<PAGE>
- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on July 26, 1999.
Registration No.333-82497
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IBIS TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2987600
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
32 CHERRY HILL DRIVE
DANVERS, MASSACHUSETTS 01923
(978) 777-4247
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARTIN J. REID
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IBIS TECHNOLOGY CORPORATION
32 CHERRY HILL DRIVE
DANVERS, MASSACHUSETTS 01923
(978) 777-4247
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
WITH A COPY TO:
JONATHAN L. KRAVETZ, ESQUIRE
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 542-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment, check the X following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes two prospectuses: (i) a
prospectus supplement that relates to the proposed offering of 1,000,000
shares of common stock as described therein, currently planned to commence as
soon as practicable after the effective date of the Registration Statement,
and (ii) a base prospectus that relates to a shelf offering from time to time
by the Registrant of up to 2,000,000 shares of common stock. Upon completion
of the proposed offering covered by the prospectus supplement, 1,000,000
shares of common stock will remain available for offering from time to time
by the Registrant pursuant to the base prospectus for the shelf offering.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JULY 26, 1999
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY ___, 1999)
1,000,000 SHARES
[LOGO]
IBIS TECHNOLOGY CORPORATION
COMMON STOCK
We are selling 1,000,000 shares of common stock. Our common stock is
traded on the Nasdaq National Market under the symbol IBIS. On July 22, 1999,
the last reported sales price for our common stock was $32.50.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 2 OF THE PROSPECTUS.
<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Public offering price...................................................... $_____ $__________
Underwriting discounts..................................................... $_____ $__________
Proceeds, before expenses, to Ibis Technology.............................. $_____ $__________
</TABLE>
Delivery of the shares of common stock will be made on or about ___,
1999, against payment in immediately available funds.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SOUNDVIEW TECHNOLOGY GROUP
Prospectus Supplement dated ______________, 1999
<PAGE>
IN THIS PROSPECTUS SUPPLEMENT, "WE", "US", AND "OUR" REFER TO IBIS
TECHNOLOGY CORPORATION.
-----------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
<S> <C>
Prospectus Supplement Summary....................S-3
Use of Proceeds..................................S-5
Price Range of Common Stock......................S-5
Capitalization...................................S-6
Dilution.........................................S-6
Selected Financial Data..........................S-7
Business.........................................S-8
Management.......................................S-12
Forward Looking Statements.......................S-14
Underwriting.....................................S-14
Legal Matters....................................S-15
Experts..........................................S-15
</TABLE>
<TABLE>
<CAPTION>
PROSPECTUS PAGE
<S> <C>
The Company...................................... 3
Risk Factors..................................... 4
Where to Find More Information...................11
Incorporation of Documents by Reference..........11
Forward Looking Statements.......................12
Use of Proceeds..................................12
Dividend Policy..................................12
Plan of Distribution.............................12
Description of Securities........................14
Legal Matters....................................14
Experts..........................................14
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, THE PROSPECTUS OR THE DOCUMENTS INCORPORATED BY REFERENCE. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS
PROSPECTUS SUPPLEMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE
SECURITIES. THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT MAY ONLY BE ACCURATE
AS OF THE DATE OF THIS PROSPECTUS SUPPLEMENT.
S-2
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY
THIS SUMMARY IS QUALIFIED BY MORE DETAILED INFORMATION
APPEARING IN OTHER SECTIONS OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS
AND THE DOCUMENTS INCORPORATED BY REFERENCE. THE OTHER INFORMATION IS
IMPORTANT, SO PLEASE READ THIS ENTIRE PROSPECTUS SUPPLEMENT, THE
PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE CAREFULLY. YOU MUST
ALSO CONSULT THE MORE DETAILED FINANCIAL STATEMENTS, AND NOTES TO
FINANCIAL STATEMENTS, INCORPORATED BY REFERENCE IN THE PROSPECTUS. THE
PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT CONTAIN FORWARD-LOOKING
STATEMENTS AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED
IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS
DESCRIBED IN THE PROSPECTUS.
THE COMPANY
Ibis Technology Corporation develops, manufactures and markets
SIMOX-SOI implantation equipment and wafers for the worldwide
semiconductor industry. SIMOX, which stands for Separation by IMplantation
of OXygen, is a form of silicon-on-insulator, or SOI, technology that
creates an insulating barrier below the top surface of a silicon wafer.
Our proprietary Ibis 1000 oxygen implanter produces SIMOX-SOI wafers by
implanting oxygen atoms just below the surface of a silicon wafer to
create a very thin layer of silicon dioxide between the thin operating
region of the transistor at the surface and the underlying silicon itself.
The layer of silicon dioxide acts as an insulator for the devices etched
on the surface of the silicon wafer and reduces the electrical current
leakage which otherwise slows chip performance and increases the loss of
power during circuit operation. Through this process, our customers can
produce integrated circuits which we believe offer significant advantages
over circuits constructed on conventional silicon wafers, which advantages
include:
- improved microprocessing speed,
- reduced power consumption, and
- higher temperature operation.
These characteristics make SIMOX-SOI wafers, and the finished
integrated circuits, well-suited for many commercial applications,
including:
- servers and workstations,
- portable and desktop computers,
- wireless communications devices, such as laptop computers,
personal digital assistants and mobile phones,
- integrated optical components, and
- automotive electronics.
Ibis was incorporated in Massachusetts on October 7, 1987 and
commenced operations in January 1988. Our executive offices are located at
32 Cherry Hill Drive, Danvers, Massachusetts 01923 and our telephone
number is (978) 777-4247.
S-3
<PAGE>
RECENT DEVELOPMENTS
On July 23, 1999, we publicly disseminated a press release
announcing our results for the second quarter and first half of 1999.
Our revenues for the second quarter ended June 30, 1999
were $5,107,000, slightly less than the $5,304,000 reported in the
comparable quarter for 1998. For the first half of 1999, total revenues
increased 37 percent to $9,555,000 from $7,001,000 reported for the first
six months of 1998. The increase in revenues for the first six
months was due primarily to revenue derived from the recognition of
revenue from the sale of Ibis 1000 implanters and a 31 percent increase
in wafer product sales.
Net income for the second quarter of 1999 was $248,000 or $0.03
per share, compared to $86,000, or $0.01 per share, in the comparable
period for 1998. For the six months ended June 30, 1999, net income was
$494,000, or $0.07 per share, compared to a net loss of $823,000, or $0.12
per share, in the comparable period a year ago.
THE OFFERING
The number of shares to be outstanding after the offering
excludes 837,479 shares of common stock reserved for issuance upon
exercise of options and warrants outstanding as of June 30, 1999 with a
weighted average exercise price of $9.01 per share.
<TABLE>
<S> <C>
Shares we are offering.................................. 1,000,000 shares
Shares to be outstanding after the offering............. 8,004,081 shares
Use of proceeds......................................... To fund research and development,
capital expenditures, working capital
and for other general corporate
purposes.
Nasdaq National Market symbol........................... IBIS
</TABLE>
S-4
<PAGE>
USE OF PROCEEDS
We estimate our net proceeds from the offering to be $_____ based
on an assumed public offering price of $_____ per share. We currently
intend to use the net proceeds from the sale of our common stock to fund
research and development, capital expenditures, working capital and for
other general corporate purposes. Depending on our circumstances at the
time the net proceeds of this offering become available, if at all, we may
use these net proceeds for purposes other than those described above.
PRICE RANGE OF COMMON STOCK
Our common stock began trading on May 20, 1994 on the Nasdaq
SmallCap Market and on the Boston Stock Exchange. Prior to May 20, 1994,
there was no public market for our common stock or any of our other
securities. On April 4, 1996, we commenced trading on the Nasdaq National
Market System. Our common stock is traded under the symbol "IBIS". The
following table sets forth, for 1997 and 1998 and for the first three
quarters to date for 1999, the high and low sale prices for the common
stock as reported by the Nasdaq National Market System.
<TABLE>
<CAPTION>
COMMON STOCK
------------
HIGH LOW
---- ---
1997:
<S> <C> <C>
First Quarter.................................... $ 8.13 $ 5.13
Second Quarter................................... $ 11.88 $ 5.13
Third Quarter.................................... $ 12.88 $ 8.50
Fourth Quarter................................... $ 14.63 $ 7.00
1998:
First Quarter.................................... $ 11.88 $ 7.25
Second Quarter................................... $ 13.56 $ 9.38
Third Quarter.................................... $ 13.75 $ 7.69
Fourth Quarter................................... $ 11.69 $ 9.13
1999:
First Quarter.................................... $ 19.63 $ 9.88
Second Quarter................................... $ 33.50 $17.25
Third Quarter (through July 23, 1999)............ $ 32.50 $37.13
</TABLE>
S-5
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 1999:
- on an actual basis, and
- to reflect our receipt of the estimated net proceeds from the
sale of 1,000,000 shares of common stock at an assumed
offering price of $___ per share.
<TABLE>
<CAPTION>
March 31, 1999
-----------------------
Actual as Adjusted
------ -----------
(in thousands)
<S> <C> <C>
Long-term debt, less current portion...................................... $ 37 $ 37
--------- ----------
Stockholders' equity:
Preferred Stock, undesignated, $.01 par value; 2,000,000 shares
authorized, no shares issued or outstanding...................... -- --
Common Stock, $.008 par value; 20,000,000 shares authorized; shares
issued and outstanding: 6,924,443 actual; 7,924,443 as adjusted.. 55 63
Additional paid-in capital................................................ 36,905
Accumulated deficit....................................................... (15,810) (15,810)
--------- ----------
Total stockholders' equity....................................... 21,151
--------- ----------
Total capitalization............................................. $ 21,188 $
--------- ----------
--------- ----------
</TABLE>
The numbers in this table exclude 901,493 shares of common stock
reserved for issuance upon the exercise of options and warrants outstanding
as of March 31, 1999, which have a weighted average exercise price of $8.54
per share.
