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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K (Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 000-30941
AXCELIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
55 Cherry Hill Drive
(978) 787-4000
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act). Yes [X] No [ ].
Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 30, 2002: $1,107,390,847
Number of shares outstanding of the registrant's Common Stock, $0.001 par value,
as of March 25, 2003: 98,395,258
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive Proxy Statement for Axcelis Technologies, Inc.'s Annual
Meeting of Stockholders to be held on June 26, 2003 are incorporated by
reference into Part III of this Form 10-K.
AMENDMENT NO. 1
EXPLANTORY NOTE
We are filing this amendment to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, originally filed with the Securities and Exchange Commission
on March 28, 2003, solely for the purpose of complying with Regulation S-X, Rule 3-09.
Rule 3-09 requires that Form 10-K, but not the annual shareholders' report, contain
separate financial statements for unconsolidated subsidiaries and investees accounted
for by the equity method when such entities are individually significant. We have determined that our 50% owned joint venture with Sumitomo Heavy Industries, Ltd.,
known as Sumitomo Eaton Nova Corporation ("SEN"), which is not consolidated in the Axcelis
Technologies, Inc. financial statements (and is accounted for under the equity method) was
significant under Rule 3-09 in relationship to the Axcelis Technologies, Inc. financial
results for the year ended December 31, 2002. Since SEN's fiscal year ended after the
date of the filing of our Form 10-K, Rule 3-09 provides that the SEN financial statements
may be filed as an amendment to our Form 10-K within 90 days after the end of SEN's fiscal
year ended March 31, 2003. Therefore, this Form 10-K/A amends the following portions of the Axcelis Technologies
Form 10-K filed on March 28, 2003: - Item 8 is being amended by submitting the financial
statements of SEN for the fiscal years ended March 31, 2003, 2002 and 2001 (the "SEN
Financial Statements") as a separate section of this report immediately following Item 15; - Item 15 is being amended to: - include the list of the SEN Financial
statements being filed herewith as required by Item 15(a); and - add to the list of exhibits and exhibits
filed in accordance with Item 601 of Regulation S-K an Exhibit 23.2, Consent of Ernst & Young -
Independent Auditors relating to the SEN Financial Statements, as required by Item 15(c). As required by Rule 3-09, we will determine with respect to each future fiscal year, whether
SEN has been significant with respect to Axcelis' financial results for such year, and file SEN
financial statements as necessary to comply with Rule 3-09. Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of the Company's Form 10-K, as originally filed on March
28, 2003, and as amended by this form 10-K/A: (1)(A) Financial Statements of Axcelis Technologies, Inc.:
Report of Ernst & Young LLP - Independent Auditors
Consolidated Statements of Operations-For the fiscal years ended December 31, 2002,
2001 and 2000
Consolidated Balance Sheets-December 31, 2002 and 2001
Consolidated Statements of Stockholders' Equity-For the fiscal years ended December 31,
2002, 2001 and 2000
Consolidated Statements of Cash Flows-For the fiscal years ended December 31, 2002,
2001 and 2000
Notes to Consolidated Financial Statements
(1)(B) Financial Statements of Sumitomo Eaton Nova Corporation:
Report of Ernst & Young - Independent Auditors
Consolidated Statements of Operations-For the fiscal years ended March 31, 2003,
2002 and 2001
Consolidated Balance Sheets-March 31, 2003 and 2002
Consolidated Statements of Cash Flows-For the fiscal years ended March 31, 2003,
2002 and 2001
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
 
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended December 31,
2002, 2001 and 2000
  All other schedules for which provision is made in the applicable regulation of the Securities
and Exchange Commission are not required under the related instructions or are inapplicable,
and therefore have been omitted. (b) Reports on Form 8-K A Current Report on Form 8-K dated December 11, 2002, was filed with the Securities
and Exchange Commission on December 12, 2002, and amended by a Form 8-K/A filed on
December 13, 2002. These filings relate to our pending patent infringement litigation.
