content: <PAGE>   1
      As filed with the Securities and Exchange Commission on July 31, 1996
                                                         
                                                        REGISTRATION NO. 33-
  
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
  
                             ----------------------
  
                           IBIS TECHNOLOGY CORPORATION
             (Exact name of Registrant as specified in its charter)
  
           MASSACHUSETTS                                             04-2987600
    (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                              32 Cherry Hill Drive
                               Danvers, MA  01923
                                 (508) 777-4247
                    (Address of Principal Executive Offices)
  
  IBIS TECHNOLOGY CORPORATION 1993 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
                                      PLAN
                           (Full titles of the plans)
  
                        GEOFFREY RYDING, PH.D., PRESIDENT
                           IBIS TECHNOLOGY CORPORATION
                              32 Cherry Hill Drive
                               Danvers, MA  01923
                                 (508) 777-4247
    (Name, address, including zip code, and telephone number, including area 
                           code, of agent for service)
  
                              --------------------
  
  <TABLE>
                                                   CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  <CAPTION>
                                                           Proposed              Proposed       
                                                            maximum               maximum       
             Title of               Amount to be        offering price           aggregate               Amount of
    securities to be registered     registered(1)        per share(2)        offering price(2)       registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  
  <S>                                  <C>                   <C>                  <C>                      <C>
  Common Stock, $.008 par value        315,500               $6.95                $2,192,725               $  757
                                       184,500               $6.75                $1,245,375               $  430
                                       -------                                                             ------
                                       500,000                                                             $1,187
                                                                                                
  ====================================================================================================================================
  <FN>
  
  (1)      The number of shares of common stock, par value $.008 per share ("Common Stock"), stated above consists of the
           aggregate number of shares which may be sold upon the exercise of options which have been granted and/or may hereafter be
           granted under the Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan (the "Plan"). The
           maximum number of shares which may be sold upon the exercise of such options granted under the Plan is subject to
           adjustment in accordance with certain anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule 416
           under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the
           number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after
           the operation of any such anti-dilution and other provisions.
  
  (2)      This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of
           Rule 457(h) under the Securities Act as follows: (i) in the case of shares of Common Stock which may be purchased upon
           exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and
           (ii) in the case of shares of Common Stock for which options have not yet been granted and the option price of which is
           therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the
           Common Stock on the National Market System of the National Association of Securities Dealers Automated Quotation System
           (NASDAQ) as of a date (July 25, 1996) within 5 business days prior to filing this Registration Statement. 
  
  ====================================================================================================================================
  </TABLE>
  
                             Exhibit Index on p. II-6
  
  <PAGE>   2
  
                                      PART I
                                      ------
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
           Explanatory Note. In accordance with the instructional Note to Part I
  of Form S-8 as promulgated by the Securities and Exchange Commission (the
  "Commission"), the information specified by Part I of Form S-8 has been omitted
  from this Registration Statement on Form S-8 for offers of Common Stock pursuant
  to the Plan. This Registration Statement on Form S-8 hereby registers 500,000
  new shares of Common Stock pursuant to the Plan. A Registration Statement on
  Form S-8 (No. 33-81452) registering an aggregate of 635,479 shares of Common
  Stock under the Registrant's 1988 Stock Option Plan and the Plan was filed with
  the Commission on July 12, 1994.
  
  
  
  
  <PAGE>   3
  
  
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Certain Documents by Reference.
  - --------------------------------------------------------
  
          The following documents filed by the Registrant with the Commission are
          incorporated herein by reference:
    
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995.
  
           (b)      The Company's Quarterly Report on Form 10-Q for the quarter 
  ended March 31, 1996.
  
           (c)      The Company's Current Report on Form 8-K for the December 19,
  1995 event.
  
           (d)      The Company's Current Report on Form 8-K for the March 14, 
  1996 event.
  
           (e)      The Company's Current Report on Form 8-K for the May 22, 1996
  event.
  
