##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number 0-22430
  Asyst Technologies,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  California

94-2942251(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    No.)   46897 Bayside Parkway, Fremont, California 94538
 (Address of principal executive
    offices)
  Registrants telephone number, including area code:
 (510) 661-5000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock

The NASDAQ Stock Market LLC
    (NASDAQ Global Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



ASYST
    TECHNOLOGIES, INC.
  TABLE OF
    CONTENTS
  
  Page No.PART IItem 1.


Business

3Item 1A.


Risk
    Factors

12Item 1B.


Unresolved Staff
    Comments

21Item 2.


Properties

21Item 3.


Legal
    Proceedings

22Item 4.


Submission of
    Matters to a Vote of Security Holders

23PART IIItem 5.


Market for the
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities

24Item 6.


Selected Financial
    Data

25Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations

26Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk

46Item 8.


Financial
    Statements and Supplementary Data

48Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure

92Item 9A.


Controls and
    Procedures

92Item 9B.


Other
    Information

94PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance

95Item 11.


Executive
    Compensation

95Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters

95Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence

95Item 14.


Principal
    Accountant Fees and Services

95PART IVItem 15.


Exhibits, and
    Financial Statement Schedules

95EXHIBIT 10.17EXHIBIT 10.25EXHIBIT 10.39EXHIBIT 10.40EXHIBIT 10.41EXHIBIT 10.43EXHIBIT 10.44EXHIBIT 10.45EXHIBIT 10.46EXHIBIT 10.47EXHIBIT 10.48EXHIBIT 10.49EXHIBIT 10.50EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




---



##### Table of Contents



PART I



FORWARD
    LOOKING STATEMENTS  Except for the historical information contained herein, the
    following discussion includes forward-looking statements within
    the meaning of Section 27A of the Securities Act of 1933,
    and Section 21E of the Securities Exchange Act of 1934 that
    involve risks and uncertainties. We intend such forward-looking
    statements to be covered by the safe harbor provisions for
    forward-looking statements contained in the Private Securities
    Litigation Reform Act of 1995 and we are including this
    statement for purposes of complying with these safe harbor
    provisions. We have based these forward-looking statements on
    our current expectations and projections about future events.
    Our actual results could differ materially, as a result of
    certain factors including but not limited to those discussed in
    Risk Factors in this report and our other Securities
    and Exchange Commission (SEC) filings. These
    forward-looking statements are not guarantees of future
    performance and are subject to risks, uncertainties and
    assumptions, including those set forth in this section as well
    as those under the caption, Item 1A Risk
    Factors.
  Words such as expect, anticipate,
    intend, plan, believe,
    estimate and variations of such words and similar
    expressions are intended to identify such forward-looking
    statements. Except as may be required by law, we do not intend
    to publicly update or revise any forward-looking statements,
    whether as a result of new information, future events or
    otherwise. In light of these risks, uncertainties and
    assumptions, the forward-looking events discussed in this report
    might not occur.
  The following discussion should be read in conjunction with
    the audited consolidated financial statements and related notes
    included in this report and our audited consolidated financial
    statements and related notes as of March 31, 2007, and for
    each of the three years in the period ended March 31, 2007
    as filed in this report.
      Item 1 
    Business  Overview
  work-in-process.
  
    The use of larger diameter silicon wafers, which require
    automated handling because of ergonomic issues and increased
    yield risk.
    The use of larger size glass panels for the manufacturing of
    FPDs, which require automated handling because of the extreme
    bulk and weight of the panels.
    Continuing decreases in semiconductor device line widths, which
    require higher levels of cleanliness in the manufacturing
    process.
    Increasingly complex semiconductor devices, which require more
    process steps and thus greater transportation and tool loading
    capabilities and higher throughput.
    Continuing customer requirements for enhanced manufacturing
    control, productivity and return on capital. 3




---



##### Table of Contents



Acquisition
    and Related Debt Financing Facility
          Industry
    Background:
  Semiconductor
    Manufacturing Automation
    work-in-process work-in-process
   4




---



##### Table of Contents



work-in-process
  FPD
    Manufacturing Automation
    The Asyst
    Solution
    Increased Manufacturing Productivity. work-in-process
  Higher Yields. work-in-process
    Strategy
    and Business Developments
   5




---



##### Table of Contents



Further Penetrate the Markets for Semiconductor and FPD
    AMHS.
  Increase Penetration of New Tool and Fab Automation
    Products.
  Focus on Supply Chain Excellence.
  Increase customer satisfaction.
  Products
  Fab
    Automation
    Loadports.
 6




---



##### Table of Contents



Substrate-Handling Robotics
  EFEMs. work-in-process set-up
    Sorters.
  Auto-ID Systems. work-in-process
  AMHS
    for Semiconductor Manufacturing
  bay-to-bay
  Wafer Stockers.
 7




---



##### Table of Contents



OHT.
  OHS.
  Automated Guided Vehicle
    (AGV).
  Rail Guided Vehicle (RGV).
  AMHS
    for FPD Manufacturing
  LCD Stocker. work-in-progress
  LCD AGVs.
  Generation 8 AMHS.
  Software. e-manufacturing
  Customers
     8




---



##### Table of Contents



Sales and
    Marketing
        Research
    and Development
      Manufacturing
  and/or
  U.S.-based
  Competition
   9




---



##### Table of Contents



Intellectual
    Property
  and/or
     10




---



##### Table of Contents



Backlog
    Employees
    Financial
    Information by Business Segment and Geographic Data
    Environmental
    Compliance
    Additional
    Information and Governance Matters
    Form 10-K, Form 10-Q, Form 8-K, http://www.asyst.com
   11




---



##### Table of Contents



Form 10-K.
  Form 8-K. Form 8-K Form 8-K
    Item 1A 
    Risk
    Factors  We
    have a history of significant losses.
    We
    face potential risks in connection with our outstanding
    indebtedness; if we are not able to restructure portions of this
    debt on a timely basis on desired terms in the future, our
    ability to discharge our obligations under this indebtedness,
    liquidity and business may be harmed.
    
    Under a senior secured credit agreement entered into in June
    2006 with Bank of America, N.A., as lender and administrative
    agent and other lenders, we borrowed an aggregate amount of
    approximately $81.5 million to fund the purchase of ASI
    shares from Shinko on July 14, 2006, as described under
    Item 1  Business, Acquisition and Related
    Debt Financing Facility and issued a letter of credit in
    favor of Shinko for approximately $11 million related to
    the equity option on Shinkos remaining
    4.9 percent ASI share ownership. This credit agreement
    provides a $115 million senior secured credit facility
    consisting of a $90 million revolving credit facility,
    including a $20 million sub-limit for letters of credit and
    $10 million sub-limit for swing-line loans, and a
    $25 million term loan facility. The credit agreement will
    terminate and all amounts outstanding will be due July 13,
    2009, provided that Asysts outstanding 5 3/4 percent
    convertible subordinated notes due July 3, 2008, are
    redeemed or repurchased, or the maturity of the notes extended,
    on terms reasonably satisfactory to the administrative agent on
    or before March 31, 2008; otherwise, amounts outstanding
    under the credit agreement will be due on March 31, 2008.
    We have approximately $86.3 million outstanding under our 5
    3/4 percent convertible subordinated notes privately issued
    in July 2001. These notes are convertible, at the option of the
    holder, at any time on or prior to maturity into shares of our
    common stock at a conversion price of $15.18 per share. We
    are required to pay interest on these convertible notes on
    January 3 and July 3 of each year. These notes mature
    July 3, 2008 and are redeemable at our option.
    At March 31, 2007, ASI had four revolving lines of credit
    with Japanese banks. These lines allow aggregate borrowing of up
    to 6 billion Japanese Yen, or approximately
    $51 million at the exchange rate as of March 31, 2007.
    At year-end, there were no borrowings outstanding on these lines. 12




---



##### Table of Contents




    Under the $115 million senior secured credit agreement with
    Bank of America, the bank maintains a letter of credit in the
    amount of $750,000 in favor of the landlord under our current
    headquarters lease in Fremont, California.
    Bank of America also maintains a letter of credit in the amount
    of $11 million in favor of Shinko Electric, Co. Ltd. as
    part of the purchase agreement between Asyst and Shinko dated
    July 14, 2006. The letter of credit secures Asysts
    obligation to purchase the remaining 4.9 percent of equity
    in ASI from Shinko.  and/or
  and/or
  and/or
     13




---



##### Table of Contents



We
    have risk of material losses including attorney fees and
    expenses in conjunction with ongoing lawsuits.
  In re Asyst
    Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et al.
   14




---



##### Table of Contents



If we
    continue to fail to achieve and maintain effective disclosure
    controls and procedures and internal control over financial
    reporting on a consolidated basis, our stock price and investor
    confidence in our Company could be materially and adversely
    affected.
      Form 10-K Form 10-K Form 10-K/A
    Our
    global operations subject us to risks that may negatively affect
    our results of operations and financial condition.
    
    security concerns, such as armed conflict and civil or military
    unrest, crime, political instability, and terrorist activity;
    trade restrictions; compliance with extensive foreign and
    U.S. export laws;
    natural disasters;
    inability to enforce payment obligations or legal protections
    accorded creditors to the same extent within the U.S.
    differing employment practices and labor issues;
    local business and cultural factors that differ from our normal
    standards and practices;
    regulatory requirements and prohibitions that differ between
    jurisdictions;
    restrictions on our operations by governments seeking to support
    local industries, nationalization of our operations, and
    restrictions on our ability to repatriate earnings; and or
    the laws of certain foreign countries may not protect our
    intellectual property to the same extent as do the laws of the
    United States; 15




---



##### Table of Contents



Fluctuations
    in the demand for and mix of products sold may adversely affect
    our financial results.
    
    competitive pressures from companies that have competing products
    changes in customer product needs;
    changes in business and economic conditions, including a
    downturn in the semiconductor industry;
    strategic actions taken by our competitors; and/or
    market acceptance of our products.  start-up
  Most
    of our Fab Automation Product manufacturing is outsourced to a
    single contract manufacturer, which could disrupt the
    availability of our Fab Automation Products and adversely affect
    our gross margins.
       16




---



##### Table of Contents



Shortages
    of components necessary for product assembly by Solectron or us
    can delay shipments to our customers and can lead to increased
    costs, which may negatively impact our financial
    results.
    We
    depend on large purchases from a few significant customers, and
    any loss, cancellation, reduction or delay in purchases by, or
    failure to collect receivables from these customers could harm
    our business.
    We
    operate in an intensely competitive industry, and our failure to
    respond quickly to technological developments and introduce new
    products and features could have an adverse effect on our
    ability to compete.
   17




---



##### Table of Contents



We may
    be unable to protect our intellectual property rights and we may
    become involved in litigation concerning the intellectual
    property rights of others.
          Our
    results of operations could vary as a result of the methods,
    estimates, and judgments we use in applying our accounting
    policies.
  Form 10-K).
 18




