<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20569
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 1996 Commission file number 0-23668
------------- -------
Ibis Technology Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2987600
- -------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Cherry Hill Drive, Danvers, MA 01923
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(508) 777-4247
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
5,169,352 shares of Common Stock, par value $.008, were outstanding on
August 5, 1996.
Total Number of Pages: 37
---------
Exhibit Index at Page 16
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1
<PAGE> 2
IBIS TECHNOLOGY CORPORATION
INDEX
PART 1 - FINANCIAL INFORMATION PAGE
- ------------------------------- NUMBER
Item 1 - Financial Statements:
Balance Sheets
December 31, 1995 and June 30, 1996 ..................... 3
Statements of Operations
Three Months Ended June 30, 1995 and 1996 ................ 4
and Six Months Ended June 30, 1995 and 1996
Statements of Cash Flows
Six Months Ended June 30, 1995 and 1996 .................. 5
Notes to Financial Statements ................................ 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 7
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings ......................................... 13
Item 2 - Changes in Securities ..................................... 13
Item 3 - Defaults upon Senior Securities ........................... 13
Item 4 - Submission of Matters to a Vote of Security Holders ....... 13
Item 5 - Other Information ......................................... 13
Item 6 - Exhibits and Reports on Form 8-K .......................... 13
Signatures ......................................................... 15
Exhibit Index ...................................................... 16
2
<PAGE> 3
<TABLE>
IBIS TECHNOLOGY CORPORATION
BALANCE SHEETS
<CAPTION>
(UNAUDITED)
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
<S> <C> <C>
ASSETS:
- ------
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 2,279,852 $ 11,798,964
Accounts receivable, net ........................... 2,743,090 1,013,170
Inventories, net (note 3) .......................... 696,965 2,135,523
Prepaid expenses and other assets .................. 80,786 157,047
------------ ------------
Total current assets ....................... 5,800,693 15,104,704
------------ ------------
Property and equipment, net ........................ 4,803,179 5,762,801
Patents and other assets, net ...................... 354,229 362,094
------------ ------------
Total assets ............................... $ 10,958,101 $ 21,229,599
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
- ------------------------------------
CURRENT LIABILITIES:
Bank notes payable, current (note 4) ............... $ 372,507 $ --
Capital lease obligation, current .................. 817,746 811,325
Accounts payable ................................... 484,044 782,869
Accrued liabilities ................................ 423,569 463,334
Deferred revenue, current .......................... 239,433 1,315,388
------------ ------------
Total current liabilities .................. 2,337,299 3,372,916
------------ ------------
Bank notes payable, long-term (note 4) ............. 473,281 --
Capital lease obligation, noncurrent ............... 1,630,421 1,239,812
Other accrued liabilities .......................... 1,708,007 1,923,433
------------ ------------
Total liabilities .......................... 6,149,008 6,536,161
------------ ------------
STOCKHOLDERS' EQUITY (NOTE 5):
Undesignated preferred stock, $.01 par value .....
Authorized 2,000,000 shares; none issued ......... -- --
Common stock, $.008 par value ....................
Authorized 10,000,000 shares; issued 3,511,746 and
5,165,175 shares in 1995 and 1996, respectively 28,094 41,321
Additional paid-in capital ....................... 14,925,304 25,342,178
Accumulated deficit .............................. (10,112,457) (10,668,869)
Less: Deferred compensation and
notes receivable stockholders ................... (31,848) (21,192)
------------ ------------
Total stockholders' equity ................. 4,809,093 14,693,438
------------ ------------
Total liabilities and stockholders' equity . $ 10,958,101 $ 21,229,599
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
IBIS TECHNOLOGY CORPORATION
<TABLE>
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ----------------------------
1995 1996 1995 1996
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET SALES AND REVENUE:
Product sales ........................ $ 708,941 $1,099,400 $ 1,178,931 $2,390,388
Contract and other revenue ........... 280,325 111,611 578,310 524,394
Equipment revenue .................... -- 1,000,000 -- 1,240,000
---------- ---------- ----------- ----------
Total sales and revenue (note 2) 989,266 2,211,011 1,757,241 4,154,782
COST OF SALES AND REVENUE:
Cost of product sales ................ 925,841 971,562 1,896,363 2,031,531
Cost of contract and other revenue ... 83,290 35,249 229,287 57,261
Cost of equipment revenue ............ -- 750,000 -- 930,000
---------- ---------- ----------- ----------
Total cost of sales and revenue 1,009,131 1,756,811 2,125,650 3,018,792
---------- ---------- ----------- ----------
Gross profit (loss) ............ (19,865) 454,200 (368,409) 1,135,990
---------- ---------- ----------- ----------
OPERATING EXPENSES:
General and administrative ......... 322,254 367,426 619,820 722,422
Marketing and selling .............. 116,433 127,855 298,248 258,252
Research and development ........... 396,725 295,081 816,392 706,441
---------- ---------- ----------- ----------
Total operating expenses ....... 835,412 790,362 1,734,460 1,687,115
---------- ---------- ----------- ----------
Loss from operations ........... (855,277) (336,162) (2,102,869) (551,125)
---------- ---------- ----------- ----------
OTHER INCOME (EXPENSE):
Interest income .................... 52,040 160,016 99,735 206,243
Interest expense ................... (63,790) (96,771) (127,540) (209,202)
Other .............................. 1,427 715 1,798 (1,072)
---------- ---------- ----------- ----------
Total other income (expense) ... (10,323) 63,960 (26,007) (4,031)
---------- ---------- ----------- ----------
Loss before income taxes ....... (865,600) (272,202) (2,128,876) (555,156)
Income tax expense ................... -- -- (1,256) (1,256)
---------- ---------- ----------- ----------
Net loss ....................... $ (865,600) $ (272,202) $(2,130,132) $ (556,412)
========== ========== =========== ==========
Net loss per common share ............ $ (0.26) $ (0.05) $ (0.64) $ (0.13)
========== ========== =========== ==========
Weighted average number
of common shares outstanding ........ 3,378,004 5,009,467 3,348,512 4,264,107
========== ========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
IBIS TECHNOLOGY CORPORATION
<TABLE>
STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1995 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................... $(2,130,132) $ (556,412)
Depreciation and amortization .......................... 908,992 757,339
Amortization of deferred compensation .................. 12,175 10,656
Loss from sale of asset ................................ -- 1,788
Changes in operating assets and liabilities ............ (1,418,928) 1,845,072
----------- ------------
Net cash provided by (used in)
operating activities ............................. (2,627,893) 2,058,443
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net ............... (957,874) (1,692,012)
Decrease (increase) in other assets .................... 354,532 (34,602)
----------- ------------
Net cash used in investing activities .............. (603,342) (1,726,614)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable .............................. 515,111 --
Payments of bank notes payable ......................... (104,492) (845,788)
Payments of capital lease obligations .................. (288,433) (397,030)
Exercise of stock options
and issuance of warrants ............................. 19,223 43,952
Proceeds from sale of common stock,
net of issuance costs ................................ -- 10,386,149
----------- ------------
Net cash provided by financing activities ......... 141,409 9,187,283
----------- ------------
Net increase (decrease) in cash and cash equivalents (3,089,826) 9,519,112
Cash and cash equivalents, beginning of period ........... 5,134,494 2,279,852
----------- ------------
Cash and cash equivalents, end of period ................. $ 2,044,668 $ 11,798,964
=========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest ............... $ 80,693 $ 182,385
=========== ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
IBIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) INTERIM FINANCIAL STATEMENTS
- --------------------------------
The accompanying financial statements are unaudited, except for the
Balance Sheet as of December 31, 1995, and have been prepared by the Company in
accordance with generally accepted accounting principles.
