** **

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

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

**SECURITIES EXCHANGE ACT OF 1934**

**For the year ended December 31,2004**

** **

**OR**

 

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

**SECURITIES EXCHANGE ACT OF 1934**

 

**Commissionfile number 0-22384**

**MICRO COMPONENT TECHNOLOGY, INC.**

(Exact name ofregistrant as specified 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  principal executive offices)                                                                                                               |
| Registrant’s  telephone number, 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 markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months, and (2) has been subject to such filing requirements for the past90 days.  Yes  ý     No  o     

 

Indicate by check mark if disclosure of delinquent filerspursuant 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 tothis Form 10-K. ý

 

Indicate by check mark whether the Registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2). Yes o  No ý

 

The aggregate market value of the common stock held bynon-affiliates of the Registrant as of June 26, 2004 (the business day ofthe Registrant’s most recently completed second fiscal quarter), was $12.5million based upon the closing price of $1.38 on that date for the shares.

 

Number of sharesoutstanding of the Registrant’s Common stock, as of****April 27, 2005 is 25,566,514.

 

 

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**EXPLANATORYNOTE**

 

Thisform 10-K/A is being filed by the Company for the purpose of includingthe information required by Items 10-14 of Part III.  The Form 10-K as originally filedincorporated this information by reference from the definitive proxystatement.  Due to a delay in filing thedefinitive proxy statement, it will not be filed by the April 30, 2005deadline for incorporation by reference. Therefore, the Part III information is being included herein.  Also included are the requiredcertifications.

 

2

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**TABLE OFCONTENTS**

 
| **PART III** |      |
|-------------------|-----------|
|              |      |   |   |
|              | ITEM  10. | Directors  and Executive Officers of the Registrant |   |
|              |      |   |   |
|              | 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 |   |
|              |      |   |   |
|              | ITEM  14. | Principal  Accountant Fees and Services |   |
|              |      |   |   |
|              | ITEM  15. | Exhibits |   |

 

3

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**PART III**

 

**ITEM 10.****  Directors and ExecutiveOfficers of the Registrant**

 

**Directors**

 

The names and ages of thecurrent directors, their current positions with the Company, and the year eachfirst became a director are as follows:

 
| **Name and Age**              | ** ** | **Position**                                                                       | ** ** | **Director Since** |
|-------------------------------|------------|------------------------------------------------------------------------------------|------------|--------------------|
| ** **                    | ** ** | ** **                                                                         | ** ** | ** **         |
| Roger E. Gower, 64            |       | Chairman of the Board,  President, Chief Executive Officer, Secretary and Director |       | 1995               |
|                          |       |                                                                               |       |               |
| Patrick Verderico, 61         |       | Director                                                                           |       | 1992               |
|                          |       |                                                                               |       |               |
| D. James Guzy, 69             |       | Director                                                                           |       | 1993               |
|                          |       |                                                                               |       |               |
| David M. Sugishita, 57        |       | Director                                                                           |       | 1994               |
|                          |       |                                                                               |       |               |
| Donald R. VanLuvanee,  60     |       | Director                                                                           |       | 1995               |
|                          |       |                                                                               |       |               |
| Donald J. Kramer, 72          |       | Director                                                                           |       | 1997               |
|                          |       |                                                                               |       |               |
| Dr. Sheldon  Buckler, 72 |       | Director                                                                           |       | 2000               |

 

**BusinessExperience of Directors**

 

*RogerGower* joined the Company as Chairman of the Board, President,Chief Executive Officer and Director in April, 1995. Prior to that time, Mr. Gowerwas employed by Datamedia Corporation of Nashua, New Hampshire, a network andPC security software development company, where he served as President andChief Executive Officer from 1991.  Priorto 1991 he was President and Chief Executive Officer of Intelledex, Inc.,a Corvallis, Oregon-based manufacturer of robotic and automation systems forthe semiconductor and disk drive manufacturing industries.  Earlier in his career, Mr. Gower servedas President of Qume, a $200 million printer manufacturer and wholly-ownedsubsidiary of ITT, and as a general manager with Texas Instruments.  Mr. Gower holds a BS degree inElectrical Engineering.  Mr. Goweris also a director of August Technologies, Inc.

