##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 OR
 o
    
    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: 000-22430
 ASYST TECHNOLOGIES, INC.
 (Exact name of Registrant, as specified in its charter)
 California
    
    94-2942251(State or other jurisdiction
    
    (IRS Employer identification Number)of incorporation or organization)
 46897 Bayside Parkway, Fremont, California 94538
 (510) 661-5000
 þ o
  o þ o
 o þ




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##### Table of Contents



ASYST TECHNOLOGIES, INC.
 TABLE OF CONTENTS
  
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Balance Sheets  June 30, 2007 and March 31, 2007
    
    
    3Condensed Consolidated Statements of Operations  Three-Month Periods Ended June 30, 2007 and June 30, 2006
    
    
    4Condensed Consolidated Statements of Cash Flows  Three-Month Periods Ended June 30, 2007 and June 30, 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4.Controls and Procedures
    
    
    37PART II. OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    40Item 1A.Risk Factors
    
    
    40Item 6.Exhibits
    
    
    49Signatures
    
    
    50Exhibit Index
    
    
    51EXHIBIT 10.51EXHIBIT 10.52EXHIBIT 10.53EXHIBIT 10.54EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
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Part I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30,
    
    
    March 31,2007
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    88,499
    
    
    $
    99,701Accounts receivable, net
    
    
    143,434
    
    
    
    125,889Inventories
    
    
    50,915
    
    
    
    51,797Deferred income taxes
    
    
    12,598
    
    
    
    12,764Prepaid expenses and other current assets
    
    
    12,985
    
    
    
    15,124Total current assets
    
    
    308,431
    
    
    
    305,275Property and equipment, net
    
    
    24,175
    
    
    
    25,138Goodwill
    
    
    80,215
    
    
    
    83,723Intangible assets, net
    
    
    34,537
    
    
    
    41,994Other assets
    
    
    9,141
    
    
    
    9,556Total assets
    
    $
    456,499
    
    
    $
    465,686LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    2,521
    
    
    $
    1,453Current portion of long-term debt and capital leases
    
    
    55,055
    
    
    
    58,949Accounts payable
    
    
    77,377
    
    
    
    76,365Accounts payable-related parties
    
    
    23,671
    
    
    
    24,922Accrued and other liabilities
    
    
    79,335
    
    
    
    83,211Deferred margin
    
    
    11,198
    
    
    
    10,880Total current liabilities
    
    
    249,157
    
    
    
    255,780LONG-TERM LIABILITIESLong-term debt and capital leases, net of current portion
    
    
    86,369
    
    
    
    86,412Deferred tax liability
    
    
    9,998
    
    
    
    13,124Other long-term liabilities
    
    
    17,061
    
    
    
    15,559Total long-term liabilities
    
    
    113,428
    
    
    
    115,095COMMITMENTS AND CONTINGENCIES (see Note 15)MINORITY INTEREST
    
    
    144
    
    
    
    130SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares  300,000,000 Outstanding shares  49,489,066
and 49,306,925 shares at June 30, 2007 and March 31, 2007,
respectively
    
    
    483,473
    
    
    
    481,624Accumulated deficit
    
    
    (387,139
    )
    
    
    (385,216
    )Accumulated other comprehensive loss
    
    
    (2,564
    )
    
    
    (1,727
    )Total shareholders equity
    
    
    93,770
    
    
    
    94,681Total liabilities, minority interest and shareholders equity
    
    $
    456,499
    
    
    $
    465,686
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ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months EndedJune 30,2007
    
    
    2006NET SALES
    
    $
    121,620
    
    
    $
    116,981COST OF SALES
    
    
    81,457
    
    
    
    75,925Gross profit
    
    
    40,163
    
    
    
    41,056OPERATING EXPENSES:Research and development
    
    
    8,299
    
    
    
    8,587Selling, general and administrative
    
    
    21,668
    
    
    
    21,402Amortization of acquired intangible assets
    
    
    5,807
    
    
    
    3,324Restructuring charges
    
    
    545
    
    
    
    1,812Total operating expenses
    
    
    36,319
    
    
    
    35,125Income from operations
    
    
    3,844
    
    
    
    5,931INTEREST AND OTHER INCOME (EXPENSE) NET:Interest income
    
    
    584
    
    
    
    737Interest expense
    
    
    (2,487
    )
    
    
    (1,628
    )Other income (expense), net
    
    
    (1,848
    )
    
    
    786Interest and other income (expense), net
    
    
    (3,751
    )
    
    
    (105
    )INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
    
    
    93
    
    
    
    5,826PROVISION FOR INCOME TAXES
    
    
    (474
    )
    
    
    (4,322
    )MINORITY INTEREST
    
    
    (5
    )
    
    
    (2,087
    )NET (LOSS) PRIOR TO CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
    
    
    (386
    )
    
    
    (583
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    103NET (LOSS)
    
    $
    (386
    )
    
    $
    (480
    )BASIC AND DILUTED NET (LOSS) PER SHARE PRIOR TO
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
    
    $
    (0.01
    )
    
    $
    (0.01
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.00BASIC AND DILUTED NET (LOSS) PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.01
    )SHARES USED IN THE PER SHARE CALCULATION- Basic and diluted
    
    
    49,457
    
    
    
    48,600
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ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 Three Months EndedJune 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS
    
    $
    (386
    )
    
    $
    (480
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    7,968
    
    
    
    5,482Allowance for doubtful accounts
    
    
    (27
    )
    
    
    (382
    )Foreign exchange transaction losses
    
    
    2,896
    
    
    
    Minority interest in net income in consolidated subsidiary
    
    
    5
    
    
    
    2,087Loss on disposal of fixed assets
    
    
    
    
    
