We are filing this amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2001, originally filed with the Securities and Exchange Commission on March 12, 2002, solely for the purpose of complying with Regulation S-X, Rule 3-09. Rule 3-09 requires that Form 10-K, but not the annual shareholders' report, contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.

We have determined that our 50% owned joint venture with Sumitomo Heavy Industries, Ltd., known as Sumitomo Eaton Nova Corporation ("SEN"), which is not consolidated in the Axcelis Technologies, Inc. financial statements (and is accounted for under the equity method) was significant under Rule 3-09 in relationship to the Axcelis Technologies, Inc. financial results for the year ended December 31, 2001. Since SEN's fiscal year ended after the date of the filing of our Form 10-K, Rule 3-09 provides that the SEN financial statements may be filed as an amendment to our Form 10-K within 90 days after the end of SEN's fiscal year ended March 31, 2002.

Therefore, this Form 10-K/A amends the following portions of the Axcelis Technologies Form 10-K filed on March 12, 2002:

    -   Item 8 is being amended by submitting the financial statements of SEN for the fiscal years ended March 31, 2002, 2001 and 2000 (the "SEN Financial Statements") as a separate section of this report immediately following Item 14;

    -    Item 14 is being amended to:

        -    include the list of the SEN Financial statements being filed herewith as required by Item 14(a); and

        -    add to the list of exhibits and exhibits filed in accordance with Item 601 of Regulation S-K an Exhibit 23.2, Consent of Ernst & Young LLP - Independent Auditors relating to the SEN Financial Statements, as required by Item 14(c).

As required by Rule 3-09, we will determine with respect to each future fiscal year, whether SEN has been significant with respect to Axcelis' financial results for such year, and file SEN financial statements as necessary to comply with Rule 3-09.

(a) The following documents are filed as part of the Company's Form 10-K, as originally filed on March 12, 2002, and as amended by this form 10-K/A:

  (1)(A)   Financial Statements of Axcelis Technologies, Inc.:

Report of Ernst & Young LLP - Independent Auditors     

Consolidated Statements of Operations-For the fiscal years ended December 31, 2001, 2000 and 1999     

Consolidated Balance Sheets-December 31, 2001 and 2000     

Consolidated Statements of Stockholders' Equity-For the fiscal years ended December 31, 2001, 2000 and 1999     

Consolidated Statements of Cash Flows-For the fiscal years ended December 31, 2001, 2000 and 1999     

Notes to Consolidated Financial Statements    

  (1)(B)   Financial Statements of Sumitomo Eaton Nova Corporation:

Report of Ernst & Young LLP - Independent Auditors     

Consolidated Statements of Operations-For the fiscal years ended March 31, 2002, 2001 and 2000     

Consolidated Balance Sheets-March 31, 2002 and 2001     

Consolidated Statements of Stockholders' Equity-For the fiscal years ended March 31, 2002, 2001 and 2000     

Consolidated Statements of Cash Flows-For the fiscal years ended March 31, 2002, 2001 and 2000     

Notes to Consolidated Financial Statements    

  (2)   Financial Statement Schedules:     

Schedule II - Valuation and Qualifying Accounts for the fiscal years ended December 31, 2001, 2000 and 1999   

All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Company during the quarter ended December 31, 2001.

(c) Exhibits

The exhibits filed as part of this Form 10-K are listed on the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is incorporated herein by reference.

(d) Financial Statement Schedules

The response to this portion of Item 14 is submitted as a separate section of this report.

Note 1. Nature of Business and Significant Accounting Policies

General

Sumitomo Eaton Nova Corporation (the "Company") was established on April 1, 1983 under the Commercial Code of Japan. Until April 24, 2000, the Company was owned equally by Sumitomo Heavy Industries, Ltd. ("SHI"), a Japanese corporation, and Eaton Corporation ("Eaton"), a U.S. corporation. On April 25, 2000, Eaton transferred its entire interests in the Company to Eaton Semiconductor Equipment Inc., a wholly-owned subsidiary of Eaton. On April 26, 2000 Eaton Semiconductor Equipment Inc. changed its name to Axcelis Technologies, Inc. ("Axcelis"), and obtained a listing on the NASDAQ on July 10, 2000. The Company designs, manufactures, sells and repairs ion implantation equipment and semiconductor equipment primarily for Japanese semiconductor manufacturing customers under a license agreement with Axcelis.

The Company established Sense K.K. ("Sense"), a wholly-owned subsidiary on April 1, 1999 under the Commercial Code of Japan. Sense sells used ion implantation and semiconductor equipment, primarily for Japanese semiconductor manufacturing customers, delivers and installs that equipment and provides product support.

The Company and its subsidiary maintain their records and prepare their financial statements in accordance with accounting principles generally accepted in Japan. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States of America. These adjustments were not recorded in the statutory books of account.

The consolidated financial statements include the accounts of the Company and Sense. All significant intercompany balances and transactions are eliminated in consolidation.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The actual results could differ from those estimates.

