UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 16, 2007
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Ibis Technology Corporation
(Exact name of Registrant as Specified in its Charter)
Massachusetts 000-26824 04-2987600
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
32 Cherry Hill Drive
Danvers, Massachusetts 01923
(Address of Principal Executive Offices)
(978) 777-4247
(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Item 3.02 is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
On February 16, 2007, Ibis Technology Corporation., a Massachusetts
corporation (the "Company") entered into a Purchase Agreement (the "Purchase
Agreement") pursuant to which the Company plans to sell unregistered shares of
its common stock, par value $0.08 per share ("Common Stock"), and warrants
("Warrants") exercisable for Common Stock to the investors identified in the
Purchase Agreement (the "Investors") for an aggregate purchase price of $5.0
million. In connection with the transaction, the Company also entered into a
Registration Rights Agreement (the "Registration Rights Agreement") with the
Investors. The Company will pay a placement fee to a placement agent, which
includes a cash fee equal to 5% of the Company's gross proceeds and warrants
exercisable for Common Stock with a dollar value equal to 5% of the Company's
gross proceeds. All of the securities will be sold in a private placement
pursuant to Regulation D of the Securities Act of 1933, as amended (the "Act"),
solely to accredited investors, as defined in Rule 501 of the Act. The Company
issued a press release on February 20, 2007, attached hereto as Exhibit 99.1 and
incorporated herein by reference, regarding the transaction described in this
report. Set forth below is a brief description of the terms and conditions of
the Purchase Agreement, the Registration Rights Agreement and the Warrants,
which description is qualified in its entirety by reference to the full text of
the underlying documents which have been filed as exhibits hereto.
Purchase Agreement. Pursuant to the Purchase Agreement, the Company agreed
to sell approximately 1.4 million shares of Common Stock and Warrants
exercisable for up to approximately 1.05 million additional shares of Common
Stock for aggregate gross cash proceeds of approximately $2.2 million at an
initial closing , which occurred on February 20, 2007 (the "Initial Closing").
In addition, subject to stockholder approval, the Company agreed to sell
approximately 2.0 million additional shares of Common Stock and Warrants
exercisable for up to approximately 1.5 million additional shares of Common
Stock for aggregate gross cash proceeds of approximately $3.1 million at a
second closing expected to occur after the Company's annual stockholder meeting
is expected to be held on May 10, 2007. The Common Stock sold pursuant to the
Purchase Agreement (the "Shares"), the Warrants and the shares of Common Stock
issuable upon exercise of the Warrants (the "Warrant Shares") will be restricted
securities as that term is defined in the Act.
Registration Rights Agreement. Pursuant to the Registration Rights
Agreement, the Company agreed to file with the Securities and Exchange
Commission a registration statement covering resales of the Shares and Warrant
Shares. The fees and expenses of such registration will be borne by the Company.
The Registration Rights Agreement includes customary indemnification provisions.
Warrants. The Warrant issued to each Investor is exercisable for up to 75%
of the number of shares of Common Stock purchased by such Investor pursuant to
the Purchase Agreement at an exercise price of $1.50 per share. The exercise
price and number of shares issuable upon exercise of the Warrants are subject to
adjustment in the event of stock dividends, stock splits, dilutive issuances and
other similar events. The Warrants have a term of five years, are be fully
exercisable from the date of issuance, and may be exercised on a cashless basis
under specified conditions.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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4.1 Purchase Agreement
4.2 Registration Rights Agreement
4.3 Form of Warrant to Purchase Common Stock
99.1 Press Release dated February 20, 2007
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 hereunto duly authorized.
Date: February 20, 2007 IBIS TECHNOLOGY CORPORATION
By: /s/ William J. Schmidt
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Name: William J. Schmidt
Title: Chief Financial Officer
Exhibit No. Description
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4.1 Purchase Agreement
4.2 Registration Rights Agreement
4.3 Form of Warrant to Purchase Common Stock
99.1 Press Release dated February 20, 2007