---



##### Table of Contents



Changes
    in our effective tax rate may have an adverse effect on our
    results of operations.
    
    the jurisdictions in which profits are determined to be earned
    and taxed;
    the resolution of issues arising from tax audits with various
    tax authorities;
    changes in the valuation of our deferred tax assets and
    liabilities;
    adjustments to estimated taxes upon finalization of various tax
    returns;
    changes in share-based compensation expense;
    changes in tax laws or the interpretation of such tax laws and
    changes in generally accepted accounting principles; and/or
    the repatriation of
    non-U.S. earnings
    for which we have not previously provided for U.S. taxes.    We may
    not be able to integrate efficiently the operations of our
    acquisitions, and may incur substantial losses in the
    divestiture of assets or operations.
    We
    have continued to experience unexpected turnover in our finance
    department, and this has had an adverse impact on our business;
    In order to compete, we must attract, retain, and motivate key
    employees Company wide, and our failure to do so could have an
    adverse effect on our results of operations.
   19




---



##### Table of Contents



Form 10-K/A Form 10-Q
        Risks
    Related to Our Industry
  The
    semiconductor manufacturing equipment industry is highly
    cyclical and is affected by recurring downturns in the
    semiconductor industry, and these cycles can harm our operating
    results.
       20




---



##### Table of Contents



We may
    not effectively compete in a highly competitive semiconductor
    manufacturing equipment industry.
          Item 1B 
    Unresolved
    Staff Comments    Item 2 
    Properties    SquareFootage


Lease

Facilities byLocation

Functions

(Approximate)


Expiration

SegmentsFremont, California

Corporate headquarters


95,000


March 2013

Fab Automation/AMHSFremont, California

Repair and maintenance


35,000


February 2008

Fab Automation/AMHSAndover, Massachusetts

Sales and support


5,000


April 2009

Fab AutomationRichardson, Texas

Sales and support


2,000


May 2009

Fab AutomationAustin, Texas

Sales and support, R&D


3,000


June 2008

Fab AutomationNagoya, Japan

Administration, manufacturing,
    R&D


65,000


Owned

Fab Automation/AMHSNagoya, Japan

Administration, manufacturing


7,000


December 2008

Fab AutomationNagoya, Japan

Warehouse


7,000


March 2008

Fab AutomationHsin-Chu City, Taiwan

Administration, sales and support


7,000


May 2007

Fab Automation/AMHSGenting, Singapore

Sales and support


2,000


September 2008

Fab AutomationIse, Japan

Administration, manufacturing,
    R&D


176,000


June 2011

AMHSTokyo, Japan

Sales and support


4,000


May 2008

AMHS    21




---



##### Table of Contents



Item 3 
    Legal
    Proceedings       22




---



##### Table of Contents



In re Asyst
    Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et. seq. Rule 10b-5 Rule 14a-9
    Item 4 
    Submission
    of Matters to a Vote of Security Holders   23




---



##### Table of Contents



PART II  Item 5 
    Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Price
    Range of Common Stock
    High


LowFiscal year ended March 31,
    2006First quarter

$
4.89


$
3.12Second quarter

$
5.49


$
4.41Third quarter

$
6.53


$
3.84Fourth quarter

$
11.20


$
5.55Fiscal year ended March 31,
    2007First quarter

$
10.72


$
5.83Second quarter

$
7.63


$
6.43Third quarter

$
8.82


$
6.25Fourth quarter

$
7.46


$
6.22   Approximate
    Number of Equity Security Holders
    Performance
    Measurement Comparison
    Dividends
    Issuer
    Purchases of Equity Securities
   24




---



##### Table of Contents



Item 6 
    Selected
    Financial Data  Selected
    Consolidated Financial Data
  Form 10-K.
    March 31,2007


2006


2005


2004


2003(In thousands)Consolidated Balance Sheet
    DataCash and cash equivalents and
    short-term investments

$
99,701


$
109,926


$
101,180


$
117,860


$
96,214Total assets


465,686



415,294



483,774



472,864



395,225Long-term debt and capital leases,
    net of current portion


86,412



87,168



88,750



91,074



114,812Shareholders equity


94,681



87,679



89,717



102,252



62,622   Fiscal Year Ended March 31,2007


2006


2005


2004


2003(In thousands, except per share data)Consolidated Statements of
    Operations Data:Net sales

$
492,473


$
459,221


$
612,987


$
301,642


$
259,495Gross profit


154,721



161,246



122,215



53,370



74,637Income (loss) from operations


10,675



32,286



(17,829
)


(86,489
)


(86,581
)Gain on sale of wafer and reticle
    carrier product line


















28,420Loss from continuing operations
    before discontinued operations and cumulative effect of a change
    in accounting principle

$
(141
)

$
(104
)

$
(17,743
)

$
(82,616
)

$
(122,607
)Discontinued operations, net of
    income tax


















(21,096
)Cumulative effect of change in
    accounting principle


103















Net loss

$
(38
)

$
(104
)

$
(17,743
)

$
(82,616
)

$
(143,703
)Basic and diluted net income
    (loss) per share:Loss from continuing operations
    before discontinued operations and cumulative effect of a change
    in accounting principle

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)

$
(3.27
)Loss from discontinued operations,
    net of income tax


















(0.56
)Cumulative effect of change in
    accounting principle


0.00















Net loss per share

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)

$
(3.83
)Shares used in net loss per share
    calculation:Basic and diluted


48,924



47,972



47,441



41,805



37,489      25




---



##### Table of Contents



Form 10-K
  Item 7 
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion of our financial condition and
    results of operations should be read in conjunction with our
    consolidated financial statements and the related notes included
    elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements, which
    involve risk and uncertainties. Words such as
    expects, goals, plans
    believes, contains, may, and
    variations of such words and similar expressions are intended to
    identify such forward-looking statements. In addition, any
    statements that refer to projections of our future financial
    performance, our anticipated growth and trends in our business,
    and other characterizations of future events or circumstances
    are forward-looking statements. Our actual results could differ
    materially from those anticipated in the forward looking
    statements as a result of certain factors, including but not
    limited to those discussed in Item 1A Risk
    Factors and elsewhere in this Annual Report.
  Independent
    Directors Stock Option Investigation and Restatement of
    Financial Statements
       26




---



##### Table of Contents



27




---



##### Table of Contents



Cost of
    Restatement and Legal Activities
    In re Asyst
    Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et al.
    Overview
         28




---



##### Table of Contents



and/or
    Critical
    Accounting Policies and Estimates
  General
      Revenue Recognition and/or
 29




---



##### Table of Contents



81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts.
  SOP 97-2, Software Revenue
    Recognition. percentage-of-completion
  Allowance
    for Doubtful Accounts
    Inventory
    Reserves
  work-in-process,
  Goodwill
    and Other Intangible Assets
   30




---



##### Table of Contents



Warranty
    Reserve
    Accounting
    for Income Taxes
      Impairment
    of Long-Lived Assets
    Share-Based
    Compensation
       31




---



##### Table of Contents



32




---



##### Table of Contents



Results
    of Operations
  Comparison
    of Sales, Gross Profit, Expenses, Interest & Other,
    and Taxes
    Fiscal Year Ended March 31,2007


2006


2005NET SALES


100.0
%


100.0
%


100.0
%COST OF SALES


68.6
%


64.9
%


80.1
%GROSS PROFIT


31.4
%


35.1
%


19.9
%OPERATING EXPENSES:Research and development


7.0
%


6.1
%


5.7
%Selling, general and administrative


17.7
%


18.4
%


12.7
%Amortization of acquired
    intangible assets


4.1
%


3.6
%


3.3
%Restructuring charges (credits)


0.4
%


(0.0
)%


0.3
%Asset impairment charges










0.8
%Total operating expenses


29.2
%


28.1
%


22.8
%INCOME (LOSS) FROM OPERATIONS


2.2
%


7.0
%


(2.9
)%INTEREST AND OTHER INCOME
    (EXPENSE), NET:Interest income


0.5
%


0.6
%


0.3
%Interest expense


(1.8
)%


(1.5
)%


(1.1
)%Other income, net


0.8
%


1.1
%


0.7
%Interest and other income
    (expense), net


(0.5
)%


0.2
%


(0.1
)%INCOME (LOSS) BEFORE BENEFIT FROM
    (PROVISION FOR) INCOME TAXES AND MINORITY INTEREST


1.7
%


7.2
%


(3.0
)%BENEFIT FROM (PROVISION FOR)
    INCOME TAXES


(1.3
)%


(4.1
)%


0.3
%MINORITY INTEREST


(0.4
)%


(3.1
)%


(0.2
)%NET LOSS PRIOR TO CUMULATIVE
    EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE


(0.0
)%


(0.0
)%


(2.9
)%Cumulative effect of change in
    accounting principle


0.0
%






NET LOSS


(0.0
)%


(0.0
)%


(2.9
)%  33




---



##### Table of Contents



Fiscal Year Ended March 31,2007


2006


2005AMHS:Net sales

$
298,777


$
294,483


$
380,596Cost of Sales


225,150



196,571



333,956Gross Profit

$
73,627


$
97,912


$
46,640Income from operations

$
9,983


$
47,782


$
844Fab Automation
    Products:Net sales

$
193,696


$
164,738


$
232,391Cost of Sales


112,602



101,404



156,816Gross Profit

$
81,094


$
63,334


$
75,575Income (loss) from operations

$
692


$
(15,496
)

$
(18,673
)Consolidated:Net sales

$
492,473


$
459,221


$
612,987Cost of Sales


337,752



297,975



490,772Gross Profit

$
154,721


$
161,246


$
122,215Income (loss) from operations

$
10,675


$
32,286


$
(17,829
)   Net
    Sales
         34




---



##### Table of Contents



Fiscal Year Ended March 31,2007


2006


2005United States

$
103,962


$
87,266


$
112,923Japan


186,404



183,079



146,752Taiwan


111,835



109,174



230,334Korea


17,447



21,123



30,240Other Asia/Pacific


32,790



27,336



70,879Europe


40,035



31,243



21,859Total

$
492,473


$
459,221


$
612,987         Gross
    Profit
     35




---



##### Table of Contents



Research
    and Development
  Fiscal Year Ended March 31,


Fiscal Year Ended March 31,2007


2006


Change


2006


2005


Change(In thousands, except percentage)Research and development

$
34,575


$
27,913


$
6,662


$
27,913


$
34,809


$
(6,896
)Percentage of total net sales


7.0
%


6.1
%






6.1
%


5.7
%         Selling,
    General and Administrative
  Fiscal Year Ended March 31,


Fiscal Year Ended March 31,2007


2006


Change


2006


2005


Change(In thousands, except percentage)Selling, General and Administrative

$
87,234


$
84,503


$
2,731


$
84,503


$
78,344


$
6,159Percentage of total net sales


17.7
%


18.4
%






18.4
%


12.7
%    36




---



##### Table of Contents



Amortization
    of Acquired Intangible Assets
  Fiscal Year Ended March 31,


Fiscal Year Ended March 31,2007


2006


Change


2006


2005


Change(In thousands, except percentage)Amortization of acquired
    intangible assets