    
    56Stock-based compensation expense
    
    
    1,619
    
    
    
    1,430Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (103
    )Amortization of lease incentive payments
    
    
    (156
    )
    
    
    (156
    )Deferred taxes, net
    
    
    (2,723
    )
    
    
    (1,015
    )Changes in assets and liabilities, net of acquisitions:Accounts receivable
    
    
    (22,103
    )
    
    
    (12,117
    )Inventories, net
    
    
    (811
    )
    
    
    (9,535
    )Prepaid expenses and other assets
    
    
    1,778
    
    
    
    1,391Accounts payable, accrued and other liabilities and deferred margin
    
    
    3,543
    
    
    
    (701
    )Net cash
(used in) operating activities
    
    
    (8,397
    )
    
    
    (14,043
    )CASH FLOWS FROM INVESTING ACTIVITIES:Sales or maturity of investments
    
    
    
    
    
    
    7,000Purchases of property and equipment, net
    
    
    (1,938
    )
    
    
    (1,151
    )Net cash provided by (used in) investing activities
    
    
    (1,938
    )
    
    
    5,849CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from lines of credit
    
    
    1,268
    
    
    
    91,480Payments on lines of credit
    
    
    (120
    )
    
    
    (80,590
    )Principal payments on long-term debt and capital leases
    
    
    (1,381
    )
    
    
    (21
    )Proceeds from issuance of common stock
    
    
    230
    
    
    
    261Net cash
provided by (used in) financing activities
    
    
    (3
    )
    
    
    11,130Effect of exchange rate changes on cash and cash equivalents
    
    
    (864
    )
    
    
    551INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (11,202
    )
    
    
    3,487CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    99,701
    
    
    
    94,622CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    88,499
    
    
    $
    98,109
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ASYST TECHNOLOGIES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. BASIS OF PRESENTATION
    2. RECENT ACCOUNTING PRONOUNCEMENTS
   3. ACCOUNTING CHANGES
   4. LIQUIDITY
   
    
    Under a senior secured credit agreement entered into in June 2006 with Bank of America,
N.A., as lender and administrative agent and other lenders, we borrowed an aggregate amount
of approximately $82 million to fund the purchase of ASI shares
 6




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from Shinko on July 14, 2006, and had issued a letter of credit in favor of Shinko for approximately $11
million related to the equity option on Shinkos remaining 4.9 percent ASI share ownership as
discussed below. This credit agreement provided a $115 million senior secured credit facility
consisting of a $90 million revolving credit facility, including a $20 million sub-limit for
letters of credit and $10 million sub-limit for swing-line loans, and a $25 million term loan
facility.On July 27, 2007, we entered into a new credit agreement with KeyBank National Association
acting as lead manager and administrative agent, for a new five-year $137.5 million
multi-currency senior secured credit facility. This credit agreement provides for an $85
million term loan facility and a revolving credit facility of $52.5 million. The agreement may
be amended to increase the revolving credit facility to $65 million, increasing the total of
both facilities to $150 million. This new facility bears variable interest rates based on
certain indices, such as Yen LIBOR, US Dollar LIBOR, the Fed Funds Rate, or KeyBanks Prime
Rate, plus applicable margins. We have elected initially to borrow all of this new credit
facility in Yen LIBOR and will incur an initial interest rate before
tax of approximately 3.30 percent. Our net available borrowing under the new credit agreement is subject to limitations
under consolidated senior leverage, consolidated total leverage and consolidated fixed charge
financial covenants. As of July 27, 2007, the full $137.5 million was available for borrowing,
and we have drawn down approximately $125 million under the facilities (with the remaining
$12.5 million in available borrowing used to support two standby letters of credit issued under
the credit facilities). See Note 13 (Debt.), and Note 16
(Subsequent Events) for additional detail
describing this new credit agreement.We used a portion of the proceeds from this new facility to repay in full the approximately $55
million outstanding under the existing credit facility with Bank of America, which we
terminated as of July 27, 2007.
    
    We have approximately $86 million outstanding under our
5 3/4 percent convertible
subordinated notes privately issued in July 2001. These notes are convertible, at the option
of the holder, at any time on or prior to maturity into shares of our common stock at a
conversion price of $15.18 per share. We are required to pay interest on these convertible
notes on January 3 and July 3 of each year. These notes mature on July 3, 2008 and are
currently redeemable at our option.On July 27, 2007, we provided notice to U.S. Trust Bank, as Trustee, to redeem these
subordinated notes in full on or before August 31, 2007. In conjunction with the redemption,
we also will pay the note holders interest accrued through the date of redemption and an
additional redemption premium payment of approximately 0.82 percent of the outstanding
principal amount of the notes. On July 30, 2007, we delivered $87.7 million to U.S. Trust Bank
to be held in escrow to defease our redemption payment obligations described above. Of this
amount, we used approximately $69.9 million of proceeds from the new credit facilities, and
contributed approximately $17.8 million from our available cash.
  7




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5. SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition
  Accounting for
Performance of Construction-Type and Certain Production-Type Contracts.
 Software Revenue
Recognition.
 8




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Comprehensive Income (Loss)
  Three Months EndedJune 30,2007
    
    
    2006Net (loss), as reported
    
    $
    (386
    )
    
    $
    (480
    )Foreign currency translation adjustments
    
    
    (845
    )
    
    
    709Change in unrealized gains (losses) on investments
    
    
    8
    
    
    
    (10
    )Comprehensive income (loss)
    
    $
    (1,223
    )
    
    $
    219
 Net (Loss) Per Share
  Three Months EndedJune 30,2007
    
    
    2006Numerator:Net (loss)
    
    $
    (386
    )
    
    $
    (480
    )Denominator:Weighted average common shares outstanding, excluding unvested restricted stock units
    
