<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 33-78440
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1 REGISTRATION STATEMENT
ON
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IBIS TECHNOLOGY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts
-------------------------------
(State or other jurisdiction of
incorporation or organization)
04-2987600
-------------------
(I.R.S. Employer
Identification No.)
32 Cherry Hill Drive, Danvers, Massachusetts 01923
(508) 777-4247
--------------------------------------------
(Address, including zip code,
and telephone, including area code,
of registrant's principal executive offices)
Geoffrey Ryding, President
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, MA 01923
(508) 777-4247
---------------------------------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Richard A. Goldman, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
--------------------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
----------------
EXPLANATION NOTE
----------------
This Post-Effective Amendment No. 2 relates to (i) an aggregate of
1,689,051 shares (subject to certain adjustments) of Common Stock, $.008 par
value per share ("Common Stock"), of Ibis Technology Corporation (the "Company")
of which 1,434,653 shares of Common Stock are authorized for issuance upon
exercise of redeemable warrants (the "Redeemable Warrants") to purchase shares
of Common Stock, 124,752 shares of Common Stock are issuable upon exercise of
warrants originally issued to the underwriter of the Company's initial public
offering (the "IPO Underwriter's Warrants") and 129,646 shares of Common Stock
are issuable upon exercise of redeemable warrants underlying the IPO
Underwriter's Warrants (the "IPO Underwriter's Redeemable Warrants") and (ii)
120,000 IPO Underwriter's Redeemable Warrants issuable upon exercise of the IPO
Underwriter's Warrants. A Registration Statement on Form S-1 (No. 33-78440)
relating to the issuance of Common Stock upon exercise of the Redeemable
Warrants, the IPO Underwriter's Warrants and the IPO Underwriter's Redeemable
Warrants and to the issuance of the IPO Underwriter's Redeemable Warrants upon
exercise of the IPO Underwriter's Warrants was declared effective by the
Commission on May 20, 1994. The purpose of this Post-Effective Amendment No. 2
is to update the information in the prospectus contained in such Registration
Statement.
<PAGE> 3
PROSPECTUS
IBIS TECHNOLOGY CORPORATION
1,689,051 SHARES OF COMMON STOCK
120,000 WARRANTS
----------------
The 1,689,051 shares of Common Stock, $.008 par value per share ("Common
Stock"), of Ibis Technology Corporation, a Massachusetts corporation (the
"Company" or "Ibis"), offered hereby are being sold by the Company upon exercise
of (i) redeemable warrants (the "Redeemable Warrants") to purchase 1,434,653
shares of Common Stock, subject to adjustment upon the occurrence of certain
anti-dilutive events, (ii) warrants originally issued by the Company to
Josephthal Lyon & Ross Incorporated, ("Josephthal") the underwriter of the
Company's initial public offering completed in May 1994 (the "IPO Underwriter's
Warrants") to purchase 124,752 shares of Common Stock, subject to adjustment
upon the occurrence of certain anti-dilutive events, and (iii) 120,000
redeemable warrants underlying the IPO Underwriter's Warrants (the "IPO
Underwriter's Redeemable Warrants") to purchase 129,646 shares of Common Stock,
subject to adjustment upon the occurrence of certain anti-dilutive events. In
addition, the 120,000 IPO Underwriter's Redeemable Warrants offered hereby are
being sold by the Company upon exercise of the IPO Underwriter's Warrants.
The executive offices of the Company are located at 32 Cherry Hill Drive,
Danvers, Massachusetts 01923. Its telephone number is (508) 777-4247.
----------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Company is offering for sale (a) upon exercise of the Redeemable
Warrants at an exercise price of $8.08 per share, 1,434,653 shares of Common
Stock, subject to adjustment upon the occurrence of certain anti-dilutive
events; (b) upon exercise of the IPO Underwriter's Warrants at an exercise price
of $8.08 per share, 124,752 shares of Common Stock, subject to adjustment upon
the occurrence of certain anti-dilutive events, (c) upon exercise of the IPO
Underwriter's Warrants at an exercise price of $.24 per warrant, IPO
Underwriter's Redeemable Warrants to purchase 129,646 shares of Common Stock;
and (d) upon exercise of the IPO Underwriter's Redeemable Warrants at an
exercise price of $9.33 per share, 129,646 shares of Common Stock subject to
adjustment upon the occurrence of certain anti-dilutive events. If all of the
Redeemable Warrants, the IPO Underwriter's Warrants and the IPO Underwriter's
Redeemable Warrants (collectively, the "Warrants") were exercised, the proceeds
to the Company would be $13,838,400, less any solicitation commissions and
expenses. There can be no assurance, however, that any of the Warrants will be
exercised or that the Company will receive any proceeds from the sale of
Warrants. See "Risk Factors--No Assurance that Warrants Will Be Exercised." A
commission equal to five percent (5%) of the exercise price for the Redeemable
Warrants may be payable to Josephthal in connection with the solicitation of the
exercise of Redeemable Warrants if certain conditions are met (the "Solicitation
Commission"). See "Plan of Distribution."
----------------
No person is authorized in connection with any offering made hereby to
give any information or to make any representations other than as contained in
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus is
not an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
----------------
The date of this Prospectus is May 23, 1996.
<PAGE> 4
AVAILABLE INFORMATION
---------------------
The Company is subject to certain informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024 of the Commission's office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, and at its regional
offices located at 7 World Trade Center, Suite 1300, New York, NY 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies
of such reports, proxy statements and other information can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, DC 20549 at prescribed rates. Additional updating information
with respect to the securities covered herein may be provided in the future to
purchasers by means of appendices to this Prospectus.
The Company has filed with the Commission in Washington, DC a registration
statement (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the 1933 Act with respect to the securities
offered or to be offered hereby. This Prospectus does not contain all of the
information included in the Registration Statement, certain items of which are
omitted in accordance with the rules and regulations of the Commission. For
further information about the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any document incorporated herein by reference, excluding exhibits. Requests
should be made to Ibis Technology Corporation, 32 Cherry Hill Drive, Danvers, MA
01923, telephone (508) 777-4247 and directed to the attention of Debra L.
Carroll, Treasurer.
- 2 -
<PAGE> 5
TABLE OF CONTENTS
PAGE
RISK FACTORS............................................................... 4
USE OF PROCEEDS........................................................... 11
DILUTION.................................................................. 13
PLAN OF DISTRIBUTION...................................................... 14
DESCRIPTION OF IPO UNDERWRITER'S REDEEMABLE WARRANTS...................... 14
LEGALITY OF COMMON STOCK.................................................. 15
EXPERTS................................................................... 15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................... 16
- 3 -
<PAGE> 6
RISK FACTORS
An investment in the securities being offered by this Prospectus involves
a high degree of risk. In addition to the other information contained in this
Prospectus or incorporated herein by reference, prospective investors should
carefully consider the following risk factors before purchasing the shares of
Common Stock and Warrants offered hereby.
This Prospectus contains and incorporates by reference forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in particular to the
description of the Company's plans and objectives for future operations,
assumptions underlying such plans and objectives and other forward-looking
statements included or incorporated in this Prospectus. Such statements are
based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements. Factors which could
cause such results to differ materially from those described in the
forward-looking statements include those set forth in the risk factors below.
