SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-K [ X]
  ANNUAL REPORT PURSUANT TO SECTION 13 OR
  15(d) OF THESECURITIES EXCHANGE
  ACT OF 1934For the year ended
  December 31, 2000OR[  ]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR
  15(d) OF THESECURITIES EXCHANGE
  ACT OF 1934  Commission file number 0-22384
MICRO COMPONENT TECHNOLOGY, INC.(Exact name of registrant as specified in its charter) Minnesota
  41-0985960(State or other jurisdiction of
  (I.R.S. Employerincorporation or organization)
  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 mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and (2) has
been subject to such filing requirements for the past 90 days.  Yes X  No Indicate by check mark if disclosure of
delinquent filers pursuant to Item 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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X] The aggregate market value of the common
stock held by non-affiliates of the Registrant on March 1, 2001 (based upon the
closing price of those shares on the NASDAQ National Market System) was
approximately $33.0 million. Number of shares outstanding of the Registrants
Common stock, as of March 1, 2001, is 13,953,995. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrants Definitive Proxy
Statement for the annual meeting of stockholders (the Proxy Statement), and
to be filed within 120 days after the Registrants fiscal year ended December
31, 2000, are incorporated by reference into Part III. MICRO COMPONENT TECHNOLOGY, INC.

TABLE OF CONTENTSPART IITEM 1.
  BusinessITEM 2.
  PropertiesITEM
  3.
  Legal ProceedingsITEM 4.
  Submission of Matters to a Vote of Security
  HoldersPART IIITEM
  5.

  Market for Registrants Common Stock and
  Related Stockholder MattersITEM
  6.
  Selected Financial DataITEM 7.
  Managements Discussion and Analysis of
  Results of Operations and Financial ConditionITEM 8.
  Financial Statements and Supplementary DataITEM 9.
  Changes in and Disagreements with
  Accountants on Accounting and Financial DisclosurePART IIIITEM  10.
  Directors and Executive Officers of the
  RegistrantITEM
  11.
  Executive CompensationITEM 12.
  Security Ownership of Certain Beneficial Owners
  andManagementITEM 13.
  Certain Relationships and Related TransactionsPART IVITEM 14.
  Exhibits, Financial Statement Schedules,
  and Reports onForm 8-KIndex to Consolidated Financial Statements

PART I

This
Form 10-K contains certain forward-looking statements.  For this purpose, any statements contained
in this Form 10-K that are not statements of historical fact may be deemed to
be forward-looking statements.  Without
limiting the foregoing, words such as may, will, expect, believe,
anticipate, estimate or continue or comparable terminology are intended
to identify forward-looking statements. 
These statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially depending on a variety of factors,
including those set forth in the section below entitled Risk Factors.

ITEM 1.  Business

General

Unless
the context otherwise requires, references in this Report on Form 10-K to
"MCT",  We, Us, Registrant and the "Company" refer to
Micro Component Technology, Inc. and its consolidated subsidiaries.
MCT was incorporated in Minnesota on June 20, 1972, was reorganized as a
Delaware corporation on June 28, 1983 and reorganized as a Minnesota corporation
on November 6, 1996.  MCT has two wholly
owned active subsidiaries, Micro Component Technology Asia Pte. Ltd., MCT
Asia, and Aseco Corporation, Aseco, which was acquired January 31,
2000.  Our principal executive offices
are located at 2340 West County Road C, St. Paul, Minnesota 55113 and our
telephone number at that location is (651) 697-4000.

Our
trademarks used in this Form 10-K are: 
MCT, Infinity Systems, Aseco, Tapestry, Smart Solutions, SmartMark, SmartSort,
SmartTrak, Isocut, Workstation 2000, MCT 2000, MCT 3120, MCT 5115, MCT 5100,
MCT 7632, S-170, S-130, MCT 4610, S-200, AV-1000, AI-1000, AL-1000, AS-1000 and
RoadRunner.  All other trademarks or
trade names referred to in this Form 10-K are the property of their respective
owners.

Background

On October 18, 1993 we completed an initial
public offering of 2,200,000 shares of common stock resulting in net proceeds
to us of $21.7 million.  Simultaneous
with the closing, all series of redeemable preferred stock, Class B non-voting
common stock and the outstanding subordinated debentures were exchanged or converted
into shares of common stock.

On
November 22, 1994, we completed the sale of our 1149 tester product line to
Megatest Corporation.  Concurrent with
this sale, Megatest purchased 315,789 shares of our non-voting Class A
preferred stock.  On November 24, 1997,
we converted 315,789 shares of Class A preferred stock to common stock on a
one-for-one basis.

On
September 25, 1995, we completed the sale of our European subsidiary,
Intertrade Scientific, Inc., ITS.  We
continue to distribute our products in Europe through another distributor.

On June
29, 1999, we acquired certain assets and assumed certain liabilities of the
Systems Integration unit of FICO America, Inc., forming the Infinity Systems
Division to develop and implement Manufacturing Execution Systems, and factory
control systems to customers in the semiconductor industry.

On January 31, 2000, we completed our
acquisition of Aseco Corporation, a Massachusetts based manufacturer of
handling equipment.  The acquisition was
structured as a stock-for-stock purchase and was accounted for using the purchase
method of accounting.  The purchase
price totaled $24.0 million, consisting of 2.6 million shares of MCT common
stock valued at $22.5 million issued to former Aseco shareholders and $1.5
million of acquisition-related costs.

On April 11, 2000, our Board of Directors
elected to change our fiscal year end to a year ending on December 31,
effective December 31, 1999.  Our interim
thirteen-week quarters each end on a Saturday.

On
August 16, 2000, we issued 3,000,000 shares of common stock, and on September
18, 2000, we issued 290,000 shares of common stock in a public stock
offering.  Proceeds from the offering
totaled $19.7 million.

Introduction

We are a leading supplier of integrated
automation solutions for the global semiconductor test and assembly
industry.  We offer a complete and
comprehensive automation solution for the test, laser mark, mark inspect,
singulation, sort, and packaging for shipment portions of the back-end of the
semiconductor manufacturing process that significantly improves our customers'
productivity, yield and throughput.  Our
solutions include our series of integrated Smart Solutions, automated test
handlers, factory automation software and integration services.  Our customers include many leading
semiconductor companies such as AMD, Analog Devices, National Semiconductor,
Lucent Technologies and ST Microelectronics and many of the leading back-end
test and assembly companies including Amkor and Acer Testing.  We believe we have one of the world's
largest installed bases of handlers used to test semiconductor devices.

Semiconductor devices are becoming more
complex and are characterized by shrinking semiconductor device sizes, chip
scale packaging, increased circuitry and larger wafer sizes.  These trends have led manufacturers to seek
new tools and new solutions to meet their demanding requirements.  We believe that our complete offering of
automation products and services allows manufacturers to effectively address
evolving process technologies and packaging formats, such as strips and
chip-scale packaging.

Beginning in 1999, we broadened our strategy
from that of a test handler manufacturer to one of becoming a provider of
comprehensive automation solutions for the back-end of the semiconductor
manufacturing process. Consistent with this new strategy, we have recently
completed two acquisitions.  Our
acquisition of Infinity Systems in June 1999, a company involved in the
development of factory automation software, was integral to the development of
our integrated Smart Solutions product suite. 
In January 2000, we completed our acquisition of Aseco, which provided
us with increased machine vision and robotics engineering technology critical to
the handling of strips and wafers.

Industry Overview

The semiconductor device industry has grown
tremendously over the last decade. This growth has been driven by traditional
semiconductor markets like personal computers and data processing, and more recently
by the proliferation of semiconductor devices in telecommunications, wireless
communications, and consumer electronics, as well as Internet infrastructure
equipment.

The process of semiconductor manufacturing is
one of the most complicated and logistically challenging manufacturing
processes in the world.  An advanced
semiconductor device can travel approximately ten miles and undergo as many as
500 production steps before completion. 
The semiconductor device manufacturing process is traditionally divided
into two parts: the front-end, which includes wafer fabrication from bare
substrate to finished wafer; and the back-end which includes semiconductor
device test, assembly and packaging. 
Front-end and back-end manufacturing facilities are expected to run 24
hours a day, 7 days a week to provide the productivity needed to meet the
requirements of the market.

Initially, semiconductor manufacturers
concentrated their efforts on improving the more expensive front-end wafer fabrication
process.  They improved the front-end by
first automating the individual production tools and more recently by
integrating the various production tools through factory automation
software.  Tool automation was
significant because it replaced most human handling of the wafers with
robotics, resulting in dramatically increased yields.  Factory automation software is significantly improving
productivity, yield and throughput in the front-end by utilizing powerful
production scheduling, materials handling and process tool control software.

Automation of back-end tools and facilities is severely lagging the
front-end.  Only recently have manufacturers
begun to seek automation solutions for the back-end production process.  This is because, historically, the cost of
back-end assembly and test processes was only a small portion of the total
semiconductor device cost and traditional processes were able to provide
adequate throughput.  Today the cost of
back-end assembly and test per semiconductor device often equals or exceeds the
cost per semiconductor device from the front-end facility. We believe that as
manufacturers seek to raise the standards of yield, productivity, throughput
and cost reduction in the back-end, the growth rate of the newly developing
back-end automation market will exceed that of the overall automation market.

Traditional
Semiconductor Manufacturing Process

Semiconductor devices arrive for test in
strip or wafer format, with each strip or wafer containing multiple individual
devices.  Until recently, most semiconductor
manufacturers believed it was necessary to test individual semiconductor devices
after they were singulated, or cut from the strip or wafer, because singulation
could result in damage or contamination to the semiconductor devices.  However, as semiconductor device and package
sizes have shrunk, they have become extremely difficult to handle
individually.  For example, manufacturers'
chip scale packages, or CSPs, are nearly the same size as the die they
package.  Traditional handling tools do
not have the flexibility to adequately address the various semiconductor device
size and chip-scale packaging technologies demanded by manufacturers.  As a result, handling tools designed for
singulated processes have become a bottleneck to throughput.

Manufacturers are beginning to acknowledge
that post-test singulation can be done without damage or contamination.  This understanding permits manufacturers to
process, handle, and test multiple devices while still in strip or wafer
format.  Strip handling increases
process flexibility by permitting the handling and testing of a variety of
packages, substrates and semiconductor device sizes. In addition, strip
handling significantly increases throughput by reducing the number of process
steps and by allowing the tester to test multiple strips and semiconductor
devices in parallel.  We believe that as
manufacturers seek to increase productivity, yield and throughput, they will
adopt strip processing throughout assembly and testing.  Consequently, we believe strip processing
technology will be critical to any back-end automation strategy.  This change will require new tools and
technologies than those currently in place.

In implementing broader automation strategies
in the back-end, manufacturers face other significant challenges besides the
development of strip processing tools. 
For example, production tools in the back-end historically have not
communicated well with one another, if at all, and the transitions between
production steps have not been integrated. 
This lack of communication and integration has prevented back-end
manufacturers from realizing many of the benefits of factory automation and has
prevented the collection of critical process data.

Our Solution

We seek to provide our customers a
comprehensive automation solution for their test and assembly processes. By deploying
our products and services, our customers are able to improve their production
yields, factory throughput, tool productivity and utilization while reducing
product cost.  The key components of our
solution are our:

 Tapestry series automated strip handler;
 Smart Solutions integrated product series;
 Infinity System factory automation software and integration services; and
 Complete line of traditional test handlers for singulated processes.Our
solution provides the following benefits to our customers:



Flexibility to address new form factors,
including wafers and strips.We believe that our Tapestry handler is one of the first handlers
capable of processing semiconductor devices in strip or wafer formats.  Tapestry provides increased flexibility,
permitting the handling and testing of a variety of packages, substrates and
semiconductor device sizes.  Depending
on the application, we believe that our Tapestry handler's throughput capability
is three to ten times greater than existing singulated handling options
available today.Ability
to collect critical process data.Our Smart
Solutions products utilize our factory automation software to provide both the
hardware and software necessary to accurately track important yield events in
the test and assembly portion of the back-end process.  We use state-of-the-art machine vision technology
to accurately track all semiconductor devices as they travel through the test
and assembly processes.  This technology
is not only critical to the precise positioning of strips, but also enables our
software to generate critical process data. This information, together with
yield information obtained in the assembly process and the front-end facility,
can provide real-time data on the entire semiconductor manufacturing process
for each wafer, giving manufacturers the information they need to improve their
processes and increase their yields.Deployment
of integrated, comprehensive solutions.Our suite of automation tools, software
products and services addresses the varied automation needs of individual
back-end manufacturing facilities.  Our
factory automation software has the ability to integrate production tools from
various manufacturers into one total solution. 
This allows our customers to fulfill a significant portion of their test
and assembly automation needs through a single supplier, thereby simplifying
training, maintenance, capacity expansion and supplier accountability.Worldwide
service and support engineering.We provide worldwide service and support
engineering to our customers as part of the purchase of all of our products,
which includes comprehensive installation support. As our products have
expanded to offer greater functionality, we have provided application
engineering support so that our customers can take advantage of these advances
to improve their processes.Strategy

Our
objective is to be the leading supplier for the newly developing market of
automated solutions for the semiconductor test and assembly market.  Key elements of our strategy include:Providing
comprehensive automated solutions.Today, we provide automation solutions for
the test and assembly portion of the semiconductor manufacturing process,
including test, laser mark, mark inspect, singulation, sort, and packaging for
shipment.  In addition, we are expanding
our automation solutions to include integration solutions compatible with
products from a greater number of other equipment manufacturers.  We intend to enhance the software component
of our automation solutions by adding data analysis and report generating
capabilities to increase our customer's ability to improve their manufacturing
process.  In the future we plan to
expand the Smart Solution suite of products to handle other processes within
the semiconductor test and assembly area.Capitalizing
on emerging chip scale packaging, or CSP, process development.Our Smart Solutions and Tapestry products
already meet initial chip scale package process requirements through strip
handling.  However, the vast number of
new chip scale packages recently introduced has imposed additional requirements
on semiconductor test and assembly processes. As a leader in providing
automation solutions that address chip scale packaging technologies, we are
actively evaluating opportunities and beginning development of next-generation
handling and automation solutions for advanced semiconductor device packaging.

Strengthening key customer relationships.Our customers include many of the world's
leading providers of semiconductor devices as well as major third-party test
and assembly companies.  We expect that
our customers will look to us to help resolve their process as well as
automation problems throughout the back-end. 
We plan to capitalize on our position as a solutions provider by
expanding our application engineering team. 
As we solve our customers' diverse needs, we will deepen our present
customer relationships and also build our knowledge base so that we can develop
similar relationships with others in the semiconductor manufacturing industry.Leveraging
our strong sales and service capability.We predominantly sell our products through
our direct sales force and have established sales and service offices in the
world's major centers of semiconductor manufacturing.  We expect to utilize our existing service offices to expand and
continually train our sales force to support our new Smart Solutions suite of
products.  Also, we plan to expand both
service and field application personnel for the Smart Solution products.  We are placing software engineers in several
Asian locations to directly support Infinity Systems' pursuit of factory
automation software sales.Continuing
to develop and support existing singulated test handling solutions and
products.We believe that we have one of the largest installed bases of
traditional test handlers in the world. 
We intend to support our customers who use singulated test handling with
new product introductions for specialty applications.  In addition, we are developing new modules for our singulated
handlers to provide additional back-end processes such as mark and tape and
reel.Products

Automation Products

Our Smart Solutions suite of products, once
integrated with a tester, are designed to automate the entire test process from
the point where the semiconductor devices have been packaged, through test,
laser mark, inspection, singulation and sort, to the point of shipment to the
customer.  Our newly introduced Smart
Solutions product family offers semiconductor manufacturers greater
flexibility, yield and throughput. 
These products are designed to meet the back-end semiconductor manufacturer's
demand for greater production efficiency, lower cost of test and manufacturing
flexibility.  The following table sets
forth our key automation product offerings by category, date introduced and
application.



Automation
  Product Category
  Product
  Name
  Introduced
  ApplicationsSmart Solutions
  Tapestry
  February 1999
  A next generation
  handling system for semiconductor devices that are in strip or wafer package
  formats.Isocut
  May 2000
  Automated system to
  partially singulate chip scale packages in strip format, electrically isolating
  the semiconductor devices to accommodate test.SmartMark
  May 2000
  An automated high speed
  laser marker for integration with strip handling.SmartSort
  May 2000
  A high speed sorter for
  offloading chip scale packages including a post-test singulation function.SmartTrak
  May 2000
  Software management
  system providing a map with information about each semiconductor device in
  the strip.Input/Output Module
  (Slotted)
  February 1999
  Automatic loading and
  unloading module of strips contained in a slotted magazine assembly.Input/Output Module
  (Stacked)
  May 2000
  Automated loading and
  unloading of strips contained in a stacked magazine assembly.Automation Software
  Infinity Systems
  Software Solutions
  Acquired in June 1999
  Manufacturing software control systems for
  semiconductor assembly and test plants including equipment integration
  through overall factory and corporate information systems integration.Smart Solutions.Our Smart Solutions product family was introduced to meet the
anticipated evolution of back-end manufacturing from singulated handling to
strip processing through the final stages of assembly and electrical test.  Additionally, our Smart Solutions products
are designed with electronic strip mapping capability as a cornerstone.  As high-density semiconductor strips with
tiny chip scale packages become the standard, electronic strip mapping
addresses the problem of manually tracking individual semiconductor devices
within the strip.  The new Smart
Solutions systems provide customers enhanced performance in either stand-alone
or integrated assembly lines.  The
current average selling price for Smart Solutions products vary from $300,000
for a single module to approximately $1.5 million for a system that includes
all of the components.