    
    49,457
    
    
    
    48,600Denominator for basic and diluted calculation
    
    
    49,457
    
    
    
    48,600Net (loss) per share  basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.01
    )
  As of June 30,2007
    
    
    2006Restricted stock awards and stock units
    
    
    2,570
    
    
    
    223Stock options
    
    
    2,887
    
    
    
    3,630Convertible notes
    
    
    5,682
    
    
    
    5,68211,139
    
    
    
    9,535
 6. BALANCE SHEET COMPONENTS
 Cash and Cash Equivalents
  9




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UnrealizedJune 30, 2007
    
    Cost
    
    
    Gains (Losses)
    
    
    Fair ValueInstitutional money market funds
    
    $
    29,832
    
    
    $
    75
    
    
    $
    29,907Total cash equivalents
    
    $
    29,832
    
    
    $
    75
    
    
    $
    29,907
 UnrealizedMarch 31, 2007
    
    Cost
    
    
    Gains (Losses)
    
    
    Fair ValueInstitutional money market funds
    
    $
    23,242
    
    
    $
    67
    
    
    $
    23,309Total cash equivalents
    
    $
    23,242
    
    
    $
    67
    
    
    $
    23,309
 Accounts Receivable, net of allowance for doubtful accounts
  June 30,
    
    
    March 31,2007
    
    
    2007Trade receivables
    
    $
    83,091
    
    
    $
    58,781Trade receivables-related party
    
    
    3
    
    
    
    6Unbilled receivables
    
    
    58,066
    
    
    
    62,201Other receivables
    
    
    6,191
    
    
    
    9,057Less: Allowance for doubtful accounts
    
    
    (3,917
    )
    
    
    (4,156
    )Total
    
    $
    143,434
    
    
    $
    125,889
     Inventories
  June 30,
    
    
    March 31,2007
    
    
    2007Raw materials
    
    $
    14,643
    
    
    $
    15,462Work-in-process
    
    
    34,106
    
    
    
    36,035Finished goods
    
    
    2,166
    
    
    
    300Total
    
    $
    50,915
    
    
    $
    51,797
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Goodwill and Intangible Assets
 Goodwill
  Fab Automation
    
    
    AMHS
    
    
    TotalBalances at March 31, 2007
    
    $
    3,397
    
    
    $
    80,326
    
    
    $
    83,723Foreign currency translation
    
    
    
    
    
    
    (3,508
    )
    
    
    (3,508
    )Balances at June 30, 2007
    
    $
    3,397
    
    
    $
    76,818
    
    
    $
    80,215
 Intangible assets
  June 30, 2007
    
    
    March 31, 2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetAmortizable intangible assets:Developed technology
    
    $
    78,143
    
    
    $
    58,166
    
    
    $
    19,977
    
    
    $
    81,174
    
    
    $
    56,818
    
    
    $
    24,356Customer base and other intangible assets
    
    
    51,278
    
    
    
    38,088
    
    
    
    13,190
    
    
    
    53,060
    
    
    
    36,878
    
    
    
    16,182Licenses and patents
    
    
    5,296
    
    
    
    3,926
    
    
    
    1,370
    
    
    
    5,299
    
    
    
    3,843
    
    
    
    1,456Total
    
    $
    134,717
    
    
    $
    100,180
    
    
    $
    34,537
    
    
    $
    139,533
    
    
    $
    97,539
    
    
    $
    41,994
    Fiscal Year ending March 31,Remaining portion of 2008
    
    $
    10,7102009
    
    
    10,8102010
    
    
    6,6672011
    
    
    4,7192012
    
    
    1,6272013 and thereafter
    
    
    4Total
    
    $
    34,537
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Accrued and other liabilities
  June 30, 2007
    
    
    March 31, 2007Income taxes payable
    
    $
    9,322
    
    
    $
    8,188Warranty reserve
    
    
    11,469
    
    
    
    11,982Employee compensation
    
    
    16,759
    
    
    
    18,429Customer deposits
    
    
    13,059
    
    
    
    14,086Payable to Shinko for 4.9% share in ASI
    
    
    10,542
    
    
    
    11,439Other accrued expenses
    
    
    18,184
    
    
    
    19,087Total
    
    $
    79,335
    
    
    $
    83,211
 Warranty Accrual
  Three Months EndedJune 30,2007
    
    
    2006Beginning Balance
    
    $
    11,982
    
    
    $
    7,967Accruals
    
    
    3,496
    
    
    
    4,340Settlements
    
    
    (3,608
    )
    
    
    (4,997
    )Foreign Currency Translation
    
    
    (401
    )
    
    
    73Ending Balance
    
    $
    11,469
    
    
    $
    7,383
 7. ACQUISITION
      12




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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
    
    
    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
 Intangible Assets
   In-Process Research and Development
     13




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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
  Three monthsendedJune 30, 2006Net sales
    
    $
    116,981Pro forma net (loss) prior to cumulative effect of change in accounting principle
    
    
    (4,685
    )Cumulative effect of change in accounting principle
    
    
    103Pro forma net (loss)
    
    $
    (4,582
    )Pro forma basic and diluted net income (loss) per share prior to cumulative effect of change in accounting principle
    
    $
    (0.09
    )Cumulative effect of change in accounting principle
    
    
    0.00Pro forma basic and diluted net income (loss) per share
    
    $
    (0.09
    )Shares used in the per share calculation  Basic and diluted
    
    
    48,600
 8. STOCK-BASED COMPENSATION
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2007
    
    
    June 30, 2006Stock-based compensation expense
by category:Cost of Sales
    
    $
    153
    
    
    $
    129Research and Development
    
    
    185
    
    
    
    200Selling , General and Administrative
    
    
    1,281
    
    
    