History of Net Losses, Accumulated Deficit and Future Net Losses. The
Company incurred net losses of $1,159,157, $1,474,299 and $3,992,795 for the
years ended December 31, 1993, 1994 and 1995, respectively, and $284,210 for the
three month period ended March 31, 1996, and at March 31, 1996 had an
accumulated deficit of $10,396,667. The net loss incurred by the Company for the
year ended December 31, 1994 and the accumulated deficit as of March 31, 1996
each would have been $2,000,000 greater if the Company had not received
$2,000,000 in key-man life insurance proceeds in June 1994 as a result of the
death of Dr. Michael Guerra, a founder of the Company and its former Chief
Executive Officer and Chairman of the Board. The Company expects net losses to
continue for the foreseeable future and there can be no assurance that the
Company will be profitable. The Company anticipates that it may be required to
raise substantial additional capital in the future in order to finance expansion
of its manufacturing capacity and its research and development programs. There
can be no assurance, however, that such capital will be available on acceptable
terms, if at all. See "Selected Financial Data" in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 (the "1995 Form 10-K"),
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 1995 Form 10-K and the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 (the "March 31, 1996 Form 10-Q"), and
"Risk Factors -- Availability of Capital."
Quarterly Fluctuations in Operating Results. The Company has experienced
and expects to continue to experience significant fluctuations in its quarterly
operating results. The Company believes that fluctuations in quarterly results
may cause the market price of its Common Stock to fluctuate, perhaps
substantially. Factors which have had an influence on and may continue to
influence the Company's operating results in a particular quarter include the
timing of receipt of orders from major customers, product mix, product
obsolescence and changes in pricing policies by the Company, its competitors or
its suppliers, the relative proportions of sales for commercial and military
applications, the Company's ability to manufacture and ship products on a
cost-effective and timely basis, the development and introduction of new
production Ibis 1000 implanters by the Company, market acceptance of new and
enhanced versions of the Company's products or implanters, the cyclical nature
of the semiconductor industry, the evolving and unpredictable nature of the
markets for the products incorporating the Company's SIMOX wafers, the amount of
research and development expenses associated with new or enhanced products or
implanters and the availability of government funding.
The Company places blanket orders to purchase its materials from
independent vendors several months in advance, often prior to receiving orders
from its customers. If customers cancel or reschedule shipments or if production
difficulties delay shipments, expense and inventory levels could be
disproportionately high. A significant portion of the Company's expenses is
fixed and the timing of increases in variable expenses is based in large part on
the Company's forecast of future revenues. As a result, if revenues do not meet
the Company's expectations, it may be unable to quickly adjust expenses to
levels appropriate given actual revenues, which could have a material
- 4 -
<PAGE> 7
adverse effect on the Company's business, operating results and financial
condition. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the 1995 Form 10-K and the March 31, 1996 Form 10-Q.
Development Stage of Commercial Market for SIMOX Wafers. The sources of
the Company's revenue have shifted from primarily research and development
contracts and sales of SIMOX wafers for military applications to primarily sales
of SIMOX wafers for commercial applications. To date, most customers who have
purchased SIMOX wafers from the Company in the commercial field have done so
only for the purpose of characterizing and evaluating the wafers. The Company is
aware of only one semiconductor manufacturer that is currently using SIMOX
wafers in mainstream commercial applications. There can be no assurance that the
performance advantages of SIMOX wafers will be realized commercially or that a
commercial market for SIMOX wafers will continue to develop.
Competition and Technological Advances. The semiconductor industry is
highly competitive and has been characterized by rapid and significant
technological advances. A number of established semiconductor and materials
manufacturers, including certain of the Company's customers, have expended
significant resources in developing improved wafer substrates. There can be no
assurance that the Company's competitors or others, many of which have
substantially greater financial, technical and other resources than the Company,
will not succeed in developing technologies and products that are equal to or
more effective than any which are being developed by the Company or which would
render the Company's technology obsolete or noncompetitive. In addition to
competition from other manufacturers of SIMOX wafers, the Company faces
competition from manufacturers using bulk silicon and epitaxial wafer
technology, compound materials technology such as silicon-germanium,
gallium-arsenide and indium phosphide and SOI technology other than SIMOX
technology. Although the Company believes that SIMOX wafers offer integrated
circuit performance advantages, there is no assurance that semiconductor
manufacturers will not develop improvements to existing bulk silicon or
epitaxial wafer technology, or that competing compound materials or SOI
technologies will not be more successfully developed, that would eliminate or
diminish the performance advantages of SIMOX wafers. The Company's ability to
compete with other manufacturers of SIMOX wafers and manufacturers of competing
SOI wafers, as well as with bulk silicon, epitaxial and compound materials wafer
manufacturers, will depend on numerous factors within and outside the Company's
control, including the success and timing of product introductions by the
Company and its competitors, product distribution, customer support, sufficiency
of funding available to the Company and the price, quality and performance of
competing products and technologies.
No Assurances of Successful Large-Scale Manufacturing. The Company has
only manufactured limited quantities of SIMOX wafers on the Ibis 1000 oxygen
implanters for evaluation in commercial applications. To be successful, the
Company's products must be manufactured in commercial quantities, at acceptable
costs. Although to date the Company has produced its products successfully,
future production in commercial quantities may create technical and financial
challenges for the Company. The Company has limited manufacturing experience. No
assurance can be given that the Company will be able to make the transition to
volume commercial production successfully.
The Company has completed one Ibis 1000 oxygen implanter and the prototype
Ibis 1000 upon which it was based. The Company is currently constructing two
Ibis 1000s and plans to construct additional Ibis 1000s with the proceeds of its
April 1996 public offering. Any difficulty or delay in constructing additional
Ibis 1000s could have a material adverse effect on the Company's business and
results of operations.
Dependence on Manufacturing, Marketing and Distribution Partners. One
element of the Company's marketing strategy is to form alliances with strategic
partners for the manufacturing, marketing and distribution of its products, in
part to address possible customer concerns regarding Ibis being a sole source
supplier. The Company recently entered into a strategic business development
agreement with Motorola Corporation to fund capacity expansion. However, there
can be no assurance that the Company will be successful in maintaining such
alliance
- 5 -
<PAGE> 8
or forming and maintaining other alliances, including satisfying its contractual
obligations with its strategic partners, or that the Company's partners will
devote adequate resources to manufacture, market and distribute these products
successfully or will not attempt to compete with the Company. The limited number
of reliable second sources of supply may adversely affect or delay the
integration of SIMOX wafers in mainstream commercial applications.
Cyclical Nature of the Semiconductor Industry. The semiconductor industry
into which the Company sells its products is highly cyclical and has
historically experienced periodic downturns, which often have had a severe
effect on the semiconductor industry's demand for semiconductor materials. Prior
semiconductor industry downturns have resulted in negative effects on the
Company's net sales, gross margin and net income. The Company's operations as a
whole will continue to be dependent on the expenditures of semiconductor
manufacturers, which in turn will be largely dependent on the current and
anticipated market demand for integrated circuits and products utilizing
integrated circuits. Any future weakness in demand in the semiconductor industry
may have a material adverse effect on the Company's business and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the 1995 Form 10-K and the March 31, 1996 Form 10-Q.
Limited Availability of Materials and Components. Due to the increasing
demand in the semiconductor industry for silicon wafers, there is no assurance
that the Company will be able to purchase an adequate supply of such silicon
wafers for manufacture of its products at or near current prices, if at all. Any
shortages in the availability of silicon wafers or a significant increase in the
price of silicon wafers could have a material adverse effect on the Company's
business and results of operations.