The interim financial statements are unaudited, but in the opinion of
management include all adjustments which consist only of normal and recurring
adjustments, necessary for a fair presentation of its financial and results of
operations. Results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year. These financial
statements should be read in conjunction with the financial statements of the
Company as of and for the year ended December 31, 1995.
(2) REVENUE RECOGNITION
- -----------------------
Product sales are recognized upon shipment. Contract and equipment
revenue are recognized on the percentage-of-completion method. Other revenue
consists primarily of non-refundable net license fees received from the
sublicense of the Company's beam scanning system.
(3) INVENTORIES
- ---------------
<TABLE>
Inventories consist of the following:
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
----------- ----------
<S> <C> <C>
Raw materials................ $486,043 $ 475,342
Work in process.............. 15,323 46,830
Finished goods............... 195,599 231,454
Equipment in process......... - 1,381,897
-------- ----------
$696,965 $2,135,523
======== ==========
</TABLE>
(4) BANK NOTES PAYABLE:
- ----------------------
During May 1996, the Company paid off amounts outstanding under its
term loan totaling $721,619.
(5) CAPITALIZATION
- ------------------
On April 9, 1996, the Company completed a public offering of 1,600,000
shares of common stock at $7.25 per share. The Company's net proceeds from the
offering were approximately $10,386,000.
6
<PAGE> 7
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Ibis Technology Corporation ("Ibis" or the "Company") was formed in
October 1987 and commenced operations in January 1988. The Company's initial
activities consisted of producing and selling SIMOX wafers and conducting funded
and unfunded research and development activities. This research led to the
Company's development of a proprietary second generation implanter, the Ibis
1000, and to other proprietary process technology.
Until 1993, much of the Company's revenue was derived from research and
development contracts and sales of SIMOX wafers for military applications. Over
the past few years, there has been a shift in revenue to sales of SIMOX wafers
for commercial applications. For the six months ended June 30, 1996 and for the
fiscal year ended December 31, 1995, commercial product sales (measured in
dollar volume) represented 91% and 82%, respectively, of total product sales
compared with 23% of total product sales for the fiscal year ended December 31,
1991. To date, most customers of the Company that have purchased wafers for what
the Company believes are commercial applications have done so solely for the
purpose of characterizing and evaluating the wafers. Thus, historical sales are
not necessarily indicative of future operations because such sales would not be
considered of a recurring nature.
The Company currently has three oxygen implanters on-line (the Ibis
1000 production implanter and two NV-200s) and is currently constructing four
additional Ibis 1000 implanters, one of which will be primarily dedicated to
Motorola's production requirements and another of which is intended to be sold
to a semiconductor manufacturer to supplement its internal requirements. The
demand for material produced by the Ibis 1000 currently exceeds supply, whereas
the older NV-200 implanters have surplus capacity. This current capacity
constraint will continue to present a major challenge until the second Ibis 1000
production unit is in production, which is anticipated to be in the third
quarter of 1996. Two additional implanters are anticipated to be in operation in
the first quarter of 1997. As the Company expands its production capacity in
anticipation of expected increases in demand, it is anticipated that gross
margins on product sales will initially be adversely affected until the
implanters operate at or near full capacity. There can be no assurance that the
Company will succeed in attracting a sufficient number of customers and/or
orders for SIMOX wafers to offset such production costs or that the Company will
succeed over its competition.
RESULTS OF OPERATIONS
SECOND QUARTER ENDED JUNE 30, 1996 COMPARED TO SECOND QUARTER ENDED
JUNE 30, 1995
PRODUCT SALES. Total revenue for the second quarter ended June 30,
1996, was $2,211,011, an increase of $1,221,745 or 123.5% from total revenue of
$989,266 for the second quarter ended June 30, 1995. Product sales increased to
$1,099,400 for the second quarter ended June 30, 1996, an increase of $390,459
or 55.1% from $708,941 for the second quarter ended June 30, 1995. Product sales
for commercial applications increased approximately 103% over the prior fiscal
quarter. The increase in product sales is attributable to the increased
commercial demand and a higher average sales price per wafer for the second
quarter of 1996 compared to 1995, due to larger wafer sizes.
7
<PAGE> 8
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CONTRACT AND OTHER REVENUE. Contract and other revenue decreased for
the second quarter ended June 30, 1996 to $111,611 from $280,325 for the second
quarter ended June 30, 1995, a decrease of $168,714 or 60.2%. This decrease
resulted from decreased government contract backlog. Government contracts are
subject to negotiated overhead rates, and work performed under government
contracts is subject to audit and retroactive adjustments of amounts paid to the
Company. The Company has been audited by the Defense Contract Audit Agency
("DCAA") in connection with the Company's 1990 through 1995 overhead and general
and administrative rates. It has been determined that retroactive adjustments of
amounts previously paid to the Company are not material.
EQUIPMENT REVENUE. Equipment revenue for the second quarter ended June
30, 1996 was $1,000,000. This represents revenue recognized using the
percentage-of-completion method in connection with the sale of an Ibis 1000
implanter to a major semiconductor manufacturer to supplement its internal
requirements.
TOTAL COST OF REVENUE. Cost of product sales for the second quarter
ended June 30, 1996 was $971,562, as compared to $925,841 for the second quarter
ended June 30, 1995, an increase of $45,721 or 4.9%. Cost of contract and other
revenue for the second quarter ended June 30, 1996 was $35,249, as compared to
$83,290 for the second quarter ended June 30, 1995, a decrease of $48,041, or
57.7%. Cost of equipment revenue for the second quarter ended June 30, 1996 was
$750,000. The increase in cost of revenue results primarily from increases in
cost of equipment revenue, materials, including the cost to add epitaxy to
wafers, and wafer processing payroll and fringes as a result of operating
implanters extra shifts. The gross margin for all sales was 20.5% for the second
quarter ended June 30, 1996, as compared to a negative gross margin of 2% for
the second quarter ended June 30, 1995. The gross margin significantly improved
for the second quarter ended June 30, 1996 primarily due to more effective
utilization of the production capacity, which consists primarily of fixed costs,
caused by a 55.1% increase in product sales, and profit recognized on equipment
sales. In addition, depreciation expense decreased 30% from the prior year
quarter due to the write-off of the prototype implanter in the third quarter of
1995.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the second quarter ended June 30, 1996 were $367,426 (or 16.6% of
total revenue) as compared to $322,254 (or 32.6% of total revenue) for the
second quarter ended June 30, 1995. The increase is due to increases in investor
relations expenses, transfer agent fees, and training costs.
MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the
second quarter ended June 30, 1996 were $127,855 (or 5.8% of total revenue) as
compared to $116,433 (or 11.8% of total revenue) for the second quarter ended
June 30, 1995, an increase of $11,422 or 9.8%. The increase in marketing and
selling expenses is primarily a result of additional personnel. Other marketing
and selling expenses remained relatively stable.