    1,101Total stock-based compensation expense
    
    $
    1,619
    
    
    $
    1,430
 Valuation Assumptions
  14




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Stock Options Plans
      Employee Stock Purchase Plan
   Three Months EndedJune 30,2007
    
    2006Employee Stock option plans:Risk-free interest rate
    
    
    4.5
    %
    
    
    4.70
    %Expected term of options (in years)
    
    
    3.3
    
    
    
    3.3Expected volatility
    
    
    54.0
    %
    
    
    67.0
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Employee Stock purchase plan:Risk-free interest rate
    
    
    5.1
    %
    
    
    4.92
    %Expected term of options (in years)
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    47.0
    %
    
    
    69.2
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 15




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Stock Option Plans
  Weighted-AverageTotal Number
    
    
    Weighted-Average
    
    
    Remaining
    
    
    Aggregateof Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    Intrinsic ValueOptions outstanding as of March 31, 2007
    
    
    5,679,084
    
    
    $
    9.66
    
    
    
    4.81
    
    
    $
    5,939,882Granted
    
    
    Exercised
    
    
    (99,520
    )
    
    
    4.28Cancelled
    
    
    (98,353
    )
    
    
    8.44Options outstanding as of June 30, 2007
    
    
    5,481,211
    
    
    $
    9.78
    
    
    
    4.58
    
    
    $
    6,095,057Exercisable as of June 30, 2007
    
    
    4,631,197
    
    
    $
    10.48
    
    
    
    4.58
    
    
    $
    4,652,716
   Restricted Stock
 Awards and Restricted Stock Units
  Weighted AverageNumber of
    
    Grant-DateShares
    
    Fair ValueOutstanding at March 31, 2007
    
    
    1,124,500
    
    
    $
    5.90Granted
    
    
    1,772,454
    
    
    $
    7.17Vested
    
    
    (149,519
    )
    
    $
    3.95Forfeited
    
    
    (56,253
    )
    
    $
    5.65Outstanding at June 30, 2007
    
    
    2,691,182
    
    
    $
    6.09
  Stock Option Awards and Restricted Stock Units with Market and Performance Conditions
    16




---



##### Table of Contents



WeightedNumber of
    
    AverageShares
    
    Grant Date Fair ValueOutstanding at March 31, 2007
    
    
    317,679
    
    
    $
    2.46Awards granted
    
    
    
    
    
    
    Awards cancelled
    
    
    (56,012
    )
    
    $
    2.60Balance at June 30, 2007
    
    
    261,667
    
    
    $
    2.43
   WeightedNumber of
    
    AverageShares
    
    Grant Date Fair ValueOutstanding at March 31, 2007
    
    
    
    
    
    
    Awards granted
    
    
    484,358
    
    
    $
    7.18Awards cancelled
    
    
    
    
    
    
    Balance at June 30, 2007
    
    
    484,358
    
    
    $
    7.18
  9. PENSION BENEFIT PLANS
  Three Months EndedJune 30,2007
    
    
    2006Service cost
    
    $
    280
    
    
    $
    265Interest cost
    
    
    96
    
    
    
    89Expected return on plan assets
    
    
    (100
    )
    
    
    (102
    )Amortization of prior service cost
    
    
    (1
    )
    
    
    (1
    )Amortization of actuarial losses
    
    
    5
    
    
    
    5Net periodic benefit cost
    
    $
    280
    
    
    $
    256
 17




---



##### Table of Contents



Employer Contributions
  10. INCOME TAXES
 Three Months EndedJune 30,2007
    
    
    2006Provision for income taxes
    
    $
    474
    
    
    $
    4,322
      11. RESTRUCTURING CHARGES
  Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance, March 31, 2007
    
    $
    
    
    
    $
    788
    
    
    $
    788Additional accruals
    
    
    545
    
    
    
    
    
    
    
    545Amounts paid in cash
    
    
    (433
    )
    
    
    (205
    )
    
    
    (638
    )Balance, June 30, 2007
    
    $
    112
    
    
    $
    583
    
    
    $
    695
  18




---



##### Table of Contents



Excess FacilitiesBalance, March 31, 2006
    
    $
    105Additional accruals
    
    
    1,812Non-cash utilization
    
    
    (25
    )Amounts paid in cash
    
    
    (533
    )Balance, June 30, 2006
    
    $
    1,359
   12. REPORTABLE SEGMENTS
   
    
    AMHS.Products include automated transport and loading systems for semiconductor fabs
and flat panel display manufacturers.
    
    Fab Automation.Products include interface products, substrate-handling robotics, wafer
and reticle carriers, auto-ID systems, sorters and connectivity software.
   19




---



##### Table of Contents



Three Months EndedJune 30,2007
    
    
    2006AMHS:Net sales
    
    $
    76,309
    
    
    $
    66,256Cost of Sales
    
    
    55,782
    
    
    
    46,556Gross Profit
    
    $
    20,527
    
    
    $
    19,700Income from operations
    
    $
    2,892
    
    
    $
    8,144Fixed assets additions
    
    $
    795
    
    
    $
    848Amortization and Depreciation
    
    $
    6,335
    
    
    $
    3,170Fab Automation Products:Net sales
    
    $
    45,311
    
    
    $
    50,725Cost of Sales
    
    
    25,675
    
    
    
    29,369Gross Profit
    
    $
    19,636
    
    
    $
    21,356Income (Loss) from operations
    
    $
    952
    
    
    $
    (2,213
    )Fixed assets additions
    
    $
    483
    
    
    $
    1,489Amortization and Depreciation
    
    $
    1,633
    
    
    $
    1,838Consolidated:Net sales
    
    $
    121,620
    
    
    $
    116,981Cost of Sales
    
    
    81,457
    
    
    