 

*PatrickVerderico* has been adirector of the Company since December 1992.  From January 2001 to January 2003,he was Chief Financial Officer of Ubicom, an Internet processor and softwarecompany.  He is currently retired fromthat position.  From July 1997 to November 2000,he was 

 

4

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Presidentand Chief Executive Officer of OSE USA, Inc. (formerly known as IntegratedPackaging Assembly Corporation), a semiconductor-packaging foundry.  From April 1997to July 1997, he was Executive Vice President and Chief Operating Officerof that corporation.  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 OSE USA, Inc.

 

*D. James Guzy*becamea director of MCT****in July 1993.He has been Chairman of the Arbor Company, a Nevadalimited partnership engaged in the electronics and computer industry, since1969.  Mr. Guzy is also Chairman ofthe Board of both PLX Technology, Inc. and SRC Computers, Inc, asemiconductor company.  Additionally, Mr. Guzyis a director of Intel Corporation, Cirrus Logic, Inc., Novellus Systems, Inc.,LogicVision, Inc., Alliance Capital Management Technology Fund, DavisSelected Group of Mutual Funds and Tessera, Inc.

 

*DavidM. Sugishita* became a director of the Company in August 1994.In December of 2003, Mr. Sugishita joined Peregrine Systems asExecutive Vice President, Special Projects. From January 2002 to April 2003,Mr. Sugishita served as Executive Vice President and Chief FinancialOfficer of Sonic Blue, Inc. From October 2000 to March 2001, Mr. Sugishitawas Executive Vice President and Chief Financial Officer of  RightWorks Corporation. From July 1997to February 2000 he was Senior Vice President and Chief Financial Officerof Synopsys, 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.

 

*DonaldR. VanLuvanee*became a director of MCT****in November 1995 and is currentlyretired.  He was the President and ChiefExecutive Officer of Electro Scientific Industries, Inc., a company thatdesigns and manufactures sophisticated manufacturing equipment for theworldwide 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 Company and AirAdvice Corporation.

 

*DonaldJ. Kramer*was appointed to the board in February 1997.  He was also a director of MCT****from 1986 to 1990, and from 1991 through1995. He is currently a private investor. Until 1996, and for more than fiveyears, he was a principal of TA Associates, a private equity capital firmlocated in Boston, Massachusetts.  He is alsoa director of Insignia Systems, Inc.

 

*Dr. SheldonBuckler*has been a director of MCT****since March 2000. He served as Vice Chairman of PolaroidCorporation from 1990 until 1994.  From1995 to 1999, he served as Chairman of Commonwealth Energy Systems, an energyutility.  He currently serves as theChairman of Lord Corp.  Dr. Bucklerserved as a director of Aseco Corporation from 1995 until it was acquired byMCT in January 2000.  He is also adirector of Parlex Corporation.

 

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

 

5

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**AuditCommittee**

 

The Audit Committee ofthe Board recommends the selection of the Company’s independent accountants, approves the services performed by suchaccountants, and reviews and evaluates the Company’s financial and reportingsystems and the adequacy of internal controls for compliance with corporateguidelines.  The Audit Committee operatespursuant to a written Charter, which was filed as an appendix to the 2003 ProxyStatement.  The members of the AuditCommittee are D. James Guzy, Donald J. Kramer, Donald R. VanLuvanee and PatrickVerderico, each of whom is independent, as that term is defined in the NASDlisting 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”).

 

**Compensationof Directors**

 

Directors are paidout-of-pocket expenses plus $1,500 for each Board meeting which they attend,and $250 for each telephonic Board meeting. In 2002, the Board agreed to suspend these payments, exclusive ofout-of-pocket expenses, and these payments were not reinstated in 2003 or2004.  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.

 

**Code ofEthics**

 

The Board has adopted aCode of Ethics that applies to the Company’s directors, officers, employees,consultants and advisors.  The Coderequires 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.

 

**ExecutiveOfficers**

 

The names and ages of theexecutive officers, their current positions with the Company, and their yearsof appointment are as follows:

 

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| **Name and Age**        | ** ** | **Position**                                                                       | ** ** | **Officer Since** |
|-------------------------|------------|------------------------------------------------------------------------------------|------------|-------------------|
| Roger E. Gower, 64      |       | Chairman of the Board,  President, Chief Executive Officer, Secretary and Director |       | 1995              |
|                    |       |                                                                               |       |              |
| Richard S. Sidell, 61   |       | Chief Technology  Officer                                                          |       | 2001              |
|                    |       |                                                                               |       |              |
| Thomas P. Maun, 51      |       | Vice President  Finance/Operations and Chief Financial Officer                     |       | 2002              |
|                    |       |                                                                               |       |              |
| Christopher Buckley, 38 |       | Senior Vice President  of Worldwide Sales                                          |       | 2004              |

 

The business experienceof Mr. Gower is described in the previous section.

