##### 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 December 31, 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 Employer identification Number)of incorporation or organization)
 46897 Bayside Parkway, Fremont, California 94538
 (510) 661-5000
 þ o
  o þ o
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##### 



ASYST TECHNOLOGIES, INC.
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Balance Sheets  December 31, 2006 and March 31, 2006
    
    
    3Condensed Consolidated Statements of Operations  Three and Nine-Month Periods Ended
December 31, 2006 and December 31, 2005
    
    
    4Condensed Consolidated Statements of Cash Flows  Nine-Month Periods Ended December
31, 2006 and December 31, 2005
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    30Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    43Item 4.Controls and Procedures
    
    
    44PART II. OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    45Item 1A.Risk Factors
    
    
    45Item 4.Submission of Matters to a Vote of Security Holders
    
    
    56Item 6.Exhibits
    
    
    58Signatures
    
    
    60Exhibit Index
    
    
    61EXHIBIT 10.43EXHIBIT 10.44EXHIBIT 10.45EXHIBIT 10.46EXHIBIT 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
  December 31,
    
    
    March 31,2006
    
    
    2006ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    98,284
    
    
    $
    94,622Short-term investments
    
    
    
    
    
    
    15,304Accounts receivable, net
    
    
    128,933
    
    
    
    141,453Inventories
    
    
    60,528
    
    
    
    33,219Prepaid expenses and other current assets
    
    
    29,234
    
    
    
    26,831Total current assets
    
    
    316,979
    
    
    
    311,429Property and equipment, net
    
    
    23,839
    
    
    
    23,108Goodwill
    
    
    82,925
    
    
    
    58,840Intangible assets, net
    
    
    47,519
    
    
    
    19,334Other assets
    
    
    6,317
    
    
    
    2,583Total assets
    
    $
    477,579
    
    
    $
    415,294LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term loans and notes payable
    
    $
    1,540
    
    
    $
    1,443Current portion of long-term debt and capital leases
    
    
    8,232
    
    
    
    1,368Accounts payable
    
    
    83,364
    
    
    
    75,376Accounts payable-related parties
    
    
    28,565
    
    
    
    13,409Accrued and other liabilities
    
    
    94,316
    
    
    
    62,902Deferred margin
    
    
    8,403
    
    
    
    5,335Total current liabilities
    
    
    224,420
    
    
    
    159,833LONG-TERM LIABILITIESLong-term debt and capital leases, net of current portion
    
    
    138,114
    
    
    
    87,168Deferred tax liability
    
    
    15,266
    
    
    
    3,119Other long-term liabilities
    
    
    9,462
    
    
    
    10,974Total long-term liabilities
    
    
    162,842
    
    
    
    101,261COMMITMENTS AND CONTINGENCIES (see Note 13)MINORITY INTEREST
    
    
    130
    
    
    
    66,521SHAREHOLDERS EQUITYCommon stock, no par value:Authorized shares  300,000,000 Outstanding shares  49,063,057 and
48,462,235 shares at December 31, 2006 and March 31, 2006,
respectively
    
    
    479,127
    
    
    
    473,422Deferred stock-based compensation
    
    
    
    
    
    
    (1,319
    )Accumulated deficit
    
    
    (388,606
    )
    
    
    (385,178
    )Accumulated other comprehensive income (loss)
    
    
    (334
    )
    
    
    754Total shareholders equity
    
    
    90,187
    
    
    
    87,679Total liabilities, minority interest and shareholders equity
    
    $
    477,579
    
    
    $
    415,294
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##### Table of Contents



ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)NET SALES
    
    $
    126,135
    
    
    $
    106,824
    
    
    $
    365,765
    
    
    $
    348,870COST OF SALES
    
    
    88,019
    
    
    
    64,848
    
    
    
    252,082
    
    
    
    229,736Gross profit
    
    
    38,116
    
    
    
    41,976
    
    
    
    113,683
    
    
    
    119,134OPERATING EXPENSES:Research and development
    
    
    7,690
    
    
    
    6,342
    
    
    
    25,679
    
    
    
    20,562Selling, general and administrative
    
    
    21,831
    
    
    
    21,295
    
    
    
    63,669
    
    
    
    62,746Amortization of acquired intangible assets
    
    
    5,912
    
    
    
    3,494
    
    
    
    14,461
    
    
    
    13,126Restructuring charges (credits)
    
    
    
    
    
    
    (138
    )
    
    
    1,784
    
    
    
    (45
    )Total operating expenses
    
    
    35,433
    
    
    
    30,993
    
    
    
    105,593
    
    
    
    96,389Income from operations
    
    
    2,683
    
    
    
    10,983
    
    
    
    8,090
    
    
    
    22,745INTEREST AND
OTHER INCOME (EXPENSE) NET:Interest income
    
    
    552
    
    
    
    706
    
    
    
    1,828
    
    
    
    1,798Interest expense
    
    
    (2,678
    )
    
    
    (1,714
    )
    
    
    (6,624
    )
    
    
    (5,126
    )Other income, net
    
    
    800
    
    
    
    3,417
    
    
    
    2,596
    
    
    
    4,267Interest and other income (expense), net
    
    
    (1,326
    )
    
    
    2,409
    
    
    
    (2,200
    )
    
    
    939INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
    
    
    1,357
    
    
    
    13,392
    
    
    
    5,890
    
    
    
    23,684PROVISION FOR INCOME TAXES
    
    
    (1,569
    )
    
    
    (6,426
    )
    
    
    (7,661
    )
    
    
    (16,110
    )MINORITY INTEREST
    
    
    (11
    )
    
    
    (4,178
    )
    
    
    (1,760
    )
    
    
    (10,115
    )NET INCOME (LOSS) PRIOR TO CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE
    
    
    (223
    )
    
    
    2,788
    
    
    
    (3,531
    )
    
    
    (2,541
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    NET INCOME (LOSS)
    
    $
    (223
    )
    
    $
    2,788
    
    
    $
    (3,428
    )
    
    $
    (2,541
    )BASIC NET INCOME (LOSS) PER SHARE PRIOR TO
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BASIC NET INCOME (LOSS) PER SHARE
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )DILUTED NET INCOME (LOSS) PER SHARE PRIOR TO
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DILUTED NET INCOME (LOSS) PER SHARE
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )SHARES USED IN THE PER SHARE CALCULATION- Basic
    
    
    49,028
    
    
    
    48,019
    
    
    
    48,829
    
    
    
    47,918- Diluted
    
    
    49,028
    
    
    
    48,789
    
    
    
    48,829
    
    
    
    47,918
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ASYST TECHNOLOGIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 Nine Months EndedDecember 31,2006
    
    
    2005(as restated)CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS
    
    $
    (3,428
    )
    
    $
    (2,541
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    21,011
    
    
    
    18,189Allowance for doubtful accounts
    
    
    (7,638
    )
    
    
    5,003Minority interest in net income in consolidated subsidiary
    
    
    1,760
    
    
    
    10,115Loss on disposal of fixed assets
    
    
    366
    
    
    
    464Stock-based compensation expense
    
    
    4,688
    
    
    
    1,475Non-cash restructuring charges
    
    
    188
    
    
    
    In-process research and development
    
    
    1,519
    
    
    
    Cumulative effect of change in accounting principle
    
    
    (103
    )
    
    
    Amortization of lease incentive payments
    
    
    (468
    )
    
    
    (52
    )Asset impairment charges
    
    
    
    
    
    
    197Deferred taxes, net
    
    
    (6,718
    )
    
    
    (1,701
    )Changes in assets and liabilities, net of acquisitions:Accounts receivable
    
    
    19,163
    
    
    
    25,742Inventories, net
    
    
    (24,781
    )
    
    
    (7,517
    )Prepaid expenses and other assets
    
    
    (8,597
    )
    
    
    10,428Accounts payable, accrued and other liabilities and deferred margin
    
    
    47,576
    
    
    
    (16,803
    )Net cash provided by operating activities
    
    
    44,538
    
    
    
    42,999CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments
    
    
    (10,000
    )
    
    
    (184,638
    )Sales or maturity of investments
    
    
    25,290
    
    
    
    203,375Purchase of additional investment in subsidiary
    
    
    (105,295
    )
    
    
    Purchases of property and equipment, net
    
    
    (6,392
    )
    
    
    (5,306
    )Net cash provided by (used in) investing activities
    
    
    (96,397
    )
    
    
    13,431CASH FLOW FROM FINANCING ACTIVITIES:Net proceeds
from (payments on) lines of credit
    
    
    (588
    )
    
    
    1,794Dividends paid to minority shareholder of Asyst Shinko, Inc.
    
