<PAGE>   1




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 10-Q
(Mark One)

   [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                  For the quarterly period ended March 31, 1997

                                       or

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                 For the transition period from ______to ______

                         Commission file number: 0-25862


                               AG ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)


          California                                          94-2776181
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

               4425 Fortran Drive, San Jose, California 95134-2300
              (Address of principal executive offices and zip code)

                  Registrant's telephone number: (408) 935-2000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes [ X ] No [   ]


The number of shares outstanding of the Registrant's Common Stock, no par value,
was 5,990,938 at April 30, 1997.



<PAGE>   2
                               AG ASSOCIATES, INC.


INDEX


<TABLE>
<CAPTION>
                               Description                                                           Page Number
-----------------------------------------------------------------------------------                 -----------

<S>                                                                                                 <C>
Part I:  Financial Information

Item 1:  Financial Statements

             Condensed Consolidated Statements of Operations for the Three and Six
                  Month Periods Ended March 31, 1997 and 1996                                             3

             Condensed Consolidated Balance Sheets as of  March 31, 1997 and
                  September 30, 1996                                                                      4

             Condensed Consolidated Statements of Cash Flows for the Six Month Periods
                  Ended March 31, 1997 and 1996                                                           5

             Notes to Condensed Consolidated Financial Statements                                         6

      Item 2:  Management's Discussion and Analysis of Financial Condition and Results
               of Operations                                                                              7

Part II: Other Information

      Item 1:  Legal Proceedings                                                                         13

      Item 2:  Changes in Securities                                                                     13

      Item 3:  Defaults Upon Senior Securities                                                           13

      Item 4:  Submission of Matters to a Vote of Security Holders                                       13

      Item 5:  Other Information                                                                         13

      Item 6:  Exhibits and Reports on Form 8-K                                                          14

Signature                                                                                                15
</TABLE>




                                       2
<PAGE>   3
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                Three Months Ended March 31,         Six Months Ended March 31,
                                                              ---------------------------------    -------------------------------

                                                                     1997             1996              1997           1996
                                                                 -------------    -------------     ------------    --------------

<S>                                                             <C>              <C>               <C>             <C>    
Net sales                                                          $11,140          $23,200           $20,273         $45,060
Cost of sales                                                        9,329           11,971            15,063          23,376
                                                                -------------    -------------     ------------    --------------
     Gross profit                                                    1,811           11,229             5,210          21,684

Operating expenses:
     Research and development                                        2,850            4,378             6,027           7,753
     Selling, general and administrative                             1,994            2,981             4,084           5,876
                                                                -------------    -------------     ------------    --------------
Total operating expenses                                             4,844            7,359            10,111          13,629
                                                                -------------    -------------     ------------    --------------
Income (loss) from operations                                       (3,033)           3,870            (4,901)          8,055
     Interest income (expense), net                                     84              167               187             380
     Other income, net                                                  26               15                63              32
     Equity interest in loss of unconsolidated subsidiary               --             (277)               --            (652)
                                                                -------------    -------------     ------------    --------------
Income (loss) before income taxes                                   (2,923)           3,775            (4,651)          7,815
Provision (benefit) for income taxes                                  (731)           1,548            (1,163)          3,204
                                                                -------------    -------------     ------------    -------------- 
 
Net income (loss)                                                  ($2,192)          $2,227           ($3,488)         $4,611
                                                                =============    =============     ============    ==============


Net income (loss) per share                                         ($0.37)           $0.37            ($0.59)          $0.75
                                                                =============    =============     ============    ==============



Shares used in per share computations                                5,953            6,081             5,957           6,169
                                                                =============    =============     ============    ==============
</TABLE>

See Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>   4
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                              March 31,              September 30,
                                                                                 1997                     1996
                                                                          -------------------      -------------------
                                                                             (unaudited)                  (*)
<S>                                                                        <C>                      <C>   
ASSETS

Current assets:
     Cash and equivalents                                                            $1,051                   $1,996
     Short-term investments                                                           6,323                    9,989
     Accounts receivable, net                                                         8,881                    8,560
     Inventories                                                                      8,642                   11,668
     Income taxes refundable                                                          1,463                    1,463
     Deferred tax assets                                                              4,022                    2,859
     Prepaid expenses and other current assets                                          709                      462
                                                                           ------------------      -------------------
         Total current assets                                                        31,091                   36,997