The Company manufactures its Ibis 1000 oxygen implanters from standard
components and from components manufactured in-house or by other vendors
according to the Company's design specifications. Although the Company has not
experienced significant production delays due to unavailability or delay in
procurement of component parts or raw materials to date, there can be no
assurance that a disruption or termination of certain of these vendors will not
occur and any such disruption or termination could have a material adverse
effect on the Company's business and results of operations.
Dependence on Key Personnel. The Company is dependent upon a number of key
scientific and management personnel, including its President and Chief Executive
Officer, Dr. Geoffrey Ryding. The Company maintains key-man life insurance on
Dr. Ryding, of which it is the sole beneficiary. The loss of the services of one
or more key individuals will have a material adverse impact on the Company. The
Company's success may also depend on its ability to attract and retain other
qualified scientific, marketing, manufacturing and other key management
personnel. The Company faces competition for such personnel and there can be no
assurance that the Company will be able to attract or retain such personnel.
Furthermore, although the Company has an employment agreement with Dr. Ryding
and its employees are subject to certain confidentiality and non-competition
obligations, there can be no assurance that the Company's key personnel will
remain with the Company or will not become employed by a competitor.
Dependence on Research and Development Funding. To date, a significant
portion of the Company's revenue has been derived from research and development
agreements with agencies of the U.S. government. During the three-month period
ended March 31, 1996, and the fiscal years ended 1993, 1994 and 1995, revenues
from government sponsored research and development contracts were approximately
$24,000, $1,331,000, $890,000 and $764,000, or 1%, 33%, 27% and 16% of the
Company's revenues, respectively. The research and development agreements are
subject to termination at the election of the relevant agency. Additionally,
these agreements are subject to negotiated overhead rates, and work performed
under these agreements is subject to audit and retroactive adjustments of
amounts paid to the Company. The Company is currently being audited by the
Defense Contract Audit Agency ("DCAA") in connection with the Company's 1990
through 1995 overhead and general and administrative rates, as well as incurred
costs for the same periods. The discussions with the DCAA concerning this audit
are at a preliminary stage and it is, therefore, not possible to determine at
this time if any retroactive
- 6 -
<PAGE> 9
adjustments of amounts previously paid to the Company will be required. The loss
of revenue from the research and development agreements and/or the payment of
any such retroactive adjustments could have a material adverse impact on the
Company.
Dependence on Key Customers. During the three-month period ended March
31, 1996 and the fiscal years ended 1993, 1994 and 1995, revenues from
Honeywell, IBM, Motorola, and Texas Instruments accounted in the aggregate for
approximately $931,000, $1,576,000, $1,266,000, $2,554,000, or approximately
48%, 39%, 39% and 55% of the Company's revenues, respectively. The loss of one
or more of these major customers and the failure of the Company to obtain other
sources of revenue could have a material adverse impact on the Company.
Centralization of Manufacturing Facilities. The Company manufactures all
of its products at its facility in Danvers, Massachusetts. Due to the
centralization of all of its manufacturing equipment in one location, the
Company is susceptible to business interruptions resulting from power outages,
natural disasters, equipment failures, and other localized conditions. Although
the Company maintains business interruption insurance, prolonged business
interruption could have a material adverse effect on the Company's business and
its results of operations.
Availability of Capital. The Company has invested, and intends to continue
to invest, in facilities and state-of-the-art equipment in order to increase its
research, development and manufacturing capabilities. In 1995, these capital
expenditures totaled approximately $1.7 million. The Company believes that there
is a need to use much of the net proceeds it received from its April 1996 public
offering to construct additional Ibis 1000 oxygen implanters, expand its
facilities and purchase additional equipment. Changes in technology or sales
growth beyond currently established capabilities would require further
investment. As a result, the Company anticipates that it may be required to
raise substantial additional capital in the future in order to finance expansion
of its manufacturing capacity and its research and development programs. The
Company has previously financed its working capital requirements through debt
and equity financings, equipment lines of credit, a working line of credit, a
term loan, sale-leaseback arrangements and government contracts. There can be no
assurance that additional capital will be available on acceptable terms, if at
all. If additional funds are raised by issuing equity securities, further
dilution to the Company's then existing stockholders may result. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 1995 Form 10-K and the March 31, 1996 Form 10-Q, "Use of
Proceeds" and "Risk Factors--Dilution."
Failure to Comply with Bank Covenants. The Company's ability to borrow
under its existing credit facility is dependent, among other things, upon its
continued compliance with various financial covenants. The Company's ability to
remain in compliance with the financial covenants in the future depends largely
on its future results of operations and its ability to raise additional
financing. If the Company were not in compliance with such covenants, absent an
amendment or waiver agreed to by the bank, the Company would not be permitted to
make additional borrowings under the facility and the outstanding amounts
thereunder could be declared immediately due and payable. As of the end of the
quarters ended in June, September and December 1995 and March 1996, the Company
was not in compliance with certain of these covenants. However, in each
instance, the bank agreed to waive the Company's breach of covenants and/or
amended the facility such that the Company is currently in compliance with the
revised covenants. In addition, the bank recently amended two covenants relating
to the first quarter of 1996. There can be no assurance that the Company would
be able to obtain from the bank any necessary amendments or waivers in the
future. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" in the 1995 Form 10-K
and the March 31, 1996 Form 10Q.
Rights to Implanters. Pursuant to a sale-lease back arrangement, the Ibis
1000 implanter currently in production is owned by Financing for Science
International, Inc. ("FSI") and is leased to the Company, with the Company
having an option to purchase the Ibis 1000 at the expiration of the lease. In
addition, Motorola will have a security interest in the Ibis 1000 that is
currently being constructed and will be dedicated to Motorola's production
requirements. If the Company fails to meet certain contractual obligations under
its agreements with either FSI or
- 7 -
<PAGE> 10
Motorola, the Company could lose its ability to use the implanter and FSI or
Motorola, as the case may be, could sell the implanter to a competitor of the
Company, which would have an adverse effect on the Company's operations. The
Company is currently constructing an additional Ibis 1000 implanter to be sold
to a major semiconductor manufacturer. The manufacturer has issued a purchase
order to the Company for the purchase of the implanter and has made certain
advance payments. Although the use of the implanter by this manufacturer and its
ability to sell SIMOX wafers will be subject to certain restrictions, there can
be no assurance that such manufacturer, which has substantially greater
financial, technical and other resources than the Company, will not attempt to
compete with the Company's business. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in the 1995 Form 10-K and the March 31, 1996 Form 10-Q.
Patents and Protection of Proprietary Technology. The Company's ability to
compete effectively with other companies will depend, in part, on the ability of
the Company to maintain the proprietary nature of its technology. Although the
Company has been awarded or has filed applications for a number of patents in
the United States and foreign countries, there can be no assurance as to the
degree of protection offered by these patents, or as to the likelihood that
pending patents will be issued. There can be no assurance that competitors in
both the United States and foreign countries, many of which have substantially
greater resources and have made substantial investments in competing
technologies, do not have or will not obtain patents that will prevent, limit or
interfere with the Company's ability to make and sell its products or
intentionally infringe the Company's patents. The defense and prosecution of
patent suits is both costly and time-consuming, even if the outcome is favorable
to the Company. In addition, there is an inherent unpredictability regarding
obtaining and enforcing patents. An adverse outcome in the defense of a patent
suit could subject the Company to significant liabilities to third parties,
require disputed rights to be licensed from third parties, or require the
Company to cease selling its products. The Company also relies in large part on
unpatented proprietary technology and there can be no assurance that others,
including strategic partners, may not independently develop the same or similar
technology or otherwise obtain access to the Company's proprietary technology.
