##### 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 September 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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##### 



ASYST TECHNOLOGIES, INC.
TABLE OF CONTENTS
 
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Balance Sheets  September 30, 2007 and March 31, 2007
    
    
    3Condensed Consolidated Statements of Operations  Three and Six-Month Periods Ended
September 30, 2007 and September 30, 2006
    
    
    4Condensed Consolidated Statements of Cash Flows  Six-Month Periods Ended September 30,
2007 and September 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
    
    
    41Item 4.Controls and Procedures
    
    
    42PART II. OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    43Item 1A.Risk Factors
    
    
    43Item 4.Submission of Matters to a Vote of Security Holders
    
    
    52Item 6.Exhibits
    
    
    53Signatures
    
    
    54Exhibit Index
    
    
    55EXHIBIT 10.55EXHIBIT 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
  September 30,
    
    
    March 31,2007
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    64,643
    
    
    $
    99,701Accounts receivable, net
    
    
    161,487
    
    
    
    125,889Inventories
    
    
    36,323
    
    
    
    51,797Deferred income taxes
    
    
    14,561
    
    
    
    12,764Prepaid expenses and other current assets
    
    
    6,779
    
    
    
    15,124Total current assets
    
    
    283,793
    
    
    
    305,275Property and equipment, net
    
    
    25,301
    
    
    
    25,138Goodwill
    
    
    85,373
    
    
    
    83,723Intangible assets, net
    
    
    31,339
    
    
    
    41,994Other assets
    
    
    10,502
    
    
    
    9,556Total assets
    
    $
    436,308
    
    
    $
    465,686LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    28,435
    
    
    $
    1,453Current portion of long-term debt and capital leases
    
    
    4,280
    
    
    
    58,949Accounts payable
    
    
    74,893
    
    
    
    76,365Accounts payable-related parties
    
    
    24,431
    
    
    
    24,922Accrued and other liabilities
    
    
    71,324
    
    
    
    83,211Deferred margin
    
    
    5,863
    
    
    
    10,880Total current liabilities
    
    
    209,226
    
    
    
    255,780LONG-TERM LIABILITIES:Long-term debt and capital leases, net of current portion
    
    
    100,569
    
    
    
    86,412Deferred tax liability
    
    
    11,377
    
    
    
    13,124Other long-term liabilities
    
    
    16,866
    
    
    
    15,559Total long-term liabilities
    
    
    128,812
    
    
    
    115,095COMMITMENTS AND CONTINGENCIES (see Note 15)MINORITY INTEREST
    
    
    133
    
    
    
    130SHAREHOLDERS EQUITY:Common stock, no par value:Authorized shares  300,000,000 outstanding shares 
49,659,091 and 49,306,925 shares at September 30, 2007 and March
31, 2007, respectively
    
    
    486,430
    
    
    
    481,624Accumulated deficit
    
    
    (386,680
    )
    
    
    (385,216
    )Accumulated other comprehensive loss
    
    
    (1,613
    )
    
    
    (1,727
    )Total shareholders equity
    
    
    98,137
    
    
    
    94,681Total liabilities, minority interest and shareholders equity
    
    $
    436,308
    
    
    $
    465,686
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ASYST TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    134,836
    
    
    $
    122,649
    
    
    $
    256,456
    
    
    $
    239,630Cost of sales
    
    
    95,973
    
    
    
    88,139
    
    
    
    177,430
    
    
    
    164,063Gross profit
    
    
    38,863
    
    
    
    34,510
    
    
    
    79,026
    
    
    
    75,567Operating expenses:Research and development
    
    
    9,075
    
    
    
    9,402
    
    
    
    17,374
    
    
    
    17,989Selling, general and administrative
    
    
    23,485
    
    
    
    20,434
    
    
    
    45,153
    
    
    
    41,838Amortization of acquired intangible assets
    
    
    5,121
    
    
    
    5,225
    
    
    
    10,928
    
    
    
    8,549Restructuring and other charges (credits)
    
    
    436
    
    
    
    (28
    )
    
    
    981
    
    
    
    1,784Total operating expenses
    
    
    38,117
    
    
    
    35,033
    
    
    
    74,436
    
    
    
    70,160Income (loss) from operations
    
    
    746
    
    
    
    (523
    )
    
    
    4,590
    
    
    
    5,407Interest and other income (expense), net:Interest income
    
    
    477
    
    
    
    539
    
    
    
    1,061
    
    
    
    1,276Interest expense
    
    
    (2,408
    )
    
    
    (2,319
    )
    
    
    (4,895
    )
    
    
    (3,946
    )Write-off of fees related to early extinguishment
of debt and early redemption of convertible
securities
    
    
    (3,135
    )
    
    
    
    
    
    
    (3,135
    )
    
    
    Other income, net
    
    
    3,672
    
    
    
    1,010
    
    
    
    1,824
    
    
    
    1,796Interest and other income (expense), net
    
    
    (1,394
    )
    
    
    (770
    )
    
    
    (5,145
    )
    
    
    (874
    )(Loss) income before income taxes and minority interest
    
    
    (648
    )
    
    
    (1,293
    )
    
    
    (555
    )
    
    
    4,533Benefit from (provision for) income taxes
    
    
    1,115
    
    
    
    (1,770
    )
    
    
    641
    
    
    
    (6,092
    )Minority interest
    
    
    (8
    )
    
    
    338
    
    
    
    (13
    )
    
    
    (1,749
    )Net income (loss) prior to cumulative effect of change
in accounting principle
    
    
    459
    
    
    
    (2,725
    )
    
    
    73
    
    
    
    (3,308
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Net income (loss)
    
    $
    459
    
    
    $
    (2,725
    )
    
    $
    73
    
    
    $
    (3,205
    )Basic net income (loss) per share prior to cumulative effect of
change in accounting principle
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00Basic net income (loss) per share
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )Diluted net income (loss) per share prior to cumulative effect
of change in accounting principle
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00Diluted net income (loss) per share
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )Shares used in the per share calculation Basic
    
    
    49,663
    
    
    
    48,854
    
    
    
    49,555
    
    
    
    48,723 Diluted
    
    
    50,170
    
    
    
    48,854
    
    
    
    50,230
    
    
    
    48,723
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ASYST TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 Six Months EndedSeptember 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    73
    
    
    $
    (3,205
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    14,453
    
    
    
    12,372Amortization of deferred financing costs
    
    
    715
    
    
    
    524Allowance for doubtful accounts
    
    
    (312
    )
    
    
    (5,546
    )Foreign exchange transaction losses
    
    
    1,650
    
    
    
    Minority interest in net income in consolidated subsidiary
    
    
    13
    
    
    
    1,749Loss (gain) on disposal of fixed assets
    
    
    (5
    )
    
    
    320Write-off of fees related to early extinguishment of debt
    
    
    2,431
    
    
    
    Stock-based compensation expense
    
    
    3,624
    
    
    
    3,153Non-cash restructuring charges
    
    
    106
    
    
    
    188In process research and development
    
    
    
    
    
    
    1,519Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (103
    )Amortization of lease incentive payments
    
    
    (312
    )
    
    
    (312
    )Deferred taxes, net
    
    
    (3,464
    )
    
    
    (4,431
    )Changes in assets and liabilities, net of acquisitions:Accounts receivable
    
    
    (32,437
    )
    
    
    (15,327
    )Inventories
    
    
    16,177
    
    
    
