-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nr7nQBa3BKjd2sPPcNSznAjfVGol7V4fWL/vmqV/JSsVb/SWgFoPnYjhMOsa4qVC KdTQ5zUWtUnKV35AHjPs3w== 0001157523-08-003332.txt : 20080428 0001157523-08-003332.hdr.sgml : 20080428 20080428120605 ACCESSION NUMBER: 0001157523-08-003332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080423 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIS TECHNOLOGY CORP CENTRAL INDEX KEY: 0000855182 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042987600 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23150 FILM NUMBER: 08779973 BUSINESS ADDRESS: STREET 1: 32 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787774247 MAIL ADDRESS: STREET 1: 32 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 8-K 1 a5669835.htm IBIS TECHNOLOGY CORPORATION 8-K

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): April 23, 2008



Ibis Technology Corporation
(Exact name of Registrant as Specified in its Charter)

Massachusetts 000-26824 04-2987600
(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

32 Cherry Hill Drive
Danvers, Massachusetts  01923
 (Address of Principal Executive Offices)

(978) 777-4247
 (Registrant’s telephone number, including area code)


(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 (see General Instruction A.2. below):

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

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

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

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


Item 3.01.  Notice Regarding Market Value of Publicly-Held Share

On April 28, 2008, Ibis Technology Corporatiom (Nasdaq GM: IBIS) announced that it had received a letter from the Nasdaq Stock Market dated April 23, 2008 notifying the Company that for the last 30 consecutive trading days, the Company’s common stock (the “Common Stock”) has not maintained the minimum market value of publicly held shares (“MVPHS”) of $5,000,000 as required for continued inclusion by Nasdaq Marketplace Rule 4450(a)(2). The Company will be provided 90 calendar days, or until July 22, 2008, to regain compliance. The MVPHS of Common Stock must be $5,000,000 or greater for a minimum of 10 consecutive trading days to comply. If compliance with Nasdaq Marketplace Rule 4450(a)(2) cannot be demonstrated by July 22, 2008, the Nasdaq Staff will provide written notification that the Common Stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Listing Qualifications Panel (the “Panel”).

The Nasdaq letter indicated that the Company may transfer its securities to the Nasdaq Capital Market if the Company satisfies the inclusion requirements for that market. If the Company submits a transfer application and pays the applicable fees by July 22, 2008, the initiation of the delisting proceedings will be stayed pending the Staff’s review of the application. If the Staff does not approve the Company’s transfer application, the Staff will provide written notification that its securities will be delisted.

The Company previously announced that it received a Nasdaq letter dated April 16, 2008 advising that Nasdaq had not received the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as required by Nasdaq Marketplace Rule 4310(c)(14). On March 31, 2008, the Company requested a 15 day extension to file its Form 10-K, as permitted by Rule 12b-25 of the Securities Exchange Act of 1934, as amended, to allow its independent registered public accounting firm additional time to review the Company’s financial statements for the year ended December 31, 2007. The Company was unable to file by the extension deadline, which triggered the Nasdaq determination letter. However, the Company is cooperating fully to ensure that the review of the Company's financial statements by the Company's independent registered public accounting firm is completed as quickly as possible and the Form 10-K will be filed shortly thereafter. The Company believes that, at such time as the Company files its Form 10-K, it will be in compliance with Nasdadq Marketplace Rule 4310(c)(14). Further, on April 23, 2008, the Company appealed the Nasdaq determination by requesting a hearing before a Panel, which automatically stayed the delisting of the Company’s Common Stock pending the Panel's review and determination. There can be no assurance the Panel will grant the Company’s request for continued listing.

The Company previously announced that it received a letter on December 10, 2007 from Nasdaq advising that, for the previous 30 consecutive business days, the bid price of the Common Stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). This notification has no effect on the listing of the Common Stock at this time.

Nasdaq stated in its letter that in accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days from the letter date, or until June 9, 2008, to regain compliance with the minimum bid price requirement. The bid price of the Common Stock must close at $1.00 per share or more for a minimum of 10 consecutive business days to achieve compliance.

