AXCELIS TECHNOLOGIES INC — Capital/Financing Update 2010

May 27, 2010

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*

Date of Report (Date of earliest event reported): May 25, 2010

*Axcelis Technologies, Inc.*

(Exact name of registrant as specified in its charter)

Delaware	000-30941	34-1818596
(State or other
jurisdiction	(Commission	(IRS Employer
of
incorporation)	File Number)	Identification
No.)

| 108
Cherry Hill Drive, Beverly, Massachusetts | 01915 |
| --- | --- |
| (Address of
principal executive offices) | (Zip Code) |

Registrant’s telephone number, including area code: (978) 787-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-10975-1\task4134959\10975-1-ba.htm',USER='105933',CD='May 27 22:47 2010'

*Item 1.01 Entry into a Material Definitive Agreement.*

On May 25, 2010, the Company, our wholly-owned subsidiary Axcelis Technologies CCS Corporation, and Silicon Valley Bank agreed to a modification to our loan and security agreement addressing a financial covenant regarding our operating results. Pursuant to the modification, the financial covenant regarding maximum losses in our loan and security agreement will be as follows:

As of the last day of the respective fiscal quarter, Axcelis shall not suffer any loss on a consolidated basis in excess of: (i) $13 million for the fiscal quarter ending March 31, 2010; (ii) $24 million for the trailing six-month period ending June 30, 2010; (iii) $23.5 million for the trailing six-month period ending September 30, 2010; (iv) $13.5 million for the trailing six-month period ending December 31, 2010; and (v) $5 million for the trailing six-month period ending March 31, 2011 and each trailing six-month period ending on the last day of each fiscal quarter thereafter.

This description is qualified by reference to the First Loan Modification Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K.

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits

Exhibit No.	Description
10.1	First Loan Modification
Agreement entered into as of May 25, 2010 among the Company, Axcelis
Technologies CCS Corporation and Silicon Valley Bank. Filed herewith.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105933\10-10975-1\task4134959\10975-1-ba.htm',USER='105933',CD='May 27 22:47 2010'

*SIGNATURE*

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| Date:
May 25, 2010 | |
| --- | --- |
| By: | /s/
STEPHEN G. BASSETT |
| | Stephen
G. Bassett |
| | Executive
Vice President |
| | and
Chief Financial Officer |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105933\10-10975-1\task4134959\10975-1-ba.htm',USER='105933',CD='May 27 22:47 2010'