    (17,775
    )Prepaid expenses and other assets
    
    
    8,332
    
    
    
    (2,732
    )Accounts payable, accrued and other liabilities and deferred margin
    
    
    (21,771
    )
    
    
    32,044Net cash (used in) provided by operating activities
    
    
    (10,727
    )
    
    
    2,438CASH FLOWS FROM INVESTING ACTIVITIES:Sales or maturity of investments
    
    
    
    
    
    
    15,300Purchase of additional investment in subsidiary
    
    
    
    
    
    
    (105,188
    )Purchases of property and equipment, net
    
    
    (3,274
    )
    
    
    (5,160
    )Net cash used in investing activities
    
    
    (3,274
    )
    
    
    (95,048
    )CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from lines of credit
    
    
    37,528
    
    
    
    142,145Payments on lines of credit
    
    
    (11,735
    )
    
    
    (120,043
    )Dividends paid to minority shareholders of ATJ
    
    
    
    
    
    
    (6,317
    )Proceeds from long-term debt, net of financing fees
    
    
    123,987
    
    
    
    82,340Principal payments on long-term debt and capital leases
    
    
    (172,794
    )
    
    
    (14,812
    )Proceeds from issuance of common stock
    
    
    1,182
    
    
    
    2,085Net cash (used in) provided by financing activities
    
    
    (21,832
    )
    
    
    85,398Effect of exchange rate changes on cash and cash equivalents
    
    
    775
    
    
    
    56DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (35,058
    )
    
    
    (7,156
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    99,701
    
    
    
    94,622CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    64,643
    
    
    $
    87,466
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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
  6




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3 4
   5. SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition
  7




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Software Revenue
Recognition.
 Comprehensive Income (Loss)
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss), as reported
    
    $
    459
    
    
    $
    (2,725
    )
    
    $
    73
    
    
    $
    (3,205
    )Foreign currency translation adjustments
    
    
    974
    
    
    
    (2,015
    )
    
    
    129
    
    
    
    (1,305
    )Change in unrealized losses on investments
    
    
    (23
    )
    
    
    
    
    
    
    (15
    )
    
    
    (11
    )Comprehensive income (loss)
    
    $
    1,410
    
    
    $
    (4,740
    )
    
    $
    187
    
    
    $
    (4,521
    )
 Net Income (loss) Per Share
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income (loss)
    
    $
    459
    
    
    $
    (2,725
    )
    
    $
    73
    
    
    $
    (3,205
    )Denominator:Weighted average common shares outstanding, excluding unvested
restricted stock units
    
    
    49,663
    
    
    
    48,854
    
    
    
    49,555
    
    
    
    48,723Denominator for basic calculation
    
    
    49,663
    
    
    
    48,854
    
    
    
    49,555
    
    
    
    48,723Effect of dilutive employee stock options and restricted stock units
    
    
    507
    
    
    
    
    
    
    
    675
    
    
    
    Denominator for diluted calculation
    
    
    50,170
    
    
    
    48,854
    
    
    
    50,230
    
    
    
    48,723Net income (loss) per share  basic
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )Net income (loss) per share  diluted
    
    $
    0.01
    
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    (0.07
    )
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Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Restricted stock awards and stock units
    
    
    1,706
    
    
    
    228
    
    
    
    1,167
    
    
    
    228Stock options
    
    
    3,230
    
    
    
    3,810
    
    
    
    3,200
    
    
    
    3,810Convertible notes
    
    
    
    
    
    
    5,682
    
    
    
    
    
    
    
    5,682Total
    
    
    4,936
    
    
    
    9,720
    
    
    
    4,367
    
    
    
    9,720
 6. BALANCE SHEET COMPONENTS
 Cash Equivalents
  Accounts Receivable, net of allowance for doubtful accounts
  September 30,
    
    
    March 31,2007
    
    
    2007Trade receivables
    
    $
    74,145
    
    
    $
    58,781Trade receivables-related party
    
    
    7
    
    
    
    6Unbilled receivables
    
    
    83,767
    
    
    
    62,201Other receivables
    
    
    7,490
    
    
    
    9,057Less: Allowance for doubtful accounts
    
    
    (3,922
    )
    
    
    (4,156
    )Total
    
    $
    161,487
    
    
    $
    125,889
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Inventories
  September 30,
    
    
    March 31,2007
    
    
    2007Raw materials
    
    $
    13,112
    
    
    $
    15,462Work-in-process
    
    
    22,087
    
    
    
    36,035Finished goods
    
    
    1,124
    
    
    
    300Total
    
    $
    36,323
    
    
    $
    51,797
   Goodwill and Intangible Assets
 Goodwill
  Fab Automation
    
    
    AMHS
    
    
    TotalBalances at March 31, 2007
    
    $
    3,397
    
    
    $
    80,326
    
    
    $
    83,723Foreign currency translation
    
    
    
    
    
    
    1,650
    
    
    
    1,650Balances at September 30, 2007
    
    $
    3,397
    
    
    $
    81,976
    
    
    $
    85,373
 Intangible assets
  September 30, 2007
    
    
    March 31, 2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetAmortizable intangible assets:Developed technology
    
    $
    82,600
    
    
    $
    64,591
    
    
    $
    18,009
    
    
    $
    81,174
    
    
    $
    56,818
    
    
    $
    24,356Customer base and other intangible assets
    
    
    53,898
    
    
    
    41,859
    
    
    
    12,039
    
    
    
    53,060
    
    
    
    36,878
    
    
    
    16,182Licenses and patents
    
    
    5,299
    
    
    
    4,008
    
    
    
    1,291
    
    
    
    5,299
    
    
    
    3,843
    
    
    
    1,456Total
    
    $
    141,797
    
    
    $
    110,458
    
    
    $
    31,339
    
    
    $
    139,533
    
    
    $
    97,539
    
    
    $
    41,994
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Fiscal Year ending March 31,Remaining portion of 2008
    
    $
    5,9992009
    
    
    11,5082010
    
    
    7,1082011
    
    
    5,0312012 and thereafter
    
    
    1,693Total
    
    $
    31,339
 Accrued and other liabilities
  September 30, 2007
    
    
    March 31, 2007Income taxes payable
    
    $
    9,795
    
    
    $
    8,188Warranty
    
    
    10,972
    
    
    
    11,982Employee compensation
    
    
    15,413
    
    
    
    18,429Customer deposits
    
    
    6,543
    
    
    
    14,086Payable to Shinko for 4.9% share in ATJ
    
    
    11,270
    
    
    
    11,439Other accrued expenses
    
    
    17,331
    
    
    
    19,087Total
    
    $
    71,324
    
    
    $
    83,211
 Warranty Accrual
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Beginning balance
    
    $
    11,469
    
    
    $
    7,383
    
    
    $
    11,982
    
    
    $
    7,967Accruals
    
    
    2,856
    
    
    
    4,685
    
    
    
    5,566
    
    
    
    9,026Settlements
    
    
    (3,925
    )
    
    
    (4,396
    )
    
    
    (5,298
    )
    
    
    (9,394
    )Foreign currency translation
    
    
    572
    
    
    
    89
    
    
    
    (1,278
    )
    
    
    162Ending balance
    
    $
    10,972
    
    
    $
    7,761
    
    
    $
    10,972
    
    
    $
    7,761
 7. ACQUISITION
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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
  12




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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 Months Ended
    