Tapestry, our strip handling system
introduced in February 1999, is the flagship of the Smart Solution product
family.  Tapestry is a versatile, high
volume, parallel test handling and thermal conditioning system for
semiconductor devices that are in strip format.  Thermal conditioning is required to ensure that a semiconductor
device can operate normally in a wide range of temperatures.  Tapestry can condition devices at
temperatures ranging from 40 degrees centigrade to +130 degrees centigrade.  The system is capable of handling fine pitch
chip scale packages as well as traditional leaded semiconductor devices in
strip format.  Using standard industry
interfaces, the system is designed to function as a stand-alone system, or can
be integrated into an in-line process with our other Smart Solution products or
equipment of other manufacturers.  In
addition, we offer a wafer handling version of Tapestry capable of handling
larger profile packages including complete wafers and glass substrates.

SmartSort, our new high-speed intelligent
sorting system, allows customers to sort devices from a strip according to the
electronic strip map and place semiconductor devices in containers for shipment
to customers.  This new capability is
especially critical for small semiconductor devices such as chip scale packages
due to their size and difficulty in handling. 
SmartSort utilizes an innovative multi-site device picking approach,
which provides increased throughput advantages as compared to existing sorting
methods.  Off-load options for SmartSort
include bulk, tray, tube or tape.  Other
options include vision inspection and wash and dry.

SmartMark, our new intelligent laser marking
system, offers customers a method for marking individual semiconductor devices
uniquely within a strip according to their corresponding electronic strip map.  SmartMark is utilized with a commercial laser
system and two-dimensional reader.  We
also provide an optional vision system for post-mark inspection.

Our suite of newly introduced Smart Solution
products includes additional modules to assist companies in automating the
back-end of the semiconductor manufacturing process using the new strip
format.  These include the Isocut module
for partial singulation of semiconductor devices in order to allow them to be
tested in strip form.  We also have
input/output devices for both slotted and stacked magazines used with strips.

Automation
Software Division.Infinity
Systems Software Solutions provides highly sophisticated systems integration
services to the semiconductor test and assembly industry.  Infinity Systems solutions assist customers
in creating either new manufacturing environments or implementing new methods
and control systems in existing ones. 
These installations allow previously isolated stand-alone equipment to
exchange information with other equipment and provide for remote monitoring and
control of these systems.  Our
engineering experience, efficient software development process, strong project
management and our understanding of semiconductor handling systems allow us to
assist customers in specifying equipment behavior and software interfaces as a
proactive component of the design and procurement process.



Singulated
Handling Products

We also provide more traditional singulated
handling products utilizing both pick-and-place and gravity-feed technology.



Singulated
  Handling Products
  Product
  Name
  Introduced
  ApplicationsPick and Place
  7632
  May 1997
  Multiple site test
  handler for a wide variety of semiconductor devices, able to present up to 32
  semiconductor devices for test simultaneously, utilizing tray or tube input
  and output.S-200
  December 1994*
  Dual site test handler for a wide variety
  of semiconductor devices, utilizing tray input and output.Gravity Feed
  5115
  February 2000
  High-speed dual site test handler with
  mark, machine, vision and inspection capabilities utilizing bulk or tube
  input, and tape and reel or tube output.5100
  December 1996
  High-speed dual site test handler for small
  outline surface-mount packages, utilizing tube input and output.S-170
  September 1997*
  Single site test handler for large surface-mount
  packages, utilizing tray input and output.S-130
  January 1987*
  Single site test handler for small outline
  surface-mount packages, utilizing tube input and output.4610
  April 1985
  Dual site test handler for large surface-mount
  packages, utilizing tube input and output.*
Products of Aseco which we acquired on January 31, 2000.



Our pick-and-place handling products can
accommodate a large variety of package types. 
An example is our 7632 handler which transfers semiconductor devices
from carriers, moves them to the test site and then moves them to the appropriate
bin after testing.  It can test from 1
to 32 semiconductor devices in parallel at temperatures ranging from 60
degrees centigrade to +160 degrees centigrade. 
Our 7632 handler is capable of loading and unloading semiconductor
devices from carriers while testing without interrupting system operation.  It is controlled by high-speed computers
that monitor all functions of the handler and are capable of producing reports
describing test efficiency, handler uptime, test yield, operator identification,
lot statistics and other customer defined data.

Our gravity-feed handling products are
designed for test handling of surface mount semiconductor devices that are transported
in bulk or in plastic tubes.  Our
handlers rely on gravity to move untested semiconductor devices from the top of
the handler, where the temperature of the semiconductor device is modified to
temperatures ranging from 55 degrees centigrade to +155 degrees centigrade,
depending on the handler, to the test site and then to the output bins based on
the quality of the semiconductor device.

Our 5100 gravity feed handler is capable of
testing one or two devices in parallel with throughput of up to 14,400 devices
per hour with an index time of only 0.5 seconds.  It can be configured to handle a variety of devices with several
different kits for varying customer requirements.  We began shipping 5100 handlers in 1997 and it represented a
significant portion of our equipment sales in 2000, the six-month transition
period ended December 31, 1999, and fiscal 1999 and 1998.

Our 5115 integrated gravity-feed handling
solution is targeted at new chip scale packages.  The 5115 features the same proven gravity-feed and pick and place
technologies used on our 5100 handler and adds integrated capabilities for
laser mark, tape and reel output, final visual inspection, and a bowl feed
input option. The system offers a system throughput of over 8,000 units per
hour in dual site mode, assuming no test. The systems unique plunge-to-board
capability allows the devices to be placed directly onto a tester load board or
plunged into a socket designed specifically for high performance radio
frequency device performance testing.

Other Products and
Services

Wafer Handling and Inspection Equipment.  With our acquisition of Aseco in January
2000, we also acquired several wafer handling and inspection products.  This equipment is used to automate the
transfer and inspection of wafers between semiconductor manufacturing process
steps.  This equipment provides visual
multi-light wafer inspection, automatic microscope based wafer inspection, a
loader for the automatic wafer microscope and an automatic wafer sorter all of
which provide safe handling, versatility and a clean environment for semiconductor
manufacturing.

Other handler, tester products and
services.We provide
service and spare parts for all of our current and many of our discontinued
products. We have also done significant business in refurbishing a
semiconductor device tester that is still widely used but that was last
manufactured by us in 1993.

Research
and Development

As an
important element of our business strategy, we work closely with our customers
to develop new products and enhancements of existing products to meet the
evolving needs of the test and assembly market, particularly with respect to
emerging semiconductor devices, while striving to provide the lowest cost of
test.  These efforts, historically
focused on test handler products, have resulted in the successful introduction
of three new product platforms, the MCT5100, MCT7632 and Tapestry handling
systems, from fiscal 1997 through fiscal 1999. 
In May 2000, we launched our SmartSort and SmartMark products, which are
aimed at the automation of a number of the back-end processes and expand our
capabilities beyond the core test handler markets.  These new products together contributed approximately 70% of
product shipments in the year ended December 31, 2000, excluding Aseco
products, and approximately 37% of shipments inclusive of Aseco products.

Although we rely primarily on our internal
engineering capabilities to develop new products and enhance existing products,
we also utilize contract services to enhance our technical capabilities or temporarily
expand our resources.  In addition, we
work closely with several manufacturers of products that are incorporated into
our products or are complementary to our products when we believe a higher quality,
lower cost product would result.

An ongoing goal of our research and
development activities is to reduce the time required to develop new products
and bring them to market.  As the
back-end process becomes increasingly automated and complex, the development of
improved software for our products becomes increasingly important.  We currently develop all software in-house
and plan to expand our expertise in this area.

Our research and development expenses were $9.3 million in the year ended
December 31, 2000, $1.5 million in the six-month transition period ended December
31, 1999,  $2.8 million in fiscal 1999
and $3.7 million in fiscal 1998.Our combined
resources totaled 94 employees and contractors in research and development, or
approximately 31% of our entire workforce, at December 31, 2000.

Customers

Our customers include many of the leading
manufacturers of semiconductor devices, as well as test and assembly companies
in the United States, Europe and Asia. 
In recent years, our significant customers have shifted from the major
semiconductor manufacturers to test and assembly companies, corresponding to
the increased utilization of test and assembly companies by the major
semiconductor manufacturers.  Amkor Technology, Inc. accounted for 14% of our
net sales in the year ended December 31, 2000 and 27% of our net sales in
fiscal 1999.  In the six-month
transition period ended December 31, 1999, Lingsen Precision Industries, Ltd.,
accounted for 19% of our net sales.  In
fiscal 1998, no single customer accounted for more than 10% of our net
sales.  The acquisition of Aseco
expanded our customer base and introduced us to several new customers.  One of Aseco's largest customers, Analog Devices,
Inc., accounted for 13% of Aseco's net sales in fiscal year 1999, and 23% in
fiscal 1998. Motorola, Inc. accounted for 13% of its net sales in fiscal 1999
and Maxim Integrated Products, Inc. accounted for 16% of Aseco's net sales in
fiscal 1998.

Our customers tend to limit the number of
qualified equipment vendors they purchase from, to gain the efficiencies of
standardization across their production process.  We therefore expend substantial efforts to maintain our
relationships with our existing major customers to increase the likelihood that
they will continue to select our products for their future generations of
semiconductor devices.  However, when a
customer develops a new type of semiconductor device or the customer changes
the size or package for a semiconductor device, the customer is more willing to
consider purchasing test handling equipment and other automation equipment from
a new source.

Marketing, Sales and
Worldwide Support

We market our products primarily to
semiconductor manufacturers and third party test and assembly companies through
our own sales force and in selected markets through independent sales
representatives and distributors.  Our
automation solutions, however, are marketed directly by our employees to the
key personnel at customers and potential customers who are in charge of capital
equipment for the entire back-end. 
These sales frequently involve major decisions by the customer as to the
configuration and operation of its entire back-end operation.  Although in some situations the sales cycle
for Smart Solutions products may be longer than for our traditional handler
products, we believe that the average order amount will be larger.

We augment our sales efforts with direct
customer support/service engineers and application engineers based in the
field.  These engineers are specialists
in our product portfolio and partner with our customers to help determine
product requirements.  Our service
engineers install our equipment and train the customers' operators and
maintenance technicians on the proper use and care of our equipment.  Our application engineers help identify
emerging markets for new products and are supported by our design center in St.
Paul, Minnesota.

We established a presence in Asia more than
20 years ago, where we operate through our subsidiaries with offices in
Singapore and Penang, Malaysia.  To
supplement the region's sales and service coverage, we use sales representative
companies and distributors in the Philippines, Korea, Taiwan and China.  We have stationed service engineers in
Singapore, Malaysia, Thailand and the Philippines for rapid response to
customer needs in Asia. Through our foreign subsidiaries' distributors and
sales representatives, we maintain customer support centers in 26 locations in
the United States, Asia and Europe, with over 25 direct employees.

Manufacturing and
Suppliers

Our principal manufacturing operations
consist of final assembly, system integration and testing at our facilities in
St. Paul, Minnesota, and Marlborough, Massachusetts.  We combine proprietary software and components developed in our facilities
with components and subassemblies obtained from outside suppliers.  We out-source the manufacture of most of our
components to a number of different suppliers. 
We obtain certain components and subassemblies necessary for the manufacture
of our systems from a sole supplier or limited group of suppliers.  We do not maintain any long-term supply
agreements with any of our key suppliers. 
We maintain our own machine shops at each manufacturing facility for
handling special materials and product development.

Competition

The semiconductor device testing and assembly
equipment industry is highly competitive, and the market for our automation
products and services is expected to become more competitive.  We face substantial competition throughout
the world primarily from manufacturers in the United States and Japan.  The only company that we are aware of that
currently offers a production grade strip handling solution comparable to our
Tapestry product is Fico BV, whose product was introduced in approximately
1995.  Fico's product line currently is
used only for leaded semiconductor devices. 
However, we are aware that other companies are developing strip handling
solutions, some have shipped beta versions to customers, and expect other
companies will offer automation systems for the back-end when strip testing
technology becomes more accepted.  Our
primary competitors in the traditional handler market are Advantest
Corporation, Aetrium Incorporated, Cohu, Inc., Kuwano Electrical Instruments
Co., Ltd., Multitest Electronics Systems GmbH, Rasco AG and Tesec Corporation.
Many of these competitors are considerably larger and have considerably greater
financial resources than we do.

The principal elements of competition in our
markets include throughput capability, quality, reliability, price, product
performance, customer service and support, financial strength, versatility and
the ability to deliver on schedule. 
Although we believe that we compete favorably with respect to each of
these factors, new product introductions by our competitors could cause a
decline in sales or loss of market acceptance of our existing products.  If competitors introduce more technologically
advanced products, the demand for our similar products would likely be reduced.

Intellectual Property
Rights

We attempt to protect the proprietary aspects
of our products with patents, trademarks and copyrights, as well as contractual
and other trade secret protection strategies. 
We have 9 patents issued and active, 4 patent applications pending in
the U.S., and 2 patent applications pending in Germany and South Korea.

We have developed and are using a number of
trademarks, slogans and other commercial symbols to advertise and sell our
products.  We own one federally
registered trademark, and have a number of trademark applications pending in
the U.S. Patent and Trademark Office. 
Our proprietary computer programs are protected under federal copyright
law as unpublished original works.  We
also maintain the secrecy of our software source codes through licensing and
other restrictions.

We frequently review our inventions and
attempt to determine which inventions will provide substantial differentiation
between our products and those of our competitors.  In certain cases, we may also choose to keep an invention or
process a trade secret.  Key employees
are required to enter into nondisclosure and invention assignment agreements,
and customers, vendors and other third parties also must agree to nondisclosure
restrictions prior to disclosure of our trade secrets or other confidential or
proprietary information.

The intellectual property position of any
manufacturer, including us, is subject to uncertainties and may involve complex
legal and factual issues.  Allowed
claims for our existing or future patents issued may be challenged, invalidated
or circumvented, and any rights granted by those patents may not provide us
with adequate protection.  Additionally,
it may be possible for competitors or customers to copy aspects of our products
or to obtain information that we may regard as a trade secret.  Litigation may be necessary in the future to
enforce our patents and other intellectual property rights or to defend us
against claims of infringement.

Backlog

At December 31, 2000 our backlog of unfilled
orders was $10.6 million, compared with $4.0 million at December 31, 1999,
which was prior to the acquisition of Aseco. 
A significant portion of the backlog at December 31, 2000 is expected to
be shipped in the next two quarters. 
Since a large majority of the shipments made in a given quarter are
usually made during the latter part of the quarter, and since a significant
portion of shipments in a given quarter are booked during that same quarter,
backlog as of a date in the middle of the quarter will typically be greater
than backlog at quarter end.  We include
in backlog only those orders to which a purchase order number has been assigned
by the customer and for which a delivery schedule has been specified.  All orders are subject to cancellation by the
customer with limited charges.  Our backlog
at a particular date is not necessarily indicative of actual sales for that or
any succeeding period and does not reflect the effects of SAB 101 discussed
elsewhere herein.

Employees

At December 31, 2000, we had a total of 292
employees plus 7 contract personnel, in the following areas: 105 in
manufacturing, 94 in engineering and research and development, 69 in sales,
marketing, application engineering and service, and 31 in administration.  Our workforce declined approximately 8% in
the first quarter of 2001 due to reductions as a result of a downturn in the
semiconductor capital equipment market. 
Many of our employees are highly skilled, and we believe our future
success will depend in large part on our ability to attract and retain similar
employees.  None of our employees are
covered by a collective bargaining agreement, and we have experienced no work
stoppages.  We consider our relationship
with our employees to be good.

Seasonality in
Quarterly Operating Results

During each quarter, we customarily sell a
relatively small number of systems that carry a high average selling
price.  Although we believe our sales
are not seasonal in nature, a small change in the number of products ordered
and/or shipped and accepted in a quarter can have a significant impact on
results of operations for that particular quarter.  Moreover, production difficulties could delay shipments.  Accordingly, our operating results may vary
significantly from quarter to quarter and could be adversely affected for a
particular quarter if shipments and customer acceptances for that quarter were
lower than anticipated.  Our quarterly
operating results may also be affected by, among other factors, the timing of
new product introductions, fluctuations in the semiconductor market and the
actions of competitors.