$
20,245


$
16,590


$
3,655


$
16,590


$
20,436


$
(3,846
)Percentage of total net sales


4.1
%


3.6
%






3.6
%


3.3
%     Restructuring
    Charges (Credits)
    Severance and


ExcessBenefits


Facilities


TotalBalance, March 31, 2004

$
64


$
2,190


$
2,254Additional accruals


1,803



7



1,810Amounts paid in cash


(1,803
)


(1,390
)


(3,193
)Foreign currency translation
    adjustment


3



9



12Balance, March 31, 2005


67



816



883Reduction in accruals


(7
)


(39
)


(46
)Non-cash related utilization


(60
)


(96
)


(156
)Amounts paid in cash






(573
)


(573
)Foreign currency translation
    adjustment






(3
)


(3
)Balance, March 31, 2006






105



105Additional accruals






1,992



1,992Non-cash related utilization






(188
)


(188
)Amounts paid in cash






(1,121
)


(1,121
)Balance, March 31, 2007

$



$
788


$
788    37




---



##### Table of Contents



Asset
    Impairment Charges
    held-and-used.
    Interest
    and Other Income (Expense), Net
  Fiscal Year Ended March 31,


Fiscal Year Ended March 31,2007


2006


Change


2006


2005


Change(In thousands)Interest income

$
2,374


$
2,527


$
(153
)

$
2,527


$
1,722


$
805Interest expense


(9,056
)


(6,746
)


(2,310
)


(6,746
)


(6,747
)


1Other income, net


4,074



5,172



(1,098
)


5,172



4,296



876Total, net

$
(2,608
)

$
953


$
(3,561
)

$
953


$
(729
)

$
1,682         Provision
    for (Benefit from) Income Taxes
  Fiscal Year Ended March 31,


Fiscal Year Ended March 31,2007


2006


Change


2006


2005


Change(In thousands, except percentage)Provision for (benefit from)
    income taxes

$
6,447


$
18,746


$
(12,299
)

$
18,746


$
(1,916
)

$
20,662Percentage of total net sales


1.3
%


4.1
%






4.1
%


(0.3
)%  38




---



##### Table of Contents



Minority
    Interest
  EITF 00-4,
 39




---



##### Table of Contents



Related
    Party Transactions
    March 31,2007


2006Accounts payable due to Shinko

$
24,694


$
13,406Accrued liabilities due to Shinko

$
304


$
59Accrued liabilities due to Shinko
    relating to ASI acquisition

$
11,439


$
Accounts receivable from MECS Korea

$
6


$
90Accounts payable due to MECS Korea

$
228


$
3Accrued liabilities due to MECS
    Korea

$
13


$
81     Fiscal Year Ended March 31,2007


2006


2005Material and service purchases
    from Shinko

$
55,555


$
57,043


$
96,097Material and service purchases
    from MECS Korea

$
521


$
3


$
414Sales to MECS Korea

$
73


$
568


$
378   Recent
    Accounting Pronouncements
        No. 06-2, (EITF 06-2). EITF 06-2 EITF 06-2 EITF 06-2
 40




---



##### Table of Contents



EITF 06-2 EITF 06-2
  Liquidity
    and Capital Resources
        Fiscal Year Ended March 31,2007


2006


2005Net cash provided by (used in)
    operating activities

$
51.7


$
43.7


$
(17.7
)Net cash provided by (used in)
    investing activities

$
(100.5
)

$
22.1


$
(7.3
)Net cash provided by (used in)
    financing activities

$
53.7


$
(24.0
)

$
4.2   Cash
    flows from operating activities.
    Net loss

$
(0.0
)Depreciation and amortization


29.6Allowance for doubtful accounts


(7.5
)Unrealized foreign exchange gain


(1.4
)Minority interest in net income of
    consolidated subsidiary


1.7Loss on disposal of fixed assets


0.1Share-based compensation


5.9Non cash restructuring charges


0.2In process research and development


1.5Cumulative effect of change in
    accounting principle


(0.1
)Amortization of lease incentive
    payments


(0.6
)Deferred taxes, net


(7.0
)Decrease in accounts receivable


23.7Increase in inventories


(14.3
)Increase in prepaid expenses and
    other assets


(12.1
)Increase in accounts payable,
    accrued liabilities and deferred margin


32.0Net cash provided by operating
    activities

$
51.7        41




---



##### Table of Contents



Cash
    flows from investing activities.
        Cash
    flows from financing activities.
     42




---



##### Table of Contents



Debt
    financing facility.
          and/or
   43




---



##### Table of Contents



Other
    debt financing arrangements.
         44




---



##### Table of Contents



Other
    liquidity considerations.
    and/or and/or
    Off-Balance
    Sheet Arrangements
   45




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsShort-term loans and notes payable

$
1,453


$
1,453


$



$



$
Long-term debt, including interest


154,187



65,389



88,798







Capital lease obligations,
    including interest


329



167



161



1



Operating lease obligations


14,786



4,306



7,717



2,763



Purchase obligations


48,900



48,900











Total

$
219,655


$
120,215


$
96,676


$
2,764


$
       Item 7A 
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest Rate Risk.
      Remaining


Principal


Weighted AverageMaturities


Amount


Interest Rate(In thousands)CASH EQUIVALENTS:Institutional money market funds


within 1 year


$
23,242



5.215
%Total cash equivalents





$
23,242  46




---



##### Table of Contents



Foreign Currency Exchange Risk.
  No Change inStrengthening in Japanese


Japanese Yen


Weakening in JapaneseYen of X Percent


Exchange


Yen of X Percent10%


5%


Rate


5%


10%Net income (loss) for the fiscal
    year ended March 31, 2007

$
2,783


$
1,298


$
(38
)

$
(1,247
)

$
(2,346
)  47




---



##### Table of Contents



Item 8 
    Financial
    Statements and Supplementary Data  Consolidated
    Financial Statements
  PageConsolidated
    Balance Sheets


49Consolidated
    Statements of Operations


50Consolidated
    Statements of Shareholders Equity


51Consolidated
    Statements of Cash Flows


52Notes to
    Consolidated Financial Statements


53Report of
    Independent Registered Public Accounting Firm


89   Financial
    Statement Schedule
      Supplementary
    Financial DataQuarterly Financial
    Data


91  48




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  March 31,2007


2006(In thousands, except per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
99,701


$
94,622Short-term investments






15,304Accounts receivable, net


125,889



141,453Inventories


51,797



33,219Deferred income taxes


12,764



16,886Prepaid expenses and other current
    assets


15,124



9,945Total current assets


305,275



311,429Property and equipment, net


25,138



23,108Goodwill


83,723



58,840Intangible assets, net


41,994



19,334Other assets


9,556



2,583Total Assets

$
465,686


$
415,294LIABILITIES, MINORITY INTEREST
    AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable

$
1,453


$
1,443Current portion of long-term debt
    and capital leases


58,949



1,368Accounts payable


76,365



75,376Accounts payable-related parties


24,922



13,409Accrued and other liabilities


83,211



62,902Deferred margin


10,880



5,335Total current liabilities


255,780



159,833LONG-TERM LIABILITIESLong-term debt and capital leases,
    net of current portion


86,412



87,168Deferred tax liability


13,124



3,119Other long-term liabilities


15,559



10,974Total long-term liabilities


115,095



101,261COMMITMENTS AND CONTINGENCIES (see
    Notes 15)MINORITY INTEREST


130



66,521SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares 
    300,000,000Outstanding shares 
    49,306,925 and 48,462,235 shares at March 31, 2007 and
    2006, respectively


481,624



473,422Deferred share-based compensation






(1,319
)Accumulated deficit


(385,216
)


(385,178
)Accumulated other comprehensive
    income (loss)


(1,727
)


754Total shareholders equity


94,681



87,679Total liabilities, minority
    interest and shareholders equity

$
465,686


$
415,294    49




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Fiscal Year Ended March 31,2007


2006


2005(In thousands, except per share data)NET SALES

$
492,473


$
459,221


$
612,987COST OF SALES


337,752



297,975



490,772GROSS PROFIT


154,721



161,246



122,215OPERATING EXPENSES:Research and development


34,575



27,913



34,809Selling, general and administrative


87,234



84,503



78,344Amortization of acquired
    intangible assets


20,245



16,590



20,436Restructuring charges (credits)


1,992



(46
)


1,810Asset impairment charges










4,645Total operating expenses


144,046



128,960



140,044INCOME (LOSS) FROM OPERATIONS


10,675



32,286



(17,829
)INTEREST AND OTHER INCOME
    (EXPENSE), NET:Interest income


2,374



2,527



1,722Interest expense


(9,056
)


(6,746
)


(6,747
)Other income, net


4,074



5,172



4,296Interest and other income
    (expense), net


(2,608
)


953



(729
)INCOME (LOSS) BEFORE BENEFIT FROM
    (PROVISION FOR) INCOME TAXES AND MINORITY INTEREST


8,067



33,239



(18,558
)BENEFIT FROM (PROVISION FOR)
    INCOME TAXES


(6,447
)


(18,746
)


1,916MINORITY INTEREST


(1,761
)


(14,597
)


(1,101
)NET LOSS PRIOR TO CUMULATIVE
    EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE


(141
)


(104
)


(17,743
)Cumulative effect of change in
    accounting principle


103







NET LOSS

$
(38
)

$
(104
)

$
(17,743
)BASIC AND DILUTED NET LOSS PER
    SHARE PRIOR TO CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
    PRINCIPLE

$
(0.00
)

$
(0.00
)

$
(0.37
)Cumulative effect of change in
    accounting principle


0.00







BASIC AND DILUTED NET LOSS PER
    SHARE

$
(0.00
)

$
(0.00
)

$
(0.37
)SHARES USED IN THE PER SHARE
    CALCULATION:Basic and diluted


48,924



47,972



47,441    50




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  AccumulatedDeferred





OtherCommon Stock


Share-Based


Accumulated


ComprehensiveShares


Amount


Compensation


Deficit


Income (Loss)


Total(In thousands, except share data)BALANCES, MARCH 31, 2004,


47,053,748


$
465,906


$
(4,767
)

$
(367,331
)

$
8,444


$
102,252Components of comprehensive loss:Net loss














(17,743
)






(17,743
)Foreign currency translation


















(842
)


(842
)Unrealized losses on investments


















(133
)


(133
)Total comprehensive loss






















(18,718
)Issuance of common stock under
    employee stock option and employee stock purchase plans


749,391



3,710















3,710Deferred share-based compensation
    related to issuance of restricted stock to employees






1,240



(1,240
)










