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): July 31, 1998
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-22114 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 Hine Design
Incorporated, a California corporation ("HDI"). 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-Q and Form 10-K.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 1998, Asyst completed the acquisition of HDI by purchasing
all of the outstanding capital stock of HDI. The acquisition was accomplished
pursuant to a Stock Purchase Agreement dated as of July 2, 1998 (the "Purchase
Agreement") among Asyst, HDI, and Derek and Susan Hine, Graham Hine, Roger
Hine, and Michael and Laura Krolak (the "Shareholders"). In connection with
the acquisition, Asyst paid approximately $11,300,000 in cash to the
Shareholders in exchange for all of the shares of HDI capital stock outstanding
on July 31, 1998 and assumed certain debt liabilities of HDI of approximately
$11,700,000. Of the approximately $11,300,000 paid to the Shareholders,
$1,912,503.29 is being held in escrow for one year to secure the obligations
of the Shareholders to indemnify Asyst for any breaches of the representations
and warranties of the Shareholders and HDI made in the Purchase Agreement. The
acquisition will be accounted for as a purchase of assets. In addition to the
payment of cash and the assumption of liabilities, Asyst granted options to
purchase Asyst common stock in substitution for outstanding vested options to
purchase capital stock of HDI worth approximately $1,000,000.
HDI specializes in the design and manufacture of wafer and flat panel
display material handling solutions for original equipment manufacturers. Asyst
currently intends to maintain HDI as a wholly-owned subsidiary and to have HDI
continue to conduct its business as historically conducted.
A copy of the press release announcing the signing of the Purchase
Agreement is attached hereto as Exhibit 99.1 and incorporated by reference
herein. A copy of the press release announcing the consummation of the
acquisition is attached hereto as Exhibit 99.2 and incorporated by reference
herein.
ITEM 7. EXHIBITS.
Exhibit
No. Description
- ------- -----------
2.1 Stock Purchase Agreement, dated as of July 2, 1998, among Asyst
Technologies, Inc., a California corporation, Hine Design
Incorporated, a California corporation, and the Shareholders of Hine
Design Incorporated (the Disclosure Schedule and Exhibits A-I to the
Stock Purchase Agreement have been omitted as permitted pursuant to
the rules and regulations of the Securities and Exchange Commission
("SEC"), but will be furnished supplementally to the SEC upon
request).
2
4.1 Reference is made to Exhibit 2.1.
99.1 Press release announcing the execution of the Purchase Agreement.
99.2 Press release announcing the consummation of the acquisition.
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, INC.
Dated: August 14, 1998 By: /s/Douglas J. McCutcheon
--------------------------
Douglas J. McCutcheon
Senior Vice President
and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2.1 Stock Purchase Agreement, dated as of July 2, 1998, among Asyst
Technologies, Inc., a California corporation, Hine Design
Incorporated, a California corporation, and the Shareholders of Hine
Design Incorporated (the Disclosure Schedule and Exhibits A-I to the
Stock Purchase Agreement have been omitted as permitted pursuant to
the rules and regulations of the Securities and Exchange Commission
("SEC"), but will be furnished supplementally to the SEC upon
request).
4.1 Reference is made to Exhibit 2.1.
99.1 Press release announcing the execution of the Purchase Agreement.
99.2 Press release announcing the consummation of the acquisition.
1