If the Company does not regain compliance with the minimum bid price requirement by June 9, 2008, the Nasdaq Staff will provide the Company with written notification that the Common Stock will be delisted from the Nasdaq Global Market. At that time, the Company may appeal the delisting determination to a Panel pursuant to applicable Nasdaq rules. Alternatively, Nasdaq Marketplace Rule 4450(i) may permit the Company to transfer the Common Stock to the Nasdaq Capital Market if the Common Stock satisfies all criteria, other than compliance with the minimum bid price requirement, for initial inclusion on such market. In the event of such a transfer, the Nasdaq Marketplace Rules provide that the Company will be afforded an additional 180 calendar days to comply with the minimum bid price requirement while listed on the Nasdaq Capital Market.

On April 28, 2008, the Company issued the press release attached to this Current Report as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.

 

Description

 
99.1 Press Release


SIGNATURES

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: April 28, 2008

IBIS TECHNOLOGY CORPORATION
 

By: /s/William J. Schmidt

Name: William J. Schmidt

Title: Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1 Press Release

EX-99.1 2 a5669835ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ibis Technology Receives Nasdaq Notice Regarding Market Value of Publicly-Held Shares

DANVERS, Mass.--(BUSINESS WIRE)--Ibis Technology Corporation (Nasdaq GM: IBIS), a leading provider of SIMOX-SOI implantation equipment to the worldwide semiconductor industry, today announced that it had received a letter from the Nasdaq Stock Market dated April 23, 2008 notifying the Company that for the last 30 consecutive trading days, the Company’s common stock (the “Common Stock”) has not maintained the minimum market value of publicly held shares (“MVPHS”) of $5,000,000 as required for continued inclusion by Nasdaq Marketplace Rule 4450(a)(2). The Company will be provided 90 calendar days, or until July 22, 2008, to regain compliance. The MVPHS of Common Stock must be $5,000,000 or greater for a minimum of 10 consecutive trading days to comply. If compliance with Nasdaq Marketplace Rule 4450(a)(2) cannot be demonstrated by July 22, 2008, the Nasdaq Staff will provide written notification that the Common Stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Listing Qualifications Panel (the “Panel”).

The Nasdaq letter indicated that the Company may transfer its securities to the Nasdaq Capital Market if the Company satisfies the inclusion requirements for that market. If the Company submits a transfer application and pays the applicable fees by July 22, 2008, the initiation of the delisting proceedings will be stayed pending the Staff’s review of the application. If the Staff does not approve the Company’s transfer application, the Staff will provide written notification that its securities will be delisted.

The Company previously announced that it received a Nasdaq letter dated April 16, 2008 advising that Nasdaq had not received the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as required by Nasdaq Marketplace Rule 4310(c)(14). On March 31, 2008, the Company requested a 15 day extension to file its Form 10-K, as permitted by Rule 12b-25 of the Securities Exchange Act of 1934, as amended, to allow its independent registered public accounting firm additional time to review the Company’s financial statements for the year ended December 31, 2007. The Company was unable to file by the extension deadline, which triggered the Nasdaq determination letter. However, the Company is cooperating fully to ensure that the review of the Company's financial statements by the Company's independent registered public accounting firm is completed as quickly as possible and the Form 10-K will be filed shortly thereafter. The Company believes that, at such time as the Company files its Form 10-K, it will be in compliance with Nasdadq Marketplace Rule 4310(c)(14). Further, on April 23, 2008, the Company appealed the Nasdaq determination by requesting a hearing before a Panel, which automatically stayed the delisting of the Company’s Common Stock pending the Panel's review and determination. There can be no assurance the Panel will grant the Company’s request for continued listing.

In addition, the Company previously announced that it received a letter on December 10, 2007 from Nasdaq advising that, for the previous 30 consecutive business days, the bid price of the Common Stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). This notification has no effect on the listing of the Common Stock at this time.


Nasdaq stated in its letter that in accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days from the letter date, or until June 9, 2008, to regain compliance with the minimum bid price requirement. The bid price of the Common Stock must close at $1.00 per share or more for a minimum of 10 consecutive business days to achieve compliance.

