As filed with the Securities and Exchange Commission on May 31, 2013
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AXCELIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 34-1818596 |
(State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification No.) |
108 Cherry Hill Drive, Beverly, Massachusetts 01915
(Address of Principal Executive Offices and Zip Code)
2012 EQUITY INCENTIVE PLAN
(Full title of the plan)
LYNNETTE C. FALLON
Axcelis Technologies, Inc.
108 Cherry Hill Drive
Beverly, Massachusetts 01915
(617) 787-4000
(Name, address and telephone number of agent for service)
with copies to:
MATTHEW C. DALLETT
Edwards Wildman Palmer LLP
111 Huntington Avenue
Boston, Massachusetts 02199-7613
(617) 239-0100
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 o |
| Accelerated filer x |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of securities |
| Amount to be |
| maximum offering |
| maximum aggregate |
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to be registered |
| registered |
| price per share |
| offering price |
| registration fee |
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Common Stock, $.001 par value |
| 3,250,000 shares | (1) | $ | 1.53 | (2) | $ | 4,972,500 | (2) | $ | 678.25 |
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(1) Includes pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), such additional number of shares of the Registrant’s Common Stock as may be issued upon a stock split, stock dividend, or similar transaction.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock, as reported by the Nasdaq Global Select market on May 24, 2013.
Statement Regarding Incorporation by Reference from Effective Registration Statement
The Registrant hereby increases the number of shares of its Common Stock, $0.001 par value per share, registered for issuance under its 2012 Equity Incentive Plan by 3,250,000 shares. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-181750) filed with the Securities and Exchange Commission (the “Commission”) on May 30, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Beverly, Massachusetts, on the31st day of May, 2013.
| AXCELIS TECHNOLOGIES, INC. | |
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| By: | /s/ Mary G. Puma |
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| Mary G. Puma, Chairman, Chief Executive Officer and President |
POWER OF ATTORNEY
We, the undersigned officers and directors of Axcelis Technologies, Inc., hereby severally constitute and appoint Mary G. Puma, Jay Zager and Lynnette C. Fallon, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto) for the registration of 3,250,000 shares, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, with respect to the registration of shares under the Axcelis Technologies, Inc. 2012 Equity Incentive Plan, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
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| Date |
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/s/ Mary G. Puma |
| Director and Principal |
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Mary G. Puma |
| Executive Officer |
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/s/ Jay Zager |
| Principal Accounting and |
| * |
Jay Zager |
| Financial Officer |
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/s/ R. John Fletcher |
| Director |
| * |
R. John Fletcher |
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/s/ Stephen R. Hardis |
| Director |
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Stephen R. Hardis |
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/s/ William C. Jennings |
| Director |
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William C. Jennings |
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/s/ Joseph P. Keithley |
| Director |
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Joseph P. Keithley |
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/s/ Patrick H. Nettles |
| Director |
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Patrick H. Nettles |
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/s/ H. Brian Thompson |
| Director |
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H. Brian Thompson |
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| *May 31, 2013 |
EXHIBIT INDEX
Exhibit |
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Number |
| Description |
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4.1* |
| Amended and Restated Certificate of Incorporation of the Registrant, as adopted May 6, 2009. Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on May 11, 2009. |
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4.2* |
| Bylaws of the Registrant, as amended as of August 8, 2007. Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10-Q for the quarter ended June 30, 2007, filed with the Commission on August 9, 2007. |
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5.1 |
| Opinion of Edwards Wildman Palmer LLP as to the legality of the shares being registered hereunder. Filed herewith. |
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10.1 |
| Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended through May 14, 2013. Filed herewith. |
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23.1 |
| Consent of Edwards Wildman Palmer LLP (included in the Opinion filed as Exhibit 5.1). |
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23.2 |
| Consent of Ernst & Young LLP, independent accountants. Filed herewith. |
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24.1 |
| Power of Attorney (contained on the signature page hereto). |
* Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-Q or 8-K of Axcelis Technologies, Inc. were filed under Commission File No. 000-30941.