    
    Six Months EndedSeptember 30, 2006
    
    
    September 30, 2006Net sales
    
    $
    122,649
    
    
    $
    239,630Pro forma net loss prior to cumulative effect of change in accounting principle
    
    $
    (427
    )
    
    $
    (5,090
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    103Pro forma net loss
    
    $
    (427
    )
    
    $
    (4,987
    )Pro forma basic and diluted net loss per share prior to cumulative effect of change in accounting principle
    
    $
    (0.01
    )
    
    $
    (0.10
    )Cumulative effect of change in accounting principle
    
    
    (0.00
    )
    
    
    (0.00
    )Pro forma basic and diluted net loss per share
    
    $
    (0.01
    )
    
    $
    (0.10
    )Shares used in the per share calculation  Basic and Diluted
    
    
    48,854
    
    
    
    48,723
 8. STOCK-BASED COMPENSATION
  13




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Stock-based compensation expense by category:Cost of sales
    
    $
    182
    
    
    $
    107
    
    
    $
    335
    
    
    $
    233Research and development
    
    
    228
    
    
    
    292
    
    
    
    413
    
    
    
    495Selling, general and administrative
    
    
    1,595
    
    
    
    1,324
    
    
    
    2,876
    
    
    
    2,425Total stock-based compensation expense
    
    $
    2,005
    
    
    $
    1,723
    
    
    $
    3,624
    
    
    $
    3,153
 Valuation Assumptions
  Stock Options Plans
     Employee Stock Purchase Plan
   14




---



##### Table of Contents



Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Employee Stock option plans:Risk-free interest rate
    
    
    
    
    
    
    4.7
    %
    
    
    
    
    
    
    4.7
    %Expected term of options (in years)
    
    
    
    
    
    
    3.3
    
    
    
    
    
    
    
    3.3Expected volatility
    
    
    
    
    
    
    67.0
    %
    
    
    
    
    
    
    67.0
    %Expected dividend yield
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Weighted average grant date fair value
    
    
    
    
    
    $
    6.97
    
    
    
    
    
    
    $
    8.45Employee Stock purchase plan:Risk-free interest rate
    
    
    5.05
    %
    
    
    4.92
    %
    
    
    5.07
    %
    
    
    4.92
    %Expected term of options (in years)
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    39.9
    %
    
    
    51.7
    %
    
    
    43.5
    %
    
    
    68.3
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Weighted average grant date fair value
    
    $
    1.79
    
    
    $
    2.41
    
    
    $
    1.83
    
    
    $
    2.44
  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
    
    
    $
    9.66Granted
    
    
    Exercised
    
    
    (166,917
    )
    
    
    4.36Cancelled
    
    
    (269,536
    )
    
    
    11.47Options outstanding as of September 30, 2007
    
    
    5,242,631
    
    
    
    9.74
    
    
    
    4.33
    
    
    
    1,701,161Exercisable as of September 30, 2007
    
    
    4,566,051
    
    
    $
    10.28
    
    
    
    4.33
    
    
    $
    1,350,375
   Restricted Stock Awards and Restricted Stock Units
  Weighted AverageNumber of
    
    Grant-DateShares
    
    Fair ValueOutstanding at March 31, 2007
    
    
    1,124,500
    
    
    $
    5.90Granted
    
    
    1,826,883
    
    
    
    7.11Vested
    
    
    (180,767
    )
    
    
    6.79Forfeited
    
    
    (138,627
    )
    
    
    6.05Outstanding at September 30, 2007
    
    
    2,631,989
    
    
    $
    6.67
 15




---



##### Table of Contents



Stock
Option Awards and Restricted Stock Units (RSUs) with Market and Performance Conditions
      WeightedNumber of
    
    AverageShares
    
    Grant Date Fair ValueOutstanding at March 31, 2007
    
    
    317,679
    
    
    $
    2.46Awards granted
    
    
    
    
    
    
    Awards cancelled
    
    
    (56,013
    )
    
    
    2.45Balance at September 30, 2007
    
    
    261,666
    
    
    $
    2.46
   Number of
    
    WeightedAverageShares
    
    Grant Date Fair ValueOutstanding at March 31, 2007
    
    
    
    
    
    
    Awards granted
    
    
    484,358
    
    
    $
    7.18Awards cancelled
    
    
    
    
    
    
    Balance at September 30, 2007
    
    
    484,358
    
    
    $
    7.18
  16




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##### Table of Contents



9. PENSION BENEFIT PLANS
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    284
    
    
    $
    262
    
    
    $
    567
    
    
    $
    527Interest cost
    
    
    98
    
    
    
    88
    
    
    
    195
    
    
    
    177Expected return on plan assets
    
    
    (102
    )
    
    
    (101
    )
    
    
    (203
    )
    
    
    (203
    )Amortization of prior service cost
    
    
    (1
    )
    
    
    (1
    )
    
    
    (3
    )
    
    
    (2
    )Amortization of actuarial losses
    
    
    5
    
    
    
    5
    
    
    
    10
    
    
    
    10Net periodic benefit cost
    
    $
    284
    
    
    $
    253
    
    
    $
    566
    
    
    $
    509
 Employer Contributions
  10. INCOME TAXES
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Benefit from (Provision for) income taxes
    
    $
    1,115
    
    
    $
    (1,770
    )
    
    $
    641
    
    
    $
    (6,092
    )
       17




---



##### Table of Contents



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
    
    
    
    695Reclassification from other long-term liability
    
    
    
    
    
    
    41
    
    
    
    41Additional accruals
    
    
    43
    
    
    
    393
    
    
    
    436Non-cash related utilization
    
    
    
    
    
    
    (106
    )
    
    
    (106
    )Amounts paid in cash
    
    
    (147
    )
    
    
    (285
    )
    
    
    (432
    )Balance, September 30, 2007
    
    $
    8
    
    
    $
    626
    
    
    $
    634
    Excess FacilitiesBalance, March 31, 2006
    
    $
    105Additional accruals
    
    
    1,812Non-cash related utilization
    
    
    (188
    )Amounts paid in cash
    
    
    (533
    )Balance, June 30, 2006
    
    
    1,196Reduction in accruals
    
    
    (26
    )Amounts paid in cash
    
    
    (186
    )Balance, September 30, 2006
    
    $
    984
   18




---



##### Table of Contents



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.
      Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2006
    
    2007
    
    2006
    
    2006(as reported)
    
    (as restated)
    
    
    
    
    
    (as reported)
    
    (as restated)AMHS:Net sales
    
    $
    86,227
    
    
    $
    72,444
    
    
    $
    72,470
    
    
    $
    162,536
    
    
    $
    138,701
    
    
    $
    138,748Cost of Sales
    
    
    69,081
    
    
    
    56,527
    
    
    
    59,885
    
    
    
    124,863
    
    
    
    103,083
    
    
    
    106,441Gross Profit
    
    $
    17,146
    
    
    $
    15,917
    
    
    $
    12,585
    
    
    $
    37,673
    
    
    $
    35,618
    
    
    $
    32,307Income (loss) from operations
    
    $
    (2,742
    )
    