Financial Information
about Foreign and Domestic Operations and Export Sales

We operate in three geographic areas.  Summarized data for our operations are
included in Note 11 of Notes to Consolidated Financial Statements, included
elsewhere herein.

ITEM 2. 
Properties

We occupy approximately 69,000 square feet of
leased space in St. Paul, Minnesota, for our principal executive offices,
research and development and manufacturing activities.  In May 2000, we notified our landlord of our
intent to exercise our one-time option to lease the remaining additional 11,000
square feet within the same building, beginning twelve to twenty-four months
later, at a date to be mutually determined. 
This lease expires in 2006.   We
also utilize approximately 61,000 square feet of space in Marlborough,
Massachusetts, for research and development and manufacturing activities, under
a lease that expires in 2003.  In
February 2001, we announced our plans to transfer manufacturing operations from
our Marlborough facility to our St. Paul facility.  As a result, we expect to substantially reduce the square feet
utilized in Marlborough during 2001.  We
operate our Infinity Systems division out of approximately 10,000 square feet
of leased space in Tempe, Arizona, for software and automation systems
development.  This lease expires in
2003.  We believe that our current and
committed facilities are adequate to support our growth for at least the next
twelve months.

ITEM 3.  Legal Proceedings

There are no material pending legal,
governmental, administrative or other proceedings to which we are a party.

ITEM 4.  Submission of Matters
to a Vote of Security Holders

There were no matters submitted to a vote of
security holders during the quarter ended December 31, 2000.



PART II



ITEM 5.  Market for Registrants
Common Stock and Related Stockholder Matters

Our common stock is traded on the NASDAQ
National Market under the symbol MCTI. 
The following table sets forth, for the periods indicated, the high and
low closing sale prices per share of our common stock, as reported by the
NASDAQ National Market.

High
  LowFiscal Year ended December 31, 2000First Quarter
  $12.63
  $4.75Second Quarter
  9.94
  4.63Third Quarter
  9.38
  6.50Fourth Quarter
  7.88
  2.19Six-Month Transition Period Ended December
  31, 1999First Quarter
  $5.56
  $2.13Second Quarter
  5.06
  3.25Fiscal Year ended June 26, 1999First Quarter
  $1.06
  $0.50Second Quarter
  1.88
  0.44Third Quarter
  2.69
  1.31Fourth Quarter
  2.59
  1.84

The approximate number of holders of record
of the common stock as of December 31, 2000 was 248.

We have never declared or paid any cash
dividends on our common stock and do not anticipate paying any cash dividends in
the foreseeable future.  We currently
intend to retain future earnings to fund the development and growth of our
business.  Our bank line of credit
prohibits the payment of cash dividends without the banks consent.

ITEM 6. 
Selected Financial Data

SELECTED CONSOLIDATED  FINANCIAL
DATA

TwelveYear
  Months
  Six MonthsEnded
  Ended
  Ended
  Fiscal Years EndedDec. 31
  Dec.
  31
  Dec. 31
  Dec. 31
  June 26
  June 27
  June 28
  June 262000(1)
  1999
  1999
  1998
  1999
  1998(2)
  1997
  1996(3)(4)(in thousands, except
  per share data)Consolidated
  Statement of Operations Data:Net
  sales
  $49,902
  $19,839
  $11,356
  $6,688
  $15,171
  $16,975
  $16,129
  $22,318Cost
  of sales
  30,884
  9,485
  5,452
  3,506
  7,539
  9,595
  6,910
  9,319Gross
  profit
  19,018
  10,354
  5,904
  3,182
  7,632
  7,380
  9,219
  12,999Operating
  expenses:Selling, general and administrative
  16,177
  7,423
  4,296
  3,152
  6,279
  7,871
  7,121
  7,933Research and development
  9,271
  2,864
  1,496
  1,432
  2,800
  3,711
  3,934
  4,260Amortization of intangible assets
  4,308
  10
  10
  -
  -
  -
  -
  -Write-down of impaired intangible assets
  3,405
  -
  -
  -
  -
  -
  -
  -Income
  (loss) from operations
  (14,143)
  57
  102
  (1,402)
  (1,447)
  (4,202)
  (1,836)
  2,330Other
  income (expense)
  (46)
  (7)
  19
  7
  (19)
  323
  273
  246Income
  (loss) before income taxes
  (14,189)
  50
  121
  (1,395)
  (1,466)
  (3,879)
  (1,563)
  2,576Income
  tax provision
  -
  -
  -
  -
  -
  -
  -
  8Net
  income (loss) before cumulative adjustments
  (14,189)
  50
  121
  (1,395)
  (1,466)
  (3,879)
  (1,563)
  3,220Cumulative
  adjustment
  (1,264)
  -
  -
  -
  -
  -
  -
  -Net
  income (loss)
  $(15,453)
  $50
  $121
  $(1,395)
  $(1,466)
  $(3,879)
  $(1,563)
  $3,220Basic
  earnings (loss) per share:Continuing operations
  $(1.23)
  $0.01
  $0.02
  $(0.19)
  $(0.20)
  $(0.54)
  $(0.22)
  $0.49Cumulative adjustment
  (0.11)
  -
  -
  -
  -
  -
  -
  -Net income (loss)
  $(1.34)
  $0.01
  $0.02
  $(0.19)
  $(0.20)
  $(0.54)
  $(0.22)
  $0.49Diluted
  earnings (loss) per share:Continuing operations
  $(1.23)
  $0.01
  $0.02
  $(0.19)
  $(0.20)
  $(0.54)
  $(0.22)
  $0.49Cumulative adjustment
  (0.11)
  -
  -
  -
  -
  -
  -
  -Net income (loss)
  $(1.34)
  $0.01
  $0.02
  $(0.19)
  $(0.20)
  $(0.54)
  $(0.22)
  $0.49Proforma
  net income (loss) (5)
  $-
  $(462)
  $(563)
  $(1,309)
  $(1,316)
  $(4,002)
  $(1,739)
  $2,789Profroma
  net income (loss) per share:Basic
  $-
  $(0.06)
  $(0.08)
  $(0.18)
  $(0.18)
  $(0.55)
  $(0.25)
  $0.43Diluted
  $-
  $(0.06)
  $(0.08)
  $(0.18)
  $(0.18)
  $(0.55)
  $(0.25)
  $0.38Weighted
  average shares outstandingBasic
  11,531
  7,435
  7,474
  7,394
  7,396
  7,248
  7,030
  6,513Diluted
  11,531
  7,682
  8,144
  7,394
  7,396
  7,248
  7,030
  7,246Selected
  Balance Sheet Data:Cash
  and cash equivalents
  $12,047
  $1,045
  $1,045
  $2,260
  $1,927
  $2,532
  $5,360
  $7,793Working
  capital
  22,347
  6,386
  6,386
  6,199
  6,265
  7,385
  11,008
  12,638Total
  assets
  51,023
  10,304
  10,324
  9,103
  9,900
  11,226
  15,792
  16,980Long-term
  debt
  37
  70
  70
  58
  33
  83
  133
  183Redeemable
  convertible preferred stock
  -
  -
  -
  -
  -
  -
  1,500
  1,500Total
  stockholders equity
  $35,592
  $7,256
  $7,256
  $7,005
  $6,952
  $8,400
  $12,219
  $13,709



(1)
  Includes
  charges totaling $4.0 million to cost of sales, adjusting inventories to
  lower of cost or market(2)
  Includes
  charges totaling $2.3 million, comprised of 
  $2.0 million charged to cost of sales, adjusting inventory to lower of
  cost or market, and $0.3 million related primarily to cost reduction actions
  and operational adjustments related to the depressed semiconductor capital
  equipment market.(3)
  Includes
  $1.5 million gain on the resolution of the escrow fund created from the sale
  of the 1149 tester product line.(4)
  In
  fiscal 1995, we initiated a formal plan to sell our European subsidiary.  A provision for the loss on the sale of
  approximately $3.0 million was recorded in the results of operations for the
  year ended June 24, 1995.  The net
  assets of this discontinued operation on the June 24, 1995 balance sheet
  totaled $1.0 million.  As a result of
  the final sales agreement, we realized a net gain of $0.7 million on the
  sale, which was completed in fiscal 1996.(5)
  Proforma
  amounts reflect the impact of the adoption of SAB 101, which is discussed in
  Note 2 in Notes to Consolidated Financial Statements, contained elsewhere
  herein.ITEM 7. 
Managements Discussion and Analysis of Results of Operations and
Financial Condition

The following
discussion of our results of operations and financial condition should be read
together with the other financial information and consolidated financial
statements included in this document. 
This discussion contains forward-looking statements that involve risks
and uncertainties.  Our actual results
could differ materially from those anticipated in the forward-looking
statements as a result of a variety of factors, including those discussed in
Risk Factors and elsewhere in this document.

In April 2000, we
changed our fiscal year to December 31, effective December 31, 1999,
resulting in a six-month transition period ended December 31, 1999.  Our year ended December 31, 2000 reflects
our first full year of activity as a calendar year end entity. Our 1999 fiscal
year ended on June 26, 1999, the last Saturday in June.  This change resulted in a twenty-seven week
reporting period ended December 31, 1999, which is one week longer than
the comparable reporting period for the six-month period ended
December 28, 1998.  Because we were
closed during the week ended December 31, 1999, we believe the additional
week in 1999 did not have a significant impact on the results for the period or
compared to the comparable period in the prior year.

Overview

We supply automation solutions for the global
semiconductor test and assembly manufacturing market.  Our solutions include automated test handlers, factory automation
software and our new integrated Smart Solutions product line.  We believe that our products can
significantly improve the productivity, yield and throughput of the back-end,
or to the post-wafer manufacturing process, including assembling, packaging,
testing and singulating semiconductor devices.

The demand for our products and services is
dependent upon growth in the semiconductor industry and the increasing
automation needs of semiconductor manufacturers and independent test and assembly
facilities.  The semiconductor capital
equipment market went into a significant downturn that began in the fall of
1997 and intensified throughout 1998 and into 1999.  The downturn was accompanied by the economic crisis in Asia,
where approximately 60% to 65% of our products were sold during fiscal year
1999 and the six-month transition period ended December 1999.  These industry and economic conditions
adversely affected our net sales and operating results in fiscal 1998 and
1999.  Beginning mid-year calendar 1999,
the industry began to stabilize and show signs of a gradual recovery.  This recovery continued into mid-2000, favorably
impacting our net sales and operating results through the first three quarters
of 2000.  In the fourth quarter of 2000,
the industry went into a sharp downturn, resulting in a significant adverse
impact on our fourth quarter and annual results for 2000.  As a result of this downturn, we also
recorded a $4.0 million charge to cost of sales by adjusting our inventory to
lower of cost or market and a $3.4 million charge to operations as a result of
impaired intangible assets and goodwill. 
The downturn continued to intensify during the first quarter of 2001,
requiring us to take actions to consolidate our manufacturing operations and
reduce costs through reductions in headcount and other cost control measures in
the first quarter of 2001.  We may be
required to take further cost control actions in 2001 if the downturn continues
to intensify or is prolonged.  The
downturn is expected to have a significant adverse impact on our net sales,
operating results and cash position in 2001.

Beginning
in 1999 and continuing into 2000, we broadened our strategy from that of a test
handler manufacturer to becoming a provider of comprehensive
automation solutions for the back-end of the semiconductor manufacturing
process.  First, we developed and
introduced in February 1999 our Tapestry strip handler.  Tapestry combines strip handling capability
with robotics, machine vision technology and critical software, enabling the
testing and tracking of semiconductor devices in strip form and the generation
of critical process data throughout the test process.  Second, in June 1999 we acquired the Infinity Systems division of
FICO.  Infinity Systems has been
involved in the development of factory automation software for the semiconductor
manufacturing industry.  Infinity
Systems software expertise was integral to the development of our integrated
Smart Solutions product line, introduced in May 2000.  Together with a third party tester, our Smart Solutions products
including our Tapestry handler enable complete automation of the test, laser
mark, mark inspect, singulation, sort-and-tape and reel processes.

Acquisition of Aseco Corporation.On January 31, 2000, we completed the
acquisition of Aseco Corporation, a Massachusetts-based manufacturer of
singulated handling equipment for the back-end of the semiconductor
manufacturing process.  The acquisition
was structured as a stock-for-stock purchase and Aseco is now a wholly-owned
subsidiary of MCT.  The purchase price
totaled $24.0 million, consisting of 2.6 million shares of ourcommon
stock valued at $22.5 million issued to former Aseco shareholders and $1.5
million of acquisition-related costs.

The acquisition was accounted for using the
purchase method of accounting.  The
results of operations of Aseco are included in our consolidated financial statements
beginning January 31, 2000.  The
purchase price has been allocated based on the estimated fair values of net
assets acquired at the date of acquisition. 
The excess of purchase price over net assets acquired, amounting to $9.7
million, was allocated to goodwill, and is being amortized using a
straight-line method over the estimated useful life of five years.  Other intangible assets, including
established workforce, customer list, and core and developed technology,
totaling $9.9 million, are being amortized using the straight-line method over
the estimated useful lives of two to five years.  As a result of the industry downturn in the fourth quarter of
2000, we reduced the carrying values of goodwill by $2.5 million and intangible
assets by $0.9 million, due to impairment of these assets.

In each of the three quarters immediately
prior to the acquisition, Aseco reported net sales comparable to ours, ranging
from $4.7 million to $5.7 million. 
Their gross margins ranged from approximately 40% to 43%, compared to
approximately 45% to 49% for us. 
Selling, general and administrative expenses for Aseco ranged from
approximately 29% to 34% of net sales, compared to approximately 37% to 39% for
us, and research and development expenses ranged from approximately 15% to 18%
of net sales, compared to approximately 12% to 15% for us.

In Asecos fiscal year ended March 28, 1999,
Aseco reported net sales of $19.2 million and a net loss of $13.7 million.  The net loss included $2.2 million in
charges related to the closing of its operations based in England and the discontinuation
of several mature product models, a $5.0 million write-down of inventory to
lower of cost or market and approximately $1.2 million of various restructuring
related charges. In Asecos fiscal year ended March 29, 1998, Aseco reported
net sales of $44.2 million and a net loss of $8.1 million.   The net loss included a $1.8 million
inventory valuation charge, $6.1 million of acquired in-process research and
development costs, a $1.0 million write-down of goodwill and intangible assets
and approximately $0.5 million related to employee layoffs.

Results of Operations

The following table sets forth, for the
periods indicated, certain items in our statements of operations as a percentage
of net sales:

Twelve
  Months
  EndedYear
  Ended
  Six Months
  Fiscal YearsEnded
  EndedDec. 31,
  Dec. 31,
  Dec. 31,
  Dec. 26,
  June 26,
  June 27,2000
  1999
  1999
  1998
  1999
  1998Net Sales
  100.0
  %
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%Cost of sales
  61.9
  47.8
  48.0
  52.4
  49.7
  56.5Gross profit
  38.1
  52.2
  52.0
  47.6
  50.3
  43.5Operating expenses:Selling, general and administrative
  32.4
  37.4
  37.9
  47.1
  41.4
  46.4Research and development
  18.6
  14.4
  13.2
  21.4
  18.4
  21.9Amortization of intangible
  assets
  8.6
  0.1
  -
  -
  -
  -Write-down of impaired
  intangible assets
  6.8
  -
  -
  -
  -
  -Total
  operating expenses
  66.4
  51.9
  51.1
  68.6
  59.8
  68.3Income (loss) from operations
  (28.3)
  0.3
  0.9
  (21.0)
  (9.5)
  (24.8)Other income (expense), net
  (0.1)
  -
  0.2
  0.1
  (0.2)
  1.9Cumulative effect of change in accounting
  principle
  (2.6)
  -
  -
  -
  -
  -Net income (loss)
  (31.0)%
  0.3%
  1.1%
  (20.9)%
  (9.7)%
  (22.9)%

Year Ended December 31, 2000 and Twelve
Months Ended December 31, 1999

Net Sales.Net sales for the year ended December 31,
2000 increased $30.1 million or 152% to $49.9 million, compared to net sales of
$19.8 million for the prior year. Net shipments increased $36.1 million in 2000
to $55.9 million, or an increase of 182% over the prior year.  Shipments of Aseco products contributed
$26.0 million of the increase in shipments in 2000 from the prior year.  Shipments of our newer handler products, the
MCT 5100, MCT 7632 and Tapestry handling system, as well as our Smart Solutions
automation products and automation software combined to contribute $7.6 million
of the increase in shipments over the prior year.  Due to the inclusion of Aseco products for the first time,
shipments of these products represented approximately 37% of total shipments in
2000 compared to approximately 66% in the same period last year.  The remaining increase in net sales was
derived from increased shipments and refurbishment of our more mature products.

As detailed in Note 11 in Notes to
Consolidated Financial Statements, net sales to Asia comprised approximately
53% of our net sales for the year ended December 31, 2000.  Sales to customers in the United States represented
approximately 44% and net sales to customers in Europe represented approximately
3% for year ended December 31, 2000.

