Securities Registration: Employee Benefit Plan (s-8)
May 29 2020 - 12:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 29, 2020
REGISTRATION NO. 333
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AXCELIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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34-1818596
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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108 Cherry Hill Drive, Beverly, Massachusetts
01915
(Address of Principal Executive Offices
and Zip Code)
AXCELIS TECHNOLOGIES, INC.
2020 EMPLOYEE STOCK PURCHASE
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, including
area code, of agent for service)
with copies to:
MEGAN N. GATES
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate
by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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Common Stock, $.001 par value
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1,000,000 shares
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$26.38
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$26,380,000
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$3,424.12
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(1)
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The number of shares of common stock, par value $.001 per share (“Common Stock”),
stated above consists of the aggregate number of shares which may be issued under the Axcelis Technologies, Inc. 2020
Employee Stock Purchase Plan (the “Plan”). The maximum number of shares which may be issued pursuant to the Plan
is subject to adjustment in accordance with certain stock splits, stock dividends, and other provisions of the Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this
registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may
be issuable after the operation of any such stock splits, stock dividends, and other provisions.
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(2)
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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 26, 2020.
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EXPLANATORY NOTE
In accordance with
the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the
Plan. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by
this Registration Statement as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant
with the Commission are incorporated herein by reference:
All reports and other
documents filed by the Registrant with the Commission after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such
reports and documents (the “Incorporated Documents”).
Any statement contained
herein or in any Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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None.
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Item 6.
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Indemnification of Directors and Officers.
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Incorporated by reference
from the Registrant’s Restated Certificate of Incorporation, as adopted November 2, 2017 and filed with the Commission on
November 3, 2017 and the Registrant’s Bylaws, as amended as of May 13, 2014 and filed with the Commission on Form 8-K on
May 19, 2014.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
The following exhibits
are filed as a part of or incorporated by reference into this Registration Statement:
Exhibit
Number
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Exhibit Description
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4.1
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Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q, File No. 000-30941, filed with the Commission on November 3, 2017).
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4.2
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Bylaws of the Registrant, as amended as of May 13, 2014 (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K, File No. 000-30941, filed with the Commission on May 19, 2014).
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5.1*
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered.
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23.1*
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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23.2*
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Consent of Ernst & Young LLP.
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24.1*
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Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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99.1*
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Axcelis Technologies, Inc.
2020 Employee Stock Purchase Plan, adopted by the stockholders on May 19, 2020.
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*
Filed herewith.
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(a)
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The undersigned Registrant hereby undertakes:
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(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The
Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 City of Beverly, Massachusetts on
the 29th day of May, 2020.
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AXCELIS TECHNOLOGIES, INC.
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By:
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/s/ Mary G. Puma
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Mary G. Puma, Chief Executive Officer and President
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POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Mary G. Puma, Kevin J. Brewer, and Lynnette C. Fallon, and each of them singly, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him
or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of AXCELIS TECHNOLOGIES, INC.,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Mary G. Puma
Mary G. Puma
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Chief Executive Officer and President (principal executive officer) and Director
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May 29, 2020
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/s/ Kevin J. Brewer
Kevin J. Brewer
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Executive Vice President and Chief Financial Officer (principal accounting and financial officer)
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May 29, 2020
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Tzu-Yin Chiu
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Director
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May 29, 2020
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/s/ Richard J. Faubert
Richard J. Faubert
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Director
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May 29, 2020
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/s/ R. John Fletcher
R. John Fletcher
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Director
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May 29, 2020
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/s/ Arthur L. George, Jr.
Arthur L. George, Jr.
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Director
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May 29, 2020
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/s/ Joseph P. Keithley
Joseph P. Keithley
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Director
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May 29, 2020
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/s/ John T. Kurtzweil
John T. Kurtzweil
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Director
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May 29, 2020
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/s/ Thomas St. Dennis
Thomas St. Dennis
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Director
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May 29, 2020
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/s/ Jorge Titinger
Jorge Titinger
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Director
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May 29, 2020
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