##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 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 Employerof incorporation or organization)
    
    Identification Number)
 46897 Bayside Parkway, Fremont, California 94538  (Address of principal executive offices, including zip code)
 (510) 661-5000  (Registrants telephone number, including area code)
 o þ
  o þ o
 o þ




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##### 



ASYST TECHNOLOGIES, INC.
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:
    
    3Condensed Consolidated Balance Sheets  June 30, 2006 and March 31, 2006
    
    3Condensed Consolidated Statements of Operations  Three-Month Periods Ended June 30, 2006 and 2005 (as restated)
    
    4Condensed Consolidated Statements of Cash Flows  Three-Month Periods Ended June 30, 2006 and 2005 (as restated)
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    24Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    35Item 4.Controls and Procedures
    
    35PART II. OTHER INFORMATIONItem 1.Legal Proceedings
    
    39Item 1ARisk Factors
    
    40Item 6.Exhibits
    
    41SIGNATURES
    
    42EXHIBIT INDEX
    
    43EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 ITEM 1.
 ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    March 31,2006
    
    
    2006ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    98,109
    
    
    $
    94,622Short-term investments
    
    
    8,300
    
    
    
    15,304Accounts receivable, net
    
    
    154,928
    
    
    
    141,453Inventories
    
    
    42,946
    
    
    
    33,219Prepaid expenses and other current assets
    
    
    25,377
    
    
    
    26,831Total current assets
    
    
    329,660
    
    
    
    311,429Property and equipment, net
    
    
    23,559
    
    
    
    23,108Goodwill
    
    
    59,444
    
    
    
    58,840Intangible assets, net
    
    
    16,008
    
    
    
    19,334Other assets
    
    
    2,858
    
    
    
    2,583Total assets
    
    $
    431,529
    
    
    $
    415,294LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    12,766
    
    
    $
    1,443Current portion of long-term debt and capital leases
    
    
    1,041
    
    
    
    1,368Accounts payable
    
    
    77,587
    
    
    
    75,376Accounts payable-related parties
    
    
    15,448
    
    
    
    13,409Accrued and other liabilities
    
    
    66,019
    
    
    
    62,902Deferred margin
    
    
    5,204
    
    
    
    5,335Total current liabilities
    
    
    178,065
    
    
    
    159,833LONG-TERM LIABILITIESLong-term debt and capital leases, net of current portion
    
    
    86,939
    
    
    
    87,168Deferred tax liability
    
    
    2,250
    
    
    
    3,119Other long-term liabilities
    
    
    10,459
    
    
    
    10,974Total long-term liabilities
    
    
    99,648
    
    
    
    101,261COMMITMENTS
AND CONTINGENCIES (see Notes 12 and 13)MINORITY INTEREST
    
    
    64,293
    
    
    
    66,521SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares - 300,000,000Outstanding shares - 48,662,488 and 48,462,235 shares at June 30,
2006 and March 31, 2006, respectivelyAdditional paid-in-capital
    
    
    473,728
    
    
    
    473,422Deferred stock-based compensation
    
    
    
    
    
    
    (1,319
    )Accumulated deficit
    
    
    (385,658
    )
    
    
    (385,178
    )Accumulated other comprehensive income
    
    
    1,453
    
    
    
    754Total shareholders equity
    
    
    89,523
    
    
    
    87,679Total liabilities, minority interest and shareholders equity
    
    $
    431,529
    
    
    $
    415,294
  3




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##### Table of Contents



ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedJune 30,2006
    
    
    2005(as restated)NET SALES
    
    $
    116,981
    
    
    $
    117,451COST OF SALES
    
    
    75,925
    
    
    
    83,743Gross profit
    
    
    41,056
    
    
    
    33,708OPERATING EXPENSES:Research and development
    
    
    8,587
    
    
    
    7,102Selling, general and administrative
    
    
    21,402
    
    
    
    19,225Amortization of acquired intangible assets
    
    
    3,324
    
    
    
    4,918Restructuring and other charges
    
    
    1,812
    
    
    
    93Total operating expenses
    
    
    35,125
    
    
    
    31,338Income from operations
    
    
    5,931
    
    
    
    2,370INTEREST AND OTHER EXPENSE, NET:Interest income
    
    
    737
    
    
    
    523Interest expense
    
    
    (1,628
    )
    
    
    (1,599
    )Other income, net
    
    
    786
    
    
    
    517Interest and other expense, net
    
    
    (105
    )
    
    
    (559
    )INCOME BEFORE INCOME TAXES AND MINORITY
INTEREST
    
    
    5,826
    
    
    
    1,811PROVISION FOR INCOME TAXES
    
    
    (4,322
    )
    
    
    (3,101
    )MINORITY INTEREST
    
    
    (2,087
    )
    
    
    (2,404
    )NET LOSS PRIOR TO CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE
    
    
    (583
    )
    
    
    (3,694
    )Cumulative effect of change in accounting principle
    
    
    103
    
    
    
    NET LOSS
    
    $
    (480
    )
    
    $
    (3,694
    )BASIC AND DILUTED NET LOSS PER SHARE PRIOR TO
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
    
    $
    (0.01
    )
    
    $
    (0.08
    )Cumulative effect of change in accounting principle
    
    
    0.0
    
    
    