Property and equipment, net                                                           8,344                    8,210
Deferred tax assets                                                                     645                      645
                                                                           ------------------      -------------------
         Total assets                                                               $40,080                  $45,852
                                                                           ==================      ===================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                $3,810                   $4,669
     Accrued liabilities                                                              2,339                    2,571
     Product warranty reserves                                                        1,616                    2,440
     Current portion of capital lease obligations                                        90                      222
     Customer advances and deferred revenue                                              --                      245
                                                                           ------------------      -------------------
         Total current liabilities                                                    7,855                   10,147

Capital lease obligations                                                                --                       11

Shareholders' equity
     Common stock                                                                    35,673                   35,640
     Deferred stock compensation                                                         --                      (17)
     Net unrealized loss on short-term investments                                      (42)                     (10)
     Retained earnings (accumulated deficit)                                         (3,406)                      81
                                                                           ------------------      -------------------
         Total shareholders' equity                                                  32,225                   35,694
                                                                           ------------------      -------------------
           Total liabilities and shareholders' equity                               $40,080                  $45,852
                                                                           ==================      ===================
</TABLE>

(*)  Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>   5
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 Six Months Ended March 31,
                                                                           -----------------------------------
                                                                                1997                   1996
                                                                           ------------          -------------
<S>                                                                        <C>                      <C>   
Cash flows from operating activities:

     Net income (loss)                                                        ($3,488)                 $4,611
     Reconciliation to net cash provided by (used in)
         operating activities:
         Depreciation and amortization                                          1,364                     905
         Equity interest in loss of unconsolidated subsidiary                      --                     652
         Deferred income taxes                                                 (1,163)                   (671)
         Deferred stock compensation                                               --                      37
         Changes in assets and liabilities:
            Accounts receivable                                                  (321)                   (784)
            Inventories                                                         3,026                  (4,120)
            Prepaid expenses and other current assets                            (247)                    181
            Accounts payable                                                     (859)                   (411)
            Accrued liabilities and product warranty reserve                   (1,056)                    848
            Customer advances and deferred revenue                               (245)                   (242)
            Income taxes payable                                                   --                     567
                                                                           ------------           ------------
                Net cash provided by (used in) operating activities            (2,989)                  1,573

Cash flows from investing activities:
     Purchases of short-term investments                                       (6,281)                (23,819)
     Maturities of short-term investments                                       9,916                  26,545
     Capital expenditures                                                      (1,498)                 (4,981)
     Investment in unconsolidated subsidiary                                       --                    (500)
                                                                           ------------           ------------
                Net cash provided by (used in) investing activities             2,137                  (2,755)

Cash flows from financing activities:
     Reductions in capital lease obligations                                     (143)                   (152)
     Proceeds from repayment of shareholder notes                                  --                      92
     Proceeds from issuance of common stock                                        50                     226
                                                                           ------------           ------------
                Net cash provided by (used in) financing activities               (93)                    166

                                                                           ------------           ------------
Net decrease in cash and equivalents                                             (945)                 (1,016)

Cash and equivalents at beginning of period                                     1,996                   8,258

                                                                           ------------           ------------
Cash and equivalents at end of period                                          $1,051                  $7,242
                                                                           ============           ============

Supplemental disclosure of cash flow information
     Cash paid during the period for:
         Interest                                                                 $52                     $35
                                                                           ============           ============
         Income taxes                                                              $0                  $3,308
                                                                           ============           ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>   6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)

NOTE 1 - Basis of Presentation

The financial statements have been prepared by AG Associates, Inc. (the
"Company"), pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). While the quarterly financial information contained in this
filing is unaudited, the financial statements presented reflect all normal
recurring adjustments which the Company considers necessary for a fair
presentation of the financial position, results of operations and cash flows for
all interim periods presented. The results for interim periods are not
necessarily indicative of the results to be expected for the entire year. The
information included in this report should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
1996 Annual Report on Form 10-K.


NOTE 2 - Per Share Information

Net loss per share information for the three and six month periods ended March
31, 1997 are computed using the weighted average number of common shares
outstanding. Common-equivalent shares attributable to stock options outstanding
are excluded from the computation as their effect is anti-dilutive. Net income
per share information for the three and six month periods ended March 31, 1996
are computed using the weighted average number of common and dilutive
common-equivalent shares attributable to stock options outstanding.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128). The
Company is required to adopt SFAS 128 in the first quarter of fiscal 1998 and
will restate at that time earnings per share (EPS) data for prior periods to
conform with SFAS 128. Earlier application is not permitted. The Company has
determined that adoption of SFAS 128 will not have a material effect on losses
per share which have been previously reported.


