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S-4 S-4 EX-FILING FEES 0001113232 AXCELIS TECHNOLOGIES INC N/A N/A 0001113232 2025-12-05 2025-12-05 0001113232 1 2025-12-05 2025-12-05 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

AXCELIS TECHNOLOGIES INC

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, $0.001 par value per share 457(a) 25,959,842 $ 2,112,005,617.00 0.0001381 $ 291,667.98
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 2,112,005,617.00

$ 291,667.98

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 291,667.98

Offering Note

1

Rule 457(f) Fee Calculation Details

(a) On September 30, 2025, Axcelis Technologies, Inc., a Delaware corporation ("Axcelis"), Veeco Instruments Inc., a Delaware corporation ("Veeco") and Victory Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Axcelis ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will be merged with and into Veeco (the "Merger"), with Veeco surviving the Merger as a direct, wholly owned subsidiary of Axcelis. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Veeco ("Veeco Common Stock") issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.3575 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of common stock, par value $0.001 per share, of Axcelis (the "Axcelis Common Stock", and such shares the "Veeco Common Stock Merger Consideration"). No fractional shares of Axcelis Common Stock will be issued in the Merger, and Veeco stockholders will receive cash in lieu of any fractional shares as part of the Veeco Common Stock Merger Consideration, as specified in the Merger Agreement. (b) Represents the maximum number of shares of Axcelis Common Stock estimated to be issuable at the Effective Time, calculated as the product of (A) the Exchange Ratio and (B) 72,614,943 (the "Number of Veeco Shares Surrendered"), which, calculated as of December 3, 2025, is the sum of (i) 60,284,276 shares of Veeco Common Stock outstanding, (ii) 1,651,792 shares of Veeco Common Stock underlying outstanding awards of Veeco restricted stock units that vest prior to June 30, 2027 and may be issued prior to the Effective Time, (iii) 66,328 shares of Veeco Common Stock underlying outstanding Veeco restricted stock awards granted to a non-employee member of the Veeco board of directors, (iv) 381,250 shares of Veeco Common Stock underlying outstanding awards of Veeco performance stock units that vest prior to June 30, 2027 and may be issued prior to the Effective Time, and (v) 10,231,297 shares of Veeco Common Stock upon conversion of outstanding Veeco Convertible Notes (as defined in the Merger Agreement). (c) Calculated pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (i) $29.085, the average of the high and low sales prices per share of Veeco Common Stock on December 2, 2025, as reported by the Nasdaq Global Select Market, and (ii) the Number of Veeco Shares Surrendered.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
72,614,943 $ 29.09 $ 2,112,005,617.00 $ 2,112,005,617.00

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A