    0.0BASIC AND DILUTED NET LOSS PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.08
    )SHARES USED IN THE PER SHARE CALCULATION  Basic
and Diluted
    
    
    48,600
    
    
    
    47,812
  4




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ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedJune 30,2006
    
    
    2005(as restated)CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS
    
    $
    (480
    )
    
    $
    (3,694
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    5,482
    
    
    
    6,679Allowance for doubtful accounts
    
    
    (382
    )
    
    
    (2,124
    )Minority interest in net income in consolidated subsidiaries
    
    
    2,087
    
    
    
    2,404Loss on disposal of fixed assets
    
    
    56
    
    
    
    Stock-based compensation expense
    
    
    1,430
    
    
    
    677Cumulative effect of change in accounting principle
    
    
    (103
    )
    
    
    Amortization of lease incentive payments
    
    
    (156
    )
    
    
    Deferred taxes, net
    
    
    (1,015
    )
    
    
    966Changes in assets and liabilities, net of acquisitions:Accounts receivable, net
    
    
    (12,117
    )
    
    
    (1,673
    )Inventories
    
    
    (9,535
    )
    
    
    (4,069
    )Prepaid expenses and other assets
    
    
    1,391
    
    
    
    2,741Accounts payable, accrued and other liabilities and deferred margin
    
    
    (701
    )
    
    
    (29,108
    )Net cash used in operating activities
    
    
    (14,043
    )
    
    
    (27,201
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments
    
    
    
    
    
    
    (16,363
    )Sales or maturity of investments
    
    
    7,000
    
    
    
    23,375Purchases of property and equipment, net
    
    
    (1,151
    )
    
    
    (789
    )Net cash provided by  investing activities
    
    
    5,849
    
    
    
    6,223CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from line of credit
    
    
    91,480
    
    
    
    174,141Payments on line of credit
    
    
    (80,590
    )
    
    
    (139,500
    )Principal payments on long-term debt and capital leases
    
    
    (21
    )
    
    
    (1,133
    )Proceeds from issuance of common stock
    
    
    261
    
    
    
    20Net cash provided by  financing activities
    
    
    11,130
    
    
    
    33,528Effect of exchange rate changes on cash and cash equivalents
    
    
    551
    
    
    
    (712
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    3,487
    
    
    
    11,838CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    94,622
    
    
    
    55,094CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    98,109
    
    
    $
    66,932
  5




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##### Table of Contents



ASYST TECHNOLOGIES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1. ORGANIZATION OF THE COMPANY
       2. RESULTS OF INDEPENDENT DIRECTORS STOCK OPTION INVESTIGATION
      6




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Three Months EndedJune 30,2005(as reported)
    
    
    (adjustments)
    
    
    (as restated)REVENUE
    
    $
    117,451
    
    
    $
    
    
    
    $
    117,451COST OF SALES
    
    
    83,717
    
    
    
    26
    
    
    
    83,743Gross profit
    
    
    33,734
    
    
    
    (26
    )
    
    
    33,708OPERATING EXPENSES:Research and development
    
    
    7,067
    
    
    
    35
    
    
    
    7,102Selling, general and administrative
    
    
    19,179
    
    
    
    46
    
    
    
    19,225Amortization
of acquired intangible assets
    
    
    4,918
    
    
    
    
    
    
    
    4,918Restructuring
charges
    
    
    93
    
    
    
    
    
    
    
    93Total operating expenses
    
    
    31,257
    
    
    
    81
    
    
    
    31,338INCOME FROM OPERATIONS
    
    
    2,477
    
    
    
    (107
    )
    
    
    2,370INTEREST AND
OTHER INCOME, NETInterest
income
    
    
    523
    
    
    
    
    
    
    
    523Interest
expense
    
    
    (1,599
    )
    
    
    
    
    
    
    (1,599
    )Other
income, net
    
    
    517
    
    
    
    
    
    
    
    517INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
    
    
    1,918
    
    
    
    (107
    )
    
    
    1,811PROVISION
FOR INCOME TAXES
    
    
    (3,101
    )
    
    
    
    
    
    
    (3,101
    )MINORITY
INTEREST
    
    
    (2,404
    )
    
    
    
    
    
    
    (2,404
    )NET LOSS
    
    $
    (3,587
    )
    
    $
    (107
    )
    
    $
    (3,694
    )BASIC NET LOSS PER SHARE
    
    $
    (0.08
    )
    
    $
    (0.00
    )
    
    $
    (0.08
    )SHARES USED IN THE PER SHARE CALCULATION  Basic and
Diluted
    
    
    47,812
    
    
    
    47,812
    
    
    
    47,812
 7




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CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
 Three Months EndedJune
30, 2005as reported
    
    
    adjustments
    
    
    as restatedCASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (3,587
    )
    
    $
    (107
    )
    
    $
    (3,694
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    6,679
    
    
    
    
        
    
    
    6,679Minority interest in net income in consolidated subsidiary
    
    
    2,404
    
    
    
    
        
    
    
    2,404Stock-based compensation expense
    
    
    534
    
    
    
    143
        
    
    
    677Changes in assets and liabilities:Accounts receivable, net
    
    
    (3,797
    )
    
    
    
    
    
    
    (3,797
    )Inventories
    
    
    (4,069
    )
    
    
    
    
    