No other reports on Form 8-K were filed by the Company during the quarter ended December
31, 2002. (c) Exhibits The exhibits filed as part of this Form 10-K are listed on the Exhibit
Index immediately preceding such Exhibits, which Exhibit Index is incorporated herein
by reference. (d) Financial Statement Schedules The response to this portion of Item 15 is submitted as a separate section of this
report. Report of Ernst & Young, Independent Auditors
The Board of Directors
We have audited the accompanying consolidated balance sheets of Sumitomo Eaton Nova Corporation
(the "Company") as of March 31, 2003 and 2002, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three years
in the period ended March 31, 2003, all expressed in Japanese yen. Our audits also included
the translation of these statements as of and for the year ended March 31, 2003 into U.S.
dollars on the basis described in Note 1. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion. In our opinion, the financial statements referred to above expressed in Japanese yen present
fairly, in all material respects, the consolidated financial position of Sumitomo Eaton Nova Corporation
at March 31, 2003 and 2002, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended March 31, 2003, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion,
the financial statements expressed in U.S. dollars as of and for the year ended March 31, 2002, when
considered in relation to the basic financial statements taken as a whole, have been properly translated
on the basis described in Note 1. /s/ ERNST & YOUNG Tokyo, Japan Sumitomo Eaton Nova Corporation.
See accompanying Notes to Consolidated Financial Statements Sumitomo Eaton Nova Corporation
See accompanying Notes to Consolidated Financial Statements. Sumitomo Eaton Nova Corporation
See accompanying Notes to Consolidated Financial Statements. Sumitomo Eaton Nova Corporation
See accompanying Notes to Consolidated Financial Statements Sumitomo Eaton Nova Corporation Note 1. Nature of Business and Significant Accounting Policies
General Sumitomo Eaton Nova Corporation (the "Company") was established on April 1, 1983
under the Commercial Code of Japan. The Company is owned equally by Sumitomo Heavy
Industries, Ltd. ("SHI"), a Japanese corporation, and Axcelis Technologies, Inc.
("Axcelis"), a U.S. corporation. The Company designs, manufactures, sells and repairs
ion implantation equipment and semiconductor equipment primarily for Japanese
semiconductor manufacturing customers under a license agreement with Axcelis. The Company and its subsidiary maintain their records and prepare their
financial statements in accordance with accounting principles generally accepted
in Japan. Certain adjustments and reclassifications have been incorporated in the
accompanying consolidated financial statements to conform with accounting principles
generally accepted in the United States of America. These adjustments were not
recorded in the statutory books of account. Basis of Financial Statements The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All significant intercompany balances and transactions
are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with generally
accepted accounting principles in the United States of America requires management
to make certain estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the
reporting period. The actual results could differ from those estimates. Foreign Currency The Company's functional currency is the Japanese yen. Transaction gains
and losses, which arise from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency, are included in the results of
operations as incurred. Transaction gains and losses in each of the years in the
three year period ended March 31, 2003 were not material. The accompanying consolidated financial statements expressed in U.S. dollars have
been prepared for use in conjunction with the preparation of the consolidated financial
statements of Axcelis and have been translated into U.S. dollars in accordance with
Statement of Financial Accounting Standards No. 52, Foreign Currency Translation.
Assets and liabilities are translated using the exchange rate in effect at year-end.
Statement of income items are translated using the average rates for the year. The
effects of these translation adjustments are accumulated and included in accumulated
other comprehensive loss, a separate component of shareholders' equity. Cash Equivalents All highly liquid investments with a maturity of three months or less when
purchased are considered to be cash equivalents. Inventories Inventories are stated at the lower of cost or market, cost being
determined by the average method. Long-Lived Assets Property, plant and equipment is stated on the basis of cost. Depreciation
is computed by the declining-balance method over the estimated useful lives of the
respective assets (buildings 6 to 40 years; machinery 4 to 13 years; and furniture,
fixtures and automobiles 2 to 20 years) except for buildings purchased after April 1,
1998, which are depreciated on the straight-line basis over 31 years. Long-lived assets are reviewed for impairment losses whenever events or changes in
circumstances indicate the carrying amount may not be recoverable. The asset would
be considered impaired when the future net undiscounted cash flows generated by the
asset are less than its carrying value. An impairment loss would be recognized based
on the amount by which the carrying value of the asset exceeds its fair value. Accumulated Other Comprehensive Income At March 31, 2003, accumulated other comprehensive loss was comprised of an
accumulated foreign currency translation adjustment of ¥0 (U.S.$9,412 thousand) and
the minimum pension liability of ¥10,356 thousand (U.S.$8 thousand). Prior to April 1, 2002, the accumulated other comprehensive loss was comprised
entirely of a foreign currency translation adjustment. Concentration of Credit Risk Financial instruments, which potentially expose the Company to concentrations
of credit risk, consist primarily of trade notes and accounts receivable. These
financial instruments are carried at cost less an allowance for doubtful accounts,
which approximates fair value. Substantially all of the Company's notes and accounts
receivable are due from companies in the semiconductor industry located in Japan.