           (f) The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 0-13078) filed under the Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
           All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  Item 4.  Description of Securities.
  - ----------------------------------
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  - -----------------------------------------------
  
           Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own an
  aggregate of approximately 600 shares of Common Stock and 600 Redeemable
  Warrants (each Redeemable Warrant is currently exercisable for approximately
  1.04 shares of Common Stock at a price of $8.08 per share, subject to certain
  anti-dilution provisions contained in the Redeemable Warrants).
  
  Item 6.  Indemnification of Directors and Officers.
  - --------------------------------------------------
  
           Incorporated herein by reference from Registration Statement on Form 
  S-1, No. 333-1174.
  
  Item 7.  Exemption from Registration Claimed.
  - --------------------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits.
  - -----------------
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
                                       II-1
  
  <PAGE>   4
  
  Item 9.  Undertakings.
  - ---------------------
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement:
  
                           (i)        To include any prospectus required by 
                     Section 10(a)(3) of the Securities Act of 1933;
  
                          (ii)        To reflect in the prospectus any facts or 
                    events arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represents
                    a fundamental change in the information set forth in the
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) ([Section] 230.424(b) of this chapter)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration 
                    Fee" table in the effective registration statement.
  
                         (iii)        To include any material information with 
                    respect to the plan of distribution not previously disclosed 
                    in the Registration Statement or any material change to such
                    information in the Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the Registration Statement is on Form S-3 or Form S-8, and
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Securities
           Exchange Act of 1934 that are incorporated by reference in this
           Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 that is incorporated by
           reference in this Registration Statement shall be deemed to be a new
           registration statement relating to the securities offered therein, and
           the offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Registrant of expenses incurred or 
           paid by a director, officer or controlling person of the Registrant 
           in the successful 
  
                                       II-2
  
  <PAGE>   5
  
           defense of any action, suit or proceeding) is asserted by such
           director, officer or controlling person in connection with the
           securities being registered, the Registrant will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
                                       II-3
  
  <PAGE>   6
  
  
  
                                           SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, as amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Danvers, Massachusetts on
  July 31, 1996.
  
  
                                           IBIS TECHNOLOGY CORPORATION
  
  
  
                                           By  /s/ Geoffrey Ryding
                                              ----------------------------
                                              Geoffrey Ryding, Ph.D., President
                                              and Chief Executive Officer
  
  
  
           Each person whose signature appears below constitutes and appoints
  Geoffrey Ryding, Timothy J. Burns and Debra L. Carroll, or any of them, his or
  her true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution in each of them, for him or her and in his or
  her name, place and stead, and in any and all capacities, to sign any and all
  amendments to this Registration Statement on Form S-8 of Ibis Technology
  Corporation (including post-effective amendments), or any other registration
  statement for the same offering that is to be effective upon filing pursuant to
  Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite or necessary to be done in or about the premises,
  as full to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them or their or his or her substitute or substitutes may lawfully do or
  cause to be done by virtue hereof.
  
  
  
                                       II-4
  
  <PAGE>   7
  
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       Signature                        Title                           Date
       ---------                        -----                           ----
  
  /s/ Richard Hodgson           
  - --------------------------       Chairman of the                  July 31, 1996
  Richard Hodgson                  Board of Directors             
                                   and Director                   
                                                                  
  /s/ Geoffrey Ryding  
  - --------------------------       President, Chief Executive       July 31, 1996
  Geoffrey Ryding, Ph.D.           Officer, and Director                     
                                   (principal executive         
                                   officer)                     
                                                                
  /s/ Timothy J. Burns                
  - --------------------------       Chief Financial Officer and      July 31, 1996
  Timothy J. Burns                 Operations Manager           
                                   (principal financial         
                                   officer)                     
                                                                
  /s/ Debra L. Carroll         
  - --------------------------       Controller, Treasurer,           July 31, 1996
  Debra L. Carroll                 and Clerk (principal         
                                   accounting officer)          
                                                                