Amortization of deferred
    share-based compensation










2,376











2,376Non-employee share-based
    compensation






97















97Reversal of deferred share-based
    compensation due to forfeitures


(23,600
)


(1,752
)


1,752











BALANCES, MARCH 31, 2005,


47,779,539



469,201



(1,879
)


(385,074
)


7,469



89,717Components of comprehensive loss:Net loss














(104
)






(104
)Foreign currency translation


















(6,946
)


(6,946
)Unrealized gains on investments


















231



231Total comprehensive loss






















(6,819
)Issuance of common stock under
    employee stock option and employee stock purchase plans


682,696



2,611















2,611Deferred share-based compensation
    related to issuance of restricted stock to employees






1,389



(1,389
)










Amortization of deferred
    share-based compensation










1,819











1,819Non-employee share-based
    compensation






351















351Reversal of deferred share-based
    compensation due to forfeitures






(130
)


130











BALANCES, MARCH 31, 2006


48,462,235



473,422



(1,319
)


(385,178
)


754



87,679Components of comprehensive loss:Net loss














(38
)






(38
)Foreign currency translation


















(1,625
)


(1,625
)Unrealized gains on investments


















(22
)


(22
)Total comprehensive loss






















(1,685
)Issuance of common stock under
    employee stock option and employee stock purchase plans


722,979



3,703















3,703Issuance of restricted stock to
    employees


121,711



















Reclassification of deferred
    share-based compensation upon adoption of
    SFAS No. 123(R)






(1,319
)


1,319











Adoption of SFAS No. 158


















(834
)


(834
)Share-based compensation expense






5,921















5,921Cumulative effect of change in
    accounting principle






(103
)














(103
)BALANCES, MARCH 31, 2007


49,306,925


$
481,624


$



$
(385,216
)

$
(1,727
)

$
94,681    51




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year Ended March 31,2007


2006


2005(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:NET LOSS

$
(38
)

$
(104
)

$
(17,743
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Depreciation and amortization


29,617



23,339



28,442Non-cash restructuring charges


188



156



Allowance for doubtful accounts


(7,536
)


6,791



4,862Foreign exchange transaction
    losses (gains)


(1,438
)


189



(251
)Asset impairment charges










4,645Minority interest in net income of
    consolidated subsidiary


1,761



14,597



1,101Loss on disposal of fixed assets


106



876



571Share-based compensation expense


5,921



2,170



2,473In process research and development


1,519







Cumulative effect of change in
    accounting principle


(103
)






Amortization of lease incentive
    payments


(625
)


(208
)


Deferred taxes, net


(6,969
)


(4,929
)


(15,439
)Changes in assets and liabilities,
    net of acquisitions:Accounts receivable


23,750



29,081



(48,446
)Inventories, net


(14,316
)


(2,046
)


(5,206
)Prepaid expenses and other assets


(12,148
)


8,072



(5,645
)Accounts payable, accrued
    liabilities and deferred margin


32,008



(34,274
)


32,895Net cash provided by (used in)
    operating activities


51,697



43,710



(17,741
)CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of investments


(15,000
)


(34,985
)


(84,744
)Sales or maturity of investments


30,290



65,650



79,709Release of restricted cash and
    cash equivalents










1,904Proceeds from sales of property
    and equipment


177







Purchases of property and equipment


(10,626
)


(8,524
)


(4,152
)Purchase of additional investment
    in subsidiaries


(105,295
)






Net cash provided by (used in)
    investing activities


(100,454
)


22,141



(7,314
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from line of credit


128,000



429,573



279,885Payments on lines of credit


(128,873
)


(441,973
)


(271,519
)Dividends paid to minority
    shareholder of ASI


(6,317
)


(5,939
)


Proceeds from long term debt


82,340







Principal payments on long-term
    debt and capital leases


(25,164
)


(8,312
)


(7,920Proceeds from issuance of common
    stock


3,703



2,611



3,710Net cash provided by (used in)
    financing activities


53,689



(24,040
)


4,156Effect of exchange rate changes on
    cash and cash equivalents


147



(2,283
)


(414
)INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


5,079



39,528



(21,313
)CASH AND CASH EQUIVALENTS,
    BEGINNING OF YEAR


94,622



55,094



76,407CASH AND CASH EQUIVALENTS, END OF
    YEAR

$
99,701


$
94,622


$
55,094Supplemental
    disclosures:Cash paid during the year for
    interest

$
7,705


$
6,229


$
5,690Cash paid during the year for
    income taxes, net of refunds

$
25,717


$
14,380


$
3,153    52




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation          2.
    Accounting
    Policies  Use of
    Estimates
    Cash
    and Cash Equivalents
    Short-term
    Investments
   53




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
    Inventories
  (first-in,
  Property,
    Plant and Equipment
   54




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Goodwill
    Identified
    Intangible Assets
      Warranty
    Accrual
    Fiscal Year Ended March 31,2007


2006


2005Beginning Balance

$
7,967


$
13,509


$
8,185Accrual for warranties issued
    during the period


15,709



10,338



19,780Settlements made (in cash or in
    kind)


(11,883
)


(14,966
)


(14,443
)Foreign currency translation


189



(914
)


(13
)Ending Balance

$
11,982


$
7,967


$
13,509   Revenue
    Recognition
   55




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts.
  SOP 97-2, Software Revenue
    Recognition. percentage-of-completion
  Income
    Taxes
      Employee
    Savings and Retirement Plan
   56




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Employee
    Equity Incentive Plans
      No. FAS 123(R)-3, (FSP 123-3). FSP 123R-3
  Recent
    Accounting Pronouncements
     57




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 06-2, (EITF 06-2). EITF 06-2 EITF 06-2 EITF 06-2 EITF 06-2 EITF 06-2
  3.
    Liquidity      
    Under a senior secured credit agreement (Credit
    Facility) entered into in June 2006 with Bank of America,
    N.A., as lender and administrative agent and other lenders, we
    borrowed an aggregate amount of approximately $82 million
    to fund the purchase of ASI shares from Shinko on July 14,
    2006, and a letter of credit in favor of Shinko for
    approximately $11 million related to the equity option on
    Shinkos remaining 4.9 percent ASI share
    ownership as discussed below. This credit agreement provides a
    $115 million senior secured credit facility consisting of a
    $90 million revolving credit facility, including a
    $20 million sub-limit for letters of credit and
    $10 million sub-limit for swing-line loans, and a
    $25 million term loan facility. The credit agreement will
    terminate and all amounts outstanding will be due July 13,
    2009, provided that our outstanding 5 3/4 percent
    convertible subordinated notes due July 3, 2008, are
    redeemed or repurchased, or the maturity of the notes extended,
    on terms reasonably satisfactory to the administrative agent on
    or before March 31, 2008; otherwise, amounts outstanding
    under the credit agreement will be due on March 31, 2008.   58




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  
    We have approximately $86 million outstanding under our 5
    3/4 percent convertible subordinated notes privately issued
    in July 2001. These notes are convertible, at the option of the
    holder, at any time on or prior to maturity into shares of our
    common stock at a conversion price of $15.18 per share. We
    are required to pay interest on these convertible notes on
    January 3 and July 3 of each year. These notes mature
    July 3, 2008 and are currently redeemable at our option.        Form 10-K Form 10K/A Form 10-Q Form S-3 Form S-3.
 59




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Balance
    Sheet Components  Cash
    and Cash Equivalents
      Unrealized2007

Cost


Gains (Losses)


Fair ValueInstitutional money market funds

$
23,242


$
67


$
23,309Total cash equivalents

$
23,242


$
67


$
23,309   Unrealized2006

Cost


Gains (Losses)


Fair ValueInstitutional money market funds

$
19,656


$
100


$
19,756Commercial paper


2,994



(1
)


2,993Total cash equivalents

$
22,650


$
99


$
22,749   Short-term
    Investments
      March 31, 2006

Cost


Unrealized Loss


Fair ValueAuction rate securities

$
8,300


$



$
8,300Corporate debt securities


6,014



(9
)


6,005Federal agency notes


1,000



(1
)


999$
15,314


$
(10
)

$
15,304   Accounts
    Receivable, net of allowance for doubtful accounts
    March 31,2007


2006Trade receivables

$
58,781


$
83,008Trade receivables-related party


6



90Unbilled receivables


62,201



63,435Other receivables


9,057



6,788Less: Allowance for doubtful
    accounts


(4,156
)


(11,868
)Total

$
125,889


$
141,453    60




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Inventories
    March 31,2007


2006Raw materials

$
15,462


$
9,882Work-in-process


36,035



22,180Finished goods


300



1,157Total

$
51,797


$
33,219      61




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Prepaid
    expenses and other current assets
    March 31,2007


2006Prepaid expenses

$
1,970


$
7,078Other current assets


13,154



2,867Total

$
15,124


$
9,945   Property,
    Plant and Equipment
    March 31,2007


2006Land and buildings

$
9,419


$
9,447Machinery and equipment


12,823



29,325Leasehold improvements


13,596



21,174Office equipment, furniture and
    fixture


27,778



36,37763,616



96,323Less: accumulated depreciation


(38,478
)


(73,215
)Total property, plant and
    equipment, net

$
25,138


$
23,108   Accrued
    and other liabilities
    March 31,2007


2006Income taxes payable

$
8,188


$
23,818Warranty reserve


11,982



7,967Employee compensation


18,429



9,308Customer deposits


14,086



1,984Payable to Shinko for 4.9% share
    in ASI


11,439



Other accrued expenses


19,087



19,825Total

$
83,211


$
62,902  62




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    long-term liabilities
    March 31,2007


2006Accrued pension liability

$
8,179


$
6,975Lease incentive


3,123



3,747Income tax payable


3,748



Other


509



252Total

$
15,559


$
10,974   Accumulated
    Other Comprehensive Income (Loss)
    March 31,2007


2006(In thousands)Accumulated net unrealized gains
    on investments

$
67


$
89Accumulated net foreign currency
    translation adjustments


(960
)


665Accumulated net actuarial losses
    and prior service cost defined benefit plans


(834
)


Total accumulated other
    comprehensive income (loss)

$
(1,727
)

$
754      63




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Restructuring
    Charges (Credits)    Severance and


ExcessBenefits


Facilities


TotalBalance, March 31, 2004

$
64


$
2,190


$
2,254Additional accruals


1,803



7



1,810Amounts paid in cash


(1,803
)


(1,390
)


(3,193
)Foreign currency translation
    adjustment


3



9



12Balance, March 31, 2005

$
67


$
816


$
883Reduction in accruals


(7
)


(39
)


(46
)Non-cash related utilization


(60
)


(96
)


(156
)Amounts paid in cash






(573
)


(573
)Foreign currency translation
    adjustment






(3
)


(3
)Balance, March 31, 2006






105



105Additional accruals






1,992



1,992Non-cash related utilization






(188
)


(188
)Amounts paid in cash






(1,121
)


