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Published on 5/23/2008 in the Prospect News Special Situations Daily.

Axcelis refuses to accept resignations of three directors

New York, May 23 - Axcelis Technologies, Inc. said its board has decided not to accept the resignations of three directors who were re-elected on May 1.

Each of the three - Stephen R. Hardis, R. John Fletcher and H. Brian Thompson - received less than a majority of votes and as a result was required to offer to resign by Axcelis' corporate governance policies.

Two separate issues led a majority of the shareholders to withhold authority from the election of the three directors - the failure of the board to recommend in favor of the declassification proposal and the desire of some shareholders for the company to engage in discussions with Sumitomo Heavy Industries.

But Axcelis' board noted that the three directors are experienced and knowledgeable about the company and said that if their resignations were accepted the board would be left with only four remaining directors. One or more of the three directors serves on each of the key committees of the company and Hardis serves as lead director. The board said it believed that losing this experience and knowledge would harm Axcelis.

The board also expressed its intention to be responsive to the shareholder concerns that gave rise to the withhold votes.

The board added that it is seeking to engage in confidential discussions with Sumitomo and, prior to next year's annual meeting, will consider recommending in favor of a declassification proposal at that meeting.

Axcelis is a Beverly, Mass., maker of semiconductor manufacturing equipment.


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