RESEARCH AND DEVELOPMENT. Internally funded research and development
expenses decreased by $101,644, or 25.6%, to $295,081 (or 13.3% of total
revenue) for the second quarter ended June 30, 1996, as compared to $396,725 (or
40.1% of total revenue) for the second quarter ended June 30, 1995. The decrease
is primarily a result of certain personnel's time and effort being deployed and
capitalized in connection with the Ibis 1000 implanter machines in process
during the second quarter of 1996.
8
<PAGE> 9
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LOSS FROM OPERATIONS. The loss from operations for the second quarter
ended June 30, 1996 was $336,162 as compared to a loss of $855,277 for the
second quarter ended June 30, 1995. The decrease in loss from operations
primarily resulted from the 123.5% increase in revenue combined with improved
gross margins and reduced operating expenses.
OTHER INCOME (EXPENSE). Total other income for the second quarter ended
June 30, 1996 was $63,960 as compared to total other expense of $10,323 for the
second quarter June 30, 1995. Total other income is a result of interest income
earned on the proceeds from the April 1996 public offering, which was offset by
interest on capitalized leases and notes payable.
LOSS BEFORE INCOME TAXES. The loss before income taxes was $272,202 for
the second quarter ended June 30, 1996, as compared to $865,600 for the second
quarter ended June 30, 1995.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
PRODUCT SALES. Total revenue for the six months ended June 30, 1996,
was $4,154,782, an increase of $2,397,541 or 136.4% from total revenue of
$1,757,241 for the six months ended June 30, 1995. Product sales increased to
$2,390,388 for the six months ended June 30, 1996, an increase of $1,211,457 or
102.8% from $1,178,931 for the six months ended June 30, 1995. Product sales for
commercial applications increased approximately 2.9 times over the prior six
month period. The increase in product sales is attributable to the increased
commercial demand and a higher average sales price per wafer for the six months
ended June 30, 1996 compared to 1995, due to larger wafer sizes. In addition, in
the first quarter of 1995 substantially all of the product sales were generated
on the older NV-200 implanters as the production Ibis 1000 was placed in service
in the second quarter of 1995.
CONTRACT AND OTHER REVENUE. Contract and other revenue decreased for
the six months ended June 30, 1996 to $524,394 from $578,310 for the six months
ended June 30, 1995, a decrease of $53,916 or 9.3%. This decrease resulted from
decreased government contract backlog which was offset by the receipt of
non-refundable net license fees for the Company's proprietary beam scanning
system for certain applications other than oxygen implantation. Government
contracts are subject to negotiated overhead rates, and work performed under
government contracts is subject to audit and retroactive adjustments of amounts
paid to the Company. The Company has been audited by the Defense Contract Audit
Agency ("DCAA") in connection with the Company's 1990 through 1995 overhead and
general and administrative rates. It has been determined that retroactive
adjustments of amounts previously paid to the Company are not material.
EQUIPMENT REVENUE. Equipment revenue for the six months ended June 30,
1996 was $1,240,000. This represents revenue recognized using the
percentage-of-completion method in connection with the sale of an Ibis 1000
implanter to a major semiconductor manufacturer to supplement its internal
requirements.
TOTAL COST OF REVENUE. Cost of product sales for the six months ended
June 30, 1996 was $2,031,531 as compared to $1,896,363 for the six months ended
June 30, 1995, an increase of $135,168 or 7.1%. Cost of contract revenue for the
six months ended June 30, 1996 was $57,261, as compared to $229,287 for the six
months ended
9
<PAGE> 10
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
June 30, 1995, a decrease of $172,026, or 75.0%. Cost of equipment revenue for
the six months ended June 30, 1996 was $930,000. The increase in cost of revenue
results primarily from increases in cost of equipment revenue, materials,
including the cost to add epitaxy to wafers, and wafer processing payroll and
fringes as a result of operating implanters extra shifts. The gross margin for
all sales was 27.3% for the six months ended June 30, 1996, as compared to a
negative gross margin of 21.0% for the six months ended June 30, 1995. The gross
margin significantly improved for the six months ended June 30, 1996 primarily
due to more effective utilization of the production capacity, which consists
primarily of fixed costs, caused by a 102.8% increase in product sales, and
profit recognized on equipment sales. In addition, depreciation expense
decreased 23% due to the write-off of the prototype implanter in the third
quarter of 1995.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the six months ended June 30, 1996 were $722,422 (or 17.4% of total
revenue) as compared to $619,820 (or 35.3% of total revenue) for the six months
ended June 30, 1995. The increase is due to increases in investor relations and
consulting expenses, transfer agent fees, amortization expense relating to lease
warrants and training costs.
MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the
six months ended June 30, 1996 were $258,252 (or 6.2% of total revenue) as
compared to $298,248 (or 17.0 % of total revenue) for the six months ended June
30, 1995, a decrease of $39,996 or 13.4%. The decrease in marketing and selling
expenses is a result of the accrual of severance costs for a former Vice
President of Marketing in the first quarter of 1995. Other marketing and selling
expenses remained relatively stable.
RESEARCH AND DEVELOPMENT. Internally funded research and development
expenses decreased by $109,951, or 13.5%, to $706,441 (or 17.0% of total
revenue) for the six months ended June 30, 1996, as compared to $816,392 (or
46.5% of total revenue) for the six months ended June 30, 1995. The decrease is
primarily a result of certain personnel's time and effort being deployed and
capitalized in connection with the Ibis 1000 implanter machines in process
during the six months ended June 30, 1996.
LOSS FROM OPERATIONS. The loss from operations for the six months ended
June 30, 1996 was $551,125 as compared to a loss of $2,102,869 for the six
months ended June 30, 1995. The decrease in loss from operations primarily
resulted from the 136.4% increase in revenue combined with improved gross
margins and reduced operating expenses.
OTHER INCOME (EXPENSE). Total other expense for the six months ended
June 30, 1996 was $4,031 as compared to $26,007 for the six months ended June
30, 1995. The decrease in total other expense is due to interest income earned
on proceeds from the April 1996 public offering, which was offset by increased
interest expense on capitalized leases.
LOSS BEFORE INCOME TAXES. The loss before income taxes was $555,156 for
the six months ended June 30, 1996, as compared to $2,128,876 for the six months
ended June 30, 1995.
10
<PAGE> 11
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
On April 9, 1996, the Company completed a public offering of 1,600,000
shares of common stock at $7.25 per share. The Company's net proceeds were
approximately $10,386,000, after deducting approximately $1,214,000 for
Underwriting discounts, commissions and other associated expenses.
As of June 30, 1996, the Company had cash and cash equivalents of
$11,798,964. During the six months ended June 30, 1996, the Company generated
$2,058,443 in cash from operating activities as compared to cash used by
operations in the amount of $2,627,893 for the same period in 1995. Depreciation
and amortization expense for the six months ended June 30, 1996 and 1995 was
$757,339 and $908,992, respectively. This accounted for 18.2% and 51.7% of total
revenue, respectively. Due to the capital intensive nature of the Company's
business and the anticipated expansion of its production capacity, management
expects that depreciation and amortization will continue to be a significant
portion of its expenses. To date, the Company's working capital requirements
have been funded through debt and equity financings, equipment lines of credit,
a working capital line of credit, a term loan, sale leaseback arrangements,
collaborative relationships and government contracts. The principal uses of cash
were to fund the Company's operations, construction of Ibis 1000's and other
additions to property and equipment. As of June 30, 1996, the Company had
invested approximately $13.4 million in property and equipment. At June 30,
1996, the Company had commitments to purchase approximately $1.9 million in
material or subassemblies to be used to manufacture additional Ibis 1000 oxygen
implanters.
