Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated May 21, 2002 Registration No. 333-85214
[AXCELIS logo]
Axcelis Technologies, Inc.
$125,000,000 Principal Amount of
4 1/4% Convertible Subordinated Notes Due January 15, 2007
6,250,000 Shares of Common Stock
We previously issued the notes in a private placement in January 2002.
This prospectus supplement, together with the prospectus dated May 21, 2002,
will be used by selling securityholders to resell their notes and the shares of
our common stock issuable upon conversion of their notes.
A copy of the prospectus dated May 21, 2002 should be delivered to you
together with this prospectus supplement. In deciding whether to invest, you
should carefully review the information in the prospectus and this prospectus
supplement.
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Investing in the notes and shares of our common stock involves a high
degree of risk. You should carefully read and consider the "Risk Factors"
beginning on page 5 of the prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is June 12, 2002.
Axcelis Technologies, Inc. o 55 Cherry Hill Drive, Beverly,
Massachusetts 01915 o (978) 787-4000
SELLING SECURITYHOLDERS
The information in the following table supersedes in part the
information in the table appearing under the heading "Selling Securityholders"
in the prospectus:
Number of Shares of Number of Shares
Principal Amount of Notes Percentage Common Stock Issuable of Common Stock
Beneficially Owned That of Notes Upon Conversion That Beneficially Owned
Name (1) May be Sold Outstanding May be Sold (2) After Offering(3)
-------- ----------- ----------- --------------- -----------------
Alexandra Global Investment Fund
1, LTD ........................... $4,000,000 3.2 200,000 0
Alpine Associates (4) ............ $8,150,000 6.5 407,500 0
Alpine Partners, L.P. (5) ........ $1,100,000 * 55,000 0
CALAMOS Market Neutral Fund -
CALAMOS Investment Trust ......... $5,200,000 4.2 260,000 0
Consulting Group Capital Markets
Funds ............................ $ 300,000 * 15,000 0
RAM Trading Inc. ................. $3,500,000 2.8 175,000 0
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* Less than 1%.
(1) Individuals and entities who receive shares of common stock covered by this
prospectus from a selling securityholder as a gift or in connection with a
pledge may sell up to 500 of those shares using this prospectus.
(2) Assumes conversion of the full amount of the notes held by the selling
securityholder at the initial rate of approximately 50 shares of common
stock per $1,000 in principal amount of the notes. The conversion rate and
the number of shares of common stock issuable upon conversion of the notes
may adjust under circumstances described under "Description of Notes -
Conversion of Notes" in the prospectus. Accordingly, the number of shares
of common stock issuable upon conversion of the notes may increase or
decrease from time to time.
(3) Includes shares of common stock issuable upon conversion of the notes
beneficially owned by the selling securityholder. Assumes that the selling
securityholder has sold all the shares of common stock shown as being
issuable upon the assumed conversion of the notes listed next to its name
and represents additional shares of common stock beneficially owned before
the offering.
(4) Represents an additional $1,800,000 principal amount of the notes acquired
after May 21, 2002.
(5) Represents an additional $200,000 principal amount of the notes acquired
after May 21, 2002.
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