Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 15, 2009, Axcelis Technologies, Inc. (the "Company") received notice from the Nasdaq Global Select Market (which maintains the principal listing for the Company's common stock) that the Company's common stock has failed to comply with the minimum bid price requirement for continued listing set forth in Marketplace Rule 5450(a)(1). The letter gives Axcelis notice that the Company's bid price of its common stock has closed under $1.00 for the 30 business days preceding the date of the letter. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until March 15, 2010, to regain compliance.

The Nasdaq notice has no effect on the listing of the Company's common stock at this time.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated September 17, 2009. Filed herewith.

---