##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March
    31,  2008oro

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
    incorporation or organization)

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

Name of Each Exchange on Which RegisteredCommon Stock

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

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





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


Business

3Item 1A.


Risk Factors

13Item 1B.


Unresolved Staff Comments

23Item 2.


Properties

23Item 3.


Legal Proceedings

24Item 4.


Submission of Matters to a Vote of Security
    Holders

25PART IIItem 5.


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

26Item 6.


Selected Financial Data

28Item 7.


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

29Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk

50Item 8.


Financial Statements and Supplementary Data

52Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure

100Item 9A.


Controls and Procedures

100Item 9B.


Other Information

102PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance

102Item 11.


Executive Compensation

102Item 12.


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

102Item 13.


Certain Relationships and Related Transactions,
    and Director Independence

102Item 14.


Principal Accountant Fees and Services

102PART IVItem 15.


Exhibits and Financial Statement Schedules

102EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




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##### Table of Contents



PART I



FORWARD
    LOOKING STATEMENTS  Except for the historical information contained herein, the
    following discussion includes forward-looking statements within
    the meaning of Section 27A of the Securities Act of 1933
    and Section 21E of the Securities Exchange Act of 1934 that
    involve risks and uncertainties. We intend such forward-looking
    statements to be covered by the safe harbor provisions for
    forward-looking statements contained in the Private Securities
    Litigation Reform Act of 1995 and we are including this
    statement for purposes of complying with these safe harbor
    provisions. We have based these forward-looking statements on
    our current expectations and projections about future events.
    Our actual results could differ materially, as a result of
    certain factors including but not limited to those discussed in
    Risk Factors in this report and our other Securities
    and Exchange Commission (SEC) filings. These
    forward-looking statements are not guarantees of future
    performance and are subject to risks, uncertainties and
    assumptions, including those set forth in this section as well
    as those under the caption, Item 1A, Risk
    Factors.
  Words such as expect, anticipate,
    intend, plan, believe, and
    estimate, and variations of such words and similar
    expressions are intended to identify such forward-looking
    statements. Except as may be required by law, we do not intend
    publicly to update or revise any forward-looking statements,
    whether as a result of new information, future events or
    otherwise. In light of these risks, uncertainties and
    assumptions, the forward-looking events discussed in this report
    might not occur.
  The following discussion should be read in conjunction with
    the audited consolidated financial statements and related notes
    included in this report and our audited consolidated financial
    statements and related notes as of March 31, 2008, and for
    each of the three years in the fiscal year ended March 31,
    2008 as filed in this report.
      Item 1 
    Business  Overview
    
    The use of larger diameter silicon wafers, which require
    automated handling because of ergonomic issues and increased
    yield risk.
    The use of larger size glass panels for the manufacturing of
    FPDs, which require automated handling because of the extreme
    bulk and weight of the panels.
    Continuing decreases in semiconductor device line widths, which
    require higher levels of cleanliness in the manufacturing
    process. 3




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##### Table of Contents




    Increasingly complex semiconductor devices, which require more
    process steps and thus greater transportation and tool loading
    capabilities and higher throughput.
    Continuing customer requirements for enhanced manufacturing
    control, productivity and return on capital.  Acquisition
    of Additional Asyst Shinko Inc. Shares and Related Credit
    Agreement
      3 4
    Form 10-K
  Industry
    Background:
  Semiconductor
    Manufacturing Automation
   4




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##### Table of Contents



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




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##### Table of Contents



work-in-process
    Strategy
    and Business Developments
    Further Develop and Penetrate Next Generation Automation
    Solutions.
  Further Penetrate the Market for FPD AMHS.
  Increase Penetration of New Tool and Fab Automation
    Products.
  Focus on Supply Chain Excellence.
 6




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##### Table of Contents



Increase Customer Satisfaction.
  Products
  Fab
    Automation
    Loadports.
  EFEMs. work-in-process set-up
    Sorters.
  Auto-ID Systems. work-in-process
 7




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##### Table of Contents



Substrate-Handling Robotics.
  AMHS
    for Semiconductor Manufacturing
    Wafer Stockers.
  OHT.
  OHS.
  Conveyor.
  Automated Guided Vehicle
    (AGV).
  Rail Guided Vehicle (RGV).
  Software. e-manufacturing
  AMHS
    for FPD Manufacturing
  LCD Stocker. work-in-progress
 8




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##### Table of Contents



LCD AGVs.
  Gen 8 AMHS.
  Customers
      Sales and
    Marketing
        Research
    and Development
   9




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##### Table of Contents



Manufacturing
  and/or
  U.S.-based
  Competition
         10




---



##### Table of Contents



Intellectual
    Property
  and/or
      Backlog
    Employees
   11




---



##### Table of Contents



Financial
    Information by Business Segment and Geographic Data
  Form 10-K.
  Environmental
    Compliance
    Additional
    Information and Governance Matters
  (510) 661-5000. www.asyst.com Form 10-K.
  Form 10-K, Form 10-Q, Form 8-K, http://www.asyst.com 1-800-SEC-0330. Form 10-K.
  Form 10-K.
  Form 8-K. Form 8-K
 12




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##### Table of Contents



Form 8-K
    Item 1A 
    Risk
    Factors  We
    have a history of significant losses.
    We
    continue to need to reduce costs in core areas; significant cost
    reductions could affect our existing customer base,
    profitability and ability to benefit from future upturn in
    demand for our products.
  and/or
  We
    face potential risks in connection with our outstanding
    indebtedness; if we are not able to comply with the requirements
    of this debt on a timely basis, our ability to discharge our
    obligations under this indebtedness, liquidity and business may
    be harmed.
    Indebtedness
    Under Credit Agreement With KeyBank
   13




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3 4
    Form 10-K
      and/or
 14




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and/or
  Other
    Credit Lines
        and/or
    If we
    need additional financing to meet our working capital needs, to
    finance capital expenditures or to fund operations, we may not
    be able to obtain such financing on terms favorable to us, if at
    all.
   15




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We
    have risk of material losses including attorney fees and
    expenses in conjunction with ongoing lawsuits.
  In re Asyst Technologies, Inc. Derivative
    Litigation
  Patents-in-Suit.
     16




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If we
    continue to fail to achieve and maintain effective disclosure
    controls and procedures and internal control over financial
    reporting on a consolidated basis, our stock price and investor
    confidence in our Company could be materially and adversely
    affected.
  Form 10-K.
      Our
    global operations subject us to risks that may negatively affect
    our results of operations and financial condition.
    
    security concerns, such as armed conflict and civil or military
    unrest, crime, political instability, and terrorist activity;
    trade restrictions; compliance with extensive foreign and
    U.S. export laws;
    natural disasters;
    inability to enforce payment obligations or legal protections
    accorded creditors to the same extent within the U.S.;
    differing employment practices and labor issues;
    local business and cultural factors that differ from our normal
    standards and practices;
    regulatory requirements and prohibitions that differ between
    jurisdictions;
    restrictions on our operations by governments seeking to support
    local industries, nationalization of our operations, and
    restrictions on our ability to repatriate earnings; and/or
    the laws of certain foreign countries may not protect our
    intellectual property to the same extent as do the laws of the
    United States.   17




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Fluctuations
    in the demand for and mix of products sold may adversely affect
    our financial results.
    
    competitive pressures from companies that have competing
    products;
    changes in customer product needs;
    changes in business and economic conditions, including a
    downturn in the semiconductor industry;
    strategic actions taken by our competitors; and/or
    market acceptance of our products.  start-up
  Most
    of our Fab Automation Product manufacturing is outsourced to a
    single contract manufacturer, which could disrupt the
    availability of our Fab Automation Products and adversely affect
    our gross margins.
       18




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Shortages
    of components necessary for product assembly by Flextronics or
    us can delay shipments to our customers and can lead to
    increased costs, which may negatively impact our financial
    results.
    We
    depend on large purchases from a few significant customers, and
    any loss, cancellation, reduction or delay in purchases by, or
    failure to collect receivables from these customers could harm
    our business.
    We
    operate in an intensely competitive industry, and our failure to
    respond quickly to technological developments and introduce new
    products and features could have an adverse effect on our
    ability to compete.
   19




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We may
    be unable to protect our intellectual property rights and we may
    become involved in litigation concerning the intellectual
    property rights of others.
          Our
    results of operations could vary as a result of the methods,
    estimates, and judgments we use in applying our accounting
    policies.
  Form 10-K). Share-Based Payment
 20




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Changes
    in our effective tax rate may have an adverse effect on our
    results of operations.
    
    the jurisdictions in which profits are determined to be earned
    and taxed;
    the resolution of issues arising from tax audits with various
    tax authorities;
    changes in the valuation of our deferred tax assets and
    liabilities;
    adjustments to estimated taxes upon finalization of various tax
    returns;
    changes in share-based compensation expense;
    changes in tax laws or the interpretation of such tax laws and
    changes in generally accepted accounting principles; and/or
    the repatriation of
    non-U.S. earnings
    for which we have not previously provided for U.S. taxes.  and/or
  We may
    not be able to integrate efficiently the operations of our
    acquisitions, and may incur substantial losses in the
    divestiture of assets or operations.
   21




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We
    could experience unexpected turnover in our finance department,
    and this could have an adverse impact on our business; In order
    to compete, we must attract, retain, and motivate key employees
    Company wide, and our failure to do so could have an adverse
    effect on our results of operations.
        Risks
    Related to Our Industry
  The
    semiconductor manufacturing equipment industry is highly
    cyclical and is affected by recurring downturns in the
    semiconductor industry, and these cycles can harm our operating
    results.
       22