 

*RichardS. Sidell* was appointed Chief Technology Officer of theCompany effective August 15, 2001. He joined the Company in January, 2000, when the Company acquired AsecoCorporation.  From September, 1988 untilJanuary, 2000, he was Vice President and Chief Technologist at Aseco.  For the ten prior years, he worked at ElectroScientific Industries, Inc., and a company acquired by ESI, in severalengineering and management positions, and was involved in the development oflaser memory repair equipment for the semiconductor industry.  He was formerly on the faculty at MIT, andholds a doctoral degree in Mechanical Engineering from MIT.

 

*Thomas P. Maun*joinedMCT****as Corporate Controller in December of2000, and was appointed Vice President of Finance and Chief Financial Officerin July of 2002 and Vice President of Operations in February 2004.  From 1998 to 2000, he was the Vice Presidentand Chief Financial Officer for Cannon Valley Woodwork, a manufacturer andsupplier of cabinet and related products. From 1987 to 1998, he held various financial positions with INCSTARCorporation, a manufacturer and distributor of medical diagnostic test products.  From 1994 to 1998, Mr. Maun was the VicePresident of Finance and Chief Financial Officer for INCSTAR Corporation.  Mr. Maun is a graduate of the Universityof Minnesota with a BSB degree from the Carlson School of Management.  Mr. Maun began his career with KPMG PeatMarwick and is a Certified Public Accountant in good standing.

 

*ChristopherBuckley* joined MCT as Senior Vice President of WorldwideSales in August of 2004.  From 2003until joining MCT he was Vice President of Business Development with ChippacIncorporated, a full portfolio provider of semiconductor package design,assembly and test.  From 1990 to 2003, Mr. Buckleyheld various senior level sales positions with ASAT Limited, a certifiedsemiconductor assembly manufacturer and test services provider.  Mr. Buckley is a graduate of Santa ClaraUniversity with a BSB degree in economics.

 

Executive officers serveindefinite terms which expire when their successors are appointed, or untiltheir prior resignation, removal or incapacity.

 

7

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**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 andreports of 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, 2004, except that one Form 4was filed late for each outside director of the Company who received anautomatic option grant under the Stock Option Plan for Outside Directors at thetime he was re-elected at the 2004 Annual Meeting of Shareholders.

 

**ITEM 11.  ExecutiveCompensation**

 

**SummaryCompensation**

 

The following tablecontains summary information concerning the annual compensation paid by theCompany for the years ended December 31, 2004, 2003 and 2002 to (a) ourChief Executive Officer, and (b) the executive officers other than theChief Executive Officer who were serving as executive officers at December 31,2004 and whose annual salary and bonus for the year ended December 31,2004 exceeded $100,000:

 
| ** **                              | ** ** | **Annual Compensation** | ** ** | ** **                 | ** ** | **Number of Shares** | ** ** | ** **                     | ** ** |
|-----------------------------------------|------------|-------------------------|------------|----------------------------|------------|----------------------|------------|--------------------------------|------------|
| **Name & Principal  Position** | ** ** | **Year**                | ** ** | **Salary and  Commission** | ** ** | **Bonus**            | ** ** | **Other Annual  Compensation** | ** ** | **Underlying  Options Granted** | ** ** | **All Other   Compensation (1)** | ** ** |
|                                    |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |
| Roger E. Gower,                         |       | 2004                    |       | $                          | 262,939    |                 | $          | 0                              |       | $ | 10,200 | (2) | 0 |   | $ | 0 |   |
| Chairman,  President, CEO               |       | 2003                    |       | $                          | 233,111    |                 | $          | 0                              |       | $ | 10,200 | (2) | 200,000 |   | $ | 3,065 |   |
| & Secretary                         |       | 2002                    |       | $                          | 258,365    |                 | $          | 0                              |       | $ | 10,200 | (2) | 11,250 |   | $ | 4,315 |   |
|                                    |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |
| Richard S.  Sidell                      |       | 2004                    |       | $                          | 150,000    |                 | $          | 0                              |       | $ | 0 |   | 0 |   | $ | 0 |   |
| Chief Technical  Officer                |       | 2003                    |       | $                          | 129,615    |                 | $          | 0                              |       | $ | 0 |   | 100,000 |   | $ | 1,812 |   |
|                                    |       | 2002                    |       | $                          | 150,972    |                 | $          | 20,000                         |       | $ | 0 |   | 28,750 |   | $ | 5,128 |   |
|                                    |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |
| Thomas P. Maun,                         |       | 2004                    |       | $                          | 159,852    |                 | $          | 0                              |       | $ | 0 |   | 100,000 |   | $ | 0 |   |
| Vice President  and Chief               |       | 2003                    |       | $                          | 126,691    |                 | $          | 0                              |       | $ | 0 |   | 150,000 |   | $ | 1,831 |   |
| Financial  Officer (3)                  |       | 2002                    |       | $                          | 127,777    |                 | $          | 15,000                         |       | $ | 0 |   | 88,436 |   | $ | 4,283 |   |
|                                    |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |
| Christopher  Buckley,                   |       | 2004                    |       | $                          | 126,691    |                 | $          | 0                              |       | $ | 0 |   | 175,000 |   | $ | 0 |   |
| Senior Vice  President                  |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |
| Of Worldwide  Sales(4)                  |       |                    |       |                       |       |                 |       |                           |       |   |   |   |   |

 

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(1)          Includes vested retirement plan contributions made by the Company.

(2)          Includes automobile related costs.

(3)          Mr. Maun was appointed as an officer in July 2002.

(4)          Mr. Buckley was appointed as an officer in August 2004.

 

8

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**Stock OptionGrants**

 

The following tablecontains information concerning the grant of stock options during calendar year2004 to the executive officers named in the Summary Compensation Table:

 
| ** **          | ** ** | ** **           | ** ** | ** **           | ** ** | ** **   | ** ** | ** **     | ** ** | **Potential Realizable Value at** | ** ** |
|---------------------|------------|----------------------|------------|----------------------|------------|--------------|------------|----------------|------------|-----------------------------------|------------|
| ** **          | ** ** | **Number of Shares** | ** ** | **Percent of Total** | ** ** | ** **   | ** ** | ** **     | ** ** | **Assumed Rate of Stock Price**   | ** ** |
| ** **          | ** ** | **Underlying**       | ** ** | **Options Granted**  | ** ** | **Exercise** | ** ** | **Expiration** | ** ** | **Appreciation for Option Term**  | ** ** |
| **Name**            | ** ** | **Options Granted**  | ** ** | **to Employees**     | ** ** | **Price**    | ** ** | **Date**       | ** ** | **5%**                            | ** ** | **10%** | ** ** |
| ** **          | ** ** | ** **           | ** ** | ** **           | ** ** | ** **   | ** ** | ** **     | ** ** | ** **                        | ** ** | ** ** | ** ** |
| Thomas P. Maun      |       | 100,000              |       | 25.64                | %          | $            | 1.49       |           | 4/15/14    |                              | $          | 93,705 |   | $ | 237,468 |   |
| Christopher Buckley |       | 175,000              |       | 44.87                | %          | $            | 0.88       |           | 8/13/14    |                              | $          | 96,850 |   | $ | 245,436 |   |

 

**AggregatedOption Exercises and Year-End Option Values**

 

The following tablecontains information concerning the aggregated option exercises for the yearended December 31, 2004 and the year-end option values for the executiveofficers named in the Summary Compensation Table:

 
| ** **          | ** ** | **Shares**      | ** ** | ** **   | ** ** | **Number of Shares Underlying**     | ** ** | **Value of In-the-Money Unexercised** | ** ** |
|---------------------|------------|-----------------|------------|--------------|------------|-------------------------------------|------------|---------------------------------------|------------|
| ** **          | ** ** | **Acquired**    | ** ** | **Value**    | ** ** | **Unexercised Options at Year-End** | ** ** | **Options at Year-End**               | ** ** |
| **Name**            | ** ** | **on Exercise** | ** ** | **Realized** | ** ** | **Exercisable/Unexercisable**       | ** ** | **Exercisable/Unexercisable**         | ** ** |
| Roger E. Gower      |       | 0               |       | $            | 0          |                                | 611,250/0  |                                  | $0/$0      |   |
| Richard S. Sidell   |       | 0               |       | $            | 0          |                                | 282,235/0  |                                  | $0/$0      |   |
| Thomas P. Maun      |       | 0               |       | $            | 0          |                                | 363,436/0  |                                  | $0/$0      |   |
| Christopher Buckley |       | 0               |       | $            | 0          |                                | 175,000/0  |                                  | $0/$0      |   |