    
    (4,069
    )Prepaid expenses and other assets
    
    
    2,741
    
    
    
    
        
    
    
    2,741Accounts payable, accrued  liabilities and deferred margin
    
    
    (28,106
    )
    
    
    (36
    )
    
    
    (28,142
    )Net cash used in operating activities
    
    
    (27,201
    )
    
    
    
    
    
    
    (27,201
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of short-term investments
    
    
    (16,363
    )
    
    
    
    
    
    
    (16,363
    )Sales or maturity of short-term investments
    
    
    23,375
    
    
    
    
        
    
    
    23,375Purchase of property and equipment, net
    
    
    (789
    )
    
    
    
    
    
    
    (789
    )Net cash provided by investing activities
    
    
    6,223
    
    
    
    
        
    
    
    6,223CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from line of credit
    
    
    174,141
    
    
    
    
        
    
    
    174,141Payments on line of credit
    
    
    (139,500
    )
    
    
    
        
    
    
    (139,500
    )Principal payments on long-term debt and capital leases
    
    
    (1,133
    )
    
    
    
    
    
    
    (1,133
    )Proceeds from issuance of common stock
    
    
    20
    
    
    
    
        
    
    
    20Net cash provided by  financing activities
    
    
    33,528
    
    
    
    
    
    
    
    33,528Effect of exchange rate changes on cash and cash equivalents
    
    
    (712
    )
    
    
    
    
    
    
    (712
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    11,838
    
    
    
    
        
    
    
    11,838CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    55,094
    
    
    
    
        
    
    
    55,094CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    66,932
    
    
    $
    
        
    
    $
    66,932
 3. 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 $81.5 million to fund the purchase of ASI shares from
Shinko on July 14, 2006, and a letter of credit in favor of Shinko for approximately $11
million related to the equity option on Shinkos remaining 4.9% ASI share ownership as
discussed below. 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 (a loan that gives Asyst immediate access to funds), and a
$25 million term loan facility. The credit agreement will terminate and all amounts
outstanding will be due July 13, 2009, provided that
Asysts outstanding 53/4% 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 will be due on March 31, 2008.
    
    We have approximately $86.3 million outstanding under our 5

3/4% 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.
  8




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4. SIGNIFICANT ACCOUNTING POLICIES
 Basis of Preparation
  Comprehensive
Income (Loss)
  Three Months Ended June 30,2006
    
    
    2005(as restated)Net loss
    
    $
    (480
    )
    
    $
    (3,694
    )Foreign currency translation adjustments
    
    
    709
    
    
    
    (2,049
    )Unrealized
gains (losses) on investments
    
    
    (10
    )
    
    
    47Comprehensive income (loss)
    
    $
    219
    
    
    $
    (5,696
    )
 Net Income (Loss) Per Share
  Three Months Ended June 30,2006
    
    
    2005(in thousands, except per share amounts)
    
    
    
    
    
    (as restated)Numerator:Net loss
    
    $
    (480
    )
    
    $
    (3,694
    )Denominator:Weighted average common shares outstanding, excluding unvested restricted
stock units
    
    
    48,600
    
    
    
    47,812Denominator
for basic and diluted calculation
    
    
    48,600
    
    
    
    47,812Net loss per
share  basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.08
    )
  As of June 30,2006
    
    
    2005Restricted stock awards
and units
    
    
    223
    
    
    
    506Stock options
    
    
    3,630
    
    
    
    7,310Convertible notes
    
    
    5,682
    
    
    
    5,6829,535
    
    
    
    13,498
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
 9




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Fair Value Measurements
 Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No.87, 88, 106, and
132(R
 5. BALANCE SHEET COMPONENTS
 Short-term Investments
  Cost
    
    
    Unrealized Loss
    
    
    Fair ValueJune 30, 2006Auction rate securities
    
    $
    8,300
    
    
    $
    
    
    
    $
    8,300$
    8,300
    
    
    $
    
    
    
    $
    8,300March 31, 2006Auction rate securities
    
    $
    8,300
    
    
    $
    
    
    
    $
    8,300Corporate debt securities
    
    
    6,014
    
    
    
    (9
    )
    
    
    6,005Federal agency notes
    
    
    1,000
    
    
    
    (1
    )
    
    
    999$
    15,314
    
    
    $
    (10
    )
    
    $
    15,304
 10




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##### Table of Contents



Accounts Receivable, net of allowance for doubtful accounts
  June 30,
    
    
    March 31,2006
    
    
    2006Trade receivables
    
    $
    83,778
    
    
    $
    83,008Trade receivables-related party
    
    
    
    
    
    
    90Unbilled receivables
    
    
    67,748
    
    
    
    63,435Other receivables
    
    
    14,782
    
    
    
    6,788Less: Allowance for doubtful accounts
    
    
    (11,380
    )
    
    
    (11,868
    )Total
    
    $
    154,928
    
    
    $
    141,453
      Inventories
  June 30,
    
    
    March 31,2006
    
    
    2006Raw materials
    
    $
    13,484
    
    
    $
    9,882Work-in-process
    
    
    27,740
    
    
    
    22,180Finished goods
    
    
    1,722
    
    
    
