SEC Comment Letter for AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232) (ACLS) — Feb 26, 2009
AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232)
Date: Feb. 26, 2009 · CIK: 0001113232 · Accession: 0000000000-09-010217
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 M a i l S t o p 3 0 3 0 February 26, 2009 Ms. Lynette Fallon Axcelis Technologies, Inc. Secretary and General Counsel 108 Cherry Hill Drive Beverly, MA 01915 Re: Axcelis Technologies, Inc. Preliminary Proxy Statement on Schedule 14A Filed February 20, 2009 File No. 000-30941
Dear Ms. Fallon:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, 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. 1. We note that comments remain outstanding regarding your annual report on Form 10-K for the fiscal-year ended December 31, 2007 and related filings. Please tell us whether you plan to print a nd distribute your proxy statement and accompanying material to your shareholders before you resolve those comments and, if so, tell us how you plan to co mmunicate any changes to your disclosure that occur between the time you prin t your proxy statement and accompanying material and the time that the comments are resolved.
Lynette Fallon Axcelis Technologies, Inc. February 26, 2009 Page 2 * * * * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d 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 invest ment decision. Since the company and its management are in possession of all facts re lating 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities 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 Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3617 with any questions.
S i n c e r e l y ,
Russell Mancuso B r a n c h C h i e f cc (via fax): Matthew C. Dallett—Edw ards, Angell, Palmer & Dodge LLP
Lynette Fallon Axcelis Technologies, Inc. February 26, 2009 Page 3
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
M a i l S t o p 3 0 3 0
February 26, 2009
Ms. Lynette Fallon Axcelis Technologies, Inc. Secretary and General Counsel 108 Cherry Hill Drive Beverly, MA 01915
Re: Axcelis Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A Filed February 20, 2009
File No. 000-30941
Dear Ms. Fallon:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, 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.
1. We note that comments remain outstanding regarding your annual report on Form
10-K for the fiscal-year ended December 31, 2007 and related filings. Please tell
us whether you plan to print a nd distribute your proxy statement and
accompanying material to your shareholders before you resolve those comments and, if so, tell us how you plan to co mmunicate any changes to your disclosure
that occur between the time you prin t your proxy statement and accompanying
material and the time that the comments are resolved.
Lynette Fallon
Axcelis Technologies, Inc.
February 26, 2009 Page 2
* * * * * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d 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 invest ment decision. Since the company and its
management are in possession of all facts re lating 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3617
with any questions.
S i n c e r e l y ,
Russell Mancuso B r a n c h C h i e f
cc (via fax): Matthew C. Dallett—Edw ards, Angell, Palmer & Dodge LLP
Lynette Fallon
Axcelis Technologies, Inc. February 26, 2009 Page 3