The Company has a bank credit facility that consists of a $2 million
term loan for equipment purchases and a $1.5 million revolving line of credit
for working capital purposes. Borrowings under the line of credit are limited to
a percentage of eligible accounts receivable. As of June 30, 1996, the Company
could borrow up to approximately $700,000 under the line of credit. The proceeds
from the term loan portion of this borrowing facility are available to fund
purchases of capital equipment. The line of credit is available for working
capital needs related to the Company's anticipated increase in wafer processing
activities. During the second quarter of 1996, the Company paid off amounts
outstanding under the term loan totaling $721,619 and there were no amounts
outstanding under the line of credit. Both facilities mature August 31, 1996 and
the Company does not intend to extend either facility at this time.
During the first quarter of 1996, a major semiconductor manufacturer
issued a purchase order to Ibis for the purchase of one Ibis 1000 implanter and
as of June 30, 1996, has made advance payments to the Company equaling
approximately 37% of the purchase price. During the second quarter of 1996 the
Company finalized a definitive agreement with respect to the purchase of the
implanter and possible current purchases of additional implanters. The agreement
provides that the use of the implanter by this manufacturer and its ability to
sell SIMOX wafers will be subject to certain restrictions.
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's
existing cash resources (including the proceeds from the April 1996 public
offering), together with funds generated from operations, are believed to be
sufficient to support the Company's operations on their anticipated scale for
two years. Management of the Company currently believes that this anticipated
scale of operations will include additional Ibis 1000 oxygen implanters (in
addition to its three oxygen implanters currently
11
<PAGE> 12
IBIS TECHNOLOGY CORPORATION
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
on-line: the production Ibis 1000 and two NV-200s), the purchase of support
equipment and expansion of the Company's facilities. The new implanters are
expected to be transferred to production at various times, beginning in the
third quarter of 1996.
EFFECTS OF INFLATION
The Company believes that over the past three years inflation has not
had a significant impact on the Company's sales or operating results.
BUSINESS OUTLOOK
The Form 10-Q contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. 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. Such factors and uncertainties include, but are not limited to, the
uncertainty that the performance advantages of SIMOX wafers will be realized
commercially or that a commercial market for SIMOX wafers will continue to
develop; the dependence by the Company on key customers (during 1993, 1994 and
1995, revenues from four customers averaged in the aggregate between 39% and 55%
of the Company's revenues, so that 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); the loss of the services
of one or more of the Company's key individuals, which could have a material
adverse impact on the Company; the development of competing or superior
technologies and products from manufacturers, many of which have substantially
greater financial, technical and other resources than the Company; the Company's
lack of experience in producing commercial quantities of its products at
acceptable costs; the Company's ability to develop and maintain strategic
alliances for the manufacturing, marketing and distribution of its products; the
cyclical nature of the semiconductor industry, which has negatively affected the
Company's sales of SIMOX wafers during industry downturns and which could
continue to do so in the future; the limited availability of critical materials
and components for wafer products and implanters, as a shortage of such
materials and components or a significant increase in the price thereof could
have a material adverse effect on the Company's business and results of
operations; the availability of additional capital to fund expansion on
acceptable terms, if at all; and general economic conditions.
12
<PAGE> 13
IBIS TECHNOLOGY CORPORATION
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
-----------------
None
Item 2 - Changes in Securities
---------------------
None
Item 3 - Defaults upon Senior Securities
-------------------------------
None
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on May 16,
1996. The following matters were voted upon at the meeting:
(1) Two persons were elected to the Board of Directors of the Company
to serve for a term ending in 1999 and until their successors are duly
elected and qualified. The following is a table setting forth the
number of votes cast for and withheld for each nominee for Director:
Name Vote For Vote Withheld
---- -------- -------------
Gordon Baty 3,156,786 6,830
Peter H. Rose 3,156,786 6,830
Richard Hodgson and Geoffrey Ryding continue to serve as Directors for
a term which expires in 1997 and Ted R. Dintersmith continues to serve
as Director for a term which expires in 1998, and until their
successors are duly elected and qualified.
(2) The stockholders of the Company ratified the appointment of KPMG
Peat Marwick LLP as the Company's independent public accountants for
the fiscal year ending December 31, 1996. This proposal was approved
with 3,142,717 votes for, 16,299 votes against and 4,600 abstentions.
(3) The stockholders of the Company approved the adoption of an
amendment to the 1993 Employee, Director and Consultant Stock Option
Plan to increase by 500,000 the aggregate number of shares for which
stock options may be granted under the Plan. This proposal was approved
with 1,943,420 votes for, 77,199 votes against, 17,900 abstentions and
1,125,097 broker non-votes.
Item 5 - Other Information
-----------------
None
13
<PAGE> 14
IBIS TECHNOLOGY CORPORATION
PART II
OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits furnished as Exhibits hereto:
* 10.1 Equipment Purchase Master Agreement dated as of May 22, 1996
between the Company and a leading semiconductor
manufacturer (previously filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K (File No. 0-13078)
filed under the Securities Exchange Act of 1934 on June 5,
1996, and incorporated herein by reference).
10.15 Ibis Technology Corporation 1993 Employee, Director and
Consultant Stock Option Plan, as amended on May 16, 1996.
10.31 Contract dated May 25, 1994, between the Company and the
Defense Nuclear Agency, as amended on March 29, 1996.
11 Statement regarding computation of per share loss.
27 Financial Data Schedule
------------------
* Confidential Treatment has been requested as to portions of this
document and a confidential treatment request has been filed
separately with the Securities and Exchange Commission.
(b) The Company filed a Current Report on Form 8-K for the May 22, 1996
event with the Securities and Exchange Commission reporting the public
dissemination of a press release announcing that it had entered into an
Equipment Purchase Master Agreement (the "Agreement") for the sale, by
the Company, of its proprietary Ibis 1000 oxygen implanters to a
leading semiconductor manufacturer (the "Manufacturer").
14
<PAGE> 15
IBIS TECHNOLOGY CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ibis Technology Corporation
Date: August 8, 1996 By: /s/ Debra L. Carroll
---------------------------
Debra L. Carroll
Controller and Treasurer
Date: August 8, 1996 By: /s/ Timothy J. Burns
---------------------------
Timothy J. Burns
Chief Financial Officer
15
<PAGE> 16
IBIS TECHNOLOGY CORPORATION
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
*10.1 Equipment Purchase Master Agreement dated as of May 22, 1996 between
the Company and a leading semiconductor manufacturer (previously
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
(File No. 0-13078) filed under the Securities Exchange Act of 1934 on
June 5, 1996, and incorporated herein by reference).
10.15 Ibis Technology Corporation 1993 Employee, Director and Consultant
Stock Option Plan (filed as Exhibit 10.15 to the Company's
Registration Statement filed on Form S-1, File No. 333-1174), as
amended on May 16, 1996 (filed herewith). 17
10.31 Contract, dated May 25, 1994, between the Company and Defense Nuclear
Agency (filed as Exhibit 10.31 to the Company's Registration Statement
filed on Form S-1, File No. 333-1174), as amended on March 29, 1996
(filed herewith). 34
11 Statement regarding computation of per share loss. 36
27 Financial Data Schedule
- --------------------
<FN>
* Confidential Treatment has been requested as to portions of this
document and a confidential treatment request has been filed
separately with the Securities and Exchange Commission.