    $
    8,459
    
    
    $
    1,283
    
    
    $
    150
    
    
    $
    16,602
    
    
    $
    9,449Fixed assets additions
    
    $
    1,299
    
    
    $
    2,820
    
    
    $
    2,820
    
    
    $
    2,094
    
    
    $
    3,669
    
    
    $
    3,668Amortization and Depreciation
    
    $
    5,765
    
    
    $
    3,234
    
    
    $
    5,716
    
    
    $
    12,100
    
    
    $
    6,404
    
    
    $
    9,123Fab Automation Products:Net sales
    
    $
    48,609
    
    
    $
    50,205
    
    
    $
    50,179
    
    
    $
    93,920
    
    
    $
    100,929
    
    
    $
    100,882Cost of Sales
    
    
    26,892
    
    
    
    31,612
    
    
    
    28,254
    
    
    
    52,567
    
    
    
    60,980
    
    
    
    57,622Gross Profit
    
    $
    21,717
    
    
    $
    18,593
    
    
    $
    21,925
    
    
    $
    41,353
    
    
    $
    39,949
    
    
    $
    43,260Income (loss) from operations
    
    $
    3,488
    
    
    $
    (8,982
    )
    
    $
    (1,806
    )
    
    $
    4,440
    
    
    $
    (11,195
    )
    
    $
    (4,042
    )Fixed assets additions
    
    $
    728
    
    
    $
    415
    
    
    $
    415
    
    
    $
    1,211
    
    
    $
    1,885
    
    
    $
    1,904Amortization and Depreciation
    
    $
    1,435
    
    
    $
    3,512
    
    
    $
    1,698
    
    
    $
    3,068
    
    
    $
    5,349
    
    
    $
    3,773Consolidated:Net sales
    
    $
    134,836
    
    
    $
    122,649
    
    
    $
    122,649
    
    
    $
    256,456
    
    
    $
    239,630
    
    
    $
    239,630Cost of Sales
    
    
    95,973
    
    
    
    88,139
    
    
    
    88,139
    
    
    
    177,430
    
    
    
    164,063
    
    
    
    164,063Gross Profit
    
    $
    38,863
    
    
    $
    34,510
    
    
    $
    34,510
    
    
    $
    79,026
    
    
    $
    75,567
    
    
    $
    75,567Income (loss) from operations
    
    $
    746
    
    
    $
    (523
    )
    
    $
    (523
    )
    
    $
    4,590
    
    
    $
    5,407
    
    
    $
    5,407Fixed assets additions
    
    $
    2,027
    
    
    $
    3,235
    
    
    $
    3,235
    
    
    $
    3,305
    
    
    $
    5,554
    
    
    $
    5,572Amortization and Depreciation
    
    $
    7,200
    
    
    $
    6,746
    
    
    $
    7,414
    
    
    $
    15,168
    
    
    $
    11,753
    
    
    $
    12,896
  Three Months Ended
    
    
    Nine Months EndedDecember 31, 2006
    
    
    December 31, 2006(as reported)
    
    
    (as restated)
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    $
    77,847
    
    
    $
    77,847
    
    
    $
    216,548
    
    
    $
    216,595Cost of Sales
    
    
    58,620
    
    
    
    58,620
    
    
    
    161,703
    
    
    
    165,061Gross Profit
    
    $
    19,227
    
    
    $
    19,227
    
    
    $
    54,845
    
    
    $
    51,534Income (loss) from operations
    
    $
    4,410
    
    
    $
    4,413
    
    
    $
    21,012
    
    
    $
    13,860Fixed assets additions
    
    $
    773
    
    
    $
    773
    
    
    $
    4,442
    
    
    $
    4,441Amortization and Depreciation
    
    $
    2,813
    
    
    $
    6,400
    
    
    $
    9,216
    
    
    $
    15,523Fab Automation Products:Net sales
    
    $
    48,288
    
    
    $
    48,288
    
    
    $
    149,217
    
    
    $
    149,170Cost of Sales
    
    
    29,399
    
    
    
    29,399
    
    
    
    90,379
    
    
    
    87,021Gross Profit
    
    $
    18,889
    
    
    $
    18,889
    
    
    $
    58,838
    
    
    $
    62,149Income (loss) from operations
    
    $
    (1,727
    )
    
    $
    (1,730
    )
    
    $
    (12,922
    )
    
    $
    (5,770
    )Fixed assets additions
    
    $
    142
    
    
    $
    142
    
    
    $
    2,027
    
    
    $
    2,046Amortization and Depreciation
    
    $
    4,589
    
    
    $
    1,715
    
    
    $
    9,939
    
    
    $
    5,488Consolidated:Net sales
    
    $
    126,135
    
    
    $
    126,135
    
    
    $
    365,765
    
    
    $
    365,765Cost of Sales
    
    
    88,019
    
    
    
    88,019
    
    
    
    252,082
    
    
    
    252,082Gross Profit
    
    $
    38,116
    
    
    $
    38,116
    
    
    $
    113,683
    
    
    $
    113,683Income (loss) from operations
    
    $
    2,683
    
    
    $
    2,683
    
    
    $
    8,090
    
    
    $
    8,090Fixed assets additions
    
    $
    915
    
    
    $
    915
    
    
    $
    6,469
    
    
    $
    6,487Amortization and Depreciation
    
    $
    7,402
    
    
    $
    8,115
    
    
    $
    19,155
    
    
    $
    21,011
    19




---



##### Table of Contents



Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Customer A
    
    
    23.2
    %
    
    
    20.5
    %
    
    
    21.1
    %
    
    
    18.7
    %Customer B
    
    
    
    
    
    
    10.9
    %
    
    
    10.8
    %
    
    
    Customer C
    
    
    12.2
    %
    
    
    15.6
    %
    
    
    
    
    
    
    13.4
    %
  13. DEBT
  September 30,
    
    
    March 31,2007
    
    
    2007Convertible subordinated notes
    
    $
    
    
    
    $
    86,250Short-term loans
    
    
    25,963
    
    
    
    Long-term loans
    
    
    104,600
    
    
    
    58,782Capital leases
    
    
    248
    
    
    
    329Total debt and capital leases
    
    
    130,811
    
    
    
    145,361Less: Current portion of long-term debt and capital leases
    
    
    (30,242
    )
    
    
    (58,949
    )Long-term debt and capital leases net of current portion
    
    $
    100,569
    
    
    $
    86,412
  Fiscal Year Ending March 31,
    
    AmountRemaining portion of 2008
    
    $
    2,2012009
    
    
    32,2872010
    
    
    12,6052011
    
    
    18,9702012 and thereafter
    
    
    64,748Total
    
    $
    130,811
 Credit Facility
   20




---



##### Table of Contents



Convertible Subordinated Notes
 3 4
 Other Lines of Credit
  14. RELATED-PARTY TRANSACTIONS
  September 30,
    
    March 31,2007
    
    2007Accounts payable and notes payable due to Shinko
    
    $
    24,381
    
    
    $
    24,694Accrued liabilities due to Shinko
    
    
    289
    
    
    
    304Accrued liabilities due to Shinko relating to ATJ acquisition
    
    
    11,270
    
    
    
    11,439Accounts receivable from MECS Korea
    
    
    7
    
    
    
    6Accounts payable due to MECS Korea
    
    
    50
    
    
    
    228Accrued liabilities due to MECS Korea
    
    
    15
    
    
    
    13
  21




---



##### Table of Contents



Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Material and service purchases from Shinko
    
    $
    15,161
    
    
    $
    18,662
    
    
    $
    29,159
    
    
    $
    31,920Sales to MECS Korea
    
    
    7
    
    
    
    4
    
    
    
    24
    
    
    
