##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 3
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2006
 or
 o
    
    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)
 (510) 661-5000  (Registrants telephone number, including area code)
 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
 þ
  o þ o
 o þ




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##### Table of Contents



ASYST TECHNOLOGIES, INC.
Explanatory Note:
 Results of Independent Directors Stock Option Investigation,
 2




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##### 



ASYST TECHNOLOGIES, INC.
TABLE OF CONTENTS
 Page No.PART IIItem 8. Financial Statements and Supplementary Data
    
    
    4PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    44Signatures
    
    
    48EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  3




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##### Table of Contents



Item 8  Financial Statements and Supplementary Data
 Consolidated Financial Statements
 PageConsolidated Balance Sheets
    
    
    5Consolidated Statements of Operations
    
    
    6Consolidated Statements of Shareholders Equity
    
    
    7Consolidated Statements of Cash Flows
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Report of Independent Registered Public Accounting Firm
    
    
    41
 Financial Statement Schedule
   4




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##### Table of Contents



ASYST TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 March 31,2006
    
    
    2005(As restated)(In thousands, exceptshare data)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    94,622
    
    
    $
    55,094Short-term investments
    
    
    15,304
    
    
    
    46,086Accounts receivable, net
    
    
    141,453
    
    
    
    189,943Inventories
    
    
    33,219
    
    
    
    33,515Prepaid expenses and other current assets
    
    
    26,831
    
    
    
    33,971Total current assets
    
    
    311,429
    
    
    
    358,609Property and equipment, net
    
    
    23,108
    
    
    
    15,458Goodwill
    
    
    58,840
    
    
    
    64,014Intangible assets, net
    
    
    19,334
    
    
    
    40,898Other assets
    
    
    2,583
    
    
    
    4,795$
    415,294
    
    
    $
    483,774LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    1,443
    
    
    $
    20,563Current portion of long-term debt and capital leases
    
    
    1,368
    
    
    
    2,757Accounts payable
    
    
    75,376
    
    
    
    83,913Accounts payable-related parties
    
    
    13,409
    
    
    
    39,242Accrued and other liabilities
    
    
    62,902
    
    
    
    70,645Deferred margin
    
    
    5,335
    
    
    
    6,013Total current liabilities
    
    
    159,833
    
    
    
    223,133LONG-TERM LIABILITIESLong-term debt and capital leases, net of current portion
    
    
    87,168
    
    
    
    88,750Deferred tax liability
    
    
    3,119
    
    
    
    8,548Other long-term liabilities
    
    
    10,974
    
    
    
    9,771Total long-term liabilities
    
    
    101,261
    
    
    
    107,069COMMITMENTS AND CONTINGENCIES (see Notes 13 and 15)MINORITY INTEREST
    
    
    66,521
    
    
    
    63,855SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares  300,000,000 Outstanding shares 
48,462,235 and 47,779,539 shares at March 31, 2006 and 2005,
respectively
    
    
    473,422
    
    
    
    469,201Deferred stock-based compensation
    
    
    (1,319
    )
    
    
    (1,879
    )Accumulated deficit
    
    
    (385,178
    )
    
    
    (385,074
    )Accumulated other comprehensive income
    
    
    754
    
    
    
    7,469Total shareholders equity
    
    
    87,679
    
    
    
    89,717Total liabilities, minority interest and shareholders equity
    
    $
    415,294
    
    
    $
    483,774
  5




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##### Table of Contents



ASYST TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)(In thousands, except per share data)NET SALES
    
    $
    459,221
    
    
    $
    612,987
    
    
    $
    301,642COST OF SALES
    
    
    297,975
    
    
    
    490,772
    
    
    
    248,272GROSS PROFIT
    
    
    161,246
    
    
    
    122,215
    
    
    
    53,370OPERATING EXPENSES:Research and development
    
    
    27,913
    
    
    
    34,809
    
    
    
    35,933Selling, general and administrative
    
    
    84,503
    
    
    
    78,344
    
    
    
    70,332Amortization of acquired intangible assets
    
    
    16,590
    
    
    
    20,436
    
    
    
    20,160Restructuring and other charges (credits)
    
    
    (46
    )
    
    
    1,810
    
    
    
    6,581Asset impairment charges
    
    
    
    
    
    
    4,645
    
    
    
    6,853Total operating expenses
    
    
    128,960
    
    
    
    140,044
    
    
    
    139,859INCOME (LOSS) FROM OPERATIONS
    
    
    32,286
    
    
    
    (17,829
    )
    
    
    (86,489
    )INTEREST AND OTHER INCOME (EXPENSE), NET:Interest income
    
    
    2,527
    
    
    
    1,722
    
    
    
    815Interest expense
    
    
    (6,746
    )
    
    
    (6,747
    )
    
    
    (7,213
    )Other income (expense), net
    
    
    5,172
    
    
    
    4,296
    
    
    
    (237
    )Interest and other income (expense), net
    
    
    953
    
    
    
    (729
    )
    
    
    (6,635
    )INCOME (LOSS) BEFORE BENEFIT FROM
(PROVISION FOR) INCOME TAXES AND MINORITY
INTEREST
    
    
    33,239
    
    
    
    (18,558
    )
    
    
    (93,124
    )BENEFIT FROM (PROVISION FOR) INCOME TAXES
    
    
    (18,746
    )
    
    
    1,916
    
    
    
    6,150MINORITY INTEREST
    
    
    (14,597
    )
    
    
    (1,101
    )
    
    
    4,358NET LOSS
    
    $
    (104
    )
    
    $
    (17,743
    )
    
    $
    (82,616
    )BASIC AND DILUTED NET LOSS PER SHARE
    
    $
    (0.00
    )
    
    $
    (0.37
    )
    
    $
    (1.98
    )SHARES USED IN THE PER SHARE CALCULATION:Basic and diluted
    
    
    47,972
    
    
    
    47,441
    
    
    
    41,805
  6




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ASYST TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedDeferred
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Stock-Based
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Compensation
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Total(As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    
    
    
    
    (As restated)(In thousands, except share data)BALANCES, MARCH 31, 2003, as previously reported
    
    
    38,412,031
    
    
    $
    332,569
    
    
    $
    (3,992
    )
    
    $
    (265,248
    )
    
    $
    4,705
    
    
    $
    68,034Cumulative effect of restatement
    
    
    
    
    
    
    18,713
    
    
    
    (4,658
    )
    
    
    (19,467
    )
    
    
    
    
    
    
    (5,412
    )BALANCES, MARCH 31, 2003, as restated
    
    
    38,412,031
    
    
    
    351,282
    
    
    
    (8,650
    )
    
    
    (284,715
    )
    
    
    4,705
    
    
    
    62,622Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,616
    )
    
    
    
    
    
    
    (82,616
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,748
    
    
    
    3,748Unrealized losses on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,877
    )Issuance of common stock from secondary stock
offering, net of issuance costs of $5.7 million
    
    
    6,900,000
    
    
    
    98,945
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,945Issuance of common stock under employee stock
option and employee stock purchase plans
    
    
    1,859,717
    
    
    
    13,194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,194Deferred stock-based compensation related to
stock option grants and the issuance of
restricted stock to employees
    
    
    
    
    
    
    2,279
    
    
    
    (2,279
    )
    
    
    
    
    
    
    
    
    
    
    Tax benefit relating to stock options
    
    
    
    
    
    
    2,213
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,213Amortization of deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,900
    
    
    
    
    
    
    
    
    
    
    
    2,900Stock-based compensation expense relating to
modification of stock options
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189Non-employee stock-based compensation
    
    
    
    
    
    
    1,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,066Reversal of deferred stock-based compensation
due to forfeitures
    
    
    (118,000
    )
    
    
    (3,262
    )
    
    
    3,262
    
    
    
    
    
    
    
    
    
    
    
    BALANCES, MARCH 31, 2004, as restated
    
    
    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 stock-based compensation related to
issuance of restricted stock to employees
    
    
    
    
    
    
    1,240
    
    
    
    (1,240
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,376
    
    
    
    
    
    
    
    
    
    
    
    2,376Non-employee stock-based compensation
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97Reversal of deferred stock-based compensation
due to forfeitures
    
    
    (23,600
    )
    
    
    (1,752
    )
    
    
    1,752
    
    
    
    
    
    
    
    
    
    
    
    BALANCES, MARCH 31, 2005, as restated
    
    
    47,779,539
    
    
    
    469,201
    
    
    
    (1,879
    )
    
    
    (385,074
    )
    
    
    7,469
    
    
    
    89,717Components of comprehensive loss:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 stock-based compensation related to
issuance of restricted stock to employees
    
    
    
    
    
    
    1,389
    
    
    
    (1,389
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,819
    
    
    
    
    
    
    
    
    
    
    
    1,819Non-employee stock-based compensation
    
    
    