    1,157Total
    
    $
    42,946
    
    
    $
    33,219
   11




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##### Table of Contents



Goodwill and Intangible Assets, net
 Goodwill
  Fab Automation
    
    
    AMHS
    
    
    TotalBalance at March 31, 2006
    
    $
    3,398
    
    
    $
    55,442
    
    
    $
    58,840Foreign currency translation
    
    
    
    
    
    
    604
    
    
    
    604Balance at June 30, 2006
    
    $
    3,398
    
    
    $
    56,046
    
    
    $
    59,444
 Intangible assets, net
  June 30, 2006
    
    
    
    
    
    
    
    
    
    
    March 31, 2006Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetAmortizable intangible assets:Developed technology
    
    $
    58,795
    
    
    $
    47,282
    
    
    $
    11,513
    
    
    $
    58,289
    
    
    $
    44,275
    
    
    $
    14,014Customer base and other
intangible assets
    
    
    32,149
    
    
    
    30,261
    
    
    
    1,888
    
    
    
    31,935
    
    
    
    29,419
    
    
    
    2,516Licenses and patents
    
    
    6,203
    
    
    
    3,596
    
    
    
    2,607
    
    
    
    6,316
    
    
    
    3,512
    
    
    
    2,804Total
    
    $
    97,147
    
    
    $
    81,139
    
    
    $
    16,008
    
    
    $
    96,540
    
    
    $
    77,206
    
    
    $
    19,334
   Fiscal Year ending March 31,Remaining portion of 2007
    
    $
    8,9242008
    
    
    5,9862009
    
    
    3782010
    
    
    3172011
    
    
    3172012 and thereafter
    
    
    86Total
    
    $
    16,008
 Warranty Accrual
  Three Months Ended June 30,2006
    
    
    2005Beginning Balance
    
    $
    7,967
    
    
    $
    13,509Accruals
    
    
    4,340
    
    
    
    2,710Settlements
    
    
    (4,997
    )
    
    
    (3,440
    )Foreign Currency Translation
    
    
    73
    
    
    
    (352
    )Ending Balance
    
    $
    7,383
    
    
    $
    12,427
  12




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##### Table of Contents



6. STOCK-BASED COMPENSATION
 Share-Based
Payment
 Accounting for Stock Issued to
Employees Accounting
for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25 Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award
Plans Accounting for Stock-Based Compensation Accounting for Stock
Based Compensation  Transition and Disclosure  an amendment of FAS No. 123
 Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services
 Prior to the adoption of SFAS No. 123(R)
 Accounting for Stock-Based Compensation  Transition and
Disclosures
  Three Months EndedJune 30, 2005(as restated)Net loss
    
    $
    (3,694
    )Add: employee stock-based compensation expense included in reported net loss, net of tax

    
    
    677Less: total employee stock-based compensation expense determined under fair value, net
of tax
    
    
    (1,899
    )As adjusted net loss
    
    $
    (4,916
    )Basic and diluted net loss per share  as reported
    
    $
    (0.08
    )Basic and diluted net loss per share  pro forma
    
    $
    (0.10
    )Shares used in EPS calculation  basic & diluted

    
    
    47,812
  14




---



##### Table of Contents



Impact of the adoption of SFAS No. 123(R)
  Three Months EndedJune 30, 2006Stock-based compensation expense by type of award:Employee stock options
    
    $
    802Employee stock purchase plan
    
    
    93Restricted stock units
    
    
    566Amounts capitalized as inventory
    
    
    (31
    )Total
stock-based compensation expense
    
    
    1,430Tax effect
on stock-based compensation expense
    
    
    Net effect
on net loss
    
    $
    1,430Effect on
net loss per shareBasic and
Diluted
    
    $
    0.03Shares used
in net loss per share calculationBasic and
Diluted
    
    
    48,600
  Valuation Assumptions
  Stock Option Plans
    
    Employee Stock Purchase Plan
   Three
Months Ended June 30,2006
    
    
    2005Stock option
plans:Risk-free interest rate
    
    
    4.70
    %
    
    
    3.78
    %Expected term of options (in years)
    
    
    3.3
    
    
    
    4.65Expected volatility
    
    
    67.0
    %
    
    
    88.7
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 Three
Months Ended June 30,2006
    
    
    2005Stock purchase plan:Risk-free interest rate
    
    
    4.92
    %
    
    
    3.31
    %Expected term of options (in years)
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    69.2
    %
    
    
    45.7
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 15




---



##### Table of Contents



Stock
Option Plans
  Weighted-AverageTotal Number
    
    
    Weighted-Average
    
    
    Remaining
    
    
    Aggregateof Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    Intrinsic ValueOutstanding as of March 31, 2006
    
    
    6,876,412
    
    
    $
    9.19Granted
    
    
    30,250
    
    
    
    8.73Exercised
    
    
    (79,459
    )
    
    
    4.19Forfeited or
Expired
    
    
    (383,146
    )
    
    
    6.42Outstanding as of June 30, 2006
    
    
    6,444,057
    
    
    $
    9.42
    
    
    
    5.54
    
    
    $
    8,678,615Exercisable as of June 30, 2006
    
    
    4,586,442
    
    
    $
    10.73
    
    
    
    5.49
    
    
    $
    4,763,060
   Restricted Stock Awards and Restricted Stock Units
  Shares
    

    
Weighted
average grant date fair valueNon-vested
at March 31, 2006
    
    403
    

    
    $   5.73Granted
    
    607
    

    
    $     Vested
    
    (89
    )

