SEC Form S-8 filed by Axcelis Technologies Inc.

As filed with the Securities and Exchange Commission on May 29, 2025

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)

108 Cherry Hill Drive, Beverly, Massachusetts 01915 

(Address of Principal Executive Offices and Zip Code)

2012 EQUITY INCENTIVE PLAN 

(Full title of the plan)

Eileen J. Evans 

Axcelis Technologies, Inc. 

108 Cherry Hill Drive 

Beverly, Massachusetts 01915 

(978) 787-4000 

(Name, address and telephone number of agent for service)

with copies to:

Megan N. Gates 

Sarah C. Griffiths 

Covington & Burling LLP 

One International Place, Suite 1020 

Boston, Massachusetts 02110 

(617) 603-8800

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 the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. ¨

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 (the “Common Stock”), registered for issuance under its 2012 Equity Incentive Plan by 3,000,000 shares. Pursuant to General 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 relating to the registration of 3,800,000 shares of Common Stock authorized for issuance under the 2012 Equity Incentive Plan. The Registrant also incorporates by reference the Registration Statements on Forms S-8 (Commission File Nos. 333-188967, 333-196157, 333-204544, 333-211673, 333-218225, and 333-231634) with the Commission relating to the registration of 3,250,000, 1,500,000, 2,500,000, 4,000,000, 1,000,000 and 3,000,000 shares of Common Stock for issuance under the 2012 Equity Incentive Plan on May 31, 2013, May 22, 2014, May 29, 2015, May 27, 2016, May 25, 2017, and May 21, 2019, respectively.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Registrant with the Commission, are incorporated by reference herein and shall be deemed to be a part hereof:

In addition, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates all securities offered hereunder have been sold or deregisters all securities then remaining unsold, all reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that no information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K shall be incorporated by reference except to the extent specified in such Current Report on Form 8-K.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document that also is incorporated or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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 City of Beverly, Massachusetts, on the 29^th day of May, 2025.

POWER OF ATTORNEY

We, the undersigned officers and directors of Axcelis Technologies, Inc., hereby severally constitute and appoint Russell J. Low, James G. Coogan, and Eileen J. Evans, 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 3,000,000 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.

EXHIBIT INDEX

* 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.