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##### Table of Contents



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


Lease

Facilities byLocation

Functions

(Approximate)


Expiration

SegmentsFremont, California

Corporate headquarters


95,000


March 2013

Fab Automation/AMHSFremont, California

Repair and maintenance


35,000


March 2010

Fab Automation/AMHSAustin, Texas

Sales and support, R&D


3,000


May 2011

Fab AutomationNagoya, Japan

Administration, manufacturing, R&D


65,000


Owned

Fab Automation/AMHSNagoya, Japan

Administration, manufacturing


7,000


December 2008

Fab AutomationHsin-Chu City, Taiwan

Administration, sales and support


7,000


July 2009

Fab Automation/AMHSGenting, Singapore

Sales and support


2,000


September 2008

Fab AutomationIse, Japan

Administration, manufacturing, R&D


176,000


June 2011

AMHSTokyo, Japan

Sales and support


4,000


July 2012

Fab Automation/AMHS    23




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##### Table of Contents



Item 3 
    Legal
    Proceedings  Our
    Patent Infringement Action against Jenoptik AG
        Daifukus
    Patent Infringement Action Against Us
  Patents-in-Suit). Patents-in-Suit. Patents-in-Suit Patents-in-Suit
 24




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##### Table of Contents



Derivative
    Action filed Against Current and Former Directors &
    Officers Relating to Past Stock Option Grants &
    Practices
  In re Asyst Technologies, Inc. Derivative
    Litigation Forlenzo v.
    Schwartz, et a et. seq. Rule 10b-5 Rule 14a-9
  Other
    Matters
    Item 4 
    Submission
    of Matters to a Vote of Security Holders   25




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##### Table of Contents



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


LowFiscal year ended March 31, 2007First quarter

$
10.72


$
5.83Second quarter


7.63



6.43Third quarter


8.82



6.25Fourth quarter


7.46



6.22Fiscal year ended March 31, 2008First quarter


7.49



6.43Second quarter


7.82



4.50Third quarter


6.15



2.69Fourth quarter


4.20



2.46   Approximate
    Number of Equity Security Holders
    Dividends
    Issuer
    Purchases of Equity Securities
   26




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Common
    Stock Performance
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG ASYST TECHNOLOGIES, INC.,
    NASDAQ COMPOSITE INDEX AND SIC CODE INDEX
  
      3/31/2003


3/26/2004


3/31/2005


3/31/2006


3/30/2007


3/31/2008Asyst Technologies, Inc.


$
100.00



$
158.12



$
88.38



$
192.07



$
129.70



$
64.58SIC Code Index


$
100.00



$
178.89



$
149.69



$
178.10



$
215.78



$
184.92NASDAQ Composite Index


$
100.00



$
149.26



$
149.91



$
176.74



$
183.30



$
171.69  27




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##### Table of Contents



Item 6 
    Selected
    Financial Data  Selected
    Consolidated Financial Data
  Form 10-K
  March 31,2008


2007


2006


2005


2004(In thousands)Consolidated Balance Sheet DataCash and cash equivalents and short-term investments

$
95,669


$
99,701


$
109,926


$
101,180


$
117,860Total assets


445,653



465,686



415,294



483,774



472,864Long-term debt and capital leases, net of current portion


112,667



86,412



87,168



88,750



91,074Shareholders equity


87,600



94,681



87,679



89,717



102,252   Fiscal Year Ended March 31,2008


2007


2006


2005


2004(In thousands, except per share data)Consolidated Statements of Operations Data:Net sales

$
457,227


$
492,473


$
459,221


$
612,987


$
301,642Gross profit


138,940



154,721



161,246



122,215



53,370(Loss) income from operations


(13,375
)


10,675



32,286



(17,829
)


(86,489
)Net loss prior to cumulative effect of change in accounting
    principle


(13,743
)


(141
)


(104
)


(17,743
)


(82,616
)Cumulative effect of change in accounting principle






103











Net loss

$
(13,743
)

$
(38
)

$
(104
)

$
(17,743
)

$
(82,616
)Basic net loss per share prior to cumulative effect of change in
    accounting principle

$
(0.28
)

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)Cumulative effect of change in accounting principle






0.00











Basic net loss per share

$
(0.28
)

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)Diluted net loss per share prior to cumulative effect of change
    in accounting principle

$
(0.28
)

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)Cumulative effect of change in accounting principle






0.00











Diluted net loss per share

$
(0.28
)

$
(0.00
)

$
(0.00
)

$
(0.37
)

$
(1.98
)Shares used in computing basic net loss per share


49,712



48,924



47,972



47,441



41,805Shares used in computing diluted net loss per share


49,712



48,924



47,972



47,441



41,805       Share-Based
    Payment.
 28




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##### Table of Contents



Goodwill and
    Other Intangible Assets, Accounting for the Impairment of Long-Lived Assets to
    be Disposed of.
      Form 10-K
  Item 7 
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion of our financial condition and
    results of operations should be read in conjunction with our
    consolidated financial statements and the related notes included
    elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements, which
    involve risk and uncertainties. Words such as
    expect, anticipate, intend,
    plan, believe, estimate, and
    variations of such words and similar expressions are intended to
    identify such forward-looking statements. In addition, any
    statements that refer to projections of our future financial
    performance, our anticipated growth and trends in our business,
    and other characterizations of future events or circumstances
    are forward-looking statements. Our actual results could differ
    materially from those anticipated in the forward looking
    statements as a result of certain factors, including but not
    limited to those discussed in Item 1A, Risk
    Factors, and elsewhere in this Annual Report.
  Overview
           29




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Our
    Operating Segments
        Form 10-K.
  and/or
    Critical
    Accounting Policies and Estimates
  General
      Revenue
    Recognition
  and/or
 30




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##### Table of Contents



81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts.
  SOP 97-2, Software Revenue Recognition.
  Allowance
    for Doubtful Accounts
    Inventory
    Reserves
  work-in-process,
  Goodwill
   31




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##### Table of Contents



Goodwill and Other Intangible Assets.
  Impairment
    of Long-Lived Assets
  Accounting
    for the Impairment of Long-Lived Assets to be Disposed of
  Warranty
    Reserve
    Accounting
    for Income Taxes
  Accounting for Uncertainty in Income Taxes 
    an interpretation of FASB Statement No. 109 Form 10-K
       32




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Share-Based
    Compensation
  Share-Based Payment
        Pension
    Benefit Plans
  and/or non-U.S. plans
   33




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##### Table of Contents



2008


2007


2006Discount rate


2.0
%


2.3
%


2.0
%Rate of compensation increase


3.0
%


3.0
%


2.5
%     2008


2007


2006Discount rate


2.0
%


2.3
%


2.0
%Expected return on plan assets


3.5
%


4.0
%


3.5
%Rate of compensation increase


3.0
%


3.0
%


2.5
%   Results
    of Operations
  Comparison
    of Sales, Gross Profit, Expenses, Interest & Other,
    and Taxes
    Fiscal Year Ended March 312008


2007


2006NET SALES


100.0
%


100.0
%


100.0
%COST OF SALES


69.6
%


68.6
%


64.9
%GROSS PROFIT


30.4
%


31.4
%


35.1
%OPERATING EXPENSES:Research and development


8.7
%


7.0
%


6.1
%Selling, general and administrative


20.5
%


17.7
%


18.4
%Amortization of acquired intangible assets


3.7
%


4.1
%


3.6
%Restructuring and other charges


0.4
%


0.4
%


(0.0
)%Total operating expenses


33.3
%


29.2
%


28.1
%(LOSS) INCOME FROM OPERATIONS


(2.9
)%


2.2
%


7.0
%INTEREST AND OTHER INCOME (EXPENSE), NET:Interest income


0.4
%


0.5
%


0.6
%Interest expense


(2.0
)%


(1.8
)%


(1.5
)%Write-off of fees related to early extinguishment of debt and
    early redemption of convertible securities


(0.7
)%


0.0
%


0.0
%Other income, net


1.8
%


0.8
%


1.1
%Interest and other income (expense), net


(0.5
)%


(0.5
)%


0.2
%(LOSS) INCOME BEFORE INCOME TAXES AND MINORITY INTEREST


(3.4
)%


1.7
%


7.2
%BENEFIT FROM (PROVISION FOR) INCOME TAXES


0.4
%


(1.3
)%


(4.1
)%MINORITY INTEREST


(0.0
)%


(0.4
)%


(3.1
)%NET LOSS PRIOR TO CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
    PRINCIPLE


(3.0
)%


(0.0
)%


(0.0
)%Cumulative effect of change in accounting principle


0.0
%


0.0
%


0.0
%NET LOSS


(3.0
)%


(0.0
)%


(0.0
)%  34




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##### Table of Contents



Fiscal Year Ended March 312008


2007


2006(In thousands)AMHS:Net sales

$
292,927


$
298,777


$
294,483Cost of Sales


225,646



225,150



196,571Gross Profit

$
67,281


$
73,627


$
97,912(Loss) income from operations

$
(14,448
)