 

**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.

 

Mr. Maun has anEmployment Agreement with the Company which provides that in the event of achange in control of the Company which results in the termination of hisposition as Chief Financial Officer, or a substantial diminution in hisresponsibilities, he is entitled to receive his then-current base salary andinsurance benefits for nine months thereafter.

 

Mr. Buckley has anEmployment Agreement with the Company which provides that in the event of achange in control of the Company which results in the termination of hisposition as Senior Vice President of Worldwide Sales, or a substantialdiminution in his responsibilities, he is entitled to receive his then-currentbase salary and insurance benefits for nine months thereafter.

 

9

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**ITEM 12.****  Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters**

 

**SecuritiesAuthorized for Issuance Under Equity CompensationPlans**

 

The following tablecontains information concerning the number of shares authorized for issuanceunder the Company’s equity compensation plans and arrangements as of December 31,2004:

 
| ** **                                              | ** ** | ** **                     | ** ** | ** **               | ** ** | **Number of securities**           | ** ** |
|---------------------------------------------------------|------------|--------------------------------|------------|--------------------------|------------|------------------------------------|------------|
| ** **                                              | ** ** | ** **                     | ** ** | ** **               | ** ** | **remaining available for future** | ** ** |
| ** **                                              | ** ** | **Number of securities to**    | ** ** | **Weighted-average**     | ** ** | **issuance under equity**          | ** ** |
| ** **                                              | ** ** | **be issued upon exercise of** | ** ** | **exercise price of**    | ** ** | **compensation plans (excluding**  | ** ** |
| ** **                                              | ** ** | **outstanding options,**       | ** ** | **outstanding options,** | ** ** | **securities currently**           | ** ** |
| **Plan Category**                                       | ** ** | **warrants and rights**        | ** ** | **warrants and rights**  | ** ** | **outstanding)**                   | ** ** |
| Equity compensation plans  approved by shareholders     |       | 1,646,046                      | (1)        | $                        | 2.80       |                               | 765,000    |   |
|                                                    |       |                           |       |                     |       |                               |       |   |
| Equity compensation plans  not approved by shareholders |       | 1,077,500                      |       | $                        | 1.08       |                               | 130,000    |   |
|                                                    |       |                           |       |                     |       |                               |       |   |
| Total                                                   |       | 2,723,546                      |       | $                        | 2.12       |                               | 895,000    |   |

 

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(1)                                  Includes23,485 shares 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**

 

The following table setsforth certain information regarding the ownership of the Common Stock as of March 31,2004 (i) by each person known to the Company to own beneficially more thanfive percent of the outstanding shares of Common Stock, (ii) by each ofthe Company’s executive officers named in the Summary Compensation table, (iii) byeach of the Company’s directors, and (iv) by all of the executive officersand 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)(2)(3)  730 East Lake  Wayzata, MN 55391            |       | 5,607,087                     |       | 20.7 | % |
|                                                                                         |       |                          |       |   |   |
| Wellington Management  Company, LLP (1)  73 State Street – 19th Floor  Boston, MA 02109 |       | 2,700,000                     |       | 10.6 | % |
|                                                                                         |       |                          |       |   |   |
| Amaranth Advisors LLC (1)(3)  Two American Lane  Greenwich, CT 06836                         |       | 1,446,964                     |       | 5.4 | % |
|                                                                                         |       |                          |       |   |   |
| DIRECTORS AND EXECUTIVE OFFICERS                                                             |       |                          |       |   |   |
|                                                                                         |       |                          |       |   |   |
| Roger E. Gower (4)                                                                           |       | 631,250                       |       | 2.4 | % |
| Richard L. Sidell (4)                                                                        |       | 286,401                       |       | 1.1 |   |
| Thomas P. Maun (4)                                                                           |       | 514,936                       |       | 2.0 |   |
| Christopher Buckley                                                                          |       | 175,000                       |       |   | * |
| D. James Guzy (4)(5)                                                                         |       | 152,472                       |       |   | * |
| Donald J. Kramer (4)                                                                         |       | 80,000                        |       |   | * |
| David M. Sugishita (4)                                                                       |       | 80,000                        |       |   | * |
| Donald R. VanLuvanee(4)                                                                      |       | 100,000                       |       |   | * |
| Patrick Verderico (4)                                                                        |       | 55,000                        |       |   | * |
| Dr. Sheldon Buckler (4)                                                                 |       | 52,500                        |       |   | * |
| All directors and  executive officers as a group  (10 in number) (4)                         |       | 2,127,559                     |       | 7.7 | % |

 

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* Denotes less than 1% of shares outstanding.