Gross Profit.Gross profit increased $8.6 million in 2000
to $19.0 million or 38.1% of net sales from $10.4 million or 52.2% of net sales
in the prior year.  The decrease in
gross margin, in the current year, resulted primarily from inclusion of the
lower margin Aseco products, a shift in product mix to the newer automation
products with higher production ramp costs, and a $4.0 million charge for the
write-down of inventory to market value, due to obsolescence and excess inventory
on hand.

Selling, General and Administrative Expense.Selling, general and administrative expense
in 2000 was $16.2 million, or 32.4% of net sales compared to $7.4 million, or
37.4% of net sales in the prior year. 
The addition of the Aseco operations accounted for approximately $5.5
million of the increase, with increased direct selling costs related to
increased sales revenues contributing $0.9 million of the increase.  The remainder primarily related to increased
personnel, travel and promotion costs to support the sales growth.  The decrease in selling, general and
administrative expense as a percentage of net sales in the current year is
primarily due to the increased net sales in the current year period.

Research and Development Expense.  Research and development expense in 2000 was
$9.3 million, or 18.6% of net sales compared to $2.9 million, or 14.4% of net
sales in 1999.  The acquisition of Aseco
accounted for approximately $3.6 million of the increase in the current
year.  The remainder of the increase, of
which $1.0 million was increased personnel and contract labor costs, resulted
from increased spending requirements for research and development projects initiated
during the current year.  These
initiatives resulted in the introductions of several new products in 2000.

Amortization of Intangible Assets.   Amortization expense totaled $4.3 million,
or 8.6% of net sales for the year ended December 31, 2000, versus $10,000 in
the prior year, and is attributable to the intangible assets and goodwill generated
by our acquisitions.

Write-down of Impaired Intangible
Assets.As a result
of the significant semiconductor industry downturn, which began in the fourth
quarter of 2000, we reduced the carrying value certain intangible assets by
$0.9 million and goodwill by $2.5 million. 
This write-down was recorded in the fourth quarter of 2000.

Other Income (Expense).Interest income in 2000 was $356,000
compared to $28,000 in the prior year. 
This increase resulted from the investment in interest-bearing cash and
cash equivalents of the net proceeds of our public offering in 2000. Interest
expense totaled $330,000 in 2000 compared to $5,000, in the prior year.  The increase in interest expense in 2000 is
attributable to increased borrowings under the lines of credit during the
current year, primarily to fund working capital requirements for growth.

Income Tax Provision.During both 2000 and 1999, we incurred
minimal tax liabilities.  We have
recorded valuation allowances against all benefits associated with net
operating loss carry forwards due to uncertainty regarding their ultimate utilization.

Cumulative Effect of Change In Accounting
Principle.As a result of the adoption of SAB 101 in the fourth quarter of 2000,
and pursuant to APB No. 20, Accounting Changes, we recognized the cumulative
effect of retroactive application of SAB 101, resulting in a charge to income
of $1.3 million in 2000.

Net Income (Loss).Net loss for the year ended December 31,
2000 was $15.5 million, or $1.34 per share, as compared to net income of
$50,000, or $0.01 per fully diluted share, for the comparable prior year
period.

Six-Month Transition Period Ended December
31, 1999 and Six Months Ended December 26, 1998

Net Sales.Net sales for the six months ended December
31, 1999 increased $4.7 million, or 69.8%, to $11.4 million compared to net
sales of $6.7 million for the comparable period in the prior year.  The increase in sales in 1999 was comprised
of increased sales from our newer products, the MCT5100 and MCT7632
handlers and the introduction of our Tapestry handling system and automation
software, which increased $5.2 million or 193.6% over the comparable period in
the prior year.  Sales of these products
represented approximately 70% of total net sales in 1999 compared to approximately
40% in the same period of 1998.  Sales
of our other products decreased by $0.6 million, or 14.8%, over the same period
a year ago.  The beginning of a general
improvement in the semiconductor capital equipment market in 1999, which was in
a significant downturn in the prior year, contributed to the overall increase
in demand for our products.

As detailed in Note 11 to Consolidated
Financial Statements, net sales to Asia comprised approximately 65% of our net
sales during the six-month transition period ended December 1999, compared to
approximately 54% in the comparable period of the prior year.  Sales to customers in the United States
comprised approximately 31% of net sales in the 1999 six-month transition
period and approximately 44% in fiscal year 1999.  Net sales to Europe comprised approximately 4% and 2% of net
sales for these periods.

Gross Profit.Gross profit increased $2.7 million in the
1999 transition period to $5.9 million, or 52.0% of net sales, from $3.2
million, or 47.6% of net sales, in the comparable period of 1998.  The increase in gross margin primarily
resulted from increased efficiencies and utilization of overhead costs as well
as a shift in product mix to higher margin products.

Selling, General, and Administrative Expense.Selling, general and administrative expense
were $4.3 million, or 37.9% of net sales, in the six months ended December
1999, compared to $3.2 million, or 47.1% of net sales, in same period in
1998.  The increase in spending in the
1999 transition period reflects increased direct selling costs of $0.4 million
related to increased net sales and increased commissions of $0.3 million
resulting from a shift in sales to customers served by commissioned independent
sales representatives.  The remainder
relates to increased expenses, primarily personnel expenses, in supporting the
sales growth.  The reduction as a
percentage of sales is the result of increased sales during the period compared
to the prior year.

Research and
Development Expense.Research and development expense was $1.5 million, or 13.2% of net
sales, in the 1999 transition period, compared to $1.4 million, or 21.4% of net
sales, in the comparable period in 1998. 
Although spending was relatively flat for the comparable periods, the decrease
as a percentage of sales is attributed to the higher level of net sales in the
1999 transition period.

Other Income (Expense).We generated net interest income during the
1999 transition period of $23,000 versus $43,000 in the comparable period of
the prior year.  The reduction in net
interest income is due to decreased holdings of interest-bearing cash and cash
equivalents.

Income Tax Provision.During both the 1999 and 1998 six-month
periods, we incurred minimal tax liabilities primarily related to foreign
taxes.  We have recorded valuation
allowances against all benefits associated with net operating loss carryforwards
due to uncertainty regarding their ultimate utilization.

Net Income (Loss).  Net income for the six months ended December
31, 1999 was $121,000, or $0.01 per fully diluted share, compared to a net loss
of $1.4 million, or $0.19 per share, for the same period in 1998.

Fiscal Years Ended June 26, 1999  and June 27, 1998

Net Sales.Fiscal year 1999 net sales decreased
10.6% to $15.2 million, compared to $17.0 million in fiscal year 1998.  Sales of our newest products, the MCT 5100
handler, introduced in mid-fiscal 1997, and the MCT 7632 and Tapestry handlers,
both of which first shipped to customers in fiscal 1999, increased over the
prior year, partially offsetting the sales decline of our more mature products.

As detailed in Note 11 in Notes to
Consolidated Financial Statements, sales increased year-over-year in Asia, but
decreased comparatively in the United States and Europe.  Increased shipments to Asia resulted
primarily from increased business with several key and new customers in that
region.  The decrease in net sales in
the United States and Europe was primarily the result of depressed market conditions.

Gross Profit.  Gross profit in fiscal 1999 increased 3.4%,
or $0.2 million, to $7.6 million versus $7.4 million in fiscal 1998, and gross
margin increased to 50.3% in fiscal 1999 compared to 43.5% in the prior
year.  In the prior year, we recorded
charges of approximately $2.0 million for write-downs of excess and obsolete
inventory as a result of the depressed and changing market conditions.  Prior to these charges, gross profit was
$9.5 million and gross margin was 55.7%. 
The decrease in gross margin prior to these charges resulted from the
shift in product mix from certain mature, higher margin products and the
decreased overhead absorption on lower production levels in the 1999 fiscal
year.

Selling, General and Administrative Expense.  Selling, general and administrative expense
decreased by 20.2%, or $1.6 million, to $6.3 million in fiscal 1999 versus $7.9
million in the prior year.  As a
percentage of net sales, selling, general and administrative expense decreased
to 41.4% in fiscal 1999 versus 46.4% in fiscal 1998.  This decrease resulted from cost reduction activities initiated
by us beginning in fiscal 1998 in response to the downturn in the semiconductor
capital equipment market.

Research and Development Expense.  Research and development expense decreased
by 24.5%, or $0.9 million, to $2.8 million in fiscal 1999 compared to $3.7
million in fiscal 1998.  As a percentage
of net sales, research and development expense decreased to 18.4% from 21.9% for
fiscal 1998.

Other Income (Expense).  Net interest income decreased during fiscal
1999 due to decreased holdings of interest-bearing cash and cash equivalents
throughout the year.

Income Tax Provision.  During fiscal 1999 and 1998, we incurred
minimal tax liabilities primarily related to foreign taxes.  We have recorded valuation allowances
against all benefits associated with net operating loss carryforwards due to uncertainty
regarding their ultimate utilization.

Net Loss.  Net loss for fiscal 1999 was $1.5 million,
or $0.20 per share, compared to a net loss of $3.9 million, or $0.54 per share
in fiscal 1998.

Quarterly Results

The following tables present selected
unaudited quarterly operating results for the ten fiscal quarters ended
December 31, 2000, as well as the data expressed as a percentage of net
sales.  We believe that all necessary
adjustments have been included to present fairly the quarterly information when
read in conjunction with our consolidated financial statements.  The operating results for any quarter are
not necessarily indicative of the results for any subsequent period.

(in thousands, except
  per share data)Quarter EndedDec. 31
  Sept. 30
  July 1
  April 1
  Dec. 31
  Sept. 25
  June 26
  Mar. 27
  Dec. 26
  Sept. 262000
  2000
  2000
  2000
  1999
  1999
  1999
  1999
  1998
  1998Net
  sales
  $12,949
  $14,320
  $14,413
  $8,220
  $5,611
  $5,745
  $4,455
  $4,028
  $3,020
  $3,668Cost
  of sales
  11,509
  7,923
  7,569
  3,882
  2,620
  2,832
  2,001
  2,032
  1,571
  1,935Gross
  profit
  1,440
  6,397
  6,844
  4,338
  2,991
  2,913
  2,454
  1,996
  1,449
  1,733Operating
  expenses:Selling,
  general and administrative
  4,420
  4,263
  4,357
  3,138
  2,174
  2,122
  1,710
  1,417
  1,431
  1,721Research
  and development
  2,613
  2,545
  2,243
  1,870
  821
  675
  660
  708
  596
  836Amortization
  of intangible assets
  1,175
  1,175
  1,174
  784
  5
  5
  -
  -
  -
  -Write-down
  of impaired intangible assets
  3,405
  -
  -
  -
  -
  -
  -
  -
  -
  -Income
  (loss) from operations
  (10,173)
  (1,586)
  (930)
  (1,454)
  (9)
  111
  84
  (129)
  (578)
  (824)Other
  income (expense)
  138
  (27)
  (119)
  (38)
  -
  19
  (30)
  4
  2
  5Income
  (loss) before cumulative adjustment
  (10,035)
  (1,613)
  (1,049)
  (1,492)
  (9)
  130
  54
  (125)
  (576)
  (819)Cumulative
  adjustment (1)
  -
  -
  -
  (1,264)
  -
  -
  -
  -
  -
  -Net
  income (loss)
  $(10,035)
  $(1,613)
  $(1,049)
  $(2,756)
  $(9)
  $130
  $54
  $(125)
  $(576)
  $(819)Basic
  earnings (loss) per share (2):Continuing
  operations
  $(0.72)
  $(0.13)
  $(0.09)
  $(0.15)
  $-
  $0.02
  $0.01
  $(0.02)
  $(0.08)
  $(0.11)Cumulative
  adjustment
  -
  -
  -
  (0.13)
  -
  -
  -
  -
  -
  -Net
  income (loss)
  $(0.72)
  $(0.13)
  $(0.09)
  $(0.28)
  $-
  $0.02
  $0.01
  $(0.02)
  $(0.08)
  $(0.11)Diluted
  earnings (loss) per share (2):Continuing
  operations
  $(0.72)
  $(0.13)
  $(0.09)
  $(0.15)
  $-
  $0.02
  $0.01
  $(0.02)
  $(0.08)
  $(0.11)Cumulative
  adjustment
  $-
  $-
  $-
  $(0.13)
  $-
  $-
  $-
  $-
  $-
  $-Net
  income (loss)
  $(0.72)
  $(0.13)
  $(0.09)
  $(0.28)
  $-
  $0.02
  $0.01
  $(0.02)
  $(0.08)
  $(0.11)Proforma
  net income (loss)(1)
  
  
  
  
  $(1,589)
  $1,026
  $(845)
  $838
  $(30)
  $(1,279)Proforma
  net income (loss) per share:Basic
  
  
  
  
  $(0.21)
  $0.14
  $(0.11)
  $0.11
  $-
  $(0.17)Diluted
  
  
  
  
  $(0.21)
  $0.13
  $(0.11)
  $0.11
  $-
  $(0.17)Weighted
  average shares:Basic
  13,950
  12,082
  11,067
  9,905
  7,484
  7,460
  7,402
  7,394
  7,394
  7,394Diluted
  13,950
  12,082
  11,067
  9,905
  7,484
  8,131
  7,721
  7,394
  7,394
  7,394

Quarter EndedDec. 31
  Sept. 30
  July 1
  April 1
  Dec. 31
  Sept. 25
  June 26
  Mar. 27
  Dec. 26
  Sept. 262000
  2000
  2000
  2000
  1999
  1999
  1999
  1999
  1998
  1998Percentage
  of Net Sales:Net
  sales
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%Cost
  of sales
  88.9
  55.3
  52.5
  47.2
  46.7
  49.3
  44.9
  50.4
  52.0
  52.8Gross
  profit
  11.1
  44.7
  47.5
  52.8
  53.3
  50.7
  55.1
  49.6
  48.0
  47.2Operating
  expenses:Selling, general and administrative
  34.1
  29.8
  30.2
  38.2
  38.8
  37.0
  38.4
  35.2
  47.4
  46.9Research and development
  20.2
  17.8
  15.6
  22.8
  14.7
  11.7
  14.8
  17.6
  19.7
  22.8Amortization of intangible assets
  9.1
  8.2
  8.2
  9.5
  -
  -
  -
  -
  -
  -Write-down of impaired intangible assets
  26.3
  -
  -
  -
  -
  -
  -
  -
  -
  -Income
  (loss) from operations
  (78.6)
  (11.1)
  (6.5)
  (17.7)
  (0.2)
  2.0
  1.9
  (3.2)
  (19.1)
  (22.5)Other
  income (expense)
  1.1
  (0.2)
  (0.8)
  (0.5)
  -
  0.3
  (0.7)
  0.1
  -
  0.2Net
  income (loss) before
  cumulative adjustment
  (77.5)
  (11.3)
  (7.3)
  (18.2)
  (0.2)
  2.3
  1.2
  (3.1)
  (19.1)
  (22.3)Cumulative
  adjustment (1)
  -
  -
  -
  (15.4)
  -
  -
  -
  -
  -
  -Net
  income (loss)
  (77.5)%
  (11.3)%
  (7.3)%
  (33.5)%
  (0.2)%
  2.3%
  1.2%
  (3.1)%
  (19.1)%
  (22.3)%





(1)
  We adopted SAB 101 in the fourth quarter of
  the year ended December 31, 2000.  As
  a result of this adoption, we recognized a cumulative effect adjustment as a
  result of a change in accounting principle. 
  The cumulative effect is recognized as if it occurred at the beginning
  of the year, or January 1, 2000. Proforma amounts reflect the impact of the
  adoption of SAB 101 on results prior to the recognition of the cumulative
  adjustment, which is discussed in Note 2 in Notes to Consolidated Financial
  Statements, contained elsewhere herein.(2)
  The sum of earnings (loss) per share for
  the fiscal quarters may differ from the annual earnings (loss) per share due
  to the required method of computing weighted average number of shares in the
  respective periods.Liquidity and Capital
Resources

The net loss and increases in accounts
receivable and inventories to support increased net sales were the primary uses
of cash in 2000.  Increases in accounts
receivable and inventories to support the increased net sales were the primary
uses of cash in the six-month transition period ended December 31, 1999.  The net loss in fiscal 1999 was the primary
use of cash for that year.  The net loss
and inventory purchases were the primary uses of cash in fiscal year 1998.  Cash used in operations was $6.8 million in
2000, $0.7 million in the six-month transition period ended December 31, 1999,
$0.5 million in fiscal 1999 and $3.5 million in fiscal 1998.

Capital expenditures totaled $0.5 million in
2000, $0.1 million in the six-month transition period ended December 31, 1999,
$0.1 million in fiscal 1999 and $0.3 million in fiscal 1998.  Capital purchases for all periods have been
primarily for production and computer equipment and for leasehold improvements.

Cash used in the acquisition of Aseco
Corporation was $0.5 million in 2000. 
Cash used to acquire certain fixed and intangible assets related to our
Infinity Systems division was $0.3 million in the six-month transition period
ended December 31, 1999.