    
    
    
    351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351Reversal of deferred stock-based compensation
due to forfeitures
    
    
    
    
    
    
    (130
    )
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    BALANCES, MARCH 31, 2006
    
    
    48,462,235
    
    
    $
    473,422
    
    
    $
    (1,319
    )
    
    $
    (385,178
    )
    
    $
    754
    
    
    $
    87,679
  7




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS
    
    $
    (104
    )
    
    $
    (17,743
    )
    
    $
    (82,616
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    23,339
    
    
    
    28,442
    
    
    
    28,843Non-cash restructuring charges
    
    
    
    
    
    
    
    
    
    
    190Allowance for doubtful accounts
    
    
    6,791
    
    
    
    4,862
    
    
    
    222Asset impairment charges
    
    
    
    
    
    
    4,645
    
    
    
    6,853Minority interest in net income (loss) of consolidated subsidiaries
    
    
    14,597
    
    
    
    1,101
    
    
    
    (4,358
    )Loss on disposal of fixed assets
    
    
    876
    
    
    
    571
    
    
    
    431Stock-based compensation expense
    
    
    2,170
    
    
    
    2,473
    
    
    
    4,155Amortization of lease incentive payments
    
    
    (208
    )
    
    
    
    
    
    
    Deferred taxes, net
    
    
    (4,929
    )
    
    
    (15,439
    )
    
    
    (6,394
    )Changes in assets and liabilities, net of acquisitions:
    
    
    
    
    
    
    
    
    
    
    Accounts receivable, net
    
    
    29,081
    
    
    
    (48,446
    )
    
    
    (59,370
    )Inventories
    
    
    (2,046
    )
    
    
    (5,206
    )
    
    
    (2,392
    )Prepaid expenses and other assets
    
    
    8,072
    
    
    
    (5,645
    )
    
    
    1,222Accounts payable, accrued liabilities and deferred margin
    
    
    (33,929
    )
    
    
    32,644
    
    
    
    45,401Net cash provided by (used in) operating activities
    
    
    43,710
    
    
    
    (17,741
    )
    
    
    (67,813
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments
    
    
    (34,985
    )
    
    
    (84,744
    )
    
    
    (38,462
    )Sales or maturity of investments
    
    
    65,650
    
    
    
    79,709
    
    
    
    8,500Release of restricted cash and cash equivalents
    
    
    
    
    
    
    1,904
    
    
    
    1,403Purchases of property and equipment
    
    
    (8,524
    )
    
    
    (4,152
    )
    
    
    (6,119
    )Net proceeds from sale of land
    
    
    
    
    
    
    
    
    
    
    12,106Net cash used in acquisitions
    
    
    
    
    
    
    (31
    )
    
    
    (1,179
    )Net cash provided by (used in) investing activities
    
    
    22,141
    
    
    
    (7,314
    )
    
    
    (23,751
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from line of credit
    
    
    429,573
    
    
    
    279,885
    
    
    
    Payments to line of credit
    
    
    (441,973
    )
    
    
    (271,519
    )
    
    
    (25,000
    )Payments of short-term loans
    
    
    
    
    
    
    
    
    
    
    (1,923
    )Dividends paid to minority shareholder of ASI
    
    
    (5,939
    )
    
    
    
    
    
    
    Principal payments on long-term debt and capital leases
    
    
    (8,312
    )
    
    
    (7,920
    )
    
    
    1,939Proceeds from issuance of common stock
    
    
    2,611
    
    
    
    3,710
    
    
    
    112,139Net cash provided by (used in) financing activities
    
    
    (24,040
    )
    
    
    4,156
    
    
    
    87,155Effect of exchange rate changes on cash and cash equivalents
    
    
    (2,283
    )
    
    
    (414
    )
    
    
    (3,898
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    39,528
    
    
    
    (21,313
    )
    
    
    (8,307
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    55,094
    
    
    
    76,407
    
    
    
    84,714CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    94,622
    
    
    $
    55,094
    
    
    $
    76,407Supplemental disclosures:Cash paid during the year for interest
    
    $
    6,229
    
    
    $
    5,690
    
    
    $
    6,751Cash paid (received) during the year for income taxes, net of refunds
    
    $
    14,380
    
    
    $
    3,153
    
    
    $
    (573
    )
  8




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##### Table of Contents



ASYST TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization of the Company:
      2. Results of Independent Directors Stock Option Investigation
      9




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10




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##### Table of Contents



Restatement  By Fiscal Year
  Total
    
    
    TotalStock-Based
    
    
    Stock-BasedCompensation
    
    
    CompensationExpense
    
    
    Expense
    
    
    Fiscal Year Ending March 31,(1995 - 2005)
    
    
    (1995 - 2003)
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000
    
    
    1999
    
    
    1998
    
    
    1997
    
    
    1996
    
    
    1995Originally reported amounts:Stock-based
compensation
expense, net of tax
(originally
reported)
    
    $
    5,765
    
    
    $
    2,661
    
    
    $
    1,524
    
    
    $
    1,580
    
    
    $
    1,905
    
    
    $
    305
    
    
    $
    326
    
    
    $
    125
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Restatement adjustments:Stock-based
compensation
expense, pre-tax
    
    
    21,735
    
    
    
    22,367
    
    
    
    201
    
    
    
    (833
    )
    
    
    2,978
    
    
    
    4,039
    
    
    
    6,315
    
    
    
    4,441
    
    
    
    2,940
    
    
    
    1,247
    
    
    
    311
    
    
    
    95
    
    
    
    1Tax effect
    
    
    (2,900
    )
    
    
    (2,900
    )
    
    
    
    
    
    
    
    
    
    
    4,855
    
    
    
    (1,615
    )
    
    
    (2,526
    )
    
    
    (1,776
    )
    
    
    (1,176
    )
    
    
    (499
    )
    
    
    (124
    )
    
    
    (38
    )
    
    
    (1
    )Impact of
restatment
adjustments on net
loss
    
    $
    18,835
    (a)
    
    $
    19,467
    
    
    $
    201
    
    
    $
    (833
    )
    
    $
    7,833
    
    
    $
    2,424
    
    
    $
    3,789
    
    
    $
    2,665
    
    
    $
    1,764
    
    
    $
    748
    
    
    $
    187
    
    
    $
    57
    
    
    $
    (0
    )Restated amounts:Stock-based
compensation
expense, net of tax
(restated)
    
    $
    24,600
    
    
    $
    22,128
    
    
    $
    1,725
    
    
    $
    747
    
    
    $
    9,738
    
    
    $
    2,729
    
    
    $
    4,115
    
    
    $
    2,790
    
    
    $
    1,764
    
    
    $
    748
    
    
    $
    187
    
    
    $
    57
    
    
    $
    (0
    )
 
 (a) -
Represents the cumulative adjustment through March 31, 2005 presented
in the Consolidated Balance Sheet as of March 31, 2005.
   11




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##### Table of Contents



CONSOLIDATED BALANCE SHEET
 March 31, 2005(As reported)
    
    
    (Adjustments)
    
    
    (As restated)(In thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    55,094
    
    
    $
    
    
    
    $
    55,094Short-term investments
    
    
    46,086
    
    
    
    
    
    
    
    46,086Accounts receivable, net
    
    
    189,943
    
    
    
    
    
    
    
    189,943Inventories
    
    
    33,515
    
    
    
    
    
    
    
    33,515Prepaid expenses and other current assets
    
    
    33,971
    
    
    
    
    
    
    
    33,971Total current assets
    
    
    358,609
    
    
    
    
    
    
    
    358,609Property and equipment, net
    
    
    15,458
    
    
    
    
    
    
    
    15,458Goodwill
    
    
    64,014
    
    
    
    
    
    
    
    64,014Intangible assets, net
    
    
    40,898
    
    
    
    
    
    
    
    40,898Other assets
    
    
    4,795
    
    
    
    
    
    
    
    4,795$
    483,774
    
    
    $
    
    
    
    $
    483,774LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    20,563
    
    
    $
    
    
    
    $
    20,563Current portion of long-term debt and capital leases
    
    
    2,757
    
    
    
    
    
    
    
    2,757Accounts payable
    
    
    83,913
    
    
    
    
    
    
    
    83,913Accounts payable-related parties
    
    
    39,242
    
    
    
    
    
    
    
    39,242Accrued and other liabilities
    
    
    70,439
    
    
    
    206
    
    
    
    70,645Deferred margin
    
    
    6,013
    
    
    
    
    
    
    
    6,013Total current liabilities
    
    
    222,927
    
    
    
    206
    
    
    
    223,133LONG-TERM LIABILITIESLong-term debt and capital leases, net of current portion
    
    
    88,750
    
    
    
    
    
    
    
    88,750Deferred tax liability
    
    
    8,548
    
    
    
    
    
    
    
