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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549
_____________________________________________

FORM 10-Q/A
(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended December 31, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from ____ to ____

Commission File No. 0-21820
____________________________________________

KEY TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

 
Oregon
(State or jurisdiction of
incorporation or organization)
 
93-0822509
(I.R.S. Employer
Identification No.)

150 Avery Street
Walla Walla, Washington 99362
(Address of principal executive offices and zip code)

(509)  529-2161
(Registrant's telephone number, including area code)
_____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No ¨

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

 
Large accelerated filer ¨
     Non-accelerated filer ¨
(Do not check if a smaller reporting company)
 
Accelerated filer ý
Smaller reporting company ¨
 

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No ý

The number of shares outstanding of the registrant's common stock, no par value, on January 30, 2009 was 4,994,317 shares.

 
 
 
Explanatory Note

This amendment to the Quarterly Report on Form 10-Q of Key Technology, Inc. (the "Company") for the quarterly period ended December 31, 2008 is filed to amend the disclosure provided in the response to Part I, Item 4, "Controls and Procedures," to clarify that the conclusion of the Company's management as to the effectiveness of the Company's controls and procedures also included the conclusion that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management to allow timely decisions regarding required disclosure.  In addition, Part II, Item 6, "Exhibits," of the original Form 10-Q is amended to file currently dated certifications provided as Exhibits 31.1 and 31.2 to this amendment, which certifications have also been amended to include a specific reference to the responsibility of the Company's certifying officers to establish and maintain internal control over financial reporting.

 
 
 

KEY TECHNOLOGY, INC.
FORM 10-Q/A FOR THE THREE MONTHS ENDED DECEMBER 31, 2008
TABLE OF CONTENTS 


PART I.  FINANCIAL INFORMATION

4


PART II.  OTHER INFORMATION

4



SIGNATURES                                                                                                                             
5

EXHIBIT INDEX                                                                                                                             
6
 
 
 


PART I.                      FINANCIAL INFORMATION

Item 4.                         Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the disclosure controls and procedures relating to the Company at December 31, 2008 and concluded that such controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted by the Company under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2008 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II.                      OTHER INFORMATION


Item 6.                          Exhibits

The following exhibits are filed herewith:

Exhibit
Number
 
Title
 
31.1
 
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1*
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2*
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

_______________
*Previously filed.
 
 
 
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
SIGNATURES 
 
SIGNATURES
   
Pursuant to the requirements 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.
   
 
KEY TECHNOLOGY, INC.
 
(Registrant)
   
Date: March 31, 2009
By   /s/  David M. Camp                           
 
David M. Camp
 
President and Chief Executive Officer
 
(Principal Executive Officer)
   
   
Date: March 31, 2009
By   /s/  John J. Ehren                                
 
John J. Ehren
 
Senior Vice President and Chief Financial Officer
 
    (Principal Financial Officer)
   



 
 

KEY TECHNOLOGY, INC. AND SUBSIDIARIES
FORM 10-Q/A FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 

EXHIBIT INDEX

Exhibit

 
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
32.1*
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
32.2*
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

_______________
*Previously filed.