UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
January 9, 2002
AXCELIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-30941 34-1818596
(State or other jurisdiction of (Commission file number) (IRS employer identification
incorporation or organization) number)
55 Cherry Hill Drive
Beverly, Massachusetts 01915
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(978) 787-4000
Item 5. Other Events
On January 15, 2002, Axcelis Technologies, Inc. sold $125 million in
aggregate principal amount of 4 1/4% convertible subordinated notes due 2007
(the "Notes") in a private placement under SEC Rule 144A, pursuant to a purchase
agreement executed on January 9, 2002. The amount sold includes $25 million of
Notes issued upon the exercise of an option granted by Axcelis to the initial
purchasers. The Notes are convertible into Axcelis common stock at an initial
conversion price of $20.00 per share, subject to adjustments in certain
circumstances. The Notes will mature in five years and will not be callable for
the first three years.
The preceding description of the Notes is qualified in its entirety by
reference to the indenture dated as of January 15, 2002 pursuant to which the
Notes were issued, a copy of which is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. Axcelis agreed in a registration rights
agreement with the initial purchasers (a copy of which is filed as Exhibit 4.2
hereto and is incorporated herein by reference) to file a registration statement
for the resale of the Notes and the shares of common stock issuable upon
conversion of the Notes. Axcelis and its officers and directors also agreed with
the initial purchasers not to enter into certain arrangements for the sale of
shares of its common stock for 90 days, and Axcelis agreed to indemnify the
initial purchasers against certain liabilities in connection with the offering.
Axcelis intends to use the proceeds from the sale of the Notes for
working capital and general corporate purposes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
4.1 Indenture between Axcelis and State Street Bank and Trust
Company, as Trustee, including the form of note, dated as of
January 15, 2002. Filed herewith.
4.2 Registration Rights Agreement by and among Axcelis, Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc. and SG
Cowen Securities Corporation, dated as of January 15, 2002.
Filed herewith.
99.1 Press release dated January 9, 2002. Filed herewith.
SIGNATURE
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 hereunto duly authorized.
AXCELIS TECHNOLOGIES, INC.
Dated: January 15, 2002 By: /s/ Cornelius F. Moses, III
----------------------------------------
Cornelius F. Moses, III
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 Indenture between Axcelis and State Street Bank and Trust
Company, as Trustee, including the form of note, dated as of
January 15, 2002. Filed herewith.
4.2 Registration Rights Agreement by and among Axcelis, Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc. and SG
Cowen Securities Corporation, dated as of January 15, 2002.
Filed herewith.
99.1 Press release dated January 9, 2002. Filed herewith.