$
9,983


$
47,782Fab Automation Products:Net sales

$
164,300


$
193,696


$
164,738Cost of Sales


92,641



112,602



101,404Gross Profit

$
71,659


$
81,094


$
63,334(Loss) income from operations

$
1,073


$
692


$
(15,496
)Consolidated:Net sales

$
457,227


$
492,473


$
459,221Cost of Sales


318,287



337,752



297,975Gross Profit

$
138,940


$
154,721


$
161,246(Loss) income from operations

$
(13,375
)

$
10,675


$
32,286   Net
    Sales by Operating Segment
  Consolidated
      AMHS
   35




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##### Table of Contents



Asia/Pacific
  Fab
    Automation
      Net
    Sales by Geographic Area
    Fiscal Year Ended March 312008


2007


2006Consolidated:United States

$
84,371


$
103,962


$
87,266Japan


185,693



186,404



183,079Taiwan


98,066



111,835



109,174Korea


23,864



17,447



21,123Other Asia/Pacific


34,835



32,790



27,336Europe


30,398



40,035



31,243Total

$
457,227


$
492,473


$
459,221      36




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##### Table of Contents



AMHS
    Fab
    Automation
    Gross
    Profit
  Consolidated
   37




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##### Table of Contents



AMHS
      Fab
    Automation
      Research
    and Development
  Fiscal Year Ended March 31


Fiscal Year Ended March 312008


2007


Change


2007


2006


Change(In thousands, except percentages)Research and development

$
39,823


$
34,575


$
5,248


$
34,575


$
27,913


$
6,662Percentage of total net sales


8.7
%


7.0
%






7.0
%


6.1
%      38




---



##### Table of Contents



Selling,
    General and Administrative
  Fiscal Year Ended March 31


Fiscal Year Ended March 312008


2007


Change


2007


2006


Change(In thousands, except percentages)Selling, general and administrative

$
93,526


$
87,234


$
6,292


$
87,234


$
84,503


$
2,731Percentage of total net sales


20.5
%


17.7
%






17.7
%


18.4
%       Amortization
    of Acquired Intangible Assets
  Fiscal Year Ended March 31


Fiscal Year Ended March 312008


2007


Change


2007


2006


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

$
16,993


$
20,245


$
(3,252
)

$
20,245


$
16,590


$
3,655Percentage of total net sales


3.7
%


4.1
%






4.1
%


3.6
%      39




---



##### Table of Contents



Restructuring
    and Other Charges
    Severance and


ExcessBenefits


Facilities


TotalBalance, March 31, 2005

$
67


$
816


$
883Additional accruals


(7
)


(39
)


(46
)Non-cash related utilization


(60
)


(96
)


(156
)Amounts paid in cash






(573
)


(573
)Foreign currency translation






(3
)


(3
)Balance, March 31, 2006






105



105Additional accruals






1,992



1,992Non-cash related utilization






(188
)


(188
)Amounts paid in cash






(1,121
)


(1,121
)Balance, March 31, 2007






788



788Additional accruals


1,627



346



1,973Non-cash related utilization






(121
)


(121
)Amounts paid in cash


(1,257
)


(918
)


(2,175
)Foreign currency translation


17



59



76Balance, March 31, 2008

$
387


$
154


$
541        40




---



##### Table of Contents



Interest
    and Other Income (Expense), Net
  Fiscal Year Ended March 31


Fiscal Year Ended March 312008


2007


Change


2007


2006


Change(In thousands)Interest income

$
1,961


$
2,374


$
(413
)

$
2,374


$
2,527


$
(153
)Interest expense


(8,979
)


(9,056
)


77



(9,056
)


(6,746
)


(2,310
)Write-off of fees related to early extinguishment of debt and
    early redemption of convertible securities


(3,135
)






(3,135
)










Other income, net


8,181



4,074



4,107



4,074



5,172



(1,098
)Interest and other income (expense), net

$
(1,972
)

$
(2,608
)

$
636


$
(2,608
)

$
953


$
(3,561
)   3 4
    (Benefit
    from) Provision for Income Taxes
  Fiscal Year Ended March 31


Fiscal Year Ended March 312008


2007


Change


2007


2006


Change(In thousands, except percentages)Benefit from (provision for) income taxes

$
1,662


$
(6,447
)

$
8,109


$
(6,447
)

$
(18,746
)

$
12,299Percentage of total net sales


0.4
%


(1.3
)%






(1.3
)%


(4.1
)%      41




---



##### Table of Contents



Minority
    Interest
  00-4, Majority Owners Accounting for the Minority
    Interest in a Subsidiary and a Derivative (EITF 00-4),
  Related
    Party Transactions
    March 31,2008


2007Accounts payable and notes payable due to Shinko

$
20,755


$
24,694Accrued liabilities due to Shinko


895



304Accrued liabilities due to Shinko relating to ATJ acquisition


13,204



11,439Accounts receivable from MECS Korea


26



6Accounts payable due to MECS Korea


67



228Accrued liabilities due to MECS Korea


6



13     Fiscal Year Ended March 312008


2007


2006Material and service purchases from Shinko

$
57,455


$
55,555


$
57,043Sales to MECS Korea


80



73



568Purchases from MECS Korea


651



521



3  42




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement
    No. 157,
  The Fair Value Option for Financial Assets and
    Financial Liabilities
  No. 07-3, Accounting for Nonrefundable Advance Payments for Goods
    or Services to Be Used in Future Research and Development
    Activities (EITF 07-3). EITF 07-3 EITF 07-3
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities
 43




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging
    Activities
  No. 142-3, Determination of the Useful Life of Intangible
    Assets No. 142-3). No. 142-3 No. 142-3 No. 142-3
  The Hierarchy of Generally Accepted Accounting
    Principles The Meaning of Present Fairly in
    Conformity with Generally Accepted Accounting
    Principles
  Liquidity
    and Capital Resources
        Fiscal Year Ended March 312008


2007


2006(In thousands)Net cash provided by operating activities

$
18,357


$
51,697


$
43,710Net cash (used in) provided by investing activities


(8,851
)


(100,454
)


22,141Net cash (used in) provided by financing activities


(20,757
)


53,689



(24,040
)  44




---



##### Table of Contents



Cash
    flows from operating activities.
    Net loss

$
(13,743
)Depreciation and amortization


24,740Amortization of deferred financing costs


1,259Share-based compensation expense


6,883Reserve for advance to a Korean supplier


5,259Write-off of fees related to early extinguishment of debt


2,431Deferred taxes, net


(7,529
)Other non-cash charges


(6,675
)Decrease in accounts receivable


23,183Decrease in inventories


17,971Increase in prepaid expenses and other assets


(934
)Decrease in accounts payable, accrued liabilities and deferred
    margin


(34,488
)Net cash provided by operating activities

$
18,357            45




---



##### Table of Contents



Cash
    flows from investing activities.
        Cash
    flows from financing activities.
        Credit
    Facility
     46




---



##### Table of Contents



and/or
    Convertible
    Subordinated Notes
  3 4
 47




---



##### Table of Contents



Other
    Debt Financing Arrangements
    Acquisition
    and Related Debt Financing Facility
      EITF 00-4,
  Other
    Liquidity Considerations
  Form 10-K, and/or
   48




---



##### Table of Contents



Form 10-K
  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanTotal(2)


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Short-term loans and notes payable, including interest

$
35,422


$
35,422


$



$



$
Long-term debt, including interest


135,194



11,317



75,357



48,520



Capital lease obligations, including interest


206



182



18



6



Operating lease obligations


12,998



4,757



5,479



2,762



Purchase obligations(1)


38,708



38,708











Total

$
222,528


$
90,386


$
80,854


$
51,288


$
     (1)
    
    Only non-cancelable purchase orders or contracts for the
    purchase of raw materials and other goods and services are
    included in the table above.(2)
    
    Effective April 1, 2007, we adopted the provisions of
    FIN 48. This table excludes $7.8 million of
    liabilities for uncertain tax positions under FIN 48, as we
    are not reasonably able to estimate when cash payments for these
    liabilities will occur. This amount, however, has been recorded
    as a liability in our consolidated balance sheet as 49




---



##### Table of Contents



of March 31, 2008. See Note 6, Income
    Taxes, in the Notes to the Consolidated Financial
    Statements in Part II, Item 8 of this
    Form 10-K.  Form 10-K,
  Item 7A 
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest rate risk.
    Remaining


Principal


Weighted AverageMaturities


Amount


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


within 3 months


$
10,198



3.41
%Total cash equivalents





$
10,198     Foreign currency exchange risk.
 50




---



##### Table of Contents



No Change in


Weakening inStrengthening in Japanese


Japanese Yen


JapaneseYen of X Percent


Exchange


Yen of X Percent10%


5%


Rate


5%


10%Net loss for the fiscal year ended March 31, 2008

$
(11,254
)

$
(12,564
)

$
(13,743
)

$
(14,810
)

$
(15,780
)     Accounting for Derivative
    Instruments and Hedging Activities.
 51




---



##### 



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


53Consolidated Statements of Operations


54Consolidated Statements of Shareholders
    Equity


55Consolidated Statements of Cash Flows


56Notes to Consolidated Financial Statements


57Report of Independent Registered Public
    Accounting Firm


97    Financial
    Statement Schedule
      Supplementary Financial DataQuarterly Financial Data


99  52




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS  March 31,2008


2007(In thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
95,669


$
99,701Accounts receivable, net


119,717



124,555Inventories


39,407



51,797Deferred income taxes


2,663



12,764Prepaid expenses and other current assets


16,320



16,458Total current assets


273,776



305,275Property and equipment, net


29,452



25,138Goodwill


98,777



83,723Intangible assets, net


29,271



41,994Other assets


14,377



9,556Total assets

$
445,653


$
465,686LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS
    EQUITYCURRENT LIABILITIES:Short-term loans and notes payable