    
    $11.08Forfeited or
Expired
    
    (88
    )

    
    $  3.95Non-vested
at June 30, 2006
    
    833
    


   
    $  4.17
 Defined Benefit Pension Plans
   16




---



##### Table of Contents



7. RESTRUCTURING CHARGES
  Excess FacilitiesBalance, March 31, 2006
    
    $
    105Additional accruals
    
    
    1,812Non-cash utilization
    
    
    (25
    )Amounts paid in cash
    
    
    (533
    )Balance, June 30, 2006
    
    $
    1,359
    Severance andBenefits
    
    
    Excess Facilities
    
    
    TotalBalance, March 31, 2005
    
    $
    67
    
    
    $
    816
    
    
    $
    883Additional accruals
    
    
    
    
    
    
    93
    
    
    
    93Non-cash utilization
    
    
    27
    
    
    
    (16
    )
    
    
    11Amounts paid in cash
    
    
    
    
    
    
    (370
    )
    
    
    (370
    )Foreign currency translation adjustment
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )Balance, June 30, 2005
    
    $
    93
    
    
    $
    522
    
    
    $
    615
    8. INCOME TAXES
  9. REPORTABLE SEGMENTS
   17




---



##### Table of Contents



June 30, 2006
    
    March 31, 2006AMHS:Total Assets
    
    $
    260,751
    
    
    $
    251,477Fab Automation Products:Total Assets
    
    $
    170,778
    
    
    $
    163,817Consolidated:Total Assets
    
    $
    431,529
    
    
    $
    415,294
 Three Months Ended June 30,2006
    
    
    2005(as reported)
    
    
    (adjustments)
    
    
    (as restated)AMHS:Net sales
    
    $
    66,256
    
    
    $
    77,377
    
    
    $
    
    
    
    $
    77,377Cost of Sales
    
    
    46,556
    
    
    
    57,097
    
    
    
    
    
    
    
    57,097Gross Profit
    
    $
    19,700
    
    
    $
    20,280
    
    
    $
    
    
    
    $
    20,280Income from operations
    
    $
    8,144
    
    
    $
    7,828
    
    
    $
    
    
    
    $
    7,828Fixed assets additions
    
    $
    848
    
    
    $
    328
    
    
    $
    
    
    
    $
    328Amortization and Depreciation
    
    $
    3,170
    
    
    $
    4,309
    
    
    $
    
    
    
    $
    4,309Fab Automation Products:Net sales
    
    $
    50,725
    
    
    $
    40,074
    
    
    $
    
    
    
    $
    40,074Cost of Sales
    
    
    29,369
    
    
    
    26,620
    
    
    
    26
    
    
    
    26,646Gross Profit
    
    $
    21,356
    
    
    $
    13,454
    
    
    $
    (26
    )
    
    $
    13,428Loss from operations
    
    $
    (2,213
    )
    
    $
    (5,351
    )
    
    $
    (107
    )
    
    $
    (5,458
    )Fixed assets additions
    
    $
    1,489
    
    
    $
    461
    
    
    $
    
    
    
    $
    461Amortization and Depreciation
    
    $
    1,838
    
    
    $
    1,774
    
    
    $
    
    
    
    $
    1,774Consolidated:Net sales
    
    $
    116,981
    
    
    $
    117,451
    
    
    $
    
    
    
    $
    117,451Cost of Sales
    
    
    75,925
    
    
    
    83,717
    
    
    
    26
    
    
    
    83,743Gross Profit
    
    $
    41,056
    
    
    $
    33,734
    
    
    $
    (26
    )
    
    $
    33,708Income from operations
    
    $
    5,931
    
    
    $
    2,477
    
    
    $
    (107
    )
    
    $
    2,370Fixed assets additions
    
    $
    2,337
    
    
    $
    789
    
    
    $
    
    
    
    $
    789Amortization and Depreciation
    
    $
    5,008
    
    
    $
    6,083
    
    
    $
    
    
    
    $
    6,083
  10. DEBT
  18




---



##### Table of Contents



June 30, 2006
    
    
    March 31, 2006Convertible subordinated notes
    
    $
    86,250
    
    
    $
    86,250Long-Term loans
    
    
    1,245
    
    
    
    1,762Capital leases
    
    
    485
    
    
    
    524Total long-term debt
    
    
    87,980
    
    
    
    88,536Less: Current portion of long-term debt and capital leases
    
    
    (1,041
    )
    
    
    (1,368
    )Long-term debt and capital leases net of current portion
    
    $
    86,939
    
    
    $
    87,168
  Fiscal Year Ending March 31,
    
    AmountRemaining portion of 2007
    
    $
    8232008
    
    
    6982009
    
    
    86,4502010
    
    
    52011
    
    
    42012 and thereafter
    
    
    $
    87,980
 Convertible Subordinated Notes
   Lines of Credit
   19




---



##### Table of Contents



11. RELATED PARTY TRANSACTIONS
  June 30,
    
    March 31,2006
    
    2006Accounts payable due to Shinko
    
    $
    15,446
    
    
    $
    13,406Accrued liabilities due to Shinko
    
    $
    162
    
    
    $
    59Accounts receivable from MECS Korea
    
    $
    
    
    