DILUTION
Our net tangible book value as of March 31, 1999 was $21 million,
or $3.04 per share of common stock. Net tangible book value per share
represents the amount of total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding. Assuming the
sale by us of 1,000,000 shares of common stock offered in this offering at
a public offering price of $_____ per share and the application of the
estimated net proceeds from this offering, our pro forma net tangible book
value as of March 31, 1999 would have been $____ million, or $____ per
share of common stock. This represents an immediate increase in pro forma
net tangible book value of $____ per share to our existing stockholders and
an immediate dilution in pro forma net tangible book value of $____ per
share to new investors. The following table illustrates the per share
dilution:
<TABLE>
<S> <C>
Public offering price per share................................................................$ ______
Net tangible book value per share as of March 31, 1999.....................$ 3.04
Pro forma increase attributable to new investors........................... ______
Pro forma net tangible book value per share after the offering................................. ______
Pro forma dilution per share to new investors..................................................$ ______
</TABLE>
S-6
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data presented for, and as of the end
of, each of the years in the three-year period ended December 31, 1998 are
derived from our audited financial statements. The selected financial data as of
March 31, 1999 and for the three months ended March 31, 1998 and 1999 are
derived from our unaudited financial statements, which, in the opinion of
management, include all normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations for the
unaudited periods. The data set forth below should be read in conjunction with
our financial statements, related notes and other financial information
incorporated by reference into the prospectus. The historical results are not
necessarily indicative of the operating results to be expected in the future.
<TABLE>
<CAPTION>
Years Ended December 31, Three Months Ended March 31,
------------------------ ----------------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(in thousands, except for per share data)
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C>
Product sales............................ $ 4,766 $ 3,389 $ 3,149 $ 1,007 $ 1,300
Contract and other revenue............... 887 3,285 1,284 490 358
Equipment revenue........................ 3,800 -- 11,033 200 2,790
--------- -------- -------- -------- --------
Total revenue........................ 9,453 6,674 15,466 1,697 4,448
--------- -------- -------- -------- --------
Costs of product sales................... 4,042 4,827 4,581 1,313 1,246
Cost of contract and other revenue....... 320 2,454 1,079 366 122
Cost of equipment revenue................ 2,625 -- 7,244 125 1,954
--------- -------- -------- -------- --------
Total cost of revenue................ 6,987 7,281 12,904 1,804 3,322
--------- -------- -------- -------- --------
Gross profit (loss).................. 2,466 (607) 2,562 (107) 1,126
--------- -------- -------- -------- --------
Operating expenses:
General and administrative........... 1,423 1,724 1,823 444 435
Marketing and selling................ 515 466 470 115 207
Research and development............. 1,477 1,435 1,972 382 386
--------- -------- -------- -------- --------
Total operating expenses............. 3,415 3,625 4,265 941 1,028
--------- -------- -------- -------- --------
Income (loss) from operations........ (949) (4,232) (1,703) (1,048) 98
--------- -------- -------- -------- --------
Total other income (expense)............. 110 296 538 140 149
-------- --------
Income (loss) before income taxes........ (839) (3,936) (1,165) (908) 247
Income tax expense....................... (1) (1) (1) (1) (1)
--------- -------- -------- -------- --------
Net income (loss)........................ $ (840) $ (3,937) $ (1,166) $ (909) $ 246
--------- -------- -------- -------- --------
--------- -------- -------- -------- --------
Net income (loss) per common share
- basic................. $ (.18) $ (.69) $ (.17) $ (.14) $ .04
--------- -------- -------- -------- --------
--------- -------- -------- -------- --------
- diluted............... $ (.18) $ (.69) $ (.17) $ (.14) $ .03
--------- -------- -------- -------- --------
--------- -------- -------- -------- --------
Weighted average common shares
outstanding - basic................. 4,722 5,710 6,760 6,671 6,878
- diluted............... 4,722 5,710 6,760 6,671 7,199
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, AT MARCH 31,
---------------------------- ---------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(in thousands)
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C>
Working capital.......................... $ 8,068 $ 17,249 $ 16,831 $ 11,844 $ 17,384
Total assets............................. 19,542 24,918 24,307 24,771 26,618
Long-term debt, less current portion..... 973 499 40 369 37
Total liabilities........................ 5,178 4,161 3,698 4,373 5,467
Stockholders' equity..................... 14,364 20,757 20,609 20,398 21,151
</TABLE>
We have computed net earnings (loss) per share on the basis described
for net earnings (loss) per common share in Note 2(g) of Notes to Financial
Statements in our Annual Report on Form 10-K for the year ended December 31,
1998.
S-7
<PAGE>
BUSINESS
COMPANY OVERVIEW
We develop, manufacture and market SIMOX-SOI implantation equipment and
wafers for the worldwide semiconductor industry. SIMOX, which stands for
Separation by IMplantation of OXygen, is a form of silicon-on-insulator, or SOI,
technology that creates a thin insulating layer in a silicon wafer. By isolating
a very thin top layer of silicon, which acts as the base for fabricating the
semiconductor integrated circuit of a chip, from a major part of the silicon
substrate, SOI processes allow integrated circuits to have higher frequency
operation and reduced power consumption. These characteristics make SOI wafers
well-suited for making integrated circuits that are used in many commercial
applications, including servers and workstations, portable and desktop
computers, wireless communications devices, optical components and automotive
electronics.
- --------------------------------------------------------------------------------
SOI: silicon-on-insulator is a semiconductor manufacturing technology in which
an insulating layer is created in a silicon wafer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIMOX: Separation by IMplantation of OXygen is an SOI technique whereby oxygen
is implanted below the top surface of a silicon wafer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WAFER: the round disk of silicon that is used as a base, or substrate, upon
which integrated circuits are fabricated.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTEGRATED CIRCUITS: or chips, are thousands or millions of transistors
fabricated on a small piece of silicon.
- --------------------------------------------------------------------------------
We manufacture and sell the oxygen implanters that are used to create
SIMOX-SOI wafers, as well as the SIMOX-SOI wafers themselves. Our implanter, the
Ibis 1000, is used by IBM, which is producing integrated circuits both for its
own products and for future customer applications. Some of our SIMOX-SOI wafer
customers include: Bookham Technology, Fujitsu, Honeywell, IBM, Mitsubishi,
Motorola and Sharp. We also maintain strategic alliances with some of the
world's leading semiconductor companies.
INDUSTRY OVERVIEW
For many years, the semiconductor industry has succeeded in achieving,
with remarkable regularity, dramatic improvements in the size, performance and
cost of integrated circuits. These improvements have been made possible through
continuing advances in chip design, through the use of different processing
techniques and, more recently, by using different conductive materials on the
silicon wafers. It is becoming more and more difficult to improve the
performance of a chip through feature size reduction, which means shrinking the
size of a chip's transistors and interconnecting circuitry. Therefore, making
chips that are smaller and faster and that consume less power is increasingly
being accomplished by using new techniques to isolate or enhance the basic
building block of an integrated circuit - the transistor. Among these new
techniques is silicon-on-insulator, or SOI.
SOI is a technique whereby a layer of insulating material, silicon
dioxide, is sandwiched between a layer of silicon and the underlying silicon
that makes up the rest of the wafer substrate. In integrated circuit production,
the transistors are fabricated on the surface of the top silicon layer.
Isolating the top layer, and, therefore, the transistors, from the rest of the
silicon substrate reduces the electrical current leakage that would otherwise
slow chip performance and increase the loss of power during circuit operation.
THE SOI ADVANTAGE
[graphics]
S-8
<PAGE>
The key advantages of SOI are the increase in operating performance and
the decrease in power consumption. IBM has found SOI technology to improve
performance by 25% to 35% - the equivalent of approximately two years of chip
design advances on conventional silicon. Decreased power consumption - shown to
be as much as 25% to 85% less - is a key benefit of SOI that makes the
technology well-suited for portable device applications such as laptop
computers, personal digital assistants and mobile phones. SOI-based devices can
also operate at higher temperatures than conventional silicon, which is
particularly critical in applications where the environment is harsh, such as in
automotive electronics.
There are several methods for creating SOI wafers. The two most
commercially available methods are SIMOX and bonded wafer techniques. In SIMOX,
the insulating layer is achieved by implanting oxygen atoms just below the
surface of the silicon wafer using an oxygen implanter such as the Ibis 1000.
Then, the wafer is heated at high temperature, or annealed, so that the
implanted oxygen becomes a uniform insulating layer of silicon dioxide. In the
bonding technique, an oxide layer is grown on the surface of each of two silicon
wafers. The wafers are then bonded together to form the sandwich of
silicon-oxide-silicon. Then one of the wafers must be split so that a very thin
silicon layer remains as the base for the transistors of a chip.
THE SIMOX PROCESS
[graphics]
First, we implant a layer of Then we heat at high temperature, or
oxygen ions anneal, to make the buried insulating
layer uniform
Of the two technologies, we believe the SIMOX method has cost and
quality advantages over the bonded technique, in part because of the fewer
number of steps required compared to the bonded process. SIMOX's lower cost
is a key advantage over bonded wafers, given that chip manufacturers wish
to minimize the premium paid for an SOI wafer versus a conventional silicon
wafer. Currently, SIMOX wafers are about three to six times the cost of
conventional silicon wafers. However, we expect the difference in price
between SIMOX and silicon wafers to decrease as production volume ramps up
and the industry continues the trend towards thinner insulating layers.
Due to the dramatic increases in performance yielded by SOI
wafers, IBM has publicly stated that it will utilize SOI in its next
generation PowerPC microprocessors. IBM is presently using SIMOX
technology.
OUR PRODUCTS
We develop, manufacture and market SIMOX-SOI implantation
equipment and wafers for the worldwide semiconductor industry. In 1998,
oxygen implantation equipment accounted for 71% of our revenue and
SIMOX-SOI wafers accounted for 20%.
