<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
IBIS TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2987600
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
32 Cherry Hill Drive
Danvers, MA 01923
(508) 777-4247
(Address of Principal Executive Offices)
IBIS TECHNOLOGY CORPORATION 1993 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
PLAN
(Full titles of the plans)
GEOFFREY RYDING, PH.D., 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)
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered(1) per share(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.008 par value 315,500 $6.95 $2,192,725 $ 757
184,500 $6.75 $1,245,375 $ 430
------- ------
500,000 $1,187
====================================================================================================================================
<FN>
(1) The number of shares of common stock, par value $.008 per share ("Common Stock"), stated above consists of the
aggregate number of shares which may be sold upon the exercise of options which have been granted and/or may hereafter be
granted under the Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan (the "Plan"). The
maximum number of shares which may be sold upon the exercise of such options granted under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the
number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of
Rule 457(h) under the Securities Act as follows: (i) in the case of shares of Common Stock which may be purchased upon
exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and
(ii) in the case of shares of Common Stock for which options have not yet been granted and the option price of which is
therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the
Common Stock on the National Market System of the National Association of Securities Dealers Automated Quotation System
(NASDAQ) as of a date (July 25, 1996) within 5 business days prior to filing this Registration Statement.
====================================================================================================================================
</TABLE>
Exhibit Index on p. II-6
<PAGE> 2
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Explanatory Note. In accordance with the instructional Note to Part I
of Form S-8 as promulgated by the Securities and Exchange Commission (the
"Commission"), the information specified by Part I of Form S-8 has been omitted
from this Registration Statement on Form S-8 for offers of Common Stock pursuant
to the Plan. This Registration Statement on Form S-8 hereby registers 500,000
new shares of Common Stock pursuant to the Plan. A Registration Statement on
Form S-8 (No. 33-81452) registering an aggregate of 635,479 shares of Common
Stock under the Registrant's 1988 Stock Option Plan and the Plan was filed with
the Commission on July 12, 1994.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- --------------------------------------------------------
The following documents filed by the Registrant 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.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(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 Company's Current Report on Form 8-K for the May 22, 1996
event.
(f) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-13078) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own an
aggregate of approximately 600 shares of Common Stock and 600 Redeemable
Warrants (each Redeemable Warrant is currently exercisable for approximately
1.04 shares of Common Stock at a price of $8.08 per share, subject to certain
anti-dilution provisions contained in the Redeemable Warrants).
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Incorporated herein by reference from Registration Statement on Form
S-1, No. 333-1174.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
Item 8. Exhibits.
- -----------------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
II-1
<PAGE> 4
Item 9. Undertakings.
- ---------------------
(a) The undersigned Registrant hereby undertakes:
(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 Securities Act of 1933;
(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, represents
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 (a)(1)(i) and (a)(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 Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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
II-2
<PAGE> 5
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 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
The Registrant. 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-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Danvers, Massachusetts on
July 31, 1996.
IBIS TECHNOLOGY CORPORATION
By /s/ Geoffrey Ryding
----------------------------
Geoffrey Ryding, Ph.D., President
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Geoffrey Ryding, Timothy J. Burns and Debra L. Carroll, or any of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him or her and in his or
her name, place and stead, and in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 of Ibis Technology
Corporation (including post-effective amendments), or any other registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his or her substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
II-4
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard Hodgson
- -------------------------- Chairman of the July 31, 1996
Richard Hodgson Board of Directors
and Director
/s/ Geoffrey Ryding
- -------------------------- President, Chief Executive July 31, 1996
Geoffrey Ryding, Ph.D. Officer, and Director
(principal executive
officer)
/s/ Timothy J. Burns
- -------------------------- Chief Financial Officer and July 31, 1996
Timothy J. Burns Operations Manager
(principal financial
officer)
/s/ Debra L. Carroll
- -------------------------- Controller, Treasurer, July 31, 1996
Debra L. Carroll and Clerk (principal
accounting officer)
/s/ Peter H. Rose
- -------------------------- Director July 31, 1996
Peter H. Rose, Ph.D.
/s/ Ted R. Dintersmith
- -------------------------- Director July 31, 1996
Ted R. Dintersmith, Ph.D.
II-5
<PAGE> 8
IBIS TECHNOLOGY CORPORATION
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
- ------- -----------
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.2 to
Registration Statement on Form S-1, as amended, No. 333-1174,
and incorporated herein by reference).
(4.2) Article 4 of Restated Articles of Organization (Filed as
Exhibit 4.1 to Registration Statement on Form S-1, as amended,
No. 333-1174, and incorporated herein by reference).
(4.3) Restated By-Laws (Filed as Exhibit 3.2 to Registration
Statement on Form S-1, as amended, No. 333-1174, and
incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(10.1) Ibis Technology Corporation 1993 Employee, Director and
Consultant Stock Option Plan (Filed as Exhibit 10.15 to
Registration Statement on Form S-1, as amended, No. 333-1174,
and incorporated herein by reference).
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of KPMG Peat Marwick LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement.)
II-6
<PAGE> 1
EXHIBIT 5
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
July 31, 1996
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, Massachusetts 01923
Gentlemen:
We have acted as counsel to Ibis Technology Corporation, a
Massachusetts corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement"), pursuant to which the
Company is registering under the Securities Act of 1933, as amended, a total of
500,000 shares (the "Shares") of its common stock, $.008 par value per share
(the "Common Stock"). This opinion is being rendered in connection with the
filing of the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Articles of Organization and Restated By-Laws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
Members of our firm own an aggregate of approximately six hundred (600)
shares of Common Stock and six hundred (600) Redeemable Warrants. Richard A.
Goldman, Assistant Clerk of the Company, is a member of our firm.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that (i) the Shares have been duly and validly
authorized by the Company and (ii) the Shares, when sold, will have been duly
and validly issued, fully paid and non-assessable shares of the Common Stock.
Our opinion is limited to the laws of the Commonwealth of
Massachusetts, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
<PAGE> 2
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Ibis Technology Corporation
July 31, 1996
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ibis Technology Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
July 29, 1996
