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Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Axcelis Technologies Inc.
(Name of Issuer)
Common Stock ($.001 par value)
(Title of Class of Securities)
054540109
(CUSIP Number)
Kenneth R. Cotner
Sterling Capital Management LLC
4064 Colony Road, Suite 300
Charlotte, NC 28211
704-372-8670
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 7, 2008
(Date of Event Which Requires Filing of This Statement) (Title of Class of
Securities)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ??240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. X
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 054540109
(1) Names of reporting persons.
Sterling Capital Management
42-1658828
(2) Check the appropriate box if a member of a group
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO. Funds of investment advisory clients.
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e).
Not applicable.
(6) Citizenship or place of organization
North Carolina
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
12,231,308 shares
(8) Shared voting power
None
(9) Sole dispositive power
12,231,308 shares
(10) Shared dispositive power
None
(11) Aggregate amount beneficially owned by each reporting person
12,231,308 shares
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions).
Not applicable
(13) Percent of class represented by amount in Row (11)
12.0%
(14) Type of reporting person (see instructions)
IA
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $.001 par value (the
"Securities"), of Axcelis Technologies Inc. (the "Issuer"). The principal
executive office of the Issuer is located at 108 Cherry Hill Drive;
Beverly, MA 01915.
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement is being filed by Sterling Capital
Management LLC ("Sterling").
Sterling is an investment adviser registered with the Securities &
Exchange Commission under the Investment Advisers Act of 1940. The address
of its principal office is 4064 Colony Road, Suite 300, Charlotte, NC 28211.
Sterling serves as an investment adviser to individual and institutional
clients. The Securities of the Issuer reported in Item 5 were acquired on
behalf of the investment advisory clients of Sterling, under discretionary
authority granted to Sterling.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted in any criminal proceeding, nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The respective investment advisory clients of Sterling used
approximately $68,725,703 in the aggregate to purchase the Securities
reported in this filing. All assets used to purchase Securities were assets
of these respective clients and none were assets of Sterling. In addition,
none of the proceeds used to purchase the Securities were provided through
borrowings of any nature.
Item 4. Purpose of Transaction.
This filing updates the original Purpose of Transaction included in the
November 29, 2007 filing. Please see that filing for information as of
that date.
On January 31, 2008 Axcelis Technologies released its fourth quarter 2007
earnings report. The results posted by the company continue to reflect
disappointing acceptance of the company's Optima product platform. As
we communicated in our 11/19/07 letter to Ms. Puma, Sterling continues
to believe that Axcelis needs to aggressively explore alternative
strategies aimed at ensuring Optima success and enhancing shareholder
value. On February 6th Sterling sent a letter to Mr. Stephen Hardis
reiterating this perspective. Attached is a copy of this correspondence.
The Securities reported in this filing have been acquired for
investment purposes on behalf of client accounts over which Sterling has
discretionary investment authority.
In pursuing such investment purposes, Sterling may further purchase,
hold, vote, trade, dispose or otherwise deal in the Securities at times, and
in such manner, as they deem advisable to benefit from changes in market
prices of such Securities, changes in the Issuer's operations, business
strategy or prospects, or from sale or merger of the Issuer. To evaluate
such alternatives, Sterling will routinely monitor the Issuer's operations,
prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as
alternative investment opportunities and other investment considerations.
Consistent with its investment research methods and evaluation criteria,
Sterling may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, Sterling modifying its clients' ownership of the
Securities, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
Transactions shown below primarily resulted from cash flows within client
portfolios. Generally, Sterling responds to such flows by executing
transactions to maintain holdings at approximately the same percentages
of the portfolio as prior to the cash flow.
Sterling reserves the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b). The aggregate number and percentage of Securities to
which this Schedule 13D relates is 12,231,308 shares of the common stock of
the Issuer, constituting approximately 12.0% of the 102,250,365 shares
outstanding.
(c). The following transactions in the Issuer's Securities were
effected by Sterling during the sixty days preceding the date of this report.
On certain days, multiple transactions may have been executed at different
times. The data below include the total shares and average price for all buy
or sell transactions effected for each day. All such transactions represent
open market transactions.
