UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
---
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
___ 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 0-22114
ASYST TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2942251
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
48761 KATO ROAD, FREMONT, CALIFORNIA 94538
(Address of principal executive offices)
(510) 661-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO ____
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THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE, OUTSTANDING
AS OF NOVEMBER 3, 1997 WAS 11,853,865.
================================================================================
ASYST TECHNOLOGIES, INC.
INDEX
Part I. Financial Information Page No.
--------------------- --------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- 2
September 30, 1997 and March 31, 1997
Condensed Consolidated Statements of Income -- 3
Three Months Ended September 30, 1997 and
September 30, 1996 and Six Months Ended
September 30, 1997 and September 30, 1996
Condensed Consolidated Statements of Cash Flows -- 4
Six Months Ended September 30, 1997 and
September 30, 1996
Notes to Condensed Consolidated Financial 5
Statements
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Part II. Other Information 11
-----------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
---------
Exhibit Index 15
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1
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30, MARCH 31,
1997 1997
-------------- ----------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 23,225 $12,021
Accounts receivable, net 31,426 35,259
Inventories 23,218 18,609
Prepaid expenses and other current assets 9,611 12,626
Net assets of discontinued operations 4,559 2,749
-------------- ----------------
Total current assets 92,039 81,264
Property and equipment, net 9,935 10,363
Other assets, net 2,186 2,452
-------------- ----------------
$104,160 $94,079
============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,027 $13,392
Accrued liabilities 12,757 10,205
Customer deposits 1,832 2,968
Income taxes payable 2,543 2,510
-------------- ----------------
Total current liabilities 29,159 29,075
-------------- ----------------
Shareholders' equity:
Common stock 69,263 66,945
Retained earnings (deficit) 5,738 (1,941)
-------------- ----------------
Total shareholders' equity 75,001 65,004
-------------- ----------------
$104,160 $94,079
============== ================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED: IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
---------- ----------- ---------- -----------
Net sales $40,312 $33,085 $77,998 $66,233
Cost of sales 22,588 19,461 43,902 38,467
---------- ----------- ---------- -----------
Gross margin 17,724 13,624 34,096 27,766
Operating expenses:
Research and development 3,294 1,331 6,038 3,869
Selling, general and administrative 8,344 7,291 17,054 13,435
---------- ----------- ---------- -----------
Total operating expenses 11,638 8,622 23,092 17,304
Operating income 6,086 5,002 11,004 10,462
Other income, net 698 172 995 311
---------- ----------- ---------- -----------
Income from continuing operations
before income taxes 6,784 5,174 11,999 10,773
Provision for income taxes 2,442 1,790 4,320 3,893
---------- ----------- ---------- -----------
Income from continuing operations 4,342 3,384 7,679 6,880
Discontinued operations:
Loss from operations of Asyst
Automation, Inc., net of applicable
income tax benefit - (971) - (1,329)
---------- ----------- ---------- -----------
Net income $4,342 $ 2,413 $ 7,679 $ 5,551
========== =========== ========== ===========
Weighted average common and common
equivalent shares outstanding 11,728 10,332 11,397 10,362
Net income per share from continuing
operations $ 0.37 $ 0.33 $.67 $.66
========== =========== ========== ===========
Net income per share $ 0.37 $ 0.23 $.67 $.54
========== =========== ========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED: IN THOUSANDS)
SIX MONTHS ENDED
SEPTEMBER 30,
1997 1996
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 7,679 $ 5,551
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense 2,209 1,310
Loss from discontinued operations - 1,329
Change in net assets of discontinued operations (1,810) (8,193)
Decrease in provision for doubtful accounts (461) (236)
Tax benefit associated with employee option plan 548 -
Changes in current assets and liabilities:
Accounts receivable 4,294 2,887
Inventories (4,609) (5,864)
Prepaid expenses and other current assets 3,015 2,489
Accounts payable (1,365) 3,953
Accrued liabilities 2,552 1,837
Customer deposits (1,136) (5,299)
Income taxes payable 33 510
------ ------
Net cash provided by operating activities 10,949 274
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plan and equipment (1,519) (2,311)
Sale of short-term investments, net - 1,005
Increase (decrease) in other assets 4 (626)
------ ------
Net cash used for investing activities (1,515) (1,932)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,770 912
------ ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,204 (746)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,021 12,014
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $23,225 $11,268
============ ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited: In thousands)
BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of Asyst
Technologies, Inc., a California corporation ("the Company"), and its wholly-
owned subsidiaries. Significant inter-company accounts and transactions have
been eliminated.