NOTE 3 - Inventories

Inventories, valued at the lower of cost (first-in, first-out) or market,
consist of:
<TABLE>
<CAPTION>
                                                                                  (in thousands)
                                                                          March 31,         September 30,
                                                                            1997                1996
                                                                        --------------       ---------

<S>                                                                     <C>                  <C>   
                  Raw materials                                           $5,629               $7,865
                  Work-in-progress                                         3,013                3,803
                                                                           -----                -----

                  Total                                                   $8,642              $11,668
                                                                          ======              =======
</TABLE>


Inventories are shown net of reserves for obsolete, slow-moving and non-salable
inventory of $4,810,000 and $3,289,000 at March 31, 1997 and September 30, 1996,
respectively.



                                       6
<PAGE>   7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements and notes thereto included in Part I
-- Item 1 of this Quarterly Report and the audited Consolidated Financial
Statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended September 30,
1996 contained in the Company's 1996 Annual Report on Form 10-K. All references
are to the Company's fiscal periods ended March 31, 1997 and March 31, 1996,
unless otherwise indicated.

The Company's Common Stock price may be subject to significant volatility. For
any given quarter, a shortfall in the Company's announced revenue or earnings
from the levels expected by securities analysts could have an immediate and
adverse effect on the trading price of the Company's Common Stock. The Company
may not learn of, nor be able to confirm, revenue or earnings shortfalls until
late in the quarter or following the end of the quarter. In general, the Company
participates in a very dynamic high technology industry, which can result in
significant fluctuations in the Company's Common Stock price at any time.

Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, that involve risks and uncertainties,
including the rate of orders for the Company's products, the timely availability
and acceptance of new products, the impact of competitive products and pricing,
the potential obsolescence of inventories, the management of growth, the
management of cost containment during periods of low or negative revenue and
earnings growth, the impact of the Company's efforts to implement its evolving
long-term strategy and the other risks detailed below and from time to time in
the Company's other reports filed with the Securities and Exchange Commission.
The actual results that the Company achieves may differ materially from any
forward-looking projections due to such risks and uncertainties. The Company has
identified with a preceding asterisk ("*") various sentences within this Form
10-Q which contain such forward looking statements, and words such as
"believes," "anticipates," "expects," "future," "intends" and similar
expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. In addition, the section labeled
"Factors That May Affect Future Results," which has no asterisks for improved
readability, consists primarily of forward-looking statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof.

Factors That May Affect Future Results

AG Associates, Inc. operates in a rapidly changing environment that involves a
number of risks, some of which are beyond the Company's control. The following
discussion highlights some of these risks.

The Company's operating results are subject to quarterly and other fluctuations
due to a variety of factors, including the volume and timing of orders received,
potential cancellation or rescheduling of orders, competitive pricing pressures,
availability and cost of component parts and materials from the Company's
suppliers, the adequate forecasting of the mix of product demand due to
production lead times and capacity constraints, the timing of new product
announcements and introductions by the Company or its competitors, changes in
the mix of products sold, research and development expenses associated with new
product introductions, the timing and level of development costs, market
acceptance of new or enhanced versions of the Company's products, seasonal
customer demand, the cyclical nature of the semiconductor 


                                       7
<PAGE>   8
industry and economic conditions generally or in various geographic areas. The
Company's ability to compete also depends upon the Company's ability to develop
new product features that enhance uniformity and repeatability, improve process
capability and flexibility and reduce cost of ownership. In addition, because of
the relatively high selling prices of the Company's products, a significant
portion of the Company's net sales in any given period is often derived from the
sale of a relatively small number of units, and a change, even though minor, in
the number of units sold during a quarter can result in a large fluctuation in
net sales for that quarter.