    8,548Other long-term liabilities
    
    
    9,771
    
    
    
    
    
    
    
    9,771Total long-term liabilities
    
    
    107,069
    
    
    
    
    
    
    
    107,069COMMITMENTS AND CONTINGENCIES MINORITY INTEREST
    
    
    63,855
    
    
    
    
    
    
    
    63,855SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares  300,000,000 Outstanding shares  47,779,539
    
    
    450,005
    
    
    
    19,196
    
    
    
    469,201Deferred stock-based compensation
    
    
    (1,312
    )
    
    
    (567
    )
    
    
    (1,879
    )Accumulated deficit
    
    
    (366,239
    )
    
    
    (18,835
    )
    
    
    (385,074
    )Accumulated other comprehensive income
    
    
    7,469
    
    
    
    
    
    
    
    7,469Total shareholders equity
    
    
    89,923
    
    
    
    (206
    )
    
    
    89,717Total liabilities, minority interest and shareholders equity
    
    $
    483,774
    
    
    $
    
    
    
    $
    483,774
 12




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##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS
 Fiscal Year Ended March 31,2005
    
    
    2004(As reported)
    
    
    (Adjustments)
    
    
    (As restated)
    
    
    (As reported)
    
    
    (Adjustments)
    
    
    (As restated)(In thousands, except per share data)NET SALES
    
    $
    612,987
    
    
    $
    
    
    
    $
    612,987
    
    
    $
    301,642
    
    
    $
    
    
    
    $
    301,642COST OF SALES
    
    
    490,730
    
    
    
    42
    
    
    
    490,772
    
    
    
    248,453
    
    
    
    (181
    )
    
    
    248,272GROSS PROFIT
    
    
    122,257
    
    
    
    (42
    )
    
    
    122,215
    
    
    
    53,189
    
    
    
    181
    
    
    
    53,370OPERATING EXPENSES:Research and development
    
    
    34,747
    
    
    
    62
    
    
    
    34,809
    
    
    
    36,376
    
    
    
    (443
    )
    
    
    35,933Selling, general and administrative
    
    
    78,247
    
    
    
    97
    
    
    
    78,344
    
    
    
    70,541
    
    
    
    (209
    )
    
    
    70,332Amortization of acquired intangible assets
    
    
    20,436
    
    
    
    
    
    
    
    20,436
    
    
    
    20,160
    
    
    
    
    
    
    
    20,160Restructuring and other charges (credits).
    
    
    1,810
    
    
    
    
    
    
    
    1,810
    
    
    
    6,581
    
    
    
    
    
    
    
    6,581Asset impairment charges
    
    
    4,645
    
    
    
    
    
    
    
    4,645
    
    
    
    6,853
    
    
    
    
    
    
    
    6,853Total operating expenses
    
    
    139,885
    
    
    
    159
    
    
    
    140,044
    
    
    
    140,511
    
    
    
    (652
    )
    
    
    139,859INCOME (LOSS) FROM OPERATIONS
    
    
    (17,628
    )
    
    
    (201
    )
    
    
    (17,829
    )
    
    
    (87,322
    )
    
    
    833
    
    
    
    (86,489
    )INTEREST AND OTHER INCOME (EXPENSE), NET:Interest income
    
    
    1,722
    
    
    
    
    
    
    
    1,722
    
    
    
    815
    
    
    
    
    
    
    
    815Interest expense
    
    
    (6,746
    )
    
    
    
    
    
    
    (6,746
    )
    
    
    (7,213
    )
    
    
    
    
    
    
    (7,213
    )Other income (expense), net
    
    
    4,296
    
    
    
    
    
    
    
    4,296
    
    
    
    (237
    )
    
    
    
    
    
    
    (237
    )Interest and other (expense), net
    
    
    (729
    )
    
    
    
    
    
    
    (729
    )
    
    
    (6,635
    )
    
    
    
    
    
    
    (6,635
    )LOSS BEFORE BENEFIT FROM INCOME TAXES AND
MINORITY INTEREST
    
    
    (18,357
    )
    
    
    (201
    )
    
    
    (18,558
    )
    
    
    (93,957
    )
    
    
    833
    
    
    
    (93,124
    )BENEFIT FROM INCOME TAXES
    
    
    1,916
    
    
    
    
    
    
    
    1,916
    
    
    
    6,150
    
    
    
    
    
    
    
    6,150MINORITY INTEREST
    
    
    (1,101
    )
    
    
    
    
    
    
    (1,101
    )
    
    
    4,358
    
    
    
    
    
    
    
    4,358NET LOSS
    
    $
    (17,542
    )
    
    $
    (201
    )
    
    $
    (17,743
    )
    
    $
    (83,449
    )
    
    $
    833
    
    
    $
    (82,616
    )BASIC AND DILUTED NET LOSS PER SHARE
    
    $
    (0.37
    )
    
    $
    (0.00
    )
    
    $
    (0.37
    )
    
    $
    (2.00
    )
    
    $
    0.02
    
    
    $
    (1.98
    )SHARES USED IN THE PER SHARE CALCULATION:Basic and diluted
    
    
    47,441
    
    
    
    47,441
    
    
    
    47,441
    
    
    
    41,805
    
    
    
    41,805
    
    
    
    41,805
 13




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 2005
    
    
    2004(As reported)
    
    
    (Adjustments)
    
    
    (As restated)
    
    
    (As reported)
    
    
    (Adjustments)
    
    
    (As restated)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS
    
    $
    (17,542
    )
    
    $
    (201
    )
    
    $
    (17,743
    )
    
    $
    (83,449
    )
    
    $
    833
    
    
    $
    (82,616
    )Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    28,442
    
    
    
    
    
    
    
    28,442
    
    
    
    28,843
    
    
    
    
    
    
    
    28,843Non-cash restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190
    
    
    
    
    
    
    
    190Allowance for doubtful accounts
    
    
    4,862
    
    
    
    
    
    
    
    4,862
    
    
    
    222
    
    
    
    
    
    
    
    222Asset impairment charges
    
    
    4,645
    
    
    
    
    
    
    
    4,645
    
    
    
    6,853
    
    
    
    
    
    
    
    6,853Minority interest in net income (loss) of
consolidated subsidiaries
    
    
    1,101
    
    
    
    
    
    
    
    1,101
    
    
    
    (4,358
    )
    
    
    
    
    
    
    (4,358
    )Loss on disposal of fixed assets
    
    
    571
    
    
    
    
    
    
    
    571
    
    
    
    431
    
    
    
    
    
    
    
    431Stock-based compensation expense
    
    
    1,621
    
    
    
    852
    
    
    
    2,473
    
    
    
    2,646
    
    
    
    1,509
    
    
    
    4,155Amortization of lease incentive payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred taxes, net
    
    
    (15,439
    )
    
    
    
    
    
    
    (15,439
    )
    
    
    (6,394
    )
    
    
    
    
    
    
    (6,394
    )Changes in assets and liabilities, net of
acquisitions:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accounts receivable, net
    
    
    (48,446
    )
    
    
    
    
    
    
    (48,446
    )
    
    
    (59,370
    )
    
    
    
    
    
    
    (59,370
    )Inventories
    
    
    (5,206
    )
    
    
    
    
    
    
    (5,206
    )
    
    
    (2,392
    )
    
    
    
    
    
    
    (2,392
    )Prepaid expenses and other assets
    
    
    (5,645
    )
    
    
    
    
    
    
    (5,645
    )
    
    
    1,222
    
    
    
    
    
    
    
    1,222Accounts payable, accrued liabilities and deferred
margin
    
    
    33,295
    
    
    
    (651
    )
    
    
    32,644
    
    
    
    47,743
    
    
    
    (2,342
    )
    
    
    45,401Net cash provided by (used in) operating
activities
    
    
    (17,741
    )
    
    
    
    
    
    
    (17,741
    )
    
    
    (67,813
    )
    
    
    
    
    
    
    (67,813
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments (See Note 5)
    
    
    (84,744
    )
    
    
    
    
    
    
    (84,744
    )
    
    
    (38,462
    )
    
    
    
    
    
    
    (38,462
    )Sales or maturity of investments (See Note 5)
    
    
    79,709
    
    
    
    
    
    
    
    79,709
    
    
    
    8,500
    
    
    
    
    
    
    
    8,500Release of restricted cash and cash equivalents
    
    
    1,904
    
    
    
    
    
    
    
    1,904
    
    
    
    1,403
    
    
    
    
    
    
    
    1,403Purchases of property and equipment, net
    
    
    (4,152
    )
    
    
    
    
    
    
    (4,152
    )
    
    
    (6,119
    )
    
    
    
    
    
    
    (6,119
    )Net proceeds from sale of land
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,106
    
    
    
    
    
    
    
    12,106Net cash used in acquisitions
    
    
    (31
    )
    
    
    
    
    