IBIS 1000 - OUR PROPRIETARY OXYGEN IMPLANTER. Since 1989, we have
spent more than $16 million to develop our proprietary oxygen implanter,
the Ibis 1000, and advanced proprietary processing technologies that enable
us to produce SIMOX-SOI wafers capable of meeting the requirements of high
volume commercial applications. In 1996, we began selling our Ibis 1000
implanters to semiconductor manufacturers and in 1998 we experienced a
significant increase in this aspect of our business. Our Ibis 1000
implanter incorporates our proprietary beam scanning system and technology
that facilitates the presentation of wafers to ion beams. The Ibis 1000
currently handles four, five, six and eight inch wafers, operates under
vacuum lock and uses cassette loading and automated wafer handling. At
present, each Ibis
S-9
<PAGE>
1000 can produce between 5,000 and 24,000 wafers per year depending on the
wafer size and the type of wafer product produced. Our technology roadmap
includes the development of the next-generation oxygen implanter which will
include 12-inch, or 300 millimeter, wafer size capability and enhancements
to increase throughput, reduce production costs, improve user interface,
and simplify the assembly, shipping and installation of the machine at
customer sites. In addition, because we have complete production capability
to produce and test SIMOX-SOI wafers, we have a significant advantage in
enhancing the quality and reliability of the Ibis 1000 and in improving
manufacturing efficiencies.
SIMOX-SOI WAFERS. High quality SIMOX-SOI wafers are created by
using our proprietary Ibis 1000 oxygen implanter. In addition to the two
Ibis 1000 implanters used for SIMOX-SOI wafer production at Ibis, we own
and operate advanced wafer metrology and process equipment and clean room
facilities. We believe that our ability to produce SIMOX-SOI wafers
provides us with immediate feedback on the quality of our wafers and
greater opportunities to enhance quality and reliability of our oxygen
implantation equipment and improve manufacturing efficiency. In addition,
this ability can facilitate new process and product development and enables
us to be more responsive to customer requirements. Our SIMOX-SOI wafer
production capabilities have allowed us to establish a SIMOX-SOI wafer and
equipment business serving leading semiconductor companies and develop
leading edge SIMOX-SOI wafer products, such as our Advantox(R) product
line. Our Advantox(R) products have a thinner buried insulating layer which
reduces the time required in the implanter, thus reducing the cost of each
wafer and increasing the output of the Ibis 1000. This should eventually
allow us to reduce the incremental cost of our Advantox(R) products to one
to two times conventional silicon. We believe that this will expand the
number of applications to which SIMOX-SOI will be applied, specifically
high-volume, low cost portable electronics.
OUR STRATEGY
We seek to become the world leader in SIMOX-SOI technology with
the quality, cost and size required for mainstream commercial applications.
Our objective is to make our SIMOX-SOI wafers the preferred advanced
materials substrate for mainstream commercial applications. Key elements of
our strategy for achieving this objective include:
CAPITALIZING ON A FUNDAMENTAL TREND IN SEMICONDUCTOR
MANUFACTURING. Semiconductor manufacturers face an increasing demand for
faster speed, less power consumption, minimum soft error and smaller chip
size. These manufacturers prefer to satisfy the demand with minimal
additions or modifications to their existing equipment base. SIMOX-SOI
technology is a leading alternative to address this need. We plan to focus
on our key customers in the semiconductor industry who we expect to lead
the way in the adoption of SIMOX-SOI technology. We plan to continue to
focus a majority of our technical and marketing resources on these key
customers and continue with our joint development activities with all of
our customers.
PURSUING STRATEGIC MARKETING, MANUFACTURING AND DISTRIBUTION
ALLIANCES. We intend to continue to pursue relationships through which
third parties could distribute some of our products or could assist us in
research and development activities. As evidence of this strategy, we have
entered into business development agreements or strategic alliances with
Mitsubishi Materials Silicon, Motorola and Okmetic of Finland, a key
European silicon supplier. In addition, we are pursuing the possibility of
forming strategic partnerships with semiconductor capital equipment
manufacturers, silicon wafer manufacturers and suppliers of components for
our machines. We also intend to pursue partnerships which could give us the
right to complementary technology and/or products.
ENHANCING AND EXTENDING CURRENT PRODUCT OFFERINGS. We intend to
use our technical expertise to expand our core product functionality, add
products to our existing product line and further advance our
S-10
<PAGE>
process technology. We intend to capitalize on the technology embodied in
the Ibis 1000 for our next generation oxygen implanter, which will include
300mm wafer size capability and enhancements to increase throughput and
reduce production costs. In addition, we plan to continue to improve
existing, and develop additional, SIMOX-Advantox-Registered Trademark-
products.
INCREASING OUR SIMOX-SOI WAFER AND IMPLANTATION EQUIPMENT
MANUFACTURING CAPACITY. We recently expanded our Class 10 clean room
facility by 32% and increased our Ibis 1000 implanter manufacturing area by
approximately 42%. We are currently building an additional Ibis 1000
implanter for internal wafer production. We intend to bring additional
implanters on-line at Ibis and further expand our clean room facility, as
required by demand. In addition, we are looking at options for additional
space, which will be added as the demand for our oxygen implanters requires
it.
MARKETING, SALES AND CUSTOMERS
We focus our direct selling efforts on the world's leading
semiconductor manufacturers, most of which are presently our customers. Our
sales personnel together with strategic partners, our senior management and
engineering and scientific personnel interact with the research and
development, manufacturing, purchasing and marketing departments of our
customers. Our objective in these broad-based sales efforts is to promote
the adoption of SIMOX-SOI technology on an industry-wide basis.
Overseas, we rely on our direct sales force, together with the use
of strategic partners, to market our products. We have a strategic alliance
with Mitsubishi Materials, under which Mitsubishi markets and sells our
SIMOX-SOI wafers in Japan and the Pacific Rim. The recent purchase by
Mitsubishi Materials Silicon of an Ibis 1000 oxygen implanter will
establish SIMOX-SOI manufacturing capability in Japan to service this
marketplace. We have also targeted Europe as an area of focus for our
products. In April 1998, we entered into a strategic alliance with Okmetic.
Under the terms of this agreement, Okmetic will market our SIMOX-SOI wafers
in Europe, excluding the United Kingdom.
Set forth below is a list of some of our customers who have
purchased our Ibis 1000 oxygen implanter machines and/or our SIMOX-SOI
wafers, either directly from us or through a partner of ours:
<TABLE>
<S> <C>
IBIS 1000 CUSTOMERS
IBM
Mitsubishi Materials Silicon
WAFER CUSTOMERS OF OURS WAFER CUSTOMERS OF OUR PARTNERS
Advanced Micro Devices Fujitsu
Allied Signal Matsushita
Bookham Technology Mitsubishi Electric
Digital NEC
Honeywell Oki Electric
Intel Sony
IBM TSMC
Motorola Toshiba
Philips Semiconductor
Samsung
Sandia
Sharp
Texas Instruments
</TABLE>
S-11
<PAGE>
MANAGEMENT
The following table sets forth certain information regarding our
executive officers and directors as of June 30, 1999:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Richard Hodgson ..................... 82 Chairman of the Board of Directors
Martin J. Reid....................... 58 President, Chief Executive Officer and Director
Debra L. Nelson, C.P.A............... 35 Chief Financial Officer, Treasurer and Clerk
Angelo V. Alioto..................... 52 Vice President of Sales and Marketing
Julian G. Blake, Ph.D................ 54 Vice President of Engineering
Bernhard F. Cordts III, Ph.D......... 47 Vice President of Wafer Technology
Robert P. Dolan...................... 39 Vice President of Wafer Manufacturing
Dimitri Antoniadis, Ph.D ............ 52 Director
Robert L. Gable ..................... 68 Director
Leslie B. Lewis...................... 58 Director
Donald F. McGuinness ................ 66 Director
Lamberto Raffaelli .................. 49 Director
Peter H. Rose, Ph.D.................. 74 Director
Geoffrey Ryding, Ph.D................ 57 Director
</TABLE>
RICHARD HODGSON was elected as Chairman of the Board of Ibis in
December 1993 and has served as a director since May 1992. From 1980 to
1998, Mr. Hodgson served as a director of McCowan Associates, an investment
management company located in New York City. Mr. Hodgson was a founder of
Intel Corporation, a publicly traded corporation, where he continues to
serve on the Board of Directors as a Director Emeritus. He is also a
director of I-Stat Corporation and Accent Color Sciences, both of which are
publicly held, as well as several privately held high technology companies.
MARTIN J. REID joined Ibis in December 1997 as President and Chief
Executive Officer and as a director. From 1991 to 1996, Mr. Reid was
President and Chief Executive Officer of Alpha Industries, a publicly held
manufacturer of a broad range of Gallium Arsenide products and silicon
integrated circuits for the semiconductor industry. He served as a director
of Alpha Industries from 1985 to January 1998 and of Secure Technology from
1997 to August 1998 and is currently a director of Asahi America, a
publicly held company. Since February 1999, Mr. Reid has also served as a
director of Arcom, Inc., a privately held company.
DEBRA L. NELSON returned to Ibis in February 1998 as Chief
Financial Officer, Treasurer and Clerk. From November 1996 to January 1998
Ms. Nelson was Chief Financial Officer of Rockport Trade Systems, Inc. Ms.
Nelson originally joined Ibis in January 1990 and became the Controller in
May 1992 and its Treasurer and Clerk in December 1993.
ANGELO V. ALIOTO joined Ibis in 1990 as a Regional Sales Manager,
became Worldwide Sales Manager in 1991 and was appointed Vice President of
Sales in December 1993 and Vice President of Marketing in January 1996.
JULIAN G. BLAKE, PH.D. joined Ibis in 1998 as Director of
Technology. In February 1999, he was appointed Vice President of
Engineering. From 1983 to 1998, Dr. Blake was Technical Director at the
Flat Panel Division and Chief Scientist at the Semiconductor Equipment
Operations of Eaton Corporation, a publicly held company.