We issued 3,290,000 shares of common stock in a public offering in
2000, providing $19.7 million of cash which was used to reduce existing lines
of credit totaling $1.8 million and for general working capital needs.  We issued approximately 0.5 million shares
of common stock through the exercise of employee stock options and our stock
purchase plan, which provided approximately $0.9 million.  Cash provided by financing activities for
the six months ended December 31, 1999, primarily comprised of proceeds from
the issuance of common stock upon the exercise of stock options and warrants,
was $0.2 million.  Cash used in financing
activities, primarily for the repayment of debt, was $26,000 in fiscal 1999
and  $0.3 million in fiscal 1998.

At December 31, 2000 we had cash and cash
equivalents of $12.0 million, a current ratio of 2.5 and working capital of
$22.3 million.  At December 31, 1999 we
had cash and cash equivalents of $1.0 million, a current ratio of 3.1 and working
capital of $6.4 million.  At June 26,
1999, we had cash and cash equivalents of $1.9 million, a current ratio of 3.1
and working capital of $6.3 million.

At December 31, 2000 and 1999 we maintained a
$ 5.0 million secured line of credit with a bank.  Borrowings on the line, which was unused at December 31, 2000 and
December 31,1999, accrue interest at 1.5% over the banks prime rate, which was
9.5% at December 31, 2000 for a borrowing rate of 11%.  The amount available for borrowing on the
line is calculated as a percentage of our eligible accounts receivable and
inventory, excluding Aseco.  At December
31, 2000 we were in default of certain financial covenants of the line of
credit related to the net loss in the fourth quarter.  We allowed the line of credit to expire in February 2001.

At December 31, 2000 we maintained an unused
$1.0 million secured line of credit with another bank.  Interest on the line, at our election, is
based on either the banks prime rate (as defined) or Eurodollar rate (as defined).  The amount available for borrowing is
calculated as a percentage of eligible accounts receivable of Aseco, and
borrowings are secured by a certificate of deposit with the bank.

Our anticipated capital needs for 2001 are
expected to be less than $1.0 million and concentrated in development of
additional products and upgrading our management information systems. We
believe that cash and cash equivalents on hand at December 31, 2000 and funds
available through our bank line of credit are sufficient to finance and sustain
our continuing operations at the projected level through at least 2001.  However, the impact of the severe downturn
in the semiconductor capital equipment market, one or more additional business
acquisitions or unforeseen changes in market conditions could cause us to seek
additional financing sooner.  We believe
that we will be able to raise additional capital and/or negotiate an increase
to our bank line of credit at terms acceptable to us if required, but no
assurance can be made that such financing will be available if needed.  We may acquire other companies, product
lines or technologies that are complementary to our business and our working
capital needs may change as a result of such acquisitions.

Federal Tax Matters

We paid only nominal federal and state income
taxes in the year ended December 31, 2000, the six-month transition period
ended December 31, 1999 and fiscal years 1999 and 1998.  At December 31, 2000, we had federal net
operating loss carryforwards for tax reporting purposes of approximately $55.1
million, a portion of which is subject to annual limitation under
Section 382 of the Internal Revenue Code. 
See Note 6 in Notes to Consolidated Financial Statements, contained elsewhere
herein.

Quantitative And
Qualitative Disclosures About Market Risk

The vast majority of our transactions are
denominated in U.S. dollars; as such, fluctuations in foreign currency exchange
rates have historically had little impact on us.  Inflation has not been a significant factor in our operations in
any of the periods presented, and it is not expected to affect operations in
the future.  Our bank lines of credit
carry variable interest rates.  At
December 31, 2000, we had no borrowings outstanding on our lines of credit,
which carries an interest rate of prime plus 1.5% or 11.0% at December 31,
2000.  An increase in interest rates
could expose us to market risk in the event we need to borrow under the bank
lines to finance our operations in the future. 
At December 31, 2000, all of our outstanding long-term debt carried
interest at a fixed rate.  There is no
material market risk relating to our bank lines or long-term debt.

Impact Of Accounting
Standards

Statement
of Financial Accounting Standard (SFAS) No. 133Accounting for Derivative
Instruments and Hedging Activities.  On January 1, 2001, we adopted Statement of
Financial Accounting Standard (SFAS) No. 133 - Accounting for Derivative Instruments
and Hedging Activities, as amended by SFAS No. 138 - Accounting
for Certain Derivative Instruments and Certain Hedging Activities.  SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities.  It requires that all derivatives, including
those embedded in other contracts, be recognized as either assets or
liabilities and that those financial instruments be measured at fair
value.  The accounting for changes in
the fair value of derivatives depends on their intended use and designation.
Management has reviewed the requirements of SFAS No. 133 and has determined
that we have no free-standing or embedded derivatives.  All contracts that contain provisions
meeting the definition of a derivative also meet the requirements of, and have
been designated as, normal purchases or sales. 
Our policy is to not use free-standing derivatives and to not enter into
contracts with terms that cannot be designated as normal purchases or sales.

Staff
Accounting Bulletin (SAB) No. 101Revenue Recognition in Financial Statements.In December 1999, the Securities and
Exchange Commission (SEC) staff issued SAB 101, which, among other things,
establishes the SECs interpretation that if uncertainty exists about customer
acceptance of a product, revenue should not be recognized until acceptance
occurs.  Customer acceptance provisions
may be included in a contract to enforce a customers right to (1) test the
delivered product, (2) require the seller to perform additional services
subsequent to delivery of an initial product or performance of an initial
service, such as a seller being required to install or activate delivered
equipment, or, (3) identify other work necessary to be done before accepting
the product.  The SEC presumes that such
contractual customer acceptance provisions are substantive, bargained-for terms
of an arrangement.  Accordingly, when
such contractual customer acceptance provisions exist, the SEC generally
believes that the seller should not recognize revenue until customer acceptance
occurs or the acceptance provisions lapse.

We adopted the provisions of SAB 101 in the
fourth quarter of 2000.  The impact and
disclosures related to this adoption are quantified and discussed in Note 2 in
Notes to Consolidated Financial Statements, contained elsewhere herein.

Risk Factors

Cautionary Note Regarding Forward-Looking
Statements

This Report on Form 10-K contains
forward-looking statements that have been made pursuant to the provisions of
the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are not historical facts, but
rather are based on our current expectations, estimates and projections about
the semiconductor capital equipment industry, and our beliefs and
assumptions.   We intend words such as
anticipates, expects, intends, plans, believes, seeks, estimates
and similar expressions to identify forward-looking statements.  These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control and are difficult to
predict.  These factors could cause
actual results to differ materially from those expressed or forecasted in the
forward-looking statements.  These risks
and uncertainties are described in  the
following risk factors and elsewhere in the this Report on Form 10-K. We caution
you not to place undue reliance on these forward-looking statements, which
reflect our managements view only as of the date of this Report on Form 10-K.
We are not obligated to update these statements or publicly release the result
of any revisions to them to reflect events or circumstances after the date of
this Report on Form 10-K or to reflect the occurrence of unanticipated events.

The success of our
new products depends upon customer acceptance of both the testing of semiconductor
devices in strip form and the automation of the back-end of the semiconductor
manufacturing process.

Several
of our new products, including our Tapestry strip handler and other Smart
Solutions products, are used to test and process semiconductor devices in strip
form.  Assembly of semiconductor devices in strip
form is the standard industry practice. 
However, we cannot assure you that testing of semiconductor devices in
strip form will become widely accepted by the industry.  Until recently, most semiconductor manufacturers
believed it was necessary to test semiconductors after they were cut from the
strips because they believed the act of cutting the strips containing the
semiconductor devices, referred to as singulation, could result in damage or
contamination to the semiconductor devices and, as a consequence, make the
prior test results unreliable.

We introduced our Tapestry handling system in
February 1999.  In May 2000, we
introduced other Smart Solutions products, which provide additional process
capability for handling and testing semiconductor devices in strip form.  These products represented 11.9% of
shipments for the year ended December 31, 2000 and less than 10% of our net
sales during the six months ended December 31, 1999.  Our new products are attractive to customers only if the
customers can see the value of automating the test and assembly portions of
their semiconductor manufacturing operations. 
Although semiconductor manufacturers have automated the wafer
fabrication portion of their operation, or the front-end of the semiconductor
manufacturing process, very few semiconductor manufacturers have invested a
significant amount of capital to automate the test and assembly portions of
their operations.  We are introducing
new products for technologies, which may not be accepted on a wide-scale basis
by the industry.  If either the testing
of semiconductor devices in strip form or wide-scale automation of the back-end
is not accepted by the industry, our net sales likely will suffer.

Downturns in
semiconductor industry business cycles could have a negative impact on our
operating results.

Our business depends heavily upon capital
expenditures by semiconductor manufacturers. 
The semiconductor industry is highly cyclical, with periods of capacity
shortage and periods of excess capacity. 
In periods of excess capacity, the industry sharply cuts purchases of
capital equipment, such as our products. 
Thus, a semiconductor industry downturn or slowdown substantially
reduces our revenues and operating results and could hurt our financial
condition.  In the fourth quarter of
2000, the semiconductor capital equipment industry went into a severe downturn,
which has adversely impacted our revenues, operating results and financial
position.  The downturn is expected to
last well into 2001.

We have offered
automation solutions and, unless we effectively market our company as a
provider of automation solutions, our expected financial results will suffer.

We offer automation solutions and software
development services.  These solutions
and services require different marketing techniques and involve a more
extensive decision-making process by customers than for our traditional handler
products.  We need to successfully
market our automation products using different sales methods than we have
previously used.

We acquired an automation software business
in June 1999 and introduced our first suite of products to provide an
automation solution for the testing portion of semiconductor manufacturing in
May 2000.  The sales from these
operations make up only a minor portion of our current revenue.  Our future success is dependent upon being
able to successfully market our automation products.  If we are not successful in effectively marketing ourselves as an
automation solutions provider to the semiconductor industry, our results of
operations and financial condition will suffer.

We invest heavily in
research and development efforts and our financial results depend upon the
success of these efforts.

We have spent, and expect to continue to
spend, a significant amount of time and resources developing new products and
refining existing products and systems. 
In light of the long product development cycles inherent in our
industry, these expenditures will be made well in advance of the prospect of
deriving revenue from the sale of new systems.

Our
ability to introduce and market new products successfully is subject to a wide
variety of challenges during this development cycle,
such as design defects, that could delay introduction of these systems.  In addition, since our customers are not
obligated by long-term contracts to purchase our products, our anticipated
product orders may not materialize, or orders that do materialize may be
canceled.  As a result, if we do not
achieve market acceptance of new products, we may not be able to realize
sufficient sales needed to recoup our research and development expenditures.

We may not realize
the expected benefits of our merger with Aseco, which would increase our costs
and reduce our net income.

We acquired Aseco in January 2000 with the
expectation of achieving certain benefits in the combined company.  During its last three fiscal years prior to
the merger, Aseco incurred net losses totaling $19.5 million.  In February 2001, we announced our plans to
consolidate manufacturing from our Marlborough , Massachusetts facility to St.
Paul, Minnesota, which will result in a restructuring charge in the first
quarter of 2001.  If we are not able to
integrate our technologies, operations and personnel in a timely and efficient
manner and reduce redundant costs, we may not realize the benefits of the
merger.  This would lead to increased
costs and reduced net income. Difficulties involved in integrating the companies
include:

 distracting management and key personnel
from our business;
           maintaining existing customer
relationships;
           potential incompatibility of
business cultures; and
           an inability to retain and
integrate key management, technical, sales and customer support personnel.

Our operating results
often have large changes from period to period, which may result in a decrease
in our stock price.

Our quarterly and annual operating results
are affected by a wide variety of factors that could adversely affect sales or
operating results or lead to significant variability in our operating
results.  A variety of factors could
cause this variability, including the following:

 the cyclical nature of the semiconductor
industry; 
 delays in, or cancellation of, significant system purchases by customers; 
 delays in the development, introduction and production of our products; 
 changes in the mix of our products and their gross margins; 
 new product introductions by competitors and competitive pricing pressures; 
 the time required for us to adjust our operating expenses to respond to
changes in sales; 
 the timing of any future acquisitions and their effect on our financial
results:
 component shortages resulting in manufacturing delays; and 
 pressure by customers to reduce prices, shorten delivery times and extend
payment terms.We cannot predict the impact of these and
other factors on our sales or operating results in any future period.  Results of operations in any period,
therefore, should not be considered indicative of the results to be expected
for any future period.  Because of this
difficulty in predicting future performance, our operating results may fall
below expectations of security analysts or investors in some future periods.  Our failure to meet these expectations would
likely adversely affect the market price of our common stock.

Our stock price is
volatile and it may drop unexpectedly.

Stock
prices of companies in the semiconductor equipment industry, including ours,
can swing dramatically with little relationship to operating performance.  Factors which could cause our stock price to
change include:


changes in the market's view of the semiconductor industry in general; changes in our quarterly operating results for the reasons set out in the
previous risk factor or for other reasons; 
 changes in our reported financial results based on accounting pronouncements,
such as Staff Accounting Bulletin No. 101-Revenue
Recognition in Financial Statements or similar pronouncements; 
 changes in research analysts' expectations for us or our industry or our
failure to meet research analysts' estimates; 
 changes in the general economic conditions or developments in the
semiconductor industry which affect investor confidence; and 
 announcements by us or our competitors of technological innovations or new or
enhanced products.Fluctuations or decreases in the trading
price of our common stock may adversely affect the ability to trade your
shares.  In addition, these fluctuations
could adversely affect our ability to raise capital through future equity financing.

Additional factors which may impact our
results include:

 We depend upon a few customers for the
majority of our revenues and a reduction in their orders could adversely affect
us.
 Our operating results would be harmed if one of our key suppliers fails to
deliver components for our products.
 The loss of any of our key personnel could harm our business.
 Our markets are very competitive and demand for our products may decrease if
additional competitors enter our markets.
 Our dependence upon international sales involves significant risk.ITEM 8.  Financial Statements
and Supplementary Data

See
Consolidated Financial Statements included elsewhere in this Report on Form
10-K for the year ended December 31, 2000. 
The financial information by quarter is included in Item 7 of this
Report on Form 10-K.

ITEM 9.  Changes in and
Disagreements with Accountants on Accounting 
and Financial Disclosure

This Item is not applicable.

PART III

ITEM 10.  Directors and
Executive Officers of the Registrant

The information required by this item
concerning directors and executive officers is incorporated by reference from
the Proxy Statement to be filed no later than 120 days following our December
31, 2000 year end.

ITEM 11. 
Executive Compensation

The information required under this item is hereby incorporated by
reference from the Proxy Statement.

ITEM 12.  Security Ownership of
Certain Beneficial Owners and Management

The information required under this item is
hereby incorporated by reference from the Proxy Statement.

ITEM 13. 
Certain Relationships and Related Transactions

The information required under this item is
hereby incorporated by reference from the Proxy Statement.

