**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**AMENDMENT NO 1**

 

**(MarkOne)**

 

**x****                             ****ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended December 31, 2007**

 

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period               to               .**

 

**Commission file number:  0-23150**

 

**IBIS TECHNOLOGY CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Massachusetts**                                                | ** ** | **04-2987600**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction  of incorporation or organization) | ** ** | (I.R.S. Employer  Identification No.) |
| ** **                                                       | ** ** | ** **                            |
| **32  Cherry Hill Drive, Danvers, MA**                           | ** ** | **01923**                             |
| (Address of  principal executive offices)                        | ** ** | (Zip Code)                            |

 

Registrant’stelephone number, including area code: **(978) 777-4247**

 

Securitiesregistered pursuant to Section 12(b) of the Exchange Act:

 

            None.

 

Securitiesregistered pursuant to Section 12(g) of the Exchange Act:

 

            Common Stock, $.008 Par Value PerShare

            (Title of class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer as defined in Rule 405 of theSecurities Act.  Yes o   No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.  Yes o   Nox

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    Yes o  No x

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K.      x

 

        Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company.

 

Large Accelerated Filer o    Accelerated Filer  o   Non-Accelerated Filer  x    SmallerReporting Company  o

 

        Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o  No x

 

The aggregate market value of the registrant’s voting and non-votingcommon equity held by non-affiliates of the registrant (without admitting thatany person whose shares are not included in such calculation is an affiliate)computed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed fourth fiscal quarter (based onthe last reported sale price on the Nasdaq National Market of such date) was$6,156,517.

 

As of February 29, 2008, the registrant had14,317,482 shares of common stock outstanding.

 

 

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**EXPLANATORYNOTE**

 

ThisAmendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-Kfor the fiscal year ended December 31, 2007, as originally filed with theSecurities and Exchange Commission on May 28, 2008 (the “Original Form 10-K”),of Ibis Technology Corporation (the “Company”). The Company is filing this Amendment No. 1 to correct aninadvertent omission of language in the introductory language to paragraph 4 ofthe certifications made pursuant to Section 302 of the Sarbanes-Oxley Actof 2002 filed as exhibits to the Original Form 10-K.  This Amendment No. 1 also amends theindex of exhibits contained in Item 15(a) 3 of the Original Form 10-Kwithout otherwise amending Item 15(a).

 

Inaddition, this Amendment No. 1 amends the Cover Page to indicatethat, due to the delay in filing the Company’s Form 10-Q for the quarterended March 31, 2008, the Company has not filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months.

 

Pursuantto Rule 12b-15 under the Securities Exchange Act of 1934, as amended, thisAmendment No. 1 contains only the amended Cover Page, Explanatory Note, Exhibit Indexand Exhibits 31.1 and 31.2.  Thosesections or exhibits of the Original Form 10-K that are unaffected by thisAmendment No. 1 are not included herein.

 

ThisAmendment No. 1 continues to speak as of the date of the Original Form 10-K,and the Company has not updated the disclosure contained herein to reflectevents that have occurred since the filing of the Original Form 10-K.Accordingly, this Amendment No. 1 should be read in conjunction with theCompany’s other filings made with the Securities and Exchange Commissionsubsequent to the filing of the Original Form 10-K.

 

 

 

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| **Item 15.** | ** ** | **EXHIBITS, FINANCIAL STATEMENT  SCHEDULES**                                                  |
|--------------|------------|-----------------------------------------------------------------------------------------------|
|         |
| ** **   | **(a)**    | The following documents  are filed as part of this Annual Report on Form 10-K/A.         |
|         |
| ** **   | ** ** | **(3)**                                                                                       |   | Exhibits |
|         |       |                                                                                          |
|         |       | The following is a list  of exhibits filed as part of this Annual Report on Form 10-K/A. |
|              |            |                                                                                               |  |  |  |