    
    (31
    )
    
    
    (1,179
    )
    
    
    
    
    
    
    (1,179
    )Net cash provided by (used in) investing
activities
    
    
    (7,314
    )
    
    
    
    
    
    
    (7,314
    )
    
    
    (23,751
    )
    
    
    
    
    
    
    (23,751
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from line of credit
    
    
    279,885
    
    
    
    
    
    
    
    279,885
    
    
    
    
    
    
    
    
    
    
    
    Payments to line of credit
    
    
    (271,519
    )
    
    
    
    
    
    
    (271,519
    )
    
    
    (25,000
    )
    
    
    
    
    
    
    (25,000
    )Payments of short-term loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,923
    )
    
    
    
    
    
    
    (1,923
    )Principal payments on long-term debt and capital
leases
    
    
    (7,920
    )
    
    
    
    
    
    
    (7,920
    )
    
    
    1,939
    
    
    
    
    
    
    
    1,939Proceeds from issuance of common stock
    
    
    3,710
    
    
    
    
    
    
    
    3,710
    
    
    
    112,139
    
    
    
    
    
    
    
    112,139Net cash provided by (used in) financing activities
    
    
    4,156
    
    
    
    
    
    
    
    4,156
    
    
    
    87,155
    
    
    
    
    
    
    
    87,155Effect of exchange rate changes on cash and cash
equivalents
    
    
    (414
    )
    
    
    
    
    
    
    (414
    )
    
    
    (3,898
    )
    
    
    
    
    
    
    (3,898
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (21,313
    )
    
    
    
    
    
    
    (21,313
    )
    
    
    (8,307
    )
    
    
    
    
    
    
    (8,307
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    76,407
    
    
    
    
    
    
    
    76,407
    
    
    
    84,714
    
    
    
    
    
    
    
    84,714CASH AND CASH EQUIVALENTS, END OF YEAR (See Note 5)
    
    $
    55,094
    
    
    $
    
    
    
    $
    55,094
    
    
    $
    76,407
    
    
    $
    
    
    
    $
    76,407
 14




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##### Table of Contents



3.  Liquidity:
        15




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##### Table of Contents



4.  Significant Accounting Policies:
 Basis of Preparation
   Revisions to Prior Year Financial Statements
  Use of Estimates
  Foreign Currency Translation
   Cash and Cash Equivalents
  16




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##### Table of Contents



Short-term Investments
  Fair Value of Financial Instruments
  Concentration of Credit Risk
  Allowance for Doubtful Accounts
  Inventories
  Goodwill and Other Intangible Assets
  17




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##### Table of Contents



Property and Equipment
  Land
    
    noneBuildings
    
    38 to 50 yearsLeasehold improvements
    
    7 years or lease term, if shorterMachinery and equipment
    
    2 to 5 yearsOffice equipment, furniture and fixtures
    
    5 years
 Warranty Reserve
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004Beginning Balance
    
    $
    13,509
    
    
    $
    8,185
    
    
    $
    7,561Reserve for warranties issued during the period
    
    
    10,338
    
    
    
    19,780
    
    
    
    4,881Settlements made (in cash or in kind)
    
    
    (14,966
    )
    
    
    (14,443
    )
    
    
    (4,257
    )Foreign currency translation
    
    
    (914
    )
    
    
    (13
    )
    
    
    Ending Balance
    
    $
    7,967
    
    
    $
    13,509
    
    
    $
    8,185
 Revenue Recognition
  Accounting for
Performance of Construction-Type and Certain Production-Type Contracts.
 18




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##### Table of Contents



Software Revenue
Recognition.
 Income Taxes
    Net Income (Loss) Per Share
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)Basic and diluted net loss per share:Numerator:Net loss
    
    $
    (104
    )
    
    $
    (17,743
    )
    
    $
    (82,616
    )Denominator:Weighted average common shares outstanding, excluding unvested restricted stock units
    
    
    47,972
    
    
    
    47,441
    
    
    
    41,805Denominator for basic and diluted calculation
    
    
    47,972
    
    
    
    47,441
    
    
    
    41,805Net loss per share, basic and diluted
    
    $
    (0.00
    )
    
    $
    (0.37
    )
    
    $
    (1.98
    )
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004Restricted stock awards and units
    
    
    9
    
    
    
    136
    
    
    
    59Stock options
    
    
    6,879
    
    
    
    6,827
    
    
    
    8,212Convertible notes
    
    
    5,682
    
    
    
    5,682
    
    
    
    5,682Total
    
    
    12,570
    
    
    
    12,645
    
    
    
    13,953
 19




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##### Table of Contents



Stock-Based Compensation
 Accounting for Stock Issued to
Employees Accounting
for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25 Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award
Plans Accounting for Stock-Based Compensation Accounting for Stock
Based Compensation  Transition and Disclosure  an amendment of FAS No. 123.
  Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)Net loss  as reported
    
    $
    (104
    )
    
    $
    (17,743
    )
    
    $
    (82,616
    )Add: employee stock-based compensation expense included in reported net loss, net of tax
    
    
    1,819
    
    
    
    2,376
    
    
    
    3,089Less: total employee stock-based compensation expense determined under fair value,
net of tax
    
    
    (6,838
    )
    
    
    (12,383
    )
    
    
    (14,436
    )Net loss  as adjusted
    
    $
    (5,123
    )
    
    $
    (27,750
    )
    
    $
    (93,963
    )Basic and diluted net loss per share  as reported
    
    $
    (0.00
    )
    
    $
    (0.37
    )
    
    $
    (1.98
    )Basic and diluted net loss per share  as adjusted
    
    $
    (0.11
    )
    
    $
    (0.58
    )
    
    $
    (2.25
    )SHARES USED IN THE PER SHARE CALCULATION:Basic and diluted
    
    
    47,972
    
    
    
    47,441
    
    
    
    41,805
 Recent Accounting Pronouncements
 Inventory Costs  an Amendment of ARB No. 43,
Chapter 4
 Exchange of Nonmonetary Assets  an amendment
of APB Opinion No. 29
 20




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##### Table of Contents



Accounting Changes and Error Corrections: a
Replacement of Accounting Principles Board Opinion No. 20 (APB 20) and FASB Statement No 3
 Accounting for
Rental Costs Incurred during a Construction Period
 The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,
 21




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##### Table of Contents



Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
   Fair Value Measurements
 Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and
132(R
 22




---



##### Table of Contents



5.  Balance Sheet Components:
 Cash and Cash Equivalents
   Unrealized2006
    
    Cost
    
    
    Gains (Losses)
    
    
    Fair ValueInstitutional money market funds
    
    $
    19,656
    
    
    $
    100
    
    
    $
    19,756Commercial paper
    
    
    2,994
    
    
    
    (1
    )
    
    
    2,993Total cash equivalents
    
    $
    22,750
    
    
    $
    99
    
    
    $
    22,749
 Unrealized2005
    
    Cost
    
    
    Loss
    
    
    Fair ValueInstitutional money market funds
    
    $
    5,280
    
    
    $
    
    
    
    $
    5,280Commercial paper
    
    
    4,995
    
    
    
    (1
    )
    
    
    4,994Total cash equivalents
    
    $
    10,275
    
    
    $
    (1
    )
    
    $
    10,274
 Short-term Investments
  UnrealizedCost
    
    
    Loss
    
    
    Fair ValueMarch 31, 2006Auction rate securities
    
    $
    8,300
    
    
    $
    
    
    
    $
    8,300Corporate debt securities
    
    
    6,014
    
    
    
    (9
    )
    
    
    6,005Federal agency notes
    
    
    1,000
    
    
    
    (1
    )
    
    
    999$
    15,314
    
    
    $
    (10
    )
    
    $
    15,304March 31, 2005Auction rate securities
    
    $
    19,803
    
    
    $
    
    
    
    $
    19,803Corporate debt securities
    
    
    9,915
    
    
    
    (47
    )
    
    
    9,868Municipal debt securities
    
    
    501
    
    
    
    (1
    )
    
    
    500International debt securities
    
    
    1,009
    
    
    
    (2
    )
    
    
    1,007Federal agency notes
    
    
    15,000
    
    
    
    (92
    )
    
    
    14,908$
    46,228
    
    
    $
    (142
    )
    
    $
    46,086
  Due within one year
    
    $
    12,064Due within 39 years
    
    
    3,250Total
    
    $
    15,314
   As Reported
    
    As RevisedCash and Cash
    
    Cash and CashEquivalents
    
    EquivalentsMarch 31, 2004
    
    $
    101,907
    
    
    $
    76,407
 23




---



##### Table of Contents



As Reported
    
    As RevisedSales/
    
    
    
    
    
    
    
    
    
    Sales/Purchase of
    
    Maturities of
    
    
    
    
    
    Purchase of
    
    Maturities ofAvailable for
    
    Available for
    
    
    