S-12
<PAGE>
BERNHARD F. CORDTS, III, PH.D. joined Ibis in 1988 as Process
Development Manager. In January 1997, he was appointed Vice President of
Wafer Technology.
ROBERT P. DOLAN, joined Ibis in 1988 as Production Manager. In
January 1997, he was appointed Vice President of Wafer Manufacturing.
DIMITRI ANTONIADIS, PH.D. was appointed to the Board of Directors
in 1996. He is a Professor of Electrical Engineering at Massachusetts
Institute of Technology (MIT) and has been a member of its faculty since
1978.
ROBERT L. GABLE was appointed to the Board of Directors in 1997.
He has been a director and advisor (November 1998 - present), Chairman
(June 1990 - July 1998) and Chief Executive Officer (June 1990 - October
1997) of Unitrode Corporation, a publicly held company. Mr. Gable is also a
director of New England Business Service, Inc., a publicly held company.
LESLIE B. LEWIS was appointed to the Board of Directors in 1998.
Since 1985, he has been President of Asahi America, Inc., a publicly held
company. He has been Chief Executive Officer of Asahi since 1989 and
Chairman since 1996.
DONALD F. MCGUINNESS was appointed to the Board of Directors in
1996. He has been the Chairman (1988 - present) and President and Chief
Executive Officer (1988 - January 1999) of Electronic Designs, Inc., a
publicly held company. He is also a director of Cabletron Systems, Inc., a
publicly held company.
LAMBERTO RAFFAELLI was appointed to the Board of Directors in
1998. Since 1994, he has been President and Chief Executive Officer of
Arcom, Inc., a privately held company.
PETER H. ROSE, PH.D. was appointed to the Board of Directors in
1988. He has been Vice President of Research at Orion Equipment, Inc. since
1998. In July 1993, Dr. Rose founded and became Chairman of Krytek
Corporation, a manufacturer of aerosol cleaning equipment for the
semiconductor industry. He is a director of Ion Implant Services, Niton
Corporation, Orion Equipment, Inc. and Epion Corporation, all of which are
privately held companies.
GEOFFREY RYDING, PH.D. joined Ibis in May 1992 as President and
Chief Operating Officer and as a director. In December 1993, he was
appointed as Ibis' Chief Executive Officer. He resigned as President and
Chief Executive Officer effective December 1, 1997. He has been a director
of Orion Equipment, Inc., a privately held company, since August 1997 and
President of Orion since January 1998.
S-13
<PAGE>
FORWARD LOOKING STATEMENTS
We caution you that this prospectus supplement contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements are based on management's beliefs and assumptions
and on information currently available to management. Forward-looking
statements include the information concerning possible or assumed future
results of operations and embody statements in which we use words such as
"expect," "anticipate," "intend," "plan," "believe," "estimate," or
similar expressions.
Forward-looking statements necessarily involve risks and
uncertainties, including those set forth in the Risk Factors section in the
prospectus. Our actual results could differ materially from those
anticipated in the forward-looking statements. The factors set forth in the
Risk Factors section and other cautionary statements made in this
prospectus supplement and the prospectus should be read and understood as
being applicable to all related forward-looking statements wherever they
appear in this prospectus supplement.
UNDERWRITING
Upon the terms and subject to the conditions set forth in an
underwriting agreement, SoundView Technology Group, Inc. has agreed to
purchase from us an aggregate of 1,000,000 shares of common stock.
The underwriting agreement provides that the obligation of the
underwriter to purchase shares of common stock is subject to the approval
of certain legal matters by counsel and to certain other conditions. If any
of the shares of common stock are purchased by the underwriter pursuant to
the underwriting agreement, all such shares of common stock must be so
purchased.
We have agreed to indemnify the underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments that the underwriter may be required to make in this
respect.
The underwriter proposes to offer the shares of common stock
directly to the public at the public offering price on the cover page of
this prospectus supplement and to certain dealers at that price less a
concession not to exceed $____ per share. The underwriter may allow, and
these dealers may reallow, a concession not to exceed $.10 per share to
certain other dealers. The underwriter does not intend to confirm any
shares to any accounts over which it exercises discretionary control.
The offering of the shares by this prospectus supplement is made
for delivery when, as and if accepted by the underwriter and subject to
prior sale and to withdrawal, cancellation or modification of the offering
without notice. The underwriter reserves the right to reject an order for
the purchase of shares in whole or in part.
Ibis and all of our directors and executive officers have agreed
not to, for a period of 90 days after the date of this prospectus
supplement, without the prior written consent of SoundView Technology
Group, Inc. with certain limitations and exceptions, directly or
indirectly, offer, sell, contract to sell, grant any option to purchase or
otherwise dispose of any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock or, in any
manner, transfer all or a portion of the economic consequences associated
with the ownership of the common stock.
S-14
<PAGE>
In connection with this offering, the underwriter and other
persons participating in this offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriter may over-allot in connection with
this offering, creating a short position in common stock for its own
account. To cover a short position or to stabilize the price of the
common stock, the underwriter may bid for, and purchase, shares of common
stock in the open market. The underwriter may also impose a penalty
bid whereby it may reclaim selling concessions allowed to a dealer for
distributing common stock in this offering, if the underwriter repurchases
previously distributed common stock in transactions to cover its short
position, in stabilization transactions or otherwise. Finally, the
underwriter may bid for, and purchase, shares of common stock in market
making transactions. These activities may stabilize or maintain the market
price of the common stock above market levels that may otherwise prevail.
The underwriter is not required to engage in these activities and may stop
any of these activities at any time without notice.
In connection with this offering, the underwriter and other
selling group members or their affiliates may engage in passive market
making transactions in the common stock on the Nasdaq National Market in
accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103
permits passive market making during the period when Regulation M would
otherwise prohibit market making activity by the participants in this
offering. Passive market making consists of displaying bids on the Nasdaq
National Market limited by the bid prices of independent market makers and
making purchases limited by such prices and effected in response to order
flow. Rule 103 limits the net purchases by a passive market maker on each
day to a specified percentage of the passive market maker's average daily
trading volume in the common stock during a specified period. The passive
market maker must stop its passive market making transactions for the rest
of that day when such limit is reached.
LEGAL MATTERS
Certain legal matters in connection with the legality of the
common stock offered hereby will be passed upon for us by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Certain legal
matters in connection with this offering will be passed upon for SoundView
Technology Group, Inc. by Latham & Watkins, Washington, D.C.
EXPERTS
The balance sheets of the Company as of December 31, 1998 and 1997
and the statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1998, and related
schedule, have been incorporated by reference in the Prospectus and
Registration Statement, in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of that firm as experts in accounting and auditing.
S-15
<PAGE>
[IBIS LOGO]
S-16
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
Subject to Completion, dated July 26, 1999
IBIS TECHNOLOGY CORPORATION
1,000,000 SHARES OF COMMON STOCK
- - We have registered up to 1,000,000 shares of our common stock for sale to
the public.
- - We may offer the shares through agents that we designate from time to time
or to or through underwriters or dealers. If any agents or underwriters are
involved in the sale of the shares, their names and any applicable purchase
price, fee, commission or discount arrangement between them will be set
forth in a supplement to this prospectus. No shares may be sold without
delivery of the applicable prospectus supplement.
- --------------------------------------------------------------------------------
THIS INVESTMENT INVOLVES
A HIGH DEGREE OF RISK.
SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
- --------------------------------------------------------------------------------
OUR COMMON STOCK TRADES ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"IBIS."
ON JULY 22, 1999, THE CLOSING SALE PRICE OF ONE SHARE OF OUR COMMON STOCK
AS QUOTED ON THE NASDAQ NATIONAL MARKET WAS $32.50.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________ ____, 1999
<PAGE>
IN THIS PROSPECTUS , "WE", "US", AND "OUR" REFER TO IBIS
TECHNOLOGY CORPORATION.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS PAGE
---------- ----
<S> <C>
The Company...................................... 2
Risk Factors..................................... 4
Where to Find More Information...................11
Incorporation of Documents by Reference..........11
Forward Looking Statements.......................12
Use of Proceeds..................................12
Dividend Policy..................................12
Plan of Distribution.............................12
Description of Securities........................14
Legal Matters....................................14
Experts..........................................14
</TABLE>
--------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
THE DOCUMENTS INCORPORATED BY REFERENCE. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY ONLY BE USED
WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS PROSPECTUS
MAY ONLY BE ACCURATE AS OF THE DATE OF THIS PROSPECTUS.
2
<PAGE>
YOU MUST ALSO CONSULT THE MORE DETAILED FINANCIAL STATEMENTS, AND
NOTES TO FINANCIAL STATEMENTS, INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS AND ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN OF THE RISK FACTORS AS OUTLINED IN THIS
PROSPECTUS.
THE COMPANY
Ibis Technology Corporation develops, manufactures and markets
SIMOX-SOI implantation equipment and wafers for the worldwide
semiconductor industry. SIMOX, which stands for Separation by IMplantation
of OXygen, is a form of silicon-on-insulator, or SOI, technology that
creates an insulating barrier below the top surface of a silicon wafer.
Our proprietary Ibis 1000 oxygen implanter produces SIMOX-SOI wafers by
implanting oxygen atoms just below the surface of a silicon wafer to
create a very thin layer of silicon dioxide between the thin operating
region of the transistor at the surface and the underlying silicon itself.
The layer of silicon dioxide acts as an insulator for the devices etched
on the surface of the silicon wafer and reduces the electrical current
leakage which otherwise slows chip performance and increases the loss of
power during circuit operation. Through this process, our customers can
produce integrated circuits which we believe offer significant advantages
over circuits constructed on conventional silicon wafers, which advantages
include:
- improved microprocessing speed,
- reduced power consumption, and
- higher temperature operation.
