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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JULY 24, 1997
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IBIS TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-23668 04-2987600
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
32 CHERRY HILL DRIVE, DANVERS, MASSACHUSETTS 01923
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 777-4247
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ITEM 5. OTHER EVENTS.
On July 24, 1997, the Registrant publicly disseminated a press release
announcing that it has provided notice (the "Notice of Redemption") that it will
redeem in whole its publicly traded Common Stock Purchase Warrants (Nasdaq:
IBISW) on August 26, 1997 (the "Redemption Date"), at the redemption price of
$0.20 per Warrant, unless such Warrants are exercised by 5:00 p.m. New York
time on August 25, 1997. The information contained in the press release and the
Notice of Redemption is incorporated herein by reference and said documents are
filed as Exhibit 99.1 and Exhibit 99.2, respectively, hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated July 24, 1997.
99.2 Notice of Redemption of Redeemable Common Stock Purchase Warrants
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IBIS TECHNOLOGY CORPORATION
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(Registrant)
Date: July 24, 1997 /s/ Timothy Burns
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Timothy Burns
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit Sequential
Number Description Page Number
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<S> <C> <C>
99.1 The Registrant's Press Release 5
dated July 24, 1997
99.2 Notice of Redemption of 6
Redeemable Common Stock
Purchase Warrants
</TABLE>
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EXHIBIT 99.1
CONTACT:
Timothy Burns John P. Kehoe / Van Negris
Ibis Technology Corporation Kehoe, White, Savage & Co., Inc.
(508) 777-4247 (212) 888-1616
FOR IMMEDIATE RELEASE
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IBIS TECHNOLOGY CORPORATION ANNOUNCES REDEMPTION OF WARRANTS
DANVERS, MA -- JULY 24, 1997 -- Ibis Technology Corporation (NASDAQ:IBIS), today
announced that it has provided notice that it will redeem in whole the Company's
publicly traded Common Stock Purchase Warrants (Nasdaq:IBISW) on August 26, 1997
(the "Redemption Date"), at the redemption price of $0.20 per Warrant. If a
registered Warrantholder desires to exercise warrants, such holder must do so by
surrendering the duly completed and executed certificate evidencing the Warrants
accompanied by the exercise price therefore. The exercise of Warrants is subject
to state securities law restrictions. All Warrants are required to be
surrendered to Continental Stock Transfer & Trust Company ("the Warrant Agent")
for receipt no later than 5:00 p.m. New York time on August 25, 1997, the
business day prior to the Redemption Date. Warrantholders may contact the
Warrant Agent, Continental Stock Transfer & Trust Company (212/509-4000), for
additional information concerning the exercise and redemption of Warrants. Any
Warrants not exercised by August 25, 1997 will be entitled only to the
redemption price of such Warrants, and the holder thereof shall have forfeited
the right to so exercise.
Each Warrant currently entitles the holder thereof to acquire 1.044 shares of
the Company's Common Stock, par value $.008 per share (Nasdaq:IBIS), at a price
of $8.05 per share. A copy of the Company's prospectus relating to the Common
Stock and Warrants can be obtained from the Warrant Agent.
Ibis Technology Corporation is an advanced materials company which supplies
SIMOX-SOI wafers to the semiconductor industry. SIMOX-SOI wafers are
silicon-on-insulator wafers which enable the production of integrated circuits
with significant advantages over circuits constructed on bulk silicon or
epitaxial wafers. The Company produces SIMOX-SOI wafers on advanced proprietary
Ibis 1000 oxygen implantation equipment, utilizing proprietary processing
technologies which the Company believes will enable it to produce SIMOX-SOI
wafers for demanding high volume commercial applications.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OF QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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EXHIBIT 99.2
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The Right to Exercise Warrants Expires on August 25, 1997, at 5:00
P.M. New York City Time.
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IBIS TECHNOLOGY CORPORATION
32 Cherry Hill Drive
Danvers, Massachusetts 01923
(508) 777-4247
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NOTICE OF REDEMPTION OF REDEEMABLE
COMMON STOCK PURCHASE WARRANTS
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July 24, 1997
To the Holders of Publicly Traded Redeemable
Common Stock Purchase Warrants
of Ibis Technology Corporation:
NOTICE IS HEREBY GIVEN pursuant to Section 9 of that certain Warrant
Agreement, dated as of May 20, 1994 (the "Warrant Agreement"), between Ibis
Technology Corporation (the "Company") and Continental Stock Transfer & Trust
Company (the "Warrant Agent"), that the Company will redeem all of its
outstanding publicly traded Redeemable Common Stock Purchase Warrants (the
"Warrants") on August 26, 1997 (the "Redemption Date"), at a redemption price of
$.20 per Warrant. Accordingly, holders of Warrants desiring to exercise their
Warrants must do so prior to the Exercise Termination Time (as such term is
defined below).
