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): March 23, 2000
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-22430 94-2944251
(Commission File No.) (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
1
This Current Report on Form 8-K contains forward looking statements that
involve risks and uncertainties relating to the acquisition by Asyst
Technologies, Inc., a California corporation ("Asyst"), of a majority ownership
position in MECS Corporation, a corporation based in Nagoya, Japan (MECS).
Actual results and developments may differ materially from those described in
this Current Report. For more information about Asyst and risks relating to
investing in Asyst, refer to Asyst's most recent reports on Form 10-K and Form
10-Q and most recent registration statement on Form S-3.
Item 2. Acquisition or Disposition of Assets.
On March 27, 2000, Asyst completed the second phase of its acquisition of
MECS by acquiring a majority ownership position of 79 percent with a second
investment of approximately $9.8 million. Originally announced on September
22, 1999, the transaction was structured as a staged acquisition, with Asyst
holding an initial minority share ownership of ten percent. Under the terms of
the purchase agreement, Asyst agreed to move to a majority ownership position
upon attainment by MECS of certain business objectives. The purchase agreement
places an enterprise valuation on MECS of approximately $45 million. Based in
Nagoya, MECS is one of Japan's leading suppliers of robotic systems used to
automate sophisticated semiconductor and flat panel display manufacturing
equipment.
A copy of the press release announcing the strategic alliance with and
minority ownership position in MECS is attached hereto as Exhibit 99.1 and
incorporated by reference herein. A copy of the press release announcing the
acquisition of a majority ownership position in MECS is attached hereto as
Exhibit 99.2 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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The Registrant believes that it would be impractical to provide the
required financial statements at the time this Report on Form 8-K is filed.
The Registrant intends to file such financial information as an amendment to
this Form 8-K within 60 days of the date hereof.
(b) Pro Forma Financial Information
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The Registrant believes that it would be impractical to provide the
required pro forma financial information at the time this Report on Form 8-K is
filed. The Registrant intends to file such financial information as an
amendment to this Form 8-K within 60 days of the date hereof.
(c) Exhibits.
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Exhibit No. Description
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2
2.1* Purchase Agreement, dated as of March 23, 2000.
2.2* Purchase Agreement, dated as of September, 1999.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1* Press release announcing the minority ownership position in MECS.
99.2* Press release announcing the majority ownership position in MECS.
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* The Registrant will file the exhibits as an amendment to this Form 8-K
within 60 days of the date hereof.
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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.
ASYST TECHNOLOGIES, INC.
Dated: April 7, 2000 By: /s/ Douglas J. McCutcheon
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Douglas J. McCutcheon
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1* Purchase Agreement, dated as of March 23, 2000.
2.2* Purchase Agreement, dated as of September, 1999.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1* Press release announcing the minority ownership position in MECS.
99.2* Press release announcing the majority ownership position in MECS.
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* The Registrant will file the exhibits as an amendment to this Form 8-K
within 60 days of the date hereof.