    $
    90Accounts payable due to MECS Korea
    
    $
    2
    
    
    $
    3Accrued liabilities due to MECS Korea
    
    $
    47
    
    
    $
    81
  Three Months Ended June 30,2006
    
    2005Material and service purchases from Shinko
    
    $
    13,258
    
    
    $
    11,176Sales to MECS Korea
    
    $
    28
    
    
    $
    123
 20




---



##### Table of Contents



12. COMMITMENTS AND CONTINGENCIES
 Lease Commitments
  Fiscal Year Ending March 31,
    
    Capital Lease
    
    
    Operating LeaseRemaining portion of 2007
    
    $
    171
    
    
    $
    2,6332008
    
    
    169
    
    
    
    3,4742009
    
    
    153
    
    
    
    1,7102010
    
    
    4
    
    
    
    1,4512011 and thereafter
    
    
    4
    
    
    
    4,238Total
    
    $
    501
    
    
    $
    13,506Less: interest
    
    
    (16
    )Present value of minimum lease payments
    
    
    485Less: current portion of capital leases
    
    
    (202
    )Capital leases, net of current portion
    
    $
    283
  Legal Proceedings
    21




---



##### Table of Contents



In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et.
seq
  Indemnifications
   13. SUBSEQUENT EVENTS
 NASDAQ Delisting Proceedings
  22




---



##### Table of Contents




    
    On or before September 27, 2006, the Company submits supplemental information outlined
in the letter concerning the previously announced Special Committee investigation into
stock option grants and practices; and
    
    On or before November 30, 2006, the Company files its Form 10-K for the fiscal year
ended March 31, 2006, its Form 10-Q for the quarter ended June 30, 2006, and all required
restatements (if any).
  Acquisition and Related Debt Financing Facility
   3
    Notice of default relating to Convertible Subordinated Notes
 3 4
  23




---



##### Table of Contents



ITEM 2.
 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. 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, 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. We undertake no obligation 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 document and in our Annual Report on Form 10-K 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, 2006. Certain prior period amounts have been reclassified to conform to
current period presentation. Such reclassifications did not have an effect on the prior periods
net loss.
  Our Past Stock Option Grant Practices, and Need to Restate our Financial Statements
      24




---



##### Table of Contents



Overview
     25




---



##### Table of Contents



Stock-Based Compensation
 Share-Based Payment
 Accounting
for Stock Issued to Employees
  26




---



##### Table of Contents



Results of Operations
  Three Months Ended June 30,2006
    
    
    2005(as restated)AMHS:Net sales
    
    $
    66,256
    
    
    
    100.0
    %
    
    $
    77,377
    
    
    
    100.0
    %Cost of Sales
    
    
    46,556
    
    
    
    70.3
    %
    
    
    57,097
    
    
    
    73.8
    %Gross Profit
    
    $
    19,700
    
    
    
    29.7
    %
    
    $
    20,280
    
    
    
    26.2
    %Income from operations
    
    $
    8,144
    
    
    
    12.3
    %
    
    $
    7,828
    
    
    
    10.1
    %Fab Automation Products:Net sales
    
    $
    50,725
    
    
    
    100.0
    %
    
    $
    40,074
    
    
    
    100.0
    %Cost of Sales
    
    
    29,369
    
    
    
    57.9
    %
    
    
    26,646
    
    
    
    66.5
    %Gross Profit
    
    $
    21,356
    
    
    
    42.1
    %
    
    $
    13,428
    
    
    
    33.5
    %Loss from operations
    
    $
    (2,213
    )
    
    
    (4.4
    )%
    
    $
    (5,458
    )
    
    
    (13.7
    )%Consolidated:Net sales
    
    $
    116,981
    
    
    
    100.0
    %
    
    $
    117,451
    
    
    
    100.0
    %Cost of Sales
    
    
    75,925
    
    
    
    64.9
    %
    
    
    83,743
    
    
    
    71.3
    %Gross Profit
    
    $
    41,056
    
    
    
    35.1
    %
    
    $
    33,708
    
    
    
    28.7
    %Income from operations
    
    $
    5,931
    
    
    
    5.1
    %
    
    $
    2,370
    
    
    
    2.0
    %
  Three Months Ended June 30,2006
    
    2005(as restated)AMHS:Net sales
    
    
    56.7
    %
    
    
    65.9
    %Cost of Sales
    
    
    39.8
    %
    
    
    48.6
    %Gross Profit
    
    
    16.9
    %
    
    
    17.3
    %Income from operations
    
    
    7.0
    %
    
    
    6.7
    %Fab Automation Products:Net sales
    
    
    43.3
    %
    
    
    34.1
    %Cost of Sales
    
    
    25.1
    %
    
    
    22.7
    %Gross Profit
    
    
    18.2
    %
    
    
    11.4
    %Loss from operations
    
    
    (1.9
    )%
    
    
    (4.7
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    64.9
    %
    
    
    71.3
    %Gross Profit
    
    
    35.1
    %
    
    
    28.7
    %Income from operations
    
    
    5.1
    %
    
    
    2.0
    %
 Net Sales
 Consolidated
 27




---



##### Table of Contents



AMHS
 Fab Automation
 Comparison of Expenses, Gross Margin, Interest & Other, and Income Taxes
  Three Months EndedJune 30,2006
    