 

(1)                                  PerkinsCapital Management, Inc., Wellington Management Company, LLP, and AmaranthAdvisors LLC are registered investment advisors.

 

(2)                                  Includesshares held for clients and shares held by Perkins Opportunity Fund.

 

(3)                                  Includes shares issuable upon conversion ofthe Company’s 10% Senior Subordinated Convertible Notes.

 

(4)                                   Includes shares deemed beneficially owned byvirtue of the right to acquire them within 60 days pursuant to exercise of MCT’sstock options as follows: Mr. Gower – 611,250; Mr. Sidell – 282,235; Mr. Maun– 513,436; Mr. Guzy – 100,000; Mr. Kramer – 80,000; Mr. Sugishita- 80,000; Mr. VanLuvanee - 100,000; Mr. Verderico - 55,000; Mr. Buckler- 50,000 and all directors and executive officers as a group – 2,046,921.

 

(5)           Includes 41,978 shares owned by ArborCompany, of which Mr. Guzy is a general partner.

 

**ITEM 13.****  Certain Relationships andRelated Transactions**

 

None

 

11

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**ITEM14.  Principal Accountant Fee andServices**

 

# **Independent Accountants**

 

Effective November 18,2003, the Board of Directors, pursuant to the recommendation of the AuditCommittee, approved the retention of Virchow, Krause & Company, LLP (“VirchowKrause”), as the Company’s independent auditors for the audit of the Company’sfinancial statements for the fiscal year ending December 31, 2003 and2004.

 

### **AuditFees**

 

The aggregate feesbilled by Virchow Krause and its affiliated firms for professional servicesrendered for the audit of the Company’s annual financial statements for theyears ended December 31, 2004 and December 31, 2003, were $84,000 and$60,000, respectively.  The aggregatefees billed by our prior auditors, Deloitte and Touche (“D&T”), forprofessional services rendered for the audit of the Company’s annual financialstatements for the years ended December 31, 2004 and 2003, were $3,500 and$3,500, respectively.  The aggregate feesbilled by Virchow Krause and its affiliated firms for reviews included in theCompany’s Forms 10-Q in 2004 and service in connection with otherstatutory and regulatory filings by the Company in that year were $15,000.  The aggregate fees billed by D&T forreviews of the financial statements included in the Company’s Forms 10-Qin 2003, and service in connection with other statutory and regulatory filingsby the Company in that year, was $15,750.

 

**Audit-RelatedFees**

 

The aggregate fees billedby Virchow Krause in 2004 and 2003 for assurance and related servicesreasonably related to the performance of the 2003 audit, and not reported underthe prior paragraph, were $0 in each year. The aggregate fees billed by D&T in 2003 for assurance and relatedservices reasonably related to its performance of audits and reviews of theCompany’s financial statements, and not reported under the prior paragraph, was$0.

 

**Tax Fees**

 

The aggregate fees billedby Virchow Krause in 2004 and 2003 for professional services for taxcompliance, tax advice and tax planning were $54,030.  These services consisted of review of taxprovisions for reporting on SEC Form 10-K, preparation of Form 10-Kfootnotes, and preparation of required tax returns due under applicable law.

 

**AllOther Fees**

 

Except for the feesdescribed above, there were no fees billed by Virchow Krause or D&T forproducts and services in 2004 or 2003.

 

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 described above were pre-approved by the Company’sAudit Committee.

 

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**ITEM 15.  Exhibits**

 

31.1         Certification of Chief ExecutiveOfficer

31.2         Certification of Chief FinancialOfficer

32.0         Section 1350 Certification

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report on Form 10-K/Ato be signed on its behalf by the undersigned; thereunto duly authorized, inthe City of St. Paul, State of Minnesota, on April 28, 2005.

 
|   | 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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