Axcelis Technologies,Inc. (NASDAQ:ACLS) Files An 8-K Other EventsItem 8.01. On February 17, 2017, Axcelis Technologies, Inc. (the “Company”) received a letter from Nasdaq regarding the Company’s compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that a listed company have an Audit Committee with three members, and that such members meet certain requirements. Following the death of Barbara J. Lundberg, two members remained on the Company’s Audit Committee, John T. Kurtzweil and Joseph P. Keithley.
On February 15, 2017, the Board of Directors of the Company appointed Joseph P. Keithley, John T. Kurtzweil and R. John Fletcher to serve as the Audit Committee of the Board of Directors, with Mr. Kurtzweil serving as Chairman of such committee, until the next annual meeting of the Board of Directors and until their respective successors are elected and qualified, or until their earlier resignation or removal. All of these directors are Independent Directors under Nasdaq Rule 5605(a)(2). The Board also resolved that each member of the Audit Committee:
(a) met the criteria for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (subject to the exceptions provided in Rule 10A-3(c) of such Act);
(b) had not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and
(c) was able to read and understand financial statements, including a company’s balance sheet, income statement, and cash flow statement.
In addition, the Company’s Board of Directors concluded, based upon the disclosures made by Mr. Kurtzweil, Mr. Keithley and Mr. Fletcher in the director questionnaires executed in 2017, that each such director is an “audit committee financial expert” as defined in Item 401 of Regulation S-K promulgated by the Securities and Exchange Commission.