The Company performs ongoing credit evaluations of its customers' financial condition
and provides an allowance for specific doubtful notes and accounts receivable and
generally does not require collateral to secure the notes and accounts receivable. For the year ended March 31, 2001, three customers accounted for net sales of
approximately 31%, 19% and 18%. For the year ended March 31, 2002, one customer
accounted for net sales of 22%. Three customers accounted for net sales of 15%,
13% and 11% for the year ended March 31, 2003. At March 31, 2002 and 2003 accounts receivables from one customer approximated
20% and 22% of consolidated trade receivables, respectively. Revenue Recognition The Company recognizes sales at the later of the time of shipment to the
customer or the transfer of risk of ownership (which is generally upon customer
inspection for machinery sales to domestic customers). Management believes the
customer's post delivery acceptance provisions and the installation process have
been established to be routine, commercially inconsequential and perfunctory because
the process is a replication of the pre-shipment procedures. The majority of the
Company's systems are designed and tailored to meet the customer's specifications as
outlined in the contract between the customer and the Company. To ensure that the
customer's specifications are satisfied, per contract terms, the systems are tested
at the Company's facilities prior to shipment, normally with the customer present,
under conditions that substantially replicate the customer's production environment
and the customer's criteria are confirmed to have been met. The Company has never
failed to successfully complete a system installation. Should an installation not
be successfully completed, the contractual provisions do not provide for forfeiture,
refund or other purchase price concession beyond those prescribed by Japanese Law
applicable generally to such transactions. The Company has a demonstrated history
of customer acceptance subsequent to shipment and installation of these systems.
Service revenues are generated from maintenance contracts. Shipping and Handling Costs Research and Development Costs Research and development costs are expensed in the year in which such costs are
incurred, except for costs relating to equipment that is acquired or constructed for
research and development activities and have alternative future uses. Net amounts
capitalized relating to equipment that is used in research and development activities
and has alternative future uses amounted to ¥73,758 thousand and is included in
property, plant and equipment on the consolidated balance sheet at March 31, 2002.
No amounts were capitalized relating to research and development activities for the
year ended March 31, 2003. Research and development expense for the years ended
March 31, 2001, 2002 and 2003 was ¥2,088,263 thousand, ¥2,074,594 thousand and
¥2,558,337 thousand (U.S.$20,975 thousand), respectively. Retirement Benfits The cost of retirement benefits for seconded employees is incurred by and
reimbursed to SHI. The provision for accrued employees' retirement benefits
represents the cost for employees who have been employed directly by the
Company (see Note 9). Recent Accounting Pronouncements In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Interest Guarantees of
Indebtedness of Others" (the "Interpretation"). The Interpretation requires
certain guarantees to be recognized as a liability on the consolidated balance
sheet. The liability shall be measured initially at the fair value of the
obligation for which the guarantee supports. The Interpretation's initial
recognition and initial measurement provisions are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. The Interpretation's
disclosure requirements are effective for financial statements of interim or annual
periods ending after December 15, 2002. The Company has included the new disclosure
requirements in the Notes to the Consolidated Financial Statements (see Note 5). In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which is required to be adopted for years beginning after June 15,
2002. Under SFAS No. 143, a liability for an asset retirement obligation is
recognized in the period in which it is incurred and is initially measured at fair
value. The Company will adopt the new rules on asset retirement obligations effective
April 1, 2003. Due to the long-term leasing arrangements of certain buildings, the
expected impact of adoption of SFAS No. 143 on the Company's financial position or
results of operations has not yet been determined. Note 2. Trade Receivable The components of trade receivable follow: Note 3. Inventories The components of inventories follow: Note 4. Property, Plant & Equipment, Net The components of property, plant and equipment, net follow: Note 5. Product Warranty The Company offers a one year warranty for all of its products, the
terms and conditions of which vary depending upon the product sold. The
Company estimates the costs that may be incurred under its warranty and records
a liability in the amount of such costs at the time product revenue is recognized.