    75,925Gross Profit
    
    $
    40,163
    
    
    $
    41,056Income from operations
    
    $
    3,844
    
    
    $
    5,931Fixed assets additions
    
    $
    1,278
    
    
    $
    2,337Amortization and Depreciation
    
    $
    7,968
    
    
    $
    5,008
   Three Months EndedJune 30,2007
    
    2006Customer A
    
    
    18.8
    %
    
    
    16.9
    %Customer B
    
    
    11.8
    %
    
    Less than 10%Customer C
    
    
    11.5
    %
    
    
    10.9
    %
  13. DEBT
  June 30,
    
    
    March 31,2007
    
    
    2007Convertible subordinated notes
    
    $
    86,250
    
    
    $
    86,250Long-term loans
    
    
    54,903
    
    
    
    58,782Capital leases
    
    
    271
    
    
    
    329Total long-term debt
    
    
    141,424
    
    
    
    145,361Less: Current portion of long-term debt and capital leases
    
    
    (55,055
    )
    
    
    (58,949
    )Long-term debt and capital leases net of current portion
    
    $
    86,369
    
    
    $
    86,412
  Fiscal Year Ending March 31,
    
    AmountRemaining portion of 2008
    
    $
    54,9732009
    
    
    86,4412010
    
    
    52011
    
    
    5$
    141,424
 20




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##### Table of Contents



Credit Facility
      Convertible Subordinated Notes
 
  21




---



##### Table of Contents



Other Lines of Credit
    14. RELATED-PARTY TRANSACTIONS
  June 30,
    
    March 31,2007
    
    2007Accounts payable and notes payable due to Shinko
    
    $
    23,656
    
    
    $
    24,694Accrued liabilities due to Shinko
    
    $
    206
    
    
    $
    304Accrued liabilities due to Shinko relating to ASI acquisition
    
    $
    10,542
    
    
    $
    11,439Accounts receivable from MECS Korea
    
    $
    3
    
    
    $
    6Accounts payable due to MECS Korea
    
    $
    15
    
    
    $
    228Accrued liabilities due to MECS Korea
    
    $
    21
    
    
    $
    13
  Three Months EndedJune 30,2007
    
    2006Material and service purchases from Shinko
    
    $
    13,998
    
    
    $
    13,258Sales to MECS Korea
    
    $
    17
    
    
    $
    28Purchases from MECS Korea
    
    $
    47
    
    
    $
    
 22




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##### Table of Contents



15. COMMITMENTS AND CONTINGENCIES
 Lease Commitments
  Fiscal Year Ending March 31,
    
    Capital Lease
    
    
    Operating LeaseRemaining portion of 2008
    
    $
    161
    
    
    $
    4,1232009
    
    
    111
    
    
    
    3,2512010
    
    
    5
    
    
    
    2,6202011
    
    
    5
    
    
    
    1,8132012 and thereafter
    
    
    1
    
    
    
    2,763Total
    
    
    283
    
    
    $
    14,570Less: interest
    
    
    (12
    )Present value of minimum lease payments
    
    
    271Less: current portion of capital leases
    
    
    (152
    )Capital leases, net of current portion
    
    $
    119
  Purchase Commitments
  Legal Contingencies
     23




---



##### Table of Contents



In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et. seq.
  Indemnifications
   16. SUBSEQUENT EVENTS
 Debt
  24




---



##### Table of Contents



Credit
Facility
   Convertible
Subordinated Notes
  Commitments
and Contingencies
 Legal
Contingencies
     
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward Looking Statements
 Except for the historical information contained herein, the following discussion includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. We intend
such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and we are including
this statement for purposes of complying with these safe harbor provisions. We have based these
forward-looking statements on our current expectations and projections about future events. Our
actual results could differ materially, as a result of certain factors including but not limited to
those discussed in Risk Factors in this report and our other Securities and Exchange Commission
(SEC) filings. These forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions, including those set forth in this section as well
as those under the caption, Item 1A Risk Factors.
 Words such as expect, anticipate, intend, plan, believe, estimate and variations
of such words and similar expressions are intended to identify such forward-looking statements.
Except as may be required by law, we do not intend to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in this report might not
occur.
 The following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and related notes included in this report and our audited
consolidated financial statements and related notes as filed in our Annual Report Form 10-K for the
year ended March 31, 2007. Certain prior period amounts have been reclassified to conform to
current period presentation.
   Overview
   25




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##### Table of Contents




    
    The Fab Automation product segment, which consists principally of our interface products,
auto-ID systems, substrate-handling robotics, sorters, connectivity software, and continuous
flow technology (CFT)
    
    The AMHS segment, which consists principally of our automated transport and loading
systems, semiconductor and flat panel display products
    Status of Material Weaknesses
  26




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##### Table of Contents



Critical Accounting Policies and Estimates
   Income Taxes
    27




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##### Table of Contents



Results of Operations
  Three Months EndedJune 30,2007
    
    
    2006AMHS:Net sales
    
    $
    76,309
    
    
    $
    66,256Cost of sales
    
    
    55,782
    
    
    
    46,556Gross profit
    
    $
    20,527
    
    
    $
    19,700Income from operations
    
    $
    2,892
    
    
    $
    8,144Fab Automation Products:Net sales
    
    $
    45,311
    
    
    $
    50,725Cost of sales
    
    
    25,675
    
    
    
    29,369Gross profit
    
    $
    19,636
    
    
    $
    21,356Income (Loss) from operations
    
    $
    952
    
    
    $
    (2,213
    )Consolidated:Net sales
    
    $
    121,620
    
    
    $
    116,981Cost of sales
    
    
    81,457
    
    
    