    32Purchases from MECS Korea
    
    
    220
    
    
    
    24
    
    
    
    267
    
    
    
    24
 15. COMMITMENTS AND CONTINGENCIES
 Lease Commitments
  Fiscal Year Ending March 31,
    
    Capital Lease
    
    
    Operating LeaseRemaining portion of 2008
    
    $
    90
    
    
    $
    3,2842009
    
    
    148
    
    
    
    3,1982010
    
    
    6
    
    
    
    1,9122011
    
    
    5
    
    
    
    1,4302012 and thereafter
    
    
    1
    
    
    
    2,763Total
    
    
    250
    
    
    $
    12,587Less: interest
    
    
    (2
    )Present value of minimum lease payments
    
    
    248Less: current portion of capital leases
    
    
    (160
    )Capital leases, net of current portion
    
    $
    88
  Purchase Commitments
  Legal Contingencies
 Our Patent Infringement Action against Jenoptik AG
   22




---



##### Table of Contents



Daifukus Patent Infringement Action Against Us
  Derivative Action filed Against Current and Former Directors & Officers Relating to Past Stock
Option Grants & Practices
 In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et. seq.
 Other Matters
  23




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##### Table of Contents



Indemnifications
   24




---



##### Table of Contents



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
  Critical Accounting Policies and Estimates
   Income Taxes
 26




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##### Table of Contents



Results of Operations for the Three and Six Months Ended September 30, 2007 and 2006
   Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2006 (1)
    
    
    2007
    
    
    2006
    
    
    2006 (1)(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    $
    86,227
    
    
    $
    72,444
    
    
    $
    72,470
    
    
    $
    162,536
    
    
    $
    138,701
    
    
    $
    138,748Cost of Sales
    
    
    69,081
    
    
    
    56,527
    
    
    
    59,885
    
    
    
    124,863
    
    
    
    103,083
    
    
    
    106,441Gross Profit
    
    $
    17,146
    
    
    $
    15,917
    
    
    $
    12,585
    
    
    $
    37,673
    
    
    $
    35,618
    
    
    $
    32,307Income (loss) from operations
    
    $
    (2,742
    )
    
    $
    8,459
    
    
    $
    1,283
    
    
    $
    150
    
    
    $
    16,602
    
    
    $
    9,449Fab Automation Products:Net sales
    
    $
    48,609
    
    
    $
    50,205
    
    
    $
    50,179
    
    
    $
    93,920
    
    
    $
    100,929
    
    
    $
    100,882Cost of Sales
    
    
    26,892
    
    
    
    31,612
    
    
    
    28,254
    
    
    
    52,567
    
    
    
    60,980
    
    
    
    57,622Gross Profit
    
    $
    21,717
    
    
    $
    18,593
    
    
    $
    21,925
    
    
    $
    41,353
    
    
    $
    39,949
    
    
    $
    43,260Income (loss) from operations
    
    $
    3,488
    
    
    $
    (8,982
    )
    
    $
    (1,806
    )
    
    $
    4,440
    
    
    $
    (11,195
    )
    
    $
    (4,042
    )Consolidated:Net sales
    
    $
    134,836
    
    
    $
    122,649
    
    
    $
    122,649
    
    
    $
    256,456
    
    
    $
    239,630
    
    
    $
    239,630Cost of Sales
    
    
    95,973
    
    
    
    88,139
    
    
    
    88,139
    
    
    
    177,430
    
    
    
    164,063
    
    
    
    164,063Gross Profit
    
    $
    38,863
    
    
    $
    34,510
    
    
    $
    34,510
    
    
    $
    79,026
    
    
    $
    75,567
    
    
    $
    75,567Income (loss) from operations
    
    $
    746
    
    
    $
    (523
    )
    
    $
    (523
    )
    
    $
    4,590
    
    
    $
    5,407
    
    
    $
    5,407
 
 1   See Note 12, Reportable Segments, in Notes to Condensed Consolidated Financial
Statements. 27




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2006(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    
    63.9
    %
    
    
    59.1
    %
    
    
    59.1
    %
    
    
    63.4
    %
    
    
    57.9
    %
    
    
    57.9
    %Cost of Sales
    
    
    51.2
    %
    
    
    46.1
    %
    
    
    48.8
    %
    
    
    48.7
    %
    
    
    43.0
    %
    
    
    44.4
    %Gross Profit
    
    
    12.7
    %
    
    
    13.0
    %
    
    
    10.3
    %
    
    
    14.7
    %
    
    
    14.9
    %
    
    
    13.5
    %Income from operations
    
    
    (2.0
    )%
    
    
    6.9
    %
    
    
    1.0
    %
    
    
    0.1
    %
    
    
    6.9
    %
    
    
    3.9
    %Fab Automation Products:Net sales
    
    
    36.1
    %
    
    
    40.9
    %
    
    
    40.9
    %
    
    
    36.6
    %
    
    
    42.1
    %
    
    
    42.1
    %Cost of Sales
    
    
    20.0
    %
    
    
    25.8
    %
    
    
    23.1
    %
    
    
    20.5
    %
    
    
    25.4
    %
    
    
    24.1
    %Gross Profit
    
    
    16.1
    %
    
    
    15.1
    %
    
    
    17.8
    %
    
    
    16.1
    %
    
    
    16.7
    %
    
    
    18.0
    %Income (loss) from operations
    
    
    2.6
    %
    
    
    (7.3
    )%
    
    
    (1.4
    )%
    
    
    1.7
    %
    
    
    (4.7
    )%
    
    
    (1.6
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    71.2
    %
    
    
    71.9
    %
    
    
    71.9
    %
    
    
    69.2
    %
    
    
    68.5
    %
    
    
    68.5
    %Gross Profit
    
    
    28.8
    %
    
    
    28.1
    %
    
    
    28.1
    %
    
    
    30.8
    %
    
    
    31.5
    %
    
    
    31.5
    %Income from operations
    
    
    0.6
    %
    
    
    (0.4
    )%
    
    
    (0.4
    )%
    
    
    1.8
    %
    
    
    2.2
    %
    
    
    2.3
    %
 Second Quarter of 2008 Compared to Second Quarter of 2007
 Net Sales
 Consolidated
  AMHS
  Fab Automation
  First Six Months of 2008 Compared to First Six Months of 2007
 Net Sales
 Consolidated
  28




---



##### Table of Contents



AMHS
  Fab Automation
  Comparison of Expenses, Gross Margin, Interest & Other Income, and Income Taxes
  Three Months Ended
    
    Six Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    71.2
    %
    
    
    71.9
    %
    
    
    69.2
    %
    
    
    68.5
    %Gross profit
    
    
    28.8
    %
    
    
    28.1
    %
    
    
    30.8
    %
    
    
    31.5
    %Operating expenses:Research and development
    
    
    6.7
    %
    
    
    7.6
    %
    
    
    6.7
    %
    
    
    7.5
    %Selling, general and administrative
    
    
    17.4
    %
    
    
    16.6
    %
    
    
    17.6
    %
    
    
    17.5
    %Amortization of acquired intangible assets
    
    
    3.8
    %
    
    
    4.3
    %
    
    
    4.3
    %
    
    
    3.6
    %Restructuring and other charges
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    0.4
    %
    