Factors that affect the Company's warranty include the number of installed units,
historical and anticipated product failure rates, material usage and service
labor costs. The Company periodically assesses the adequacy of its recorded
warranty and adjusts the amount as necessary. Changes in the Company's product warranty (included in income taxes payable
and other current liabilities on the consolidated balance sheets) for the year
ended March 31, 2003 are as follows: Note 6. Transactions with Affiliates Transactions with affiliates for the years ended March 31, 2001, 2002
and 2003 were as follows (transactions with Axcelis denote transactions
with Axcelis or, for periods prior to June 30, 2000, Eaton Corporation, Axcelis'
predecessor): Balances due from and to affiliates at March 31, 2002 and 2003 were as follows: Pension funding for the seconded employees (employees on temporary assignment)
is provided through a plan administered by SHI. Under this arrangement, the Company
is billed monthly for the pension costs attributable to those individuals. Under the
terms of the pension agreement with SHI, no additional costs related to earned
benefits are to be borne by the Company. Pension contributions paid to SHI for the
years ended March 31, 2001, 2002 and 2003 were ¥127,171 thousand, ¥153,469 thousand
and ¥155,201 thousand (U.S.$1,272 thousand), respectively. Note 7. Financing Arrangements Short-Term Debt Short-term debt consisted of bank overdrafts amounting to ¥800,000 thousand
at March 31, 2002 at interest rates ranging from 0.4270% to 0.5650%.. Leases Rental expenses for equipment, land and office space for the years ended
March 31, 2001, 2002 and 2003 amounted to ¥315,936 thousand, ¥300,612 thousand
and ¥331,178 thousand (U.S.$2,715 thousand), respectively. Future minimum
noncancelable rental commitments at March 31, 2003 under operating leases are
as follows: Note 8. Income taxes Income taxes include corporation, enterprise, and inhabitants' taxes which,
in the aggregate, resulted in statutory tax rates of approximately 41.74% in each
of the three years 2001, 2002 and 2003. The difference between income tax expense
and the amount computed by applying the statutory income tax rates to income before
income taxes is summarized as follows: In March 2003, the Japanese government enacted a tax law change that will
result in a decrease in the aggregate statutory tax rate for the Company's
fiscal year beginning on April 1, 2004. The effect of this change on the Company's
2003 income tax expense is included in the above table as the change in statutory tax rate. Deferred income taxes reflect the net tax effect of the temporary differences
between the amounts of the assets and liabilities recorded for financial and
income tax purposes. Significant components of the Company's deferred tax assets
as of March 31, 2002 and 2003 were as follows:
: Note 9. Employees' and Directors' Retirement Benefits The Company has a defined benefit pension plan that covers substantially all
employees. Benefits under the plan are based on the employees' compensation
as of the date of retirement and years of service. The Company's policy is
to fund amounts which are actuarially determined to provide the plans with
sufficient assets to meet future benefit payment requirements. Assets of the
plan are invested in equity securities, debt securities, money market
instruments, and insured products. The Company also provides certain defined benefits to its statutory auditors
and directors who are not statutory auditors, directors or employees of SHI,
Axcelis or one of their affiliates. Their benefits are based on years of service,
compensation at retirement and position. This plan is unfunded. The reconciliation of beginning and ending balances of the projected benefit
obligation and plan assets, and the funded status of the Company's plans are as follows:
: The components of net pension expense of the Company's plans for the years ended
March 31, 2003, 2002 and 2001 were as follows: The aggregate accumulated benefit obligation of this plan was as follows: The discount rates and weighted average rates of increases in future salary
levels used in determining the actuarial present value of the projected benefit
obligation and the expected long-term rates of return on plan assets for the years
ended March 31, 2001, 2002 and 2003 were as follows: Note 10. Shareholders' Equity On October 1, 2001, an amendment ("Amendment") to the Commercial Code of
Japan ("Code") became effective. The Amendment eliminates the stated par value
of the Company's outstanding shares which results in all outstanding shares having
no par value as of October 1, 2001. The Amendment also provides that share issuances
after September 30, 2001 will be of shares with no par value. Before the Amendment,
the Company's shares had a par value of ¥50 per share. The Code provides that an amount equal to at least 10% of the amount to be
disbursed as a distribution of earnings be appropriated to the legal reserve
until the total of such reserve and the additional paid-in capital account equals
25% of the common stock account. The Codes also provides to the extent that the
sum of additional paid-in capital account and the legal reserve account exceed 25%
of the common stock account then the amount of the excess (if any) is available for
appropriations by resolution of the shareholders. Retained earnings available for dividends under the Code are based on the amount
presented in the Company's non-consolidated financial statements, which are prepared
in accordance with accounting principles and practices generally accepted in Japan.