(1,121
)Balance, March 31, 2007

$



$
788


$
788         6.
    Asset
    Impairment Charges    held-and-used.
 64




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Income
    Taxes    Fiscal Year Ended March 31,2007


2006


2005Domestic

$
(3,238
)

$
(18,553
)

$
(25,004
)Foreign


11,305



51,792



6,446$
8,067


$
33,239


$
(18,558
)     Fiscal Year Ended March 31,2007


2006


2005Current:Federal

$
86


$
(537
)

$
(334
)State


477



41



Foreign


12,853



22,671



15,388Total Current


13,416



22,175



15,054Deferred:Federal










State










Foreign


(6,969
)


(3,429
)


(16,970
)Total Deferred


(6,969
)


(3,429
)


(16,970
)Total provision for (benefit from)
    income taxes

$
6,447


$
18,746


$
(1,916
)     Fiscal Year Ended March 31,2007


2006


2005Tax provision (benefit) at federal
    statutory rate


35.0
%


35.0
%


(35.0
)%State taxes, net of Federal benefit


1.7
%


0.1
%


(3.9
)%Non-deductible share-based
    compensation


5.3
%


0
%


2.8
%Foreign income and withholding
    taxes in excess of statutory rate


26.3
%


3.6
%


(20.7
)%Non-deductible expenses and other


3.5
%


(1.6
)%


(4.2
)%Change in valuation allowance


8.1
%


19.3
%


50.7
%Effective income tax rate


79.9
%


56.4
%


(10.3
)%  65




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2007


2006Net operating loss and credit
    carry forwards

$
110,569


$
110,479Reserves and accruals


41,260



36,975Depreciation and amortization


1,261



2,360Capitalized R&D


2,518



2,971Gross deferred tax assets


155,608



152,785Valuation allowance


(134,910
)


(132,666
)Net deferred tax assets

$
20,698


$
20,119Deferred tax liabilities:Intangible assets

$
(18,116
)

$
(6,022
)              66




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Debt    March 31,2007


2006Convertible subordinated notes

$
86,250


$
86,250Long-term loans


58,782



1,762Capital leases


329



524Total long-term debt


145,361



88,536Less: Current portion of long-term
    debt and capital leases


(58,949
)


(1,368
)Long-term debt and capital leases
    net of current portion

$
86,412


$
87,168     Fiscal Year Ending March 31,

Amount2008

$
58,9492009


86,4012010


52011


52012 and thereafter


1$
145,361   Credit
    Facilities
    and/or
   67




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Convertible
    Subordinated Notes
    Other
    Lines of Credit
     68




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Earnings
    Per Share    Fiscal Year Ended March 31,2007


2006


2005Basic and diluted net loss per
    share:Numerator:Net loss

$
(38
)

$
(104
)

$
(17,743
)Denominator:Weighted average common shares
    outstanding, excluding unvested restricted stock units


48,924



47,972



47,441Denominator for basic and diluted
    calculation


48,924



47,972



47,441Net loss per share, basic and
    diluted

$
(0.00
)

$
(0.00
)

$
(0.37
)     Fiscal Year Ended March 31,2007


2006


2005Restricted stock awards and units


1,125



403



42Stock options


5,679



6,876



6,819Convertible notes


5,682



5,682



5,682Total


12,486



12,961



12,543   10.
    Pension
    Benefit Plans  non-U.S. plans
  Non-U.S. Pension
    Benefits. and/or non-U.S. plans
 69




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Before





AfterApplication of





Application ofSFAS No. 158


Adjustments


SFAS No. 158(In thousands)Long-term deferred tax liabilities

$
(13,758
)

$
634


$
(13,124
)Accrued pension liability,
    long-term(1)

$
6,711


$
1,468


$
8,179Accumulated other comprehensive
    loss

$
(893
)

$
(834
)

$
(1,727
)     (1)
    
    Included in other long-term liabilities in the consolidated
    balance sheet.    Funding Policy.
  Benefit
    Obligation and Plan Assets
  non-U.S. pension
  Fiscal Years EndedMarch 31,2007


2006(In thousands)Change in projected benefit
    obligation:Beginning benefit obligation

$
17,862


$
19,837Acquisitions/Employee
    Transfers/Other


181



Service cost


1,101



951Interest cost


356



369Actuarial loss


206



84Currency exchange rate changes


(53
)


(1,681
)Benefits paid to plan participants


(1,683
)


(1,698
)Ending benefit
    obligation

$
17,970


$
17,862   70




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years EndedMarch 31,2007


2006(In thousands)Change in plan
    assets:Beginning fair value of plan assets

$
9,068


$
7,300Actual return on plan assets


50



1,274Employer contributions


1,877



2,371Currency exchange rate changes


(32
)


(722
)Benefits paid to participants


(1,172
)

$
(1,155
)Ending fair value of plan
    assets

$
9,791


$
9,068     March 312007


2006(In thousands)Projected benefit obligation

$
(17,970
)


(17,862
)Fair value of plan assets


9,791



9,068Funded status of the plan at end
    of year


(8,179
)


(8,794
)Unrecognized net actuarial loss






996Net amount recognized (in other
    long term liabilities)

$
(8,179
)


(7,798
)         March 31, 2007(In thousands)Net actuarial loss

$
1,173Net prior service cost


2951,468Deferred tax


(634
)Total

$
834   Assumptions
    2007


2006


2005Discount Rate


2.3
%


2.0
%


2.0
%Rate of compensation increase


3.0
%


2.5
%


2.5
%  71




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Discount Rate


2.3
%


2.0
%


2.0
%Expected Return on plan assets


4.0
%


3.5
%


3.5
%Rate of compensation increase


3.0
%


2.5
%


2.5
%   Net
    Periodic Benefit Cost
    Fiscal Years Ended March 31,2007


2006


2005(In thousands)Service cost

$
1,101


$
951


$
950Interest cost


356



369



383Expected return on plan assets


(398
)


(266
)


(246
)Amortization of unrecognized loss


29



21



21Net periodic pension cost


1,088



1,075



1,108Settlement cost


147







Total expense for
    year

$
1,235


$
1,075


$
1,108   Non-U.S. Plan
    Assets
  non-U.S. plans non-U.S. plan
  non-U.S. plans,
  Percentage of Plan AssetsAsset Category

Target Allocation


2007


2006Equity securities


64.0
%


66.0
%


64.0
%Debt securities


33.0
%


30.0
%


33.0
%Other


3.0
%


4.0
%


3.0
%    72




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Contributions
    Estimated
    Future Benefit Payments
    Fiscal Year Ended March 31,2008

$
8562009


2,8232010


2,5382011


2,1562012 through 2017


5,165Total

$
13,538   11.
    Acquisitions        EITF 00-4,
   73




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Purchase Price:Total cash consideration

$
102,043Liability to purchase remaining
    4.9 percent interest plus future fixed dividends


11,480Transaction costs(1)


5,666Total Purchase Price

$
119,189Allocation of purchase price to
    assets acquired and liabilities assumed:Net tangible assets

$
32,560In-Process Research &
    Development


1,519Acquired identifiable intangible
    assets:Developed technology


29,008Backlog


2,940Customer relationships


16,464Trademark


2,499Deferred tax liabilities


(19,414
)Goodwill


53,613Total Purchase Price

$
119,189    (1)
    
    Includes $2.4 million which was paid in fiscal year 2006.  Intangible
    Assets
      In-Process
    Research and Development
   74




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           Cash

$
13,169Accounts receivable


56,319Inventories


21,462Property plant and equipment


4,706Other assets


1,935Deferred tax assets, net


4,414Accounts payable and other current
    liabilities


(59,587
)Long-term debt


(6,607
)Pension and other long-term
    liabilities


(3,251
)Net tangible assets acquired

$
32,560    75




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedMarch 31,2007


2006Net sales

$
492,473


$
459,221Pro forma net income (loss) prior
    to cumulative effect of change in accounting principle


(1,912
)


314Cumulative effect of change in
    accounting principle


103



Pro forma net income (loss)

$
(1,809
)

$
314Pro forma basic and diluted net
    income (loss) per share prior to cumulative effect of change in
    accounting principle

$
(0.04
)

$
0.01Cumulative effect of change in
    accounting principle


0.00



Pro forma basic and diluted net
    income (loss) per share

$
(0.04
)

$
0.01Shares used in the per share
    calculation  Basic and diluted


48,924



47,972   12.
    Goodwill    Fab Automation


AMHS


TotalBalance at March 31, 2005

$
3,397


$
60,617


$
64,014Foreign currency translation






(5,174
)


(5,174
)Balances at March 31, 2006


3,397



55,443



58,840Additional ASI acquisition interest






25,752



25,752Foreign currency translation






(869
)


(869
)Balances at March 31, 2007

$
3,397


$
80,326


$
83,723      76




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Identified
    Intangible Assets    March 31, 2007


March 31, 2006Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetAmortizable intangible assets:Developed technology

$
81,174


$
56,818


$
24,356


$
58,289


$
44,275


$
14,014Customer base and other intangible
    assets


53,060



36,878



16,182



31,935



29,419



2,516Licenses and patents


5,299



3,843



1,456



6,316



3,512



2,804Total

$
139,533


$
97,539


$
41,994


$
96,540


$
77,206


$
19,334           Fiscal Year ending March 31,2008


17,1382009


11,2792010


6,9572011


4,9202012 and thereafter


1,700$
41,994   14.
    Operating
    Segment and Geographic Information      
    AMHS.  Products include automated transport and
    loading systems for semiconductor fabs and flat panel display
    manufacturers. 77




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Fab Automation.  Products include interface
    products, substrate-handling robotics, wafer and reticle
    carriers, auto-ID systems, sorters and connectivity software.        Fiscal Year Ended March 31,2007


2006


2005AMHS:Net sales

$
298,777


$
294,483


$
380,596Cost of Sales


225,150



196,571



333,956Gross Profit

$
73,627


$
97,912


$
46,640Income (loss) from operations

$
9,983


$
47,782


$
844Amortization and Depreciation

$
7,238


$
14,461


$
17,284Fab Automation
    Products:Net sales

$
193,696


$
164,738


$
232,391Cost of Sales


112,602



101,404



156,816Gross Profit

$
81,094


$
63,334


$
75,575Income (loss) from operations

$
692


$
(15,496
)

$
(18,673
)Amortization and Depreciation

$
22,379


$
7,901


$
10,325Consolidated:Net sales

$
492,473


$
459,221


$
612,987Cost of Sales


337,752



297,975



490,772Gross Profit

$
154,721


$
161,246


$
122,215Income (loss) from operations

$
10,675


$
32,286


$
(17,829
)Amortization and Depreciation

$
29,617


$
22,362


$
27,609    78




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended March 31,2007


2006


2005(In thousands)United States

$
103,962


$
87,266


$
112,923Japan


186,404



183,079



146,752Taiwan


111,835



109,174



230,334Korea


17,447



21,123



30,240Other Asia/Pacific


32,790



27,336



70,879Europe


40,035



31,243



21,859Total

$
492,473


$
459,221


$
612,987       March 31,2007


2006United States

$
13,225


$
12,057Japan


18,062



12,992Other


465



312Total

$
31,752


$
25,361   15.
    Commitments
    and Contingencies  Lease
    Commitments
    Fiscal Year Ending March 31,

