On May 11, 2009, Axcelis Technologies, Inc. (the "Company") issued a press release regarding its financial results for the quarter ended March 31, 2009. The Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.02(e). Compensatory Arrangements of Certain Officers

On May 6, 2009, the Compensation Committee of the Company's Board of Directors approved a temporary reduction in the base compensation of Mary G. Puma, the Company's Chairman and Chief Executive Officer, to an annual rate of $400,000 for 2009 and 2010. This action was in response to a letter from Ms. Puma offering to agree to a 20% salary reduction during 2009 and 2010 as a modification to the Amended and Restated Employment Agreement between Ms. Puma and the Company dated November 6, 2007. This temporary reduction will have no impact on the amount of any separation pay due to Ms. Puma under either her employment agreement or the Change of Control Agreement between Ms. Puma and the Company. A copy of Ms. Puma's letter is filed with this Form 8-K as Exhibit 10.1.

At the 2009 annual meeting of shareholders held on May 6, 2009, the Company's shareholders approved an Amended and Restated Certificate of Incorporation providing for the phase out of the Company's classified Board of Directors. The one-year director term provisions shall apply to directors elected at annual meetings commencing in 2010. The Amended and Restated Certificate of Incorporation also incorporates the existing provisions of the Certificate of Designations adopted on June 30, 2000. It is filed as Exhibit 3.1 to this Form 8-K, and a copy marked to show the amendments is filed as Exhibit 3.2.

(c) Exhibits

3.1     Amended and Restated Certificate of Incorporation of the registrant, as
        adopted May 6, 2009. Filed herewith.

3.2     Amendments to Restated Certificate of Incorporation and Certificate of
        Designations of the registrant adopted May 6, 2009.  Filed herewith.

10.1    Letter from Mary G. Puma to the Board of Directors dated May 1, 2009.
        Filed herewith.

99.1    Press Release dated May 11, 2009. Filed herewith.