While the financial information furnished is unaudited, the financial statements
included in this report reflect all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for the fair
presentation of the results of operations for the interim periods covered and of
the financial condition of the Company at the date of the interim balance sheet.
The Company closes its books on the last Saturday of each quarter and thus the
actual date of the quarter end is usually different from the month-end dates
used throughout this 10-Q report. The results for interim periods are not
necessarily indicative of the results for the entire year. The condensed
consolidated financial statements should be read in connection with the Asyst
Technologies, Inc. financial statements for the year ended March 31, 1997
included in its Form 10-K.
CASH AND CASH EQUIVALENTS
For purposes of the consolidated statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three months or
less to be cash and cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market and include materials,
labor and manufacturing overhead costs. Inventories of continuing operations
consist of:
September 28, 1997 March 31, 1997
-------------------- --------------
Raw material $ 18,760 $ 16,302
Work-in-process and finished goods 4,458 2,307
-------- --------
$ 23,218 $ 18,609
======== ========
COMMON STOCK DIVIDEND
On July 21, 1997, the Board of Directors declared a two-for-one stock split of
the Company's Common Stock effected in the form of a stock dividend. The stock
dividend was paid on August 22, 1997 to the holders of record on August 1,
1997. All share and per share amounts have been adjusted retroactively to give
effect to the stock dividend.
NET INCOME PER SHARE
Net income per share has been computed using the weighted average number of
common stockand common equivalent shares outstanding. Common equivalent shares
consist of dilutive shares issuable upon the assumed exercise of outstanding
common stock options. Fully diluted net income per share is substantially the
same as primary net earnings per share.
5
PROVISION FOR INCOME TAXES
Provision for income taxes for the three month and six month periods ended
September 30, 1997 and September 30, 1996 includes a provision for federal,
state and foreign taxes based upon the annual estimated effective tax rates
applicable to the Company and its subsidiaries for the year.
NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." The requirements of both SFAS No. 128 and SFAS No. 129 will become
effective for the Company's year ending March 31, 1998. If SFAS No. 128 had been
applied by the Company, basic income per share would have been $.40 and $.24,
respectively, and diluted income per share of $.37 and $.23, respectively, for
the three month period ended September 30, 1997 and September 30, 1996. For the
six month period ended September 30, 1997 and September 30, 1996, basic income
per share would have been $.72 and $.55, respectively, and diluted income per
share of $.67 and $.54, respectively. SFAS No. 129 will not have a material
impact on the Company's financial statement disclosures.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting and
presentation of comprehensive income and its components. SFAS No. 130 will
become effective for the Company's year ending March 31, 1999. SFAS No. 130 will
not have a material impact on the Company's results of operations.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
establishes standards for disclosure of segment information. SFAS No. 131 will
become effective for the Company's year ending March 31, 1999. SFAS No. 131 will
not have a material impact on the Company's financial statement disclosures.
DISCONTINUED OPERATIONS
In January 1997, the Company adopted a formal plan to shutdown its subsidiary,
Asyst Automation, Inc., by the end of September 1997. The decision was based
upon the subsidiary's lack of ability to profitably manufacture and sell the
automation products that were acquired as part of the purchase of Proconics
International, Inc. in October 1994. Accordingly, Asyst Automation, Inc. is
accounted for as a discontinued operation in the accompanying financial
statements. The loss that was reported from discontinued operations for the
three and six month period ended September 30, 1996 was $971 net of an income
tax benefit of $546 and $1,329 net of an income tax benefit of $748,
respectively. Net assets of the subsidiary at September 30, 1997 and March 31,
1997 consist primarily of trade receivables, inventory and property, plant and
equipment.