$
36,167


$
1,453Current portion of long-term debt and capital leases


7,011



58,949Accounts payable


73,844



76,365Accounts payable-related parties


20,822



24,922Accrued and other liabilities


77,303



83,211Deferred margin


5,844



10,880Total current liabilities


220,991



255,780LONG-TERM LIABILITIES:Long-term debt and capital leases, net of current portion


112,667



86,412Deferred income taxes


2,833



13,124Other long-term liabilities


21,428



15,559Total long-term liabilities


136,928



115,095COMMITMENTS AND CONTINGENCIES (see Note 14)MINORITY INTEREST


134



130SHAREHOLDERS EQUITY:Common stock, no par value:Authorized shares  300,000,000; Outstanding
    shares  50,045,235 and 49,306,925 shares at
    March 31, 2008 and 2007, respectively


490,283



481,624Accumulated deficit


(400,496
)


(385,216
)Accumulated other comprehensive loss


(2,187
)


(1,727
)Total shareholders equity


87,600



94,681Total liabilities, minority interest and shareholders
    equity

$
445,653


$
465,686    53




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS  Fiscal Year Ended March 312008


2007


2006(In thousands, except per share data)NET SALES

$
457,227


$
492,473


$
459,221COST OF SALES


318,287



337,752



297,975GROSS PROFIT


138,940



154,721



161,246OPERATING EXPENSES:Research and development


39,823



34,575



27,913Selling, general and administrative


93,526



87,234



84,503Amortization of acquired intangible assets


16,993



20,245



16,590Restructuring and other charges


1,973



1,992



(46
)Total operating expenses


152,315



144,046



128,960(LOSS) INCOME FROM OPERATIONS


(13,375
)


10,675



32,286INTEREST AND OTHER INCOME (EXPENSE), NET:Interest income


1,961



2,374



2,527Interest expense


(8,979
)


(9,056
)


(6,746
)Write-off of fees related to early extinguishment of debt and
    early redemption of convertible securities


(3,135
)






Other income, net


8,181



4,074



5,172Interest and other income (expense), net


(1,972
)


(2,608
)


953(LOSS) INCOME BEFORE INCOME TAXES AND MINORITY INTEREST


(15,347
)


8,067



33,239BENEFIT FROM (PROVISION FOR) INCOME TAXES


1,662



(6,447
)


(18,746
)MINORITY INTEREST


(58
)


(1,761
)


(14,597
)NET LOSS PRIOR TO CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
    PRINCIPLE


(13,743
)


(141
)


(104
)Cumulative effect of change in accounting principle






103



NET LOSS

$
(13,743
)

$
(38
)

$
(104
)BASIC NET LOSS PER SHARE PRIOR TO CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE

$
(0.28
)

$
(0.00
)

$
(0.00
)Cumulative effect of change in accounting principle






0.00



BASIC NET LOSS PER SHARE

$
(0.28
)

$
(0.00
)

$
(0.00
)Diluted net loss per share prior to cumulative effect of change
    in accounting principle

$
(0.28
)

$
(0.00
)

$
(0.00
)Cumulative effect of change in accounting principle






0.00



Diluted net loss per share

$
(0.28
)

$
(0.00
)

$
(0.00
)SHARES USED IN COMPUTING BASIC NET LOSS PER SHARE


49,712



48,924



47,972SHARES USED IN COMPUTING DILUTED NET LOSS PER SHARE


49,712



48,924



47,972    54




---



##### Table of Contents



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





OtherCommon Stock


Share-Based


Accumulated


ComprehensiveShares


Amount


Compensation


Deficit


Income (Loss)


Total(In thousands, except share data)BALANCES, MARCH 31, 2005


47,779,539


$
469,201


$
(1,879
)

$
(385,074
)

$
7,469


$
89,717Components of comprehensive loss:Net loss














(104
)






(104
)Foreign currency translation adjustments


















(6,946
)


(6,946
)Changes in 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 share-based compensation










1,819











1,819Non-employee share-based compensation






351















351Reversal of deferred share-based compensation due to forfeitures






(130
)


130











BALANCES, MARCH 31, 2006


48,462,235



473,422



(1,319
)


(385,178
)


754



87,679Components of comprehensive loss:Net loss














(38
)






(38
)Foreign currency translation adjustments


















(1,625
)


(1,625
)Changes in unrealized losses on investments


















(22
)


(22
)Total comprehensive loss






















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


722,979



3,703















3,703Issuance of restricted stock to employees


121,711



















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






(1,319
)


1,319











Adoption of SFAS No. 158


















(834
)


(834
)Share-based compensation expense






5,921















5,921Cumulative effect of change in accounting principle






(103
)














(103
)BALANCES, MARCH 31, 2007


49,306,925



481,624







(385,216
)


(1,727
)


94,681Components of comprehensive loss:Net loss














(13,743
)






(13,743
)Foreign currency translation adjustments


















(146
)


(146
)Changes in unrealized losses on investments


















(69
)


(69
)Changes in unrealized losses related to pension benefit plans,
    net of taxes


















(245
)


(245
)Total comprehensive loss






















(14,203
)Issuance of common stock under employee stock option and
    employee stock purchase plans


511,670



1,776















1,776Issuance of restricted stock to employees


226,640



















Share-based compensation expense






6,883















6,883Cumulative effect of change in accounting principles














(1,537
)






(1,537
)BALANCES, MARCH 31, 2008


50,045,235


$
490,283


$



$
(400,496
)

$
(2,187
)

$
87,600    55




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year Ended March 312008


2007


2006(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS

$
(13,743
)

$
(38
)

$
(104
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation and amortization


24,740



29,617



23,339Amortization of deferred financing costs


1,259







Allowance for doubtful accounts


(2,205
)


(7,536
)


6,791Foreign exchange transaction (gains) losses


(4,234
)


(1,438
)


189Minority interest in net income in consolidated subsidiary


58



1,761



14,597Loss on disposal of fixed assets


210



106



876Write-off of fees related to early extinguishment of debt


2,431







Share-based compensation expense


6,883



5,921



2,170Reserve for advance to a Korean supplier


5,259







Non-cash restructuring charges


121



188



156In-process research and development






1,519



Cumulative effect of change in accounting principle






(103
)


Amortization of lease incentive payments


(625
)


(625
)


(208
)Deferred taxes, net


(7,529
)


(6,969
)


(4,929
)Changes in assets and liabilities, net of acquisitions:Accounts receivable


23,183



23,750



29,081Inventories


17,971



(14,316
)


(2,046
)Prepaid expenses and other assets


(934
)


(12,148
)


8,072Accounts payable, accrued and other liabilities and deferred
    margin


(34,488
)


32,008



(34,274
)Net cash provided by operating activities


18,357



51,697



43,710CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments






(15,000
)


(34,985
)Sales or maturity of investments






30,290



65,650Purchase of additional investment in subsidiary






(105,295
)


Purchases of property and equipment, net


(8,851
)


(10,626
)


(8,524
)Proceeds from sales of property and equipment






177



Net cash (used in) provided by investing activities


(8,851
)


(100,454
)


22,141CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from lines of credit


284,086



128,000



429,573Payments on lines of credit


(255,370
)


(128,873
)


(441,973
)Dividends paid to minority shareholders of ATJ






(6,317
)


(5,939
)Proceeds from long-term debt, net of financing fees


119,130



82,340



Principal payments on long-term debt and capital leases


(170,379
)


(25,164
)


(8,312
)Proceeds from issuance of common stock


1,776



3,703



2,611Net cash (used in) provided by financing activities


(20,757
)


53,689



(24,040
)Effect of exchange rate changes on cash and cash equivalents


7,219



147



(2,283
)(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(4,032
)


5,079



39,528CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


99,701



94,622



55,094CASH AND CASH EQUIVALENTS, END OF PERIOD

$
95,669


$
99,701


$
94,622Supplemental disclosures:Cash paid during the year for interest

$
8,969


$
7,705


$
6,229Cash paid during the year for income taxes, net of refunds


8,717



25,717



14,380    56




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(In
    thousands, except share and per share data)  1.
    Basis of
    Presentation              2.
    Accounting
    Policies  Use of
    Estimates
   57




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
      Inventories
  (first-in,
  Property
    and Equipment, net
   58




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Goodwill
  Goodwill and Other Intangible
    Assets
  Intangible
    Assets, net
    Accounting
    for the Impairment of Long-Lived Assets to be Disposed
    of
 59




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Warranty
    Accrual
    Fiscal Year Ended March 312008


2007


2006Beginning balance

$
11,982


$
7,967


$
13,509Accruals


11,570



15,709



10,338Settlements


(12,484
)


(11,883
)


(14,966
)Foreign currency translation


1,437



189



(914
)Ending balance

$
12,505


$
11,982


$
7,967   Revenue
    Recognition
  and/or
  81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts.
  SOP 97-2, Software Revenue Recognition.
 60




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Income
    Taxes
      Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  No. FIN 48-1, Definition of Settlement in FASB Interpretation
    No. 48 FIN 48-1). FIN 48-1 FIN 48-1
  FIN 48-1,
  Employee
    Savings and Retirement Plan
     61