    
    0.7
    %Total operating expenses
    
    
    28.2
    %
    
    
    28.5
    %
    
    
    29.0
    %
    
    
    29.3
    %Income
(loss) from operations
    
    
    0.6
    %
    
    
    (0.4
    )%
    
    
    1.8
    %
    
    
    2.2
    %Interest and
other income (expense), net:Interest income
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.5
    %Interest expense
    
    
    (1.8
    )%
    
    
    (1.9
    )%
    
    
    (1.9
    )%
    
    
    (1.6
    )%Write-off of fees related to early extinguishment of debt and early
redemption of convertible securities
    
    
    (2.4
    )%
    
    
    
    %
    
    
    (1.2
    )%
    
    
    
    %Other income, net
    
    
    2.7
    %
    
    
    0.8
    %
    
    
    0.7
    %
    
    
    0.8
    %Interest and other income (expense), net
    
    
    (1.1
    )%
    
    
    (0.7
    )%
    
    
    (2.0
    )%
    
    
    (0.3
    )%(Loss) income before income taxes and minority interest
    
    
    (0.5
    )%
    
    
    (1.1
    )%
    
    
    (0.2
    )%
    
    
    1.9
    %Benefit from (provision for) income taxes
    
    
    0.8
    %
    
    
    (1.4
    )%
    
    
    0.2
    %
    
    
    (2.5
    )%Minority interest
    
    
    0.0
    %
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    (0.7
    )%Net income (loss) prior to cumulative effect of change in accounting principle
    
    
    0.3
    %
    
    
    (2.2
    )%
    
    
    0.0
    %
    
    
    (1.3
    )%Cumulative effect of change in accounting principle
    
    
    
    %
    
    
    0.0
    %
    
    
    
    %
    
    
    0.0
    %Net income (loss)
    
    
    0.3
    %
    
    
    (2.2
    )%
    
    
    0.0
    %
    
    
    (1.3
    )%
 29




---



##### Table of Contents



Second Quarter of 2008 Compared to Second Quarter of 2007
 Gross Margin
 Consolidated
  AMHS
  Fab Automation
  First Six Months of 2008 Compared to First Six Months of 2007
 Gross Margin
 Consolidated
  AMHS
  Fab Automation
  30




---



##### Table of Contents



Research and Development
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeResearch and development
    
    $
    9,075
    
    
    $
    9,402
    
    
    $
    (327
    )
    
    $
    17,374
    
    
    $
    17,989
    
    
    $
    (615
    )Percentage of total net sales
    
    
    6.7
    %
    
    
    7.6
    %
    
    
    
    
    
    
    6.7
    %
    
    
    7.5
    %
    Selling, General and Administrative
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeSelling, general and administrative
    
    $
    23,485
    
    
    $
    20,434
    
    
    $
    3,051
    
    
    $
    45,153
    
    
    $
    41,838
    
    
    $
    3,315Percentage of total net sales
    
    
    17.4
    %
    
    
    16.6
    %
    
    
    
    
    
    
    17.6
    %
    
    
    17.5
    %
   Amortization of Acquired Intangibles Assets
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeAmortization of acquired intangible assets
    
    $
    5,121
    
    
    $
    5,225
    
    
    $
    (104
    )
    
    $
    10,928
    
    
    $
    8,549
    
    
    $
    2,379Percentage of total net sales
    
    
    3.8
    %
    
    
    4.3
    %
    
    
    
    
    
    
    4.3
    %
    
    
    3.6
    %
  31




---



##### Table of Contents



Restructuring Charges
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands, except percentage)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRestructuring charges (credits)
    
    $
    436
    
    
    $
    (28
    )
    
    $
    464
    
    
    $
    981
    
    
    $
    1,784
    
    
    $
    (803
    )Percentage of total net sales
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    
    
    
    
    0.4
    %
    
    
    0.7
    %
   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
    
    
    
    695Reclass from other long-term liability
    
    
    
    
    
    
    41
    
    
    
    41Additional accruals
    
    
    43
    
    
    
    393
    
    
    
    436Non-cash related utilization
    
    
    
    
    
    
    (106
    )
    
    
    (106
    )Amounts paid in cash
    
    
    (147
    )
    
    
    (285
    )
    
    
    (432
    )Balance, September 30, 2007
    
    $
    8
    
    
    $
    626
    
    
    $
    634
 Interest Income, Interest Expense and Other Income, Net
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeInterest income
    
    $
    477
    
    
    $
    539
    
    
    $
    (62
    )
    
    $
    1,061
    
    
    $
    1,276
    
    
    $
    (215
    )Interest expense
    
    
    (2,408
    )
    
    
    (2,319
    )
    
    
    (89
    )
    
    
    (4,895
    )
    
    
    (3,946
    )
    
    
    (949
    )Write-off of fees related to early
extinguishment of debt and early redemption
of convertible securities
    
    
    (3,135
    )
    
    
    
    
    
    
    (3,135
    )
    
    
    (3,135
    )
    
    
    
    
    
    
    (3,135
    )Other income, net
    
    
    3,672
    
    
    
    1,010
    
    
    
    2,662
    
    
    
    1,824
    
    
    
    1,796
    
    
    
    28Interest and other income (expense), net loss
    
    $
    (1,394
    )
    
    $
    (770
    )
    
    $
    (624
    )
    
    $
    (5,145
    )
    
    $
    (874
    )
    
    $
    (4,271
    )
     32




---



##### Table of Contents



Income Taxes
 Three Months Ended
    
    
    
    
    
    
    Six Months Ended(in thousands, except percentage)
    
    September 30,
    
    
    
    
    
    
    September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeBenefit from (Provision for) income taxes
    
    $
    1,115
    
    
    $
    (1,770
    )
    
    $
    2,885
    
    
    $
    641
    
    
    $
    (6,092
    )
    
    $
    6,733Percentage of total net sales
    
    
    0.8
    %
    
    
    (1.4
    )%
    
    
    
    
    
    
    0.2
    %
    
    
    (2.5
    )%
        33




---



##### Table of Contents



Results of Operations for the Three and Six Months Ended September 30, 2006 and 2005 
RESTATED
  Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2006 (2)
    
    
    2005
    
    
    2006
    
    
    2006 (2)
    
    
    2005(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    $
    72,444
    
    
    $
    72,470
    
    
    $
    85,402
    
    
    $
    138,701
    
    
    $
    138,748
    
    
    $
    162,751Cost of Sales
    
    
    56,527
    
    
    
    59,885
    
    
    
    56,965
    
    
    
    103,083
    
    
    
    106,441
    
    
    
    114,062Gross Profit
    
    $
    15,917
    
    
    $
    12,585
    
    
    $
    28,437
    
    
    $
    35,618
    
    
    $
    32,307
    
    
    $
    48,689Income (loss) from operations
    
    $
    8,459
    
    
    $
    1,283
    
    
    $
    13,646
    
    
    $
    16,602
    
    
    $
    9,449
    
    
    $
    21,446Fab Automation Products:Net sales
    
    $
    50,205
    
    
    $
    50,179
    
    
    $
    39,193
    
    
    $
    100,929
    
    
    $
    100,882
    
    
    $
    79,295Cost of Sales
    
    
    31,612
    
    
    
    28,254
    
    
    
    24,180
    
    
    
    60,980
    
    
    
    57,622
    
    
    
    50,826Gross Profit
    
    $
    18,593
    
    
    $
    21,925
    
    
    $
    15,013
    
    
    $
    39,949
    
    
    $
    43,260
    
    
    $
    28,469Income (loss) from operations
    
    $
    (8,982
    )
    