Under the Code, the amount of retained earnings available for dividends as of March
31, 2003 amounted to ¥19,060 thousand (U.S.$159 thousand). Note 11. Financial Instruments The total carrying amount reported in the balance sheets for financial instruments,
cash and cash equivalents, notes and accounts receivables, short-term debt, notes and
accounts payables approximates their respective fair value. Note 12. Supplemental Balance Sheet Information Changes in allowance for doubtful accounts:
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CERTIFICATION 1. I have reviewed this annual report on Form 10-K/A of Axcelis Technologies,
Inc.; 2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report. 4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this annual report
is being prepared b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 30, 2003
Beverly, Massachusetts 01915
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Common Stock, $0.001 par value
Preferred Share Purchase Rights
April 25, 2003
Consolidated Statements of Income
Year ended
Years Ended March 31,
March 31,
2001
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
31,085,155
¥
18,047,259
¥
17,860,545
$
146,431
16,271,032
10,832,128
10,320,596
84,613
14,814,123
7,215,131
7,539,949
61,818
5,138,400
4,793,246
4,587,471
37,611
9,675,723
2,421,885
2,952,478
24,207
(41,311
)
(23,771
)
(949
)
(8
)
(143,214
)
118,945
(12,039
)
(99
)
9,491,198
2,517,059
2,939,490
24,100
4,239,293
666,674
1,342,811
11,009
(301,698
)
367,311
(129,316
)
(1,060
)
3,937,595
1,033,985
1,213,495
9,949
¥
5,553,603
¥
1,483,074
¥
1,725,995
$
14,151
Consolidated Balance Sheets
March 31,
March 31,
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
489,483
¥
3,043,118
$
25,317
8,911,312
9,050,300
75,294
65,115
55,932
465
3,555,001
3,849,217
32,023
196,401
335,030
2,788
13,217,312
16,333,597
135,887
4,528,828
3,609,819
30,032
300,038
454,219
3,779
¥
18,046,178
¥
20,397,635
$
169,698
¥
800,000
¥
$
766,468
966,586
8,041
895,605
1,915,691
15,938
1,662,073
2,882,277
23,979
1,779,793
1,268,548
10,554
595,440
1,429,582
11,893
4,837,306
5,580,407
46,426
95,760
108,477
902
600,000
600,000
2,511
12,513,112
14,119,107
124,846
(10,356
)
(4,987
)
13,113,112
14,708,751
122,370
¥
18,046,178
¥
20,397,635
$
169,698
Consolidated Statements of Shareholders' Equity
Accumulated
Retained
other
Capital
earnings
comprehensive
stock
(Note 10)
loss
Total
(Thousands of yen)
¥
600,000
¥
5,656,435
¥
¥
6,256,435
5,553,603
5,553,603
(60,000
)
(60,000
)
600,000
11,150,038
11,750,038
1,483,074
1,483,074
(120,000
)
(120,000
)
600,000
12,513,112
13,113,112
1,725,995
1,725,995
(10,356
)
(10,356
)
1,715,639
(120,000
)
(120,000
)
¥
600,000
¥
14,119,107
¥
(10,356
)
¥
14,708,751
Accumulated
Retained
other
Capital
earnings
comprehensive
stock
(Note 10)
loss
Total
(U.S. dollars in thousands)
$
2,511
$
111,719
$
(14,313
)
$
99,917
14,151
14,151
(86
)
(86)
9,412
)
9,412
23,477
(1,024
)
(1,024)
$
2,511
$
124,846
$
(4,987
)
$
122,370
Consolidated Statements of Cash Flows
Year ended
Years Ended March 31,
March 31,
2001
2002
2003
Year ended
(Thousands of yen)
(U.S. dollars
in thousands)
¥
5,553,603
¥
1,483,074
¥
1,725,995
$
14,151
970,662
999,174
963,207
7,897
(301,698
)
367,311
(136,349
)
(1,118
)
(7,072,234
)
6,869,172
(138,988
)
(1,140
)
(246,223
)
340,248
9,183
75
(1,696,284
)
3,264,224
(294,216
)
(2,412
)
2,166,798
(4,412,363
)
1,220,204
10,004
727,031
(617,062
)
(511,245
)
(4,191
)
3,532,557
(3,924,864
)
875,472
7,178
421,587