    2005(as restated)NET SALES
    
    
    100.0
    %
    
    
    100.0
    %COST OF SALES
    
    
    64.9
    %
    
    
    71.3
    %Gross profit
    
    
    35.1
    %
    
    
    28.7
    %OPERATING EXPENSES:Research and development
    
    
    7.3
    %
    
    
    6.0
    %Selling, general and administrative
    
    
    18.4
    %
    
    
    16.4
    %Amortization of acquired intangible assets
    
    
    2.8
    %
    
    
    4.2
    %Restructuring and other charges
    
    
    1.5
    %
    
    
    0.1
    %Total operating expenses
    
    
    30.0
    %
    
    
    26.7
    %Income from operations
    
    
    5.1
    %
    
    
    2.0
    %INTEREST AND OTHER INCOME, NET:Interest income
    
    
    0.6
    %
    
    
    0.4
    %Interest expense
    
    
    (1.4
    )%
    
    
    (1.4
    )%Other income, net
    
    
    0.7
    %
    
    
    0.5
    %Interest and other expense, net
    
    
    (0.1
    )%
    
    
    (0.5
    )%INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST
    
    
    5.0
    %
    
    
    1.5
    %PROVISION FOR INCOME TAXES
    
    
    (3.7
    )%
    
    
    (2.6
    )%MINORITY INTEREST
    
    
    (1.8
    )%
    
    
    (2.0
    )%NET LOSS PRIOR TO CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
    
    
    (0.5
    )%
    
    
    (3.1
    )%Cumulative
effect of change in accounting principle
    
    
    0.0
    %
    
    
    0.0
    %NET LOSS
    
    
    (0.5
    )%
    
    
    (3.1
    )%
 Gross Profit
   28




---



##### Table of Contents



Research and Development
 Three Months Ended June 30,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change(as restated)Research and development
    
    $
    8,587
    
    
    $
    7,102
    
    
    $
    1,485Percentage of total net sales
    
    
    7.3
    %
    
    
    6.0
    %
   Selling, General and Administrative
 Three Months Ended June 30,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change(as restated)Selling, general and administrative
    
    $
    21,402
    
    
    $
    19,225
    
    
    $
    2,177Percentage of total net sales
    
    
    18.4
    %
    
    
    16.4
    %
  Amortization of Acquired Intangible Assets
 Three Months Ended June 30,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    ChangeAmortization of acquired intangible assets
    
    $
    3,324
    
    
    $
    4,918
    
    
    $
    (1,594
    )Percentage of total net sales
    
    
    2.8
    %
    
    
    4.2
    %
  Restructuring Charges
 Three Months Ended June 30,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    ChangeRestructuring charges
    
    $
    1,812
    
    
    $
    93
    
    
    $
    1,719Percentage of total net sales
    
    
    1.5
    %
    
    
    0.1
    %
 29




---



##### 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
  Interest and Other Income, Net
 Three Months Ended June 30,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeInterest income
    
    $
    737
    
    
    $
    523
    
    
    $
    214Interest expense
    
    $
    (1,628
    )
    
    $
    (1,599
    )
    
    $
    (29
    )Other income, net
    
    $
    786
    
    
    $
    517
    
    
    $
    269
   Income Taxes
 Three Months Ended June 30,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    ChangeProvision for income taxes
    
    $
    (4,322
    )
    
    $
    (3,101
    )
    
    $
    (1,221
    )Percentage of total net sales
    
    
    (3.7
    )%
    
    
    (2.6
    )%
  Liquidity and Capital Resources
  30




---



##### Table of Contents



Three Months Ended June 30,2006
    
    2005Net cash used in operating activities
    
    $
    (14,043
    )
    
    $
    (27,201
    )Net cash provided by investing activities
    
    $
    5,849
    
    
    $
    6,223Net cash provided by financing activities
    
    $
    11,130
    
    
    $
    33,528
 Cash Flows from Operating Activities
  Net loss
    
    $
    (0.5
    )Depreciation and amortization
    
    
    5.5Minority
interest in net income of consolidated subsidiaries
    
    
    2.1Stock-based
compensation expense
    
    
    1.4Deferred taxes, net
    
    
    (1.0
    )Non-cash charges
    
    
    (0.6
    )Increase in accounts receivable
    
    
    (12.1
    )Increase in inventories
    
    
    (9.5
    )Decrease in prepaid expenses and other assets
    
    
    1.4Increase in accounts payable, accrued liabilities and deferred margin
    
    
    (0.7
    )Net cash
used in operating activities
    
    $
    (14.0
    )
    Cash Flows from Investing Activities
   31




---



##### Table of Contents



Cash Flows from Financing Activities
    Notice
of Default Relating to Convertible Subordinated Notes
 3 4
   Other
Debt Financing Arrangements
    32




---



##### Table of Contents



Acquisition
and Related Debt Financing Facility
    Other Liquidity Considerations
   NASDAQ Delisting Proceedings
  33




---



##### Table of Contents




    
    On or before September 27, 2006, the Company submits supplemental information
outlined in the letter concerning the previously announced Special Committee inquiry
into stock option grants and practices; and
    
    On or before November 30, 2006, the Company files its Form 10-K for the fiscal
year ended March 31, 2006, its Form 10-Q for the quarter ended June 30, 2006, and all
required restatements (if any).
    Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
   Fair Value Measurements, ( ).
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No.87, 88, 106, and
132(R),  ).
 34