    $
    (1,806
    )
    
    $
    (4,254
    )
    
    $
    (11,195
    )
    
    $
    (4,042
    )
    
    $
    (9,684
    )Consolidated:Net sales
    
    $
    122,649
    
    
    $
    122,649
    
    
    $
    124,595
    
    
    $
    239,630
    
    
    $
    239,630
    
    
    $
    242,046Cost of Sales
    
    
    88,139
    
    
    
    88,139
    
    
    
    81,145
    
    
    
    164,063
    
    
    
    164,063
    
    
    
    164,888Gross Profit
    
    $
    34,510
    
    
    $
    34,510
    
    
    $
    43,450
    
    
    $
    75,567
    
    
    $
    75,567
    
    
    $
    77,158Income (loss) from operations
    
    $
    (523
    )
    
    $
    (523
    )
    
    $
    9,392
    
    
    $
    5,407
    
    
    $
    5,407
    
    
    $
    11,762
   Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2005(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    
    59.1
    %
    
    
    59.1
    %
    
    
    68.5
    %
    
    
    57.9
    %
    
    
    57.9
    %
    
    
    67.2
    %Cost of Sales
    
    
    46.1
    %
    
    
    48.8
    %
    
    
    45.7
    %
    
    
    43.0
    %
    
    
    44.4
    %
    
    
    47.1
    %Gross Profit
    
    
    13.0
    %
    
    
    10.3
    %
    
    
    22.8
    %
    
    
    14.9
    %
    
    
    13.5
    %
    
    
    20.1
    %Income from operations
    
    
    6.9
    %
    
    
    1.0
    %
    
    
    11.0
    %
    
    
    6.9
    %
    
    
    3.9
    %
    
    
    8.9
    %Fab Automation Products:Net sales
    
    
    40.9
    %
    
    
    40.9
    %
    
    
    31.5
    %
    
    
    42.1
    %
    
    
    42.1
    %
    
    
    32.8
    %Cost of Sales
    
    
    25.8
    %
    
    
    23.1
    %
    
    
    19.4
    %
    
    
    25.4
    %
    
    
    24.1
    %
    
    
    21.0
    %Gross Profit
    
    
    15.1
    %
    
    
    17.8
    %
    
    
    12.1
    %
    
    
    16.7
    %
    
    
    18.0
    %
    
    
    11.8
    %Income (loss) from operations
    
    
    (7.3
    )%
    
    
    (1.4
    )%
    
    
    (3.5
    )%
    
    
    (4.7
    )%
    
    
    (1.6
    )%
    
    
    (4.0
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    71.9
    %
    
    
    71.9
    %
    
    
    65.1
    %
    
    
    68.5
    %
    
    
    68.5
    %
    
    
    68.1
    %Gross Profit
    
    
    28.1
    %
    
    
    28.1
    %
    
    
    34.9
    %
    
    
    31.5
    %
    
    
    31.5
    %
    
    
    31.9
    %Income from operations
    
    
    (0.4
    )%
    
    
    (0.4
    )%
    
    
    7.5
    %
    
    
    2.2
    %
    
    
    2.3
    %
    
    
    4.9
    %
 Gross Margin
 Consolidated
  34




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##### Table of Contents



AMHS
   Fab Automation
   Results of Operations for the Three and Nine Months Ended December 31, 2006 and 2005  RESTATED
  35




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2006 (3)
    
    
    2005
    
    
    2006
    
    
    2006 (3)
    
    
    2005(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    $
    77,847
    
    
    $
    77,847
    
    
    $
    67,337
    
    
    $
    216,548
    
    
    $
    216,595
    
    
    $
    230,135Cost of Sales
    
    
    58,620
    
    
    
    58,620
    
    
    
    41,775
    
    
    
    161,703
    
    
    
    165,061
    
    
    
    155,837Gross Profit
    
    $
    19,227
    
    
    $
    19,227
    
    
    $
    25,562
    
    
    $
    54,845
    
    
    $
    51,534
    
    
    $
    74,298Income (loss) from operations
    
    $
    4,410
    
    
    $
    4,413
    
    
    $
    14,520
    
    
    $
    21,012
    
    
    $
    13,860
    
    
    $
    36,013Fab Automation Products:Net sales
    
    $
    48,288
    
    
    $
    48,288
    
    
    $
    39,487
    
    
    $
    149,217
    
    
    $
    149,170
    
    
    $
    118,735Cost of Sales
    
    
    29,399
    
    
    
    29,399
    
    
    
    23,073
    
    
    
    90,379
    
    
    
    87,021
    
    
    
    73,899Gross Profit
    
    $
    18,889
    
    
    $
    18,889
    
    
    $
    16,414
    
    
    $
    58,838
    
    
    $
    62,149
    
    
    $
    44,836Income (loss) from operations
    
    $
    (1,727
    )
    
    $
    (1,730
    )
    
    $
    (3,537
    )
    
    $
    (12,922
    )
    
    $
    (5,770
    )
    
    $
    (13,268
    )Consolidated:Net sales
    
    $
    126,135
    
    
    $
    126,135
    
    
    $
    106,824
    
    
    $
    365,765
    
    
    $
    365,765
    
    
    $
    348,870Cost of Sales
    
    
    88,019
    
    
    
    88,019
    
    
    
    64,848
    
    
    
    252,082
    
    
    
    252,082
    
    
    
    229,736Gross Profit
    
    $
    38,116
    
    
    $
    38,116
    
    
    $
    41,976
    
    
    $
    113,683
    
    
    $
    113,683
    
    
    $
    119,134Income (loss) from operations
    
    $
    2,683
    
    
    $
    2,683
    
    
    $
    10,983
    
    
    $
    8,090
    
    
    $
    8,090
    
    
    $
    22,745
   Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2005(as reported)
    
    
    (as restated)
    
    
    
    
    
    
    (as reported)
    
    
    (as restated)AMHS:Net sales
    
    
    61.7
    %
    
    
    61.7
    %
    
    
    63.0
    %
    
    
    59.2
    %
    
    
    59.2
    %
    
    
    66.0
    %Cost of Sales
    
    
    46.5
    %
    
    
    46.5
    %
    
    
    39.1
    %
    
    
    44.2
    %
    
    
    45.1
    %
    
    
    44.7
    %Gross Profit
    
    
    15.2
    %
    
    
    15.2
    %
    
    
    23.9
    %
    
    
    15.0
    %
    
    
    14.1
    %
    
    
    21.3
    %Income from operations
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    13.6
    %
    
    
    6.7
    %
    
    
    3.8
    %
    
    
    10.3
    %Fab Automation Products:Net sales
    
    
    38.3
    %
    
    
    38.3
    %
    
    
    37.0
    %
    
    
    40.8
    %
    
    
    40.8
    %
    
    
    34.0
    %Cost of Sales
    
    
    23.3
    %
    
    
    23.3
    %
    
    
    21.6
    %
    
    
    24.7
    %
    
    
    23.8
    %
    
    
    21.2
    %Gross Profit
    
    
    15.0
    %
    
    
    15.0
    %
    
    
    15.4
    %
    
    
    16.1
    %
    
    
    17.0
    %
    
    
    12.9
    %Income (loss) from operations
    
    
    (1.4
    )%
    
    
    (1.4
    )%
    
    
    (3.3
    )%
    
    
    (4.5
    )%
    
    
    (1.6
    )%
    
    
    (3.8
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    69.8
    %
    
    
    69.8
    %
    
    
    60.7
    %
    
    
    68.9
    %
    
    
    68.9
    %
    
    
    65.9
    %Gross Profit
    
    
    30.2
    %
    
    
    30.2
    %
    
    
    39.3
    %
    
    
    31.1
    %
    
    
    31.1
    %
    
    
    34.1
    %Income from operations
    
    
    2.1
    %
    
    
    2.1
    %
    
    
    10.3
    %
    
    
    2.2
    %
    
    
    2.2
    %
    
    
    6.5
    %
 Gross Margin
 Consolidated
   AMHS
  36




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Fab Automation
   37




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Liquidity and Capital Resources
   Six Months EndedSeptember 30,2007
    