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Employee
    Equity Incentive Plans
  Share-Based
    Payment Accounting for Stock Issued to Employees Accounting for Stock-Based
    Compensation
  (FSP 123-3). paid-in-capital
    Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement
    No. 157,
  The Fair Value Option for Financial Assets and
    Financial Liabilities
 62




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    No. 07-3, Accounting for Nonrefundable Advance Payments for Goods
    or Services to Be Used in Future Research and Development
    Activities (EITF 07-3). EITF 07-3 EITF 07-3
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities Accounting for Derivative
    Instruments and Hedging Activities
  No. 142-3, Determination of the Useful Life of Intangible
    Assets No. 142-3). No. 142-3 No. 142-3
 63




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  No. 142-3
  The Hierarchy of Generally Accepted Accounting
    Principles The Meaning of Present Fairly in
    Conformity with Generally Accepted Accounting
    Principles.
  Accounting
    Changes
  No. 06-2, Accounting for Sabbatical Leave and Other Similar
    Benefits Pursuant to FASB Statement No. 43 (EITF 06-2) EITF 06-2 EITF 06-2
    3.
    Liquidity         64




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  3 4
      and/or and/or
   65




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  4.
    Balance
    Sheet Components  Cash
    Equivalents
      2008

Cost

Unrealized Losses

Fair ValueInstitutional money market funds

$
10,200


$
(2
)

$
10,198Total cash equivalents

$
10,200


$
(2
)

$
10,198   2007

Cost

Unrealized Gains

Fair ValueInstitutional money market funds

$
23,242


$
67


$
23,309Total cash equivalents

$
23,242


$
67


$
23,309   Accounts
    Receivable, net
    March 31,2008


2007Trade receivables

$
74,488


$
66,504Trade receivables-related party


26



6Unbilled receivables


47,403



62,201Less: Allowance for doubtful accounts


(2,200
)


(4,156
)Total

$
119,717


$
124,555        66




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Inventories
    March 31,2008


2007Raw materials

$
12,938


$
15,462Work-in-process


23,765



36,035Finished goods


2,704



300Total

$
39,407


$
51,797       Prepaid
    expenses and other current assets
    March 31,2008


2007Prepaid expenses

$
2,873


$
1,970Income taxes receivable


6,160



Other current assets


7,287



14,488Total

$
16,320


$
16,458  67




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Property
    and Equipment, net
    March 31,2008


2007Land and buildings

$
9,316


$
9,419Machinery and equipment


17,798



12,823Leasehold improvements


15,590



13,596Office equipment, furniture and fixture


32,615



27,77875,319



63,616Less: Accumulated depreciation


(45,867
)


(38,478
)Total

$
29,452


$
25,138   Accrued
    and other liabilities
    March 31,2008


2007Deferred tax liability

$
1,586


$
Income taxes payable


2,986



8,188Other taxes payable


1,381



Warranty


12,505



11,982Employee compensation


17,781



18,429Customer deposits


11,072



14,086Payable to Shinko for 4.9% share in ATJ


13,204



11,439Other accrued expenses


16,788



19,087Total

$
77,303


$
83,211   Other
    long-term liabilities
    March 31,2008


2007Accrued pension liability

$
9,481


$
8,179Lease incentive


2,498



3,123Income tax payable






3,748FIN 48 liability


7,828



Accrued sabatical liability


1,439



Other accrued expenses


182



509Total

$
21,428


$
15,559  68




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Accumulated
    Other Comprehensive Loss
    March 31,2008


2007Accumulated net unrealized (losses) gains on investments

$
(2
)

$
67Accumulated net foreign currency translation adjustment


(1,106
)


(960
)Accumulated net actuarial losses and prior service cost of
    defined benefit plans


(1,079
)


(834
)Comprehensive loss

$
(2,187
)

$
(1,727
)   Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106 and 132
    5.
    Restructuring
    and Other Charges    Severance and


ExcessBenefits


Facilities


TotalBalance, March 31, 2005

$
67


$
816


$
883Additional accruals


(7
)


(39
)


(46
)Non-cash related utilization


(60
)


(96
)


(156
)Amounts paid in cash






(573
)


(573
)Foreign currency translation






(3
)


(3
)Balance, March 31, 2006






105



105Additional accruals






1,992



1,992Non-cash related utilization






(188
)


(188
)Amounts paid in cash






(1,121
)


(1,121
)Balance, March 31, 2007






788



788Additional accruals


1,627



346



1,973Non-cash related utilization






(121
)


(121
)Amounts paid in cash


(1,257
)


(918
)


(2,175
)Foreign currency translation


17



59



76Balance, March 31, 2008

$
387


$
154


$
541    69




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        6.
    Income
    Taxes    Fiscal Year Ended March 312008


2007


2006Domestic

$
308


$
(3,238
)

$
(18,553
)Foreign


(15,655
)


11,305



51,792$
(15,347
)

$
8,067


$
33,239     Fiscal Year Ended March 312008


2007


2006Current:Federal

$
(950
)

$
(86
)

$
537State


(49
)


(477
)


(41
)Foreign


(4,868
)


(12,853
)


(22,671
)Total Current


(5,867
)


(13,416
)


(22,175
)Deferred:Federal










State










Foreign


7,529



6,969



3,429Total Deferred


7,529



6,969



3,429Total benefit from (provision for) income taxes

$
1,662


$
(6,447
)

$
(18,746
)  70




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fiscal Year Ended March 312008


2007


2006Federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of Federal benefit


(0.3
)%


1.7
%


0.1
%Non-deductible share-based compensation


(3.0
)%


5.3
%


0.0
%Foreign income and withholding taxes in excess of statutory rate


(18.4
)%


26.3
%


3.6
%Non-deductible expenses and other


(0.5
)%


3.5
%


(1.6
)%Change in valuation allowance


1.6
%


8.1
%


19.3
%Other


(3.6
)%


0.0
%


0.0
%Effective income tax rate


10.8
%


79.9
%


56.4
%     March 31,2008


2007Net operating loss and credit carryforwards

$
111,270


$
110,569Reserves and accruals


29,254



41,260Depreciation and amortization


1,864



1,261Capitalized research and development


2,065



2,518Gross deferred tax assets


144,453



155,608Valuation allowance


(131,280
)


(134,910
)Net deferred tax assets

$
13,173


$
20,698Deferred tax liabilities:Intangible assets

$
(13,762
)

$
(18,116
)          71




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Beginning balance at April 1, 2007

$
5,988Increases for tax positions of prior years


1,111Increases for tax positions related to the current year


1,859Increases (decreases) for settlements of tax matters


Decreases for lapse of statute of limitations


(148
)Ending balance at March 31, 2008

$
8,810          72




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  7.
    Debt    March 31,2008


2007Convertible subordinated notes

$



$
86,250Short-term loans


35,250



Long-term loans


119,475



58,782Capital leases


203



329Total debt and capital leases


119,678



145,361Less: Current portion of long-term debt and capital leases


(7,011
)


(58,949
)Long-term debt and capital leases, net of current portion

$
112,667


$
86,412     Fiscal Year Ending March 31,

Amount2009

$
7,0112010


13,8032011


20,7812012


30,0822013 and thereafter


48,001Total

$
119,678   Credit
    Facility
     73




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Convertible
    Subordinated Notes
  3 4
  Other
    Debt Financing Arrangements
   74




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  8.
    Earnings
    Per Share    Fiscal Year Ended March 312008


2007


2006Numerator:Net loss

$
(13,743
)

$
(38
)

$
(104
)Denominator:Weighted average common shares outstanding, excluding unvested
    restricted stock units


49,712



48,924



47,972Denominator for basic net loss per share


49,712



48,924



47,972Effect of dilutive employee stock options and restricted stock
    units










Denominator for diluted net loss per share


49,712



48,924



47,972Net loss per share  basic

$
(0.28
)

$
(0.00
)

$
(0.00
)Net loss per share  diluted

$
(0.28
)

$
(0.00
)

$
(0.00
)     March 312008


2007


2006Restricted stock awards and stock units


2,466



1,125



403Stock options


4,784



5,679



6,876Convertible notes






5,682



5,682ESPP


75



130



108Total


7,325



12,616



13,069   9.
    Pension
    Benefit Plans  non-U.S. plans
  Non-U.S. Pension
    Benefits.
 75




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  and/or non-U.S. plans
    Before





AfterApplication of





Application ofSFAS No. 158


Adjustments


SFAS No. 158Long-term deferred tax liabilities

$
(13,758
)

$
634


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


6,711



1,468



8,179Accumulated other comprehensive loss


(893
)


(834
)


(1,727
)     (1)
    
    Included in Other long-term liabilities in our
    Consolidated Balance Sheets.  Funding Policy.
  Benefit
    Obligation and Plan Assets
  non-U.S. pension
  Fiscal Year Ended March 312008


2007Change in projected benefit obligation:Benefit obligation at beginning of year

$
17,970


$
17,862Acquisitions/Employee transfer/Other






181Service cost


1,275



1,101Interest cost


438



356Actuarial losses


280



206Currency exchange rate changes


3,209



(53
)Benefits paid to plan participants


(4,356
)


(1,683
)Benefit obligation at end of year

$
18,816


$
17,970   76




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Fiscal Year Ended March 312008


2007Change in plan assets:Fair value of plan assets at beginning of year

$
9,791


$
9,068Actual return on plan assets


(2,331
)