    
    (6,317
    )
    
    
    (5,939
    )Proceeds from long-term debt
    
    
    82,340
    
    
    
    Principal payments on long-term debt and capital leases
    
    
    (21,786
    )
    
    
    (2,994
    )Proceeds from issuance of common stock
    
    
    2,392
    
    
    
    694Net cash provided by financing activities
    
    
    56,041
    
    
    
    (6,445
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (520
    )
    
    
    (3,889
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    3,662
    
    
    
    46,096CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    94,622
    
    
    
    55,094CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    98,284
    
    
    $
    101,190
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ASYST TECHNOLOGIES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. BASIS OF PRESENTATION
    2. RESULTS OF INDEPENDENT DIRECTORS STOCK OPTION INVESTIGATION
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 Three Months EndedDecember 31, 2005(as reported)
    
    
    (adjustments)
    
    
    (as restated)NET SALES
    
    $
    106,824
    
    
    $
    
    
    
    $
    106,824COST OF SALES
    
    
    64,828
    
    
    
    20
    
    
    
    64,848Gross profit
    
    
    41,996
    
    
    
    (20
    )
    
    
    41,976OPERATING EXPENSES:Research and development
    
    
    6,310
    
    
    
    32
    
    
    
    6,342Selling, general and administrative
    
    
    21,075
    
    
    
    220
    
    
    
    21,295Amortization of acquired intangible assets
    
    
    3,494
    
    
    
    
    
    
    
    3,494Restructuring credits
    
    
    (138
    )
    
    
    
    
    
    
    (138
    )Total operating expenses
    
    
    30,741
    
    
    
    252
    
    
    
    30,993INCOME FROM OPERATIONS
    
    
    11,255
    
    
    
    (272
    )
    
    
    10,983INTEREST AND OTHER INCOME, NETInterest income
    
    
    706
    
    
    
    
    
    
    
    706Interest expense
    
    
    (1,714
    )
    
    
    
    
    
    
    (1,714
    )Other income, net
    
    
    3,417
    
    
    
    
    
    
    
    3,417INCOME BEFORE PROVISION FOR INCOME TAXES AND
MINORITY INTEREST
    
    
    13,664
    
    
    
    (272
    )
    
    
    13,392PROVISION FOR INCOME TAXES
    
    
    (6,507
    )
    
    
    81
    
    
    
    (6,426
    )MINORITY INTEREST
    
    
    (4,178
    )
    
    
    
    
    
    
    (4,178
    )NET INCOME (LOSS)
    
    $
    2,979
    
    
    $
    (191
    )
    
    $
    2,788NET INCOME (LOSS) PER SHARE Basic
    
    $
    0.06
    
    
    $
    (0.00
    )
    
    $
    0.06 Diluted
    
    $
    0.06
    
    
    $
    (0.00
    )
    
    $
    0.06SHARES USED IN THE PER SHARE CALCULATION Basic
    
    
    48,019
    
    
    
    48,019
    
    
    
    48,019 Diluted
    
    
    48,789
    
    
    
    48,789
    
    
    
    48,789
 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 Nine Months EndedDecember 31, 2005(as reported)
    
    
    (adjustments)
    
    
    (as restated)NET SALES
    
    $
    348,870
    
    
    $
    
    
    
    $
    348,870COST OF SALES
    
    
    229,664
    
    
    
    72
    
    
    
    229,736Gross profit
    
    
    119,206
    
    
    
    (72
    )
    
    
    119,134OPERATING EXPENSES:Research and development
    
    
    20,461
    
    
    
    101
    
    
    
    20,562Selling, general and administrative
    
    
    62,450
    
    
    
    296
    
    
    
    62,746Amortization of acquired intangible assets
    
    
    13,126
    
    
    
    
    
    
    
    13,126Restructuring credits
    
    
    (45
    )
    
    
    
    
    
    
    (45
    )Total operating expenses
    
    
    95,992
    
    
    
    397
    
    
    
    96,389INCOME FROM OPERATIONS
    
    
    23,214
    
    
    
    (469
    )
    
    
    22,745INTEREST AND OTHER INCOME, NETInterest income
    
    
    1,798
    
    
    
    
    
    
    
    1,798Interest expense
    
    
    (5,126
    )
    
    
    
    
    
    
    (5,126
    )Other income, net
    
    
    4,267
    
    
    
    
    
    
    
    4,267INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY
INTEREST
    
    
    24,153
    
    
    
    (469
    )
    
    
    23,684PROVISION FOR INCOME TAXES
    
    
    (16,191
    )
    
    
    81
    
    
    
    (16,110
    )MINORITY INTEREST
    
    
    (10,115
    )
    
    
    
    
    
    
    (10,115
    )NET LOSS
    
    $
    (2,153
    )
    
    $
    (388
    )
    
    $
    (2,541
    )BASIC AND DILUTED NET LOSS PER SHARE
    
    $
    (0.04
    )
    
    $
    (0.01
    )
    
    $
    (0.05
    )SHARES USED
IN THE PER SHARE CALCULATION  Basic and Diluted
    
    
    47,918
    
    
    
    47,918
    
    
    
    47,918
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 Nine Months EndedDecember 31, 2005as reported
    
    
    adjustments
    
    
    as restatedCASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (2,153
    )
    
    $
    (388
    )
    
    $
    (2,541
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    18,189
    
    
    
    
    
    
    
    18,189Allowance for doubtful accounts
    
    
    5,003
    
    
    
    
    
    
    
    5,003Minority interest in net income in consolidated subsidiary
    
    
    10,115
    
    
    
    
    
    
    
    10,115Loss on disposal of fixed assets
    
    
    464
    
    
    
    
    
    
    
    464Stock-based compensation expense
    
    
    1,095
    
    
    
    380
    
    
    
    1,475Amortization of lease incentive payments
    
    
    (52
    )
    
    
    
    
    
    
    (52
    )Asset impairment charges
    
    
    
    
    
    
    197
    
    
    
    197Deferred taxes, net
    
    
    (1,620
    )
    
    
    (81
    )
    
    
    (1,701
    )Changes in assets and liabilities:Accounts receivable
    
    
    25,742
    
    
    
    
    
    
    
    25,742Inventories, net
    
    
    (7,517
    )
    
    
    
    
    
    
    (7,517
    )Prepaid expenses and other assets
    
    
    10,428
    
    
    
    
    
    
    
    10,428Accounts payable, accrued liabilities and deferred margin
    
    
    (16,695
    )
    
    
    (108
    )
    
    
    (16,803
    )Net cash provided by operating activities
    
    
    42,999
    
    
    
    
    
    
    
    42,999CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of short-term investments
    
    
    (184,638
    )
    
    
    
    
    