These characteristics make SIMOX-SOI wafers, and the finished
integrated circuits, well-suited for many commercial applications,
including:
- servers and workstations,
- portable and desktop computers,
- wireless communications devices, such as laptop computers,
personal digital assistants and mobile phones,
- integrated optical components, and
- automotive electronics.
Ibis was incorporated in Massachusetts on October 7, 1987 and
commenced operations in January 1988. Our executive offices are located at
32 Cherry Hill Drive, Danvers, Massachusetts 01923 and our telephone
number is (978) 777-4247.
3
<PAGE>
RISK FACTORS
INVESTING IN OUR COMMON STOCK IS VERY RISKY. YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING FACTORS, IN ADDITION TO OTHER INFORMATION IN THIS
PROSPECTUS.
THE COMMERCIAL MARKET FOR SIMOX-SOI TECHNOLOGY IS STILL DEVELOPING
AND MAY NEVER FULLY DEVELOP. The sources of our revenue have shifted from
primarily research and development contracts and sales of SIMOX-SOI wafers
for military applications to primarily sales of SIMOX-SOI wafers for
commercial applications and sales and support of oxygen implantation
equipment. To date, most customers who have purchased our SIMOX-SOI wafers
in the commercial field have done so for the purpose of characterizing and
evaluating the wafers and developing prototypes. We are aware of five
commercial manufacturers that are using SIMOX-SOI wafers in low volume
production for a limited number of products. The performance advantages of
SIMOX-SOI wafers may never be realized commercially and a commercial market
for SIMOX-SOI wafers may never fully develop. A significant difference of
opinion exists between major semiconductor manufacturers as to the relative
advantages of SIMOX technology. The failure of IBM Corporation to adopt
SIMOX-SOI technology would adversely affect, and may prevent, the
widespread adoption of this technology by others.
WE RELY HEAVILY ON SALES TO CERTAIN SIGNIFICANT CUSTOMERS. We
derive a large portion of our sales from certain significant customers. The
loss of one or more of these major customers and our failure to obtain
other sources of revenue could have a material adverse impact on our
business. The following table sets forth, in thousands of dollars, the
amount of revenue derived from our significant customers during the fiscal
years ended 1996, 1997 and 1998 and the first quarter of 1999, as well as
the percent of our revenue represented by these customers' purchases:
<TABLE>
<CAPTION>
CUSTOMER 1996 PERCENT 1997 PERCENT 1998 PERCENT 1999* PERCENT
-------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
IBM $ 5,768 61% $ 538 8% $ 7,905 51% $ 2,820 63%
Mitsubishi 400 4% 581 9% 4,419 29% 650 15%
Motorola 534 6% 856 13% 607 4% 203 5%
</TABLE>
------------
* First quarter
The increases in sales to IBM in 1996 and 1998 and to Mitsubishi
in 1998 resulted primarily from the sale of a total of four units of Ibis
1000 oxygen implanter equipment at a sale price of approximately $4,000,000
each.
COMPETITORS AND COMPETING TECHNOLOGIES MAY RENDER SOME OR ALL OF
OUR PRODUCTS OR FUTURE PRODUCTS NONCOMPETITIVE OR OBSOLETE. The
semiconductor industry is highly competitive and has been characterized by
rapid and significant technological advances. A number of established
semiconductor and materials manufacturers, including certain of our
customers, have expended significant resources in developing improved wafer
substrates. Our competitors or others, many of which have substantially
greater financial, technical and other resources than we do, may succeed in
developing technologies and products that are equal to or more effective
than any which we are developing, which would render our technology
obsolete or noncompetitive. In addition to competition from other
manufacturers of SIMOX-SOI wafers, we face competition from manufacturers
using bulk silicon and epitaxial wafer technology, compound materials
technology such as silicon-germanium, gallium-arsenide and indium phosphide
and SOI technology other than SIMOX technology. Although we believe that
SIMOX-SOI wafers offer integrated circuit performance advantages,
semiconductor manufacturers may develop improvements to existing bulk
silicon or epitaxial
4
<PAGE>
wafer technology, and competing compound materials or SOI technologies may
be more successfully developed, which would eliminate or diminish the
performance advantages of SIMOX-SOI wafers. Although we are aware of only
one other company manufacturing oxygen implant equipment, other major
semiconductor implant equipment manufacturers could develop a less
expensive oxygen implanter with superior technology. Our ability to compete
with other manufacturers of semiconductor implanters, SIMOX wafers and
manufacturers of competing SOI wafers, as well as with bulk silicon,
epitaxial and compound materials wafer manufacturers, will depend on
numerous factors within and outside our control, including:
- the success and timing of our product introductions and those of
our competitors,
- product distribution,
- customer support,
- sufficiency of funding available to us, and
- the price, quality and performance of competing products and
technologies.
SINCE TECHNOLOGY IN THE SEMICONDUCTOR INDUSTRY RAPIDLY CHANGES, WE
MUST CONTINUALLY IMPROVE EXISTING PRODUCTS, DESIGN AND SELL NEW PRODUCTS
AND MANAGE THE COSTS OF RESEARCH AND DEVELOPMENT IN ORDER TO COMPETE
EFFECTIVELY. We compete in markets characterized by rapid technological
change, evolving industry standards and continuous improvements in products
and required customer specifications. Due to the constant changes in our
markets, our future success depends on our ability to improve our
manufacturing processes, tools and products. For example, our oxygen
implanter must remain competitive on the basis of cost of ownership,
process performance and evolving customer needs. To remain competitive we
must continually introduce oxygen implanters with higher capacity, better
production yields and the ability to process larger wafer sizes.
The commercialization of new products involves substantial
expenditures in research and development, production and marketing. We may
be unable to successfully design or manufacture these new products and may
have difficulty penetrating new markets.
Because it is generally not possible to predict the amount of time
required and the costs involved in achieving certain research, development
and engineering objectives, actual development costs may exceed budgeted
amounts and estimated product development schedules may be extended. Our
business may be materially and adversely affected if:
- We are unable to improve our existing products on a timely basis,
- Our new products are not introduced on a timely basis,
- We incur budget overruns or delays in our research and development
efforts, or
- Our new products experience reliability or quality problems.
OUR SIMOX-SOI WAFER PRODUCTS ARE DIFFICULT TO MANUFACTURE AND
SMALL MANUFACTURING DEFECTS CAN ADVERSELY AFFECT OUR CUSTOMERS' AND OUR OWN
PRODUCTION YIELDS AND OUR OPERATING RESULTS. The manufacture of our
SIMOX-SOI wafers is a highly complex and precise process. SIMOX-SOI wafer
production requires a tightly controlled, clean environment. Very small
impurities in our manufacturing materials or process, contamination of the
manufacturing environment and/or equipment failures can cause a large
percentage of wafers to be rejected or can adversely affect our customers'
manufacturing yields of their integrated circuits. Our customers or we may
experience problems in achieving an acceptable yield in the manufacture of
SIMOX-SOI wafers, and the risk of encountering difficulties increases as we
transition to new manufacturing methods or more exacting customer
specifications. In the past, we have experienced difficulties in meeting
evolving customer specifications which have led to delayed SIMOX-SOI wafer
shipments and/or increased production costs.
5
<PAGE>
THE MANUFACTURING AND CUSTOMER QUALIFICATION PROCESS FOR OUR
IMPLANTERS IS COMPLEX, LENGTHY AND COSTLY. In the semiconductor industry
customers regularly require equipment manufacturers to qualify the
equipment at the customer's site. The time required to customer qualify an
implanter at a customer's site is very difficult to predict because the
qualification process for each of our implanters is complex, lengthy and
costly. The manufacturing and qualification process for each implanter
requires us to construct and customer qualify the machine at our premises,
disassemble the machine for transportation, and reassemble and requalify it
at the customer's premises. During this qualification period, we invest
significant resources and dedicate substantial production and technical
personnel to achieve acceptance of the implanter. Each customer will not
accept the implanter until it has successfully produced wafers to exact
specifications at the customer's premises. Even very small differences in
the customer's environment or initially imperceptible changes that may
occur to the implanter during the transportation to and reassembly of the
implanter at the customer's site can cause a large percentage of wafers
produced by the implanter to be rejected, which would delay the acceptance
of the implanter by the customer. Historically we have experienced delays
in achieving customer acceptance. Delays or difficulties in our
manufacturing and qualification process could increase manufacturing and
warranty costs and adversely affect our relationships with our customers.
Historically it takes approximately nine months to build, ship and obtain
customer acceptance of our Ibis 1000 implanters at our site.
SINCE WE USE THE PERCENTAGE OF COMPLETION METHOD FOR RECOGNIZING
REVENUE ON THE SALE OF OUR OXYGEN IMPLANTER EQUIPMENT, WE MAY HAVE TO
REVERSE REVENUE THAT HAS BEEN RECOGNIZED. When we receive a contract or
purchase order from a customer for equipment, we recognize revenue using
the percentage of completion method, which means that as we complete each
milestone in the manufacture of the equipment, another portion of the sale
price of the equipment is recorded as revenue and the corresponding costs
are recorded. If we commit a material breach or default on the contract and
do not cure such breach or event of default, the customer may terminate the
contract. If that happens we would be required to reimburse all monies paid
by the customer and reverse the revenue recognized to date, which could
have a material adverse effect on our business.
WE HAVE ONLY RECEIVED ORDERS FOR A SMALL QUANTITY OF OUR OXYGEN
IMPLANTER EQUIPMENT. Over a period of four years we have only received
purchase orders for a total of six oxygen implanters at an average sale
price of approximately $4,000,000 each. We do not expect to be able to
sell more than a limited number of implanters in the near future. The
delay in the manufacture or delivery of one unit would have a material
adverse effect on our quarterly or annual results of operations.