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                                 |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1                  | -          | Underwriting Agreement  dated October 16, 2003, between the Registrant and CDC Securities (Filed  as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on  October 17, 2003 and incorporated herein by reference)                          |
| 3.1                | -          | Restated Articles of  Organization of Registrant (Filed as Exhibit 3.1 to the Company’s  Quarterly Report on Form 10-Q for the Quarter Ended September 30,  2000 and incorporated herein by reference)                                                      |
| 3.1.1              | -          | Articles of Amendment  to the Restated Articles of Organization of the Registrant (Filed as  Exhibit 3.1.1 to the Company’s Quarterly Report on Form 10-Q for  the Quarter Ended September 30, 2000 and incorporated herein by  reference)                  |
| 3.1.2              | -          | Articles of Amendment  to the Restated Articles of Organization of the Registrant (Filed as  Exhibit 3.1.2 to the Company’s Quarterly Report on Form 10-Q for  the Quarter Ended September 30, 2000 and incorporated herein by  reference)                  |
| 3.2                | -          | Restated Bylaws of  Registrant (Filed as Exhibit 3.1 to the Company’s Quarterly Report on  Form 10Q for the Quarter Ended September 30, 2004 and incorporated  herein by reference)                                                                         |
| 4.1                | -          | Article 4 of  Restated Articles of Organization (Filed as Exhibit 4.1*)                                                                                                                                                                                               |
| 4.2                | -          | Form of Common  Stock Certificate (Filed as Exhibit 4.2*)                                                                                                                                                                                                             |
| 4.3                | -          | Purchase  Agreement dated February 16, 2007 between the Registrant and various  Investors (filed as Exhibit 4.1 to our Current Report on Form 8-K  filed on February 21, 2007 and incorporated herein by reference)                                         |
| 4.4                | -          | Registration  Rights Agreement dated February 16, 2007 between the Registrant. and  various Investors (filed as Exhibit 4.2 to our Current Report on  Form 8-K filed on February 21, 2007 and incorporated herein by  reference).                           |
| 4.5                | -          | Form of  Warrant to Purchase Shares of Common Stock.                                                                                                                                                                                                                       |
| 4.6                | -          | Placement  Agent Form of Warrant to Purchase Shares of Common Stock.                                                                                                                                                                                                       |
|               |       | Hilton Glavish, and  Zimec, Inc. (Filed as Exhibit 10.2*)                                                                                                                                                                                                             |
| 10.1               | -          | Master Agreement, dated  as of August 7, 1992, among the Registrant, Dr. Hilton                                                                                                                                                                                       |
|               |       | Glavish, and  Zimec, Inc. (Filed as Exhibit 10.1*)                                                                                                                                                                                                                    |
| 10.2               | -          | Sublicense Agreement,  dated December 21, 1993, among the Registrant, Dr.                                                                                                                                                                                                  |
|               |       | Hilton Glavish, and  Zimec, Inc. (Filed as Exhibit 10.2*)                                                                                                                                                                                                             |
| @10.3              | -          | Business Development  Agreement, dated as of July 15, 1994, between the                                                                                                                                                                                                    |
|               |       | Registrant and  Mitsubishi Materials Corporation (Filed as Exhibit 10.3*)                                                                                                                                                                                                  |
| 10.4               | -          | Lease Agreement, dated  December 22, 1987, as amended, between the Registrant and Thomas J.  Flatley d/b/a The Flatley Company (“Flatley”) (Filed as Exhibit 10.4*)                                                                                         |
| 10.4A              | -          | Fifth Amendment to  Lease Agreement, dated February 4, 1997 between the Registrant and  Flatley (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on  Form 10-Q for the Quarter ended March 31, 1997 and Incorporated  herein by reference). |
| 10.5               | -          | Form of Noncompetition,  Nondisclosure and Assignment of Inventions Agreement                                                                                                                                                                                              |
|               |       | between the Registrant  and each current employee of the Registrant (Filed as Exhibit 10.11*)                                                                                                                                                                              |
| †10.6         | -          | Ibis Technology  Corporation 1993 Employee, Director and Consultant Stock                                                                                                                                                                                                       |
|               |       | Option Plan as amended  (Filed as Exhibit 10.15 to the Company’s Quarterly Report on  Form 10-Q for the Quarter Ended June 30, 1996 and Incorporated  herein by reference)                                                                                  |
| †10.7         | -          | Form of Stock  Option Agreement under 1993 Employee, Director and Consultant                                                                                                                                                                                               |
|               |       | Stock Option Plan  (Filed as Exhibit 10.16*)                                                                                                                                                                                                                               |
| 10.9               | -          | Exclusive Patent  License Agreement, dated November 1, 1994, between the                                                                                                                                                                                                   |
|               |       | Registrant and Superion  Limited (Filed as Exhibit 10.26*)                                                                                                                                                                                                                 |
| 10.10              | -          | License Agreement,  dated as of September 1, 1994, between the Registrant and                                                                                                                                                                                              |
|               |       | Nissin Electric Co.,  Ltd. (Filed as Exhibit 10.27*)                                                                                                                                                                                                                       |