In recent quarters, the Company has experienced net sales that were
significantly lower than net sales achieved in respective year ago quarters, and
has incurred net losses on a quarterly basis as a result of the effects of the
semiconductor industry's slow order rate, continuation of a high level of
research and development spending on the Company's next generation products and
competitive pressures. The Company's ability to reduce the trend of declining
net sales, which have resulted in net losses, is dependent on several factors
including increased order rates for the Company's products, successful and
timely development and market acceptance of the Company's next generation
products and successful competition with the Company's competitors on a price
and performance basis. Many of these factors are not within the Company's
control, and if order rates for the Company's products fail to increase, if the
Company's next generation products are not successfully and timely developed and
accepted by the Company's customers, or if the Company cannot successfully
compete with its competitors, many of whom have substantially greater resources
than the Company, the Company's net sales will continue to decline and the
Company would experience further net losses, which would have a material adverse
effect on the Company's financial condition and results of operations. In
particular, the Company expects net sales for the fiscal year ending September
30, 1997 to be lower than the net sales achieved during fiscal 1996 due to the
semiconductor industry's slow order rate and competitive pressures.

Results of Operations

The following table sets forth items in the Company's Condensed Consolidated
Statements of Operations as a percentage of net sales for the periods indicated:




<TABLE>
<CAPTION>
                                    Three Months Ended Mar 31,  Six Months Ended Mar 31,
                                    --------------------------  ------------------------
                                            1997      1996           1997    1996
                                            ----      ----           ----    ----
<S>                                         <C>      <C>             <C>      <C> 
Net sales                                    100%     100%           100%     100%

Cost of sales                                 84       52             74       52
                                              --       --             --       --
     Gross profit                             16       48             26       48
Operating expenses:
     Research and development                 25       18             30       17
     Selling, general and 
     administrative                           18       13             20       13
                                            ----     ----           ----     ----
Total operating expenses                      43       31             50       30
                                            ----     ----           ----     ----
Income (loss) from operations                (27)      17            (24)      18
     Interest income (expense), net            1        1              1        1
     Other income, net                         *        *              *        *
     Equity interest in loss of
       unconsolidated subsidiary              --       (1)            --       (2)
                                            ----     ----           ----     ----
Income (loss) before income taxes            (26)      17            (23)      17
Provision (benefit) for income taxes          (6)       7             (6)       7
                                            ----     ----           ----     ----
Net income (loss)                            (20)%     10%           (17)%     10%
                                            ====     ====           ====     ====
</TABLE>



                  ----------------
                  *   less than 1%




                                       8
<PAGE>   9
Net Sales

Net sales for the three and six months ended March 31, 1997 were $11.1 million
and $20.3 million respectively, compared with $23.2 million and $45.1 million
for the same periods in fiscal 1996, representing a decrease of 52% and 55%
respectively. The decline in sales in the three and six month periods ended
March 31, 1997 was due primarily to the decrease in unit sales of the Company's
Heatpulse(R) 8108 product and to a lesser extent, a decrease in sales volume of
spare parts, both of which the Company believes were attributable to the
semiconductor industry's slow order rate and competitive pressures. *Even though
unit sales have increased somewhat from the three month period ended December
31, 1996, the Company anticipates that sales volume of its Heatpulse(R) products
will continue to be below the levels experienced during the prior fiscal year as
a result of the effects of the semiconductor industry's continued slow order
rate, as well as competitive pressures. *Such a low volume of sales could have
an adverse effect on the Company's business and future results of operations.

The Company utilizes distributors in certain geographic regions. All of the
Company's sales in Japan are through Canon Sales Co., Inc. ("Canon"), and those
in Europe and Korea are through Metron Technology ("Metron"). Sales to
distributors generally result in a lower gross profit, caused by lower selling
prices, which are largely offset by reduced selling and marketing expenses. For
the three and six month periods ended March 31, 1997, Canon represented 13% and
15% of net sales, respectively, and Metron represented 9% of net sales for both
periods. For the same periods in the prior fiscal year, net sales to Canon
represented 29% and 23% of net sales, respectively, and Metron represented 7%
and 9% of net sales, respectively. International sales as a percentage of net
sales fell for the three and six month periods ended March 31, 1997 to 33% and
32%, respectively. International sales as a percentage of net sales for the same
periods last fiscal year were 48% and 46%, respectively. The decrease in the
percentage of the Company's net sales represented by Canon, Metron, and
international customers for the three and six month periods ended March 31, 1997
as compared to the same periods in the prior fiscal year is due to the relative
increase in the percentage of net sales represented by the Company's US
customers. *Based upon the geographic locations of semiconductor manufacturers,
the Company anticipates that international sales in general will continue to
account for a significant portion of net sales in fiscal 1997. *However,
international sales as a percentage of net sales will vary on a quarterly basis
depending on the timing of orders and the relative strength of domestic sales.