    
    
    Available for
    
    Available forFiscal Year Ended
    
    Sale Securities
    
    Sale Securities
    
    Net
    
    Sale Securities
    
    Sale Securities
    
    NetMarch 31, 2005
    
    $
    (71,594
    )
    
    $
    41,059
    
    
    $
    (30,535
    )
    
    $
    (84,744
    )
    
    $
    79,709
    
    
    $
    (5,035
    )March 31, 2004
    
    $
    (12,962
    )
    
    $
    8,500
    
    
    $
    (4,462
    )
    
    $
    (38,462
    )
    
    $
    8,500
    
    
    $
    (29,962
    )
 Accounts Receivable, net of allowance for doubtful accounts
  March 31,2006
    
    
    2005Trade receivables
    
    $
    83,008
    
    
    $
    77,196Trade receivables-related party
    
    
    90
    
    
    
    100Unbilled receivables
    
    
    63,435
    
    
    
    110,778Other receivables
    
    
    6,788
    
    
    
    8,849Less: Allowance for doubtful accounts
    
    
    (11,868
    )
    
    
    (6,980
    )Total
    
    $
    141,453
    
    
    $
    189,943
      Inventories
  March 31,2006
    
    
    2005Raw materials
    
    $
    9,882
    
    
    $
    14,040Work-in-process
    
    
    22,180
    
    
    
    17,905Finished goods
    
    
    1,157
    
    
    
    1,570Total
    
    $
    33,219
    
    
    $
    33,515
 24




---



##### Table of Contents



Prepaid expenses and other
  March 31,2006
    
    
    2005Prepaid expenses
    
    $
    7,078
    
    
    $
    3,146Deferred tax assets
    
    
    16,886
    
    
    
    16,379Other
    
    
    2,867
    
    
    
    14,446Total
    
    $
    26,831
    
    
    $
    33,971
 Intangible assets
  March 31, 2006
    
    
    March 31, 2005Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetAmortizable intangible assets:Developed technology
    
    $
    58,289
    
    
    $
    44,275
    
    
    $
    14,014
    
    
    $
    62,626
    
    
    $
    34,069
    
    
    $
    28,557Customer base and other intangible assets
    
    
    31,935
    
    
    
    29,419
    
    
    
    2,516
    
    
    
    33,767
    
    
    
    25,167
    
    
    
    8,600Licenses and patents
    
    
    6,316
    
    
    
    3,512
    
    
    
    2,804
    
    
    
    6,989
    
    
    
    3,248
    
    
    
    3,741Total
    
    $
    96,540
    
    
    $
    77,206
    
    
    $
    19,334
    
    
    $
    103,382
    
    
    $
    62,484
    
    
    $
    40,898
   Fiscal Year ending March 31,2007
    
    $
    11,9202008
    
    
    5,9392009
    
    
    6772010
    
    
    3172011 and thereafter
    
    
    481$
    19,334
 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
    
    
    $
    58,840
 25




---



##### Table of Contents



Balances at March 31, 2004
    
    $
    71,973Purchase accounting adjustments
    
    
    (6,953
    )Foreign currency translation
    
    
    (1,006
    )Balances at March 31, 2005
    
    
    64,014Foreign currency translation
    
    
    (5,174
    )Balances at March 31, 2006
    
    $
    58,840
  Property and Equipment
  March 31,2006
    
    
    2005Land
    
    $
    2,115
    
    
    $
    2,312Buildings
    
    
    7,332
    
    
    
    8,231Leasehold improvements
    
    
    21,174
    
    
    
    12,608Machinery and equipment
    
    
    29,325
    
    
    
    28,050Office equipment, furniture and fixture
    
    
    36,377
    
    
    
    34,947Sub-total
    
    
    96,323
    
    
    
    86,148Less accumulated depreciation
    
    
    (73,215
    )
    
    
    (70,690
    )Total
    
    $
    23,108
    
    
    $
    15,458
 Accrued and other liabilities
  March 31,2006
    
    
    2005(As restated)Income taxes payable
    
    $
    23,818
    
    
    $
    18,378Other taxes payable
    
    
    405
    
    
    
    5,877Warranty reserve
    
    
    7,967
    
    
    
    13,509Contract loss reserve
    
    
    
    
    
    
    248Restructuring reserve
    
    
    105
    
    
    
    883Employee compensation
    
    
    9,308
    
    
    
    8,822Customer deposits
    
    
    1,984
    
    
    
    2,918Other accrued expenses
    
    
    19,315
    
    
    
    20,010Total
    
    $
    62,902
    
    
    $
    70,645
 Other long-term liabilities
  March 31,2006
    
    
    2005Accrued pension benefit liability
    
    $
    6,975
    
    
    $
    9,463Lease Incentive
    
    
    3,747
    
    
    
    Other
    
    
    252
    
    
    
    308Total
    
    $
    10,974
    
    
    $
    9,771
 26




---



##### Table of Contents



Accumulated Comprehensive Income (Loss)
  March 31,2006
    
    
    2005Unrealized gain (losses) on investments
    
    $
    89
    
    
    $
    (142
    )Foreign currency translation adjustments
    
    
    665
    
    
    
    7,611Accumulated other comprehensive income
    
    $
    754
    
    
    $
    7,469
 6.  Restructuring and Other Charges (Credits):
  Severance and
    
    
    Excess
    
    
    Fixed AssetsBenefits
    
    
    Facilities
    
    
    Impairment
    
    
    TotalBalance, March 31, 2003
    
    $
    291
    
    
    $
    3,617
    
    
    $
    192
    
    
    $
    4,100Additional (reduction in) accruals
    
    
    5,460
    
    
    
    1,075
    
    
    
    46
    
    
    
    6,581Non-cash related utilization
    
    
    70
    
    
    
    (444
    )
    
    
    (205
    )
    
    
    (579
    )Amounts paid in cash
    
    
    (5,757
    )
    
    
    (2,058
    )
    
    
    (33
    )
    
    
    (7,848
    )Balance, March 31, 2004
    
    
    64
    
    
    
    2,190
    
    
    
    
    
    
    
    2,254Additional (reduction in) 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
    
    
    
    
    
    
    
    883Additional (reduction 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
    
    
    $
    
    
    
    $
    105
    27




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##### Table of Contents



7.  Asset Impairment Charges:
    8.  Income Taxes:
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004Domestic
    
    $
    (18,553
    )
    
    $
    (25,004
    )
    
    $
    (72,995
    )Foreign
    
    
    51,792
    
    
    
    6,446
    
    
    
    (20,129
    )$
    33,239
    
    
    $
    (18,558
    )
    
    $
    (93,124
    )
  Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004Current:Federal
    
    $
    (537
    )
    
    $
    (334
    )
    
    $
    State
    
    
    41
    
    
    
    
    
    
    
    31Foreign
    
    
    22,671
    
    
    
    15,388
    
    
    
    2,272Total Current
    
    
    22,175
    
    
    
    15,054
    
    
    
    2,303Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (3,429
    )
    
    
    (16,970
    )
    
    
    (8,453
    )Total Deferred
    
    
    (3,429
    )
    
    
    (16,970
    )
    
    
    (8,453
    )Total provision for (benefit from) income taxes
    
    $
    18,746
    
    
    $
    (1,916
    )
    
    $
    (6,150
    )
  Fiscal Year Ended March 31,2006
    
    2005
    
    2004Tax provision (or benefit) at federal statutory rate
    
    
    35.0
    %
    
    
    (35.0
    )%
    
    
    (35.0
    )%State taxes, net of Federal benefit
    
    
    0.1
    %
    
    
    (3.9
    )%
    
    
    (5.7
    )%Foreign income and withholding taxes in excess of statutory rate
    
    
    3.4
    %
    
    
    (20.7
    )%
    
    
    0.9
    %Non-deductible expenses and other
    
    
    (1.4
    )%
    
    
    (1.4
    )%
    
    
    (0.8
    )%Change in valuation allowance
    
    
    19.3
    %
    
    
    50.7
    %
    
    
    40.0
    %Effective income tax rate
    
    
    56.4
    %
    
    
    (10.3
    )%
    
    
    (6.6
    )%
 28




---



##### Table of Contents



Fiscal Year Ended March 31,2006
    
    
    2005(As restated)Net operating loss and credit carryforwards
    
    $
    110,479
    
    
    $
    106,353Reserves and accruals
    
    
    36,975
    
    
    
    40,089Depreciation and Amortization
    
    
    2,360
    
    
    
    2,612Capitalized R&D
    
    
    2,971
    
    
    
    3,506Gross deferred tax assets
    
    
    152,785
    
    
    
    152,560Valuation allowance
    
    
    (132,666
    )
    
    
    (130,211
    )Net deferred tax assets
    
    $
    20,119
    
    
    $
    22,349Deferred tax liabilities:Intangible assets
    
    $
    (6,022
    )
    