PART IV

ITEM 14.  Exhibits, Financial
Statement Schedules and Reports on Form 8-K

(a)1. 
  Consolidated Financial Statements
  PageIndex to Consolidated Financial Statements
  F-1Independent Auditors Report
  F-2Consolidated Balance Sheets as of December
  31, 2000, December 31, 1999 and June 26,1999
  F-3Consolidated Statements of Operations for
  the Year Ended December 31, 2000, the Six-Month Transition Period Ended
  December 31, 1999, and the Fiscal Years Ended June 26, 1999 and June 27, 1998
  F-4Consolidated Statements of Changes in
  Stockholders Equity for the Year Ended December 31, 2000, the Six-Month
  Transition Period Ended December 31, 1999, and the Fiscal Years Ended June
  26, 1999 and June 27, 1998
  F-5Consolidated Statements of Cash Flows for
  the Year Ended December 31, 2000, the Six- Month Transition Period Ended
  December 31, 1999, and the Fiscal Years Ended June 26, 1999 and June 27, 1998
  F-6Notes to Consolidated Financial Statements
  F-7

(a)3. Exhibits3A.
  Bylaws of MCT. (7)3B.
  Articles of Incorporation of MCT. (7)4.
  Specimen Certificate of Common stock. (1)10A.
  Form of Non-Competition Agreement between
  MCT and certain senior executive officers. (1)10B.
  Stock Purchase Agreement and Commission
  Agreement between MCT and Cardine & Levy, dated September 25, 1995. (3)10C.
  Employment Agreement with Roger E. Grower
  dated March 28, 1995. (2)10D.
  Employment Agreement with Dennis L. Nelson
  dated May 30, 1996. (5)10E.
  Employee Stock Purchase Plan. (4)10F.
  Stock Option Plan for Outside Directors as
  amended through April 29, 1999. (6)10G.
  Incentive Stock Option Plan as amended
  through September 27, 1999. (13)10H.
  Former Aseco Corp. 1986 Incentive Stock
  Option Plan. (13)10I.
  Former Aseco Corp. 1993 Omnibus Stock Plan.
  (13)10J.
  Former Aseco Corp. 1993 Non-Employee
  Director Stock Option Plan. (13)10K.
  Lease for MCTs corporate headquarters
  dated October 16, 1996. (6)10L.
  Lease for space in Marlborough,
  Massachusetts dated April 13, 1993. (12)10M.
  Credit and Security Agreement, dated
  February 17, 1998 between Norwest Business Credit, Inc. and Micro Component
  Technology, Inc. (8)10N.
  Credit and Security Agreement, dated
  February 17, 1998 between Norwest Bank Minnesota, N.A. and Micro Component
  Technology, Inc. (8)10O.
  First Amendment to Credit and Security
  Agreement, dated October 22, 1998 between Norwest Business Credit, Inc. and
  Micro Component Technology, Inc. (9)10P.
  First Amendment to Credit and Security
  Agreement, dated October 22, 1998 between Norwest Bank Minnesota, N.A. and
  Micro Component Technology, Inc. (9)10Q.
  Second Amendment to Credit and Security
  Agreement (Eximbank Guaranteed Loan), dated February 16, 1999 between Norwest
  Bank Minnesota N.A. and Micro Component Technology, Inc. (10)10R.
  Second Amendment to Credit and Security
  Agreement, dated May 6, 1999 between Wells Fargo Business Credit, Inc. and
  Micro Component Technology, Inc. (10)10S.
  Third Amendment to Credit and Security
  Agreement, dated 20, 2000 between Wells Fargo Business Credit, Inc. and Micro
  Component Technology, Inc. (14)10T.
  Third Amendment to Credit and Security
  Agreement (Eximbank Guaranteed Loan), dated June 20, 2000, between Norwest
  Bank Minnesota N.A. and Micro Component Technology, Inc. (14)10U.
  Warrant Purchase Agreement dated July 11,
  1992. (1)10V.
  Second Common Stock Warrant Purchase Agreement
  dated August 10, 1993. (1)10W.
  Demand Loan Agreement dated December 21,
  2000 between Citizens Bank of Massachusetts and Micro Component Technology,
  Inc. (filed herewith)21.
  Revised Listing of Subsidiaries of Micro
  Component Technology, Inc. (14)23.1
  Consent of Deloitte & Touche LLP.
  (filed herewith)(1)
  Incorporated by reference to the exhibits
  to the registration statement on Form S-1 filed by MCT on August 24, 1993, as
  amended, SEC File Number 33-67846.(2)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 25, 1995, SEC File No.
  0-22384.(3)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 30, 1995, SEC File No.
  0-22384.(4)
  Incorporated by reference to the exhibits
  to the Post-Effective Amendment to Registration Statement on Form S-8 filed
  by MCT on July 15, 1996, as amended, SEC File No. 33-85766.(5)
  Incorporated by reference to the exhibits
  to the report on Form 10-K filed by MCT for the fiscal year ended June 29,
  1996, SEC File No. 0-22384.(6)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 28, 1996, SEC File No.
  0-22384.(7)
  Incorporated by reference to the exhibits
  to the Post-Effective Amendment No. 1 to the Registration Statement on Form
  S-1 filed by MCT on November 18, 1996, SEC File No 33-98940.(8)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 28, 1998, SEC File No.
  0-22384.(9)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 26, 1998, SEC File No.
  0-22384.(10)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 27, 1999, SEC File No.
  0-22384.(11)
  Incorporated by reference to the report on
  Form 10-K/A filed by MCT for the fiscal year ended June 26, 1999, SEC File
  No. 0-22384.(12)
  Incorporated by reference to the
  Registration Statement on Form S-1, as amended, filed by Aseco Corporation on
  January 29, 1993, SEC File No. 33-57644.(13)
  Incorporated by reference to the exhibits
  to the Registration Statement on Form S-8 filed by MCT on January 31, 2000,
  SEC File No. 333-95765.(14)
  Incorporated by reference to the report of
  From 10-K filed by MCT for the transition period ended December 31, 1999
  filed by MCT on June 30, 2000, SEC File No. 0-22384.(b)Reports on
  Form 8-KThere was no Form 8-K filed during the
quarter ended December 31, 2000

MICRO COMPONENT TECHNOLOGY, INC.Index to Consolidated
Financial Statements

Index to Consolidated Financial StatementsIndependent
  Auditors ReportConsolidated
  Balance Sheets as of December 31,2000, December 31, 1999 and June 26, 1999Consolidated Statements of Operations for the Year Ended December 31,
  2000, the Six-Month Transition Period Ended December 31, 1999, and the Fiscal
  Years Ended June 26, 1999 and June 27, 1998Consolidated Statements of Changes in Stockholders Equity for the
  Year Ended December 31, 2000 the Six-Month Transition Period Ended December
  31, 1999, and the Fiscal Years Ended June 26, 1999 and June 27, 1998Consolidated Statements of Cash Flows for the Year Ended December 31,
  2000, the Six-Month Transition Period Ended December 31, 1999, and the Fiscal
  Years Ended June 26, 1999 and June 27, 1998Notes to Consolidated Financial Statements

INDEPENDENT AUDITORS
REPORT

To
the Stockholders and Board of Directors of Micro Component Technology, Inc.

We have audited the accompanying consolidated balance sheets by Micro
Component Technology, Inc. and it subsidiaries (the Company) as of December 31,
2000, December 31, 1999 and June 26, 1999 and the related consolidated
statements of operations, changes in stockholders equity and cash flows for
the year ended December 31, 2000, the six-month transition period ended
December 31, 1999 and the two years in the period ended June 26, 1999.  These consolidated financial statements are
the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31,
2000, December 31, 1999, and June 26, 1999 and the results of their
operations  and their cash flows for the
year ended December 31, 2000, the six-month transition period ended December
31, 1999 and the two years in the period ended June 26, 1999, in the conformity
with accounting principles generally accepted in the United States of America.



/s/ Deloitte & Touche LLP



Minneapolis, Minnesota
March 23, 2001

MICRO
COMPONENT TECHNOLOGY, INC.CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

December 31,
  December 31,
  June 26,2000
  1999
  1999AssetsCurrent
  assets:Cash and cash equivalents
  $12,047
  $1,045
  $1,927Accounts receivable, less allowance for doubtful accounts of $200,
  $136, and $146, respectively
  11,905
  4,087
  3,596Inventories
  13,418
  3,648
  3,616Other
  371
  604
  131Total current assets
  37,741
  9,384
  9,270Property, plant and equipment, net
  1,286
  865
  673Goodwill and other intangible assets, net
  11,920
  31
  -Other assets
  76
  44
  47Total assets
  $51,023
  $10,324
  $9,990Liabilities and Stockholders EquityCurrent liabilities:Current portion of long-term debt
  $31
  $51
  $51Accounts payable
  6,956
  1,232
  1,548Accrued compensation
  1,133
  686
  666Accrued warranty
  777
  245
  271Customer prepayments and unearned service revenue
  985
  361
  224Deferred profit
  3,333
  -
  -Other accrued liabilities
  2,179
  423
  245Total current liabilities
  15,394
  2,998
  3,005Long-term debt
  37
  70
  33Commitments and contingencies (Note 9)Stockholders equity:Preferred stock, $.01 par value, 1,000,000 authorized, none issued and
  outstandingCommon stock, $.01 par value, 20,000,000 authorized, 13,949,974;
  7,540,647 and 7,416,922 issued, respectively
  139
  75
  74Additional paid-in capital
  87,942
  44,217
  44,035Cumulative other comprehensive loss
  (69)
  (69)
  (69)Accumulated deficit
  (52,420)
  (36,967)
  (37,088)Total stockholders equity
  35,592
  7,256
  6,952Total liabilities and stockholders equity
  $51,023
  $10,324
  $9,990

See Notes to Consolidated Financial
Statements.

MICRO COMPONENT TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Year Ended
  Six Months Ended
  Fiscal Years EndedDecember 31,
  December 31,
  June 26,
  June 27,2000
  1999
  1999
  1998Net sales
  $49,902
  $11,356
  $15,171
  $16,975Cost of sales
  30,884
  5,452
  7,539
  9,595Gross profit
  19,018
  5,904
  7,632
  7,380Operating expenses:Selling, general, and
  administrative
  16,177
  4,296
  6,279
  7,871Research and development
  9,271
  1,496
  2,800
  3,711Amortization of
  intangible assets
  4,308
  10
  -
  -Write-down of impaired
  intangible assets
  3,405
  -
  -
  -Total
  operating expenses
  33,161
  5,802
  9,079
  11,582Income 
  (loss) from operations
  (14,143)
  102
  (1,447)
  (4,202)Other income (expense):Interest income
  356
  28
  75
  139Interest expense
  (330)
  (5)
  (8)
  (23)Other income (expense)
  (72)
  (4)
  (86)
  207Income (loss) before income taxes
  (14,189)
  121
  (1,466)
  (3,879)Income tax provision
  -
  -
  -
  -Income (loss) before cumulative effect of
  change in accounting principle
  (14,189)
  121
  (1,466)
  (3,879)Cumulative effect of change in accounting
  principle
  (1,264)
  -
  -
  -Net income (loss)
  $(15,453)
  $121
  $(1,466)
  $(3,879)Net income (loss) per share before
  cumulative adjustment:Basic
  $(1.23)
  $0.02
  $(0.20)
  $(0.54)Diluted
  $(1.23)
  $0.01
  $(0.20)
  $(0.54)Cumulative adjustment
  $(0.11)
  $-
  $-
  $-Net income (loss):Basic
  $(1.34)
  $0.02
  $(0.20)
  $(0.54)Diluted
  $(1.34)
  $0.01
  $(0.20)
  $(0.54)Weighted average common and commonequivalent shares outstanding:Basic
  11,531
  7,474
  7,396
  7,248Diluted
  11,531
  8,144
  7,396
  7,248

See Notes to Consolidated Financial
Statements.


MICRO COMPONENT TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY
(in thousands, except share data)  Preferred Stock
  Common Stock
  Comprehensive
  Income(Loss)
  Accumulated
  Deficit
  Cumulative 
  Other
  Comprehensive 
  Income(Loss)Shares
  Value
  Additional
  Paid-In
  CapitalShares
  ValueBalance at June 28, 1997
  315,789
  $1,500
  7,047,102
  $70
  $42,474
  
  $(31,743)
  $(82)Net loss
  
  
  
  
  
  $(3,879)
  (3,879)Shares issued on exercise
  of options
  
  
  12,750
  
  20Shares issued through employee
  stock purchase plan
  
  
  18,659
  
  22Translation adjustment
  
  
  
  
  
  18
  
  18Comprehensive income
  (loss)
  
  
  
  
  
  $(3,861)Shares issued through
  conversion of preferred stock
  (315,789)
  (1,500)
  315,789
  4
  1,496Balance at June 27, 1998
  -
  $-
  7,394,300
  74
  $44,012
  
  $(35,622)
  $(64)Net loss
  
  
  
  
  
  (1,466)
  (1,466)Shares issued through employee
  stock purchase plan
  
  
  22.,622
  
  23Translation adjustment
  
  
  
  
  
  (5)
  
  (5)Comprehensive income
  (loss)
  
  
  
  
  
  $(1,471)Balance at June 26, 1999
  -
  $-
  7,416,922
  $74
  $44,035
  
  $(37,088)
  $(69)Net income
  
  
  
  
  
  $121
  121Shares issued on exercise of  options, net
  
  
  67,391
  1
  146Shares issued on conversion  of warrants, net
  
  
  56,334
  
  36Comprehensive income
  (loss)
  
  
  
  
  
  $121Balance at December 31, 1999
  -
  $-
  7,540,647
  $75
  $44,217
  
  (36,697)
  (69)Net lossShares issued on exercise
  of  options, net
  
  
  494,514
  5
  814
  $(15,453)
  (15,453)Shares issued for acquisition
  
  
  2,578,366
  26
  23,174Proceeds from issuance of
  stock, net
  
  
  3,290,000
  33
  19,615Shares issued through employee  stock purchase plan
  
  
  46,447
  -
  122Comprehensive income
  (loss)
  
  
  
  
  
  $(15,453)Balance at December 31, 2000
  -
  $-
  13,949,974
  $139
  $87,942
  
  $(52,420)
  $(69)
  See Notes to Consolidated Financial
Statements.


MICRO COMPONENT TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)  Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDecember 31,
  December 31,
  June 26,
  June 27,2000
  1999
  1999
  1998Cash flows from operating activities:Net income (loss)
  $(15,453)
  $121
  $(1,466)
  $(3,879)Adjustments to reconcile
  net income (loss) to net cash used by operating activities:Depreciation
  and amortization
  1,591
  247
  465
  492Write-down
  of impaired intangible assets
  3,405
  -
  -
  -Noncash
  charge related to inventories
  3,979
  -
  -
  2,038Other,
  net
  (19)
  -
  (1)
  -Changes
  in operating assets and liabilities:Accounts
  receivable
  (3,495)
  (491)
  18
  414Inventories
  (7,843)
  (32)
  214
  (2,274)Other
  assets
  365
  (470)
  21
  194Accounts
  payable
  2,747
  (316)
  321
  (336)Other
  accrued liabilities
  4,322
  237
  (54)
  (111)Net
  cash provided by (used in) operating activities
  (6,801)
  (704)
  (482)
  (3,462)Cash flows from investing activities:Additions to property,
  plant and equipment
  (466)
  (67)
  (92)
  (295)Payment for acquisition,
  net of cash acquired
  (473)
  (261)
  -
  -Maturity of short-term
  investments
  -
  -
  -
  1,169Net
  cash provided by (used in) investing activities
  (939)
  (328)
  (92)
  874Cash flows from financing activities:Payments of long-term
  debt
  (53)
  (33)
  (49)
  (300)Reduction in working line
  of credit
  (1,794)
  -
  -
  -Proceeds from issuance of
  stock
  20,589
  183
  23
  42Net
  cash provided by (used in) investing activities
  18,742
  150
  (26)
  (258)Effects of exchange rate changes
  -
  -
  (5)
  18Net increase (decrease) in cash and cash
  equivalents
  11,002
  (882)
  (605)
  (2,828)Cash and cash equivalents at beginning of
  period
  1,045
  1,927
  2,532
  5,360Cash and cash equivalents at end of period
  $12,047
  $1,045
  $1,927
  $2,532Supplemental disclosure-Noncash
  investing and financing activities:Equipment acquired by capital
  lease
  $14
  $70
  $-
  $-Notes payable for acquisition
  -
  72
  -
  -Stock issued in cashless
  option and warrant exercises
  -
  627
  -
  -Stock redeemed in
  cashless option and warrant exercises
  -
  (627)
  -
  -Stocked issued for the acquisition of Aseco Corporation
  22,500
  -
  -
  -
  See Notes to Consolidated Financial
Statements.MICRO
COMPONENT TECHNOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  NOTE 1 - DESCRIPTION OF BUSINESS AND
SIGNIFICANT ACCOUNTING POLICIES Business We
design, manufacture, market and service automatic test handling equipment for
the semiconductor industry.  Our
handlers are designed to handle most semiconductor or integrated circuit device
packages currently in production.  We operate
in one business segment. A
network of offices and representatives supports our customers across North
America, Europe and Asia.  Our company
was formed in 1972 and is headquartered in St. Paul, Minnesota. Consolidation The
consolidated financial statements include the accounts of the parent company
and our subsidiaries after elimination of all significant intercompany balances
and transactions.  All significant subsidiaries
are 100% owned. Use of Estimates The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires that we make estimates
and assumptions that affect amounts reported therein.  Due to the inherent uncertainty involved in making estimates,
actual results reported in future periods might differ from those estimates. Fiscal Year Effective
December 31, 1999 our fiscal year is a calendar year, ending on December
31.  Prior to that time, our fiscal year
ended on the last Saturday of June. Revenue Recognition Effective
January 1, 2000, we changed our method of revenue recognition for certain
semiconductor equipment sales to comply with SEC Staff Accounting Bulletin No.
101 (SAB 101)  Revenue Recognition in Financial Statements (see Note
2).  SAB 101 sets forth guidelines on
the timing of revenue recognition based upon factors such as passage of title,
installation, payment and customer acceptance. 
Prior to SAB 101, revenue was generally recognized upon shipment once
customer performance specifications and/or acceptance provisions had been
met.  Revenue for established products
that have previously satisfied customer performance specifications and that
provide for full payment tied to shipment is generally recognized upon shipment
and passage of title.  Revenue for
products that have not previously satisfied customer performance specifications
or from sales where all or a portion of customer payment dates are based upon
acceptance are recognized upon customer acceptance.  Revenue related to spare parts are recognized on shipment.  Revenue related to maintenance and service
contracts are deferred and amortized to earnings on a straight–line basis
over the life of the service contract. 
The gross profit on sales that are not recognized is generally recorded
as deferred profit in the consolidated balance sheet.  Product warranty costs are accrued in the period sales are recognized. Research and Development Expenses

Research
and development expenses for new product development are charged to expense as
incurred.