Capital Lease


Operating Lease2008

$
167


$
4,3062009


151



3,3002010


5



2,6372011


5



1,7802012 and thereafter


1



2,763Total

$
329


$
14,786Less: interest


(9
)Present value of minimum lease
    payments


320Less: current portion of capital
    leases


(167
)Capital leases, net of current
    portion

$
153  79




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase
    Commitments
    Legal
    Contingencies
       80




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      In re Asyst
    Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et. seq. Rule 10b-5 Rule 14a-9
    Indemnifications
   81




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Related
    Party Transactions    March 31,2007


2006Accounts payable due to Shinko

$
24,694


$
13,406Accrued liabilities due to Shinko

$
304


$
59Accrued liabilities due to Shinko
    relating to ASI acquisition

$
11,439


$
Accounts receivable from MECS Korea

$
6


$
90Accounts payable due to MECS Korea

$
228


$
3Accrued liabilities due to MECS
    Korea

$
13


$
81     Fiscal Year Ended March 31,2007


2006


2005Material and service purchases
    from Shinko

$
55,555


$
57,043


$
96,097Material and service purchases
    from MECS Korea

$
521


$
3


$
414Sales to MECS Korea

$
73


$
568


$
378  82




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Share-based
    Compensation    Prior
    to the adoption of SFAS No. 123(R)
    Fiscal Year Ended March 31,2006


2005Net loss  as reported

$
(104
)

$
(17,743
)Add: employee stock-based
    compensation expense included in reported net loss, net of tax


1,819



2,376Less: total employee stock-based
    compensation expense determined under fair value, net of tax


(6,838
)


(12,383
)Net loss  as adjusted

$
(5,123
)

$
(27,750
)Basic and diluted net loss per
    share  as reported

$
(0.00
)

$
(0.37
)Basic and diluted net loss per
    share  as adjusted

$
(0.11
)

$
(0.58
)SHARES USED IN THE PER SHARE
    CALCULATION:Basic and diluted


47,972



47,441     Impact
    of adoption of SFAS No. 123(R)
     83




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2007(In thousands)Cost of sales

$
723Research and development


1,086Selling, general and administrative


4,112Share-based compensation expense

$
5,921   Valuation
    Assumptions
      Stock
    Option Awards
    WeightedWeighted


AverageAverage


RemainingNumber of


Exercise


Contractual


Aggregate IntrinsicShares


Price


Term


Value(1)(In years)Vested and Expected to vest


5,469,510


$
9.80



4.11


$
5,643,058Total Options Outstanding


5,679,084


$
9.66



4.81


$
5,939,882  84




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (1)
    
    These amounts represent the difference between the exercise
    price and $7.03, the closing price of Asyst stock on
    March 30, 2007, as reported on The NASDAQ Global Select
    Market*, for all
    in-the-money
    options outstanding.      Weighted


AggregateNumber of


Average


IntrinsicShares


Exercise Price


ValueMarch 31, 2004


8,176,309


$
11.09Grants


1,699,250


$
7.17Exercises


(460,148
)

$
5.64Cancellations and forfeitures


(2,596,410
)

$
12.35March 31, 2005


6,819,001


$
10.00Grants


1,671,083


$
5.73Exercises


(367,355
)

$
4.87Cancellations and forfeitures


(1,246,317
)

$
10.23March 31, 2006


6,876,412


$
9.19Grants


386,000


$
10.53Exercises


(505,837
)

$
4.86Cancellations and forfeitures


(1,077,491
)

$
9.16March 31, 2007


5,679,084


$
9.66Options exercisable at:March 31, 2007


4,650,618


$
10.42


$
4,421,714    85




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Outstanding OptionsWeighted





Exercisable OptionsAverage


Weighted





WeightedRemaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseRange of Exercise Prices

Shares


Life


Price


Shares


Price(In thousands)


(In years)





(In thousands)$ 0.00 - $ 3.95


970



4.55


$
3.81



743


$
3.78$ 4.13 - $ 4.94


509



4.12


$
4.69



275


$
4.67$ 4.98 - $ 5.05


666



6.04


$
5.05



573


$
5.05$ 5.09 - $ 8.02


593



5.13


$
6.63



330


$
6.52$ 8.19 - $ 9.65


569



4.95


$
9.05



439


$
8.91$ 9.75 - $11.25


612



5.85


$
10.19



556


$
10.17$11.30 - $13.89


577



4.37


$
12.85



564


$
12.83$14.00 - $19.06


893



4.41


$
17.29



881


$
17.30$19.38 - $37.31


287



3.18


$
24.72



287


$
24.72$51.38 - $51.38


3



3.03


$
51.38



3


$
51.38Total


5,679



4.81


$
9.66



4,651


$
10.42       Stock
    Options Plans
         86




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Employee
    Stock Purchase Plan
      Fiscal Years Ended March 31,Employee Stock Purchase Plan

2007


2006


2005Weighted average grant date fair
    value

$
2.08


$
4.04


$
2.41Risk-free interest rate


4.9
%


3.9
%


2.7
%Expected life (in years)


0.5



0.5



0.5Expected volatility


57
%


51
%


73
%Expected dividend yield


0
%


0
%


0
%   Fiscal Years Ended March 31,Employee Stock Option Plan

2007


2006


2005Weighted average grant date fair
    values

$
2.58


$
5.71


$
5.09Expected life (in years)


3.3



3.3



4.6Risk-free interest rate


4.5
%


4.7
%


3.4
%Volatility


54
%


83
%


91
%Dividend yield


0
%


0
%


0
%   Restricted
    Stock Unit Awards
    Weighted AverageNumber of


Grant-DateShares


Fair ValueOutstanding at March 31,
    2006


402,874


$
5.83Granted


950,641


$
7.06Vested


(89,968
)

$
11.01Forfeited


(139,047
)

$
3.95Outstanding at March 31,
    2007


1,124,500


$
5.90     Stock
    Option Awards and Restricted Stock Units with Market
    Conditions
   87




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         WeightedAverageWeighted


ContractualNumber of


Average


TermShares


Grant Date Fair Value


( Years)Outstanding at March 31, 2006


138,750


$
1.63Awards granted


239,358


$
2.79Awards cancelled


(60,429
)

$
1.99Balance at March 31, 2007


317,679


$
2.46



4.78    88




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm       Consolidated
    financial statements and financial statement
    schedule
        Internal
    control over financial reporting
       89




---



##### Table of Contents



Internal Control  Integrated Framework Internal Control 
    Integrated Framework
      90




---



##### Table of Contents



Supplementary
    Financial Data    QUARTERLY
    FINANCIAL DATA  Year Ended March 31, 2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands except per share data)Net sales

$
116,981


$
122,649


$
126,135


$
126,708Gross profit

$
41,056


$
34,510


$
38,116


$
41,039Net income (loss) prior to
    cumulative effect of change in accounting principle

$
(583
)

$
(2,725
)

$
(223
)

$
3,390Cumulative effect of change in
    accounting principle


103











Net income (loss)

$
(480
)

$
(2,725
)

$
(223
)

$
3,390Basic net income (loss) per share

$
(0.01
)

$
(0.06
)

$
(0.00
)

$
0.07Diluted net income (loss) per share

$
(0.01
)

$
(0.06
)

$
(0.00
)


0.07Shares used in basic net income
    (loss) per share calculations


48,600



48,854



49,028



49,232Shares used in diluted net income
    (loss) per share calculations


48,600



48,854



49,028



49,990   Year Ended March 31, 2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Net sales

$
117,451


$
124,595


$
106,824


$
110,351Gross profit

$
33,708


$
43,450


$
41,976


$
42,112Net income (loss)

$
(3,694
)

$
(1,636
)

$
2,789


$
2,437Basic net income (loss) per share

$
(0.08
)

$
(0.03
)

$
0.06


$
0.05Diluted net income (loss) per share

$
(0.08
)

$
(0.03
)

$
0.06


$
0.05Shares used in basic net income
    (loss) per share calculations


47,812



47,963



48,019



48,216Shares used in diluted net income
    (loss) per share calculations


47,812



47,963



48,789



50,178  91




---



##### Table of Contents



Item 9 
    Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A 
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Form 10-K Form 10-K Form 10-K
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
     92




---



##### Table of Contents



Internal Control 
    Integrated Framework
    Managements
    Remediation Initiatives
    Form 10-K.
           93




---



##### Table of Contents



Remediation
    of Previously Disclosed Material Weaknesses
      
    On an interim basis, the hiring of outside consultants, other
    than our independent registered public accounting firm, with
    relevant accounting and SEC reporting experience, skills and
    knowledge, working under the supervision and direction of our
    management, to assist with the fiscal 2007 year-end
    reporting process.
    Training and instruction for accounting staff to enhance their
    understanding of U.S. generally accepted accounting
    principles and regulatory reporting requirements.  Form 10-K/A
    Changes
    in Internal Control over Financial Reporting
    Item 9B 
    Other
    Information   94




---



##### Table of Contents



PART III  Item 10 
    Directors,
    Executive Officers, and Corporate Governance  Directors
    Code of
    Ethics
    Item 11 
    Executive
    Compensation      Item 12 
    Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters    Item 13 
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14 
    Principal
    Accountant Fees and Services   PART IV  Item 15 
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    Annual Report on
    Form 10-K
  Financial Statements
  Form 10-K.
  Financial Statement Schedule
  Form 10-K.
  Exhibits
  Form 10-K.
 95




---



##### Table of Contents



Exhibits
  Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith2.1

Share Purchase Agreement dated as
    of June 22, 2006, between Shinko Electric Co., Ltd., Asyst
    Technologies, Inc. and Asyst Japan Inc. The schedules to the
    Share Purchase Agreement are omitted but will be furnished to
    the Securities and Exchange Commission supplementally upon
    request.


8-K



2.1



000-22430



7/20/20063.1

Amended and Restated Articles of
    Incorporation of the Company.


S-1



3.1



333-66184



7/19/19933.2

Bylaws of the Company.


S-1



3.2



333-66184



7/19/19933.3

Certificate of Amendment of the
    Amended and Restated Articles of Incorporation, filed
    September 24, 1999.


10-Q



3.2



000-22430



10/21/19993.4

Certificate of Amendment of the
    Amended and Restated Articles of Incorporation, filed
    October. 5, 2000.


14A



App.



000-22430



7/31/20004.1

Rights Agreement among the Company
    and Bank of Boston, N.A., as Rights Agent, dated June 25,
    1998.