</TABLE>
16
<PAGE> 1
EXHIBIT 10.15
IBIS TECHNOLOGY CORPORATION
1993 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
[AS AMENDED MAY 16, 1996]
1. DEFINITIONS.
-----------
Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Ibis Technology Corporation 1993 Employee,
Director and Consultant Stock Option Plan, have the following meanings:
ADMINISTRATOR means the Board of Directors, unless it has delegated
power to act on its behalf to a committee. (See Paragraph 4)
AFFILIATE means a corporation which, for purposes of Section 424 of
the Code, is a parent or subsidiary of the Company, direct or
indirect.
BOARD OF DIRECTORS means the Board of Directors of the Company.
CODE means the United States Internal Revenue Code of 1986, as
amended.
COMMITTEE means the Committee to which the Board of Directors has
delegated power to act under or pursuant to the provisions of the
Plan.
COMMON STOCK means shares of the Company's common stock, $.01 par
value.
COMPANY means Ibis Technology Corporation, a Massachusetts
corporation.
DISABILITY or DISABLED means permanent and total disability as defined
in Section 22(e)(3) of the Code.
FAIR MARKET VALUE of a Share of Common Stock means:
(1) If the Common Stock is listed on a national securities
exchange or traded in the over-the-counter market and sales prices are
regularly reported for the Common Stock, either (a) the average of the
closing or last prices of the Common Stock on the Composite Tape or
other comparable reporting system for the ten (10) consecutive trading
days immediately preceding the
17
<PAGE> 2
applicable date or (b) the closing or last price of the Common Stock
on the Composite Tape or other comparable reporting system for the
trading day immediately preceding the applicable date, as the
Administrator shall determine.
(2) If the Common Stock is not traded on a national securities
exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading days
or day referred to in clause (1), and if bid and asked prices for the
Common Stock are regularly reported, either (a) the average of the
mean between the bid and the asked price for the Common Stock at the
close of trading in the over-the-counter market for the ten (10)
trading days on which Common Stock was traded immediately preceding
the applicable date or (b) the mean between the bid and the asked
price for the Common Stock at the close of trading in the
over-the-counter market for the trading day on which Common Stock was
traded immediately preceding the applicable date, as the Administrator
shall determine; and
(3) If the Common Stock is neither listed on a national
securities exchange nor traded in the over-the-counter market, such
value as the Administrator, in good faith, shall determine.
ISO means an option meant to qualify as an incentive stock option
under Code Section 422.
KEY EMPLOYEE means an employee of the Company or of an Affiliate
(including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by
the Administrator to be eligible to be granted one or more Options
under the Plan.
NON-QUALIFIED OPTION means an option which is not intended to qualify
as an ISO.
OPTION means an ISO or Non-Qualified Option granted under the Plan.
OPTION AGREEMENT means an agreement between the Company and a
Participant delivered pursuant to the Plan.
PARTICIPANT means a Key Employee, director or consultant to whom one
or more Options are granted under the Plan. As used herein,
"Participant" shall include "Participant's Survivors" where the
context requires.
18
<PAGE> 3
PARTICIPANT'S SURVIVORS means a deceased Participant's legal
representatives and/or any person or persons who acquired the
Participant's rights to an Option by will or by the laws of descent
and distribution.
PLAN means this Ibis Technology Corporation 1993 Employee, Director
and Consultant Stock Option Plan.
SHARES means shares of the Common Stock as to which Options have been
or may be granted under the Plan or any shares of capital stock into
which the Shares are changed or for which they are exchanged within
the provisions of Paragraph 3 of the Plan. The Shares issued upon
exercise of Options granted under the Plan may be authorized and
unissued shares or shares held by the Company in its treasury, or
both.
2. PURPOSES OF THE PLAN.
--------------------
The Plan is intended to encourage ownership of Shares by Key Employees,
directors and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the issuance of ISOs and
Non-Qualified Options.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
The number of Shares subject to this Plan as to which Options may be
granted from time to time shall be 750,000 or the equivalent of such number of
Shares after the Administrator, in its sole discretion, has interpreted the
effect of any stock split, stock dividend, combination, recapitalization or
similar transaction in accordance with Paragraph 16 of the Plan.
If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options under the Plan. Any Option shall be treated as "outstanding" until such
Option is exercised in full, or terminates or expires under the provisions of
the Plan, or by agreement of the parties to the pertinent Option Agreement.
19
<PAGE> 4
4. ADMINISTRATION OF THE PLAN.
--------------------------
The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to a Committee of the
Board of Directors. Following the date on which the Common Stock is registered
under the Securities and Exchange Act of 1934, as amended (the "1934 Act"), the
Plan is intended to comply in all respects with Rule 16b-3 or its successors,
promulgated pursuant to Section 16 of the 1934 Act with respect to Participants
who are subject to Section 16 of the 1934 Act, and any provision in this Plan
with respect to such persons contrary to Rule 16b-3 shall be deemed null and
void to the extent permissible by law and deemed appropriate by the
Administrator. Subject to the provisions of the Plan, the Administrator is
authorized to:
a. Interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;
b. Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees, directors
and consultants shall be granted Options;
c. Determine the number of Shares for which an Option or Options shall be
granted; and
d. Specify the terms and conditions upon which an Option or Options may
be granted;
provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Code Section 422 of those Options which are designated as ISOs.
Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Option granted under it
shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is other than the Board of Directors.
5. ELIGIBILITY FOR PARTICIPATION.
-----------------------------
The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time an Option
is granted. Notwithstanding any of the foregoing provisions, the Administrator
may authorize the grant of an Option to a person not then an employee, director
or consultant of the Company or of an Affiliate. The actual grant of such
Option, however, shall be conditioned upon such person becoming eligible to
become a Participant at or prior to the time of the execution of the Option
Agreement evidencing such Option. ISOs may be granted only to Key Employees.
Non-Qualified Options may be
20
<PAGE> 5
granted to any Key Employee, director or consultant of the Company or an
Affiliate. The granting of any Option to any individual shall neither entitle
that individual to, nor disqualify him or her from, participation in any other
grant of Options. In no event shall any Participant be granted, in any one year
period, Options to purchase more than 100,000 Shares (subject to appropriate
adjustments upon the occurrence of the events set forth in Paragraph 16)
pursuant to the Plan.