ACQUISITION OF RADIANCE SYSTEMS INCORPORATED
On November 15, 1996 the Company purchased Radiance Systems Incorporated (RSI),
a developer and supplier of software products to be used in the semiconductor
manufacturing industry, by acquiring all of the outstanding stock of RSI in
exchange for 129,740 shares of common stock of the Company. The total purchase
price was approximately $2.4 million and was accounted for using purchase
accounting in the quarter ended December 28, 1996.
6
ACQUISITION OF RADIANCE SYSTEMS INCORPORATED (continued)
In connection with the acquisition, the Company received an appraisal of the
intangible assets which indicated that approximately $1.3 million of the
acquired intangible assets consisted of in process research and development.
Because there can be no assurance that the Company will be able to successfully
complete the development of RSI products or that the acquired technology has any
alternative future use, the acquired in process research and development was
charged to expense in the quarter ended December 28, 1996. As a result of the
purchase price allocation, approximately $1.8 million (including $0.6 million of
deferred tax liability) was assigned to intangible assets related to existing
product technology, the assembled workforce and excess of the purchase price
over net assets acquired. These intangible assets will be amortized over a
period up to three years. Management believes that the balance of these assets
not amortized is recoverable.
Comparative pro forma information reflecting the acquisition of RSI has not been
presented because the operations of RSI are not material to the Company's
consolidated financial statements.
SUBSEQUENT EVENTS
Private Placement-
On September 30, 1997, the Company completed a private placement of one million
unregistered shares of its Common Stock at $42.92 per share, generating net
proceeds to the Company of $42.9 million. The Company intends to file a
registration statement, to be effective within 90 days, thus permitting the
resale of the securities. The proceeds from such private placement will augment
the Company's working capital in support of the growth in the 200mm and emerging
300mm semiconductor markets.
Related Party Transaction-
On September 30, 1997, the Company entered into an asset purchase agreement with
Palo Alto Technologies, Inc. ("PAT") pursuant to which the Company sold to PAT
certain intellectual property rights and office equipment which were owned or
licensed by Asyst Automation, Inc. (a discontinued operation) in consideration
for quarterly "Earn-Out Payments" up to an aggregate of $2.0 million. The "Earn-
Out Payments" are equal to 4.0 percent of PAT gross revenue. The Company may
convert the right to receive such "Earn-Out Payments" into shares of PAT
securities at the closing of certain issuances of securities by PAT. In
addition, PAT granted the Company the non-exclusive, worldwide right to
distribute and sell any of PAT's products on PAT's most favorable distributor
terms and conditions; except PAT may grant exclusive distribution rights to
particular markets so long as such rights are first offered to the Company and
the Company does not accept the offer. Such distribution rights shall terminate
on the earlier of (i) the fifth anniversary of such agreement or (ii) if the
Company begins selling its own products which are directly competitive with
PAT's products. The Chairman and Chief Executive Officer of the Company is the
Chairman and principal shareholder of PAT. The parties have agreed that the
Chairman and Chief Executive Officer of the Company and one other officer of the
Company may be advisors or directors of PAT while employed full time by the
Company.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and those contained in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997.
RESULTS OF OPERATIONS
- ---------------------
Net sales. Net sales increased from $33.1 million for the three months ended
September 30, 1996, to $40.3 million for the three months ended September 30,
1997. Net sales for the six months ended September 30, 1997 were $78.0 million
which represents a 17.8 percent increase over the same period in the prior year.