To protect its rights in these areas, the Company currently requires all of its
employees to enter into confidentiality agreements. There can be no assurance,
however, that these agreements will provide meaningful protection for the
Company's trade secrets, know-how or other proprietary information in the event
of any unauthorized use, misappropriation or disclosure of such trade secrets,
know-how or other proprietary information.
Public Market for Securities; Volatility of Price. There can be no
assurance that an active trading market for any of the Company's securities will
develop or be sustained. Additionally, there can be no assurance as to the
liquidity of any such markets. The market prices of the Company's securities
have been and may continue to be highly volatile and there can be no assurance
as to the market price of the Common Stock at any given time. Factors such as
quarter-to-quarter variations in the Company's revenues and earnings and
announcements or introductions of technological innovations, new products or new
prices by the Company or its competitors, customers or suppliers could cause the
market price of the Company's securities to fluctuate significantly. Sales of a
substantial number of shares of Common Stock by existing stockholders or the
exercise of Redeemable Warrants may also have an adverse effect on the market
price of the Common Stock. In addition, in recent years the stock market in
general, and the market prices for high technology companies in particular, have
experienced significant volatility, which often may have been unrelated to the
operating performance of the affected companies.
Effect of Shares Eligible for Future Sale on Market Price. Future sales of
Common Stock by existing stockholders could adversely affect the prevailing
market price for the Common Stock and the Company's ability to raise additional
capital. As of March 31, 1996, assuming the sale of 1,600,000 shares of Common
Stock at $7.25 per share in the Company's public offering, which was completed
in April 1996, occurred prior to such date, the Company would have had on a pro
forma basis 5,129,171 shares of Common Stock outstanding. Of such shares, the
2,800,000 shares sold in the Company's public offerings generally are freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended (the "Securities Act"). Of the remaining 2,329,171 shares
of Common Stock, approximately 521,715 shares were previously sold by certain
stockholders of the Company under Rules 144, 144(k)
- 8 -
<PAGE> 11
or 701 of the Securities Act or pursuant to the Company's S-8 Registration
Statement (the "S-8") and are now freely tradeable, and approximately 1,807,456
shares are or will become eligible for sale under Rules 144 and 144(k) or
pursuant to the S-8. In connection with the April 1996 public offering, the
holders of approximately 1,015,543 shares of Common Stock have agreed not to
sell or otherwise dispose of their shares for a period ending on July 31, 1996
(the "lock-up period"), without the prior written consent of the managing
underwriter of that offering, Allen & Company Incorporated. In addition, the
Securities and Exchange Commission has proposed an amendment to Rule 144 which
would reduce the holding period before shares subject to Rule 144 become
eligible for sale in the public market. This proposal, if adopted, would
substantially increase the number of shares of the Company's Common Stock
eligible for immediate sale following the expiration of the lock-up period. No
prediction can be made as to the effect, if any, that market sales of such
shares or the availability of such shares for future sale will have on the
market price of shares of Common Stock prevailing from time to time.
The holders of up to approximately 1,542,000 shares of Common Stock are
entitled to certain registration rights with respect to such shares. If such
holders, by exercising their registration rights, cause a large number of shares
to be registered and sold in the public market, such sales may have an adverse
effect on the market price for the Common Stock. In addition, if the Company is
required to include in a Company-initiated registration shares held by such
holders pursuant to the exercise of their "piggyback" registration rights, such
sales may have an adverse effect on the Company's ability to raise needed
capital.
Government Regulation. The Company is subject to a variety of federal,
state and local environmental regulations related to the storage, treatment,
discharge or disposal of chemicals used in its operations and exposure of its
personnel to occupational hazards. Although the Company believes that it has all
permits necessary to conduct its business, the failure to comply with present or
future regulations could result in fines being imposed on the Company,
suspension of production or a cessation of operations. The Company's future
activities may result in it being subject to additional regulation. Such
regulations could require the Company to acquire significant equipment or to
incur other substantial expenses to comply with regulations. Any failure by the
Company to control the use of, or to restrict adequately the discharge of,
hazardous substances or properly control other occupational hazards could
subject it to substantial financial liabilities.
Impact of Warrants. Initially, each Redeemable Warrant was exercisable for
one share of Common Stock at a price equal to $8.40, each IPO Underwriter's
Warrant was exercisable for one share of Common Stock at a price equal to $8.40
and one IPO Underwriter's Redeemable Warrant at a price equal to $0.24, and each
IPO Underwriter's Redeemable Warrant was exercisable for one share of Common
Stock at a price equal to $10.08. The exercise prices of the Warrants and the
number of shares issuable upon exercise thereof are subject to adjustment in
certain circumstances, including upon the issuance of certain securities by the
Company having an issue price or exercise price lower than the exercise price of
the respective Warrants. As a result of certain issuances and sales of Common
Stock (and securities exercisable for shares of Common Stock) by the Company
below the exercise prices of the Warrants, the exercise price of each Redeemable
Warrant is $8.08 per share of Common Stock and such Warrants are exercisable for
an aggregate of 1,434,653 shares of Common Stock. The exercise price of each IPO
Underwriter's Warrant is $8.08 per share of Common Stock and $.24 per IPO
Underwriter's Redeemable Warrant, and the IPO Underwriter's Warrants are
exercisable for an aggregate of 124,752 shares of Common Stock and 120,000 IPO
Underwriter's Redeemable Warrants. The exercise price of each IPO Underwriter's
Redeemable Warrant is $9.33 and such Warrants are exercisable for an aggregate
of 129,646 shares of Common Stock. Exercise of the Warrants may have an adverse
effect upon the trading price of and market for the Common Stock and will result
in dilution of the outstanding shares. It is also possible that, as long as the
Warrants remain outstanding, their existence may place downward pressure on the
price of Common Stock above certain levels.
Dilution. The exercise prices of the Warrants are substantially higher
than the net tangible book value per share of Common Stock as of March 31, 1996.
If the holders of the Warrants were to have exercised such Warrants as of March
31, 1996, they would have incurred immediate and substantial dilution in net
tangible book value per share. Additional dilution will occur upon exercise of
outstanding stock options and other warrants and
- 9 -
<PAGE> 12
may occur in connection with future financings to meet the Company's capital
requirements. At a weighted average exercise price per Warrant of $8.19 and
based upon certain other assumptions set forth under the caption "Dilution"
below, including an assumption that all of the Warrants are exercised, the
weighted average net tangible book value dilution per share to the holders of
the Warrants would have been $4.09 as of March 31, 1996, or approximately 50%.
The dilutive effect would be substantially greater if less than all of the
Warrants are exercised. There can be no assurance that such dilution per share
will not increase at the times the Warrants are exercised. See "Risk Factors --
Availability of Capital" and "Dilution."
Certain Charter and By-Law Provisions; Possible Issuance of Preferred
Stock. The Company's Restated Articles of Organization and Restated By-Laws
contain certain provisions that may make it more difficult for a third party to
acquire, or discourage acquisition bids for, the Company. This could limit the
price that certain investors might be willing to pay in the future for shares of
the Company's Common Stock. In addition, shares of the Company's Preferred Stock
may be issued in the future without future stockholder approval and upon such
terms and conditions, and having such rights, privileges and preferences, as the
Board of Directors may determine. The rights of the holders of Common Stock will
be subject to, and may be adversely affected by, the rights of the holders of
any Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or discouraging a third party from
acquiring, a majority of the outstanding voting stock of the Company. The
Company has no present plans to issue any shares of Preferred Stock.
