S-1/A
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s-1a.txt
AMENDMENT NO. 4 TO FORM S-1
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 2000
REGISTRATION NO. 333-36330
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AXCELIS TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3559 34-1818596
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
55 CHERRY HILL DRIVE
BEVERLY, MA 01915
(978) 232-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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BRIAN R. BACHMAN
AXCELIS TECHNOLOGIES, INC.
55 CHERRY HILL DRIVE
BEVERLY, MA 01915
(978) 232-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
MICHAEL C. MCLEAN J. ROBERT HORST JONATHAN JEWETT
KIRKPATRICK & LOCKHART LLP EATON CORPORATION SHEARMAN & STERLING
HENRY W. OLIVER BUILDING 1111 SUPERIOR AVENUE 599 LEXINGTON AVENUE
535 SMITHFIELD STREET CLEVELAND, OHIO 44114 NEW YORK, NEW YORK 10022
PITTSBURGH, PENNSYLVANIA 15222-2312
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission registration fee and the NASD
registration fee. We have agreed to pay these costs and expenses.
ITEM AMOUNT
---- ------
Securities and Exchange Commission registration fee......... $ 132,000
NASD registration fee....................................... 30,500
Nasdaq Stock Market application fee......................... 95,000
Blue Sky qualification fees and expenses.................... 9,500
Legal fees and expenses..................................... 1,000,000
Accounting fees and expenses................................ 750,000
Transfer agent and registrar fees........................... 20,000
Printing and engraving expenses............................. 600,000
Miscellaneous............................................... 363,000
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Total.................................................. $3,000,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Our Amended and Restated Certificate of Incorporation and Bylaws, as
amended, provide for the indemnification of officers and directors to the
fullest extent permitted by the General Corporation Law.
All of our directors and officers will be covered by insurance policies
maintained by us against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended. In addition, we have entered into indemnity agreements with our
directors and executive officers (a form of which is filed as Exhibit 10.2 to
this
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Registration Statement) that obligate us to indemnify such directors and
executive officers to the fullest extent permitted by the General Corporation
Law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
The following exhibits are filed as part of this registration statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Form of Underwriting Agreement (previously filed)
2.1 Master Separation and Distribution Agreement between Eaton
Corporation and the registrant (previously filed)
2.2 General Assignment and Assumption Agreement between Eaton
Corporation and the registrant (previously filed)
2.3 Trademark License Agreement between Eaton Corporation and
the registrant (previously filed)
2.4 Employee Matters Agreement between Eaton Corporation and the
registrant (previously filed)
2.5 Tax Sharing and Indemnification Agreement between Eaton
Corporation and the registrant (previously filed)
2.6 Transitional Services Agreement between Eaton Corporation
and the registrant (previously filed)
2.7 Real Estate Matters Agreement between Eaton Corporation and
the registrant (previously filed)
2.8 Indemnification and Insurance Matters Agreement between
Eaton Corporation and the registrant (previously filed)
2.9 Purchase and Sale Agreement dated December 29, 1995 by and
between Eaton Corporation and Eaton Semiconductor Equipment,
Inc. (previously filed)
2.10 Agreement and Plan of Merger dated as of June 30, 1997 among
Eaton Corporation, ETN Acquisition Corp., a wholly-owned
subsidiary of Eaton and Fusion Systems Corporation
(incorporated by reference to Exhibit 99.1 to the
Solicitation/Recommendation Statement filed on Schedule
14D-9 by Fusion Systems Corporation on July 7, 1997.)
3.1 Amended and Restated Certificate of Incorporation of the
registrant (previously filed)
3.2 Bylaws of the registrant, as amended (previously filed)
4.1 Specimen Stock Certificate (previously filed)
4.2 Rights Agreement between the registrant and the rights agent
named therein (previously filed)
5.1 Opinion of Kirkpatrick & Lockhart LLP (previously filed)
10.1 2000 Stock Plan (previously filed)
10.2 Form of Indemnification Agreement entered into by the
registrant with each of its directors and executive officers
(previously filed)
10.3 Form of Change in Control Agreement between the registrant
and certain of its executive officers (previously filed)
10.4 Employment Agreement between the registrant and Brian R.
Bachman (previously filed)
10.5 Employment Agreement between the registrant and Mary G. Puma
(previously filed)
10.6+ Organization Agreement dated December 3, 1982 between Eaton
Corporation and Sumitomo Heavy Industries, Ltd. relating to
Sumitomo Eaton Nova Corporation, as amended (previously
filed)
10.7+ Master License Agreement dated January 16, 1996 between
Eaton Corporation and Sumitomo Eaton Nova Corporation (filed
herewith)
21.1 Subsidiaries of the registrant (filed herewith)
23.1 Consent of Ernst & Young LLP (previously filed)
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.2 Consent of Kirkpatrick & Lockhart LLP (previously filed in
Exhibit 5.1)
23.3 Consent of Mary G. Puma (previously filed)
23.4 Consent of Ned C. Lautenbach (previously filed)
23.5 Consent of Philip S. Paul (previously filed)
23.6 Consent of Naoki Takahashi (previously filed)
23.7 Consent of Gary L. Tooker (previously filed)
24.1 Power of Attorney (previously filed)
27.1 Financial Data Schedule (previously filed)
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+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment filed by the Company with the Secretary of the
Commission on June 15, 2000. The omitted portions of this exhibit have been
separately filed with the Secretary of the Commission.