The increase in the three month and six month periods are due primarily to the
increased sales of the Load Port Products (LPP) which represent 47.3 percent of
sales for the first six months ended September 30, 1997, compared to less than
7.0 percent of sales for the same period last year and an increase in sales
across most of the 200mm SMIF product lines. International sales for the Company
increased from $17.4 million, or 52.6 percent of net sales during the three
months ended September 30, 1996, to $26.5 million, or 65.7 percent of net sales
during the three months ended September 30, 1997. For the six month periods
ended September 30, 1996 and 1997, respectively, international sales increased
from $35.6 million, or 53.7 percent of net sales, to $51.3 million, or 65.8
percent of net sales. The increase in international sales is being driven
largely by repeat sales to customers in Taiwan for both new capacity and
retrofit projects. The Company's results of operations have not been adversely
affected by currency exchange rates because the Company has invoiced
substantially all of its international sales in United States dollars. However,
there can be no assurance that the Company's results of operations will not be
adversely affected by such fluctuations in the future. A substantial portion of
the Company's international sales are to customers in the Asia Pacific region.
The currencies of the countries located in that region in which the Company
serves, have been under valuation pressures. While the Company has not
experienced any cancellation or delay of orders from that region, there can be
no assurance that currency valuation pressures will not result in future
cancellation or delay in orders.
Gross Margin. Gross margin increased from 41.2 percent for the three months
ended September 30, 1996, to 44.0 percent for the three months ended September
30, 1997. Gross margin during the six months ended September 30, 1997
increased to 43.7 percent from 41.9 percent during the six months ended
September 30, 1996. The increase in gross margin for both the three month and
the six month periods ended September 30, 1997, resulted from improved margins
for the Load Port Product (LPP) line and more efficient scheduling of production
throughout the periods. The Company expects that its gross margin percentage may
fluctuate over the next few quarters as product mix varies and manufacturing
processes for the newer products mature. While it is the goal of the Company to
improve gross margins as a percentage of net sales in the future through
reduction of manufacturing costs and other inefficiencies in the Company's
distribution system, there can be no assurance that such improved margins can be
realized through such efforts or that margins may not be negatively affected by
other factors such as those contained in the Company's Annual Report on Form 10-
K for the fiscal year end March 31, 1997.
8
RESULTS OF OPERATIONS (CONTINUED)
- ---------------------------------
Research and development. Research and development expenses increased from
$1.3 million or 4.0 percent of net sales during the three months ended
September 30, 1996, to $3.3 million or 8.2 percent of net sales during the
three months ended September 30, 1997. Research and development expenses
increased from $3.9 million or 5.8 percent of net sales during the six months
ended September 30, 1996, to $6.0 million or 7.7 percent of net sales for the
same period ended September 30, 1997. The increase is due primarily to
increases in staffing and personnel related expenses and other costs driven by
the Company's commitment to develop new products and product enhancements. The
Company expects that its research and development costs will increase in
future periods, although that spending will fluctuate as a percentage of net
sales.
Selling, general and administrative. Selling, general and administrative
expenses increased from $7.3 million or 22.0 percent of net sales during the
three months ended September 30, 1996, to $8.3 million or 20.7 percent of net
sales during the three months ended September 30, 1997. Selling, general, and
administrative expenses increased from $13.4 million or 20.3 percent of net
sales during the six months ended September 30, 1996, to $17.1 million or
21.9 percent of net sales during the six months ended September 30, 1997. Most
of the increases resulted from the Company's continued expansion of its sales,
general and administrative efforts, including the hiring of additional
personnel, in order to support the growth of the Company. The increase in
selling, general and administrative expenses as a percentage of net sales for
the six month period ended September 30, 1997 over the same period in the prior
fiscal year is related to the timing of the growth of Asyst Software, Inc.
during the second, third and fourth quarters of the prior fiscal year. The
Company expects that selling, general and administrative spending will
increase in future periods to support the future growth of the Company, although
that spending may vary as a percentage of net sales.
Other income, net. Other income, net, increased from $0.2 million during the
three months ended September 30, 1996 to $0.7 million during the three months
ended September 30, 1997. Other income, net, increased from $0.3 million
during the six months ended September 30, 1996 to $1.0 million during the six
months ended September 30, 1997. The increases resulted from an increase in
royalty income under a manufacturing license agreement and higher average cash
and cash investments available during the periods.