(361,788
)
(47,044
)
(386
)
4,055,799
4,077,126
3,666,219
30,058
(1,193,906
)
(979,922
)
(204,247
)
(1,675
)
(19,115
)
4,741
11,663
96
(1,213,021
)
(975,181
)
(192,584
)
(1,579
)
(2,656,000
)
(3,400,000
)
(800,000
)
(6,559
)
(60,000
)
(120,000
)
(120,000
)
(1,024
)
(8,750
)
(5,358
)
(2,724,750
)
(3,525,358
)
(920,000
)
(7,583
)
691
118,028
(493,413
)
2,553,635
21,587
864,868
982,896
489,483
3,730
¥
982,896
¥
489,483
¥
3,043,118
$
25,317
¥
40,754
¥
23,660
¥
949
$
8
¥
639,785
¥
4,585,607
¥
467,339
$
3,830
Notes to Consolidated Financial Statements
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
73,914
¥
75,826
$
631
8,861,356
8,984,106
74,743
8,935,270
9,059,932
75,374
(23,958
)
(9,632
)
(80
)
¥
8,911,312
¥
9,050,300
$
75,294
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
1,987,220
¥
2,373,795
$
19,748
1,567,781
1,475,422
12,275
¥
3,555,001
¥
3,849,217
$
32,023
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
299,485
¥
299,485
$
2,492
4,238,033
4,248,389
35,344
4,600,736
4,682,890
38,959
2,059,746
2,011,974
16,739
89,448
2,316
19
11,287,448
11,245,054
93,553
(6,758,620
)
(7,635,235
)
(63,521
)
¥
4,528,828
¥
3,609,819
$
30,032
(Thousands of
(Thousands of
yen)
U.S. dollars)
¥
21,200
$
174
35,192
289
(33,092
)
(271
)
¥
23,300
$
192
2001
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
588,501
¥
619,002
¥
612,738
$
5,024
4,821
5,765
52,451
¥
645,773
¥
624,767
¥
612,738
$
5,024
¥
1,748,084
¥
1,375,433
¥
1,161,380
$
9,522
1,848,660
344,347
599,863
4,918
¥
3,596,744
¥
1,719,780
¥
1,761,243
$
14,440
¥
1,038,955
¥
493,961
¥
452,874
$
3,713
335,288
287,162
403,412
3,307
229,239
111,223
101,761
834
360,066
445,921
335,773
2,753
329,445
345,720
30,065
246
¥
2,292,993
¥
1,683,987
¥
1,323,885
$
10,853
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
1,965
¥
476
$
4
63,150
55,456
461
¥
65,115
¥
55,932
$
465
¥
1,166,784
¥
794,682
$
6,611
515,948
390,340
3,247
97,061
78,991
657
4,535
39
¥
1,779,793
¥
1,268,548
$
10,554
(Thousands of
yen)
¥
227,058
138,151
73,712
60,780
60,780
60,780
¥
621,261
2001
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
3,961,626
¥
1,050,620
¥
1,226,943
$
10,059
18,201
6,088
6,198
51
1,776
15
(42,232
)
(22,723
)
(21,422
)
(176
)
¥
3,937,595
¥
1,033,985
¥
1,213,495
$
9,949
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
12,453
¥
97,212
$
809
13,539
10,886
91
8,849
9,725
81
36,485
123,580
1,028
19,691
43,869
365
73,264
15,358
128
¥
164,281
¥
300,630
$
2,502
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
447,041
¥
568,520
$
4,334
52,178
52,628
431
12,688
13,449
110
64,445
(5,630
)
(46
)
458
17,388
145
(7,832
)
(6,056
)
(50
)
568,520
647,050
5,382
273,841
329,278
2,510
(14,570
)
(54,383
)
(446
)
231
77,839
75,322
618
(7,832
)
(6,056
)
(50
)
329,278
344,161
2,863
(239,242
)
(302,889
)
(2,519
)
86,164
75,393
627
57,318
119,019
990
¥
(95,760
)
¥
(108,477
)
$
(902
)
¥
(95,760
)
¥
(91,089
)
$
(758
)
(17,388
)
(144
)
¥
(95,760
)
¥
(108,477
)
$
(902
)
2001
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
46,112
¥
52,178
¥
52,628
$
431
12,688
12,688
13,449
110
(8,007
)
(10,954
)
(13,171
)
(108
)
9,738
10,771
10,994
90
¥
60,531
¥
64,683
¥
63,900
$
523
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
372,844
¥
415,327
$
3,455
2001
2002
2003
3.0
%
2.5
%
2.0
%
2.67
%
2.67
%
2.67
%
4.0
%
4.0
%
4.0
%
2001
2002
2003
2003
(Thousands of yen)
(U.S. dollars
in thousands)
¥
43,747
¥
64,702
¥
23,958
$
182
20,955
(40,744
)
(14,326
)
(117
)
15
¥
64,702
¥
23,958
¥
9,632
$
80
AXCELIS TECHNOLOGIES, INC.