    
    (184,638
    )Sales or maturity of investments
    
    
    203,375
    
    
    
    
    
    
    
    203,375Purchase of property and equipment, net
    
    
    (5,306
    )
    
    
    
    
    
    
    (5,306
    )Net cash provided by investing activities
    
    
    13,431
    
    
    
    
    
    
    
    13,431CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from line of credit
    
    
    1,794
    
    
    
    
    
    
    
    1,794Principal payments on long-term debt and capital leases
    
    
    (2,994
    )
    
    
    
    
    
    
    (2,994
    )Dividends paid to a minority shareholder
    
    
    (5,939
    )
    
    
    
    
    
    
    (5,939
    )Proceeds from issuance of common stock
    
    
    694
    
    
    
    
    
    
    
    694Net cash used in financing activities
    
    
    (6,445
    )
    
    
    
    
    
    
    (6,445
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (3,889
    )
    
    
    
    
    
    
    (3,889
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    46,096
    
    
    
    
    
    
    
    46,096CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    55,094
    
    
    
    
    
    
    
    55,094CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    101,190
    
    
    $
    
    
    
    $
    101,190
 9




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##### Table of Contents



3. LIQUIDITY
      
    
    Under a senior secured credit agreement (Credit Facility) entered into in June 2006
with Bank of America, N.A., as lender and administrative agent and other lenders, we
borrowed an aggregate amount of approximately $82 million to
fund the purchase of ASI shares 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, 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 million outstanding under our 53/4% 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.
  10




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##### Table of Contents



NASDAQ Delisting Proceedings
    4. SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition
  Accounting for
Performance of Construction-Type and Certain Production-Type Contracts.
 Software Revenue
Recognition.
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
 11




---



##### Table of Contents



Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)Net income (loss), as reported
    
    $
    (223
    )
    
    $
    2,788
    
    
    $
    (3,428
    )
    
    $
    (2,541
    )Foreign currency translation adjustments
    
    
    237
    
    
    
    (3,461
    )
    
    
    (1,070
    )
    
    
    (7,188
    )Change in unrealized gains (losses) on investments
    
    
    (7
    )
    
    
    27
    
    
    
    (18
    )
    
    
    105Comprehensive income (loss)
    
    $
    7
    
    
    $
    (646
    )
    
    $
    (4,516
    )
    
    $
    (9,624
    )
 Net Income (Loss) Per Share
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)Numerator:Net income (loss)
    
    $
    (223
    )
    
    $
    2,788
    
    
    $
    (3,428
    )
    
    $
    (2,541
    )Denominator:Weighted average common shares outstanding, excluding unvested
restricted stock units
    
    
    49,028
    
    
    
    48,019
    
    
    
    48,829
    
    
    
    47,918Denominator for basic calculation
    
    
    49,028
    
    
    
    48,019
    
    
    
    48,829
    
    
    
    47,918Effect of dilutive employee stock options and restricted stock units
    
    
    
    
    
    
    770
    
    
    
    
    
    
    
    Denominator for diluted calculation
    
    
    49,028
    
    
    
    48,789
    
    
    
    48,829
    
    
    
    47,918Net income (loss) per share  basic
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )Net income (loss) per share  diluted
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.07
    )
    
    $
    (0.05
    )
  As of December 31,2006
    
    
    2005Restricted stock awards and stock units
    
    
    843
    
    
    
    485Stock options
    
    
    5,801
    
    
    
    7,148Convertible notes
    
    
    5,682
    
    
    
    5,68212,362
    
    
    
    13,315
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
 12




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##### Table of Contents



Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB
Statement No. 43
  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 Losses
    
    
    Fair ValueMarch 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
 Accounts Receivable, net of allowance for doubtful accounts
  13




---



##### Table of Contents



December 31,
    
    
    March 31,2006
    
    
    2006Trade receivables
    
    $
    75,174
    
    
    $
    83,008Trade receivables-related party
    
    
    34
    
    
    
    90Unbilled receivables
    
    
    52,165
    
    
    
    63,435Other receivables
    
    
    5,602
    
    
    
    6,788Less: Allowance for doubtful accounts
    
    
    (4,042
    )
    
    
    (11,868
    )Total
    
    $
    128,933
    
    
    $
    141,453
       Inventories
  December 31,
    
    
    March 31,2006
    
    
    2006Raw materials
    
    $
    18,461
    
    
    $
    9,882Work-in-process
    
    
    40,668
    
    
    
    22,180Finished goods
    
    
    1,399
    
    
    
    1,157Total
    
    $
    60,528
    
    
    $
    33,219
   14




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##### Table of Contents



Goodwill and Intangible Assets
 Goodwill
  Fab Automation
    
    
    AMHS
    
    
    TotalBalances at March 31, 2006
    
    $
    3,398
    
    
    $
    55,442
    
    
    $
    58,840Acquisitions
    
    
    
    
    
    
    25,752
    
    
    
    25,752Foreign currency translation
    
    
    
    
    
    
    (1,667
    )
    
    
    (1,667
    )Balances at December 31, 2006
    
    $
    3,398
    
    
    $
    79,527
    
    
    $
    82,925
  Intangible assets
  December 31, 2006
    
    
    March 31, 2006Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetAmortizable intangible assets:Developed technology
    
    $
    80,484
    
    
    $
    52,937
    
    
    $
    27,547
    
    
    $
    58,289
    
    
    $
    44,275
    
    
    $
    14,014Customer base and other intangible assets
    
    
    52,654
    
    
    
    34,221
    
    
    
    18,433
    
    
    
    31,935
    
    
    
    29,419
    
    
    
    2,516Licenses and patents
    
    
    5,300
    
    
    
    3,761
    
    
    
    1,539
    
    
    
    6,316
    
    
    
    3,512
    
    
    
    2,804Total
    
    $
    138,438
    
    
    $
    90,919
    
    
    $
    47,519
    
    
    $
    96,540
    
    
    $
    77,206
    
    
    $
    19,334
   Fiscal Year ending March 31,Remaining portion of 2007
    
    $
    5,9182008
    
    
    16,9782009
    
    
    11,1722010
    
    
    6,8912011
    
    
    4,8742012 and thereafter
    
    
    1,686Total
    
    $
    47,519
 Warranty Accrual
  15




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Beginning Balance
    
    $
    7,761
    
    
    $
    11,374
    
    
    $
    7,967
    
    
    $
    13,509Accruals
    
    
    4,732
    
    
    
    877
    
    
    
    10,636
    
    
    
    5,832Settlements
    
    
    (2,634
    )
    
    
    (2,529
    )
    
    
    (8,866
    )
    
    
    (9,064
    )Foreign Currency Translation
    
    
    (43
    )
    
    
    (392
    )
    
    
    79
    
    
    
    (947
    )Ending Balance
    
    $
    9,816
    
    
    $
    9,330
    
    
    $
    9,816
    
    
    $
    9,330
  6. ACQUISITION
      Purchase Price:Total Cash Consideration
    
    $
    102,043Liability to purchase remaining 4.9% 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
  16




---



##### Table of Contents



In-Process Research and Development
      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
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    126,135
    
    
    $
    106,824
    
    
    $
    365,765
    
    
    $
    348,870Pro forma
net income (loss) prior to cumulative effect of change in
accounting principle
    
    
    (223
    )
    
    
    4,318
    
    
    
    (5,302
    )
    
    
    (3,911
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    Pro forma
net income (loss)
    
    $
    (223
    )
    
    $
    4,318
    
    
    $
    (5,199
    )
    
    $
    (3,911
    )Pro forma
basic and diluted net income (loss) per share prior to
cumulative effect of change in accounting principle
    
    $
    (0.00
    )
    