 

 

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| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11              | -          | Equipment Purchase  Master Agreement, dated as of May 22, 1996, between Registrant, and IBM  (Filed as Exhibit 10.1 to the Company’s Current Report on  Form 8-K/A (File No.0-13078) filed on September 12, 1996 and  incorporated herein by reference).                                                                                                                                   |
| †10.12        | -          | Amended and Restated  Ibis Technology Corporation 1997 Employee, Director and Consultant Stock  Option Plan (Filed as Exhibit 99.1 to the Company’s Form S-8 (File  No. 333-45247) filed on January 30, 1998, as amended May 18,  2001 and June 17, 2004 and incorporated herein by reference).                                                                                  |
| 10.13              | -          | Form of Stock  Option Agreement under 1997 Employee, Director and Consultant Stock Option  Plan.                                                                                                                                                                                                                                                                                                               |
| @10.14             | -          | Licensing and  Development Agreement, dated June 9, 1998, between the Registrant and  IBM (Filed as Exhibit 10.41 to the Company’s Quarterly Report on  Form 10-Q for the Quarter Ended June 30, 1998 and incorporated herein  by reference)                                                                                                                                               |
| 10.15              | -          | Sixth Amendment to  Lease dated July 16, 1998, amending Lease Agreement dated  December 22, 1987 between the Company and Thomas J. Flatley d/b/a the  Flatley Company (Filed as Exhibit 10.42 to the Company’s Quarterly  Report on Form 10-Q for the Quarter Ended September 30, 1998 and  incorporated herein by reference)                                                         |
| †10.16        | -          | Restated Change of  Control Agreement, dated March 24, 2005, between the Registrant and  Martin J. Reid. (Filed as Exhibit 10.17 to  the Company’s Annual Report on Form 10-K for the Year Ended  December 31, 2004 and incorporated herein by reference).                                                                                                                                 |
| @10.17             | -          | License Agreement dated  July 1, 1999, between the Registrant and Mitsubishi Materials Silicon  Corporation (Filed as Exhibit 10.45 to the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 1999 and incorporated  herein by reference)                                                                                                                               |
| 10.18              | -          | Ibis Technology  Corporation 2000 Employee Stock Purchase Plan (Filed as Exhibit 99.1 to  the Company’s Form S-8 (File No. 333-36706) filed on May 10,  2000, as amended May31, 2005 and incorporated herein by reference)                                                                                                                                                                 |
| @10.19             | -          | Advantox 150 License  Agreement dated November 1, 2000, between the Registrant and Mitsubishi  Materials Silicon Corporation (Filed as Exhibit 10.48 to the Company’s  Annual Report on Form 10-K for the Year Ended December 31, 2000 and  incorporated herein by reference)                                                                                                              |
| †10.20        | -          | Employment Agreement,  dated November 12, 2003 between the Registrant and Martin J. Reid                                                                                                                                                                                                                                                                                                                       |
| @10.21             | -          | License Agreement dated  December 15, 2000, between the Registrant and International Business  Machines Corporation (“IBM”) (Filed as Exhibit 10.50 to the Company’s  Annual Report on Form 10-K for the Year Ended December 31, 2000 and  incorporated herein by reference)                                                                                                     |
| 10.22              | -          | Patent License  Agreement dated December 15, 2000, between the Registrant and IBM (Filed  as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for  the Year Ended December 31, 2000 and incorporated herein by reference)                                                                                                                                                         |
| @10.23             | -          | Amended and Restated  License Agreement dated November 14, 2002, between the Registrant and  IBM (Filed as Exhibit 10.30 to the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 2002 and incorporated  herein by reference)                                                                                                                                          |
| 10.24              | -          | Amendment to the Patent  License Agreement dated November 14, 2002, between the Registrant and  IBM (Filed as Exhibit 10.31 to the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 2002 and incorporated  herein by reference)                                                                                                                                       |
| †10.25        | -          | Change of Control  Agreement, dated March 24, 2005, between the Registrant and William J.  Schmidt. (Filed as Exhibit 10.31 to the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 2004 and incorporated  herein by reference)                                                                                                                                       |
| †10.26        | -          | Amended and restated  Ibis Technology Corporation 1997 Employee, Directors and Consultant Stock  Option Plan (Filed as Exhibit 99.1 to the Company’s Form S-8 (file  No. 333-45247) filed on January 30, 1998, as amended May 18,  2001, June 17, 2004 and May 26, 2006 and incorporated herin by  reference).                                                              |
| 10.27              | -          | Ninth Amendment to  Lease dated April 3, 2006 between the Company and Cherry Hill  Corporation Center LLC amending Lease Agreement dated December 22, 1987  between the company and Thomas J. Fatly d/b/a the Flatly Company (Filed as  Exhibit 10.42 to the Company’s Quarterly Report as Form 10-Q for  the Quarter Ended September 30, 1998 and incorporated herin by  reference.) |

