Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated May 21, 2002 Registration No. 333-85214
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AXCELIS
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 and the
prospectus supplements dated June 12, 2002 and September 6, 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 November 12, 2002.
Axcelis Technologies, Inc. . 55 Cherry Hill Drive, Beverly, Massachusetts 01915
. (978) 787-4000
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SELLING SECURITYHOLDERS
The following information is incorporated at the end of the final paragraph
appearing under the heading "Selling Securityholders" in the prospectus:
The persons acquiring the notes in any such exempt transactions may then
seek to be included herein as selling securityholders. If, from time to time,
securityholders notify us of their intent to dispose of the notes and/or shares
of common stock issuable upon conversion of the notes pursuant to the
registration statement, we may supplement this prospectus to include that
information even if, because we have not been notified of any such prior exempt
sales, the table continues to list notes and/or shares of common stock issuable
upon conversion of the notes previously proposed to be sold by such
securityholders' transferors.
In addition, the information in the following table supersedes in part the
information in the table appearing under the heading "Selling Securityholders"
in the prospectus:
Principal Amount of Number of Shares of Number of Shares
Notes Beneficially Percentage Common Stock Issuable of Common Stock
Owned That of Notes Upon Conversion That Beneficially Owned
May be Sold Outstanding May be Sold (2) After Offering (3)
Name (1) ------------------- ----------- --------------------- ------------------
Guardian Life Insurance Co....... 8,700,000 7.0 435,000 0
Guardian Pension Trust........... 600,000 * 30,000 0
Family Service Life Insurance Co. 200,000 * 10,000 0
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* Less than 1%.
(1) Other individuals and entities who have received 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.
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