(b) Financial Statement Schedules.
Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation S-X, or
the information that would otherwise be included in such schedules in contained
is the registrant's financial statements or accompanying notes.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as the indemnification for liabilities arising under the Securities
Act of 1933 may be permitted as 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 payments 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.
The undersigned Registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and this offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland,
State of Ohio, on July 6, 2000.
AXCELIS TECHNOLOGIES, INC.
By: /s/ BRIAN R. BACHMAN
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Title: Vice Chairman and Chief
Executive Officer
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TITLE
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*BRIAN R. BACHMAN Vice Chairman, Chief Executive Officer and July 6, 2000
Director (Principal Executive Officer)
*KEVIN M. BISSON Vice President and Controller July 6, 2000
(Principal Financial and Accounting Officer)
*STEPHEN R. HARDIS Director, Chairman July 6, 2000
*ALEXANDER M. CUTLER Director July 6, 2000
*By: /s/ J. ROBERT HORST
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Pursuant to Power of Attorney
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Form of Underwriting Agreement (previously filed)
2.1 Master Separation and Distribution Agreement between Eaton
Corporation and the registrant (previously filed)
2.2 General Assignment and Assumption Agreement between Eaton
Corporation and the registrant (previously filed)
2.3 Trademark License Agreement between Eaton Corporation and
the registrant (previously filed)
2.4 Employee Matters Agreement between Eaton Corporation and the
registrant (previously filed)
2.5 Tax Sharing and Indemnification Agreement between Eaton
Corporation and the registrant (previously filed)
2.6 Transitional Services Agreement between Eaton Corporation
and the registrant (previously filed)
2.7 Real Estate Matters Agreement between Eaton Corporation and
the registrant (previously filed)
2.8 Indemnification and Insurance Matters Agreement between
Eaton Corporation and the registrant (previously filed)
2.9 Purchase and Sale Agreement dated December 29, 1995 by and
between Eaton Corporation and Eaton Semiconductor Equipment,
Inc. (previously filed)
2.10 Agreement and Plan of Merger dated as of June 30, 1997 among
Eaton Corporation, ETN Acquisition Corp., a wholly-owned
subsidiary of Eaton and Fusion Systems Corporation
(incorporated by reference to Exhibit 99.1 to the
Solicitation/Recommendation Statement filed on Schedule
14D-9 by Fusion Systems Corporation on July 7, 1997.)
3.1 Amended and Restated Certificate of Incorporation of the
registrant (previously filed)
3.2 Bylaws of the registrant, as amended (previously filed)
4.1 Specimen Stock Certificate (previously filed)
4.2 Rights Agreement between the registrant and the rights agent
named therein (previously filed)
5.1 Opinion of Kirkpatrick & Lockhart LLP (previously filed)
10.1 2000 Stock Plan (previously filed)
10.2 Form of Indemnification Agreement entered into by the
registrant with each of its directors and executive officers
(previously filed)
10.3 Form of Change in Control Agreement between the registrant
and certain of its executive officers (previously filed)
10.4 Employment Agreement between the registrant and Brian R.
Bachman (previously filed)
10.5 Employment Agreement between the registrant and Mary G. Puma
(previously filed)
10.6+ Organization Agreement dated December 3, 1982 between Eaton
Corporation and Sumitomo Heavy Industries, Ltd. relating to
Sumitomo Eaton Nova Corporation, as amended (previously
filed)
10.7+ Master License Agreement dated January 16, 1996 between
Eaton Corporation and Sumitomo Eaton Nova Corporation (filed
herewith)
21.1 Subsidiaries of the registrant (filed herewith)
23.1 Consent of Ernst & Young LLP (previously filed)
23.2 Consent of Kirkpatrick & Lockhart LLP (previously filed in
Exhibit 5.1)
23.3 Consent of Mary G. Puma (previously filed)
23.4 Consent of Ned C. Lautenbach (previously filed)
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.5 Consent of Philip S. Paul (previously filed)
23.6 Consent of Naoki Takahashi (previously filed)
23.7 Consent of Gary L. Tooker (previously filed)
24.1 Power of Attorney (previously filed)
27.1 Financial Data Schedule (previously filed)
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+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment filed by the Company with the Secretary of the
Commission on June 15, 2000. The omitted portions of this exhibit have been
separately filed with the Secretary of the Commission.