    $
    (12,748
    )
      9.  Debt:
   March 31,2006
    
    
    2005Convertible subordinated notes
    
    $
    86,250
    
    
    $
    86,250Long-Tern loans
    
    
    1,762
    
    
    
    4,397Capital leases
    
    
    524
    
    
    
    860Total long-term debt
    
    
    88,536
    
    
    
    91,507Less: Current portion of long-term debt and capital leases
    
    
    (1,368
    )
    
    
    (2,757
    )Long-term debt and capital leases net of current portion
    
    $
    87,168
    
    
    $
    88,750
 29




---



##### Table of Contents



Fiscal Year Ending March 31,
    
    Amount2007
    
    $
    1,3682008
    
    
    7242009
    
    
    86,4442010 and thereafter
    
    
    $
    88,536
 Convertible Subordinated Notes
 3 4
  Lines of Credit
     30




---



##### Table of Contents



10.  Common Stock:
  Employee Stock Option Plans
    
    
    1,679,959Employee Stock Purchase Plan
    
    
    116,2051,796,164
 Sale of Equity Securities
  Stock Option Plans
       Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)Cost of sales
    
    $
    157
    
    
    $
    281
    
    
    $
    267Research and development
    
    
    179
    
    
    
    406
    
    
    
    1,062Selling, general and administrative
    
    
    1,834
    
    
    
    1,786
    
    
    
    2,826$
    2,170
    
    
    $
    2,473
    
    
    $
    4,155
  31




---



##### Table of Contents



Fiscal Year Ended March 31,2006
    
    2005
    
    2004Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    ExerciseShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    PriceOptions outstanding, beginning of year
    
    
    6,819,001
    
    
    $
    10.00
    
    
    
    8,176,309
    
    
    $
    11.09
    
    
    
    9,210,061
    
    
    $
    12.20Granted
    
    
    1,671,083
    
    
    
    5.73
    
    
    
    1,699,250
    
    
    
    7.17
    
    
    
    3,014,508
    
    
    
    6.67Exercised
    
    
    (367,355
    )
    
    
    4.87
    
    
    
    (460,148
    )
    
    
    5.64
    
    
    
    (1,695,160
    )
    
    
    6.75Cancelled
    
    
    (1,246,317
    )
    
    
    10.23
    
    
    
    (2,596,410
    )
    
    
    12.35
    
    
    
    (2,317,904
    )
    
    
    12.80Options outstanding, end of year
    
    
    6,876,412
    
    
    $
    9.19
    
    
    
    6,819,001
    
    
    $
    10.00
    
    
    
    8,211,505
    
    
    $
    11.05Exercisable, end of year
    
    
    4,522,974
    
    
    $
    10.74
    
    
    
    4,674,163
    
    
    $
    11.37
    
    
    
    4,417,856
    
    
    $
    12.40
   Options Outstanding
    
    
    Exercisable OptionsWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AverageRange of Exercise Prices
    
    Outstanding
    
    
    Contractual
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$ 0.00 - $  3.95
    
    
    1,249,039
    
    
    
    5.61
    
    
    $
    3.79
    
    
    
    640,610
    
    
    $
    3.714.13 -     4.94
    
    
    845,556
    
    
    
    5.23
    
    
    
    4.72
    
    
    
    242,970
    
    
    
    4.704.98 -     5.05
    
    
    727,167
    
    
    
    6.90
    
    
    
    5.04
    
    
    
    454,339
    
    
    
    5.055.09 -     8.02
    
    
    724,721
    
    
    
    6.47
    
    
    
    6.45
    
    
    
    426,630
    
    
    
    6.558.19 -     9.65
    
    
    722,539
    
    
    
    5.81
    
    
    
    9.08
    
    
    
    434,145
    
    
    
    8.949.75 -    11.25
    
    
    691,431
    
    
    
    6.96
    
    
    
    10.26
    
    
    
    524,189
    
    
    
    10.2111.30 -    14.25
    
    
    700,461
    
    
    
    5.33
    
    
    
    12.95
    
    
    
    654,638
    
    
    
    12.9014.40 -    19.06
    
    
    899,298
    
    
    
    5.48
    
    
    
    17.32
    
    
    
    829,253
    
    
    
    17.4319.38 -    37.31
    
    
    312,950
    
    
    
    4.18
    
    
    
    24.57
    
    
    
    312,950
    
    
    
    24.5751.38 -    51.38
    
    
    3,250
    
    
    
    4.03
    
    
    
    51.38
    
    
    
    3,250
    
    
    
    51.38$ 0.00 - $ 51.38
    
    
    6,876,412
    
    
    
    5.83
    
    
    $
    9.19
    
    
    
    4,522,974
    
    
    $
    10.74
  Fiscal Year Ended March 31,2006
    
    2005
    
    2004Risk-free interest rate
    
    
    4.7
    %
    
    
    3.4
    %
    
    
    3.0
    %Expected term of options (in years)
    
    
    3.3
    
    
    
    4.6
    
    
    
    4.7Expected volatility
    
    
    83
    %
    
    
    91
    %
    
    
    81
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  32




---



##### Table of Contents



Employee Stock Purchase Plan
   Fiscal Year Ended March 31,2006
    
    2005
    
    2004Risk-free interest rate
    
    
    3.9
    %
    
    
    2.7
    %
    
    
    1.2
    %Expected life (in years)
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    51
    %
    
    
    73
    %
    
    
    81
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 11.  Employee Benefit Plans:
 Defined Benefit Pension Plans
   Fiscal Year Ended March 31,2006
    
    
    2005Change in projected benefit obligation:Beginning projected benefit obligation
    
    $
    18,842
    
    
    $
    18,703Acquisitions/Employee Transfers
    
    
    
    
    
    
    132Service cost
    
    
    781
    
    
    
    738Interest cost
    
    
    350
    
    
    
    364Actuarial loss
    
    
    135
    
    
    
    1,268Currency exchange rate changes
    
    
    (1,593
    )
    
    
    (280
    )Benefits paid to plan participants
    
    
    (1,641
    )
    
    
    (2,083
    )Ending projected benefit obligation
    
    $
    16,874
    
    
    $
    18,842Change in Plan Assets:Beginning fair value of plan assets
    
    $
    7,300
    
    
    $
    6,153Actual return on plan assets
    
    
    1,274
    
    
    
    154Employer contributions
    
    
    2,371
    
    
    
    2,515Currency exchange rate changes
    
    
    (722
    )
    
    
    (93
    )Benefits paid to participants
    
    
    (1,155
    )
    
    
    (1,429
    )Ending fair value of plan assets
    
    $
    9,068
    
    
    $
    7,300Funded Status:Ending funded status
    
    $
    (7,806
    )
    
    $
    (11,542
    )Unrecognized net actuarial loss
    
    
    831
    
    
    
    1,912Net amount recognized
    
    $
    (6,975
    )
    
    $
    (9,630
    )Amounts Recognized in the Balance Sheet:Accrued pension liability
    
    $
    (6,975
    )
    
    $
    (9,630
    )
 33




---



##### Table of Contents



March 31,2006
    
    2005Japanese equity securities
    
    
    42.0
    %
    
    
    37.0
    %Japanese debt securities
    
    
    25.0
    %
    
    
    27.0
    %Non-Japanese equity securities
    
    
    22.0
    %
    
    
    21.0
    %Non-Japanese debt securities
    
    
    8.0
    %
    
    
    9.0
    %Others
    
    
    3.0
    %
    
    
    6.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  Japanese equity securities
    
    30% to 45%Japanese debt securities
    
    20% to 30%Non-Japanese equity securities
    
    20% to 30%Non-Japanese debt securities
    
    10% to 20%Others
    
    0% to 10%
   March 31,2006
    
    2005Discount rate
    
    
    2.0
    %
    
    
    2.0
    %Rate of compensation increase
    
    
    2.5
    %
    
    
    2.5
    %
  Fiscal Year Ended March 31,2006
    
    2005Discount rate
    
    
    2.0
    %
    
    
    2.0
    %Expected return on plan assets
    
    
    3.5
    %
    
    
    3.5
    %Rate of compensation increase
    
    
    2.5
    %
    
    
    2.5
    %
   Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004Company service cost
    
    $
    781
    
    
    $
    738
    
    
    $
    688Interest cost
    
    
    350
    
    
    
    364
    
    
    
    352Expected return on plan assets
    
    
    (266
    )
    
    
    (246
    )
    
    
    (243
    )Amortization of unrecognized loss
    
    
    2
    
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    867
    
    
    $
    856
    
    
    $
    797
 34




---



##### Table of Contents



Fiscal Year Ending March 31,2007
    
    $
    8892008
    
    
    1,5682009
    
    
    2,5602010
    
    
    2,4962011
    
    
    2,1212012 through 2016
    
    
    4,128Total
    
    $
    13,762
    Employee Savings and Retirement Plan
  12.  Reportable Segments:
    March 31,2006
    