Provision for income taxes. The Company's effective income tax rate increased
from 34.6 percent for the three month period ended September 30, 1996 to 36.0
percent during the three month period ended September 30, 1997. The effective
tax rate was 36.0 percent for the six month periods ended September 30, 1996 and
1997. The increase in the rate for the three month period ended September 30,
1997, is because of a reduction in the effective tax rate made in the same
quarter last fiscal year to reflect a change in the estimated effective tax rate
for the year from 37.5 percent to 36 percent.
Discontinued operations. In the third quarter of fiscal year 1997, the Company
adopted a formal plan to close Asyst Automation, Inc., by September 30, 1997.
During the three and six month periods ended September 30, 1996, a loss from
discontinued operations was reported in the amount of $1.0 million, net of an
income tax benefit of $0.5 million and $1.3 million, net of an income tax
benefit of $0.7 million, respectively.
9
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of September 30, 1997, the Company had approximately $23.2 million in cash
and cash equivalents and approximately $62.8 million of working capital. In
addition, under a working capital line of credit agreement with a bank, the
Company can borrow up to $20.0 million conditioned upon meeting certain
financial covenants, including maintaining specific levels of quarterly and
annual earnings, working capital, tangible net worth and liquidity. As of
September 30, 1997, there were no outstanding borrowings against the line of
credit and the Company was in compliance with all the covenants required by the
bank. Interest is at the bank's prime rate.
Subsequent to the close of the quarter ended September 30, 1997, the Company
completed a private placement of 1.0 million unregistered shares of its common
stock, generating $42.9 million of proceeds. These proceeds will further augment
the Company's working capital in support of the growth in the 200mm and emerging
300mm semiconductor markets.
Although the Company cannot anticipate with certainty the effect of inflation on
its operations, to date inflation has not had a material impact on the Company's
net sales or results of operations.
The nature of the semiconductor industry, combined with the current economic
environment, make it very difficult for the Company to predict future liquidity
requirements with certainty. However, the Company believes that cash generated
from operations, together with its existing sources of working capital and the
proceeds from the private placement, will be adequate to finance continuing
operations, investments in property and equipment, inventories and expenditures
for the development of new products, at least through September 30, 1998.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1996, the Company filed a lawsuit in the United States District Court
for the Northern District of California against Jenoptik A.G. ("Jenoptik"),
Jenoptik-Infab, Inc. ("Infab"), a joint venture comprised of Jenoptics, Emtrak,
Inc. (Emtrak") and Empak, Inc. ("Empak"), Emtrak and Empak alleging
infringements of two patents related to the Company's SMART - Traveler System.
The Company has amended its Complaint to allege cause of action for breach of
fiduciary duty against Jenoptik and Meissner & Wurst, GmbH and misappropriation
of trade secrets and unfair business practices against all defendants. The
Company's Complaint seeks damages and injunctive relief against further
infringement. All defendants have counter-sued, seeking a judgment declaring the
patents invalid, unenforceable and not infringed. Jenoptik, Infab, and Emtrak
have also alleged that the Company has violated federal antitrust laws. The
Company has denied these allegations. While it is not possible to predict
accurately or to determine the eventual outcome of these matters, the Company
believes that the outcome of these legal proceedings will not have a material
adverse effect on the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 30, 1997, the Company sold 1,000,000 shares of Common Stock to a
group of mutual funds managed by a single, large institutional management firm
for an aggregate purchase price of $42,920,000. The sale of such shares of
Common Stock was deemed to be exempt from registration under the Securities Act
of 1933, as amended, pursuant to Regulation D/Rule 506. The Company intends to
file a registration statement, to be effective within 90 days, thus permitting
the resale of the securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of Asyst Technologies, Inc. was held on