    $
    0.09
    
    
    $
    (0.11
    )
    
    $
    (0.08
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    Pro forma
basic and diluted net income (loss) per share
    
    $
    (0.00
    )
    
    $
    0.09
    
    
    $
    (0.11
    )
    
    $
    (0.08
    )Shares used in the per share calculation  Basic
    
    
    49,028
    
    
    
    48,019
    
    
    
    48,829
    
    
    
    47,918 Diluted
    
    
    49,028
    
    
    
    48,789
    
    
    
    48,829
    
    
    
    47,918
 17




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##### Table of Contents



7. 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
    
    
    Nine MonthsEnded
    
    
    EndedDecember 31, 2005
    
    
    December 31, 2005(as restated)
    
    
    (as restated)Net income (loss)  as reported
    
    $
    2,788
    
    
    $
    (2,541
    )Add: employee stock-based compensation
expense included in reported net loss,
net of tax
    
    
    382
    
    
    
    1,475Less: total employee stock-based
compensation expense determined under
fair value, net of tax
    
    
    (1,681
    )
    
    
    (5,282
    )As adjusted net income (loss)
    
    $
    1,489
    
    
    $
    (6,348
    )Basic net loss per share  as reported
    
    $
    0.06
    
    
    $
    (0.05
    )Diluted net loss per share  as reported
    
    $
    0.06
    
    
    $
    (0.05
    )Basic net income (loss) per share  pro forma
    
    $
    0.03
    
    
    $
    (0.13
    )Diluted net income (loss) per share  pro forma
    
    $
    0.03
    
    
    $
    (0.13
    )Shares used in the per share calculation  basic
    
    
    48,019
    
    
    
    47,918Shares used in the per share calculation  diluted
    
    
    48,789
    
    
    
    47,918
 18




---



##### Table of Contents



Impact of the adoption of SFAS No. 123(R)
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedDecember 31, 2006
    
    
    December 31, 2006Stock-based compensation expense by category:Cost of Sales
    
    $
    221
    
    
    $
    454Research and Development
    
    
    255
    
    
    
    750Selling , General and Administrative
    
    
    1,059
    
    
    
    3,484Total stock-based compensation expense
    
    $
    1,535
    
    
    $
    4,688Stock-based compensation expense by type of award:Employee stock options
    
    $
    897
    
    
    $
    2,883Employee stock purchase plan
    
    
    122
    
    
    
    357Restricted stock and restricted stock units
    
    
    516
    
    
    
    1,448Total stock-based compensation expense
    
    
    1,535
    
    
    
    4,688Tax effect on stock-based compensation
    
    
    
    
    
    
    Net stock-based compensation expense
    
    $
    1,535
    
    
    $
    4,688Effect on earnings per shareBasic and diluted
    
    $
    0.03
    
    
    $
    0.10Shares used in per share calculationBasic and diluted
    
    
    49,028
    
    
    
    48,829
  Valuation Assumptions
  19




---



##### Table of Contents



Stock Options Plans
       Employee Stock Purchase Plan
   Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005Stock option plans:Risk-free interest rate
    
    
    4.70
    %
    
    
    4.38
    %
    
    
    4.70
    %
    
    
    3.81
    %Expected term of options (in years)
    
    
    3.3
    
    
    
    4.7
    
    
    
    3.3
    
    
    
    4.7Expected volatility
    
    
    67.0
    %
    
    
    88.1
    %
    
    
    67.0
    %
    
    
    88.3
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005Employees Stock purchase plan:Risk-free interest rate
    
    
    4.92
    %
    
    
    4.291
    %
    
    
    4.92
    %
    
    
    3.81
    %Expected term of options (in years)
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    51.9
    %
    
    
    52.3
    %
    
    
    63.4
    %
    
    
    48.6
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 20




---



##### Table of Contents



Stock Option Plans
  Weighted-AverageTotal Number
    
    
    Weighted-Average
    
    
    Remaining
    
    
    Aggregateof Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    Intrinsic ValueOptions outstanding as of March 31, 2006
    
    
    6,876,412
    
    
    $
    9.19Granted
    
    
    236,000
    
    
    
    12.17Exercised
    
    
    (380,227
    )
    
    
    5.00Cancelled
    
    
    (930,820
    )
    
    
    9.22Options outstanding as of December 31, 2006
    
    
    5,801,365
    
    
    $
    9.60
    
    
    
    4.98
    
    
    $
    7,142,993Exercisable as of December 31, 2006
    
    
    4,429,492
    
    
    $
    10.63
    
    
    
    4.95
    
    
    $
    4,580,820
    Restricted Stock Awards and Restricted Stock Units
  Total Number
    
    Weighted-Averageof Shares
    
    Grant Date Fair ValueNon-vested as of March 31, 2006
    
    
    402,874
    
    
    $
    4.17Granted
    
    
    626,930
    
    
    
    7.78Vested
    
    
    (98,740
    )
    
    
    11.08Forfeited or Expired
    
    
    (88,214
    )
    
    
    3.95Non-vested as of December 31, 2006
    
    
    842,850
    
    
    $
    4.17
  Defined Benefit Pension Plans
  21




---



##### Table of Contents



8. RESTRUCTURING CHARGES
  Excess FacilitiesBalance, March 31, 2006
    
    $
    105Additional accruals
    
    
    1,812Non-cash 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
    
    
    984Amounts paid in cash
    
    
    (186
    )Balance, December 31, 2006
    
    $
    798
    Severance andBenefits
    
    
    Excess Facilities
    
    
    TotalBalance, March 31, 2005
    
    $
    67
    
    
    $
    816
    
    
    $
    883Additional accruals
    
    
    0
    
    
    
    93
    
    
    
    93Non-cash utilization
    
    
    27
    
    
    
    (16
    )
    
    
    11Amounts paid in cash
    
    
    0
    
    
    
    (370
    )
    
    
    (370
    )Foreign currency translation adjustment
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )Balance, June 30, 2005
    
    
    93
    
    
    
    522
    
    
    
    615Non-cash utilization
    
    
    (92
    )
    
    
    15
    
    
    
    (77
    )Amounts paid in cash
    
    
    0
    
    
    
    (122
    )
    
    
    (122
    )Foreign currency translation adjustment
    
    
    (1
    )
    
    
    0
    
    
    
    (1
    )Balance, September 30, 2005
    
    $
    
    
    
    $
    415
    
    
    $
    415Reduction in accruals
    
    
    
    
    
    
    (138
    )
    
    
    (138
    )Amounts paid in cash
    
    
    
    
    
    
    44
    
    
    
    44Foreign currency translation adjustment
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Balance, December 31, 2005
    
    $
    
    
    
    $
    243
    
    
    $
    243
   22




---



##### Table of Contents



9. INCOME TAXES
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)Provision for income taxes
    
    $
    1,569
    
    
    $
    6,426
    
    
    $
    7,661
    
    
    $
    16,110
      10. REPORTABLE SEGMENTS
   23




---



##### Table of Contents



December 31,
    
    March 31,2006
    
    2006AMHS:Total Assets
    
    $
    282,391
    
    
    $
    251,477Fab Automation Products:Total Assets
    
    $
    195,188
    
    
    $
    163,817Consolidated:Total Assets
    
    $
    477,579
    
    
    $
    415,294
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)AMHS:Net sales
    
    $
    77,847
    
    
    $
    67,337
    
    
    $
    216,548
    
    
    $
    230,135Cost of Sales
    
    
    58,620
    
    
    
    41,775
    
    
    
    161,703
    
    
    