    2005AMHS:Fixed Assets Additions, fiscal year ended
    
    $
    3,721
    
    
    $
    2,636Total Assets
    
    $
    251,477
    
    
    $
    312,391Fab Automation Products:Fixed Assets Additions, fiscal year ended
    
    $
    11,068
    
    
    $
    1,312Total Assets
    
    $
    163,817
    
    
    $
    171,383Consolidated:Fixed Assets Additions, fiscal year ended
    
    $
    14,789
    
    
    $
    3,948Total Assets
    
    $
    415,294
    
    
    $
    483,774
 35




---



##### Table of Contents



Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004(As restated)
    
    
    (As restated)AMHS:Net sales
    
    $
    294,483
    
    
    $
    380,596
    
    
    $
    168,510Cost of Sales
    
    
    196,571
    
    
    
    333,956
    
    
    
    145,636Gross Profit
    
    $
    97,912
    
    
    $
    46,640
    
    
    $
    22,874Income (loss) from operations
    
    $
    47,782
    
    
    $
    844
    
    
    $
    (19,245
    )Amortization and Depreciation
    
    $
    14,461
    
    
    $
    17,284
    
    
    $
    17,048Fab Automation Products:Net sales
    
    $
    164,738
    
    
    $
    232,391
    
    
    $
    133,132Cost of Sales
    
    
    101,404
    
    
    
    156,816
    
    
    
    102,636Gross Profit
    
    $
    63,334
    
    
    $
    75,575
    
    
    $
    30,496Income (loss) from operations
    
    $
    (15,496
    )
    
    $
    (18,673
    )
    
    $
    (67,244
    )Amortization and Depreciation
    
    $
    7,901
    
    
    $
    10,325
    
    
    $
    12,183Consolidated:Net sales
    
    $
    459,221
    
    
    $
    612,987
    
    
    $
    301,642Cost of Sales
    
    
    297,975
    
    
    
    490,772
    
    
    
    248,272Gross Profit
    
    $
    161,246
    
    
    $
    122,215
    
    
    $
    53,370Income (loss) from operations
    
    $
    32,286
    
    
    $
    (17,829
    )
    
    $
    (86,489
    )Amortization and Depreciation
    
    $
    22,362
    
    
    $
    27,609
    
    
    $
    29,231
   Fiscal Year Ended March 31,2006
    
    
    2005
    
    
    2004United States
    
    $
    87,266
    
    
    $
    112,923
    
    
    $
    63,863Japan
    
    
    183,079
    
    
    
    146,752
    
    
    
    83,778Taiwan
    
    
    109,174
    
    
    
    230,334
    
    
    
    46,211Korea
    
    
    21,123
    
    
    
    30,240
    
    
    
    45,785Other Asia/Pacific
    
    
    27,336
    
    
    
    70,879
    
    
    
    41,381Europe
    
    
    31,243
    
    
    
    21,859
    
    
    
    20,624Total
    
    $
    459,221
    
    
    $
    612,987
    
    
    $
    301,642
  March 31,2006
    
    
    2005United States
    
    $
    12,057
    
    
    $
    6,243Japan
    
    
    12,992
    
    
    
    11,915Other
    
    
    312
    
    
    
    324Total
    
    $
    25,361
    
    
    $
    18,482
 13.  Commitments and Contingencies:
 Lease Commitments
  36




---



##### Table of Contents



Fiscal Year Ending March 31,
    
    Capital Lease
    
    
    Operating Lease2007
    
    $
    231
    
    
    $
    3,2922008
    
    
    162
    
    
    
    3,1892009
    
    
    148
    
    
    
    1,5852010
    
    
    
    
    
    
    1,4492011 and thereafter
    
    
    
    
    
    
    4,238Total
    
    $
    541
    
    
    $
    13,753Less: interest
    
    
    (17
    )Present value of minimum lease payments
    
    
    524Less: current portion of capital leases
    
    
    (216
    )Capital leases, net of current portion
    
    $
    308
  Purchase Commitments
  Legal Commitments
    37




---



##### Table of Contents



In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et al et. seq.
  Indemnifications
   14.  Related Party Transactions:
   March 31,2006
    
    2005Accounts payable due to Shinko
    
    $
    13,406
    
    
    $
    39,221Accrued liabilities due to Shinko
    
    $
    59
    
    
    $
    450Accounts receivable from MECS Korea
    
    $
    90
    
    
    $
    100Accounts payable due to MECS Korea
    
    $
    3
    
    
    $
    21Accrued liabilities due to MECS Korea
    
    $
    81
    
    
    $
    
 38




---



##### Table of Contents



Fiscal Year Ended March 31,2006
    
    2005
    
    2004Material and service purchases from Shinko
    
    $
    57,043
    
    
    $
    96,097
    
    
    $
    42,511Material and service purchases from MECS Korea
    
    $
    3
    
    
    $
    414
    
    
    $
    2Sales to MECS Korea
    
    $
    568
    
    
    $
    378
    
    
    $
    138
  15.  Subsequent Events:
 NASDAQ Delisting Proceedings
  
    
    On or before September 27, 2006, the Company submits supplemental information outlined in
the letter concerning the previously announced Special Committee investigation into stock
option grants and practices; and
    
    On or before November 30, 2006, the Company files its Form 10-K for the fiscal year ended
March 31, 2006, its Form 10-Q for the quarter ended June 30, 2006, and all required
restatements (if any).
  Acquisition and Related Debt Financing Facility
    39




---



##### Table of Contents



3 4
    Notice of default relating to Convertible Subordinated Notes
 3 4
   40




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      Internal Control  Integrated Framework
   41




---



##### Table of Contents



42




---



##### Table of Contents



Supplementary Financial Data
  QUARTERLY FINANCIAL DATA
 Year Ended March 31, 2006First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(In thousands, except per share data)As reportedNet sales
    
    $
    117,451
    
    
    $
    124,595
    
    
    $
    106,824
    
    
    $
    110,351Gross profit
    
    
    33,734
    
    
    
    43,476
    
    
    
    41,996
    
    
    
    42,112Net income (loss)
    
    $
    (3,587
    )
    
    $
    (1,545
    )
    
    $
    2,979
    
    
    $
    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
    
    
    
    50,178AdjustmentsNet sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross profit
    
    
    (26
    )
    
    
    (26
    )
    
    
    (20
    )
    
    
    Net income (loss)
    
    $
    (107
    )
    
    $
    (91
    )
    
    $
    (190
    )
    
    $
    Basic net income (loss) per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )Diluted net income (loss) per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )Shares 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
    
    
    
    50,178As restatedNet 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
 Year Ended March 31, 2005First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterAs reportedNet sales
    
    $
    139,425
    
    
    $
    168,606
    
    
    $
    161,383
    
    
    $
    143,573Gross profit
    
    
    27,095
    
    
    
    30,848
    
    
    
    27,569
    
    
    
    36,745Net loss
    
    $
    (2,286
    )
    
    $
    (1,831
    )
    
    $
    (11,644
    )
    
    $
    (1,781
    )Basic and diluted net loss per share
    
    $
    (0.05
    )
    
    $
    (0.04
    )
    
    $
    (0.24
    )
    
    $
    (0.04
    )Shares used in basic and diluted net loss per share calculations
    
    
    47,179
    
    
    
    47,428
    
    
    
    47,553
    
    
    
    47,678AdjustmentsNet sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross profit
    
    
    (21
    )
    
    
    (15
    )
    
    
    (1
    )
    
    
    (5
    )Net income (loss)
    
    $
    (98
    )
    
    $
    (56
    )
    
    $
    (27
    )
    
    $
    (20
    )Basic and diluted net income (loss) per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.00
    )Shares used in basic and diluted net loss per share calculations
    
    
    47,179
    
    
    
    47,428
    
    
    
    47,553
    
    
    
    47,678As restatedNet sales
    
    $
    139,425
    
    
    $
    168,606
    
    
    $
    161,383
    
    
    $
    143,573Gross profit
    
    
    27,074
    
    
    
    30,833
    
    
    
    27,568
    
    
    
    36,740Net loss
    
    $
    (2,384
    )
    
    $
    (1,887
    )
    
    $
    (11,671
    )
    
    $
    (1,801
    )Basic and diluted net loss per share
    
    $
    (0.05
    )
    
    $
    (0.04
    )
    
    $
    (0.25
    )
    
    $
    (0.04
    )Shares used in basic and diluted net loss per share calculations
    
    
    47,179
    
    
    
    47,428
    
    
    
    47,553
    
    
    
    47,678
   43




---



##### Table of Contents



PART IV
 
 Item 15  Exhibits and Financial Statement Schedules
 (a) The following documents are filed as part of this Annual Report on Form 10-K
 Financial Statements
  Financial Statement Schedule
  Exhibits
  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
    
    10/21/1999
 44




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith3.4
    
    Certificate of Amendment of the Amended and Restated
Articles of Incorporation, filed October 5, 2000.
    