No Dividends. The Company has not paid dividends since its inception and
does not anticipate paying any dividends in the foreseeable future. Pursuant to
the terms of the Company's working capital line of credit, the Company is
prohibited from paying any dividends, other than dividends payable solely in
capital stock of the Company, without the prior written consent of the lender.
The Company plans to retain any earnings to finance the development and
expansion of its business.
No Assurance that Warrants Will Be Exercised. If all of the Warrants are
exercised to purchase the shares of Common Stock offered hereby, the Company
would receive net proceeds of approximately $13,208,800. However, there can be
no assurance that any or all of the Warrants will be exercised by the holders
thereof prior to their expiration on May 20, 1999. Accordingly, there can be no
assurance that the Company will receive any proceeds from the sale of the shares
of Common Stock offered in this Prospectus. Moreover, even if Warrants are
exercised, the timing of such exercise cannot be predicted and may not coincide
with the Company's needs for additional capital.
Current Prospectus and State "Blue Sky" Registration Required to Exercise
the Warrants. The Company will be able to issue shares of its Common Stock upon
exercise of the Warrants only if there is a current prospectus relating to the
Common Stock issuable upon the exercise of said Warrants under an effective
registration statement filed with the Commission, and only if such Common Stock
is qualified for sale or exempt from qualification under applicable state
securities laws of the jurisdictions in which the various holders of the
Warrants reside. Although the Company has agreed to use its best efforts to meet
such regulatory requirements, there can be no assurance that the Company will be
able to do so. Although the Warrants were not knowingly sold to purchasers in
jurisdictions in which the Warrants were not registered or otherwise qualified
for sale, purchasers have bought or may in the future buy Warrants in the
aftermarket or may move to jurisdictions in which the shares of Common Stock
issuable upon exercise of the Warrants are not so registered or qualified. In
this event, the Company would be unable to issue shares of Common Stock to those
persons upon exercise of the Warrants unless and until the shares of Common
Stock issuable upon exercise of the Warrants are qualified for sale or exempt
from qualification in jurisdictions in which such persons reside. There is no
assurance that the Company will be able to effect any required registration or
qualification. The Warrants may be deprived of any value if a then current
prospectus covering the Common Stock issuable upon exercise of the Warrants is
not effective pursuant to an effective
- 10 -
<PAGE> 13
registration statement or if such Common Stock is not qualified or exempt from
qualification in the jurisdictions in which the holders of the Warrants reside.
Potential Adverse Effect of Redemption of Redeemable Warrants. The
Redeemable Warrants and the IPO Underwriter's Redeemable Warrants are redeemable
by the Company in whole or in part, upon 30 days' prior written notice, for $.20
per Warrant, provided certain specified market conditions are met. The Company
may choose to redeem such Warrants for $.20 per Warrant rather than incur the
cost of keeping a registration statement current with the Commission for the
shares of Common Stock underlying the Warrants. Redemption of such Warrants
could force the holders to exercise the Warrants and pay the exercise price at a
time when it may be disadvantageous for the holders to do so, to sell the
Warrants at the then current market price when they might otherwise wish to hold
the Warrants for possible additional appreciation, or to accept the redemption
price, which is likely to be substantially less than the market value of the
Warrants at the time of redemption. Any holder who does not exercise its
Warrants prior to their expiration or redemption, as the case may be, will
forfeit its right to purchase the shares of Common Stock underlying the
Warrants.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the securities offered
hereby (after deducting the estimated offering expenses of $50,000 and assuming
the payment in full of the 5% Solicitation Commission which is payable to
Josephthal in certain circumstances upon the exercise of the Redeemable
Warrants) are estimated to be approximately $13,208,800 if all of the Warrants
are exercised. However, there can be no assurances that any or all of the
Warrants will be exercised or as to the timing of such exercises.
If none of the Warrants are exercised and there are no proceeds therefrom,
the Company currently anticipates using approximately $8 million from the net
proceeds of approximately $10,448,000 from its public offering that was
completed in April 1996 to construct Ibis 1000 oxygen implanters which will be
in addition to the Ibis 1000 implanter currently in production and the two under
construction. The Company anticipates using approximately $1 million of the net
proceeds from the offering for acquisitions of capital equipment, including test
equipment, and approximately $1 million to expand the Company's manufacturing
facilities. The remaining net proceeds, together with existing capital
resources, have or will be used for general corporate purposes, including hiring
additional personnel, particularly for marketing and equipment manufacturing,
supporting internally funded research and development activities and repaying
amounts which are outstanding under the Company's credit facility.
If all of the Warrants are exercised, based upon its current expectations
as to the growth of the commercial applications market for SIMOX wafers, the
Company currently anticipates using, in addition to the use of the net proceeds
from the offering described above, approximately $8 million of the net proceeds
to construct additional Ibis 1000 oxygen implanters, approximately $1.5 million
to acquire capital equipment and approximately $1.5 million to further expand
the Company's manufacturing facilities. The remaining net proceeds, together
with existing capital resources, will be used for general working capital
purposes including hiring additional personnel and supporting internally funded
research and development activities.
If half of the Warrants are exercised, based upon its current expectations
as to the growth of the commercial applications market for SIMOX wafers, the
Company currently anticipates using, in addition to the use of the net proceeds
from the offering described above, approximately $4 million of the net proceeds
to construct additional Ibis 1000 oxygen implanters, approximately $.5 million
to acquire capital equipment and approximately $.5 million to expand the
Company's manufacturing facilities. The remaining net proceeds, together with
existing capital resources, will be used for general working capital purposes
including hiring additional personnel and supporting internally funded research
and development activities.
- 11 -
<PAGE> 14
If less than half of the Warrants are exercised, the Company currently
anticipates that, in addition to the use of the net proceeds from the offering
described above, the net proceeds from any such exercise will first be applied
to construct an additional Ibis 1000 oxygen implanter. To the extent such net
proceeds exceed the funds needed to construct the Ibis 1000 implanter, the
Company currently anticipates that any excess amounts together with existing
capital resources will be used for general working capital purposes including
hiring additional personnel and supporting internally funded research and
development activities.
The use of the net proceeds could vary significantly depending on the
amount of funds actually received from the exercises of the Warrants and the
Company's needs and financial position at such times in the future if and when
the Warrants are exercised. The amounts actually expended for each purpose
described above may vary significantly depending on numerous factors, including,
but not limited to, market demand for SIMOX wafers, management's determination
as to how best to satisfy such demand, progress of the Company's research and
development activities, technological changes, competition and the ability of
the Company, when it deems appropriate, to establish strategic alliances for the
manufacturing, marketing and distribution of its products.
The Company expects that it may be required to raise substantial
additional capital in the future in order to finance expansion of its
manufacturing capacity and its research and development programs. Such capital
may be raised through additional equity offerings, as well as collaborative
relationships, borrowings and other available sources. There can be no assurance
that such funding will be available on acceptable terms, if at all. See "Risk
Factors -- Availability of Capital."
- 12 -
<PAGE> 15
DILUTION
The following information concerning net tangible book value and dilution
as of March 31, 1996 has been adjusted to include the sale of 1,600,000 shares
of Common Stock at $7.25 per share in the Company's public offering completed on
April 9, 1996 and the estimated net proceeds of $10,448,000 therefrom.
The net tangible book value of the Company's Common Stock as of March 31,
1996 was $14,716,591 or $2.87 per share. Net tangible book value per share
represents the amount of the Company's stockholders' equity, less intangible
assets, divided by 5,129,171 shares of Common Stock outstanding on March 31,
1996.
