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): June 3, 1999
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
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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 Progressive System
Technologies, Inc., a Texas corporation ("PSTI") and the private placement of
625,000 shares of Asyst common stock. 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 June 3, 1999, Asyst completed the acquisition of PSTI by merging PSTI
Merger Sub Acquisition Corp. ("Merger Sub") with and into PSTI with PSTI
surviving as the wholly owned subsidiary of Asyst. The acquisition was
accomplished pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of June 2, 1999 (the "Reorganization Agreement") among Asyst, Merger
Sub, PSTI, Advent International Investor II, Envirotech Fund I and Global
Private Equity II. In connection with the acquisition, certain debt holders,
option holders and holders of PSTI capital stock outstanding on June 3, 1999
received shares of Asyst common stock. The purchase price was arrived at through
arms-length negotiations. The total number of shares of Asyst common stock
issued in connection with the acquisition was 500,000 shares. In addition to the
payment of shares of Asyst common stock, Asyst assumed certain outstanding
options to purchase PSTI common stock, which were converted into options to
purchase up to approximately 5,500 Asyst shares with exercise prices
significantly above Asyst's current price, and Asyst assumed and repaid PSTI's
bank debt of approximately $1.23 million. The acquisition will be accounted for
as a pooling of interests.
PSTI is a supplier of substrate management systems for open-cassette,
SMIF-integrated wafer logistics and reticle automation. Asyst currently intends
to maintain PSTI as a wholly-owned subsidiary and to have PSTI continue to
conduct its business as historically conducted.
A copy of the press release announcing the signing of the Letter of Intent
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 5. Other Events.
On May 26, 1999, Asyst completed the private placement of 625,000 shares
of Asyst common stock to eight institutional investors. The private placement
was accomplished pursuant to a Common Stock Purchase Agreement, dated as of May
26, 1999, among Asyst and the purchasers thereto. The private placement was
priced at $18.00 per share, for aggregate proceeds to Asyst of approximately
$11.3 million. The purpose of the private placement was to untaint shares of
Asyst common stock to obtain pooling of interests accounting treatment for the
acquisition of PSTI. The proceeds will be used for general corporate purposes.
A copy of the press release announcing the consummation of the private
placement is attached hereto as Exhibit 99.2 and incorporated by reference
herein.
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Item 7. Financial Statements, Pro Forma Financial Information 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.
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(c) Exhibits.
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Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of June
2, 1999, among Asyst Technologies, Inc., PSTI Merger Sub
Acquisition Corp., Progressive System Technologies, Inc., Advent
International Investor II, Envirotech Fund I and Global Private
Equity II (the Disclosure Schedule has 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).
2.2 Escrow Agreement, dated as of June 2, 1999, among Asyst
Technologies, Inc., Progressive System Technologies, Inc., State
Street Bank and Trust Company of California, N.A. as Escrow
Agent, and certain shareholders of Progressive System
Technologies, Inc.
2.3 Common Stock Purchase Agreement, dated as of May 26, 1999, among
Asyst Technologies, Inc. and the purchasers thereto.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the execution of the Letter of Intent.
99.2 Press release announcing the consummation of the acquisition and
the private placement.
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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: June 17, 1999 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
- ----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of June
2, 1999, among Asyst Technologies, Inc., PSTI Merger Sub
Acquisition Corp., Progressive System Technologies, Inc., Advent
International Investor II, Envirotech Fund I and Global Private
Equity II (the Disclosure Schedule has 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).
2.2 Escrow Agreement, dated as of June 2, 1999, among Asyst
Technologies, Inc., Progressive System Technologies, Inc., State
Street Bank and Trust Company of California, N.A. as Escrow
Agent, and certain shareholders of Progressive System
Technologies, Inc.
2.3 Common Stock Purchase Agreement, dated as of May 26, 1999, among
Asyst Technologies, Inc. and the purchasers thereto.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the execution of the Letter of Intent.
99.2 Press release announcing the consummation of the acquisition and
the private placement.
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