  /s/ Peter H. Rose                                                              
  - --------------------------       Director                         July 31, 1996
  Peter H. Rose, Ph.D.                                          
                                                                
  /s/ Ted R. Dintersmith
  - --------------------------       Director                         July 31, 1996
  Ted R. Dintersmith, Ph.D.                                     
                                                                
                                                                
                                                                
                                       II-5
  
  <PAGE>   8
                           IBIS TECHNOLOGY CORPORATION
  
                           INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT
  
  
  Exhibit
  Number            Description
  - -------           -----------
  
   (4.1)            Form of Common Stock Certificate (Filed as Exhibit 4.2 to 
                    Registration Statement on Form S-1, as amended, No. 333-1174,
                    and incorporated herein by reference).
  
   (4.2)            Article 4 of Restated Articles of Organization (Filed as 
                    Exhibit 4.1 to Registration Statement on Form S-1, as amended,
                    No. 333-1174, and incorporated herein by reference).
  
   (4.3)            Restated By-Laws (Filed as Exhibit 3.2 to Registration 
                    Statement on Form S-1, as amended, No. 333-1174, and 
                    incorporated herein by reference).
  
   (5)              Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    as to the legality of shares being registered.
  
  (10.1)            Ibis Technology Corporation 1993 Employee, Director and 
                    Consultant Stock Option Plan (Filed as Exhibit 10.15 to 
                    Registration Statement on Form S-1, as amended, No. 333-1174,
                    and incorporated herein by reference).
  
  (23.1)            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    (included in opinion of counsel filed as Exhibit 5).
  
  (23.2)            Consent of KPMG Peat Marwick LLP.
  
  (24)              Power of Attorney to file future amendments (set forth on the
                    signature page of this Registration Statement.)
  
  
                                       II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "IBIS TECHNOLOGY CORPORATION FORM S-8", "secsgml_size_bytes": 20244}]
metadata_filer: {"company-data": {"conformed-name": "IBIS TECHNOLOGY CORP", "cik": "0000855182", "assigned-sic": "3674", "irs-number": "042987600", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09239", "film-number": "96601517"}, "business-address": {"street1": "32A CHERRY HILL DR", "city": "DANVERS", "state": "MA", "zip": "01923", "phone": "5087774247"}, "mail-address": {"street2": "32 CHERRY HILL DR", "city": "DANVERS", "state": "MA", "zip": "01923"}}
text: 1
      As filed with the Securities and Exchange Commission on July 31, 1996
                                                         
                                                        REGISTRATION NO. 33-
  
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
  
                             ----------------------
  
                           IBIS TECHNOLOGY CORPORATION
             (Exact name of Registrant as specified in its charter)
  
           MASSACHUSETTS                                             04-2987600
    (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                              32 Cherry Hill Drive
                               Danvers, MA  01923
                                 (508) 777-4247
                    (Address of Principal Executive Offices)
  
  IBIS TECHNOLOGY CORPORATION 1993 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
                                      PLAN
                           (Full titles of the plans)
  
                        GEOFFREY RYDING, PH.D., PRESIDENT
                           IBIS TECHNOLOGY CORPORATION
                              32 Cherry Hill Drive
                               Danvers, MA  01923
                                 (508) 777-4247
    (Name, address, including zip code, and telephone number, including area 
                           code, of agent for service)
  
                              --------------------
  
                                                   CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  Proposed              Proposed       
                                                            maximum               maximum       
             Title of               Amount to be        offering price           aggregate               Amount of
    securities to be registered     registered(1)        per share(2)        offering price(2)       registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.008 par value        315,500               $6.95                $2,192,725               $  757
                                       184,500               $6.75                $1,245,375               $  430
                                       -------                                                             ------
                                       500,000                                                             $1,187
                                                                                                
  ====================================================================================================================================
  (1)      The number of shares of common stock, par value $.008 per share ("Common Stock"), stated above consists of the
           aggregate number of shares which may be sold upon the exercise of options which have been granted and/or may hereafter be
           granted under the Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan (the "Plan"). The
           maximum number of shares which may be sold upon the exercise of such options granted under the Plan is subject to
           adjustment in accordance with certain anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule 416
           under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the
           number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after
           the operation of any such anti-dilution and other provisions.
  
