SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 7, 2000
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specific 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, CA 94538
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 661-5000
1.
ITEM 5. OTHER EVENTS
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The forward-looking
statements contained herein involve risks and uncertainties, including those
relating to the possible inability to complete the merger transactions involving
Asyst Technologies, Inc., a California corporation ("Asyst"), Advanced Machine
Programming, Inc., a California corporation ("AMP"), and Semifab, Inc.
("Semifab") as scheduled, or at all, and those associated with the ability of
the combined companies to achieve the anticipated benefits of the mergers.
Actual results and developments may differ materially from those described or
incorporated by reference in this Report. For more information about Asyst and
risks arising when investing in Asyst, investors are directed to Asyst's most
recent report on Form 10-K as filed with the Securities and Exchange Commission.
On December 7, 2000. Asyst announced that it entered into a definitive merger
agreement with AMP. The definitive merger agreement contemplates that, subject
to the satisfaction of certain conditions contained therein, including the
approval of the merger referred to therein by the shareholders of AMP and the
expiration or early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), Asyst would
acquire AMP for a combination of cash and stock. Upon completion of the merger,
shareholders of AMP will receive $19 million in cash, subject to an adjustment
based on the net working capital that remains in AMP as of the closing date, and
$19 million of Asyst stock valued at the average closing sale prices for a share
of Asyst stock as reported on the Nasdaq National Market over the 5 consecutive
trading days immediately preceding the closing date. The description contained
in this Item 5 of the transactions contemplated by the merger agreement is
qualified in its entirety by reference to the full text of the merger agreement.
On December 7, 2000, Asyst announced that it entered into a definitive merger
agreement with Semifab. The definitive merger agreement contemplates that,
subject to the satisfaction of certain conditions contained therein, including
the approval of the merger referred to therein by the shareholders of Semifab
and the expiration or early termination of the waiting period under HSR, Asyst
would acquire Semifab for a combination of cash and stock. Upon completion of
the merger, shareholders of Semifab for a combination of cash and stock. Upon
completion of the merger, shareholders of Semifab will receive $5 million in
cash, 1,000,000 shares of Asyst stock, and 450,000 shares of Asyst stock subject
to Asyst's right of repurchase based on the failure to attain milestones, which
expires, at the latest, on June 30, 2002. The description contained in this Item
5 of the transactions contemplated by the merger agreement is qualified in its
entirety by reference to the full text of the merger agreement.
The press release issued by Asyst, dated December 7, 2000, entitled "Asyst
Pioneers Automation Foundry Model With Two Strategic Acquisitions" is attached
hereto as Exhibit 99.1.
2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated December 7, 2000
3.
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
Dated: December 21, 2000
By: /s/ Douglas J. McCutcheon
__________________________________
Douglas J. McCutcheon
Senior Vice President, Chief Financial
Officer
4.
EXHBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated December 7, 2000
5.