 

 

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| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                          |
|--------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| †10.28        | -          | Amendment to Employment  Agreement dated November 12, 2003 between the Registrant and Martin J.  Reid, (Filed as Exhibit 10.1 to the Company’s Current Report on  Form 8-K filed on August 17, 2006 and incorporated herein by  reference) |
| †10.29        | -          | 2007 Employee, Director  and Consultant Equity Plan (Filed as Appendix A to the Company’s Proxy  Statement filed on April 3, 2007 and incorporated herein by reference.)                                                                                       |
| †10.30        | -          | Extension of Employment  Agreement dated November 12, 2003 between the Registrant and Martin J.  Reid (Filed as Exhibit 10.1 to the Company’s Current Report on  Form 8-K filed on December 7, 2007 and incorporated herein by  reference.)     |
| ** 11              | -          | Statement regarding  computation of per share income (loss)                                                                                                                                                                                                              |
| **23               | -          | Report and Consent on  Financial Statement Schedule of KPMG LLP                                                                                                                                                                                                          |
| ***31.1            | -          | CEO Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                        |
| ***31.2            | -          | CFO Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                        |
| **32.1             | -          | CEO Certification  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.  Section 1350)                                                                                                                                                           |
| **32.2             | -          | CFO Certification  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.  Section 1350)                                                                                                                                                           |

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| *      |   | Previously filed with  the Commission as Exhibits to, and incorporated herein by reference from, the  Company’s Registration Statement filed on Form S-1, File  No. 333-1174, effective April 2, 1996.                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                  |
| **     |   | Previously filed with  the Original Form 10-K                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| ***    |   | Filed herewith.                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| @      |   | Confidential treatment  previously obtained from the Securities and Exchange Commission. The portions  of the document for which confidential treatment has been granted are marked  “Confidential” and such confidential portions have been filed separately with  the Securities and Exchange Commission. |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| † |   | Management contract or  compensatory plan, contract or arrangement.                                                                                                                                                                                                                                                   |

 

Where a document isincorporated by reference from a previous filing, the Exhibit number ofthe document in that previous filing is indicated in parentheses after thedescription of such document.

 

 

 

 

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###### ** **

 

###### **SIGNATURES**

###### ** **

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized, inDanvers, Massachusetts on June 2, 2008.

 
| ** ** | **IBIS TECHNOLOGY CORPORATION** |
|------------|---------------------------------|
|       |                            |
|       | By:                             | /s/ William J Schmidt |
|       |                            | William J. Schmidt |
|       |                            | Chief Financial  Officer, Treasurer and Secretary |

 

 

 

 

 

 

 

 

 

 

 

 

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