50Employer contributions


1,931



1,877Currency exchange rate changes


1,678



(32
)Benefits paid to plan participants


(1,734
)


(1,172
)Fair value of plan assets at end of year

$
9,335


$
9,791   March 31,2008


2007Funded status:Projected benefit obligation

$
(18,816
)

$
(17,970
)Fair value of plan assets


9,335



9,791Funded status of the plan at end of year


(9,481
)


(8,179
)Unrecognized net actuarial loss






Unrecognized prior service costs






Unrecognized net transition obligation






Net amount recognized (included in Other long-term
    liabilities)

$
(9,481
)

$
(8,179
)   Fiscal Year Ended March 312008


2007Amounts recognized in Consolidated Balance Sheets consisted
    of:Current assets

$



$
Noncurrent assets






Current liabilities






Noncurrent liabilities


(9,481
)


(8,179
)Net amount recognized

$
(9,481
)

$
(8,179
)  77




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Net actuarial losses at April 1, 2007

$
1,173Net actuarial losses during fiscal year 2008


418Amortization of net loss included in net periodic cost


6Net actuarial losses at March 31, 2008

$
1,597Net prior service costs at April 1, 2007

$
Amortization of net prior service costs


Net prior service costs at March 31, 2008

$
Net transition obligations at April 1, 2007

$
295Amortization of net transition obligations


(21
)Net transition obligations at March 31, 2008

$
274Total recognized in Accumulated Other Comprehensive Loss

$
1,871         Assumptions
    2008

2007

2006Discount rate


2.0
%


2.3
%


2.0
%Rate of compensation increase


3.0
%


3.0
%


2.5
%     2008


2007


2006Discount rate


2.0
%


2.3
%


2.0
%Expected return on plan assets


3.5
%


4.0
%


3.5
%Rate of compensation increase


3.0
%


3.0
%


2.5
%  78




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Net
    Periodic Benefit Cost
    Fiscal Year Ended March 312008


2007


2006Service cost

$
1,275


$
1,101


$
951Interest cost


438



356



369Expected return on plan assets


(456
)


(398
)


(266
)Amortization of unrecognized loss


15



29



21Net periodic benefit cost


1,272



1,088



1,075Settlement cost


811



147



Total expense for year

$
2,083


$
1,235


$
1,075   Non-U.S.
    Plan Assets
  non-U.S. plan non-U.S. plan
  non-U.S. plans,
  Percentage of Plan Assetsas of March 31,Asset Category

Target Allocation


2008


2007Equity securities


64.0
%


63.0
%


66.0
%Debt securities


33.0
%


34.0
%


30.0
%Other


3.0
%


3.0
%


4.0
%     Contributions
   79




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##### Table of Contents



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

Amount2009

$
7002010


2,0302011


2,3262012


1,4512013


1,3072014 through 2018


4,089Total

$
11,903   10.
    Acquisitions        EITF 00-4, Majority Owners Accounting for the Minority
    Interest in a Subsidiary and a Derivative,
  Business
    Combinations,
 80




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##### Table of Contents



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

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


11,480Transaction costs


5,666Total Purchase Price

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

$
32,560In-process research & development
    (IPR&D)


1,519Acquired identifiable intangible assets:Developed technology


29,008Backlog


2,940Customer relationships


16,464Trademark


2,499Deferred tax liabilities


(19,414
)Goodwill


53,613Total Purchase Price

$
119,189   Net
    Tangible Assets
    Cash

$
13,169Accounts receivable


56,319Inventories


21,462Property plant and equipment


4,706Other assets


1,935Deferred tax assets, net


4,414Accounts payable and other current liabilities


(59,587
)Long-term debt


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


(3,251
)Net tangible assets acquired

$
32,560   Intangible
    Assets
   81




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Minority
    Interest
    Pro
    Forma Financial Information
   82




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fiscal Year Ended March 312007


2006Net sales

$
492,473


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


(1,912
)


314Cumulative effect of change in accounting principle


103



Pro forma net loss

$
(1,809
)

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

$
(0.04
)

$
0.01Cumulative effect of change in accounting principle






Pro forma basic and diluted net loss per share

$
(0.04
)

$
0.01Shares used in the per share calculation- Basic


48,924



47,972- Diluted


48,924



47,972   11.
    Goodwill    Fab Automation


AMHS


TotalBalances at March 31, 2006

$
3,397


$
55,443


$
58,840Additional ATJ acquisition interest






25,752



25,752Foreign currency translation






(869
)


(869
)Balances at March 31, 2007


3,397



80,326



83,723Foreign currency translation






15,054



15,054Balances at March 31, 2008

$
3,397


$
95,380


$
98,777      83




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  12.
    Intangible
    Assets, net  March 31, 2008


March 31, 2007Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetAmortizable intangible assets:Developed technology

$
94,188


$
75,963


$
18,225


$
81,174


$
56,818


$
24,356Customer base and other intangible assets


60,708



50,792



9,916



53,060



36,878



16,182Licenses and patents


5,302



4,172



1,130



5,299



3,843



1,456Total

$
160,198


$
130,927


$
29,271


$
139,533


$
97,539


$
41,994           Fiscal Year ending March 31,2009

$
13,2902010


8,2022011


5,7842012


1,9502013 and thereafter


45Total

$
29,271   13.
    Operating
    Segment and Geographic Information  Disclosures about
    Segments of an Enterprise and Related Information
    
    Automated Material Handling Systems
    (AMHS).  Products include automated
    transport and loading systems for semiconductor fabs and flat
    panel display manufacturers. 84




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   
    Fab Automation Product.  Products include
    interface products, substrate-handling robotics, Auto-ID
    systems, sorters, EFEMs and connectivity software.        Fiscal Year Ended March 312008


2007


2006(As restated)(1)AMHS:Net sales

$
292,927


$
298,777


$
294,483Cost of Sales


225,646



225,150



196,571Gross Profit

$
67,281


$
73,627


$
97,912(Loss) income from operations

$
(14,448
)

$
9,983


$
47,782Amortization and Depreciation

$
20,194


$
22,379


$
14,461Fab Automation Products:Net sales

$
164,300


$
193,696


$
164,738Cost of Sales


92,641



112,602



101,404Gross Profit

$
71,659


$
81,094


$
63,334Income (loss) from operations

$
1,073


$
692


$
(15,496
)Amortization and Depreciation

$
5,805


$
7,238


$
7,901Consolidated:Net sales

$
457,227


$
492,473


$
459,221Cost of Sales


318,287



337,752



297,975Gross Profit

$
138,940


$
154,721


$
161,246(Loss) income from operations

$
(13,375
)

$
10,675


$
32,286Amortization and Depreciation

$
25,999


$
29,617


$
22,362     (1)
    
    AMHS amortization and depreciation expense for fiscal year ended
    March 31, 2007 has been restated to $22.4 million from
    $7.2 million as previously reported. Fab Automation
    amortization and depreciation expense for fiscal year ended
    March 31, 2007 has been restated to $7.2 million from
    $22.4 million as previously reported.   85




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##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fiscal Year Ended March 312008


2007


2006United States

$
84,371


$
103,962


$
87,266Japan


185,693



186,404



183,079Taiwan


98,066



111,835



109,174Korea


23,864



17,447



21,123Other Asia/Pacific


34,835



32,790



27,336Europe


30,398



40,035



31,243Total

$
457,227


$
492,473


$
459,221       Fiscal Year Ended March 312008


2007


2006United States

$
14,769


$
19,701


$
20,891Japan


147,527



135,314



81,787Other


2,008



2,454



857Total

$
164,304


$
157,469


$
103,535   14.
    Commitments
    and Contingencies  Lease
    Commitments
    Fiscal Year Ending March 31,

Capital Lease


Operating Lease2009

$
182


$
4,7572010


9



3,5232011


9



1,9562012


6



1,4172013 and thereafter






1,345Total


206


$
12,998Less: Interest


(3
)Present value of minimum lease payments


203Less: Current portion of capital leases


(182
)Capital leases, net of current portion

$
21  86




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Purchase
    Commitments
    Legal
    Contingencies
  Our
    Patent Infringement Action against Jenoptik AG
       87




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Daifukus
    Patent Infringement Action Against Us
  Patents-in-Suit). Patents-in-Suit. Patents-in-Suit Patents-in-Suit
    Derivative
    Action filed Against Current and Former Directors &
    Officers Relating to Past Stock Option Grants &
    Practices
  In re Asyst Technologies, Inc.
    Derivative Litigation Forlenzo v. Schwartz, et a et. seq. Rule 10b-5 Rule 14a-9
  Other
    Matters
   88




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Indemnifications
      15.
    Related
    Party Transactions    March 31,2008


2007Accounts payable and notes payable due to Shinko

$
20,755


$
24,694Accrued liabilities due to Shinko


895



304Accrued liabilities due to Shinko relating to ATJ acquisition


13,204



11,439Accounts receivable from MECS Korea


26



6Accounts payable due to MECS Korea


67



228Accrued liabilities due to MECS Korea


6



13     Fiscal Year Ended March 312008


2007


2006Material and service purchases from Shinko

$
57,455


$
55,555


$
57,043Sales to MECS Korea


80



73



568Purchases from MECS Korea


651



521



3  89




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  16.
    Share-based
    Compensation  Stock
    Options Plans
         90




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##### Table of Contents



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


Weighted-Average


Aggregate


Remainingof Shares


Exercise Price


Intrinsic Value(1)