One end-user customer represented 37% of net sales in the three months ended
March 31, 1997 compared to this customer representing 22%, and two other
end-user customers representing 16% and 11% for the same period last fiscal
year. For the six months ended March 31, 1997, one end-user customer represented
35% of net sales compared to two end-user customers representing 27% and 16% of
net sales for the same period in the last fiscal year. *The Company expects a
significant portion of its future sales to remain concentrated within a limited
number of strategic customers. *The Company expects increasing competition from
a competitor who has substantially greater resources than the Company,
particularly in the sale of rapid thermal processing ("RTP") systems designed
for 0.25 micron applications. In addition, the Company has experienced, and
continues to experience, competition from other RTP equipment suppliers. *These
competitors' impact on future sales cannot be estimated. *As a result of the
continued slow order rate for the Company's RTP systems and competitive
pressures, there can be no assurance that the Company will be able to retain its
strategic customers or that such customers will not cancel, reschedule or
significantly reduce the volume of orders or, in the event orders are canceled,
that such orders will be replaced by other sales.


                                       9
<PAGE>   10
                               AG ASSOCIATES, INC.

Gross Profit

Gross profit for the three and six month periods ended March 31, 1997 was $1.8
million and $5.2 million respectively, compared with gross profit of $11.2
million and $21.7 million respectively, for the same periods in fiscal 1996.
Gross profit as a percentage of net sales for the three and six month periods
ended March 31, 1997 decreased to 16% and 26% respectively, compared to 48% for
both the three and six month periods ended March 31, 1996. The decrease in gross
margin for the three and six month periods ended March 31, 1997 compared to the
same periods in fiscal 1996 was primarily attributable to a non-cash inventory
write-down of $1.4 million, as well as the impact of fixed manufacturing costs
on a decreased sales level. The inventory write-down was primarily related to
the excess inventory associated with the discontinuance of the Heatpulse(R) 4100
product line. The 4100 line is limited to processing only wafers of 150mm and
smaller and also limited to processing of devices with feature size of 0.5
micron or higher. Excluding the $1.4 million inventory write-down, gross profit
as a percentage of net sales for the three and six month periods ended March 31,
1997, would have been 29% and 33%, respectively. *The Company anticipates that
its gross margin will remain below prior year results as sales volumes continue
to be below the level experienced during the prior fiscal year as a result of
the effects of the semiconductor industry's continued slow order rate as well as
competitive pressures. *Continued lower margins could have an immediate adverse
effect on the Company's business and results of operations.

Research and Development Expenses

Research and development ("R&D") expenses were $2.9 million and $6.0 million,
respectively, for the three and six month periods ended March 31, 1997,
representing a decrease of $1.5 million (35%) and $1.7 million (22%),
respectively, when compared with the same periods in fiscal 1996. As a
percentage of net sales, R&D expenses increased to 25% and 30%, respectively,
for the three and six months ended March 31, 1997 from 18% and 17% for the
comparable periods in the prior fiscal year, as a result of substantially lower
sales that were not met with corresponding decreases in R&D spending. R&D
expenses are primarily attributable to the continuing development of the
Company's next generation platform that is being designed to provide previously
unavailable RTP capabilities, both in terms of process results and manufacturing
performance for the 0.25 and 0.18 micron linewidths. *The next generation
products are scheduled for introduction in the third quarter of calendar 1997.
*The failure of the Company to timely develop this new platform, the failure of
this new platform to meet customer expectations regarding performance and cost
or the failure of this new platform to achieve market acceptance following
product introduction would each have a material adverse effect on the Company's
business, results of operations and financial condition. *The Company continues
to believe that significant investment in R&D is required to remain competitive,
and is expecting to see their effect on revenue in fiscal 1998 in a limited way,
with a significant impact in fiscal 1999 and fiscal 2000. R&D expenses as a
percent of net sales may fluctuate from quarter to quarter.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $2.0 million and $4.1
million respectively, for the three and six month periods ended March 31, 1997,
representing a decrease of $987,000 (33%) and $1.8 million (30%), when compared
with the same periods in fiscal 1996. The decrease in absolute dollars for the
first fiscal quarter of 1997 was due primarily to the Company's management of
expenses in response to the decline in sales in recent quarters as well as
decreased commissions arising from lower sales levels. As a percentage of net
sales, SG&A spending increased to 18% and 20%, respectively, for the three and
six month periods ending March 31, 1997, as compared to 13% for both periods
last fiscal year, as a result of lower sales this fiscal year that were not met
with corresponding decreases in SG&A spending. *Through the 


                                       10
<PAGE>   11
remainder of the fiscal year, SG&A spending in absolute dollars is expected to
remain in line with current levels; however, actual spending may fluctuate
depending on, among other things, the level of net sales. *As a percentage of
net sales, SG&A spending may vary from quarter to quarter.