Cash and Cash Equivalents

We
consider all highly liquid investments purchased with original maturities of 90
days or less to be cash equivalents.

Inventories

Inventories
are stated at the lower of cost or market. 
Cost is determined by the first–in, first–out (FIFO)
method.  Provision to reduce inventories
to the lower of cost or market is made based on a review of excess and obsolete
inventories, estimates of future sales and the related value of component
parts.

Property, Plant and Equipment

Property,
plant and equipment are stated at cost. 
Depreciation is provided by the straight–line method over the estimated
useful lives of the assets for financial reporting and accelerated methods for
tax purposes.  Estimated lives used in
computing book depreciation are as follows:

Leasehold improvements
  3 to 10 yearsMachinery and equipment
  2 to 7Furniture and fixtures
  3 to 5Impairment of Long-Lived Assets

We
periodically evaluate the carrying value of long-lived assets for potential
impairment.  We consider projected future
operating results, cash flows, trends, and other circumstances in making such
estimates and evaluations.  When the carrying
value of any long-lived asset exceeds its projected undiscounted cash flows, an
impairment is recognized to reduce the carrying value to its fair market value.

Goodwill

Goodwill
is amortized on a straight-line basis over five years.  The carrying value of goodwill is reviewed
if the facts and circumstances suggest that it may be impaired.  If this review indicates that goodwill will
not be recoverable, as determined based on the undiscounted cash flows of the
entity acquired over the remaining amortization period, the carrying value of
the goodwill is reduced by the estimated shortfall of cash flows.

Product Warranty

Estimated
costs of warranty obligations to customers are charged to expense and a related
accrual is established at the time the product is sold.



Income
Taxes

We
account for income taxes in accordance with the provisions of Statement on
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.  Deferred income taxes are recorded based on
differences in the bases of assets and liabilities between the financial
statements and the tax returns as well as from loss carryforwards.  The valuation allowance for deferred income
tax benefits is determined by us based upon the expectation of whether the
benefits are more likely than not to be realized.

Stock-Based Compensation

We
account for stock-based transactions under SFAS No. 123, Accounting for Stock-Based Compensation.
As permitted by SFAS No. 123, we have elected to continue following the
guidance of APB Opinion No. 25 (as interpreted by FIN 44) for measurement and
recognition of stock-based transactions with employees and non-employee
directors.  Because stock options have
been granted at exercise prices at least equal to the fair market value of the
stock at the grant date, no compensation cost has been recognized for stock
options issued to employees and non-employee directors under the stock option
plans.  Stock-based transactions with
non-employees are accounted for in accordance with SFAS No. 123 and related
interpretations.

Foreign Currency Translation

Assets
and liabilities of the foreign subsidiary are translated to U.S. dollars at
year–end rates, and the statements of operations are translated at
average exchange rates during the year. 
Translation adjustments arising from the translation of the foreign
affiliates' net assets into U.S. dollars are recorded in cumulative other comprehensive
income until 1999.  During 1999, the
foreign subsidiarys functional currency changed to the U.S. dollar due
principally to a significant shift in the amount of activity denominated in
U.S. dollars versus the local currency. 
All translation adjustments are now recorded in the consolidated
statements of operations.

New Accounting Standards

On
January 1, 2001, we adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities.  SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities.  It requires that all derivatives, including
those embedded in other contracts, be recognized as either assets or
liabilities and that those financial instruments be measured at fair
value.  The accounting for changes in
the fair value of derivatives depends on their intended use and designation.
Management has reviewed the requirements of SFAS No. 133 and has determined
that we have no free-standing or embedded derivatives.  All contracts that contain provisions
meeting the definition of a derivative also meet the requirements of, and have
been designated as, normal purchases or sales. 
Our policy is to not use free-standing derivatives and to not enter into
contracts with terms that cannot be designated as normal purchases or sales

NOTE 2 
- CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

In
December 1999, the Securities and Exchange Commission staff issued SAB 101,
which, among other things, establishes the SECs interpretation that if
uncertainty exists about customer acceptance of a product, revenue should not
be recognized until acceptance occurs. 
Customer acceptance provisions may be included in a contract to enforce
a customers right to (1) test the delivered product, (2) require the seller to
perform additional services subsequent to delivery of an initial product or
performance of an initial service, such as a seller is required to install or
activate delivered equipment, or (3) identify other work necessary to be done
before accepting the product.  The SEC
presumes that such contractual customer acceptance provisions are substantive,
bargained-for terms of an arrangement. 
Accordingly, when such contractual customer acceptance provisions exist,
the SEC generally believes that the seller should not recognize revenue until
customer acceptance occurs or the acceptance provisions lapse.

In the fourth quarter of
2000 we changed the method of recognizing revenue to comply with SAB 101. As a
result of this change, we reported a change in accounting principle in
accordance with APB OpinionNo. 20 (APB 20),Accounting Changes, by a
cumulative effect adjustment.  Because
we are a calendar year entity who is adopting SAB 101 in the fourth quarter, no
cumulative effect of the change is included in net income of the fourth
quarter.  Instead, APB 20 requires that
the change be made as of the beginning of the year (January 1, 2000) and that
financial information for pre-change interim periods, in this case the first
three quarters of 2000, be restated by applying SAB 101 to those periods.

The
following pro-forma information presents a summary of the effects of SAB 101 on
prior years results as if SAB 101 had been in effect for those periods
presented.



Six MonthsEnded
  Fiscal Years EndedDecember 31,
  June 26,
  June 27,1999
  1999
  1998Net income (loss), in thousandsAs reported
  $121
  $(1,466)
  $(3,879)Proforma
  $(563)
  $(1,316)
  $(4,002)Earnings (loss) per share  basicAs reported
  $0.02
  $(0.20)
  $(0.54)Proforma
  $(0.08)
  $(0.18)
  $(0.55)Earning (loss) per share  dilutedAs reported
  $0.01
  $(0.20)
  $(0.54)Proforma
  $(0.08)
  $(0.18)
  $(0.55)

NOTE 3 - EARNINGS (LOSS) PER SHARE

Earnings
(loss) per share are computed in accordance with SFAS No. 128, Earnings Per Share.  Basic earnings per share are computed using
the weighted average number of common shares outstanding during each
period.  Diluted earnings per share
include the dilutive effect of common shares potentially issuable upon the
exercise of stock options and warrants outstanding.  The following table reconciles the denominators used in computing
basic and diluted earnings (loss) per share for the periods reported (in
thousands):

Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDecember 31,
  December 31,
  June 26,
  June 27,2000(1)
  1999
  1999(1)
  1998(1)Weighted average common shares outstanding
  11,531
  7,474
  7,396
  7,248Effect of dilutive stock options and
  warrants
  -
  670
  -
  -11,531
  8,144
  7,396
  7,248(1)
  We reported a loss for the period.  No adjustment was made for the effect of
  stock options or warrants as the effect is anti-dilutive.  Stock options and warrants outstanding totaled
  2,145,316 shares at December 31, 2000; 1,452,009 shares at December 31, 1999;
  1,590,807 shares at June 26, 1999; and 1,476,307 shares at June 27, 1998.

NOTE 4 
BALANCE SHEET INFORMATION

Valuation reserves for notes and accounts
receivable were as follows (in thousands):



Year
  Six Months
  Fiscal YearsEnded
  Ended
  EndedDecember 31,
  December 31,
  June 26,
  June 27,2000
  1999
  1999
  1998Beginning balance
  $136
  $146
  $250
  $238Additions
  143
  -
  20
  12Deductions
  (79)
  (10)
  (124)
  -Ending balance
  $200
  $136
  $146
  $250Additions to the reserves are charged
to selling, general and administrative expense.  Deductions represent uncollectible accounts written off.

Major components of inventories are as
follows (in thousands):



December 31,
  December 31,
  June 26,2000
  1999
  1999Raw materials
  $5,229
  $1,283
  $1,129Work-in-process
  6,380
  980
  1,485Finished goods
  1,809
  1,385
  1,002$13,418
  $3,648
  $3,616In accordance with generally accepted
accounting principles we value our inventories at the lower of cost or
market.  In the fourth quarter of 2000,
we recorded a charge of $4.0 million for excess and obsolete inventory
resulting from the severe downturn in the semiconductor capital equipment industry
that began in the fourth quarter of 2000. 
This amount is included in cost of sales for the fourth quarter and year
ended December 31, 2000.

Property, plant and equipment were as follows
(in thousands):

December 31,
  December 31,
  June 26,2000
  1999
  1999Leasehold improvements
  $207
  $175
  $179Machinery and equipment
  3,746
  2,869
  3,042Furniture and fixtures
  1,790
  1,045
  8775,743
  4,089
  4,098Less accumulated depreciation
  (4,457)
  (3,224)
  (3,425)$1,286
  $865
  $673Intangible assets and goodwill
consisted of the following ( in thousands):

December 31,
  December 31,
  June 26,2000(1)
  1999
  1999Intellectual property
  $42
  $42
  $-Customer lists
  1,000
  -
  -Established work force
  1,167
  -
  -Developed products
  1,820
  -
  -Core products
  5,000
  -
  -Goodwill
  7,205
  -
  -16,234
  42
  -Less accumulated amortization
  (4,314)
  (11)
  -$11,920
  $31
  $-(1)
  In accordance with generally accepted
  accounting principles, we evaluate our carrying values of long-lived assets
  and goodwill based on the analysis of future cash flows relative to the
  remaining amortization periods.  As a
  result of the significant industry downturn, which began in the fourth
  quarter of 2000, we reduced the carrying value of certain intangible assets
  by $0.9 million and goodwill by $2.5 million.

NOTE 5  INDEBTEDNESS

In
February 1998, we established a secured revolving credit facility with a
bank.  Under the facility, we may borrow
up to $5.0 million as determined by the borrowing base of eligible trade
accounts receivable and certain inventory, conditioned upon meeting certain
financial covenants, including maintaining certain levels of monthly and
quarterly earnings and quarterly tangible net worth.   The facility is secured by most of our assets.  The agreement prohibits us from paying cash
dividends without the banks consent. 
Borrowings bear interest at 1.5% over the banks prime rate, which was
9.5% at December 31, 2000, for a borrowing rate of 11.0%.  We had no borrowings outstanding under this
line at December 31, 2000.  The bank
line expired in February 2001.

In
December 2000, we established a secured revolving credit facility with another
bank.  Under the facility, we may borrow
up to $1.0 million as determined by the borrowing base of eligible Aseco trade
accounts receivable.  Interest on the line,
at our election, is based on either the banks prime rate (as defined) or eurodollar
rate (as defined).  The facility is secured
by a $1.0 million bank certificate of deposit. 
We had no borrowings outstanding under this line at December 31, 2000.

NOTE 6 - LONG-TERM DEBT

Long-term
debt and financing obligations consist of the following (in thousands):

December 31,
  December 31,
  June 26,2000
  1999
  1999Equipment lease agreements
  $68
  $121
  $84Less current obligations
  (31)
  (51)
  (51)Total long- term debt
  $37
  $70
  $33

We have one equipment
lease agreement, bearing interest at approximately 7% for a Fadal Machining
Center used in our manufacturing process. 
In addition, we have capital lease agreements bearing interest at
approximately 8% for a telephone system and equipment in our Phoenix
facility.  Capitalized lease amounts included
in property, plant and equipment at December 31, 2000 were $217,000, at
December 31, 1999  $303,000, and at
June 26, 1999 $234,000, with accumulated depreciation of $148,000, $184,000,
and $154,000 for the same periods.

Cash
paid for interest was $354,000 $5,000, $8,000 and $23,000 for 2000, the six
months ended December 31, 1999, and fiscal years 1999 and 1998, respectively.

Payments
due under debt obligations at December 31, 2000 were as follows: 2001 -
$31,000; 2002 - $26,000; 2003 - $25,000; and 2004 - $11,000.

NOTE 7 - INCOME TAXES

The
Company had income for the six-month transition period ended December 31, 1999
and incurred losses for the year ended December 31, 2000, fiscal 1999, and 1998
and recorded no provision for income taxes.

The
reconciliation of income tax computed at the U.S. federal statutory rate to
income tax expense recorded in the consolidated financial statements is as follows:

Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDec. 31,
  Dec. 31,
  June 26,
  June 27,2000
  1999
  1999
  1998Tax (benefit) at
  statutory rate
  (35.0)%
  35.0%
  (35.0)%
  (35.0)%Effect of graduated
  tax rates
  1.0
  (1.0)
  1.0
  1.0State taxes
  -
  -
  -
  -Nondeductible items
  - goodwill
  17.0
  -
  -
  -Adjustment to
  valuation allowance
  17.0
  (34.0)
  34.0
  34.00.0%
  0.0%
  0.0%
  0.0%As of December 31, 2000, we had federal and state net operating loss
(NOL) carryforwards totaling approximately $55.1 million and tax credit carryforwards
of approximately $67,000 which can be used to reduce future taxable
income.  Such tax loss and tax credit
carryforwards begin to expire in 2004.

We
believe that our initial public offering in October 1993, combined with prior
events, resulted in an ownership change of our company as defined in Section
382 of the Internal Revenue Code and the Regulations issued thereunder (Section
382).  Pursuant to Section 382, our
ability to use our NOLs originating prior to the initial public offering,
accounting for approximately $7.8 million of the NOLs, is subject to certain
restrictions including an annual limitation of approximately $0.9 million.  Future changes in ownership of the Company
may place limitations on losses incurred subsequent to the intial public offering.

We have recorded a total
valuationreserve on deferred tax assets due to uncertainity of their
ultimate realization as follows:

December 31
  December 31
  June 262000
  1999
  1999Net operating loss
  $22,025
  $13,135
  $13,175Inventories
  4,235
  1,750
  1,770Accrued expenses
  570
  190
  245Deferred profit
  1,330
  -
  -Other
  200
  165
  180Valuation allowance
  (28,360)
  (15,240)
  (15,370)-
  -
  -



NOTE 8 - PREFERRED STOCK

In
November 1997, we converted 315,789 shares of Non-voting Series A Preferred
Stock to common stock on a one-for-one basis. 
There were no dividends accrued or paid on the preferred stock.  We no longer have shares of preferred stock
outstanding.  The issuance of the shares
of common stock was exempt from registration pursuant to section 3(a)(9) of the
Securities Act of 1933.  No commission
or other remuneration was paid to solicit the conversion.

NOTE 9 - COMMITMENTS AND
CONTINGENCIES

We
lease certain facilities and equipment under various operating leases.  Effective April 1997, we entered into an operating
lease agreement and relocated our headquarters to a new facility in St. Paul,
Minnesota, coinciding with the expiration of the operating lease at our
previous headquarters facility.  Under
the terms of the new agreement, which extends through April 2006, we are
responsible for base rent and all operating expenses associated with the
portion of the facility that we occupy. 
The agreement provides us with a one-time option to cancel the lease
after seven years, at which time we would only be responsible for certain unamortized
build-out costs incurred by the landlord. 
In May 2000, we notified our
landlord of our intent to exercise our one-time option to lease the remaining
additional 11,000 square feet within the same building, beginning twelve to
twenty-four months later, at a date to be mutually determined.

Total
rent expense charged to operations, primarily for facilities and equipment was
$1,376,000, for the year ended December 31, 2000, $316,000 in the six-month
transition period ended December 31, 1999, 
$583,000 in fiscal 1998 and $767,000 in fiscal 1998.

The
future minimum rental payments at December 31, 2000, due under noncancelable
operating leases, are as follows: 2001 - $756,000; 2002 - $719,000; 2003 -
$677,000; 2004 - $623,000; 2005 - $489,000; thereafter -$617,000.

We
have an employment agreement with our Chief Executive Officer that may be
terminated upon 60 days written notice by either party.  If we terminate the agreement, we shall
continue to pay his salary in effect at date of termination for 12 months
thereafter.  We also have an agreement
with one other officer that provides for severance pay and other remuneration
if his employment is terminated without cause or if he should resign following
a change of control.

NOTE 10 -
STOCK OPTION AND BONUS PLANS AND WARRANTS TO PURCHASE COMMON STOCK

In
May 1995 and August 1995, our board of directors amended the April 1993
Incentive Stock Option Plan for key employees and reserved an additional
500,000 shares and 250,000 shares respectively for a total of 1,250,000 shares
of common stock for issuance under the Plan at fair market value at the date of
grant.  In September 1999, our board of
directors reserved an additional 1,050,000 shares for a total of 2,300,000
shares of common stock for issuance under the Plan at fair market at the date
of grant.  The shareholders have
approved all of these amendments.  The
options expire five to ten years from the date of grant and generally vest over
a two-year or four-year period.  If an
individual ceases employment, he/she has one month to exercise vested options
granted prior to June 8, 1994 or 90 days for options granted on or after June
8, 1994.  Options granted in excess of
the $100,000 annual IRS limitations become non-qualified.