Contractual life(In thousands)Options outstanding at March 31, 2005


6,819,001


$
10.00Granted


1,671,083



5.73Exercised


(367,355
)


4.87Cancelled and forfeited


(1,246,317
)


10.23Options outstanding at March 31, 2006


6,876,412



9.19Granted


386,000



10.53Exercised


(505,837
)


4.86Cancelled and forfeited


(1,077,491
)


9.16Options outstanding at March 31, 2007


5,679,084



9.66Granted






Exercised


(182,335
)


4.34Cancelled and forfeited


(712,913
)


8.91Options outstanding at March 31, 2008


4,783,836



9.98


$
7



3.89Options vested and expected to vest at March 31, 2008


4,693,437



10.05


$
7



3.88Options exercisable at March 31, 2008


4,367,676


$
10.38


$
7



3.90     (1)
    
    These amounts represent the difference between the exercise
    price and $3.50, the closing price of Asyst stock on
    March 31, 2008, as reported on The NASDAQ Global Market,
    for all in-the-money options outstanding.   91




---



##### Table of Contents



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


Exercisable OptionsWeighted





WeightedAverage





AverageNumber of


Exercise


Number


ExerciseRange of Exercise Prices

Shares


Price


of Shares


Price$ 0.00 - $3.95


804,968


$
3.81



619,017


$
3.774.13 -  4.98


229,152



4.59



192,030



4.585.05 -  5.05


665,500



5.05



665,500



5.055.09 -  8.19


478,180



6.72



345,841



6.658.26 -  9.57


504,834



9.01



459,834



8.969.65 - 11.15


479,286



10.06



463,538



10.0511.25 - 13.55


525,804



12.70



525,804



12.7013.89 - 19.06


837,862



17.36



837,862



17.3619.94 - 37.31


257,000



24.86



257,000



24.8651.38 - 51.38


1,250



51.38



1,250



51.384,783,836


$
9.98



4,367,676


$
10.38     Restricted
    Stock Awards and Restricted Stock Units
    Weighted AverageNumber of


Grant DateShares


Fair ValueOutstanding at March 31, 2006


402,874


$
5.83Granted


950,641



7.06Vested


(89,968
)


11.01Cancelled and forfeited


(139,047
)


3.95Outstanding at March 31, 2007


1,124,500



5.90Granted


2,016,833



6.81Vested


(333,958
)


5.67Cancelled and forfeited


(341,445
)


6.56Outstanding at March 31, 2008


2,465,930


$
6.58     Stock
    Option Awards and Restricted Stock Units (RSUs) with
    Market and Performance Conditions
   92




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Market
    Condition Awards and Options
  WeightedAverageWeighted


ContractualNumber of


Average


TermShares


Grant Date Fair Value


(Years)Outstanding at March 31, 2006


138,750


$
1.63Awards granted


239,358



2.79Awards cancelled and forfeited


(60,429
)


1.99Outstanding at March 31, 2007


317,679


$
2.46Awards granted


Awards cancelled and forfeited


(87,013
)


3.06Outstanding at March 31, 2008


230,666


$
2.23



0.83     Performance
    Condition Awards and Options
  WeightedAverageWeighted


ContractualNumber of


Average


TermShares


Grant Date Fair Value


(Years)Outstanding at March 31, 2007






Awards granted


484,358


$
7.18Awards cancelled and forfeited


(74,028
)


7.18Outstanding at March 31, 2008


410,330


$
7.18



2.17     Employee
    Stock Purchase Plan
   93




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Share-Based
    Compensation Expense
         94




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fiscal Year Ended March 312008


2007Share-based compensation expense by category:Cost of sales

$
668


$
723Research and development


794



1,086Selling, general and administrative


5,421



4,112Total share-based compensation expense

$
6,883


$
5,921     Prior
    to the adoption of SFAS No. 123(R)
    Fiscal Year EndedMarch 31, 2006Net loss  as reported

$
(104
)Add: Employee share-based compensation expense included in
    reported net loss, net of tax


1,819Less: Total employee share-based compensation expense determined
    under fair value, net of tax


(6,838
)Net loss  as adjusted

$
(5,123
)Basic and diluted net loss per share  as reported

$
(0.00
)Basic and diluted net loss per share  as adjusted

$
(0.11
)SHARES USED IN THE PER SHARE CALCULATION:Basic and diluted


47,972    95




---



##### Table of Contents



ASYST
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Black-Scholes
    Assumptions
    Fiscal Year Ended March 312008


2007


2006Employee Stock option plans:Risk-free interest rate






4.5
%


4.7
%Expected term of options (in years)






3.3



3.3Expected volatility






54.0
%


83.0
%Expected dividend yield






0.0
%


0.0
%Weighted average grant date fair value





$
2.58


$
5.71Employee Stock purchase plan:Risk-free interest rate


4.6
%


4.8
%


3.9
%Expected term of options (in years)


0.5



0.5



0.5Expected volatility


45.2
%


63.7
%


51.0
%Expected dividend yield


0.0
%


0.0
%


0.0
%Weighted average grant date fair value

$
1.66


$
2.33



4.04    96




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  To the Board
    of Directors and Shareholders of Asyst Technologies, Inc.:
             97




---



##### Table of Contents



98




---



##### Table of Contents



Supplementary
    Financial Data
   QUARTERLY
    FINANCIAL DATA  Fiscal Year Ended March 31, 2008First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet sales

$
121,620


$
134,836


$
106,475


$
94,296Gross profit


40,163



38,863



32,561



27,353Net (loss) income

$
(386
)

$
459


$
(867
)

$
(12,949
)Basic net (loss) income per share

$
(0.01
)

$
0.01


$
(0.02
)

$
(0.26
)Diluted net (loss) income per share

$
(0.01
)

$
0.01


$
(0.02
)

$
(0.26
)Shares used in computing basic net (loss) income per share


49,457



49,663



49,750



49,912Shares used in computing diluted net (loss) income per share


49,457



50,170



49,750



49,912   Fiscal Year Ended March 31, 2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet sales

$
116,981


$
122,649


$
126,135


$
126,708Gross profit


41,056



34,510



38,116



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


(583
)


(2,725
)


(223
)


3,390Cumulative effect of change in accounting principle


103











Net (loss) income

$
(480
)

$
(2,725
)

$
(223
)

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

$
(0.01
)

$
(0.06
)

$
(0.00
)

$
0.07Diluted net (loss) income per share

$
(0.01
)

$
(0.06
)

$
(0.00
)

$
0.07Shares used in computing basic net loss per share


48,600



48,854



49,028



49,232Shares used in computing diluted net loss per share


48,600



48,854



49,028



49,990  99




---



##### Table of Contents



Item 9 
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A 
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
    Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
      Internal
    Control  Integrated Framework
   100




---



##### Table of Contents



Managements
    Remediation Initiatives
    Form 10-K.
        Remediation
    Efforts and Results Relating to Previously Disclosed Material
    Weaknesses
                   101




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
            Item 9B 
    Other
    Information    PART III  Item 10 
    Directors,
    Executive Officers, and Corporate Governance  Directors
    Code of
    Ethics
    Item 11 
    Executive
    Compensation    Item 12 
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13 
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14 
    Principal
    Accountant Fees and Services    PART IV  Item 15 
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    Annual Report on
    Form 10-K
  Financial Statements
  Form 10-K.
  Financial Statement Schedule
 102




---



##### Table of Contents



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


Charged





ForeignBeginning


(Credited) to





Currency


Balanceof Year


Expenses


Deductions


Translation


End of Year(In thousands)Allowance for doubtful accountsYear Ended March 31,2006

$
6,980


$
6,791


$
(1,249
)

$
(654
)

$
11,8682007


11,868



(7,536
)


(265
)


89



4,1562008


4,156



(2,205
)


(98
)


347



2,200   Exhibits
  Form 10-K.
 103




---



##### Table of Contents



Exhibits
  Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith2.1

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


8-K



2.1



000-22430



7/20/20063.1

Amended and Restated Articles of Incorporation of the Company.


S-1



3.1



333-66184



7/19/19933.2

Amended and Restated Bylaws of the Company.


8-K



3.2



000-22430



5/20/20083.3

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


10-Q



3.2



000-22430



10/21/19993.4

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


14A



App.



000-22430



7/31/20004.1

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


8-K



99.2



000-22430



6/29/19984.2

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


10-K



4.5



000-22430



6/28/200210.1*

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


S-1



10.1



333-66184



7/19/199310.2*

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


S-1



10.2



333-88246



2/13/199510.3*

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


14A



App. B



000-22430



11/3/200610.4*

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


S-1



10.4



333-66184



7/19/199310.5

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


S-1



10.5



333-66184



7/19/199310.6

Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Asyst Shinko, Inc., KeyBank National Association, Citibank
    N.A., Silicon Valley Bank, and KeyBanc Capital Markets dated as
    of July 27, 2007.


10-Q



10.54



000-22430



8/7/2007 104




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.7*

Employment Agreement between the Company and Stephen S. Schwartz
    dated as of December 21, 2007.