DATED: June 30, 2003
By:
/s/ MARY G. PUMA
Mary G. Puma, President and Chief Executive Officer
of the Principle Executive Officer of Axelis Technologies, Inc.
under Section 302 of the Sarbanes-Oxley Act of 2002
I, Mary G. Puma, certify that:
By:
/s/ Mary G. Puma
Mary G. Puma
President and Chief Executive Officer
CERTIFICATION
of the Principle Financial Officer of Axelis Technologies, Inc.
under Section 302 of the Sarbanes-Oxley Act of 2002
1. I have reviewed this annual report on Form 10-K/A of Axcelis Technologies, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 30, 2003
By: | /s/ Stephen G. Bassett |
| |
Stephen G. Bassett | |
Chief Financial Officer |
AXCELIS TECHNOLOGIES, INC.
INDEX TO EXHIBITS
to Form 10-K for the Year ended December 31, 2002.
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:
Exhibit No. |
Description |
||||||||||||||
2.1 |
Tax Sharing and Indemnification Agreement between Eaton Corporation and the Company. Incorporated by reference from Exhibit 2.5 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
3.1 |
Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference from Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
3.2 |
Bylaws of the registrant, as amended as of January 23, 2002. Incorporated by reference from Exhibit 3.2 of the Company's Form 10-K for the year ended December 31, 2001, filed with the Commission on March 12, 2002. |
||||||||||||||
3.3 |
Certificate of Designation of Series A Participating Preferred Stock, filed with the Secretary of State of Delaware on July 5, 2000. Incorporated by reference from Exhibit 3.3 of the Company's Form 10-K for the year ended December 31, 2000, filed with the Commission on March 30, 2001. |
||||||||||||||
4.1 |
Specimen Stock Certificate. Incorporated by reference from Exhibit 4.1 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
4.2 |
Rights Agreement between the Company and EquiServe Trust Company, N.A. Incorporated by reference from Exhibit 4.1 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
4.3 |
Indenture between the Company and State Street Bank and Trust Company, as trustee, including the form of note, dated as of January 15, 2002. Incorporated by reference from Exhibit 4.1 to the Company's Report on Form 8-K filed with the Commission on January 15, 2002. |
||||||||||||||
4.4 |
Registration Rights Agreement by and among the Company, Morgan Stanley & Co., Incorporated, Salmomon Smith Barney Inc. and SG Cowen Securities Corporation, dated as of January 15, 2002. Incorporated by reference from Exhibit 4.2 to the Company's Report on Form 8-K filed with the Commission on January 15, 2002. |
||||||||||||||
4.5 |
Revolving Credit Agreement dated as of October 11, 2001, among the Company, ABN Amro Bank N.V. and the other lenders named therein, as amended. Pursuant to Regulation S-K, Item 601(b)(4)(iii), this exhibit has not been filed, since the total amount does not exceed 10% of the Company's total assets at this time. The Company will furnish a copy of the Credit Agreement to the Commission on request. |
||||||||||||||
10.1* |
2000 Stock Plan, as amended on July 31, 2001. Incorporated by reference from Exhibit 10.1 from the Company's Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Commission on August 14, 2001. |
||||||||||||||
10.2* |
Employee Stock Purchase Plan. Incorporated by reference from Exhibit 10.2 from the Company's Report on Form 10-Q filed with the Commission on November 14, 2000. |
||||||||||||||
10.3 |
Form of Indemnification Agreement entered into by the Company with each of its directors and executive officers. Incorporated by reference from Exhibit 10.2 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
10.4* |
Form of Change in Control Agreement between the registrant and certain of its executive officers. Incorporated by reference from Exhibit 10.3 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