8-K



99.2



000-22430



6/29/19984.2

Indenture dated as of July 3,
    2001 between the Company, State Street Bank and Trust Company of
    California, N.A., as trustee, including therein the forms of the
    notes.


10-Q



4.3



000-22430



8/14/20014.3

Registration Rights Agreement
    dated as of July 3, 2001 between the Company and Merrill
    Lynch & Co., Merrill Lynch, Pierce, Fenner &
    Smith, Incorporated, and ABN Amro Rothschild LLC.


10-Q



4.4



000-22430



8/14/20014.4

Amendment to Rights Agreement
    among the Company and Bank of Boston, N.A. as Rights Agent,
    dated November 30, 2001.


10-K



4.5



000-22430



6/28/200210.1*

Form of Indemnity Agreement
    entered into between the Company and certain directors (for
    agreements executed before May 11, 2007).


S-1



10.1



333-66184



7/19/199310.2*

Companys 1993 Stock Option
    Plan and related form of stock option agreement.


S-1



10.2



333-88246



2/13/199510.3*

Companys 1993 Employee Stock
    Purchase Plan as amended by the Companys shareholders
    through December 14, 2006.


14A



App. B



000-22430



11/3/0610.4*

Companys 1993 Non-Employee
    Directors Stock Option Plan.


S-1



10.4



333-66184



7/19/1993 96




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.5

Hewlett-Packard SMIF License
    Agreement dated June 6, 1984.


S-1



10.5



333-66184



7/19/199310.6*

Employment Agreement between the
    Company and Stephen S. Schwartz, Ph.D., dated
    January 11, 2001.


10-K



10.27



000-22430



6/19/200110.7

Agreement on Bank Transactions
    between Asyst Japan, Inc., or AJI, and Tokyo Mitsubishi Bank
    dated March 13, 2001.


10-Q



10.28



000-22430



8/14/200110.8

Share Purchase Agreement between
    Shinko Electric Co., Ltd. and Asyst Japan Inc., dated as of
    May 24, 2002.


10-Q



10.38



000-22430



11/12/200210.9

Shareholders Agreement between
    Shinko Electric Co., Ltd. and Asyst Japan Inc., dated as of
    May 24, 2002.


10-Q



10.39



000-22430



11/12/200210.10

Manufacturing Services and Supply
    Agreement among the Company and Solectron Corporation and its
    subsidiaries and affiliates, dated as of September 5, 2002.


10-Q



10.40



000-22430



11/12/200210.11

Amendment No. 1 to
    Shareholders Agreement between Shinko Electric Co., Ltd. and
    Asyst Japan Inc., dated as of October 16, 2002.


10-Q



10.43



000-22430



2/11/200310.12

Patent Assignment and
    Cross-License and Trademark License Agreement among the Company,
    Entegris Cayman Ltd. And Entegris, Inc., dated as of
    February 11, 2003.


10-K/A



10.44



000-22430



10/29/200310.13*

Change-In-Control
    Agreement between the Company and Stephen S. Schwartz dated as
    of October 20, 2003.


10-Q



10.47



000-22430



11/12/200310.14

Amendment and Modification
    Agreement to Manufacturing Services and Supply Agreement among
    the Company and Solectron Corporation and its subsidiaries and
    affiliates, effective as of September 22, 2003.


10-Q



10.50



000-22430



2/10/200410.15*

Form of Indemnity Agreement
    entered into between the Company and certain executive officers
    (for agreements executed before May 11, 2007).


10-K



10.33



000-22430



6/10/200410.16*

Form of Agreement to Arbitrate
    Disputes and Claims entered into between the Company and its
    executive officers.


10-K



10.37



000-22430



6/10/200410.17*

Companys Compensation
    Program for Non-employee Directors as amended April 2, 2007.


















X 97




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.18*

Companys Executive Deferred
    Compensation Plan.


10-K



10.39



000-22430



6/10/200410.19*

Employment Agreement between the
    Company and Stephen Debenham dated August 21, 2003.


10-K



10.40



000-22430



6/10/200410.20*

Forms of Stock Option Award Notice
    and Stock Option Award Agreement entered into between the
    Company and certain employees, directors, and consultants (2003
    Equity Incentive Plan).


10-Q



10.50



000-22430



12/30/200410.21*

Certificate of Amendment to Option
    Grants dated August 18, 2004.


10-Q



10.52



000-22430



12/30/200410.22

Companys 2001 Non-Officer
    Equity Plan.


10-Q



10.53



000-22430



12/30/200410.23

Amendment No. 2 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective February 17, 2005.


10-K



10.55



000-22430



6/29/200510.24

Amendment No. 3 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective June 10, 2005.


10-K



10.56



000-22430



6/29/200510.25*

Summary of Executive Bonus Plan
    (revised 2007).


















X10.26*

2003 Equity Incentive Plan as
    amended and approved by the Registrants shareholders
    through December 14, 2006.


14A



App. A



000-22430



11/3/200610.27*

Employment Agreement dated as of
    August 29, 2005, between the Company and Alan S. Lowe.


10-Q



10.60



000-22430



11/9/200510.28

Industrial Space Lease (Single
    Tenant Net) between the Company and JER Bayside, LLC dated
    November 29, 2005.


10-Q



10.62



000-22430



2/6/200610.29*

First Amendment dated
    December 16, 2005, to
    Change-in-Control
    Agreement dated October 20, 2003, between the Company and
    Stephen S. Schwartz.


8-K



99.1



000-22430



12/16/200510.30

Amendment No. 4 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective August 1, 2005.


10-K



10.37



000-22430



10/13/2006 98




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.31

Amendment No. 5 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective March 20, 2006.


10-K



10.38



000-22430



10/13/200610.32*

Separation Agreement and Release
    of All Claims between the Company and Warren C. Kocmond, dated
    May 31, 2006.


10-K



10.39



000-22430



10/13/200610.33*

Change-in-Control
    Agreement between the Company and Steve Debenham, dated
    May 22, 2006.


10-K



10.40



000-22430



10/13/200610.34*

Change-in-Control
    Agreement between the Company and Alan S. Lowe, dated
    May 22, 2006.


10-K



10.41



000-22430



10/13/200610.35

Credit Agreement among Asyst
    Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
    Banc of America Securities LLC, Keybank National Association,
    and Comerica Bank dated as of June 22, 2006.


10-K



10.42



000-22430



10/13/200610.36

First Amendment to Credit
    Agreement among Asyst Technologies, Inc., Asyst Japan, Inc.,
    Bank of America, N.A., Comerica Bank, Keybank National
    Association, Union Bank of California, N.A., and Development
    Bank of Japan dated as of October 13, 2006.


10-Q



10.43



000-22430



2/9/200710.37

Second Amendment and Waiver to
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Bank of America, N.A., Comerica Bank, Keybank National
    Association, Union Bank of California, N.A., and Development
    Bank of Japan dated as of November 13, 2006.


10-Q



10.44



000-22430



2/9/200710.38

Third Amendment and Waiver to
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Bank of America, N.A., Comerica Bank, Keybank National
    Association, Union Bank of California, N.A., and Development
    Bank of Japan dated as of December 29, 2006.


10-Q



10.45



000-22430



2/9/200710.39*

Consulting Agreement between the
    Company and Tsuyoshi E. Kawanishi, effective January 17,
    2007.


















X10.40*

Change-in-Control
    Agreement between the Company and Anthony C. Bonora, effective
    November 13, 2006.


















X 99




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.41

Amendment No. 6 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective June 23, 2006.


















X10.42*

Form of
    Change-in-Control
    Agreement entered into between the Company and certain executive
    officers (for agreements executed before May 11, 2007).


10-Q



10.46



000-22430



2/9/200710.43*

Employment Agreement between the
    Company and Michael A. Sicuro dated January 17, 2007.


















X10.44*

Form of Employee Restricted Stock
    Award Agreement (restricted stock units) (2003 Equity Incentive
    Plan).


















X10.45*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock awards) (2003
    Equity Incentive Plan).


















X10.46*

Form of Employee Restricted Stock
    Award Agreement (restricted stock awards) (2003 Equity Incentive
    Plan).


















X10.47*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock units) (2003
    Equity Incentive Plan) (for agreements executed before
    May 11, 2007).


















X10.48*

Form of Indemnity Agreement
    entered into between the Company and directors and certain
    executive officers (for agreements executed on or after
    May 11, 2007).


















X10.49*

Form of
    Change-in-Control
    Agreement entered into between the Company and certain executive
    officers and directors (for agreements executed on or after
    May 1, 2007).


















X10.50*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock units) (2003
    Equity Incentive Plan) (for agreements executed on or after
    May 11, 2007).


















X21.1

Subsidiaries of Asyst
    Technologies, Inc.


















X23.1

Consent of Independent Registered
    Public Accounting Firm


















X31.1

Certification of the Chief
    Executive Officer of the Registrant required by SEC
    Rule 13a-14(a)
    (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).


















X 100




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith31.2

Certification of the Chief
    Financial Officer of the Registrant required by SEC
    Rule 13a-14(a)
    (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).


















X32.1

Combined Certification of the
    Chief Executive Officer and the Chief Financial Officer of the
    Registrant required by SEC
    Rule 13a-14(b)
    (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).


















X     *
    
    Indicates a management contract or compensatory plan or
    arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions
    of this document 101




---



##### Table of Contents



SCHEDULE II
  ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  Balance


Charged





ForeignBeginning


(Credited) to





Currency


Balanceof Year


Expenses


Deductions


Translation


End of Year(In thousands)Allowance for doubtful
    accountsYear Ended March 31,2005

$
4,608


$
4,862


$
(2,490
)

$



$
6,9802006

$
6,980


$
6,791


$
(1,249
)

$
(654
)

$
11,8682007

$
11,868


$
(7,536
)

$
(265
)

$
89


$
4,156  102




---



##### Table of Contents



SIGNATURES
      By:
    /s/  MICHAEL
    A. SICURO   Chief Financial Officer
      Signature

Title

Date/s/  STEPHEN
    S. SCHWARTZ, PH.
    D.Stephen
    S. Schwartz, Ph. D.

Chairman of the Board,
    Chief Executive Officer and Director
    (Principal Executive Officer)

June 12, 2007/s/  MICHAEL
    A. SICUROMichael
    A. Sicuro

Chief Financial Officer
    (and Principal Financial Officer)

June 12, 2007/s/  AARON
    L.
    TACHIBANAAaron
    L. Tachibana

Chief Accounting Officer
    (and Principal Accounting Officer)

June 12, 2007/s/  STANLEY
    GRUBELStanley
    Grubel

Director

June 12, 2007/s/  TSUYOSHI
    E.
    KAWANISHITsuyoshi
    E. Kawanishi

Director

June 12, 2007/s/  ROBERT
    A. MCNAMARARobert
    A. McNamara

Director

June 12, 2007/s/  ANTHONY
    E. SANTELLIAnthony
    E. Santelli

Director

June 12, 2007/s/  WILLIAM
    SIMONWilliam
    Simon

Director

June 12, 2007/s/  WALTER
    W. WILSONWalter
    W. Wilson

Director

June 12, 2007  103




---



##### Table of Contents



EXHIBIT
    INDEX
  Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith2.1

Share Purchase Agreement dated as
    of June 22, 2006, between Shinko Electric Co., Ltd., Asyst
    Technologies, Inc. and Asyst Japan Inc. The schedules to the
    Share Purchase Agreement are omitted but will be furnished to
    the Securities and Exchange Commission supplementally upon
    request.