    155,837Gross Profit
    
    $
    19,227
    
    
    $
    25,562
    
    
    $
    54,845
    
    
    $
    74,298Income from operations
    
    $
    4,410
    
    
    $
    14,520
    
    
    $
    21,012
    
    
    $
    36,013Fixed assets additions
    
    $
    773
    
    
    $
    1,500
    
    
    $
    4,442
    
    
    $
    2,949Amortization and Depreciation
    
    $
    2,813
    
    
    $
    3,089
    
    
    $
    9,216
    
    
    $
    11,939Fab Automation Products:Net sales
    
    $
    48,288
    
    
    $
    39,487
    
    
    $
    149,217
    
    
    $
    118,735Cost of Sales
    
    
    29,399
    
    
    
    23,073
    
    
    
    90,379
    
    
    
    73,899Gross Profit
    
    $
    18,889
    
    
    $
    16,414
    
    
    $
    58,838
    
    
    $
    44,836Loss from operations
    
    $
    (1,727
    )
    
    $
    (3,537
    )
    
    $
    (12,922
    )
    
    $
    (13,268
    )Fixed assets additions
    
    $
    142
    
    
    $
    3,395
    
    
    $
    2,027
    
    
    $
    4,932Amortization and Depreciation
    
    $
    4,589
    
    
    $
    2,178
    
    
    $
    9,939
    
    
    $
    6,429Consolidated:Net sales
    
    $
    126,135
    
    
    $
    106,824
    
    
    $
    365,765
    
    
    $
    348,870Cost of Sales
    
    
    88,019
    
    
    
    64,848
    
    
    
    252,082
    
    
    
    229,736Gross Profit
    
    $
    38,116
    
    
    $
    41,976
    
    
    $
    113,683
    
    
    $
    119,134Income from operations
    
    $
    2,683
    
    
    $
    10,983
    
    
    $
    8,090
    
    
    $
    22,745Fixed assets additions
    
    $
    915
    
    
    $
    4,895
    
    
    $
    6,469
    
    
    $
    7,881Amortization and Depreciation
    
    $
    7,402
    
    
    $
    5,267
    
    
    $
    19,155
    
    
    $
    18,368
   24




---



##### Table of Contents



11. DEBT
    December 31,
    
    
    March 31,2006
    
    
    2006Convertible subordinated notes
    
    $
    86,250
    
    
    $
    86,250Long-term loans
    
    
    59,720
    
    
    
    1,762Capital leases
    
    
    376
    
    
    
    524Total long-term debt
    
    
    146,346
    
    
    
    88,536Less: Current portion of long-term debt and capital leases
    
    
    (8,232
    )
    
    
    (1,368
    )Long-term debt and capital leases net of current portion
    
    $
    138,114
    
    
    $
    87,168
  Fiscal Year Ending March 31,
    
    AmountRemaining portion of 2007
    
    $
    1,5802008
    
    
    9,3802009
    
    
    93,0952010
    
    
    102011
    
    
    102012 and thereafter
    
    
    42,271$
    146,346
 Credit Facility
    25




---



##### Table of Contents



Convertible Subordinated Notes
    Lines of Credit
     26




---



##### Table of Contents



12. RELATED PARTY TRANSACTIONS
  December 31,
    
    March 31,2006
    
    2006Accounts payable and notes payable due to Shinko
    
    $
    28,394
    
    
    $
    13,406Accrued liabilities due to Shinko
    
    $
    139
    
    
    $
    59Accounts receivable from MECS Korea
    
    $
    34
    
    
    $
    90Accounts payable due to MECS Korea
    
    $
    171
    
    
    $
    3Accrued liabilities due to MECS Korea
    
    $
    51
    
    
    $
    81
  Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005Material and service purchases from Shinko
    
    $
    19,958
    
    
    $
    15,800
    
    
    $
    38,620
    
    
    $
    44,400Sales to MECS Korea
    
    $
    35
    
    
    $
    65
    
    
    $
    39
    
    
    $
    293Purchases from MECS Korea
    
    $
    250
    
    
    $
    5
    
    
    $
    274
    
    
    $
    5
 13. COMMITMENTS AND CONTINGENCIES
 Lease Commitments
  Fiscal Year Ending March 31,
    
    Capital Lease
    
    
    Operating LeaseRemaining portion of 2007
    
    $
    58
    
    
    $
    1,1032008
    
    
    166
    
    
    
    3,7142009
    
    
    151
    
    
    
    1,8832010
    
    
    6
    
    
    
    1,4402011 and thereafter
    
    
    6
    
    
    
    4,188Total
    
    $
    387
    
    
    $
    12,328Less: interest
    
    
    (11
    )Present value of minimum lease payments
    
    
    376Less: current portion of capital leases
    
    
    (175
    )Capital leases, net of current portion
    
    $
    201
  Legal Contingencies
  27




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##### Table of Contents



In re Asyst Technologies, Inc. Derivative Litigation Forlenzo v. Schwartz, et a et. seq
 28




---



##### Table of Contents



Indemnifications
   29




---



##### 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. 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 , as
amended on October 27, 2006 for the year ended March 31, 2006. Certain prior period amounts have
been reclassified to conform to current period presentation.
   Overview
     30




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##### Table of Contents



Status of Material Weaknesses
  Critical Accounting Policies and Estimates
   Stock-Based Compensation Share-Based Payment
 31




---



##### Table of Contents



Accounting
for Stock Issued to Employees
  Results of Operations
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(as restated)
    
    
    
    
    
    
    (as restated)AMHS:Net sales
    
    $
    77,847
    
    
    $
    67,337
    
    
    $
    216,548
    
    
    $
    230,135Cost of sales
    
    
    58,620
    
    
    
    41,775
    
    
    
    161,703
    
    
    
    155,837Gross profit
    
    $
    19,227
    
    
    $
    25,562
    
    
    $
    54,845
    
    
    $
    74,298Income from operations
    
    $
    4,410
    
    
    $
    14,520
    
    
    $
    21,012
    
    
    $
    36,013Fab Automation Products:Net sales
    
    $
    48,288
    
    
    $
    39,487
    
    
    $
    149,217
    
    
    $
    118,735Cost of sales
    
    
    29,399
    
    
    
    23,073
    
    
    
    90,379
    
    
    
    73,899Gross profit
    
    $
    18,889
    
    
    $
    16,414
    
    
    $
    58,838
    
    
    $
    44,836Loss from operations
    
    $
    (1,727
    )
    
    $
    (3,537
    )
    
    $
    (12,922
    )
    
    $
    (13,268
    )Consolidated:Net sales
    
    $
    126,135
    
    
    $
    106,824
    
    
    $
    365,765
    
    
    $
    348,870Cost of sales
    
    
    88,019
    
    
    
    64,848
    
    
    
    252,082
    
    
    
    229,736Gross profit
    
    $
    38,116
    
    
    $
    41,976
    
    
    $
    113,683
    
    
    $
    119,134Income from operations
    
    $
    2,683
    
    
    $
    10,983
    
    
    $
    8,090
    
    
    $
    22,745
  Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005(as restated)
    
    
    
    
    
    (as restated)AMHS:Net sales
    
    
    61.7
    %
    
    
    63.0
    %
    
    
    59.2
    %
    
    
    66.0
    %Cost of sales
    
    
    46.5
    %
    
    
    39.1
    %
    
    
    44.2
    %
    
    
    44.7
    %Gross profit
    
    
    15.2
    %
    
    
    23.9
    %
    
    
    15.0
    %
    
    
    21.3
    %Income from operations
    
    
    3.5
    %
    
    
    13.6
    %
    
    
    6.7
    %
    
    
    10.3
    %Fab Automation Products:Net sales
    
    
    38.3
    %
    
    
    37.0
    %
    
    
    40.8
    %
    
    
    34.0
    %Cost of sales
    
    
    23.3
    %
    
    
    21.6
    %
    
    
    24.7
    %
    
    
    21.2
    %Gross profit
    
    
    15.0
    %
    
    
    15.4
    %
    
    
    16.1
    %
    
    
    12.9
    %Loss from operations
    
    
    (1.4
    )%
    
    
    (3.3
    )%
    
    
    (4.5
    )%
    
    
    (3.8
    )%Consolidated:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    69.8
    %
    
