UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2004
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
| | | |
000-22430
(Commission File No.) | | 94-2942251
(IRS Employer Identification No.) |
48761 Kato Road
Fremont, California 94538
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(510) 661-5000
TABLE OF CONTENTS
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 5, 2004, the registrant issued a press release addressing results for its fourth fiscal quarter ended March 27, 2004. In conjunction with that press release, the registrant conducted a conference call on May 5, 2004 to discuss those results with investors and financial analysts.
That press release, dated May 5, 2004 and titled “Asyst Technologies Reports Results for Fourth Quarter of Fiscal 2004” is attached hereto as Exhibit 99.1. A transcript of that conference call is attached hereto as Exhibit 99.2.
The information in this Current Report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Except for statements of historical fact, the statements in this Current Report are forward-looking. Such statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to: (i) uncertainties presented by the volatility of semiconductor industry cycles, (ii) the risk that the registrant will be unable to (a) continue to maintain and improve gross margins through outsourced manufacturing, (b) reduce operating expenses, or (c) manage cash flows (and uncertainties regarding the timing and degree of any such improvements in gross margins, any such reductions in operating expenses, and any changes in cash flows), (iii) the risk that the registrant will be unable to respond to rapid demand shifts, (iv) risks created by the registrant’s dependence on a few significant customers, (v) uncertainties surrounding the transition of the semiconductor industry from 200mm wafers to 300mm wafers and the timing and scope of related decisions by manufacturers to transition and expand fabrication facilities, (vi) continued risks associated with customers’ acceptance of new products and product capabilities, (vii) the risk that customers will delay, reduce, or cancel planned projects or bookings and thus delay recognition of or reduce the amount of the registrant’s anticipated revenue, (viii) uncertainties created by competition in the semiconductor equipment industry (and specifically in the AMHS sector) and in the flat panel display sector, (ix) the risk that the registrant will be unable to (a) integrate acquired companies in an efficient and timely manner, (b) complete planned restructuring and outsourcing programs, or (c) retain and attract key employees, and (x) other risks and uncertainties as more fully detailed in the registrant’s annual report on Form 10-K (as amended) for the year ended March 31, 2003, and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2004
| | | | | |
| | ASYST TECHNOLOGIES, INC.
| |
| | By: | /s/ Steve Debenham | |
| | | Steve Debenham | |
| | | Vice President, Secretary, and General Counsel | |
| |
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description |
| 99.1 | | Press Release titled “Asyst Technologies Reports Results for Fourth Quarter of Fiscal 2004” dated May 5, 2004. |
| 99.2 | | Transcript of conference call conducted by the registrant on May 5, 2004. |