THE LOSS OF KEY MEMBERS OF OUR SCIENTIFIC AND MANAGEMENT STAFF
COULD DELAY AND MAY PREVENT THE ACHIEVEMENT OF OUR RESEARCH, DEVELOPMENT
AND BUSINESS OBJECTIVES. Our Chief Executive Officer, Martin J. Reid, and
approximately four current officers and key members of our scientific staff
are responsible for areas such as product development and improvements, and
process improvements research, which are important to our specialized
scientific business. The loss of, and failure to promptly replace, any
member of this group could significantly delay and may prevent the
achievement of our research, development and business objectives. While we
have entered into an employment agreement with our Chief Executive Officer,
under certain circumstances he may be able to terminate his employment with
us. Furthermore, although our employees are subject to certain
confidentiality and non-competition obligations, our key personnel may
become employed by a competitor.
OUR STOCK PRICE HAS BEEN AND IS LIKELY TO CONTINUE TO BE VOLATILE.
During 1998 our stock price has ranged from a high of $13.75 to a low of
$7.25 and from January 1, 1999 to June 30, 1999 our stock price has ranged
from a high of $33.50 to a low of $9.88. Factors contributing to such
volatility include:
6
<PAGE>
- quarter-to-quarter variations in our revenues and earnings,
- difficulty in forecasting future results,
- announcements or introductions of technological innovations,
- new products or new prices for us or our competitors, customers or
suppliers,
- the timing of receipt of orders from major customers,
- product mix,
- product obsolescence,
- shifts in customer demand,
- our ability to manufacture and ship products on a cost-effective
and timely basis,
- our development and introduction of new production Ibis 1000
implanters,
- market acceptance of new and enhanced versions of our products or
implanters,
- the cyclical nature of the semiconductor industry,
- the evolving and unpredictable nature of the markets for the
products incorporating our SIMOX-SOI wafers,
- the amount of research and development expenses associated with new
or enhanced products or implanters, and
- the availability of government funding.
WE HAVE SIGNIFICANT LOSSES AND MAY NEVER BE ABLE TO SUSTAIN
PROFITABILITY. We have experienced net losses of $840,116 for 1996,
$3,937,456 for 1997 and $1,165,960 for 1998 and at March 31, 1999 we had an
accumulated deficit of $15,809,908. Net losses may continue for the
foreseeable future. Although we have had profitable quarters from time to
time, we may not be able to achieve sustained profitability.
WE MAY NOT BE ABLE TO SUCCESSFULLY PRODUCE OUR PRODUCTS ON A
LARGE-SCALE. We have limited manufacturing experience and have only
manufactured limited quantities of SIMOX-SOI wafers and Ibis 1000 oxygen
implanters for low volume production. To be successful, our products must
be manufactured in commercial quantities, at acceptable costs. We may not
be able to make the transition to high volume commercial production
successfully. Future production in commercial quantities may create
technical and financial challenges for us. We currently use two Ibis 1000
oxygen implanters for the production of wafers, one of which was funded by
Motorola Corporation and must first be used to serve Motorola's production
requirements until the agreement expires on December 31, 2000. We are
currently constructing one additional Ibis 1000 implanter for internal
wafer production and will construct additional implanters as we need
additional capacity to meet demand. Any difficulty or delay in constructing
additional Ibis 1000 implanters could have a material adverse effect on our
business.
WE MAY NOT BE ABLE TO USE ALL OF OUR EXISTING OR FUTURE
MANUFACTURING CAPACITY AT A PROFITABLE LEVEL. We have spent, and expect to
continue to spend, large amounts of money to upgrade and increase our wafer
fabrication, assembly and test manufacturing capacity. Because a
significant portion of our expenses is fixed, if we end up not needing this
capacity and capability for any of a variety of reasons, including
inadequate demand or a significant shift in the mix of product orders
making our existing capacity and capability inadequate or in excess of our
actual needs, our fixed costs per wafer produced will increase, which would
adversely affect us. At times we may also have the capacity to produce more
oxygen implantation machines than we have orders for at such times. During
such idle time we would continue to be responsible for the fixed costs for
maintaining personnel and space for such production, which could have a
material adverse effect on our business.
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WE MAY NOT SUCCESSFULLY FORM OR MAINTAIN DESIRABLE STRATEGIC
ALLIANCES. We may need to form alliances with strategic partners for the
manufacturing, marketing and distribution of our products. We may enter
into these strategic alliances to satisfy customer demand and to address
possible customer concerns regarding our being a sole source supplier. The
limited number of reliable sources of supply other than Ibis may adversely
affect or delay the integration of SIMOX-SOI wafers in mainstream
commercial applications. In July 1994, we entered into a business
development agreement with Mitsubishi Materials, under which Mitsubishi
markets and sells our SIMOX-SOI wafers in Japan. In September 1995 we
entered into a strategic business development agreement with Motorola
Corporation to fund capacity expansion. We may not be successful in
maintaining such alliances or in forming and maintaining other alliances,
including satisfying our contractual obligations with our strategic
partners, and our partners may not devote adequate resources to
manufacture, market and distribute these products successfully or may
attempt to compete with us.
WE MAY HAVE DIFFICULTY OBTAINING THE MATERIALS AND COMPONENTS
NEEDED TO PRODUCE OUR PRODUCTS. Due to the increasing demand in the
semiconductor industry for silicon wafers, we may not be able to purchase
an adequate supply of such silicon wafers for manufacture of our products
at or near current prices, if at all. Any shortages in the availability of
silicon wafers or a significant increase in the price of silicon wafers
could have a material adverse effect on our business. We manufacture our
Ibis 1000 oxygen implanters from standard components and from components
manufactured in-house or by other vendors according to our design
specifications. Although we have not experienced any significant production
delays due to the unavailability of or delay in obtaining our component
parts or raw materials to date, a disruption or termination of certain of
our vendors may occur. Any such disruption or termination could have a
material adverse effect on our business.
WE MAY NEED SUBSTANTIAL ADDITIONAL CAPITAL IN THE FUTURE. We have
invested, and intend to continue to invest, in facilities and
state-of-the-art equipment in order to increase our research, development
and manufacturing capabilities. Changes in technology or sales growth
beyond currently established capabilities would require further investment.
As a result, we expect that we may need to raise substantial additional
capital in the future in order to finance expansion of our manufacturing
capacity and our research and development programs. Additional capital may
not be available on acceptable terms, if at all. We have previously
financed our working capital requirements through:
- debt and equity financings, including warrant and option exercises,
- equipment lines of credit,
- a working capital line of credit,
- a term loan,
- sale-leaseback arrangements,
- collaborative relationships,
- wafer product and equipment sales, and
- government contracts.
WE MAY NOT BE ABLE TO PROTECT OUR PATENTS AND PROPRIETARY
TECHNOLOGY. Our ability to compete effectively with other companies will
depend, in part, on our ability to maintain the proprietary nature of our
technology. Although we have been awarded or have filed applications for a
number of patents in the United States and foreign countries, those patents
may not provide meaningful protection, or pending patents may not be
issued. Our competitors in both the United States and foreign countries,
many of which have substantially greater resources and have made
substantial investments in competing technologies, may have or may obtain
patents that will prevent, limit or interfere with our ability to make and
sell our products or intentionally infringe on our patents. The defense and
prosecution of patent suits is both costly and
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time-consuming, even if the outcome is favorable to us. In addition, there
is an inherent unpredictability regarding obtaining and enforcing patents.
An adverse outcome in the defense of a patent suit could:
- subject us to significant liabilities to third parties,
- require disputed rights to be licensed from third parties, or
- require us to cease selling our products.
We also rely in large part on unpatented proprietary technology
and others, including strategic partners, may independently develop the
same or similar technology or otherwise obtain access to our proprietary
technology. To protect our rights in these areas, we currently require all
of our employees to enter into confidentiality agreements. However, these
agreements may not provide meaningful protection for our trade secrets,
know-how or other proprietary information in the event of any unauthorized
use, misappropriation or disclosure of such trade secrets, know-how or
other proprietary information.
Others may claim that our technology infringes on their
proprietary rights. Any infringement claims, even if without merit, can be
time consuming and expensive to defend and may divert management's
attention and resources. If successful, they could also require us to enter
into costly royalty or licensing agreements. A successful claim of product
infringement against us and our inability to license the infringed or
similar technology could adversely affect our business.
SALES OF SHARES ELIGIBLE FOR FUTURE SALE MAY REDUCE THE MARKET
PRICE OF OUR STOCK. Sales of substantial amounts of our common stock in the
public markets could have an adverse effect on the price of our common
stock. As of June 30, 1999 we had 7,004,081 shares of common stock
outstanding, of which 6,725,278 shares are freely tradable without
restriction or further registration under the Securities Act of 1933. All
of the remaining 278,803 shares of common stock are or will become eligible
for sale under Rules 144, 144(k) and 701 or pursuant to our registration
statement on Form S-8. The holders of up to approximately 142,146 shares of
common stock and warrants exercisable into 39,655 shares of common stock
are entitled to certain registration rights with respect to their shares.
If these holders, by exercising their registration rights, cause their
shares to be registered and sold in the public market, the sales may have
an adverse effect on the price for our common stock.
IF WE DO NOT COMPLY WITH ALL APPLICABLE ENVIRONMENTAL REGULATIONS,
WE COULD BE SUBJECT TO FINES AND OTHER SANCTIONS. We are subject to a
variety of federal, state and local environmental regulations related to
the storage, treatment, discharge or disposal of chemicals used in our
operations and exposure of our personnel to occupational hazards. Although
we believe that we have all permits necessary to conduct our business, the
failure to comply with present or future regulations could result in fines
being imposed on us, suspension of production or a cessation of operations.
Our future activities may result in our being subject to additional
regulations. Such regulations could require us to acquire significant
equipment or to incur other substantial expenses to comply with
regulations. Our failure to control the use of, or to restrict adequately
the discharge of, hazardous substances or properly control other
occupational hazards could subject us to substantial financial liabilities.