Interest Income, Net

Interest income, net decreased to $84,000 and $187,000, respectively, for the
three and six month periods ended March 31, 1997, from $167,000 and $380,000,
respectively, in the comparable periods in fiscal 1996, primarily due to lower
interest income earned on the Company's cash and investments as a result of
lower cash and investment balances.

Equity Interest in Loss of Unconsolidated Subsidiary

Although AG Associates (Israel) Ltd. ("AG Israel"), the Company's unconsolidated
subsidiary, incurred net losses in both the three month and six month periods
ended March 31, 1997 and same periods in fiscal 1996, the Company was not
required to recognize its proportionate share of such net loss for the first and
second quarters of fiscal 1997 compared to $277,000 and $652,000, respectively,
in the same periods of the prior fiscal year as the Company's investment in AG
Israel had previously been reduced to zero during fiscal 1996. *Additional
losses from AG Israel's operations will be recorded only to the extent of any
future investments by the Company. *The Company is considering a proposal to
invest additional amounts in AG Israel not to exceed $500,000 in conjunction
with proposed investments by other investors. *To the extent that the Company
fails to participate in this or any future investment in AG Israel at a
participation percentage at least equal to its percentage ownership interest in
AG Israel, the Company's ownership interest in AG Israel will be diluted. *Upon
participation in any AG Israel financing, the Company would commence recognition
of its share of subsequent AG Israel losses.

Provision (Benefit) for Income Taxes

The Company has recorded a federal tax benefit as a result of its net taxable
losses during the first and second quarters of fiscal 1997, the effect of which
may be carried back and used to offset federal taxes paid during the immediate
three prior fiscal years or carried forward up to fifteen years to offset future
taxable income. The fiscal 1997 tax benefit rate of 25% represents the Company's
current estimate of its annual effective tax rate, which is lower than the 41%
tax expense rate in 1996 as a result of the lack of state loss carryback
provisions, foreseeable losses deductible for tax purposes and expected
limitations on the realizability of certain federal deductions. *A significant
change in income or loss from anticipated levels would have a significant impact
on this tax rate.

Backlog

The Company's system backlog (consisting of product scheduled for delivery
within the next twelve months) as of March 31, 1997 was approximately $15.2
million as compared to $10.3 million at September 30, 1996. Backlog continues to
reflect the effects of the semiconductor industry's slow order rate as customers
continue with reduced expansion plans, as well as competitive pressures. The
Company includes in its backlog customer purchase orders that have been accepted
and to which shipment dates have been assigned within the next twelve months.
All orders are subject to cancellation or delay with limited or no penalty.
*Given the increase in backlog, the Company expects revenues for the three
months ended June 30, 1997 to be somewhat higher than revenues for the three
months ended March 31, 1997; however the results of operations are expected to
continue to yield a net loss, and there can be no assurance that the Company
will achieve higher net sales in the three months ended June 30, 1997. *In
addition,


                                       11
<PAGE>   12
there can be no assurance that the Company's net sales will not decline
following the three months ended June 30, 1997 or that the Company will not
incur further net losses, and such a decline and/or such net losses would have a
material adverse effect on the Company's business, results of operations and
financial condition. *The Company believes that the successful introduction of
its next generation products, currently scheduled for the third quarter of
calendar 1997, and the market acceptance of these products, is critical to the
Company's future financial success. *The failure to successfully introduce these
products in a timely manner, or the failure of these products to achieve market
acceptance, would have a material adverse effect on the Company's business,
financial condition and result of operations. *Because of possible changes in
delivery schedules and additions and cancellations of orders, the Company's
backlog at any particular date is not necessarily indicative of actual sales for
any succeeding period.

Liquidity And Capital Resources

As of March 31, 1997, the Company had cash, cash equivalents and short-term
investments of $7.4 million, compared to $12.0 million as of September 30, 1996.
The decrease of $4.6 million was primarily attributable to expenditures in
support of research and development as well as the Company's operating results.
Working capital decreased to $23.2 million at March 31, 1997 from $26.9 million
at September 30, 1996.