    75,925Gross profit
    
    $
    40,163
    
    
    $
    41,056Income from operations
    
    $
    3,844
    
    
    $
    5,931
  Three Months EndedJune 30,2007
    
    2006AMHS:Net sales
    
    
    62.7
    %
    
    
    56.6
    %Cost of sales
    
    
    45.8
    %
    
    
    39.8
    %Gross profit
    
    
    16.9
    %
    
    
    16.8
    %Income from operations
    
    
    2.4
    %
    
    
    7.0
    %Fab Automation Products:Net sales
    
    
    37.3
    %
    
    
    43.4
    %Cost of sales
    
    
    21.2
    %
    
    
    25.1
    %Gross profit
    
    
    16.1
    %
    
    
    18.3
    %Income (Loss) from operations
    
    
    0.8
    %
    
    
    (1.9
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    67.0
    %
    
    
    64.9
    %Gross profit
    
    
    33.0
    %
    
    
    35.1
    %Income from operations
    
    
    3.2
    %
    
    
    5.1
    %
 First Quarter of 2008 Compared to First Quarter of 2007
 Net Sales
 Consolidated
  AMHS
  28




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##### Table of Contents



Fab Automation
  Comparison of Expenses, Gross Margin, Interest & Other, and Income Taxes
  Three Months EndedJune 30,2007
    
    2006NET SALES
    
    
    100.0
    %
    
    
    100.0
    %COST OF SALES
    
    
    67.0
    %
    
    
    64.9
    %Gross profit
    
    
    33.0
    %
    
    
    35.1
    %OPERATING EXPENSES:Research and development
    
    
    6.8
    %
    
    
    7.3
    %Selling, general and administrative
    
    
    17.8
    %
    
    
    18.4
    %Amortization of acquired intangible assets
    
    
    4.9
    %
    
    
    2.8
    %Restructuring and other charges
    
    
    0.4
    %
    
    
    1.5
    %Total operating expenses
    
    
    29.9
    %
    
    
    30.0
    %Income from operations
    
    
    3.1
    %
    
    
    5.1
    %INTEREST AND OTHER INCOME, NET:Interest income
    
    
    0.5
    %
    
    
    0.6
    %Interest expense
    
    
    (2.0
    )%
    
    
    (1.4
    )%Other income, net
    
    
    (1.5
    )%
    
    
    0.7
    %Interest and other expense, net
    
    
    (3.0
    )%
    
    
    (0.1
    )%INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
    
    
    0.1
    %
    
    
    5.0
    %PROVISION FOR INCOME TAXES
    
    
    0.4
    %
    
    
    3.7
    %MINORITY INTEREST
    
    
    (0.0
    )%
    
    
    (1.8
    )%NET LOSS PRIOR TO CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
    
    
    (0.3
    )%
    
    
    (0.5
    )%Cumulative effect of change in accounting principle
    
    
    
    %
    
    
    0.0
    %NET LOSS
    
    
    (0.3
    )%
    
    
    (0.5
    )%
 Gross Margin
 Consolidated
  AMHS
  29




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##### Table of Contents



Fab Automation
  Research and Development
 Three Months EndedJune 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    ChangeResearch and development
    
    $
    8,299
    
    
    $
    8,587
    
    
    $
    (288
    )Percentage of total net sales
    
    
    6.8
    %
    
    
    7.3
    %
   Selling, General and Administrative
 Three Months EndedJune 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    ChangeSelling, general and administrative
    
    $
    21,668
    
    
    $
    21,402
    
    
    $
    266Percentage of total net sales
    
    
    17.8
    %
    
    
    18.4
    %
  Amortization of Acquired Intangibles Assets
 Three Months EndedJune 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    ChangeAmortization of acquired intangible
assets
    
    $
    5,807
    
    
    $
    3,324
    
    
    $
    2,483Percentage of total net sales
    
    
    4.9
    %
    
    
    2.8
    %
  30




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##### Table of Contents



Restructuring Charges
  Three Months EndedJune 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    ChangeRestructuring charges
    
    $
    545
    
    
    $
    1,812
    
    
    $
    (1,267
    )Percentage of total net sales
    
    
    0.4
    %
    
    
    1.5
    %
    Severance and
    
    
    ExcessBenefits
    
    
    Facilities
    
    
    TotalBalance, March 31, 2007
    
    $
    
    
    
    $
    788
    
    
    $
    788Additional accruals
    
    
    545
    
    
    
    
    
    
    
    545Amounts paid in cash
    
    
    (433
    )
    
    
    (205
    )
    
    
    (638
    )Balance, June 30, 2007
    
    $
    112
    
    
    $
    583
    
    
    $
    695
 Interest Income, Interest Expense and Other Income, Net
 Three Months EndedJune 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeInterest income
    
    $
    584
    
    
    $
    737
    
    
    $
    (153
    )Interest expense
    
    $
    2,487
    
    
    $
    1,628
    
    
    $
    859Other income (expense), net
    
    $
    (1,848
    )
    
    $
    786
    
    
    $
    (2,634
    )
     Income Taxes
 Three Months EndedJune 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    ChangeProvision for income taxes
    
    $
    474
    
    
    $
    4,322
    
    
    $
    (3,848
    )Percentage of total net sales
    
    
    0.4
    %
    
    
    3.7
    %
  31




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##### Table of Contents



Liquidity and Capital Resources
   Three Months EndedJune 30,2007
    
    2006Net cash (used in) operating
activities
    
    $
    (8.4
    )
    
    $
    (14.0
    )Net cash provided by (used in) investing activities
    
    $
    (1.9
    )
    
    $
    5.8Net cash provided by (used in) financing activities
    
    $
    (0.3
    )
    