6. TERMS AND CONDITIONS OF OPTIONS.
-------------------------------
Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such conditions as the Administrator may deem appropriate
including, without limitation, subsequent approval by the stockholders of the
Company of this Plan or any amendments thereto. The Option Agreements shall be
subject to at least the following terms and conditions:
A. NON-QUALIFIED OPTIONS: Each Option intended to be a Non-Qualified
Option shall be subject to the terms and conditions which the
Administrator determines to be appropriate and in the best interest of
the Company, subject to the following minimum standards for any such
Non-Qualified Option:
a. Option Price: The option price (per share) of the Shares covered
by each Option shall be determined by the Administrator but shall
not be less than the par value per share of Common Stock.
b. Each Option Agreement shall state the number of Shares to which
it pertains;
c. Each Option Agreement shall state the date or dates on which it
first is exercisable and the date after which it may no longer be
exercised, and may provide that the Option rights accrue or
become exercisable in installments over a period of months or
years, or upon the occurrence of certain conditions or the
attainment of stated goals or events; and
d. Exercise of any Option may be conditioned upon the Participant's
execution of a Share purchase agreement in form satisfactory to
the Administrator providing for certain protections for the
Company and its other shareholders including requirements that:
i. The Participant's or the Participant's Survivors' right to
sell or transfer the Shares may be restricted; and
21
<PAGE> 6
ii. The Participant or the Participant's Survivors may be
required to execute letters of investment intent and must
also acknowledge that the Shares will bear legends noting
any applicable restrictions.
e. DIRECTORS' OPTIONS: Upon the adjournment of each Annual Meeting
or Special Meeting in Lieu of an Annual Meeting of the
stockholders of the Company (collectively, the "Annual Meeting"),
commencing upon the adjournment of the Annual Meeting to be held
in 1994, each person who is not an employee of the Company or of
an Affiliate who is serving as a Director of the Company upon the
adjournment of such Annual Meeting shall be granted a
Non-Qualified Option to purchase 1,000 Shares, provided, however,
a person who is not an employee of the Company or of an Affiliate
who is first elected to serve as a Director of the Company at any
meeting of stockholders other than the Annual Meeting or at any
meeting of the Board of Directors (or by the unanimous written
consent of the Directors) pursuant to the Company's Restated
Articles of Organization and its Restated By-Laws shall be
granted a Non-Qualified Option to purchase 1,000 Shares upon such
election. Each such Option shall (i) have an exercise price equal
to the Fair Market Value (per share) of the Shares on the date of
grant of the Option, (ii) have a term of ten (10) years, and
(iii) become exercisable immediately prior to the occurrence of
the Annual Meeting following the date the Option is granted.
Notwithstanding the provisions of Paragraph 23 concerning
amendment of the Plan, the provisions of this subparagraph shall
not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder.
B. ISOs: Each Option intended to be an ISO shall be issued only to a Key
Employee and be subject to at least the following terms and
conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Code
Section 422 and relevant regulations and rulings of the Internal
Revenue Service:
a. Minimum standards: The ISO shall meet the minimum standards
required of Non-Qualified Options, as described above, except
clause (a) thereunder.
b. Option Price: Immediately before the Option is granted, if the
Participant owns, directly or by reason of the applicable
attribution rules in Code Section 424(d):
22
<PAGE> 7
i. Ten percent (10%) OR LESS of the total combined voting power
of all classes of share capital of the Company or an
Affiliate, the Option price per share of the Shares covered
by each Option shall not be less than one hundred percent
(100%) of the Fair Market Value per share of the Shares on
the date of the grant of the Option.
ii. More than ten percent (10%) of the total combined voting
power of all classes of share capital of the Company or an
Affiliate, the Option price per share of the Shares covered
by each Option shall not be less than one hundred ten
percent (110%) of the said Fair Market Value on the date of
grant.
c. Term of Option: For Participants who own
i. Ten percent (10%) OR LESS of the total combined voting power
of all classes of share capital of the Company or an
Affiliate, each Option shall terminate not more than ten
(10) years from the date of the grant or at such earlier
time as the Option Agreement may provide;
ii. More than ten percent (10%) of the total combined voting
power of all classes of share capital of the Company or an
Affiliate, each Option shall terminate not more than five
(5) years from the date of the grant or at such earlier time
as the Option Agreement may provide.
d. Limitation on Yearly Exercise: The Option Agreements shall
restrict the amount of Options which may be exercisable in any
calendar year (under this or any other ISO plan of the Company or
an Affiliate) so that the aggregate Fair Market Value (determined
at the time each ISO is granted) of the stock with respect to
which ISOs are exercisable for the first time by the Participant
in any calendar year does not exceed one hundred thousand dollars
($100,000), provided that this subparagraph (e) shall have no
force or effect if its inclusion in the Plan is not necessary for
Options issued as ISOs to qualify as ISOs pursuant to Section
422(d) of the Code.
e. Limitation on Grant of ISOs: No ISOs shall be granted after the
date which is the EARLIER of ten (10) years from the date of the
adoption of the Plan by the Company and the date of the approval
of the Plan by the shareholders of the Company.
23
<PAGE> 8
7. EXERCISE OF OPTION AND ISSUE OF SHARES.
--------------------------------------
An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address, together with
provision for payment of the full purchase price in accordance with this
paragraph for the Shares as to which such Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such
written notice shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement.
Payment of the purchase price for the Shares as to which such Option is being
exercised shall be made (a) in United States dollars in cash or by check, or (b)
at the discretion of the Administrator, through delivery of shares of Common
Stock having a fair market value equal as of the date of the exercise to the
cash exercise price of the Option, determined in good faith by the
Administrator, or (c) at the discretion of the Administrator, by delivery of the
grantee's personal recourse note bearing interest payable not less than annually
at no less than 100% of the applicable Federal rate, as defined in Section
1274(d) of the Code, or (d) at the discretion of the Administrator, in
accordance with a cashless exercise program established with a securities
brokerage firm, and approved by the Administrator or (e) at the discretion of
the Administrator, by any combination of (a), (b), (c) and (d) above.
Notwithstanding the foregoing, the Administrator shall accept only such payment
on exercise of an ISO as is permitted by Section 422 of the Code.
The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation which requires the Company
to take any action with respect to the Shares prior to their issuance. The
Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.
The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 19) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
6(B)(e).
24
<PAGE> 9
8. RIGHTS AS A SHAREHOLDER.
-----------------------
No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and tender of the full purchase price for the Shares
being purchased pursuant to such exercise and registration of the Shares in the
Company's share register in the name of the Participant.
9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.
--------------------------------------------
By its terms, an Option granted to a Participant shall not be transferable
by the Participant other than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act or the rules thereunder,
provided, however, that the designation of a beneficiary of an Option by a
Participant shall not be deemed a transfer prohibited by this paragraph. Except
as provided in the preceding sentence, an Option shall be exercisable, during
the Participant's lifetime, only by such Participant (or by his or her legal
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Option or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon an Option, shall be null and void.
10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE".