    
    60.7
    %
    
    
    68.9
    %
    
    
    65.9
    %Gross profit
    
    
    30.2
    %
    
    
    39.3
    %
    
    
    31.1
    %
    
    
    34.1
    %Income from operations
    
    
    2.1
    %
    
    
    10.3
    %
    
    
    2.2
    %
    
    
    6.5
    %
 32




---



##### Table of Contents



Third Quarter of 2007 Compared to Third Quarter of 2006
 Net Sales
 Consolidated
  AMHS
  Fab Automation
  First Nine Months of 2007 Compared to First Nine Months of 2006
 Consolidated
  AMHS
  33




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##### Table of Contents



Fab Automation
  Comparison of Expenses, Gross Margin, Interest & Other, and Income Taxes
  Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005(as restated)
    
    
    
    
    
    (as restated)CONSOLIDATED:NET SALES
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %COST OF SALES
    
    
    69.8
    %
    
    
    60.7
    %
    
    
    68.9
    %
    
    
    65.9
    %Gross profit
    
    
    30.2
    %
    
    
    39.3
    %
    
    
    31.1
    %
    
    
    34.1
    %OPERATING EXPENSES:Research and development
    
    
    6.1
    %
    
    
    5.9
    %
    
    
    7.0
    %
    
    
    5.9
    %Selling, general and administrative
    
    
    17.3
    %
    
    
    19.9
    %
    
    
    17.4
    %
    
    
    17.9
    %Amortization of acquired intangible
assets
    
    
    4.7
    %
    
    
    3.3
    %
    
    
    4.0
    %
    
    
    3.8
    %Restructuring charges (credits)
    
    
    
    
    
    
    (0.1
    )%
    
    
    0.5
    %
    
    
    Total operating expenses
    
    
    28.1
    %
    
    
    29.0
    %
    
    
    28.9
    %
    
    
    27.6
    %Income from operations
    
    
    2.1
    %
    
    
    10.3
    %
    
    
    2.2
    %
    
    
    6.5
    %INTEREST AND OTHER EXPENSE, NET:Interest income
    
    
    0.4
    %
    
    
    0.7
    %
    
    
    0.5
    %
    
    
    0.5
    %Interest expense
    
    
    (2.1
    )%
    
    
    (1.6
    )%
    
    
    (1.8
    )%
    
    
    (1.4
    )%Other income, net
    
    
    0.6
    %
    
    
    3.2
    %
    
    
    0.7
    %
    
    
    1.2
    %Interest and other expense, net
    
    
    (1.1
    )%
    
    
    2.3
    %
    
    
    (0.6
    )%
    
    
    0.3
    %INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST
    
    
    1.0
    %
    
    
    12.5
    %
    
    
    1.6
    %
    
    
    6.8
    %PROVISION FOR INCOME TAXES
    
    
    (1.2
    )%
    
    
    (6.0
    )%
    
    
    (2.1
    )%
    
    
    (4.6
    )%MINORITY INTEREST
    
    
    (0.0
    )%
    
    
    (3.9
    )%
    
    
    (0.5
    )%
    
    
    (2.9
    )%NET INCOME (LOSS)
    
    
    (0.2
    )%
    
    
    2.6
    %
    
    
    (1.0
    )%
    
    
    (0.7
    )%
 34




---



##### Table of Contents



Gross Margin
 Consolidated
   AMHS
   Fab Automation
   Research and Development
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    Change(as restated)
    
    
    
    
    
    
    
    
    
    
    (as restated)Research and development
    
    $
    7,690
    
    
    $
    6,342
    
    
    $
    1,348
    
    
    $
    25,679
    
    
    $
    20,562
    
    
    $
    5,117Percentage of total net sales
    
    
    6.1
    %
    
    
    5.9
    %
    
    
    
    
    
    
    7.0.
    %
    
    
    5.9
    %
   35




---



##### Table of Contents



Selling, General and Administrative
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    Change(as restated)
    
    
    
    
    
    
    
    
    
    
    (as restated)Selling, general and administrative
    
    $
    21,831
    
    
    $
    21,295
    
    
    $
    536
    
    
    $
    63,669
    
    
    $
    62,746
    
    
    $
    923Percentage of total net sales
    
    
    17.3
    %
    
    
    19.1
    %
    
    
    
    
    
    
    17.4
    %
    
    
    18.0
    %
   Amortization of Acquired Intangible Assets
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    ChangeAmortization of acquired intangible assets

    $
    5,912
    
    
    $
    3,494
    
    
    $
    2,418
    
    
    $
    14,461
    
    
    $
    13,126
    
    
    $
    1,355Percentage of total net sales
    
    
    4.7
    %
    
    
    3.3
    %
    
    
    
    
    
    
    4.0
    %
    
    
    3.8
    %
  Restructuring Charges (credits)
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    ChangeRestructuring charges (credits)
    
    $
    
    
    
    $
    (138
    )
    
    $
    138
    
    
    $
    1,784
    
    
    $
    (45
    )
    
    $
    1,829Percentage of total net sales
    
    
    0.0
    %
    
    
    (0.1
    )%
    
    
    
    
    
    
    0.5
    %
    
    
    (0.0
    )%
  36




---



##### Table of Contents



(in thousands):
    
    Excess FacilitiesBalance, March 31, 2006
    
    $
    105Additional accruals
    
    
    1,812Non-cash 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
    
    $
    984Amounts paid in cash
    
    
    (186
    )Balance, December 31, 2006
    
    $
    798
 Interest Income, Interest Expense and Other Income, Net
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    ChangeInterest income
    
    $
    552
    
    
    $
    706
    
    
    $
    (154
    )
    
    $
    1,828
    
    
    $
    1,798
    
    
    $
    30Interest expense
    
    $
    2,678
    
    
    $
    1,714
    
    
    $
    964
    
    
    $
    6,624
    
    
    $
    5,126
    
    
    $
    1,498Other income, net
    
    $
    800
    
    
    $
    3,417
    
    
    $
    (2,617
    )
    
    $
    2,596
    
    
    $
    4,267
    
    
    $
    (1,671
    )
    Income Taxes
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,(in thousands, except percentage)
    
    2006
    
    
    2005
    
    
    Change
    
    
    2006
    
    
    2005
    
    
    Change(as restated)
    
    
    
    
    
    
    
    
    
    
    (as restated)Provision for income taxes
    
    $
    1,569
    
    
    $
    6,426
    
    
    $
    (4,857
    )
    
    $
    7,661
    
    
    $
    16,110
    
    
    $
    (8,449
    )Percentage of total net sales
    
    
    1.2
    %
    
    
    6.0
    %
    
    
    
    
    
    
    2.1
    %
    
    
    4.6
    %
    37




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##### Table of Contents



Liquidity and Capital Resources
   Nine Months EndedDecember 31,2006
    
    
    2005(as restated)Net cash provided by operating activities
    
    $
    44.5
    
    
    $
    43.0Net cash provided by (used in) investing activities
    
    $
    (96.4
    )
    
    $
    13.4Net cash
provided by (used in) financing activities
    
    $
    56.0
    
    
    $
    (6.4
    )Cash Flows from Operating ActivitiesNet loss
    
    
    
    
    