<TABLE>
For purposes hereof, net tangible book value dilution per share represents
the difference between (i) $8.19 (which is the weighted average exercise price
of each Warrant, subject to additional adjustment in certain circumstances), and
(ii) the net tangible book value per share of Common Stock as of March 31, 1996.
After giving effect to the net proceeds to be received by the Company upon
exercise of the Warrants (taking into account the expenses of the Company and
assuming payment of the full Solicitation Commission payable to Josephthal if
certain conditions are satisfied), the net tangible book value of the Company as
of March 31, 1996 would have been (i) if Warrants to purchase 422,263 shares of
Common Stock are exercised (25% of the total outstanding Warrants), $18,018,791
or $3.25 per share, (ii) if Warrants to purchase 844,525 shares of Common Stock
are exercised (50% of the total outstanding Warrants), $21,320,991 or $3.57 per
share and (iii) if Warrants to purchase 1,689,051 shares of Common Stock are
exercised (100% of the total outstanding Warrants), $27,925,391 or $4.10 per
share. This would have represented as of March 31, 1996 an immediate increase in
net tangible book value of $.38, $.70 and $1.23 per share, respectively to
existing stockholders and an immediate dilution in net tangible book value of
$4.94, $4.62 and $4.09 per share to the holders of the Warrants upon exercise
thereof. The following table illustrates this per share dilution:
<CAPTION>
Percentage of Warrants Exercised
--------------------------------
25% 50% 100%
------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Weighted average exercise price of the Warrants ................ $8.19 $8.19 $8.19
Net tangible book value per share ............................ $2.87 $2.87 $2.87
Increase per share attributable to exercise of Warrants ...... .38 .70 1.23
----- ----- -----
Net tangible book value per share after exercise of Warrants ... 3.25 3.57 4.10
----- ----- -----
Net tangible book value dilution per share to holders of Warrants. $4.94 $4.62 $4.09
===== ===== =====
</TABLE>
<TABLE>
The following table summarizes, as of March 31, 1996, the difference
between the existing stockholders and the holders of Warrants that will receive
shares of Common Stock assuming all of the Warrants are exercised, with respect
to the number of shares purchased from the Company, the total consideration paid
and the average price per share paid (assuming a weighted average exercise price
of $8.19 per Warrant):
<CAPTION>
Shares Purchased Total Consideration Average price
-------------------- ------------------- -------------
Number Percent Amount Percent Per Share
------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing holders of Common Stock. 5,129,171 75.2% $27,834,478 66.8% $5.43
Shares of Common Stock issued upon
exercise of Warrants........... 1,689,051 24.8% 13,838,400 33.2% $8.19
--------- ----- ----------- -----
Total 6,818,222 100.0% $41,672,878 100.0%
========= ===== =========== =====
</TABLE>
The foregoing computations exclude an aggregate of 460,939 shares of
Common Stock reserved for issuance upon exercise of outstanding stock options
and warrants as of March 31, 1996, which have a weighted average exercise price
of $3.98 per share. See "Risk Factors -- Dilution."
- 13 -
<PAGE> 16
PLAN OF DISTRIBUTION
The shares of Common Stock and Warrants offered hereby may be offered and
sold from time to time by the Company upon exercise of the Warrants by the
holders thereof. Such securities may be exercised by tendering the exercise
price, together with the warrant certificate and exercise form, to the Company
before May 20, 1999, the expiration date of the Warrants.
Upon the exercise of any Redeemable Warrants which exercise was solicited
by Josephthal, and to the extent not inconsistent with the guidelines of the
National Association of Securities Dealers, Inc. and the Rules and Regulations
of the Securities and Exchange Commission (the "Commission"), the Company has
agreed to pay to Josephthal a commission which shall not exceed five percent
(5%) of the aggregate exercise price of such Redeemable Warrants. However, no
compensation will be paid to Josephthal in connection with the exercise of the
Redeemable Warrants if (a) the market price of the Common Stock is lower than
the exercise price, (b) the Redeemable Warrants were held in a discretionary
account, (c) the Redeemable Warrants are exercised in a transaction not
solicited by Josephthal, or (d) Josephthal has not been designated in writing as
the soliciting agent with respect to such solicitation. The Company has agreed
that it will not solicit the exercise of the Redeemable Warrants through any
third party other than Josephthal. Unless otherwise permitted under Rule 10b-6A,
Josephthal will be prohibited by Rule 10b-6 under the Securities Exchange Act of
1934, as amended, from engaging in any market-making activities with regard to
the Company's securities for the period from two to nine business days,
whichever is applicable (or such other applicable periods as Rule 10b-6 may
provide) prior to any solicitation of the exercise of the Redeemable Warrants
until the later of the termination of such solicitation activity or the
termination (by waiver or otherwise) of any right Josephthal may have to receive
a fee. As a result, Josephthal may be unable to continue to provide a market for
the Company's securities during certain periods while the Redeemable Warrants
are exercisable. If Josephthal has engaged in any of the activities prohibited
by Rule 10b-6 during the periods described above, Josephthal undertakes to waive
unconditionally its right to receive a commission on the exercise of such
Redeemable Warrants.
DESCRIPTION OF IPO UNDERWRITER'S REDEEMABLE WARRANTS
The Company sold to Josephthal for nominal consideration the IPO
Underwriter's Warrants to initially purchase from the Company up to 120,000
shares of Common Stock and/or up to 120,000 IPO Underwriter's Redeemable
Warrants pursuant to a Warrant Agreement dated as of May 1994 (the "Warrant
Agreement"). The IPO Underwriter's Redeemable Warrants issuable upon exercise of
the IPO Underwriter's Warrants are identical to the Redeemable Warrants, except
that the initial exercise price of the IPO Underwriter's Redeemable Warrants was
equal to $10.08. The following discussion of certain terms and provisions of the
IPO Underwriter's Redeemable Warrants is qualified in its entirety by reference
to the detailed provisions of the Warrant Agreement, the form of which has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part.
Each IPO Underwriter's Redeemable Warrant initially entitled the holder to
purchase one share of Common Stock at a price of $10.08 (the "Purchase Price")
until May 20, 1999 (the "Expiration Date"), and is redeemable by the Company at
a redemption price of $.20 at any time after May 20, 1995 on not less than 30
days' prior written notice, provided that the closing sale price of the Common
Stock on the primary exchange on which the Common Stock is traded (if then
traded on a national securities exchange) or the average closing bid price for
such shares in the over-the-counter market as reported by the Nasdaq Stock
Market (if then traded in the over-the-counter market), for a period of 20
consecutive trading days ending within 10 days prior to the date of the notice
of redemption delivered by the Company has been at least $10.50 per share. The
IPO Underwriter's Redeemable Warrants will be entitled to the benefit of
adjustments in the Purchase Price and in the number of shares of Common Stock
and/or other securities deliverable upon the exercise thereof in the event of
certain stock dividends, stock splits, reclassification, reorganizations,
consolidations or mergers and upon certain issuances of shares of Common Stock,
or securities convertible into or exercisable for shares of Common Stock, at a
price per share below the
- 14 -
<PAGE> 17
exercise price of the IPO Underwriter's Redeemable Warrants. As a result of
certain issuances and sales of Common Stock (and securities exercisable for
shares of Common Stock) by the Company below the Purchase Price, each IPO
Underwriter's Redeemable Warrant will be exercisable for approximately 1.08
shares of Common Stock (129,646 shares in the aggregate) at a Purchase Price of
$9.33 per share.