The Company's functional currency is the Japanese yen. Transaction gains and losses, which arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency, are included in the results of operations as incurred. Transaction gains and losses in each of the years in the three year period ended March 31, 2002 were not material.

The accompanying consolidated financial statements expressed in U.S. dollars have been prepared for use in conjunction with the preparation of the consolidated financial statements of Axcelis and have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation. Assets and liabilities are translated using the exchange rate in effect at year-end. Statement of income items are translated using the average rates for the year. The effects of these translation adjustments are accumulated and included in accumulated other comprehensive loss, a separate component of shareholders' equity. The accumulated other comprehensive loss is comprised entirely of the foreign currency translation adjustment.

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

Inventories are stated at lower of cost, cost being determined by the average method.

Property, plant and equipment is stated on the basis of cost. Depreciation is computed by the declining-balance method over the estimated useful lives of the respective assets (ranging from 2 to 40 years) except for buildings purchased after April 1, 1998, which are depreciated on the straight-line basis over 31 years.

Long-lived assets are reviewed for impairment losses whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of trade notes and accounts receivable. These financial instruments are carried at cost less an allowance for doubtful accounts, which approximates fair value. Substantially all of the Company's notes and accounts receivable are due from companies in the semiconductor industry located in Japan. The Company performs ongoing credit evaluations of its customers' financial condition and generally does not require collateral to secure notes and accounts receivable.

For the years ended March 31, 2000, 2001 and 2002, sales to two customers were approximately 19% and 16%, sales to three customers were approximately 31%, 19% and 18%, and sales to one customer was 22% of consolidated net sales, respectively.

At March 31, 2001 and 2002, accounts receivable from one customer approximated 26% and 20% of consolidated trade receivable, respectively.

The Company recognizes sales at the later of the time of shipment to the customer or the transfer of risk of ownership (which is generally upon customer inspection for machinery sales to domestic customers). Management believes the customer's post delivery acceptance provisions and the installation process have been established to be routine, commercially inconsequential and perfunctory because the process is a replication of the pre-shipment procedures. The majority of the Company's systems are designed and tailored to meet the customer's specifications as outlined in the contract between the customer and the Company. To ensure that the customer's specifications are satisfied, per contract terms, the systems are tested at the Company's facilities prior to shipment, normally with the customer present, under conditions that substantially replicate the customer's production environment and the customer's criteria are confirmed to have been met. The Company has never failed to successfully complete a system installation. Should an installation not be successfully completed, the contractual provisions do not provide for forfeiture, refund or other purchase price concession beyond those prescribed by Japanese Law applicable generally to such transactions. The Company has a demonstrated history of customer acceptance subsequent to shipment and installation of these systems.

Shipping and Handling Costs

Research and Development Costs

Research and development costs are expensed in the year in which such costs are incurred, except for costs relating to equipment that is acquired or constructed for research and development activities and have alternative future uses. At March 31, 2001 and 2002, net amounts capitalized relating to equipment that is used in research and development activities and has alternative future uses amounted to ¥73,758 and ¥114,538 (U.S.$872,737), respectively, and is included in other long-term assets on the consolidated balance sheets. Research and development expense for the years ended March 31, 2000, 2001 and 2002 was ¥1,931,033, ¥2,088,263 and #165;&2,047,594 (U.S. $16,511,523), respectively.

The cost of retirement benefits for seconded employees is incurred by and reimbursed to SHI. The provision for accrued employees' retirement benefits represents the cost for employees who have been employed directly by the Company (see Note 9).

Reclassifications

Certain amounts in the 2001 and 2000 financial statements have been reclassified to conform to the 2002 financial statement presentation.

Recent Accounting Pronouncements

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" which addresses the accounting and financial reporting for the impairment of long-lived assets as well as the disposal of such assets. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company does not expect the adoption of SFAS No. 144 to have a material effect on its financial condition or results of operations.

The components of trade receivable follow:

The components of inventories follow:

The components of property, plant and equipment, net follow:

During the fiscal year ended March 31, 2002, the Company changed its method of accounting for its pension benefits, and the disclosures thereof, to comply with Statement of Financial Accounting Standards No. 87 "Employers' Accounting for Pensions" as amended by Statement of Financial Accounting Standard No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." Accordingly, the 2000 and 2001 consolidated financial statements have been restated. See Note 9 for the disclosures relating to the Company's retirement plans. The restatement had the following impact on amounts presented in these financial statements (in thousands of yen):

Note 6. Transactions with Affiliates

Transactions with affiliates for the years ended March 31, 2000, 2001 and 2002 were as follows (transactions with Axcelis denote transactions with Axcelis or, prior to its formation, Eaton):

Leases

Rental expenses for equipment, land and office space for the years ended March 31, 2000, 2001 and 2002 amounted to ¥313,823, ¥315,936 and ¥300,612, (U.S.$2,424,095), respectively. The Company does not have any significant minimum noncancelable rental commitments.