    $
    (3.4
    )Depreciation and amortization
    
    
    
    
    
    
    21.0Minority interest in net income of consolidated subsidiary
    
    
    
    
    
    
    1.8Stock-based
compensation expense
    
    
    
    
    
    
    4.7Deferred taxes, net
    
    
    
    
    
    
    (6.7
    )Other non-cash charges
    
    
    
    
    
    
    (6.3
    )Decrease in accounts receivable
    
    
    
    
    
    
    19.2Increase in inventories
    
    
    
    
    
    
    (24.8
    )Decrease in prepaid expenses and other assets
    
    
    
    
    
    
    (8.6
    )Increase in accounts payable, accrued liabilities and deferred margin
    
    
    
    
    
    
    47.6Net cash provided by operating activities
    
    
    
    
    
    $
    44.5
  38




---



##### Table of Contents



Cash Flows from Investing Activities
   Cash Flows from Financing Activities
    39




---



##### Table of Contents



Other Debt Financing Arrangements
      Acquisition and Related Debt Financing Facility
     40




---



##### Table of Contents



Other Liquidity Considerations
     41




---



##### Table of Contents



NASDAQ Delisting Proceedings
    Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
   Fair Value Measurements
 42




---



##### Table of Contents



Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No.87, 88, 106, and
132(R
 Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk.
   Foreign Currency Exchange Risk
 Strengthening in
    
    No change in
    
    Weakening inJapanese Yen of
    
    Japanese Yen
    
    Japanese Yen ofX percent
    
    exchange rate
    
    X percent10%
    
    5%
    
    
    
    
    
    5%
    
    10%Net loss for the nine months ended December 31, 2006
    
    $
    (529
    )
    
    $
    (2,054
    )
    
    $
    (3,428
    )
    
    $
    (4,669
    )
    
    $
    (5,798
    )
   43




---



##### Table of Contents



.
 
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
      44




---



##### 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.
  We face significant pending and potential risks in connection with our outstanding indebtedness; if
we are not able to resolve existing uncertainties and restructure portions of this debt on a timely
basis on desired terms in the future, our ability to discharge our obligations under this
indebtedness, liquidity and business may be materially harmed.
  
    
    Under a senior secured credit agreement entered into in June 2006 with Bank of America,
N.A., as lender and administrative agent and other lenders, we borrowed an aggregate amount
of approximately $81.5 million to fund the purchase of ASI shares from Shinko on July 14,
2006, and issued a letter of credit in favor of Shinko for approximately $11 million related
to the equity option on Shinkos remaining 4.9% ASI share ownership. This credit agreement
provides a $115 million senior secured credit facility consisting of a $90 million revolving
credit facility, including a $20 million sub-limit for letters of credit and $10 million
sub-limit for swing-line loans, and a $25 million term loan facility. The credit agreement
will terminate and all amounts outstanding will be due in three years after July 14, 2006,
provided that Asysts outstanding 5 3/4% 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. At December 31, 2006,
the outstanding balance under this credit facility was approximately
$59 million.
    
    We have approximately $86 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 redeemable at our
option.
    
    In a letter delivered to us and dated August 16, 2006, U.S. Bank National Association, as
the trustee under the indenture relating to these notes, asserted that Asyst was in default
under the notes indenture because of the previously announced delays in filing with the SEC
and the trustee the report on Form 10-K for the year ended March 31, 2006 and in filing with
the SEC our Form 10-Q for the fiscal quarter ended June 30, 2006. The letter stated that
this asserted default was not an Event of
 45




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Default under the indenture if the Company cured the default within 60 days after receipt of
the notice, or if the default is waived by the holders of a majority in aggregate principal
amount of the notes outstanding.
    
    If an Event of Default were to occur, and is continuing under the indenture, the trustee
or the holders of at least 25% in aggregate principal amount of the notes at the time
outstanding may accelerate maturity of the notes.
    
    Asyst does not agree with the trustees assertion that the delays in filing of the annual
and quarterly reports constituted a default under its indenture. However, on October 13,
2006, as amended on October 27, 2006, we filed with the SEC our reports on Form 10-K for the
year ended March 31, 2006 and Form 10-Q for the fiscal quarter ended June 30, 2006, and
delivered copies of those reports to the trustee. That delivery cured any purported
defaults under the indenture and asserted by the trustee in its letter referenced above.
    
    At December 31, 2006, ASI had four revolving lines of credit with Japanese banks. These
lines allow aggregate borrowing of up to 6 billion Japanese Yen, or approximately $50
million at the exchange rate as of March 31, 2006. As of December 31, 2006, the amount
available under these lines of credit was 6 billion Japanese Yen
or approximately $50
million at the exchange rate as of December 31, 2006.
    
    Comerica Bank has agreed to continue to maintain a letter of credit in the amount of
$750,000 in favor of the landlord under our current headquarters lease in Fremont,
California, on an unsecured basis, notwithstanding the previously reported termination of
the Amended and Restated Loan and Security Agreement dated as of May 15, 2004, between Asyst
and Comerica Bank (which termination became effective with the borrowing described above
under the senior secured credit facility). There were no amounts outstanding for borrowed
money under the Comerica Bank line of credit that otherwise was scheduled to expire on July
30, 2007.
    
    As a result of compliance with the covenants in the Bank of America facility, the net available
borrowing capacity at December 31, 2006 under all of the Companys credit facilities is restricted
to approximately $37 million.
      46




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We face additional risks and costs as a result of the delayed filing of our SEC reports described
below and the time, cost and outcome of our Special Committee investigation into past stock option
grants and practices.
    47




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In re Asyst Technologies, Inc. Derivative
Litigation Forlenzo v. Schwartz, et al
 48




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If we continue to fail to achieve and maintain effective disclosure controls and procedures and
internal control over financial reporting on a consolidated basis, our stock price and investor
confidence in our Company could be materially and adversely affected.
     If we fail to manage effectively our ASI subsidiary, our sales and profitability of AMHS could be
adversely affected and the sales mix between AMHS and our other products could affect our overall
financial performance.
  49




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If we are unable to increase our sales of AMHS to FPD manufacturers, or if the FPD industry enters
a cyclical downturn, our growth prospects could be negatively affected.
 .
  Most of our Fab Automation Product manufacturing is outsourced and we rely on a single contract
manufacturer for much of this manufacturing, which could disrupt the availability of our Fab
Automation Products and adversely affect our gross margins.
   50




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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 may have additional tax liabilities that could be materially higher than we expect.
   Because we do not have long-term contracts with our customers, our customers may cease purchasing
our products at any time.
  
    
    our customers can cease purchasing our products at any time, without penalty;
    
    our customers are free to purchase products from our competitors;
    
    we are exposed to competitive price pressure on each order;
    
    our customers are not required to make minimum purchases; and
    
    our customers may reschedule or cancel existing orders, and we may not be able to recover
the costs we have incurred to manufacture that product from the customer.
 51




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##### Table of Contents



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.
  If we are unable to develop and introduce new products and technologies in a timely manner, our
business could be negatively affected.
  We may be unable to protect our intellectual property rights and we may become involved in
litigation concerning the intellectual property rights of others.
    52




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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.
  As our quarterly and yearly operating results are subject to variability, comparisons between
periods may not be meaningful; this variability in our results could cause our stock price to
decline.
  
    
    general trends in the overall economy, electronics industry and semiconductor and FPD manufacturing industries;
    
    fluctuations in the semiconductor and FPD equipment markets;
    
    changes in customer buying patterns;
    
    the degree of competition we face;
    
    pricing pressures causing lower gross margins or lost orders;
    
    the size, timing and product mix of customer orders;
    
    lost sales due to any failure in the outsourcing of our manufacturing;
    
    the availability of key components;
    
    the timing of product shipment and acceptance, which are factors in determining when we recognize revenue; and
    
    the timely introduction and acceptance of new products.
  53




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We face significant economic and regulatory risks because a majority of our net sales are derived
from outside the United States.
  