The Company's operating activities used cash of $3.0 million during the six
months ended March 31, 1997. Net loss before depreciation and amortization
charges, an increase in deferred income taxes and decreases in accounts payable
and accrued liabilities were partially offset by a decrease in inventory. The
decrease in inventory was primarily due to the Company's efforts to reduce
inventory and a non-cash inventory write-down of $1.4 million. The inventory
write-down was primarily related to the excess inventory associated with the
discontinuance of the Heatpulse(R) 4100 product line. The 4100 line is limited
to processing only wafers of 150mm and smaller and also limited to processing of
devices with feature size of 0.5 micron or higher.

The Company's investing activities provided cash of $2.1 million during the six
month period ended March 31, 1997, due to purchases and maturities of short-term
investments of $6.3 million and $9.9 million, respectively, and capital
expenditures of $1.5 million. This is a $3.5 million decrease in capital
expenditures from the prior year's quarter, which reflected expenditures made in
connection with the Company's move to a new facility. *The Company currently
anticipates that its capital expenditures may be as much as $2.2 million for the
remainder of fiscal 1997, principally to support new product development.
*However, the actual level of capital spending will be dependent on a variety of
factors, including the Company's business requirements and general economic
conditions.

Cash used by financing activities was $93,000 during the six months ended March
31, 1997, consisting primarily of proceeds from the issuance of common stock,
offset by payments for capital lease obligations.

*The Company believes that current cash and short-term investment balances,
together with existing sources of liquidity, will satisfy the Company's
anticipated liquidity and working capital requirements through the next twelve
months. *However, due to the uncertain nature of the industry, competitive
market conditions and the strong commitment to developing of the Company's
next-generation products, liquidity and working capital requirements are
difficult to anticipate beyond the next twelve months. *There can be no
assurance that additional financing, when required, will be available, or if
available, can be obtained on terms satisfactory to the Company.



                                       12
<PAGE>   13
PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         The Annual meeting of the shareholders of AG Associates, Inc. was held
         on January 30, 1997 in Santa Clara, California. Of the 5,945,264 shares
         of the Company's Common Stock outstanding as of the record date,
         4,499,198 shares were present or represented by proxy at the meeting.
         The following matters were submitted to a vote of the shareholders:

         (1) To elect the following five persons to serve as a Director of the
         Company:
<TABLE>
<CAPTION>
                      Name                        Votes For           Votes Withheld
                      ---------------------    ----------------    ---------------------

<S>                                            <C>                     <C>   
                      Arnon Gat, Ph.D.                4,460,468               38,730
                      Anita Gat                       4,457,368               41,830
                      Norio Kuroda                    4,460,468               38,730
                      John C. Moore                   4,460,468               38,730
                      Cecil Parker                    4,460,468               38,730
</TABLE>

         (2) To ratify the selection of Deloitte & Touche LLP as independent
         accountants for the Company for the fiscal year ending September 30,
         1997:

                               Votes for:                           4,467,231
                               Votes against:                          20,300
                               Votes abstaining:                       11,667

         The proposal carried. The vote required was a majority of the shares of
         Common Stock present at the meeting in person or by proxy (without
         counting broker non-votes toward the vote required) or at least
         2,249,600 shares of the Company's Common Stock.

Item 5.  Other Information

         Not applicable.




                                       13
<PAGE>   14
Item 6.  Exhibits and Reports on Form 8-K

         A)  Exhibits

                  Exhibit 10.39     Employment Agreement, dated February 10,
                                    1997, between the Company and Patrick
                                    Verderico

                  Exhibit 11.01     Statement re Computation of Earnings per
                                    Share

                  Exhibit 27        Financial Data Schedule

         B)  Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended March 31,
         1997.


                                       14
<PAGE>   15
SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                        AG Associates, Inc.
                        (Registrant)



Dated:  May 12, 1997    By:/s/ Arnon Gat
                           -------------------------------------------------
                           Arnon Gat
                           Chief Executive Officer and Acting Chief Financial
                           Officer
                           (Duly Authorized and Principal Financial Officer)



                                       15
<PAGE>   16

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
   No.                       Description
--------                     -----------
<S>                  <C> 

   10.39             Employment Agreement, dated February 10, 1997, 
                     between the Company and Patrick Verderico

   11.01             Statement re: Computation of Earnings per Share

   27                Financial Data Schedule
</TABLE>