  (2)      This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of
           Rule 457(h) under the Securities Act as follows: (i) in the case of shares of Common Stock which may be purchased upon
           exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and
           (ii) in the case of shares of Common Stock for which options have not yet been granted and the option price of which is
           therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the
           Common Stock on the National Market System of the National Association of Securities Dealers Automated Quotation System
           (NASDAQ) as of a date (July 25, 1996) within 5 business days prior to filing this Registration Statement. 
  
  ====================================================================================================================================
  Exhibit Index on p. II-6
  2
  
                                      PART I
                                      ------
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Explanatory Note. In accordance with the instructional Note to Part I
  of Form S-8 as promulgated by the Securities and Exchange Commission (the
  "Commission"), the information specified by Part I of Form S-8 has been omitted
  from this Registration Statement on Form S-8 for offers of Common Stock pursuant
  to the Plan. This Registration Statement on Form S-8 hereby registers 500,000
  new shares of Common Stock pursuant to the Plan. A Registration Statement on
  Form S-8 (No. 33-81452) registering an aggregate of 635,479 shares of Common
  Stock under the Registrant's 1988 Stock Option Plan and the Plan was filed with
  the Commission on July 12, 1994.
  3
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
  - --------------------------------------------------------
  
          The following documents filed by the Registrant with the Commission are
          incorporated herein by reference:
    
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995.
  
           (b)      The Company's Quarterly Report on Form 10-Q for the quarter 
  ended March 31, 1996.
  
           (c)      The Company's Current Report on Form 8-K for the December 19,
  1995 event.
  
           (d)      The Company's Current Report on Form 8-K for the March 14, 
  1996 event.
  
           (e)      The Company's Current Report on Form 8-K for the May 22, 1996
  event.
  
           (f) The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 0-13078) filed under the Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
           All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  Item 4.  Description of Securities.
  - ----------------------------------
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  - -----------------------------------------------
  
           Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own an
  aggregate of approximately 600 shares of Common Stock and 600 Redeemable
  Warrants (each Redeemable Warrant is currently exercisable for approximately
  1.04 shares of Common Stock at a price of $8.08 per share, subject to certain
  anti-dilution provisions contained in the Redeemable Warrants).
  
  Item 6.  Indemnification of Directors and Officers.
  - --------------------------------------------------
  
           Incorporated herein by reference from Registration Statement on Form 
  S-1, No. 333-1174.
  
  Item 7.  Exemption from Registration Claimed.
  - --------------------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits.
  - -----------------
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
                                       II-1
  4
  
  Item 9.  Undertakings.
  - ---------------------
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement:
  
                           (i)        To include any prospectus required by 
                     Section 10(a)(3) of the Securities Act of 1933;
  
                          (ii)        To reflect in the prospectus any facts or 
                    events arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represents
                    a fundamental change in the information set forth in the
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) ([Section] 230.424(b) of this chapter)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration 
                    Fee" table in the effective registration statement.
  
                         (iii)        To include any material information with 
                    respect to the plan of distribution not previously disclosed 
                    in the Registration Statement or any material change to such
                    information in the Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the Registration Statement is on Form S-3 or Form S-8, and
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Securities
           Exchange Act of 1934 that are incorporated by reference in this
           Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 that is incorporated by
           reference in this Registration Statement shall be deemed to be a new
           registration statement relating to the securities offered therein, and
           the offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Registrant of expenses incurred or 
           paid by a director, officer or controlling person of the Registrant 
           in the successful 
  
                                       II-2
  5
  
           defense of any action, suit or proceeding) is asserted by such
           director, officer or controlling person in connection with the
           securities being registered, the Registrant will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
                                       II-3
  6
  
                                           SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, as amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Danvers, Massachusetts on
  July 31, 1996.
  