    $
    11.1
 Cash Flows from Operating Activities
  Net loss
    
    $
    (0.4
    )Depreciation and amortization
    
    
    8.0Stock-based compensation expense
    
    
    1.6Deferred taxes, net
    
    
    (2.7
    )Other non-cash charges
    
    
    2.7Increase in accounts receivable
    
    
    (22.1
    )Increase in inventories
    
    
    (0.8
    )Decrease in prepaid expenses and other assets
    
    
    1.8Increase in accounts payable, accrued liabilities and
deferred margin
    
    
    3.5Net cash
(used in) operating activities
    
    $
    (8.4
    )
  32




---



##### Table of Contents



Cash Flows from Investing Activities
   Cash Flows from Financing Activities
   Credit Facility
   33




---



##### Table of Contents



Convertible Subordinated Notes
 3 4
   Other Debt Financing Arrangements
   34




---



##### Table of Contents



Acquisition and Related Debt Financing Facility
     35




---



##### Table of Contents



Other Liquidity Considerations
      Recent Accounting Pronouncements
   36




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk.
   Foreign Currency Exchange Risk
 Strengthening in
    
    No change in
    
    Weakening inJapanese Yen of
    
    Japanese Yen
    
    Japanese Yen ofX percent
    
    exchange rate
    
    X percent10%
    
    5%
    
    
    
    
    
    5%
    
    10%Net loss for the
three months ended
June 30, 2007
    
    $
    231
    
    
    $
    (94
    )
    
    $
    (386
    )
    
    $
    (650
    )
    
    $
    (891
    )
  .
 
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  37




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##### Table of Contents



Managements Remediation Initiatives
      38




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  39




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 We have a history of significant losses.
  We face potential risks in connection with our outstanding indebtedness; if we are not able to
restructure portions of this debt on a timely basis on desired terms in the future, our ability to
discharge our obligations under this indebtedness, liquidity and business may be harmed.
  
    
    Under a senior secured credit agreement entered into in June 2006 with Bank of America,
N.A., as lender and administrative agent and other lenders, we borrowed an aggregate amount
of approximately $81.5 million to fund the purchase of ASI shares from Shinko on July 14,
2006, as described under Item 1  Business, Acquisition and Related Debt Financing
Facility and issued a letter of credit in favor of Shinko for approximately $11 million
related to the equity option on Shinkos remaining 4.9 percent ASI share ownership. This
credit agreement provides a $115 million senior secured credit facility consisting of a $90
million revolving credit facility, including a $20 million sub-limit for letters of credit
and $10 million sub-limit for swing-line loans, and a $25 million term loan facility. Under
the credit agreement all amounts outstanding would be due July 13, 2009, provided that
Asysts outstanding 5 3/4 percent convertible subordinated notes due July 3, 2008, are
redeemed or repurchased, or the maturity of the notes extended, on terms reasonably
satisfactory to the administrative agent on or before March 31, 2008; otherwise, amounts
outstanding under the credit agreement would be due on March 31, 2008.
    
    On July 27, 2007, we entered into a new credit agreement with KeyBank National
Association acting as lead manager and administrative agent, for a new five-year $137.5
million multi-currency senior secured credit facility. This credit agreement provides for
an $85 million term loan facility and a revolving credit facility of $52.5 million. The
agreement may be amended to increase the revolving credit facility to $65 million,
increasing the total of both facilities to $150 million. This new facility bears variable
interest rates based on certain indices, such as Yen LIBOR, US Dollar LIBOR, the Fed Funds
Rate, or KeyBanks Prime Rate, plus applicable margins. We have elected initially to
borrow all of this new credit facility in Yen LIBOR and will incur an initial interest rate
before tax of approximately 3.30 percent. Our net available borrowing under the new credit
agreement is subject to limitations under consolidated senior leverage, consolidated total
leverage and consolidated fixed charge financial covenants. As of July 27, 2007, the full
$137.5 million was available for borrowing, and we have drawn down approximately $125
million under the facilities (with the remaining $12.5 million in available borrowing used
to support two standby letters of credit issued under the credit facilities). We used a
portion of the proceeds from this new facility to repay in full the approximately $55
million outstanding under the existing credit facility with Bank of America, which we
terminated as of July 27, 2007.
    
    We have approximately $86 million outstanding under our 5 3/4 percent convertible
subordinated notes privately issued in July 2001. These notes are convertible, at the option
of the holder, at any time on or prior to maturity into shares of our common stock at a
conversion price of $15.18 per share. We are required to pay interest on these convertible
notes on January 3 and July 3 of each year. These notes mature July 3, 2008 and are
currently redeemable at our option.On July 27, 2007, we provided notice to U.S. Trust Bank, as Trustee, to redeem these
subordinated notes in full on or before August 31, 2007. In conjunction with the redemption,
we also will pay the note holders interest accrued through the date of redemption and an
additional redemption premium payment of approximately 0.82 percent of the outstanding
principal amount of the notes. On July 30, 2007, we delivered $87.7 million to U.S. Trust Bank
to be held in escrow to defease our redemption payment obligations described above. Of this
amount, we used approximately $69.9 million of proceeds from the new credit facilities, and
contributed approximately $17.8 million from our available cash.
 40




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##### Table of Contents



As
of July 31, 2007, we had a total available borrowing capacity of
5.2 billion Japanese Yen
or approximately $43.9 million at the exchange rate as of July 31, 2007. The borrowing capacity
was increased during July 2007 by adding an additional line of credit to the available borrowing
capacity that was in place as of June 30, 2007. There were no
borrowings under these lines as of July 31, 2007.
    
    Under the new $137.5 million senior secured credit facility with Key Bank, we maintain a
letter of credit in the amount of $750,000 in favor of the landlord under our current
headquarters lease in Fremont, California.
    