In
fiscal 1996, our board of directors and our shareholders approved the Stock
Option Plan for Outside Directors and reserved 300,000 shares of common stock
for issuance under the Plan.  Each person
who becomes an outside director will automatically be granted an option to purchase
10,000 shares.  In addition, each
outside director will also automatically be granted an option to purchase
10,000 shares immediately upon each reelection as a director, or on the
anniversary of the prior years grant in any year in which there is no meeting
of the stockholders at which directors are elected.  The period within which an option must be exercised will be the
earlier of (1) ten years from the date of the grant, or (2) the date which is
one year after the director ceases to be a director for any reason, provided
that if a director voluntarily declines to stand for re-election after the age
of 60, he shall not be required to exercise his options within one year after
he ceases to be a director and shall continue to vest in his options after he
ceases to be a director.  The exercise
price for each option will be the fair market value of the stock on the date of
grant, and each option will generally vest over a two-year period at 50 percent
per year.

On
January 31, 2000, we converted 594,744 Aseco options into our option plan
pursuant to the merger agreement (see Note 12).

We
have also reserved 150,000 shares of common stock for the grant of
non-qualified stock options for outside directors, consultants, advisors and
employees.

Shares subject to
options under these were as follows:

Options
  Shares
  Exercise 
  Price Range
  WeightedAverage
  Exercise 
  Price 
  Per ShareOutstanding at June
  28, 1997
  895,000
  $2.00
  to $7.50
  $2.89Granted (fair value $1.27 per share)
  349,000
  $1.56
  to $4.81
  $3.62Exercised
  (20,000)
  $2.00
  to $3.63
  $2.81Expired
  (16,000)
  $2.63
  to $3.00
  $2.81Outstanding at June
  27, 1998
  1,208,000
  $1.56
  to $7.50
  $3.11Granted (fair value $0.68 per share)
  461,500
  $1.00
  to $1.94
  $1.17Expired
  (347,000)
  $2.38
  to $7.00
  $4.78Outstanding at June
  26, 1999
  1,322,500
  $1.00
  to $7.50
  $2.00Granted (fair value $2.99 per share)
  200,500
  $2.25
  to $5.44
  $4.26Exercised
  (69,991)
  $1.22
  to $3.31
  $2.26Expired
  (1,000)
  3.56
  $3.56Outstanding at December
  31, 1999
  1,425,009
  $1.00
  to $7.50
  $2.30Granted (fair value $5.98 per share)
  694,500
  $6.06
  to $11.25
  $7.14Aseco Converted Options
  594,744
  $1.18
  to $8.00
  $1.54Exercised
  (494,514)
  $1.12
  to $8.00
  $1.66Expired
  (101,453)
  $1.18
  to $9.00
  $5.29Outstanding at December 31, 2000
  2,145,316
  $1.00
  to $11.25
  $3.66Exercisable at December 31, 2000
  1,064,699
  $1.00
  to $7.50
  $2.13

Options outstanding at December 31, 2000 had
exercise prices ranging from $1.00 to $11.25 per share as summarized in the
following table:

Number
  Weighted
  Weighted
  NumberRange of
  Outstanding
  Average
  Average
  ExercisableExercise
  at Dec. 31,
  Remaining
  Exercise
  at Dec. 31,Prices
  2000
  Life
  Price Per Share
  2000$1.00 to $1.62
  661,781
  4.0 years
  $1.22
  396,308$1.94 to $2.63
  476,250
  4.5 years
  $2.07
  447,375$3.25 to $4.31
  299,785
  7.0 years
  $3.76
  200,266$5.44 to $8.00
  650,500
  9.5 years
  $6.71
  20,750$9.25 to $11.25
  57,000
  9.5 years
  $9.95
  -$1.00 to $11.25
  2,145,316
  6.5 years
  $3.66
  1,064,699

In February 1996, the
board of directors adopted the Employee Stock Purchase Plan and reserved
300,000 shares of common stock for issuance under the Plan.  Eligible employees can elect under the Plan
to contribute between two percent and ten percent of their base pay
each plan year (June 1 - May 31) to purchase shares of common stock at a price
per share equal to 85 percent of market value on the first day of the plan year
or the last day of the plan year, whichever is lower.  Employee contributions are deducted from their regular salary or
wages.  The maximum number of shares
that can be purchased by an employee in any plan year is 1,000 shares.  For the year ended December 31, 2000, 46,447
shares were issued under the plan at prices ranging from $1.90 to $4.83, a
weighted average price of $2.63.  During
the 1999 six-month transition period, no shares were issued under the
plan.   During fiscal 1999, 22,622
shares were issued under the plan at prices ranging from $0.45 to $1.06, a
weighted average price of $1.04 per share. 
During fiscal 1998, 18,658 shares were issued under the plan at a price
of $1.17 per share.  Approximately
196,300 shares remain reserved for future issuances.

In
fiscal 1997, we adopted SFAS No. 123, Accounting
for Stock-Based Compensation. 
As permitted by SFAS No. 123, we have elected to continue following the
guidance of APB Opinion No. 25 for measurement and recognition of stock-based
transactions with employees.  Because
stock options have been granted at exercise prices at least equal to the fair
market value of the stock at the grant date, no compensation cost has been
recognized for stock options issued to employees under the stock option
plans.  If compensation cost for our
stock option and employee stock purchase plans had been determined based on the
fair value at the grant dates, consistent with the method provided in SFAS No.
123, our net income (loss) and earnings (loss) per share would have been as follows:

Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDec. 31
  Dec. 31
  June 26
  June 272000
  1999
  1999
  1998Net income (loss), in thousandsAs reported
  $(15,453)
  $121
  $(1,466)
  $3,879Proforma
  $(16,740)
  $(153)
  $(1,652)
  $(4,077)Earnings (loss) per share  basicAs reported
  $(1.34)
  $0.02
  $(0.20)
  $(0.54)Proforma
  $(1.45)
  $(0.02)
  $(0.22)
  $(0.56)Earnings (loss) per share- dilutedAs reported
  $(1.34)
  $0.01
  $(0.20)
  $(0.54)Proforma
  $(1.45)
  $(0.02)
  $(0.22)
  $(0.56)



The
fair value of options granted under the stock option and employee stock
purchase plans for the year ended December 31, 2000, and the six-month transition
period ended December 31, 1999, and fiscal 1999 and 1998 was estimated on the
date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions and results:

Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDec. 31,
  Dec. 31,
  June 26,
  June 27,2000
  1999
  1999
  1998Dividend yield
  0.00%
  0.00%
  0.00%
  0.00%Expected volatility
  107.02%
  118.84%
  88.48%
  60.62%Risk-free interest
  rate
  6.31%
  5.67%
  4.77%
  6.00%Expected life of options
  3.5
  years
  3.5
  years
  3.0
  years
  3.1
  years



In
November 1999, we issued 9,991 shares of common stock for the exercise of
options to purchase 9,991 shares of common stock and received in exchange 2,600
shares previously owned by the option holder to fund the exercise.  Accordingly, there were no cash proceeds
from this transaction.

In
December 1999, we issued 16,638 shares of common stock pursuant to the net
exercise of 50,942 warrants and we issued 30,696 shares of common stock
pursuant to the net exercise of 139,865 warrants.  There were no cash proceeds from the conversion of the warrants
to common stock as the transactions were cashless conversions in which the
exercise was funded by shares surrendered, as provided for in the terms of the
warrant agreements.

NOTE 11 - SEGMENT, GEOGRAPHIC,
CUSTOMER INFORMATION AND CONCENTRATION OF CREDIT RISK

We
operate in one industry segment supplying automated test handlers to the
semiconductor industry.  Net sales to customers
located in the three geographic regions in which we operate are summarized as
follows (in thousands):



Year
  Six MonthsEnded
  Ended
  Fiscal Years EndedDec. 31,
  Dec. 31,
  June 26,
  June 27,2000
  1999
  1999
  1998United States
  $22,123
  $3,556
  $5,379
  $8,051Asia
  26,382
  7,347
  9,205
  7,091Europe
  1,397
  453
  587
  1,833$49,902
  $11,356
  $15,171
  $16,975

We
do not hold a material amount of long-lived assets outside of the United
States.

During
the year ended December 31, 2000, one customer accounted for approximately 14%
of net sales.  During the six-month
transition period ended December 31, 1999, one customer accounted for
approximately 19% of net sales.  During
fiscal 1999, one customer accounted for 27% of net sales. During fiscal 1998,
no single customer accounted for more than 10% of net sales.

NOTE 12 
ACQUISITION

On
January 31, 2000, we completed the acquisition of Aseco Corporation, a
Massachusetts-based manufacturer of singulated handling equipment for the
back-end of the semiconductor manufacturing process.  The acquisition was structured as a stock-for-stock purchase and
Aseco is now a wholly-owned subsidiary of MCT. 
The purchase price totaled $24.0 million, consisting of 2.6 million
shares of ourcommon stock valued at $22.5 million issued to former Aseco
shareholders and $1.5 million of acquisition-related costs.

The
acquisition was accounted for using the purchase method of accounting.  The results of operations of Aseco are
included in our consolidated financial statements beginning January 31,
2000.  The purchase price has been
allocated based on the estimated fair values of net assets acquired at the date
of acquisition.  The excess of purchase
price over net assets acquired, amounting to $9.7 million, has been allocated
to goodwill, and is being amortized using a straight line method over the
estimated useful life of five years. 
Other intangible assets, including established workforce, customer list,
and core and developed technology, totaling $9.9 million are being amortized
using the straight-line method over the estimated useful lives of two to five
years.

The
following unaudited pro forma information presents a summary of combined
results of operations of MCT and Aseco as if the acquisition had occurred on
June 28, 1998, along with certain pro forma adjustments to give effect to amortization
of goodwill and other intangible assets. 
The pro forma results for fiscal year ended June 26, 1999 were derived
using Asecos audited results for its fiscal year ended March 28, 1999.  The pro forma information also does not
attempt to show how we would actually have performed on a combined basis had
the companies been combined throughout these periods.  The following pro forma information, therefore, although helpful
in illustrating the financial characteristics of our combined company under one
set of assumptions, does not attempt to predict or suggest future results (in
thousands, except per share data):

Six Months
  Fiscal YearEnded
  EndedDec. 31,
  June 26,1999
  1999Net sales
  $22,564
  $33,476Net loss
  $(3,266)
  $(19,247)Net loss per share
   basic and diluted
  $(0.31)
  $(1.86)Weighted average
  common shares  basic & diluted
  10,404
  10,326

NOTE 14  SUBSEQUENT EVENT

On
February 21, 2001, in response to the downturn in the semiconductor capital
equipment market, we announced plans to consolidate the manufacturing and
operation functions currently performed in our Marlborough, Massachusetts facility
to our St. Paul, Minnesota facility, resulting in reductions in headcount, as
well as other cost reduction initiatives which will result in a restructuring
charge in the first quarter of 2001. 
The aggregate amount of this charge has not yet been determined.


SIGNATURE Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned; thereunto duly authorized, in the City of St. Paul, State of
Minnesota, on March 30, 2001.  MICRO COMPONENT TECHNOLOGY, INC.By:
  /s/ Roger E. GowerRoger E. GowerPresident, Chief Executive OfficerChairman of the Board and Director  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant in the
capacities indicated on March 30, 2001. Signature
  Capacity/s/Roger E. Gower
  President, Chief Executive Officer Chairman
  of the Board and DirectorRoger E. Gower/s/Jeffrey S. Mathiesen
  Vice President of Finance/Administration,
  Chief Financial Officer, TreasurerJeffrey S. Mathiesen/s/D. James Guzy
  DirectorD. James Guzy/s/Donald J. Kramer
  DirectorDonald J. Kramer/s/David M. Sugishita
  DirectorDavid M. Sugishita/s/Donald R. VanLuvanee
  DirectorDonald R. VanLuvanee/s/Patrick Verderico
  DirectorPatrick Verderico/s/Sebastian J. Sicari
  DirectorSebastian J. Sicari/s/Dr. Sheldon Buckler
  DirectorDr. Sheldon Buckler  INDEX TO EXHIBITS





(a)3. Exhibits3A.
  Bylaws of MCT. (7)3B.
  Articles of Incorporation of MCT. (7)4.
  Specimen Certificate of Common stock. (1)10A.
  Form of Non-Competition Agreement between
  MCT and certain senior executive officers. (1)10B.
  Stock Purchase Agreement and Commission
  Agreement between MCT and Cardine & Levy, dated September 25, 1995. (3)10C.
  Employment Agreement with Roger E. Grower
  dated March 28, 1995. (2)10D.
  Employment Agreement with Dennis L. Nelson
  dated May 30, 1996. (5)10E.
  Employee Stock Purchase Plan. (4)10F.
  Stock Option Plan for Outside Directors as
  amended through April 29, 1999. (6)10G.
  Incentive Stock Option Plan as amended
  through September 27, 1999. (13)10H.
  Former Aseco Corp. 1986 Incentive Stock
  Option Plan. (13)10I.
  Former Aseco Corp. 1993 Omnibus Stock Plan.
  (13)10J.
  Former Aseco Corp. 1993 Non-Employee
  Director Stock Option Plan. (13)10K.
  Lease for MCTs corporate headquarters
  dated October 16, 1996. (6)10L.
  Lease for space in Marlborough, Massachusetts
  dated April 13, 1993. (12)10M.
  Credit and Security Agreement, dated
  February 17, 1998 between Norwest Business Credit, Inc. and Micro Component
  Technology, Inc. (8)10N.
  Credit and Security Agreement, dated
  February 17, 1998 between Norwest Bank Minnesota, N.A. and Micro Component
  Technology, Inc. (8)10O.
  First Amendment to Credit and Security
  Agreement, dated October 22, 1998 between Norwest Business Credit, Inc. and
  Micro Component Technology, Inc. (9)10P.
  First Amendment to Credit and Security
  Agreement, dated October 22, 1998 between Norwest Bank Minnesota, N.A. and
  Micro Component Technology, Inc. (9)10Q.
  Second Amendment to Credit and Security
  Agreement (Eximbank Guaranteed Loan), dated February 16, 1999 between Norwest
  Bank Minnesota N.A. and Micro Component Technology, Inc. (10)10R.
  Second Amendment to Credit and Security
  Agreement, dated May 6, 1999 between Wells Fargo Business Credit, Inc. and
  Micro Component Technology, Inc. (10)10S.
  Third Amendment to Credit and Security
  Agreement, dated 20, 2000 between Wells Fargo Business Credit, Inc. and Micro
  Component Technology, Inc. (14)10T.
  Third Amendment to Credit and Security
  Agreement (Eximbank Guaranteed Loan), dated June 20, 2000, between Norwest
  Bank Minnesota N.A. and Micro Component Technology, Inc. (14)10U.
  Warrant Purchase Agreement dated July 11,
  1992. (1)10V.
  Second Common Stock Warrant Purchase
  Agreement dated August 10, 1993. (1)10W.
  Demand Loan Agreement dated December 21,
  2000 between Citizens Bank of Massachusetts and Micro Component Technology,
  Inc. (filed herewith)21.
  Revised Listing of Subsidiaries of Micro
  Component Technology, Inc. (14)23.1
  Consent of Deloitte & Touche LLP.
  (filed herewith)(1)
  Incorporated by reference to the exhibits
  to the registration statement on Form S-1 filed by MCT on August 24, 1993, as
  amended, SEC File Number 33-67846.(2)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 25, 1995, SEC File No.
  0-22384.(3)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 30, 1995, SEC File No.
  0-22384.(4)
  Incorporated by reference to the exhibits
  to the Post-Effective Amendment to Registration Statement on Form S-8 filed
  by MCT on July 15, 1996, as amended, SEC File No. 33-85766.(5)
  Incorporated by reference to the exhibits
  to the report on Form 10-K filed by MCT for the fiscal year ended June 29,
  1996, SEC File No. 0-22384.(6)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 28, 1996, SEC File No.
  0-22384.(7)
  Incorporated by reference to the exhibits
  to the Post-Effective Amendment No. 1 to the Registration Statement on Form
  S-1 filed by MCT on November 18, 1996, SEC File No 33-98940.(8)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 28, 1998, SEC File No.
  0-22384.(9)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended September 26, 1998, SEC File No.
  0-22384.(10)
  Incorporated by reference to the report on
  Form 10-Q filed by MCT for the quarter ended March 27, 1999, SEC File No.
  0-22384.(11)
  Incorporated by reference to the report on
  Form 10-K/A filed by MCT for the fiscal year ended June 26, 1999, SEC File
  No. 0-22384.(12)
  Incorporated by reference to the
  Registration Statement on Form S-1, as amended, filed by Aseco Corporation on
  January 29, 1993, SEC File No. 33-57644.(13)
  Incorporated by reference to the exhibits
  to the Registration Statement on Form S-8 filed by MCT on January 31, 2000,
  SEC File No. 333-95765.(14)
  Incorporated by reference to the report of
  From 10-K filed by MCT for the transition period ended December 31, 1999
  filed by MCT on June 30, 2000, SEC File No. 0-22384.