Transaction Trade Date Shares Average Price
Buy 12/11/2007 50,000 $4.46
Buy 12/12/2007 12,000 $4.47
Buy 12/26/2007 41,000 $5.11
Buy 12/27/2007 3,055 $4.91
Buy 1/3/2008 3,525 $4.69
Buy 1/7/2008 4,600 $4.53
Buy 1/9/2008 82,575 $4.19
Buy 1/10/2008 80,800 $4.35
Buy 1/17/2008 7,025 $4.14
Buy 1/23/2008 9,625 $3.88
Buy 1/25/2008 10,250 $4.14
Buy 1/31/2008 950 $4.03
Buy 2/4/2008 13,000 $4.33
Sell 12/11/2007 50,200 $4.45
Sell 12/14/2007 44,900 $4.49
Sell 12/17/2007 20,000 $4.47
Sell 12/19/2007 1,100 $4.51
Sell 12/27/2007 14,100 $4.93
Sell 12/31/2007 7,000 $4.87
Sell 1/3/2008 2,700 $4.60
Sell 1/4/2008 13,150 $4.37
Sell 1/7/2008 750 $4.55
Sell 1/10/2008 150 $4.35
Sell 1/11/2008 17,300 $4.31
Sell 1/18/2008 250 $4.04
Sell 1/23/2008 8,800 $3.84
Sell 1/28/2008 1,600 $4.02
Sell 1/30/2008 2,400 $4.06
Sell 2/1/2008 16,425 $4.17
(d). The investment advisory clients of Sterling have the sole right
to receive and, subject to notice, to withdraw the proceeds from the sale of
the Securities. Such clients may also terminate the investment advisory
agreements without penalty upon appropriate notice.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The powers of disposition with respect to Securities owned by
discretionary accounts of Sterling are established in written investment
advisory agreements between clients and Sterling, which are entered into in
the normal and usual course of the business of Sterling as a registered
investment adviser and which are generally applicable to all securities
purchased for the benefit of each such discretionary account. There are no
special or different agreements relating to the Securities of the Issuer.
The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting,
Sterling may be allowed or directed to vote the proxies received by
discretionary accounts.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 8, 2008
STERLING CAPITAL MANAGEMENT LLC
By /s/ Brian R. Walton
______________________________________
Brian R. Walton
Managing Director
February 6, 2008
Mr. Stephen R. Hardis
Lead Director
Axcelis Technologies, Inc.
108 Cherry Hill Drive
Beverly, MA 01915
Dear Mr. Hardis:
Axcelis' fourth quarter results fully highlight the need for the Board
of Directors to take aggressive action. Continuing to embrace the
current direction can no longer be a viable option as it is obvious
that fundamentals are deteriorating:
* No progress or momentum in Optima acceptance. Only 1 Optima was
shipped during the quarter. Continually blaming a soft end
market is not acceptable as your primary competitor shipped
43 single wafer tools during the quarter.
* Deterioration of the SEN relationship. This strained partnership
is no doubt causing significant confusion in the market it
serves. This turmoil is occurring just as your competitor is
targeting the Japanese marketplace for significant gains in
2008.
* Growing acceptance of your competitor's PLAD technology which now
claims an installed base of 21 tools. This is a technology
which Axcelis management claimed was of limited appeal with
no significant end market.
* Increasing susceptibility of Axcelis' High Energy market leadership.
Management stated that the first Optima XE will ship in early
2008. 10 customers are already using your competitor's single
wafer high energy tool in production.
* No tangible progress on balance sheet strengthening initiatives.
Since the filing of our 13D we have received solicited and unsolicited
feedback as to the appropriate direction for Axcelis. Based on this
feedback, we believe that there are multiple parties who would be
interested in partnering with Axcelis and gaining access to the many
attributes we highlighted in our 11/19/07 letter to Ms. Puma. After
waiting more than two years for Optima revenue growth it is time to
change course. We strongly encourage the Board to immediately hire
an advisor and fully explore strategic alternatives. Such an advisor
combined with a dedicated committee of board members would be able to
identify the path best suited to create shareholder value at Axcelis.
Sincerely,
STERLING CAPITAL MANAGEMENT LLC
Brian R. Walton, CFA
Managing Director