    
    exposure to currency fluctuations;
    
    the imposition of governmental controls;
    
    the laws of certain foreign countries may not protect our intellectual property to the
same extent as do the laws of the United States;
    
    the need to comply with a wide variety of foreign and U.S. export laws;
    
    political and economic instability;
    
    terrorism and anti-American sentiment;
    
    trade restrictions;
    
    slowing economic growth and availability of investment capital and credit;
    
    changes in tariffs and taxes;
    
    longer product acceptance and payment cycles;
    
    the greater difficulty in administering business overseas; and
    
    inability to enforce payment obligations or recourse to legal protections accorded
creditors to the same extent within the U.S.
    54




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Our current and planned operations may strain our resources and increase our operating expenses.
   We have continued to experience unexpected turnover in our finance department, and this has had an
adverse impact on our business; if we lose any of our key personnel or are unable to attract, train
or retain qualified personnel, our business would be further harmed.
    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.
    55




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We may not effectively compete in a highly competitive semiconductor manufacturing equipment
industry.
     
 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Nominees:
 FOR
    
    WITHHELDStephen S. Schwartz, Ph.D.
    
    
    40,585,857
    
    
    
    2,931,590Stanley Grubel
    
    
    40,864,531
    
    
    
    2,652,916Tsuyoshi E. Kawanishi
    
    
    23,793,344
    
    
    
    19,724,103Robert A. McNamara
    
    
    24,642,150
    
    
    
    18,875,297Anthony E. Santelli
    
    
    40,851,671
    
    
    
    3,665,776William Simon
    
    
    40,854,194
    
    
    
    2,663,253Walter W. Wilson
    
    
    39,595,600
    
    
    
    3,921,847
 56




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##### Table of Contents



2.
    
    To approve amendments to our 2003 Equity Incentive Plan:
 FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE23,967,548
    
    8,535,766
    
    50,939
    
    10,963,194
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE28,630,039
    
    3,865,710
    
    5,850
    
    1,093,194
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE43,197,663
    
    144,074
    
    175,710
    
    
 57




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ITEM 6. EXHIBITS
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith3.1
    
    Amended and Restated Articles of
Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    Bylaws of the Company.
    
    S-1
    
    
    3.2
    
    
    333-66184
    
    7/19/19933.3
    
    Certificate of Amendment of the
Amended and Restated Articles of
Incorporation, filed September 24,
1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    Certificate of Amendment of the
Amended and Restated Articles of
Incorporation, filed October 5, 2000.
    
    DEF 14A
    
    App.
    
    000-22430
    
    7/31/20004.1
    
    Rights Agreement among the Company and
Bank of Boston, N.A., as Rights Agent,
dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    Common Stock Purchase Agreement
between the Company and various
purchasers, dated as of May 26, 1999.
    
    8-K
    
    
    4.2
    
    
    000-22430
    
    6/18/1999.4.3
    
    Indenture dated as of July 3, 2001
between the Company, State Street Bank
and Trust Company of California, N.A.,
as trustee, including therein the
forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.4
    
    Registration Rights Agreement dated as
of July 3, 2001 between the Company
and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith,
Incorporated, and ABN Amro Rothschild
LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/200110.3*
    
    Companys 1993 Employee Stock Purchase
Plan as amended and approved by the
Registrants shareholders through
December 14, 2006
    
    14A
    
    App. B
    
    000-22430
    
    11/03/0610.32*
    
    2003 Equity Incentive Plan as amended
and approved by the Registrants
shareholders through December 14, 2006
    
    14A
    
    App. A
    
    000-22430
    
    11/03/0610.43
    
    First Amendment to Credit Agreement
among Asyst Technologies, Inc., Asyst
Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National
Association, Union Bank of California,
N.A., and Development Bank of Japan
dated as of October 13, 2006.
    
    
    
    
    
    
    
    
    
    
    
    X10.44
    
    Second Amendment and Waiver to Credit
Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of
America, N.A., Comerica Bank, Keybank
National Association, Union Bank of
California, N.A., and Development Bank
of Japan dated as of November 13,
2006.
    
    
    
    
    
    
    
    
    
    
    
    X
 58




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.45
    
    Third Amendment and Waiver to Credit
Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of
America, N.A., Comerica Bank, Keybank
National Association, Union Bank of
California, N.A., and Development Bank
of Japan dated as of December 29,
2006.
    
    
    
    
    
    
    
    
    
    
    
    X10.46*
    
    Form of Changein-Control Agreement
entered into between the Company and
certain executive officers.
    
    
    
    
    
    
    
    
    
    
    
    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 59




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##### Table of Contents



SIGNATURES
  ASYST TECHNOLOGIES, INC.Date: February 9, 2007
    By:
    /s/MICHAEL A. SICUROMichael A. SicuroChief Financial Officer  60




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EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith3.1
    
    Amended and Restated Articles of
Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    Bylaws of the Company.
    
    S-1
    
    
    3.2
    
    
    333-66184
    
    7/19/19933.3
    
    Certificate of Amendment of the
Amended and Restated Articles of
Incorporation, filed September 24,
1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    Certificate of Amendment of the
Amended and Restated Articles of
Incorporation, filed October 5, 2000.
    
    DEF 14A
    
    App.
    
    000-22430
    
    7/31/20004.1
    
    Rights Agreement among the Company and
Bank of Boston, N.A., as Rights Agent,
dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    Common Stock Purchase Agreement
between the Company and various
purchasers, dated as of May 26, 1999.
    
    8-K
    
    
    4.2
    
    
    000-22430
    
    6/18/19994.3
    
    Indenture dated as of July 3, 2001
between the Company, State Street Bank
and Trust Company of California, N.A.,
as trustee, including therein the
forms of the notes.
    
    10-Q
    
    
    4.3
    
    
    000-22430
    
    8/14/20014.4
    
    Registration Rights Agreement dated as
of July 3, 2001 between the Company
and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith,
Incorporated, and ABN Amro Rothschild
LLC.
    
    10-Q
    
    
    4.4
    
    
    000-22430
    
    8/14/200110.3*
    
    Companys 1993 Employee Stock Purchase
Plan as amended and approved by the
Registrants shareholders through
December 14, 2006
    
    14A
    
    App. B
    
    000-22430
    
    11/03/0610.32*
    
    2003 Equity Incentive Plan as amended
and approved by the Registrants
shareholders through December 14, 2006
    
    14A
    
    App. A
    
    000-22430
    
    11/03/0610.43
    
    First Amendment to Credit Agreement
among Asyst Technologies, Inc., Asyst
Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National
Association, Union Bank of California,
N.A., and Development Bank of Japan
dated as of October 13, 2006.
    
    
    
    
    
    
    
    
    
    
    
    X10.44
    
    Second Amendment and Waiver to Credit
Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of
America, N.A., Comerica Bank, Keybank
National Association, Union Bank of
California, N.A., and Development Bank
of Japan dated as of November 13,
2006.
    
    
    
    
    
    
    
    
    
    
    
    X




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.45
    
    Third Amendment and Waiver to Credit
Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of
America, N.A., Comerica Bank, Keybank
National Association, Union Bank of
California, N.A., and Development Bank
of Japan dated as of December 29,
2006.
    
    
    
    
    
    
    
    
    
    
    
    X10.46*
    
    Form of Change-in-Control Agreement
entered into between the Company and
certain executive officers.
    
    
    
    
    
    
    
    
    
    
    
    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