CERTAIN ANTI-TAKEOVER PROVISIONS IN OUR CHARTER COULD REDUCE THE
VALUE OF OUR COMMON STOCK. Our restated articles of organization and
restated by-laws contain certain provisions that may make it more difficult
for a third party to acquire, or discourage acquisition bids for Ibis. Such
provisions could limit the price that certain investors might be willing to
pay in the future for shares of our common stock.
WE MAY ISSUE SHARES OF PREFERRED STOCK. We have reserved for
issuance up to 2,000,000 shares of preferred stock. Shares of our preferred
stock may be issued in the future without further stockholder
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approval and upon such terms and conditions, and having such rights,
privileges and preferences, as our board of directors may determine. The
rights of the holders of common stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock
that may be issued in the future. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it more
difficult for a third party to acquire, or discouraging a third party from
acquiring, a majority of our outstanding voting stock. We have no present
plans to issue any shares of preferred stock.
IF WE ISSUE ADDITIONAL SHARES OF EQUITY SECURITIES, THE VALUE OF
THOSE SHARES OF COMMON STOCK THEN OUTSTANDING MAY BE DILUTED. To the extent
that we raise additional capital by issuing equity securities at a price or
a value per share less than the then current price per share of common
stock, the value of the shares of common stock then outstanding will be
diluted or reduced. At present we have a substantial number of shares of
common stock that are issuable upon the exercise of outstanding warrants
and stock options.
OUR COMPUTER SYSTEM COULD FAIL WHEN THE YEAR CHANGES TO 2000. We
have evaluated our internal software and products for Year 2000 concerns
and, based on it, we believe that our principal information systems and
products either currently correctly define the year 2000 or will be
upgraded to be Year 2000 compliant and thus, the impact of the Year 2000
issue will have no material effect on our business. To the extent that our
assessment is completed and non-compliant systems operated by us or by
third parties are not identified, the Year 2000 issue could have a material
adverse effect on our operations. We could experience delays in the
manufacturing of wafers or the building of equipment. The severity of these
possible problems would depend on the nature of the problem and how quickly
it could be corrected or an alternate implemented, which is unknown at this
time.
Based on currently available information, we do not believe that
the Year 2000 issue will have a material effect on our internal information
systems or operations. In the future, however, we may identify
non-compliant systems or other problems related to the Year 2000 issue
which may have a material adverse effect on our business. In addition, a
supplier or another third party may not be Year 2000 compliant on a timely
basis, which could have a material adverse effect on our business.
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WHERE TO FIND MORE INFORMATION
We are a public company and file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can request copies of these documents by writing to the SEC and
paying a copying fee. Please call the SEC at 1-800-SEC-0330 for more
information about the public reference room operations. Our SEC filings are
also available at the SEC's web site at "http://www.sec.gov." In addition,
you can read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 K Street, Washington, DC
20006.
This prospectus is only part of a Registration Statement on Form
S-3 that we have filed with the SEC under the Securities Act of 1933 and
therefore omits certain information contained in the Registration
Statement. We have also filed exhibits and schedules with the Registration
Statement that are excluded from this prospectus, and you should refer to
the applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document. You may inspect a
copy of the Registration Statement, including the exhibits and schedules,
without charge, at the public reference room or obtain a copy from the SEC
upon payment of the fees prescribed by the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus and information we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of
our shares of common stock. The documents we are incorporating by reference
are:
- Annual Report on Form 10-K for the year ended December 31, 1998,
filed on March 28, 1999;
- Definitive Proxy Statement, filed on April 9, 1999;
- Current Report on Form 8-K, filed on January 29, 1999;
- Current Report on Form 8-K, filed on February 26, 1999;
- Current Report on Form 8-K, filed on May 6, 1999;
- Current Report on Form 8-K, filed on July 23, 1999;
- Quarterly Report on Form 10-Q, for the quarter ended March 31,
1999, filed on May 11, 1999; and
- The description of the common stock contained in our
Registration Statement on Form 8-A (File No. 1-13078) filed with
the SEC on May 6, 1994, including any amendments or reports
filed for the purpose of updating such description.
You may request a copy of these filings at no cost by writing or
telephoning our chief financial officer at the following address and
number:
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, Massachusetts 01923
(978) 777-4247
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This prospectus is part of a Registration Statement we filed with
the SEC. You should rely on the information incorporated by reference
provided in this prospectus and the Registration Statement.
FORWARD LOOKING STATEMENTS
We also caution you that this prospectus contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These statements
are based on management's beliefs and assumptions and on information
currently available to management. Forward-looking statements include the
information concerning possible or assumed future results of operations and
embody statements in which we use words such as "expect," "anticipate, "
"intend," "plan," "believe," "estimate," or similar expressions.
Forward-looking statements necessarily involve risks and
uncertainties, including those set forth in the Risk Factors section and
elsewhere in this prospectus. Our actual results could differ materially
from those anticipated in the forward-looking statements. The factors set
forth in the Risk Factors sections and other cautionary statements made in
this prospectus should be read and understood as being applicable to all
related forward-looking statements wherever they appear in this prospectus.
USE OF PROCEEDS
We currently intend to use the net proceeds from the sale of our
common stock to fund research and development, capital expenditures,
working capital and for other general corporate purposes. Depending on our
circumstances at the time any or all of the net proceeds from such sales
become available, if at all, we reserve the right to use such net proceeds
for purposes other than those set forth above.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock. We
presently intend to retain earnings for use in our business and therefore
we do not intend to declare or pay such dividends in the foreseeable
future.
PLAN OF DISTRIBUTION
Any of the shares being offered under this prospectus may be sold
in any one or more of the following ways from time to time:
- through agents,
- to or through underwriters,
- through dealers, and
- directly by us to purchasers.
The distribution of the shares may be effected from time to time
in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
Offers to purchase shares may be solicited by agents designated by
us from time to time. Any agent involved in the offer or sale of the shares
under this prospectus will be named, and any commissions
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payable by us to these agents will be set forth, in a related prospectus
supplement. Unless otherwise indicated in a prospectus supplement, any
agent will be acting on a reasonable best efforts basis for the period of
its appointment. Any agent may be deemed to be an underwriter, as that term
is defined in the Securities Act, of the shares so offered and sold.
If shares are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters at
the time an agreement for such sale is reached, and the names of the
specific managing underwriter or underwriters, as well as any other
underwriters, the respective amounts underwritten and the terms of the
transaction, including commissions, discounts and any other compensation of
the underwriters and dealers, if any, will be set forth in a related
prospectus supplement. That prospectus supplement and this prospectus will
be used by the underwriters to make resales of the shares. If underwriters
are used in the sale of any shares in connection with this prospectus,
those shares will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriters and us at the time of sale. Shares
may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more
underwriters. If any underwriter or underwriters are used in the sale of
shares, unless otherwise indicated in a related prospectus supplement, the
underwriting agreement will provide that the obligations of the
underwriters are subject to some conditions precedent and that the
underwriters with respect to a sale of these shares will be obligated to
purchase all such shares if any are purchased.
We may grant to the underwriters options to purchase additional
shares, to cover over-allotments, if any, at the public offering price,
with additional underwriting commissions or discounts, as may be set forth
in a related prospectus supplement. If we grant any over-allotment option,
the terms of that over-allotment option will be set forth in the prospectus
supplement for these shares.
If a dealer is utilized in the sale of the shares in respect of
which this prospectus is delivered, we will sell these shares to the dealer
as principal. The dealer may then resell such shares to the public at
varying prices to be determined by such dealer at the time of resale. Any
such dealer may be deemed to be an underwriter, as such term is defined in
the Securities Act, of the shares so offered and sold. The name of the
dealer and the terms of transaction will be set forth in the prospectus
supplement relating to those offers and sales.
Offers to purchase shares may be solicited directly by us and
those sales may be made by us directly to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale of those shares. The terms of any
sales of this type will be described in the prospectus supplement.
If so indicated in a related prospectus supplement, we may
authorize agents and underwriters to solicit offers by certain institutions
to purchase shares from us at the public offering price set forth in a
related prospectus supplement as part of delayed delivery contracts
providing for payment and delivery on the date or dates stated in a related
prospectus supplement. Such delayed delivery contracts will be subject to
only those conditions set forth in a related prospectus supplement. A
commission indicated in a related prospectus supplement will be paid to
underwriters and agents soliciting purchases of shares pursuant to delayed
delivery contracts accepted by us.
Agents, underwriters and dealers may be entitled under relevant
agreements with us to indemnification by us against some liabilities,
including liabilities under the Securities Act, or to
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contributions with respect to payments which such agents, underwriters and
dealers may be required to make in respect thereof.
Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, us in the ordinary course of
our business.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 20,000,000 shares of
common stock, par value $.008 per share, and 2,000,000 shares of preferred
stock, par value $.01 per share.
COMMON STOCK
As of June 30, 1999, there were 7,004,081 shares of common stock
outstanding, held of record by approximately 126 stockholders. The holders
of common stock are entitled to one vote per share on all matters to be
voted upon by the stockholders. Subject to preferences that may be
applicable to any then outstanding preferred stock, the holders of common
stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by our board of directors out of funds legally
available therefor. In the event of our liquidation, dissolution or winding
up, the holders of common stock are entitled to share ratably in assets
remaining after payment of liabilities and the liquidation preferences of
any then outstanding shares of preferred stock. The holders of common stock
have no preemptive rights nor rights to convert their common stock into any
other securities and are not subject to future calls or assessments by us.
There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and
non-assessable, and the shares of common stock to be issued upon completion
of any offering will be fully paid and non-assessable.
LEGAL MATTERS
Certain legal matters in connection with the legality of the
common stock offered hereby will be passed upon for us by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts.
EXPERTS
The balance sheets of the Company as of December 31, 1998 and 1997
and the statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1998, and related
schedule, have been incorporated by reference in this Prospectus and
Registration Statement, in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of that firm as experts in accounting and auditing.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the Company's estimates (other than the
SEC and NASD registration fees) of the expenses in connection with the issuance
and distribution of the shares of common stock being registered.
