SEC Comment Letter for AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232) (ACLS) — Nov 10, 2008
AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232)
Date: Nov. 10, 2008 · CIK: 0001113232 · Accession: 0000000000-08-055948
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-30941
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 6010 November 10, 2008 VIA U.S. MAIL and FACSIMILE (978) 787-9027 Ms. Stephen G. Bassett Axcelis Technologies, Inc. Executive Vice President and Chief Financial Officer 108 Cherry Hill Drive Beverly, MA 01915 RE: Axcelis Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2007 Filed March 17, 2008 File No. 000-30941
Dear Mr. Bassett: We have reviewed your filing and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ents. Where indicated, we think you should revise a filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Stephen G. Bassett Axcelis Technologies, Inc. November 10, 2008 Page 2
Form 10-K Annual Report as of December 31, 2007
Note 9. Other Assets
1. Please tell us why you have not classified the cost and amortization of products manufactured for internal use as Property, Plant and Equipment. Form 10-Q Quarterly Report as of March 31, 2008
Form 10-Q Quarterly Report as of June 30, 2008 Consolidated Balance Sheets, page 4
2. Please tell us why the investment in SEN increased significantly at March 31, 2008 and decreased at June 30, 2008. Tell us where you have disclosed the reason for these changes in the equity investment and the related accounting treatment in your filings. Note 2 – Stock-based Compensation, page 7
3. Please tell us where you have provided th e disclosures required paragraphs A240- 241 of SFAS 123R.
Item 2. Management’s discussion and Analysis Liquidity and Capital Resources, page 18 4. Please revise future filings to clarify how you plan to meet the redemption of your convertible subordinated debt of $81 Million due on January 15, 2009.
Form 10-Q/A Quarterly Report as of March 31, 2008 5. We note that the certifications required to be filed with the report are incomplete. These only have the first 3 items. Pl ease amend your filing to provide the appropriate certifications . Refer to Item 601 of Regulation S-K.
Form 10-K/A Annual Report filed on September 29, 2008 6. We note that the amended filing does not c ontain the entire te xt of Item 15. Please amend your fining to include the en tire content of It em 15 of your annual report. Refer to Rule 12b-15 of the Exchange Act.
*****
Mr. Stephen G. Bassett Axcelis Technologies, Inc. November 10, 2008 Page 3 As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments. We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Jong Hwang at (202) 551-3327 if you have questions about these comments. In this regard, please do not hesitate to contact me at (202) 551-3676 with any other questions. Sincerely,
Brian Cascio Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 6010
November 10, 2008
VIA U.S. MAIL and FACSIMILE (978) 787-9027
Ms. Stephen G. Bassett Axcelis Technologies, Inc.
Executive Vice President and Chief Financial Officer
108 Cherry Hill Drive Beverly, MA 01915
RE: Axcelis Technologies, Inc.
Form 10-K for the fiscal year ended December 31, 2007
Filed March 17, 2008 File No. 000-30941
Dear Mr. Bassett:
We have reviewed your filing and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ents. Where indicated, we
think you should revise a filings in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Stephen G. Bassett
Axcelis Technologies, Inc.
November 10, 2008
Page 2
Form 10-K Annual Report as of December 31, 2007
Note 9. Other Assets
1. Please tell us why you have not classified the cost and amortization of products manufactured for internal use as Property, Plant and Equipment.
Form 10-Q Quarterly Report as of March 31, 2008
Form 10-Q Quarterly Report as of June 30, 2008
Consolidated Balance Sheets, page 4
2. Please tell us why the investment in SEN increased significantly at March 31,
2008 and decreased at June 30, 2008. Tell us where you have disclosed the reason
for these changes in the equity investment and the related accounting treatment in
your filings.
Note 2 – Stock-based Compensation, page 7
3. Please tell us where you have provided th e disclosures required paragraphs A240-
241 of SFAS 123R.
Item 2. Management’s discussion and Analysis
Liquidity and Capital Resources, page 18
4. Please revise future filings to clarify how you plan to meet the redemption of your
convertible subordinated debt of $81 Million due on January 15, 2009.
Form 10-Q/A Quarterly Report as of March 31, 2008
5. We note that the certifications required to be filed with the report are incomplete.
These only have the first 3 items. Pl ease amend your filing to provide the
appropriate certifications . Refer to Item 601 of Regulation S-K.
Form 10-K/A Annual Report filed on September 29, 2008
6. We note that the amended filing does not c ontain the entire te xt of Item 15.
Please amend your fining to include the en tire content of It em 15 of your annual
report. Refer to Rule 12b-15 of the Exchange Act.
*****
Mr. Stephen G. Bassett
Axcelis Technologies, Inc. November 10, 2008
Page 3
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover le tters greatly facilitate our re view. Please understand that
we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision. Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jong Hwang at (202) 551-3327 if you have questions about
these comments. In this regard, please do not hesitate to contact me at (202) 551-3676
with any other questions.
Sincerely,
Brian Cascio Accounting Branch Chief