                                           IBIS TECHNOLOGY CORPORATION
  
                                           By  /s/ Geoffrey Ryding
                                              ----------------------------
                                              Geoffrey Ryding, Ph.D., President
                                              and Chief Executive Officer
  
           Each person whose signature appears below constitutes and appoints
  Geoffrey Ryding, Timothy J. Burns and Debra L. Carroll, or any of them, his or
  her true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution in each of them, for him or her and in his or
  her name, place and stead, and in any and all capacities, to sign any and all
  amendments to this Registration Statement on Form S-8 of Ibis Technology
  Corporation (including post-effective amendments), or any other registration
  statement for the same offering that is to be effective upon filing pursuant to
  Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite or necessary to be done in or about the premises,
  as full to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them or their or his or her substitute or substitutes may lawfully do or
  cause to be done by virtue hereof.
  
                                       II-4
  7
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       Signature                        Title                           Date
       ---------                        -----                           ----
  
  /s/ Richard Hodgson           
  - --------------------------       Chairman of the                  July 31, 1996
  Richard Hodgson                  Board of Directors             
                                   and Director                   
                                                                  
  /s/ Geoffrey Ryding  
  - --------------------------       President, Chief Executive       July 31, 1996
  Geoffrey Ryding, Ph.D.           Officer, and Director                     
                                   (principal executive         
                                   officer)                     
                                                                
  /s/ Timothy J. Burns                
  - --------------------------       Chief Financial Officer and      July 31, 1996
  Timothy J. Burns                 Operations Manager           
                                   (principal financial         
                                   officer)                     
                                                                
  /s/ Debra L. Carroll         
  - --------------------------       Controller, Treasurer,           July 31, 1996
  Debra L. Carroll                 and Clerk (principal         
                                   accounting officer)          
                                                                
  /s/ Peter H. Rose                                                              
  - --------------------------       Director                         July 31, 1996
  Peter H. Rose, Ph.D.                                          
                                                                
  /s/ Ted R. Dintersmith
  - --------------------------       Director                         July 31, 1996
  Ted R. Dintersmith, Ph.D.                                     
                                                                
                                                                
                                                                
                                       II-5
  8
                           IBIS TECHNOLOGY CORPORATION
  
                           INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT
  
  Exhibit
  Number            Description
  - -------           -----------
  
   (4.1)            Form of Common Stock Certificate (Filed as Exhibit 4.2 to 
                    Registration Statement on Form S-1, as amended, No. 333-1174,
                    and incorporated herein by reference).
  
   (4.2)            Article 4 of Restated Articles of Organization (Filed as 
                    Exhibit 4.1 to Registration Statement on Form S-1, as amended,
                    No. 333-1174, and incorporated herein by reference).
  
   (4.3)            Restated By-Laws (Filed as Exhibit 3.2 to Registration 
                    Statement on Form S-1, as amended, No. 333-1174, and 
                    incorporated herein by reference).
  
   (5)              Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    as to the legality of shares being registered.
  
  (10.1)            Ibis Technology Corporation 1993 Employee, Director and 
                    Consultant Stock Option Plan (Filed as Exhibit 10.15 to 
                    Registration Statement on Form S-1, as amended, No. 333-1174,
                    and incorporated herein by reference).
  
  (23.1)            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    (included in opinion of counsel filed as Exhibit 5).
  
  (23.2)            Consent of KPMG Peat Marwick LLP.
  
  (24)              Power of Attorney to file future amendments (set forth on the
                    signature page of this Registration Statement.)
  
                                       II-6