On or after the Expiration Date, the IPO Underwriter's Redeemable Warrants
become wholly void and of no value. The Company may at any time extend the
Expiration Date of all outstanding IPO Underwriter's Redeemable Warrants for
such increased period of time as it may determine. The IPO Underwriter's
Redeemable Warrants may be exercised at the office of Continental Stock Transfer
and Trust Company. If any IPO Underwriter's Redeemable Warrants are called for
redemption, such IPO Underwriter's Redeemable Warrants must be exercised prior
to the close of business on the last business day before the date of such
redemption or the right to purchase the applicable shares of Common Stock is
forfeited.
No holder, as such, of IPO Underwriter's Redeemable Warrants shall be
entitled to vote or receive dividends or be deemed the holder of shares of
Common Stock for any purpose whatsoever until such IPO Underwriter's Redeemable
Warrants have been duly exercised and the Purchase Price has been paid in full.
Holders of the IPO Underwriter's Redeemable Warrants will have the right
to exercise the IPO Underwriter's Redeemable Warrants to purchase shares of
Common Stock only if a current prospectus relating to such shares is then in
effect and only if the shares are qualified for sale under the securities laws
of the state or states in which the various holders of the IPO Underwriter's
Redeemable Warrants reside. The Company has undertaken to use its best efforts
to maintain the effectiveness of the Registration Statement of which this
Prospectus is a part so as to permit the purchase and sale of the Common Stock
underlying the IPO Underwriter's Redeemable Warrants, but there can be no
assurance that the Company will be able to do so. Although the IPO Underwriter's
Redeemable Warrants were not knowingly sold by the Company to purchasers in
jurisdictions in which the IPO Underwriter's Redeemable Warrants are not
registered or otherwise qualified for sale, purchasers may buy IPO Underwriter's
Redeemable Warrants in the aftermarket or may move to jurisdictions in which the
shares of Common Stock issuable upon exercise of the IPO Underwriter's
Redeemable Warrant are not so registered or qualified. In this event, the
Company would be unable to issue the shares of Common Stock to those persons
desiring to exercise their IPO Underwriter's Redeemable Warrants unless and
until the shares of Common Stock could be qualified for sale in jurisdictions in
which such purchasers reside, or an exemption from such qualification exists in
such jurisdiction. No assurances can be given that the Company will be able to
effect any required registration or qualification. The IPO Underwriter's
Redeemable Warrants may be deprived of any value if a current prospectus
covering the shares issuable upon the exercise thereof is not kept effective or
if such Common Stock is not qualified or exempt from qualification in the
jurisdiction in which the holders of the IPO Underwriter's Redeemable Warrants
reside.
As a result of the Warrants being outstanding, the Company may be deprived
of favorable opportunities to obtain additional equity capital, if it should
then be needed, for its business. See "Risk Factors -- Impact of Redeemable
Warrants.
LEGALITY OF COMMON STOCK
The validity of the issuance of the shares of Common Stock offered hereby
is being passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., Boston, Massachusetts.
EXPERTS
The balance sheets of the Company as of December 31, 1995 and 1994 and the
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1995, and related schedule,
- 15 -
<PAGE> 18
incorporated by reference in this Prospectus and Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein and upon the authority of that
firm as experts in accounting and auditing.
In October 1995, The Financial Accounting Standards Board issued SFAS
No. 123, "Accounting for Stock-Based Compensation," which established financial
accounting and reporting standards for stock-based employee compensation plans.
Companies are encouraged, rather than required, to adopt a new method that
accounts for stock compensation awards based on their fair value using an
option pricing model. Companies that do not adopt this new method will be
required to make pro forma footnote disclosure of net income as if the fair
value-based method of accounting required by SFAS No. 123 has been applied.
The Company is required to adopt SFAS No. 123 beginning in 1996. Adoption of
this pronouncement is not expected to have a material impact on the Company's
financial position or results of operations because the Company intends to make
pro forma footnote disclosure instead of adopting the new accounting method.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Section 13 or 15(d) of the 1934 Act (File
Number 0-23668).
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996, filed pursuant to Section 13 or 15(d) of the 1934 Act
(File No. 0-23668).
(c) The Company's Current Report on Form 8-K for the December 19, 1995
event.
(d) The Company's Current Report on Form 8-K for the March 14, 1996 event.
(e) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-23668) filed with the
Commission on May 6, 1994, including amendments or reports filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities covered by this Prospectus have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
- 16 -
<PAGE> 19
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
<TABLE>
The following expenses incurred in connection with the sale of the
securities being registered will be borne by the Registrant. Other than the
registration fee, the amounts stated are estimates.
<S> <C>
Registration Fees $ 5,453
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 5,000
Blue Sky Fees and Expenses 15,000
Miscellaneous 4,547
-------
TOTAL $50,000
=======
</TABLE>
Item 15. Indemnification of Officers and Directors
- ---------------------------------------------------
The Company's Restated Articles of Organization and its Restated By-Laws
provide for indemnification of all persons permitted by the Massachusetts
Business Corporation Law to the maximum extent permitted thereby. In addition,
the Company's Restated Articles of Organization limit the liability of directors
to the maximum extent permitted by the Massachusetts Business Corporation Law.
Massachusetts law permits a corporation's articles of organization to provide
that the directors of a Massachusetts corporation will not be personally liable
to such corporation or its stockholders for monetary damages for breach of their
fiduciary duties as directors, except for liability (i) for any breach of their
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, or for certain loans to officers and directors of
the corporation that are not repaid, as provided in Section 61 and Section 62,
respectively, of the Massachusetts Business Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit.
The indemnification provisions relating to officers and directors of the
Registrant are as follows:
Article 6B of the Registrant's Amended and Restated Charter provides as
follows:
B. Limitation of Liability of Directors
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) with
respect to any transaction from which the director derived an improper personal
benefit.
The provisions of this Article shall not eliminate or limit the liability
of a director of this Corporation for any act or omission occurring prior to the
date on which this Article became effective, provided, however, that neither any
provision of this Article nor the adoption of this Article shall affect the
effectiveness of any predecessor provision of these Restated Articles of
Organization pertaining to the elimination or limitation of the liability of a
director of this Corporation for any act or omission occurring prior to the date
on which this Article shall adversely affect the rights and protection afforded
to a director of this Corporation under this Article for acts or omissions
occurring prior to such amendment or repeal.
II-1
<PAGE> 20
If the Massachusetts Business Corporation Law is subsequently amended to
further eliminate or limit the personal liability of directors or to authorize
corporation action to further eliminate or limit such liability, then the
liability of the directors of this Corporation shall, without any further action
of the Board of Directors or the stockholders of this Corporation, be eliminated
or limited to the fullest extent permitted by the Massachusetts Business
Corporation Law as so amended.
ARTICLE V, Section 9 of the Registrant's Restated By-Laws provides as
follows:
(a) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, agent, partner or trustee of
another corporation, including, without limitation, any corporation or other
entity of which a majority of any class of equity security is owned directly or
indirectly, by the Corporation (a "Subsidiary") or any Affiliate of the
Corporation as such term is defined in Rule 12b-2 of the General Rules and
Regulations under the 1934 Act or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, agent, partner
or trustee or in any other capacity while serving as a director, officer,
employee, agent, partner or trustee shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Massachusetts Business
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including, without limitations, attorneys fees, judgments,
fines, ERISA excise taxes or penalties, costs of investigation and preparation
of defense and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
expect as provided in Section (c) hereof with respect to proceedings to enforce
rights of indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
(b) Advance of Expenses. The right to indemnification conferred in Section
(a) of this Section 9 shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
an advancement of expenses incurred by an indemnitee shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 9 or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections (a) and (b) of this Section 9 shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
(c) Right of Indemnitee to Bring Suit. If a claim under Section (a) or (b)
of this Section 9 is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be thirty days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If the indemnitee is
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set
II-2
<PAGE> 21
forth in the Massachusetts Business Corporation Law. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Massachusetts Business Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section 9 or otherwise shall be on the Corporation.