10-Q



10.57



000-22430



2/1/200810.8

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*

Release Agreement between the Company and Alan Lowe, dated
    September 12, 2007


10-Q



10.55



000-22430



11/8/200710.14

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


10-Q



10.50



000-22430



2/10/200410.15*

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


10-K



10.33



000-22430



6/10/200410.16*

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


10-K



10.37



000-22430



6/10/200410.17*

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


10-K



10.17



000-22430



6/12/200710.18*

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



6/10/2004 105




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.20*

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


10-Q



10.50



000-22430



12/30/200410.21*

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


10-Q



10.52



000-22430



12/30/200410.22*

Companys 2001 Non-Officer Equity Plan.


10-Q



10.53



000-22430



12/30/200410.23

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


10-K



10.55



000-22430



6/29/200510.24

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


10-K



10.56



000-22430



6/29/200510.25*

Summary of Executive Bonus Plan (revised 2007).


10-K



10.25



000-22430



6/12/200710.26*

2003 Equity Incentive Plan as amended and approved by the
    Registrants shareholders through September 18, 2007.


14A



App. A



000-22430



7/27/200710.27

First Amendment To Credit Agreement dated as of April 30,
    2008 among Asyst Technologies, Inc., Asyst Technologies Japan
    Holdings Company, Inc., and Asyst Technologies Japan, Inc. as
    Borrowers, and Keybank National Association, Administrative
    Agent, Lender, Swing Line Lender and L/C Issuer and the Lenders
    party hereto, as Lenders.


8-K



99.1



000-22430



5/6/200810.28

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


10-Q



10.62



000-22430



2/6/200610.29

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



10/13/200610.30

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



10/13/2006 106




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.31*

Form of Stock Award Notice and Stock Award Agreement for
    employees (2001 Non-Officer Equity Plan).


10-Q



10.51



000-22430



8/7/200710.32*

Form of Stock Award Notice and Stock Award Agreement for
    employees (2003 Equity Incentive Plan) (for agreements executed
    on or after July 11, 2007).


10-Q



10.52



000-22430



8/7/200710.33*

Form of Restricted Stock Award Agreement for non-employee
    directors (restricted stock units under the 2003 Equity
    Incentive Plan) (for agreements executed on or after
    July 11, 2007).


10-Q



10.53



000-22430



8/7/200710.34

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


10-K



10.42



000-22430



10/13/200610.35

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


10-Q



10.43



000-22430



2/9/200710.36

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


10-Q



10.44



000-22430



2/9/200710.37

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


10-Q



10.45



000-22430



2/9/200710.38*

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


10-K



10.39



000-22430



6/12/200710.39*

Form of Change in Control Agreement entered into between the
    Company and certain executive officers (for agreements executed
    after January 1, 2008).


10-Q



10.56



000-22430



2/1/2008 107




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.40

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


10-K



10.41



000-22430



6/12/200710.41*

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


10-Q



10.46



000-22430



2/9/200710.42*

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


10-K



10.43



000-22430



6/12/200710.43*

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


10-K



10.44



000-22430



6/12/200710.44*

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


10-K



10.45



000-22430



6/12/200710.45*

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


10-K



10.46



000-22430



6/12/200710.46*

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


10-K



10.47



000-22430



6/12/200710.47*

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


10-K



10.48



000-22430



6/12/200710.48*

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


10-K



10.49



000-22430



6/12/200710.49*

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


10-K



10.50



000-22430



6/12/200721.1

Subsidiaries of Asyst Technologies, Inc.


















X23.1

Consent of Independent Registered Public Accounting Firm


















X31.1

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


















X 108




---



##### 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 109




---



##### Table of Contents



SIGNATURES
      By:
    /s/  MICHAEL
    A. SICURO   Chief Financial Officer
  By:
    /s/  AARON
    L. TACHIBANA   Principal Accounting Officer
      Signature

Title

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

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

June 11, 2008/s/  MICHAEL
    A. SICUROMichael
    A. Sicuro

Chief Financial Officer 
    (and Principal Financial Officer)

June 11, 2008/s/  AARON
    L. TACHIBANAAaron
    L. Tachibana

Chief Accounting Officer 
    (and Principal Accounting Officer)

June 11, 2008/s/  STANLEY
    GRUBELStanley
    Grubel

Director

June 11, 2008/s/  TSUYOSHI
    E. KAWANISHITsuyoshi
    E. Kawanishi

Director

June 11, 2008/s/  ROBERT
    A. MCNAMARARobert
    A. McNamara

Director

June 11, 2008/s/  ANTHONY
    E. SANTELLIAnthony
    E. Santelli

Director

June 11, 2008/s/  WILLIAM
    SIMONWilliam
    Simon

Director

June 11, 2008/s/  WALTER
    W. WILSONWalter
    W. Wilson

Director

June 11, 2008  110




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##### 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

Amended and Restated Bylaws of the Company.


8-K



3.2



000-22430



5/20/20083.3

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


10-Q



3.2



000-22430



10/21/19993.4

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


14A



App.



000-22430



7/31/20004.1

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


8-K



99.2



000-22430



6/29/19984.2

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


10-K



4.5



000-22430



6/28/200210.1*

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


S-1



10.1



333-66184



7/19/199310.2*

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


S-1



10.2



333-88246



2/13/199510.3*

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


14A



App. B



000-22430



11/3/200610.4*

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


S-1



10.4



333-66184



7/19/199310.5

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


S-1



10.5



333-66184



7/19/199310.6

Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
    Inc., Asyst Shinko, Inc., KeyBank National Association, Citibank
    N.A., Silicon Valley Bank, and KeyBanc Capital Markets dated as
    of July 27, 2007.


10-Q



10.54



000-22430



8/7/200710.7*

Employment Agreement between the Company and Stephen S. Schwartz
    dated as of December 21, 2007.


10-Q



10.57



000-22430



2/1/200810.8

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 111




---



##### 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*

Release Agreement between the Company and Alan Lowe, dated
    September 12, 2007


10-Q



10.55



000-22430



11/8/200710.14

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


10-Q



10.50



000-22430



2/10/200410.15*

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


10-K



10.33



000-22430



6/10/200410.16*

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


10-K



10.37



000-22430



6/10/200410.17*

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


10-K



10.17



000-22430



6/12/200710.18*

Companys Executive Deferred Compensation Plan.


10-K



10.39



000-22430



6/10/200410.19*

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


10-K



10.40



000-22430



6/10/200410.20*

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


10-Q



10.50



000-22430



12/30/200410.21*

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


10-Q



10.52



000-22430



12/30/200410.22*

Companys 2001 Non-Officer Equity Plan.


10-Q



10.53



000-22430



12/30/200410.23

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


10-K



10.55



000-22430



6/29/2005 112




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.24

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


10-K



10.56



000-22430



6/29/200510.25*

Summary of Executive Bonus Plan (revised 2007).


10-K



10.25



000-22430



6/12/200710.26*

2003 Equity Incentive Plan as amended and approved by the
    Registrants shareholders through September 18, 2007.


14A



App. A



000-22430



7/27/200710.27

First Amendment To Credit Agreement dated as of April 30,
    2008 among Asyst Technologies, Inc., Asyst Technologies Japan
    Holdings Company, Inc., and Asyst Technologies Japan, Inc. as
    Borrowers, and Keybank National Association, Administrative
    Agent, Lender, Swing Line Lender and L/C Issuer and the Lenders
    party hereto, as Lenders.


8-K



99.1



000-22430



5/6/200810.28

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


10-Q



10.62



000-22430



2/6/200610.29

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



10/13/200610.30

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



10/13/200610.31*

Form of Stock Award Notice and Stock Award Agreement for
    employees (2001 Non-Officer Equity Plan).


10-Q



10.51



000-22430



8/7/200710.32*

Form of Stock Award Notice and Stock Award Agreement for
    employees (2003 Equity Incentive Plan) (for agreements executed
    on or after July 11, 2007).


10-Q



10.52



000-22430



8/7/200710.33*

Form of Restricted Stock Award Agreement for non-employee
    directors (restricted stock units under the 2003 Equity
    Incentive Plan) (for agreements executed on or after
    July 11, 2007).


10-Q



10.53



000-22430



8/7/200710.34

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



10/13/2006 113




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.35

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


10-Q



10.43



000-22430



2/9/200710.36

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


10-Q



10.44



000-22430



2/9/200710.37

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


10-Q



10.45



000-22430



2/9/200710.38*

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


10-K



10.39



000-22430



6/12/200710.39*

Form of Change in Control Agreement entered into between the
    Company and certain executive officers (for agreements executed
    after January 1, 2008).


10-Q



10.56



000-22430



2/1/200810.40

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


10-K



10.41



000-22430



6/12/200710.41*

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


10-Q



10.46



000-22430



2/9/200710.42*

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


10-K



10.43



000-22430



6/12/200710.43*

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


10-K



10.44



000-22430



6/12/200710.44*

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


10-K



10.45



000-22430



6/12/200710.45*

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


10-K



10.46



000-22430



6/12/2007 114




---



##### Table of Contents



Exhibit



Incorporated by Reference



FiledNumber

Exhibit Description

Form

Ex. No.

File No.

Filing Date

Herewith10.46*

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


10-K



10.47



000-22430



6/12/200710.47*

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


10-K



10.48



000-22430



6/12/200710.48*

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


10-K



10.49



000-22430



6/12/200710.49*

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


10-K



10.50



000-22430



6/12/200721.1

Subsidiaries of Asyst Technologies, Inc.


















X23.1

Consent of Independent Registered Public Accounting Firm


















X31.1

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


















X31.2

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


















X32.1

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


















X     *
    
    Indicates a management contract or compensatory plan or
    arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions
    of this document 115