10.5* |
Intentionally omitted. |
||||||||||||||
10.6* |
Intentionally omitted. |
||||||||||||||
10.7* |
Employment Agreement between the Company and Mary G. Puma. Incorporated by reference from Exhibit 10.5 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
10.8** |
Organization Agreement dated December 3, 1982 between Eaton Corporation and Sumitomo Heavy Industries, Ltd. relating to Sumitomo Eaton Nova Corporation, as amended. Incorporated by reference from Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
10.9** |
Master License Agreement dated January 16, 1996 between Eaton Corporation and Sumitomo Eaton Nova Corporation. Incorporated by reference from Exhibit 10.7 of the Company's Registration Statement on Form S-1 (Registration No. 333-36330). |
||||||||||||||
14.1 |
Ethical Business Conduct at Axcelis, revised through January 2003. Filed with original 10-K on March 28, 2003. |
||||||||||||||
21.1 |
Subsidiaries of the Company. Filed with original 10-K on March 28, 2003. |
||||||||||||||
23.1 |
Consent of Ernst & Young LLP, Independent Auditors. Filed with original 10-K on March 28, 2003. |
||||||||||||||
23.2 |
Consent of Ernst & Young, Independent Auditors, relating to financial statements of Sumitomo Eaton Nova Corporation. Filed herewith. |
||||||||||||||
99.1 |
Factors affecting future operating results as of December 31, 2002. Filed with original 10-K on March 28, 2003.
|
99.2
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act, dated June 30, 2003. Filed herewith.
|
99.3
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act, dated June 30, 2003. Filed herewith.
|
99.4
| Charter of the Audit Committee of the Board of Directors of Axcelis, as adopted on January 23, 2003. Filed with original 10-K on March 28, 2003.
|
99.5
| Governance Policies adopted by the Board of Directors of Axcelis on September 26, 2002. Filed with original 10-K on March 28, 2003.
|
99.6
| Charter of the Nominating and Governance Committee of the Board of Directors, as adopted on September 26, 2002. Filed with original 10-K on March 28, 2003.
|
99.7
|
Charter of the Compensation Committee of the Board of Directors of Axcelis, as adopted on January 23, 2003. Filed with original 10-K on March 28, 2003.
* Indicates a management contract or compensatory plan.
Certain confidential information contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, or Rule 24b-2 promulgated under the Securities and Exchange Act of 1934, as amended |
|
|
EXHIBIT 99.2
AXCELIS TECHNOLOGIES, INC.
Certification of the Chief Executive Officer
Pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code
The undersigned Chief Executive Officer of Axcelis Technologies, Inc., a Delaware corporation, hereby certify, for the purposes of Section 1350 of Chapter 63 of title 18 of the United States Code (as implemented by Section 906 of the Sarbanes-Oxley Act of 2002) as follows:
This Form 10-K/A annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained herein fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Certification as of June 30, 2003.
/s/ Mary G. Puma |
| |
Mary G. Puma | |
Chief Executive Officer of Axcelis Technologies, Inc. |
EXHIBIT 99.3
AXCELIS TECHNOLOGIES, INC.
Certification of the Chief Financial Officer
Pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code
The undersigned Chief Financial Officer of Axcelis Technologies, Inc., a Delaware corporation, hereby certify, for the purposes of Section 1350 of Chapter 63 of title 18 of the United States Code (as implemented by Section 906 of the Sarbanes-Oxley Act of 2002) as follows:
This Form 10-K/A annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained herein fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Certification as of June 30, 2003.
/s/ Stephen G. Bassett |
| |
Stephen G. Bassett | |
Chief Financial Officer of Axcelis Technologies, Inc. |