(d) Rights Not Exclusive. The rights to indemnification and to the
advancement of expenses conferred in this Section 9 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Articles of Organization, these By-Laws, or any
agreement, vote of stockholders or disinterested directors or otherwise.
(e) Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise, including, without limitation, any Subsidiary or Affiliate or any
employee benefit plan, against any expense, liability or loss, whether or not
the Corporation would have the power to indemnity such person against expense,
liability or loss under the Massachusetts Business Corporation Law. The
Corporation's obligation to provide indemnification under this Section 9 shall
be offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the Corporation or
any other person.
(f) Employees and Agents. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the Corporation or
any Subsidiary or Affiliate to the fullest extent of the provisions of this
Section 9 with respect to the indemnification of the advancement of expenses to
directors and officers of the Corporation.
(g) Agreements. The Corporation may, to the extent authorized from time to
time by the Board of Directors, enter into agreements with any director,
officer, employee or agent of the Corporation or any Subsidiary or Affiliate to
the fullest extent of the provisions of this Section 9 with respect to the
indemnification of and advancement of expenses to such person
(h) Amendment. Without the consent of a person entitled to the
indemnification and other rights provided in this Section 9 (unless otherwise
required by the Massachusetts Business Corporation Law), no amendment modifying
or terminating such rights shall adversely affect such person's rights under
this Section 9 with respect to the period prior to such amendment.
(i) Savings Clause. If this Section 9 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnity each indemnitee as to any liabilities
and expenses with respect to any proceeding to the fullest extent permitted by
any applicable portion of this Section 9 that shall not have been invalidated
and to the fullest extent permitted by applicable law.
The Registrant has obtained insurance which insures the officers and
directors of the Registrant against certain losses and which insures the
Registrant against certain of its obligations to indemnity such officers and
directors.
II-3
<PAGE> 22
In addition, the Underwriting Agreement, the form of which is filed as
Exhibit 1 hereto, contains provisions for indemnification by the Underwriters of
the Registrant and its officers, directors and controlling stockholders against
certain liabilities under the Securities Act.
The Amended and Restated Shareholders Agreement, as amended, the form of
which is filed as Exhibit 4.4 hereto, contains provisions for indemnification by
selling stockholders of the Registrant exercising their registration rights
thereunder of the Registrant and its officers, directors and controlling
stockholders against certain liabilities under the Securities Act.
Item 16. Exhibits.
- ------------------
Exhibit
Number Description
- ------ -----------
1 Form of Underwriting Agreement with Josephthal (previously filed)
4.1 Article 4 of the Form of Restated Articles of Organization
(previously filed)
4.2 Form of Common Stock Certificate (previously filed)
4.3 Form of Underwriter's Warrant Agreement to be entered into between
Registrant and Josephthal (previously filed)
4.4 Amended and Restated Shareholders Agreement dated as of August 17,
1989, as amended, among the Registrant, certain holders of Common
Stock and the holders of Preferred Stock (previously filed)
4.4A Amendment to Amended and Restated Shareholders Agreement
(previously filed)
4.5 Form of Warrant Agreement between the Registrant and Continental
Stock Transfer and Trust Company to be entered into upon the
consummation of the offering (previously filed)
4.6 Form of Redeemable Warrant Certificate (previously filed)
4.7 Form of Redeemable Warrant Certificate included in the IPO
Underwriter's Warrants (previously filed)
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the securities being registered
(previously filed)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5)
24 Power of Attorney (previously filed in Part II of this Registration
Statement)
Item 17. Undertakings.
- ----------------------
A. Rule 415 Offering
-----------------
The undersigned registrant hereby undertakes:
II-4
<PAGE> 23
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) ([section]230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
--------------------------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of
-------------------------------------------------------
Registration Statement on Form S-8
----------------------------------
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
II-5
<PAGE> 24
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement on Form
S-1, File No. 33-78440, to be signed on its behalf by the undersigned, thereunto
duly authorized, in Danvers, Massachusetts on May 23, 1996.
IBIS TECHNOLOGY CORPORATION
By: /s/ Geoffrey Ryding
------------------------------
Geoffrey Ryding,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement on
Form S-1, File No. 33-78440, has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
* Chairman of the Board of Directors May 23, 1996
- --------------------------- and Director
Richard Hodgson
/s/ Geoffrey Ryding President, Chief Executive Officer May 23, 1996
- --------------------------- (principal executive officer)
Geoffrey Ryding, Ph.D. and Director
/s/ Timothy J. Burns Chief Financial Officer, May 23, 1996
- --------------------------- (principal financial officer)
Timothy J. Burns
* Treasurer, Controller and Clerk May 23, 1996
- --------------------------- (principal accounting officer)
Debra L. Carroll
* Director May 23, 1996
- ---------------------------
Peter H. Rose, Ph.D.
II-6
<PAGE> 25
Signatures Title Date
- ---------- ----- ----
* Director May 23, 1996
- ---------------------------
Ted R. Dintersmith
* Director May 23, 1996
- ---------------------------
Gordon Baty
*By: /s/ Geoffrey Ryding
---------------------------
Geoffrey Ryding, Ph.D., as
attorney-in-fact
II-7
<PAGE> 26
IBIS TECHNOLOGY CORPORATION
---------------------------
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
Exhibit Sequential
Number Description Page No.
------ ----------- --------
1 Form of Underwriting Agreement with Josephthal
(previously filed)
4.1 Article 4 of the Form of Restated Articles
of Organization (previously filed)
4.2 Form of Common Stock Certificate
(previously filed)
4.3 Form of Underwriter's Warrant Agreement
to be entered into between Registrant and
Josephthal (previously filed)
4.4 Amended and Restated Shareholders Agreement
dated as of August 17, 1989, as amended,
among the Registrant, certain holders of
Common Stock and the holders of Preferred
Stock (previously filed)
4.4A Amendment to Amended and Restated
Shareholders Agreement (previously filed)
4.5 Form of Warrant Agreement between the
Registrant and Continental Stock Transfer
and Trust Company to be entered into upon
the consummation of the offering (previously filed)
4.6 Form of Redeemable Warrant Certificate (previously
filed)
4.7 Form of Redeemable Warrant Certificate included
in the IPO Underwriter's Warrants (previously filed)
5 Opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., with respect to the legality
of the securities being registered (previously filed)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. (see Exhibit 5)
24 Power of Attorney (previously filed in Part II of this
Registration Statement)
II-8
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ibis Technology Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-3 of Ibis Technology Corporation of our report dated January 19, 1996,
relating to the balance sheets of Ibis Technology Corporation as of December
31, 1995 and 1994, and the related statements of operations, stockholders'
equity (deficit), and cash flows for each of the years in the three-year period
ended December 31, 1995, and related schedule, which report appears in the
annual report on Form 10-K of Ibis Technology Corporation, and to the reference
to our firm under the heading "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
May 22, 1996
