          | 140,145 |   |

 

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(1)          Audit feesrepresent fees for professional services provided in connection with the auditof the Company’s financial statements, reviewsof quarterly financial statements, consultation on accounting matters andSecurities and Exchange Commission (SEC) registration statement services.

(2)          Audit-related feesrepresent fees for the audit of the Company’s employee benefit plan.

(3)          Tax fees represent feesfor the preparation of tax filings and technical advice regarding various taxissues.

 

The Company’s AuditCommittee Charter states that before the principal accountant is engaged by theCompany to render audit or non-audit services in any year, the engagement willbe approved by the Company’s Audit Committee. All of the services describedabove were pre-approved by the Company’s Audit Committee.

 

**ITEM 15.  Exhibits**

 
| 31.1 |   | Certification of Chief  Executive Officer (filed herewith). |
|------|--------|-------------------------------------------------------------|
| 31.2 |   | Certification of Chief  Financial Officer (filed herewith). |
| 32.0 |   | Section 1350  Certification (filed herewith).          |

 

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**SIGNATURES**

 

Pursuant to therequirements 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 besigned on its behalf by the undersigned; thereunto duly authorized, in the Cityof St. Paul, State of Minnesota, on April 29, 2008.

 
|        | 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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**EXHIBITINDEX**

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

 

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