September 29, 1997 for the purposes of (1) electing directors to the Company's
Board of Directors to serve a one-year term expiring on the date of the
Company's 1998 annual meeting of shareholders and until his successor is elected
and has qualified, (2) approving an amendment to the Company's 1993 Stock Option
Plan, as amended, to increase the aggregate number of shares of common stock
authorized for issuance under such plan by 500,000, increasing the total number
of authorized shares from 2,100,000 shares to 2,600,000 shares and to add
provisions with respect to Section 162(m) of the Internal Revenue Code of 1986,
as amended, (3) approving an amendment to the Company's 1993 Non-Employee
Directors' Stock Option Plan, as amended, to increase the aggregate number of
shares of common stock authorized for issuance under such plan by 150,000
shares, increasing the total number of authorized shares from 100,000 shares to
250,000 shares and to increase the size of the initial options to purchase
common stock granted thereunder from 10,000 shares to 14,000 shares, (4)
ratifying the selection of Arthur Andersen LLP as the Company's independent
auditors for the fiscal year ending March 31, 1998. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended, and there was no solicitation in opposition to management's
solicitations. The meeting was adjourned on September 29, 1997 and reconvened on
October 8, 1997, at which time the final vote on the proposals were recorded
as follows:
11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)
Proposal 1:
Mihir Parikh was elected to the board of directors for a one-year term with
4,516,494 votes for and 200,445 votes against.
Stanley Grubel was elected to the board of directors for a one-year term with
4,512,864 votes for and 204,075 votes against.
Tsuyoshi Kawanishi was elected to the board of directors for a one-year term
with 4,515,197 votes for and 201,742 votes against.
Ashok K. Sinha was elected to the board of directors for a one-year term with
4,512,744 votes for and 204,195 votes against.
James E. Springgate was elected to the board of directors for a one-year term
with 4,515,982 votes for and 200,957 votes against.
Walter W. Wilson was elected to the board of directors for a one-year term with
4,515,927 votes for and 201,012 votes against.
Proposal 2:
The adoption of the amendment of the Company's 1993 Stock Option Plan to
increase the number of shares authorized for issuance under the plan by 500,000
shares to a total of 2,600,000 shares authorized was approved by the following
votes:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
----- --------- --------- -----------
1,916,097 1,809,207 4,824 986,811
Proposal 3:
The adoption of the amendment to the Company's 1993 Non-Employee Directors'
Stock Option Plan to increase the number of shares authorized for issuance under
the plan by 150,000 shares to a total of 250,000 shares authorized and the
adoption of the amendment to the Company's 1993 Non-Employee Directors' Stock
Option Plan to increase the number of shares underlying options granted
initially from 10,000 shares to 14,000 shares was approved by the following
votes:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
----- --------- --------- -----------
3,337,142 346,222 5,456 1,028,119
Proposal 4:
The selection of Arthur Andersen LLP as the Company's independent auditors for
the fiscal year ending March 31, 1998 was ratified by the following vote:
"FOR" "AGAINST" "ABSTAIN"
----- --------- ---------
4,709,352 4,332 3,255
12
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.15* Asset Purchase Agreement between Palo Alto Technologies, Inc.,
the Company and Asyst Automation Inc., dated September 30, 1997
27.1 Financial Data Schedule
b) Form 8-K
No reports on Form 8-K were filed during the period covered by this report
* Confidential Treatment Requested
13
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 thereunto duly authorized.
ASYST TECHNOLOGIES, INC.
Date: November 10, 1997 By: /s/ Douglas J. McCutcheon
----------------------- ----------------------------
Douglas J. McCutcheon
Senior Vice President
Chief Financial Officer
Signing on behalf of the registrant
and as the principal accounting and
financial officer
14
EXHIBIT INDEX
Sequential
Page
Exhibit Number Description of Exhibit Number
- -------------- ---------------------- ------
10.15* Asset Purchase Agreement between Palo Alto Technologies,
Inc., the Company and Asyst Automation, Inc., dated September
30, 1997
27.1 Financial Data Schedule
* Confidential Treatment Requested
15