-------------------------------------------------------
Except as otherwise provided in the pertinent Option Agreement, in the
event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised all Options, the following rules apply:
a. A Participant who ceases to be an employee, director or consultant of
the Company or of an Affiliate (for any reason other than termination
"for cause", Disability, or death for which events there are special
rules in Paragraphs 11, 12, and 13, respectively), may exercise any
Option granted to him or her to the extent that the Option is
exercisable on the date of such termination of service, but only
within such term as the Administrator has designated in the pertinent
Option Agreement.
b. In no event may an Option Agreement provide, if the Option is intended
to be an ISO, that the time for exercise be later than three (3)
months after the Participant's termination of employment.
c. The provisions of this Paragraph, and not the provisions of Paragraph
12 or 13, shall apply to a Participant who subsequently becomes
disabled or dies
25
<PAGE> 10
after the termination of employment, director status or consultancy,
provided, however, in the case of a Participant's death within three
(3) months after the termination of employment, director status or
consulting, the Participant's Survivors may exercise the Option within
one (1) year after the date of the Participant's death, but in no
event after the date of expiration of the term of the Option.
d. Notwithstanding anything herein to the contrary, if subsequent to a
Participant's termination of employment, termination of director
status or termination of consultancy, but prior to the exercise of an
Option, the Board of Directors determines that, either prior or
subsequent to the Participant's termination, the Participant engaged
in conduct which would constitute "cause" (as defined in Section
11(b)), then such Participant shall forthwith cease to have any right
to exercise any Option.
e. A Participant to whom an Option has been granted under the Plan who is
absent from work with the Company or with an Affiliate because of
temporary disability (any disability other than a permanent and total
Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such
absence, be deemed, by virtue of such absence alone, to have
terminated such Participant's employment, director status or
consultancy with the Company or with an Affiliate, except as the
Administrator may otherwise expressly provide.
f. Options granted under the Plan shall not be affected by any change of
employment or other service within or among the Company and any
Affiliates, so long as the Participant continues to be an employee,
director or consultant of the Company or any Affiliate, provided,
however, if a Participant's employment by either the Company or an
Affiliate should cease (other than to become an employee of an
Affiliate or the Company), such termination shall affect the
Participant's rights under any Option granted to such Participant in
accordance with the terms of the Plan and the pertinent Option
Agreement.
11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".
--------------------------------------------
Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all of his or her outstanding Options have been
exercised:
a. All outstanding and unexercised Options as of the date the Participant
is notified his or her service is terminated "for cause" will
immediately be forfeited, unless the Option Agreement provides
otherwise.
26
<PAGE> 11
b. For purposes of this Paragraph and Section 10(d), "cause" shall
include (and is not limited to) dishonesty with respect to the
employer, insubordination, substantial malfeasance or non-feasance of
duty, unauthorized disclosure of confidential information, and conduct
substantially prejudicial to the business of the Company or any
Affiliate. The determination of the Administrator as to the existence
of cause will be conclusive on the Participant and the Company.
c. "Cause" is not limited to events which have occurred prior to a
Participant's termination of service, nor is it necessary that the
Administrator's finding of "cause" occur prior to termination. If the
Administrator determines, subsequent to a Participant's termination of
service but prior to the exercise of an Option, that either prior or
subsequent to the Participant's termination the Participant engaged in
conduct which would constitute "cause", then the right to exercise any
Option is forfeited.
d. Any definition in an agreement between the Participant and the Company
or an Affiliate, which contains a conflicting definition of "cause"
for termination and which is in effect at the time of such
termination, shall supersede the definition in this Plan with respect
to such Participant.
12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.
-----------------------------------------------
Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:
a. To the extent exercisable but not exercised on the date of Disability;
and
b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights as would have
accrued had the Participant not become Disabled prior to the end of
the accrual period which next ends following the date of Disability.
The proration shall be based upon the number of days of such accrual
period prior to the date of Disability.
A Disabled Participant may exercise such rights only within a period of not
more than one (1) year after the date that the Participant became Disabled,
notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not become
disabled and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.
The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such
27
<PAGE> 12
procedure shall be used for such determination). If requested, the Participant
shall be examined by a physician selected or approved by the Administrator, the
cost of which examination shall be paid for by the Company.
13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
---------------------------------------------------------
Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant to whom an Option has been granted while the
Participant is an employee, director or consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant's Survivors:
a. To the extent exercisable but not exercised on the date of death; and
b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights which would have
accrued had the Participant not died prior to the end of the accrual
period which next ends following the date of death. The proration
shall be based upon the number of days of such accrual period prior to
the Participant's death.
If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.
14. PURCHASE FOR INVESTMENT.
-----------------------
Unless the offering and sale of the Shares to be issued upon the particular
exercise of an Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:
a. The person(s) who exercise such Option shall warrant to the Company,
prior to the receipt of such Shares, that such person(s) are acquiring
such Shares for their own respective accounts, for investment, and not
with a view to, or for sale in connection with, the distribution of
any such Shares, in which event the person(s) acquiring such Shares
shall be bound by the provisions of the following legend which shall
be endorsed upon the certificate(s) evidencing their Shares issued
pursuant to such exercise or such grant:
28
<PAGE> 13
"The shares represented by this certificate have been taken for
investment and they may not be sold or otherwise transferred by
any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be
effective under the Securities Act of 1933, as amended, or (b)
the Company shall have received an opinion of counsel
satisfactory to it that an exemption from registration under such
Act is then available, and (2) there shall have been compliance
with all applicable state securities laws.
b. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with
the 1933 Act without registration thereunder.
The Company may delay issuance of the Shares until completion of any action
or obtaining of any consent which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws).
15. DISSOLUTION OR LIQUIDATION OF THE COMPANY.
-----------------------------------------
Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised will
terminate and become null and void; provided, however, that if the rights of a
Participant or a Participant's Survivors have not otherwise terminated and
expired, the Participant or the Participant's Survivors will have the right
immediately prior to such dissolution or liquidation to exercise any Option to
the extent that the Option is exercisable as of the date immediately prior to
such dissolution or liquidation.
16. ADJUSTMENTS.
-----------
Upon the occurrence of any of the following events, a Participant's rights
with respect to any Option granted to him or her hereunder which have not
previously been exercised in full shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the written agreement between the
Participant and the Company relating to such Option:
A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of such Option shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend. The number
of Shares subject to options to be granted to directors pursuant to
29
<PAGE> 14
Subparagraph e of Paragraph 6(A) shall also be proportionately adjusted upon the
occurrence of such events.
B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all
Options must be exercised (either to the extent then exercisable or, at the
discretion of the Administrator, all Options being made fully exercisable for
purposes of this subsection), within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
Fair Market Value of the shares subject to such Options (either to the extent
then exercisable or, at the discretion of the Administrator, all Options being
made fully exercisable for purposes of this subsection) over the exercise price
thereof.
C. RECAPITALIZATION OR REORGANIZATION. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant upon exercising an Option shall be entitled to receive for the
purchase price paid upon such exercise the securities he or she would have
received if he or she had exercised such Option prior to such recapitalization
or reorganization.
D. MODIFICATION OF ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.
30
<PAGE> 15
17. ISSUANCES OF SECURITIES.
-----------------------
Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company.
18. FRACTIONAL SHARES.
-----------------
No fractional share shall be issued under the Plan and the person
exercising such right shall receive from the Company cash in lieu of such
fractional share equal to the Fair Market Value thereof.
19. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS:
---------------------------------------------
TERMINATION OF ISOs.
-------------------
The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISO's converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such termination.
20. WITHHOLDING.
-----------
In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Option holder's salary,
31
<PAGE> 16
wages or other remuneration in connection with the exercise of an Option or a
Disqualifying Disposition (as defined in Paragraph 21), the Option holder shall
advance in cash to the Company, or to any Affiliate of the Company which employs
or employed the Option holder, the amount of such withholdings unless a
different withholding arrangement, including the use of shares of the Company's
Common Stock, is authorized by the Administrator (and permitted by law),
provided, however, that with respect to persons subject to Section 16 of the
1934 Act, any such withholding arrangement shall be in compliance with any
applicable provisions of Rule 16b-3 promulgated under Section 16 of the 1934
Act. For purposes hereof, the fair market value of the shares withheld for
purposes of payroll withholding shall be determined in the manner provided in
Paragraph 1 above, as of the most recent practicable date prior to the date of
exercise. If the fair market value of the shares withheld is less than the
amount of payroll withholdings required, the Option holder may be required to
advance the difference in cash to the Company or the Affiliate employer. The
Administrator in its discretion may condition the exercise of an Option for less
than the then Fair Market Value on the Participant's payment of such additional
withholding.
21. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
----------------------------------------------
Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.
22. TERMINATION OF THE PLAN.
-----------------------
The Plan will terminate on the date which is ten (10) years from the
earlier of the date of its adoption and the date of its approval by the
stockholders of the Company. The Plan may be terminated at an earlier date by
vote of the stockholders of the Company; provided, however, that any such
earlier termination will not affect any Options granted or Option Agreements
executed prior to the effective date of such termination.
23. AMENDMENT OF THE PLAN AND AGREEMENTS.
------------------------------------
The Plan may be amended by the stockholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to
32
<PAGE> 17
qualify any or all outstanding Options granted under the Plan or Options to be
granted under the Plan for favorable federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422 of the Code, to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3, at such time, if any, as the Company
has a class of stock registered pursuant to Section 12 of the 1934 Act, and to
the extent necessary to qualify the shares issuable upon exercise of any
outstanding Options granted, or Options to be granted, under the Plan for
listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers. Any amendment approved by the
Administrator which is of a scope that requires stockholder approval in order to
ensure favorable federal income tax treatment for any incentive stock options or
requires stockholder approval in order to ensure the compliance of the Plan with
Rule 16b-3 at such time, if any, as the Company has a class of stock registered
pursuant to Section 12 of the 1934 Act, shall be subject to obtaining such
stockholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under
an Option previously granted to him or her. With the consent of the Participant
affected, the Administrator may amend outstanding Option Agreements in a manner
which may be adverse to the Participant but which is not inconsistent with the
Plan. In the discretion of the Administrator, outstanding Option Agreements may
be amended by the Administrator in a manner which is not adverse to the
Participant.
24. EMPLOYMENT OR OTHER RELATIONSHIP.
--------------------------------
Nothing in this Plan or any Option Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy or director status or to give any Participant a
right to be retained in employment or other service by the Company or any
Affiliate for any period of time.
25. GOVERNING LAW.
-------------
This Plan shall be construed and enforced in accordance with the law of The
Commonwealth of Massachusetts.
33
<PAGE> 1
<TABLE>
EXHIBIT 10.31
=============================================================================================================================
<S> <C> <C>
AMENDMENT OF SOLICITATION MODIFICATION OF CONTRACT 1 CONTRACT ID CODE PAGE OF PAGES
1 2
- -----------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)
P00002 N/A N/A
- -----------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE HD2001 7. ADMINISTERED BY (If other than Item 6) CODE S2202A
HEADQUARTERS DCMAO, BOSTON
DEFENSE NUCLEAR AGENCY (AM) 495 SUMMER STREET
6801 TELEGRAPH ROAD BOSTON, MA 02210
ALEXANDRIA, VA 22310-3398
(FOR: PROPERTY ADMINISTRATION AND PLANT
ATTN: DONYALE DESHAZO (703) 325-0847 CLEARANCE ONLY)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, state and ZIP Code) /X/ 9A. AMENDMENT OF SOLICITATION NO.
IBIS TECHNOLOGY CORPORATION ----------------------------------------
32A CHERRY HILL DRIVE 9B. DATED (SEE ITEM 11)
DANVERS MA 01923 --------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
/X/ DNA001-94-C-0043
- -------------------------------------------------------------------------------- ----------------------------------------
CODE OHOP1 FACILITY CODE 10B. DATED (SEE ITEM 13) 91 MAR 11
=============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
=============================================================================================================================
<S> <C>
/ / The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
/ / is extended, / / is not extended.
Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended,
by one of the following methods:
(a) By completing Items 8 and 15, and returning _________ copies of the amendment; (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you
desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
- -----------------------------------------------------------------------------------------------------------------------------
12. Accounting and Appropriation Data (If required)
N/A
=============================================================================================================================
<CAPTION>
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
/X/ A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
- -----------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.). SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
- -----------------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- -----------------------------------------------------------------------------------------------------------------------------
/X/ D. OTHER (Specify type of modification and authority)
Mutual Agreement of the Parties/Terms and Conditions of the Contract
- -----------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and return ________ copies to the issuing office.
- -----------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter
where feasible.)
SUBJECT: Extension of Performance Period
1. Contractor letter dated 96MAR07 is hereby incorporated by reference.
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF SIGNER (Type or print)
/s/ DEBRA L. CARROLL /s/ EDWARD L. ARCHER
CONTROLLER & TREASURER CONTRACTING OFFICER
- -----------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Debra L. Carroll 4/4/96 BY: /s/ Edward L. Archer 29 MAR 96
------------------------------------------- ---------------------------------
(Signature of person authorized to sign) (Signature of Contracting Officer
=============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NSN 7540-01-152-9070 Created using PerForm Pro software STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
</TABLE>
34
<PAGE> 2
2. The Total amount of this contract remains unchanged.
3. Under Section F, "DELIVERIES OR PERFORMANCE," make the follow change:
Under Paragraph 1, delete the date "TWENTY-EIGHT MONTHS THEREAFTER,"
and substitute with "THIRTY-ONE MONTHS THEREAFTER."
4. Under Section J, "LIST OF ATTACHMENTS," in Attachment 2, Contract Data
Requirements List (DD Form 1423), data items 2 and 4 are changed as follows:
CDRL Change Change
Item Description From To
---- ----------- ---- --
2 Draft Final 25 MAC 28 MAC
Report
4 Final Report 28 MAC 31 MAC
5. There are no other changes to the contract by reason of this
modification.
35
<PAGE> 1
IBIS TECHNOLOGY CORPORATION
<TABLE>
STATEMENT RE: COMPUTATION OF PER SHARE LOSS
EXHIBIT 11
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- --------------------------
1995 1996 1995 1996
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net loss reported ....................... $ (865,600) $ (272,202) $(2,130,132) $ (556,412)
========== ========== =========== ==========
Primary and fully diluted loss per share:
Weighted average common
shares outstanding ................... 3,378,004 5,009,467 3,348,512 4,264,107
========== ========== =========== ==========
Net loss per common share ............... $ (0.26) $ (0.05) $ (0.64) $ (0.13)
========== ========== =========== ==========
</TABLE>
36
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 11,798,964
<SECURITIES> 0
<RECEIVABLES> 1,013,170
<ALLOWANCES> 7,550
<INVENTORY> 2,135,523
<CURRENT-ASSETS> 15,104,704
<PP&E> 5,762,801
<DEPRECIATION> 5,345,991
<TOTAL-ASSETS> 21,229,599
<CURRENT-LIABILITIES> 3,372,916
<BONDS> 1,239,812
<COMMON> 41,321
0
0
<OTHER-SE> 14,652,117
<TOTAL-LIABILITY-AND-EQUITY> 21,229,599
<SALES> 3,630,388
<TOTAL-REVENUES> 4,154,782
<CGS> 2,961,531
<TOTAL-COSTS> 3,018,792
<OTHER-EXPENSES> 4,031
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 209,202
<INCOME-PRETAX> (555,156)
<INCOME-TAX> 1,256
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (556,412)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