---



##### Table of Contents



ITEM 3.
  Interest Rate Risk.
 Foreign Currency Exchange Risk
  
 ITEM 4.
 Evaluation of Disclosure Controls and Procedures
   35




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##### Table of Contents



Special Committee Investigation into Past Option Grants and Practices and Restatement
  Special Committees Investigation: Scope, Report and Findings
     Corrected Measurement Dates and Determination to Restate
  36




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##### Table of Contents



Managements
consideration of the restatement
   
    
    consistent practices for the approval of all stock option grants by the Compensation Committee
 
    
    high level of objectivity in determination of pricing of stock option grants made to all employees
 37




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##### Table of Contents




    
    greater advance review and certification of proposed option grants to ensure proper accounting
and compliance with the applicable stock plan terms and conditions
 
    
    consistent use of improved stock option grant approval documentation
 
    
    increased review of Company stock option grant plans and approval processes and documentation by
the Companys counsel (internal and outside)
 
    
    increased review by the Compensation Committee of the Companys stock option grant practices
 
    
    use of outside consultants to review the Companys stock option grant practices
 
    
    quarterly internal reconciliations of stock option grant activities
 
    
    use of additional training resources for personnel in areas associated with the stock option
granting processes to increase competency levels of the personnel involved
 
    
    greater use of restricted stock awards (as opposed to option grants) as components of the
Companys overall equity incentive and compensation programs
  38




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##### Table of Contents



Managements Remediation Initiatives
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1.
   39




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##### Table of Contents



In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et.
seq
  
 ITEM 1A
  40




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##### Table of Contents



ITEM 6.
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith2.1 
    
    Share Purchase Agreement dated as of June 22, 2006, between
Shinko Electric Co., Ltd., Asyst Technologies, Inc. and Asyst
Japan Inc. The schedules to the Share Purchase Agreement are
omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
    
    8-K
    
    
    2.1
    
    
    000-22430
    
    7/20/20063.1
    
    Amended and Restated Articles of Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    Bylaws of the Company.
    
    S-1
    
    
    3.2
    
    
    333-66184
    
    7/19/19933.3
    
    Certificate of Amendment of the Amended and Restated Articles of
Incorporation, filed September 24, 1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    Certificate of Amendment of the Amended and Restated Articles of
Incorporation, filed October 5, 2000.
    
    DEF 14A
    
    App.
    
    000-22430
    
    7/31/20004.1
    
    Rights Agreement among the Company and Bank of Boston, N.A., as
Rights Agent, dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    Indenture dated as of July 3, 2001 between the Company, State
Street Bank and Trust Company of California, N.A., as trustee,
including therein the forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.3
    
    Registration Rights Agreement dated as of July 3, 2001 between
the Company and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, and ABN Amro Rothschild LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/20014.4
    
    Amendment to Rights Agreement among the Company and Bank of
Boston, N.A. as Rights Agent, dated November 30, 2001.
    
    10-K
    
    
    4.5
    
    
    000-22430
    
    6/28/200210.42
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Bank of America, N.A., Banc of America Securities LLC,
Keybank National Association, and Comerica Bank dated as of June
22, 2006.
    
    10-K
    
    
    10.42
    
    
    000-22430
    
    10/13/200631.1
    
    Certification of the Chief Executive Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of the Chief Financial Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Combined Certification of the Chief Executive Officer and the
Chief Financial Officer of the Registrant required by SEC Rule
13a-14(b) (pursuant to Section 906 of the Sarbanes-Oxley Act of
2002).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions of this document 41




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##### Table of Contents



SIGNATURES
  ASYST TECHNOLOGIES, INC.Date: October 13, 2006By:
    /s/ RICHARD H. JANNEYRichard H. JanneyInterim Chief Financial Officer  42




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith2.1 
    
    Share Purchase Agreement dated as of June 22, 2006, between
Shinko Electric Co., Ltd., Asyst Technologies, Inc. and Asyst
Japan Inc. The schedules to the Share Purchase Agreement are
omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
    
    8-K
    
    
    2.1
    
    
    000-22430
    
    7/20/20063.1
    
    Amended and Restated Articles of Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    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
    
    Indenture dated as of July 3, 2001 between the Company, State
Street Bank and Trust Company of California, N.A., as trustee,
including therein the forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.3
    
    Registration Rights Agreement dated as of July 3, 2001 between
the Company and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, and ABN Amro Rothschild LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/20014.4
    
    Amendment to Rights Agreement among the Company and Bank of
Boston, N.A. as Rights Agent, dated November 30, 2001.
    
    10-K
    
    
    4.5
    
    
    000-22430
    
    6/28/200210.42
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Bank of America, N.A., Banc of America Securities LLC,
Keybank National Association, and Comerica Bank dated as of June
22, 2006.
    
    10-K
    
    
    10.42
    
    
    000-22430
    
    10/13/200631.1
    
    Certification of the Chief Executive Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of the Chief Financial Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Combined Certification of the Chief Executive Officer and the
Chief Financial Officer of the Registrant required by SEC Rule
13a-14(b) (pursuant to Section 906 of the Sarbanes-Oxley Act of
2002).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions of this document 43