    DEF 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.
    
    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 and related
offering document.
    
    S-1
    
    
    10.3
    
    
    333-66184
    
    7/19/199310.4*
    
    Companys 1993 Non-Employee Directors Stock Option Plan
and related offering document
    
    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
    
    11/12/2003
 45




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.14
    
    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.
    
    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.
    
    10-K
    
    
    10.17
    
    
    000-22430
    
    10/13/200610.18*
    
    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
    
    Amended and Restated Loan and Security Agreement between
the Company and Comerica Bank, dated May 15, 2004.
    
    10-Q
    
    
    10.47
    
    
    000-22430
    
    8/5/200410.21*
    
    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
    
    12/30/200410.22*
    
    Forms of Restricted Stock Award Agreement for restricted
stock awarded to directors, Restricted Stock Award
Agreement for restricted stock units awarded to
directors, Restricted Stock Award Agreement for
restricted stock awarded to employees, and Restricted
Stock Award Agreement for restricted stock units awarded
to employees.
    
    10-K
    
    
    10.22
    
    
    000-22430
    
    10/13/200610.23*
    
    Certificate of Amendment to Option Grants dated August
18, 2004.
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    12/30/200410.24
    
    Companys 2001 Non-Officer Equity Plan.
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    12/30/200410.25*
    
    Employment Agreement between the Company and Warren
Kocmond, Jr., (corrected as of May 16, 2005).
    
    10-K
    
    
    10.52
    
    
    000-22430
    
    6/29/200510.26*
    
    Change-in-Control Agreement between the Company and
Robert J. Nikl dated November 3, 2004.
    
    10-K
    
    
    10.53
    
    
    000-22430
    
    6/29/200510.27*
    
    Change-in-Control Agreement between the Company and
Anthony C Bonora dated November 3, 2004.
    
    10-K
    
    
    10.54
    
    
    000-22430
    
    6/29/200510.28
    
    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
    
    6/29/200510.29
    
    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
    
    6/29/200510.30*
    
    Summary of Executive Bonus Plan (revised 2006)
    
    10-K
    
    
    10.30
    
    
    000-22430
    
    10/13/200610.31
    
    Waiver and Amendment Number One to Amended and Restated
Loan and Security Agreement between the Company and
Comerica Bank, dated June 27, 2005.
    
    10-K
    
    
    10.58
    
    
    000-22430
    
    6/29/2005
 46




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.32*
    
    2003 Equity Incentive Plan as amended and approved by the
Registrants shareholders through August 23, 2005.
    
    8-K
    
    
    99.1
    
    
    000-22430
    
    8/29/200510.33*
    
    Employment Agreement dated as of August 29, 2005, between
the Company and Alan S. Lowe
    
    10-Q
    
    
    10.60
    
    
    000-22430
    
    11/9/200510.34
    
    Amendment Number Two to Amended and Restated Loan and
Security Agreement between the Company and Comerica Bank,
dated November 21, 2005.
    
    10-Q
    
    
    10.61
    
    
    000-22430
    
    2/6/200610.35
    
    Industrial Space Lease (Single Tenant Net) between the
Company and JER Bayside, LLC dated November 29, 2005.
    
    10-Q
    
    
    10.62
    
    
    000-22430
    
    2/6/200610.36*
    
    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
    
    12/16/200510.37
    
    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
    
    10/13/200610.38
    
    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
    
    10/13/200610.39*
    
    Separation Agreement and Release of All Claims between
the Company and Warren C. Kocmond, dated May 31, 2006.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    10/13/200610.40*
    
    Change-in-Control Agreement between the Company and Steve
Debenham, dated May 22, 2006.
    
    10-K
    
    
    10.40
    
    
    000-22430
    
    10/13/200610.41*
    
    Change-in-Control Agreement between the Company and Alan
S. Lowe, dated May 22, 2006
    
    10-K
    
    
    10.41
    
    
    000-22430
    
    10/13/200610.42
    
    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
    
    10/13/200621.1
    
    Subsidiaries of Asyst Technologies, Inc.
    
    10-K
    
    
    21.1
    
    
    000-22430
    
    10/13/200623.1
    
    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 47




---



##### Table of Contents



SIGNATURES
  ASYST TECHNOLOGIES, INC.By:
    
    /S/ MICHAEL A. SICUROMichael A. SicuroChief Financial OfficerBy:
    
    /S/ AARON L. TACHIBANAAaron L. TechibanaPrincipal Accounting Officer
  48




---



##### 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 DEF 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.
    
    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 and related
offering document.
    
    S-1
    
    
    10.3
    
    
    333-66184
    
    7/19/199310.4*
    
    Companys 1993 Non-Employee Directors Stock Option Plan and
related offering document.
    
    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
    
    11/12/2002




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.10
    
    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.
    
    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.
    
    10-K
    
    
    10.17
    
    
    000-22430
    
    10/13/200610.18*
    
    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
    
    Amended and Restated Loan and Security Agreement between the
Company and Comerica Bank, dated May 15, 2004.
    
    10-Q
    
    
    10.47
    
    
    000-22430
    
    8/5/200410.21*
    
    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
    
    12/30/200410.22*
    
    Forms of Restricted Stock Award Agreement for restricted
stock awarded to directors, Restricted Stock Award Agreement
for restricted stock units awarded to directors, Restricted
Stock Award Agreement for restricted stock awarded to
employees, and Restricted Stock Award Agreement for
restricted stock units awarded to employees.
    
    10-K
    
    
    10.22
    
    
    000-22430
    
    10/13/200610.23*
    
    Certificate of Amendment to Option Grants dated August 18,
2004.
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    12/30/200410.24
    
    Companys 2001 Non-Officer Equity Plan.
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    12/30/200410.25*
    
    Employment Agreement between the Company and Warren Kocmond,
Jr., (corrected as of May 16, 2005).
    
    10-K
    
    
    10.52
    
    
    000-22430
    
    6/29/200510.26*
    
    Change-in-Control Agreement between the Company and Robert J
Nikl dated November 3, 2004.
    
    10-K
    
    
    10.53
    
    
    000-22430
    
    6/29/200510.27*
    
    Change-in-Control Agreement between the Company and Anthony C
Bonora dated November 3, 2004.
    
    10-K
    
    
    10.54
    
    
    000-22430
    
    6/29/2005




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.28
    
    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
    
    6/29/200510.29
    
    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
    
    6/29/200510.30*
    
    Summary of Executive Bonus Plan (revised 2006).
    
    10-K
    
    
    10/30
    
    
    000-22430
    
    10/13/200610.31
    
    Waiver and Amendment Number One to Amended and Restated Loan
and Security Agreement between the Company and Comerica Bank,
dated June 27, 2005.
    
    10-K
    
    
    10.58
    
    
    000-22430
    
    6/29/200510.32*
    
    2003 Equity Incentive Plan as amended and approved by the
Registrants shareholders through August 23, 2005.
    
    8-K
    
    
    99.1
    
    
    000-22430
    
    8/29/200510.33*
    
    Employment Agreement dated as of August 29, 2005, between the
Company and Alan S. Lowe.
    
    10-Q
    
    
    10.60
    
    
    000-22430
    
    11/9/200510.34
    
    Amendment Number Two to Amended and Restated Loan and
Security Agreement between the Company and Comerica Bank,
dated November 21, 2005.
    
    10-Q
    
    
    10.61
    
    
    000-22430
    
    2/6/200610.35
    
    Industrial Space Lease (Single Tenant Net) between the
Company and JER Bayside, LLC dated November 29, 2005.
    
    10-Q
    
    
    10.62
    
    
    000-22430
    
    2/6/200610.36*
    
    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
    
    12/16/200510.37
    
    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
    
    10/13/200610.38
    
    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
    
    10/13/200610.39*
    
    Separation Agreement and Release of All Claims between the
Company and Warren C. Kocmond, dated May 31, 2006.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    10/13/200610.40*
    
    Change-in-Control Agreement between the Company and Steve
Debenham, dated May 22, 2006.
    
    10-K
    
    
    10.40
    
    
    000-22430
    
    10/13/200610.41*
    
    Change-in-Control Agreement between the Company and Alan S.
Lowe, dated May 22, 2006.
    
    10-K
    
    
    10.41
    
    
    000-22430
    
    10/13/200610.42
    
    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
    
    10/13/200621.1
    
    Subsidiaries of Asyst Technologies, Inc.
    
    10-K
    
    
    21.1
    
    
    000-22430
    
    10/13/200623.1
    
    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




---



##### 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