    We also maintain under the new credit facility with Key Bank a letter of credit in the
amount of $11 million in favor of Shinko Electric, Co. Ltd.
(Shinko) as part of the purchase
agreement between ourselves and Shinko dated July 14, 2006. The letter of credit secures our
obligation to purchase the remaining 4.9 percent of equity in ASI from Shinko.
       41




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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 Forlenzo v. Schwartz, et al.
  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.
  42




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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.
   Fluctuations in the demand for and mix of products sold may adversely affect our financial results.
  
    
    competitive pressures from companies that have competing
products;
 43




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##### Table of Contents




    
    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.
  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.
     Shortages of components necessary for product assembly by Solectron or us can delay shipments to
our customers and can lead to increased costs, which may negatively impact our financial results.
  44




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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.
  We may be unable to protect our intellectual property rights and we may become involved in
litigation concerning the intellectual property rights of others.
    45




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##### Table of Contents



Our results of operations could vary as a result of the methods, estimates, and judgments we use in
applying our accounting policies.
  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.
  46




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##### Table of Contents



We may not be able to integrate efficiently the operations of our acquisitions, and may incur
substantial losses in the divestiture of assets or operations.
  We have continued to experience unexpected turnover in our finance department, and this has had an
adverse impact on our business; In order to compete, we must attract, retain, and motivate key
employees Company wide, and our failure to do so could have an adverse effect on our results of
operations.
    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.
   47




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We may not effectively compete in a highly competitive semiconductor manufacturing equipment
industry.
     48




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ITEM 6. EXHIBITS
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith3.1
    
    
    Amended and Restated Articles of
Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    
    Bylaws of the Company.
    
    S-1
    
    
    3.2
    
    
    333-66184
    
    7/19/19933.3
    
    
    Certificate of Amendment of the Amended and
Restated Articles of Incorporation, filed
September 24, 1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    
    Certificate of Amendment of the Amended and
Restated Articles of Incorporation, filed
October 5, 2000.
    
    DEF 14A
    
    App.
    
    000-22430
    
    7/31/20004.1
    
    
    Rights Agreement among the Company and Bank
of Boston, N.A., as Rights Agent, dated
June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    
    Common Stock Purchase Agreement between the
Company and various purchasers, dated as of
May 26, 1999.
    
    8-K
    
    
    4.2
    
    
    000-22430
    
    6/18/19994.3
    
    
    Indenture dated as of July 3, 2001 between
the Company, State Street Bank and Trust
Company of California, N.A., as trustee,
including therein the forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.4
    
    
    Registration Rights Agreement dated as of
July 3, 2001 between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, and ABN Amro
Rothschild LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/200110.51
    
    
    Form of Stock Award Notice and Stock Award
Agreement for employees (2001 Non-Officer
Equity Plan).
    
    
    
    
    
    
    
    
    
    
    
    X10.52*
    
    
    Form of Stock Award Notice and Stock Award
Agreement for employees (2003 Equity
Incentive Plan) (for agreements executed on
or after July 11, 2007).
    
    
    
    
    
    
    
    
    
    
    
    X10.53*
    
    
    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).
    
    
    
    
    
    
    
    
    
    
    
    X10.54
    
    
    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.
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    
    Certification of the Chief Executive
Officer required by Rule 13a-14(a).
(pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    
    Certification of the Chief Financial
Officer required by Rule 13a-14(a).
(pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    
    Combined Certifications of the Chief
Executive Officer and Chief Financial
Officer required by 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 49




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##### Table of Contents



SIGNATURES
  ASYST TECHNOLOGIES, INC.Date: August 7, 2007
    By:
    /s/ MICHAEL A. SICUROMichael A. SicuroChief Financial OfficerBy:
    /s/ AARON L. TACHIBANAAaron L. TachibanaPrincipal Accounting Officer  50




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith3.1
    
    
    Amended and Restated Articles of
Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    
    Bylaws of the Company.
    
    S-1
    
    
    3.2
    
    
    333-66184
    
    7/19/19933.3
    
    
    Certificate of Amendment of the Amended
and Restated Articles of Incorporation,
filed September 24, 1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    
    Certificate of Amendment of the Amended
and Restated Articles of Incorporation,
filed October 5, 2000.
    
    DEF 14A
    
    App.
    
    000-22430
    
    7/31/20004.1
    
    
    Rights Agreement among the Company and
Bank of Boston, N.A., as Rights Agent,
dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    
    Common Stock Purchase Agreement between
the Company and various purchasers, dated
as of May 26, 1999.
    
    8-K
    
    
    4.2
    
    
    000-22430
    
    6/18/19994.3
    
    
    Indenture dated as of July 3, 2001 between
the Company, State Street Bank and Trust
Company of California, N.A., as trustee,
including therein the forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.4
    
    
    Registration Rights Agreement dated as of
July 3, 2001 between the Company and
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, and
ABN Amro Rothschild LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/200110.51
    
    
    Form of Stock Award Notice and Stock Award
Agreement for employees (2001 Non-Officer
Equity Plan).
    
    
    
    
    
    
    
    
    
    
    
    X10.52*
    
    
    Form of Stock Award Notice and Stock Award
Agreement for employees (2003 Equity
Incentive Plan) (for agreements executed
on or after July 11, 2007).
    
    
    
    
    
    
    
    
    
    
    
    X10.53*
    
    
    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).
    
    
    
    
    
    
    
    
    
    
    
    X10.54
    
    
    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.
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    
    Certification of the Chief Executive
Officer required by Rule 13a-14(a)
(pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    
    Certification of the Chief Financial
Officer required by Rule 13a-14(a)
(pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    
    Combined Certifications of the Chief
Executive Officer and Chief Financial
Officer required by 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 51