    2006Net cash (used in) provided by operating activities
    
    $
    (10.7
    )
    
    $
    2.4Net cash used in investing activities
    
    $
    (3.3
    )
    
    $
    (95.0
    )Net cash (used in) provided by financing activities
    
    $
    (21.8
    )
    
    $
    85.4
 Cash Flows from Operating Activities
  Net income
    
    $
    0.1Depreciation and amortization
    
    
    14.5Amortization
of deferred financing costs
    
    
    0.7Stock-based compensation expense
    
    
    3.6Write-off of
fees related to early extinguishment of debt
    
    
    2.4Deferred taxes, net
    
    
    (3.5
    )Other non-cash charges
    
    
    1.2Increase in accounts receivable
    
    
    (32.4
    )Decrease in inventories
    
    
    16.2Decrease in prepaid expenses and other assets
    
    
    8.3Decrease in accounts payable, accrued liabilities and deferred margin
    
    
    (21.8
    )Net cash used in operating activities
    
    $
    (10.7
    )
      38




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Cash Flows from Investing Activities
   Cash Flows from Financing Activities
   Credit Facility
     39




---



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Convertible Subordinated Notes
 3 4
 Other Debt Financing Arrangements
  Acquisition and Related Debt Financing Facility
    Other Liquidity Considerations
   40




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##### Table of Contents



Recent Accounting Pronouncements
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk.
   Foreign Currency Exchange Risk
  41




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##### Table of Contents



Strengthening in
    
    
    No change in
    
    
    Weakening inJapanese Yen of
    
    
    Japanese Yen
    
    
    Japanese Yen ofX percent
    
    
    exchange rate
    
    
    X percent10
    %
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    10
    %Net income (loss) for the six months ended September 30, 2007
    
    $
    1,119
    
    
    $
    569
    
    
    $
    73
    
    
    $
    (376
    )
    
    $
    (783
    )
  .
 
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
     42




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##### Table of Contents



Managements Remediation Initiatives
         Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 We have a history of significant losses.
 43




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We face potential risks in connection with our outstanding indebtedness; if we are not able to
comply with the requirements of this debt on a timely basis, our ability to discharge our
obligations under this indebtedness, liquidity and business may be harmed.
    3 4
   
    
    As of September 30, 2007, we had a total available borrowing capacity of 6.7 billion
Japanese Yen or approximately $57.9 million at the exchange rate as of September 30, 2007.
The borrowing capacity was increased during the quarter by adding additional lines of credit
to the available borrowing capacity that was in place as of June 30, 2007.
    
    The administrative agent currently requires us periodically to make principal
pre-payments to the extent the outstanding Yen borrowings under the term loan facility
exceed $85 million on a dollar equivalent basis.
    
    Under the $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.
 44




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##### Table of Contents




    
    We also maintain under the 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 ATJ from Shinko.
        45




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If we need additional financing to meet our working capital needs, to finance capital expenditures
or to fund operations, we may not be able to obtain such financing on terms favorable to us, if at
all.
  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.
    Our global operations subject us to risks that may negatively affect our results of operations and
financial condition.
  46




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##### Table of Contents




    
    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;
    
    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.
  47




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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.
  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.
  48




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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.
     Our results of operations could vary as a result of the methods, estimates, and judgments we use
in applying our accounting policies.
  49




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##### Table of Contents



Changes in our effective tax rate may have an adverse effect on our results of operations.
  
    
    the jurisdictions in which profits are determined to be earned and taxed;
    
    the resolution of issues arising from tax audits with various tax authorities;
    
    changes in the valuation of our deferred tax assets and liabilities;
    
    adjustments to estimated taxes upon finalization of various tax returns;
    
    changes in share-based compensation expense;
    
    changes in tax laws or the interpretation of such tax laws and changes in generally
accepted accounting principles; and/or
    
    the repatriation of non-U.S. earnings for which we have not previously provided for U.S.
taxes.
  We may not be able to integrate efficiently the operations of our acquisitions, and may incur
substantial losses in the divestiture of assets or operations.
  50




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##### Table of Contents



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.
    We may not effectively compete in a highly competitive semiconductor manufacturing equipment
industry.
   51




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##### Table of Contents



ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  2.
    
    At the meeting, the following individuals were elected to serve as members of our Board
of Directors until the next Annual Meeting of Shareholders and until their successors are
elected and have qualified:
 Nominees:
 FOR
    
    
    WITHHELDStephen S. Schwartz, Ph.D.
    
    
    43,765,035
    
    
    
    1,091,228Stanley Grubel
    
    
    38,295,855
    
    
    
    6,560,408Tsuyoshi E. Kawanishi
    
    
    25,937,117
    
    
    
    18,919,146Robert A. McNamara
    
    
    43,552,194
    
    
    
    1,304,069Anthony E. Santelli
    
    
    41,041,211
    
    
    
    3,815,052William Simon
    
    
    42,742,104
    
    
    
    2,114,159Walter W. Wilson
    
    
    41,435,479
    
    
    
    3,420,784
  3.
    
    To approve amendments to our 2003 Equity Incentive Plan:
 FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE28,778,216
    
    6,088,713
    
    39,311
    
    9,950,023
 4.
    
    To ratify the selection of PricewaterhouseCoopers, LLP as our independent registered
public accounting firm for the fiscal year 2008:
 FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE44,501,028
    
    245,401
    
    109,834
    
    
 52




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##### Table of Contents



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.
    
    8-K
    
    
    3.2
    
    
    000-22470
    
    10/16/20073.3
    
    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
    
    6/29/19984.3
    
    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
    
    8/14/200110.32 *
    
    2003 Equity Incentive Plan as amended and
approved by the Registrants shareholders
through September 18, 2007.
    
    14A
    
    App. A
    
    000-22430
    
    7/27/200710.55 *
    
    Release Agreement between the Company and
Alan Lowe, dated September 12, 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 53




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##### Table of Contents



ASYST TECHNOLOGIES, INC.Date: November 8, 2007
    By:
    /s/ MICHAEL A. SICUROMichael A. SicuroChief Financial OfficerBy:
    /s/ AARON L. TACHIBANAAaron L. TachibanaPrincipal Accounting Officer  54




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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.
    
    8-K
    
    
    3.2
    
    
    000-22470
    
    10/16/20073.3
    
    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
    
    6/29/19984.3
    
    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
    
    8/14/200110.32 *
    
    2003 Equity Incentive Plan as amended and
approved by the Registrants shareholders
through September 18, 2007.
    
    14A
    
    App. A
    
    000-22430
    
    7/27/200710.55 *
    
    Release Agreement between the Company and
Alan Lowe, dated September 12, 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 55