If the Company does not regain compliance with the minimum bid price requirement by June 9, 2008, the Nasdaq Staff will provide the Company with written notification that the Common Stock will be delisted from the Nasdaq Global Market. At that time, the Company may appeal the delisting determination to a Panel pursuant to applicable Nasdaq rules. Alternatively, Nasdaq Marketplace Rule 4450(i) may permit the Company to transfer the Common Stock to the Nasdaq Capital Market if the Common Stock satisfies all criteria, other than compliance with the minimum bid price requirement, for initial inclusion on such market. In the event of such a transfer, the Nasdaq Marketplace Rules provide that the Company will be afforded an additional 180 calendar days to comply with the minimum bid price requirement while listed on the Nasdaq Capital Market.

About Ibis Technology

Ibis Technology Corporation is a leading provider of oxygen implanters for the production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen Silicon-On-Insulator) wafers for the worldwide semiconductor industry. Headquartered in Danvers, Massachusetts, Ibis Technology is traded on Nasdaq under the symbol IBIS. Information about Ibis Technology Corporation and SIMOX-SOI is available on the Ibis web site at www.ibis.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This release contains express or implied forward-looking statements including, among other things, (i) the Company’s ability to conduct its operations in a manner consistent with its current plan and existing capital resources or otherwise to obtain additional implanter orders or to secure financing to continue as a going concern, (ii) regaining compliance with the market value of publicly held shares and minimum bid price requirements and the continued inclusion of the Company’s Common Stock on the Nasdaq Global Market or transfer to the Nasdaq Capital Market, (iii) the anticipated filing of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2007, (iv) the Company’s expectations regarding future orders for i2000 implanters, (v) the Company’s expectations regarding it’s strategic alternatives, including the potential sale of the Company, (vi) the continued employment of key management and technical personnel, and attaining implanter improvements to the degree and in the timeframe necessary to meet our customer’s expectations, (vii) the timing of our major customer’s ramping to production quantities on the i2000 implanter and the sustained production worthiness of the i2000 implanter, (viii) the reliance on a single or small number of large customers, interest in and demand for, and market acceptance of, the Company’s SIMOX-SOI technology including the Company’s implanters, (ix) the involvement generally of the silicon wafer manufacturing industry in the SOI wafer market and the ability of the wafer manufacturer’s to produce sufficiently low cost SIMOX-SOI wafers utilizing both our SIMOX equipment and technology, as well as other equipment manufacturer’s tools, (x) the timing and likelihood of revenue recognition on orders for the Company’s implanters, (xi) the Company’s belief that wafer manufacturers will become the primary suppliers of SIMOX-SOI wafers to the chipmaking industry, (xii) the throughput and production capacity of the i2000 implanter for manufacturing 300-mm SIMOX-SOI wafers, attaining implanter improvements to the degree and in the timeframe necessary to meet customer expectations, and the ability of the i2000 implanter to achieve acceptable production yields, (xiii) the Company’s plan to focus on supplying implanters to wafer manufacturers, (xiv) the ability to operate with existing capital resources or to secure financing and to continue as a going concern and (xv) the Company’s expectation of having sufficient cash for operations. Such statements are neither promises nor guarantees but rather are subject to risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include, but are not limited to: future continued migration to SOI technology and market acceptance of SIMOX; the level of demand for the Company’s products; limited customers and products; lack of order backlog and visibility to the timing of new orders; the Company’s ability to pursue and maintain further strategic relationships, partnerships and alliances with third parties; loss of key personnel; the Company’s ability to protect its proprietary technology; the potential trends in the semiconductor industry generally; the ease with which the i2000 can be installed and qualified in fabrication facilities; the likelihood that implanters, if ordered, will be qualified and accepted by customers without substantial delay, modification, or cancellation, in whole or in part; the likelihood and timing of revenue recognition on such transactions; the possibility of the impact of competitive products, technologies and pricing; the impact of rapidly changing technology; the possibility of further asset impairment and resulting charges; equipment capacity and supply constraints or difficulties; the Company’s limited history in selling implanters; general economic conditions; and other risks and uncertainties described in the Company’s Securities and Exchange Commission filings from time to time, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. All information set forth in this press release is as of April 28, 2008 and Ibis undertakes no duty to update this information unless required by law.

CONTACT:
Ibis Technology Corporation
William J. Schmidt, 978-777-4247
CFO & Treasurer

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