As a result of the occurrence of certain previous events which
triggered the anti-dilution provisions of the Warrants, each Warrant currently
entitles the registered holder thereof to acquire 1.044 shares of the Company's
common stock, $.008 par value per share (the "Common Stock"), at a price of
$8.05 per share. In lieu of having the Company redeem a registered holder's
Warrants, such registered holder shall have the right, exercisable in the manner
provided in the Warrant Agreement, to exercise such holder's Warrants. On July
16, 1997, the average closing bid price for the Company's Common Stock as
reported by the Nasdaq National Market for 20 consecutive trading days exceeded
$10.50 per share.
THE RIGHT TO EXERCISE THE WARRANTS SHALL TERMINATE AT 5:00 P.M., NEW
YORK CITY TIME, ON AUGUST 25, 1997 (THE "EXERCISE TERMINATION TIME"). Any holder
who wishes to exercise its, his or her Warrants must exercise such Warrants
prior to the Exercise Termination Time.
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The Warrants may be exercised upon surrender of the certificates
evidencing the Warrants with the "Subscription Form" on the reverse side of the
certificate filled out and executed as indicated, accompanied by the payment of
the full exercise price for the shares of Common Stock being acquired upon the
exercise of the Warrant, all of which must be received by the Warrant Agent on
or prior to the Exercise Termination Time at the following address:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
(212) 509-4000
While the Warrants permit the payment to be made in the form of cash or
certified check, it is suggested that cash not be used as a form of payment.
CHECKS SHOULD BE MADE PAYABLE TO "CONTINENTAL STOCK TRANSFER & TRUST COMPANY
AGENT IBIS TECHNOLOGY CORPORATION." Upon exercise of the Warrants, fractional
shares shall be treated pursuant to Section 4(c) of the Warrant Agreement.
Holders exercising their Warrants must fill out and execute the
Subscription Form exactly as indicated, including completing the number of
Warrants being exercised and providing their Social Security number or tax
identification number.
If a holder elects not to exercise its, his or her Warrants by the
Exercise Termination Time, such holder shall receive payment thereafter of the
redemption price of $.20 per Warrant by delivery of the certificate or
certificates representing the Warrants to the Warrant Agent at the above
address. Upon the Warrant Agent's receipt of a certificate or certificates
representing Warrants not being exercised or not exercised by the Exercise
Termination Time, the Warrant Agent will mail a check for the aggregate
redemption price of the Warrants evidenced thereby to the registered holder of
the Warrants at the address specified by such holder, or if no address is so
specified, at the last address of the holder as shall then appear on the records
of the Warrant Agent.
The method of delivery of certificates representing Warrants to the
Warrant Agent is at the election and risk of the holder, but delivery will be
deemed effective only when actually received by the Warrant Agent. If such
delivery is by mail, it is suggested that the holder use properly insured
registered mail with return receipt requested.
Josephthal Lyon & Ross Incorporated is the Company's exclusive
third-party warrant solicitation agent and shall receive the commission
contemplated by Section 4(b) of the Warrant Agreement, subject to the conditions
contained therein.
Inquiries and requests for assistance may be directed to your broker or
other advisors, or to Ibis Technology Corporation, 32 Cherry Hill Drive,
Danvers, Massachusetts 01923, ATTENTION: Timothy J. Burns, Chief Financial
Officer, (508) 777-4247. WARRANT CERTIFICATES AND PAYMENTS OF THE EXERCISE PRICE
SHOULD NOT BE SENT TO THE COMPANY; THEY SHOULD BE SENT DIRECTLY TO THE WARRANT
AGENT AT THE ADDRESS SET FORTH ABOVE.
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The Company reserves full discretion to determine whether the
documentation with respect to exercised Warrants is complete and generally to
determine all questions as to exercise, including the date and hour of receipt
of an exercise, the propriety of execution of any document and other questions
as to the eligibility or acceptability of any exercise. The Company reserves the
right to reject any exercise not set in proper form or to waive any
irregularities or conditions, and the Company's interpretation of these
instructions will be final. All improperly exercised Warrants will be returned,
unless irregularities are waived, without cost to the exercising warrantholder.
HOLDERS OF WARRANTS ARE ENCOURAGED TO CONTACT THEIR BROKERS OR OTHER
ADVISORS REGARDING THE WARRANT REDEMPTION.
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