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
SEC registration fee............................................................... $ 18,348.00
Nasdaq listing fee................................................................. 35,000.00
NASD registration fee.............................................................. 7,100.00
Legal fees and expenses............................................................ 100,000.00
Accounting fees and expenses....................................................... 10,000.00
Printing and filing expenses....................................................... 5,000.00
Miscellaneous fees and expenses.................................................... 4,552.00
----------------
Total.............................................................................. $ 180,000.00
----------------
----------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Organization and its Restated
By-Laws provide for indemnification of all persons permitted by the
Massachusetts Business Corporation Law to the maximum extent permitted thereby.
In addition, the Company's Restated Articles of Organization limit the liability
of directors to the maximum extent permitted by the Massachusetts Business
Corporation Law. Massachusetts law permits a corporation's articles of
organization to provide that the directors of a Massachusetts corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions, or for
certain loans to officers and directors of the corporation that are not repaid,
as provided in Section 61 and Section 62, respectively, of the Massachusetts
Business Corporation Law; or (iv) for any transaction from which the director
derives an improper personal benefit.
The indemnification provisions relating to officers and directors of
the Registrant are as follows:
Article 6B of the Registrant's Amended and Restated Charter provides as
follows:
B. LIMITATION OF LIABILITY OF DIRECTORS
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) with
respect to any transaction from which the director derived an improper personal
benefit.
The provisions of this Article shall not eliminate or limit the
liability of a director of this Corporation for any act or omission occurring
prior to the date on which this Article became effective, provided, however,
that neither any
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provision of this Article nor the adoption of this Article shall affect the
effectiveness of any predecessor provision of these Restated Articles of
Organization pertaining to the elimination or limitation of the liability of a
director of this Corporation for any act or omission occurring prior to the date
on which this Article shall adversely affect the rights and protection afforded
to a director of this Corporation under this Article for acts or omissions
occurring prior to such amendment or repeal.
If the Massachusetts Business Corporation Law is subsequently amended
to further eliminate or limit the personal liability of directors or to
authorize corporation action to further eliminate or limit such liability, then
the liability of the directors of this Corporation shall, without any further
action of the Board of Directors or the stockholders of this Corporation, be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.
ARTICLE V, Section 9 of the Registrant's Restated By-Laws provides as
follows:
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, agent, partner or trustee of
another corporation, including, without limitation, any corporation or other
entity of which a majority of any class of equity security is owned directly or
indirectly, by the Corporation (a "Subsidiary") or any Affiliate of the
Corporation as such term is defined in Rule 12b-2 of the General Rules and
Regulations under the 1934 Act or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, agent, partner
or trustee or in any other capacity while serving as a director, officer,
employee, agent, partner or trustee shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Massachusetts Business
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including, without limitations, attorneys fees, judgments,
fines, ERISA excise taxes or penalties, costs of investigation and preparation
of defense and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
expect as provided in Section (c) hereof with respect to proceedings to enforce
rights of indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
(b) ADVANCE OF EXPENSES. The right to indemnification conferred in
Section (a) of this Section 9 shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that an advancement of expenses incurred by an indemnitee shall be made
only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 9 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections (a) and (b) of this Section 9
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
(c) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section (a) or
(b) of this Section 9 is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be thirty days, the indemnitee
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may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If the indemnitee is successful in whole or in part
in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Massachusetts
Business Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Massachusetts Business
Corporation Law, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Section 9 or
otherwise shall be on the Corporation.
(d) RIGHTS NOT EXCLUSIVE. The rights to indemnification and to the
advancement of expenses conferred in this Section 9 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Articles of Organization, these By-Laws, or any
agreement, vote of stockholders or disinterested directors or otherwise.
(e) INSURANCE. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise, including, without limitation, any Subsidiary or Affiliate or
any employee benefit plan, against any expense, liability or loss, whether or
not the Corporation would have the power to indemnity such person against
expense, liability or loss under the Massachusetts Business Corporation Law. The
Corporation's obligation to provide indemnification under this Section 9 shall
be offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the Corporation or
any other person.
(f) EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the Corporation or
any Subsidiary or Affiliate to the fullest extent of the provisions of this
Section 9 with respect to the indemnification of the advancement of expenses to
directors and officers of the Corporation.
(g) AGREEMENTS. The Corporation may, to the extent authorized from time
to time by the Board of Directors, enter into agreements with any director,
officer, employee or agent of the Corporation or any Subsidiary or Affiliate to
the fullest extent of the provisions of this Section 9 with respect to the
indemnification of and advancement of expenses to such person
(h) AMENDMENT. Without the consent of a person entitled to the
indemnification and other rights provided in this Section 9 (unless otherwise
required by the Massachusetts Business Corporation Law), no amendment modifying
or terminating such rights shall adversely affect such person's rights under
this Section 9 with respect to the period prior to such amendment.
II-3
<PAGE>
(i) SAVINGS CLAUSE. If this Section 9 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnity each indemnitee as to any liabilities
and expenses with respect to any proceeding to the fullest extent permitted by
any applicable portion of this Section 9 that shall not have been invalidated
and to the fullest extent permitted by applicable law.
The Company has obtained insurance which insures the officers and
directors of the Company against certain losses and which insures the Company
against certain of its obligations to indemnify such officers and directors.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
1.1* Form of Underwriting Agreement by and between the Registrant and
Soundview Technology Group
4.1 Article 4 of the Form of Restated Articles of Organization
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement filed on Form S-1, File No.
333-1174)
4.2 Form of Common Stock Certificate (incorporated herein by reference
to Exhibit 4.2 to the Registrant's Registration Statement filed on
Form S-1, File No. 333-1174)
4.3 Amended and Restated Shareholders Agreement dated as of August 17,
1989, as amended, among the Registrant, certain holders of Common
Stock and the holders of Preferred Stock (incorporated herein by
reference to Exhibit 4.4 to the Registrant's Registration
Statement filed on Form S-1, File No. 333-1174)
5.1** Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding legality
23.1 Consent of KPMG LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5.1)
24.1** Power of Attorney (included on signature page)
</TABLE>
----------------
* To be incorporated by reference herein in connection with the offering
of the common stock.
** Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-4
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or any
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
derivation from the low end or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
II-5
<PAGE>
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 1 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Danvers and Commonwealth of Massachusetts on the
23rd day of July, 1999.
IBIS TECHNOLOGY CORPORATION
By: /s/ Martin J. Reid
------------------
Martin J. Reid
President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- -------------------------------- Chairman of the Board of Directors and Director July 23, 1999
Richard Hodgson
/s/ Martin J. Reid President, Chief Executive Officer and Director (Principal Executive July 23, 1999
- -------------------------------- Officer)
Martin J. Reid
/s/ Debra L. Nelson Chief Financial Officer, Treasurer and Clerk July 23, 1999
- -------------------------------- (Principal Financial and Accounting Officer)
Debra L. Nelson
*
- --------------------------------
Geoffrey Ryding, Ph.D. Director July 23, 1999
*
- --------------------------------
Peter H. Rose, Ph.D. Director July 23, 1999
/s/ Dimitri A. Antoniadis
- --------------------------------
Dimitri A. Antoniadis, Ph.D. Director July 23, 1999
/s/ Donald F. McGuinness
- -------------------------------
Donald F. McGuinness Director July 23, 1999
*
- --------------------------------
Robert L. Gable Director July 23, 1999
*
- --------------------------------
Leslie B. Lewis Director July 23, 1999
* July 23, 1999
- --------------------------------
Lamberto Raffaelli Director
</TABLE>
* By executing his name hereto, Martin J. Reid is signing this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the SEC.
By: /s/ Martin J. Reid
------------------
Martin J. Reid
(Attorney-in-fact)
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
1.1* Form of Underwriting Agreement by and between the Registrant and
Soundview Technology Group
4.1 Article 4 of the Form of Restated Articles of Organization
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement filed on Form S-1, File No.
333-1174)
4.2 Form of Common Stock Certificate (incorporated herein by reference
to Exhibit 4.2 to the Registrant's Registration Statement filed on
Form S-1, File No. 333-1174)
4.3 Amended and Restated Shareholders Agreement dated as of August 17,
1989, as amended, among the Registrant, certain holders of Common
Stock and the holders of Preferred Stock (incorporated herein by
reference to Exhibit 4.4 to the Registrant's Registration
Statement filed on Form S-1, File No. 333-1174)
5.1** Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding legality
23.1 Consent of KPMG LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5.1)
24.1** Power of Attorney (included on signature page)
</TABLE>
----------------
* To be incorporated by reference herein in connection with the offering of
the common stock.
** Previously filed.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ibis Technology Corporation
We consent to incorporation by reference in the Registration Statement (No.
333-82497) on Form S-3 of Ibis Technology Corporation of our report dated
February 12, 1999, relating to the balance sheets of Ibis Technology Corporation
as of December 31, 1998, and 1997, and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in the December 31, 1998,
annual report on Form 10-K of Ibis Technology Corporation and to the reference
to our firm under the heading "Experts".
/S/ KPMG LLP
Boston, Massachusetts
July 23, 1999
<PAGE>
EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.mintz.com
Fax: 202/434-7400
July 8, 1999
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, Massachusetts 01923
Ladies and Gentlemen:
You have requested our opinion with respect to the legality of up to
2,000,000 shares of Common Stock, $.008 par value (the "Shares"), to be issued
by Ibis Technology Corporation (the "Company") pursuant to a Registration
Statement on Form S-3 filed by the Company on or about July 8, 1999 (the
"Registration Statement") with the Securities and Exchange Commission for a
public offering of the Shares.
In connection with this opinion, we have examined the Registration
Statement and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
and conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold in accordance with the Registration Statement
will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris
Glovsky and Popeo, P.C.
------------------------------
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