8-K



2.1



000-22430



7/20/20063.1

Amended and Restated Articles of
    Incorporation of the Company.


S-1



3.1



333-66184



7/19/19933.2

Bylaws of the Company.


S-1



3.2



333-66184



7/19/19933.3

Certificate of Amendment of the
    Amended and Restated Articles of Incorporation, filed
    September 24, 1999.


10-Q



3.2



000-22430



10/21/19993.4

Certificate of Amendment of the
    Amended and Restated Articles of Incorporation, filed
    October 5, 2000.


14A



App.



000-22430



7/31/20004.1

Rights Agreement among the Company
    and Bank of Boston, N.A., as Rights Agent, dated June 25,
    1998.


8-K



99.2



000-22430



6/29/19984.2

Indenture dated as of July 3,
    2001 between the Company, State Street Bank and Trust Company of
    California, N.A., as trustee, including therein the forms of the
    notes.


10-Q



4.3



000-22430



8/14/20014.3

Registration Rights Agreement dated
    as of July 3, 2001 between the Company and Merrill
    Lynch & Co., Merrill Lynch, Pierce, Fenner &
    Smith, Incorporated, and ABN Amro Rothschild LLC.


10-Q



4.4



000-22430



8/14/20014.4

Amendment to Rights Agreement among
    the Company and Bank of Boston, N.A. as Rights Agent, dated
    November 30, 2001.


10-K



4.5



000-22430



6/28/200210.1*

Form of Indemnity Agreement entered
    into between the Company and certain directors (for agreements
    executed before May 11, 2007).


S-1



10.1



333-66184



7/19/199310.2*

Companys 1993 Stock Option
    Plan and related form of stock option agreement.


S-1



10.2



333-88246



2/13/199510.3*

Companys 1993 Employee Stock
    Purchase Plan as amended by the Companys shareholders
    through December 14, 2006.


14A



App. B



000-22430



11/3/06 104




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.4*

Companys 1993 Non-Employee
    Directors Stock Option Plan.


S-1



10.4



333-66184



7/19/199310.5

Hewlett-Packard SMIF License
    Agreement dated June 6, 1984.


S-1



10.5



333-66184



7/19/199310.6*

Employment Agreement between the
    Company and Stephen S. Schwartz, Ph.D., dated
    January 11, 2001.


10-K



10.27



000-22430



6/19/200110.7

Agreement on Bank Transactions
    between Asyst Japan, Inc., or AJI, and Tokyo Mitsubishi Bank
    dated March 13, 2001.


10-Q



10.28



000-22430



8/14/200110.8

Share Purchase Agreement between
    Shinko Electric Co., Ltd. and Asyst Japan Inc., dated as of
    May 24, 2002.


10-Q



10.38



000-22430



11/12/200210.9

Shareholders Agreement between
    Shinko Electric Co., Ltd. and Asyst Japan Inc., dated as of
    May 24, 2002.


10-Q



10.39



000-22430



11/12/200210.10

Manufacturing Services and Supply
    Agreement among the Company and Solectron Corporation and its
    subsidiaries and affiliates, dated as of September 5, 2002.


10-Q



10.40



000-22430



11/12/200210.11

Amendment No. 1 to
    Shareholders Agreement between Shinko Electric Co., Ltd. and
    Asyst Japan Inc., dated as of October 16, 2002.


10-Q



10.43



000-22430



2/11/200310.12

Patent Assignment and Cross-License
    and Trademark License Agreement among the Company, Entegris
    Cayman Ltd. And Entegris, Inc., dated as of February 11,
    2003.


10-K/A



10.44



000-22430



10/29/200310.13*

Change-In-Control
    Agreement between the Company and Stephen S. Schwartz dated as
    of October 20, 2003.


10-Q



10.47



000-22430



11/12/200310.14

Amendment and Modification
    Agreement to Manufacturing Services and Supply Agreement among
    the Company and Solectron Corporation and its subsidiaries and
    affiliates, effective as of September 22, 2003.


10-Q



10.50



000-22430



2/10/200410.15*

Form of Indemnity Agreement entered
    into between the Company and certain executive officers (for
    agreements executed before May 11, 2007).


10-K



10.33



000-22430



6/10/2004 105




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.16*

Form of Agreement to Arbitrate
    Disputes and Claims entered into between the Company and its
    executive officers.


10-K



10.37



000-22430



6/10/200410.17*

Companys Compensation Program
    for Non-employee Directors as amended April 2, 2007.


















X10.18*

Companys Executive Deferred
    Compensation Plan.


10-K



10.39



000-22430



6/10/200410.19*

Employment Agreement between the
    Company and Stephen Debenham dated August 21, 2003.


10-K



10.40



000-22430



6/10/200410.20*

Forms of Stock Option Award Notice
    and Stock Option Award Agreement entered into between the
    Company and certain employees, directors, and consultants (2003
    Equity Incentive Plan).


10-K 10-Q



10.50



000-22430



12/30/200410.21*

Certificate of Amendment to Option
    Grants dated August 18, 2004.


10-Q



10.52



000-22430



12/30/200410.22

Companys 2001 Non-Officer
    Equity Plan.


10-Q



10.53



000-22430



12/30/200410.23

Amendment No. 2 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective February 17, 2005.


10-K



10.55



000-22430



6/29/200510.24

Amendment No. 3 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective June 10, 2005.


10-K



10.56



000-22430



6/29/200510.25*

Summary of Executive Bonus Plan
    (revised 2007).


















X10.26*

2003 Equity Incentive Plan as
    amended and approved by the Registrants shareholders
    through December 14, 2006.


14A



App. A



000-22430



11/3/200610.27*

Employment Agreement dated as of
    August 29, 2005, between the Company and Alan S. Lowe.


10-Q



10.60



000-22430



11/9/200510.28

Industrial Space Lease (Single
    Tenant Net) between the Company and JER Bayside, LLC dated
    November 29, 2005.


10-Q



10.62



000-22430



2/6/2006 106




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.29*

First Amendment dated
    December 16, 2005, to
    Change-in-Control
    Agreement dated October 20, 2003, between the Company and
    Stephen S. Schwartz.


8-K



99.1



000-22430



12/16/200510.30

Amendment No. 4 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective August 1, 2005.


10-K



10.37



000-22430



10/13/200610.31

Amendment No. 5 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective March 20, 2006.


10-K



10.38



000-22430



10/13/200610.32*

Separation Agreement and Release of
    All Claims between the Company and Warren C. Kocmond, dated
    May 31, 2006.


10-K



10.39



000-22430



10/13/200610.33*

Change-in-Control
    Agreement between the Company and Steve Debenham, dated
    May 22, 2006.


10-K



10.40



000-22430



10/13/200610.34*

Change-in-Control
    Agreement between the Company and Alan S. Lowe, dated
    May 22, 2006.


10-K



10.41



000-22430



10/13/200610.35

Credit Agreement among Asyst
    Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
    Banc of America Securities LLC, Keybank National Association,
    and Comerica Bank dated as of June 22, 2006.


10-K



10.42



000-22430



10/13/200610.36

First Amendment to Credit Agreement
    among Asyst Technologies, Inc., Asyst Japan, Inc., Bank of
    America, N.A., Comerica Bank, Keybank National Association,
    Union Bank of California, N.A., and Development Bank of Japan
    dated as of October 13, 2006.


10-Q



10.43



000-22430



2/9/200710.37

Second Amendment and Waiver to
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Bank of America, N.A., Comerica Bank, Keybank National
    Association, Union Bank of California, N.A., and Development
    Bank of Japan dated as of November 13, 2006.


10-Q



10.44



000-22430



2/9/2007 107




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.38

Third Amendment and Waiver to
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Bank of America, N.A., Comerica Bank, Keybank National
    Association, Union Bank of California, N.A., and Development
    Bank of Japan dated as of December 29, 2006.


10-Q



10.45



000-22430



2/9/200710.39*

Consulting Agreement between the
    Company and Tsuyoshi E. Kawanishi, effective January 17,
    2007.


















X10.40*

Change-in-Control
    Agreement between the Company and Anthony C. Bonora, effective
    November 13, 2006.


















X10.41

Amendment No. 6 to
    Manufacturing Services and Supply Agreement among the Company
    and Solectron Corporation and its subsidiaries and affiliates,
    effective June 23, 2006.


















X10.42*

Form of
    Change-in-Control
    Agreement entered into between the Company and certain executive
    officers (for agreements executed before May 11, 2007).


10-Q



10.46



000-22430



2/9/200710.43*

Employment Agreement between the
    Company and Michael A. Sicuro dated January 17, 2007.


















X10.44*

Form of Employee Restricted Stock
    Award Agreement (restricted stock units) (2003 Equity Incentive
    Plan).


















X10.45*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock awards) (2003
    Equity Incentive Plan).


















X10.46*

Form of Employee Restricted Stock
    Award Agreement (restricted stock awards) (2003 Equity Incentive
    Plan).


















X10.47*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock units) (2003
    Equity Incentive Plan) (for agreements executed before
    May 11, 2007).


















X10.48*

Form of Indemnity Agreement entered
    into between the Company and directors and certain executive
    officers (for agreements executed on or after May 11, 2007).


















X 108




---



##### Table of Contents



Exhibit



Incorporated by Reference





FiledNumber

Exhibit Description

Form


Ex. No.


File No.


Filing Date


Herewith10.49*

Form of
    Change-in-Control
    Agreement entered into between the Company and certain executive
    officers and directors (for agreements executed on or after
    May 1, 2007).


















X10.50*

Form of Non-Employee Director
    Restricted Stock Award Agreement (restricted stock units) (2003
    Equity Incentive Plan) (for agreements executed on or after
    May 11, 2007).


















X21.1

Subsidiaries of Asyst Technologies,
    Inc.


















X23.1

Consent of Independent Registered
    Public Accounting Firm.


















X31.1

Certification of the Chief
    Executive Officer of the Registrant required by SEC
    Rule 13a-14(a)
    (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).


















X31.2

Certification of the Chief
    Financial Officer of the Registrant required by SEC
    Rule 13a-14(a)
    (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).


















X32.1

Combined Certification of the Chief
    Executive Officer and the Chief Financial Officer of the
    Registrant required by SEC
    Rule 13a-14(b)
    (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).


















X     *
    
    Indicates a management contract or compensatory plan or
    arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions
    of this document 109