UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
(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, 1999
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 ____
---
The number of shares of the registrant's Common Stock, no par value, outstanding
as of October 15, 1999 was 12,964,194.
ASYST TECHNOLOGIES, INC.
INDEX
Page No.
--------
Part I. Financial Information
---------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
September 30, 1999 and March 31, 1999 2
Condensed Consolidated Statements of Operations --
Three Months Ended September 30, 1999 and
September 30, 1998 and Six Months Ended
September 30, 1999 and September 30, 1998 3
Condensed Consolidated Statements of Cash Flows --
Six Months Ended September 30, 1999 and
September 30, 1998 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
Part II. Other Information
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 18
Signatures, 19
- ----------
Exhibit Index 20
- -------------
1
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, March 31,
1999 1999
------------- -----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,024 $ 6,382
Short-term investments 18,682 29,380
Accounts receivable, net 29,614 14,511
Inventories 23,789 19,373
Deferred tax asset 19,051 19,142
Prepaid expenses and other current assets 3,836 3,474
-------- --------
Total current assets 106,996 92,262
-------- --------
Property and equipment, net 13,562 12,923
Other assets, net 18,526 19,103
-------- --------
$139,084 $124,288
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ -- $ 2,190
Accounts payable 14,266 5,055
Accrued liabilities and other current liabilities 10,460 10,051
Income taxes payable 642 676
Customer deposits 1,042 1,806
-------- --------
Total current liabilities 26,410 19,778
-------- --------
Long-term liabilities:
Redeemable convertible preferred stock -- 5,000
Long-term debt, net of current portion -- 2,876
-------- --------
Total long-term liabilities -- 7,876
-------- --------
Total Liabilities 26,410 27,654
-------- --------
Shareholders' equity:
Common stock 135,716 111,851
Accumulated deficit (23,042) (15,217)
-------- --------
Total shareholders' equity 112,674 96,634
-------- --------
$139,084 $124,288
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
September 30, September 30,
------------------------- --------------------------
1999 1998 1999 1998
------------ ----------- ------------ -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Net sales $ 40,696 $ 18,900 $ 67,782 $ 56,341
Cost of sales 22,327 15,450 38,167 35,174
--------- --------- ---------- ----------
Gross profit 18,369 3,450 29,615 21,167
--------- --------- ---------- ----------
Operating expenses:
Research and development 4,456 4,459 8,691 8,999
Selling, general and administrative 12,343 12,297 23,685 22,842
In-process research and development of acquired
businesses and product line 4,000 5,900 4,000 7,100
Restructuring charge -- 2,922 -- 2,922
--------- --------- ---------- ----------
Total operating expenses 20,799 25,578 36,376 41,863
--------- --------- ---------- ----------
Operating loss (2,430) (22,128) (6,761) (20,696)
Other income, net 299 1,131 285 1,486
--------- --------- ---------- ----------
Loss before provision (benefit) for income taxes (2,131) (20,997) (6,476) (19,210)
Provision (benefit) for income taxes 635 (6,858) (842) (5,971)
--------- --------- ---------- ----------
Net loss $ (2,766) $(14,139) $ (5,634) $ (13,239)
========= ========= ========== ==========
Basic and diluted loss per share $ (0.22) $ (1.20) $ (0.45) $ (1.11)
========= ========= ========== ==========
Shares used in per share calculation of
Basic and diluted loss per share 12,828 11,746 12,532 11,944
========= ========= ========== ==========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six Months Ended
September 30,
------------------------------
1999 1998
----------- -----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,634) $ (13,239)
Adjustments to reconcile net loss to net cash provided by (used
by) operating activities:
Adjustment to conform year end of pooled company (2,290) --
Change in net assets/liabilities of discontinued operations -- 1,078
Depreciation and amortization 3,504 3,130
Change in provision for doubtful accounts 43 (883)
Non-cash restructuring expense -- 893
Write-down of inventories -- 1,837
Tax benefit associated with employee option plans -- 50
Purchased in-process research and development of acquired 4,000 7,100
businesses and product line
Changes in current assets and liabilities, net of acquisition of
FluoroTrac(R) product line, Hine Design Incorporated and Palo Alto
Technologies, Inc.:
Accounts receivable (15,146) 16,035
Inventories (4,406) (1,088)
Deferred tax asset 198 (5,817)
Prepaid expenses and other current assets (342) 430
Other assets, net 317 --
Accounts payable 9,235 (4,672)
Accrued liabilities and other current liabilities 476 1,092
Income taxes payable (34) 674
Customer deposits (764) (311)
-------- ---------
Net cash provided by (used by) operating activities (10,843) 6,309
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short-term investments (64,047) (26,050)
Sale of short-term investments 75,398 56,676
Purchase of property, plant and equipment (3,401) (2,982)
Increase in other assets (724) (1,016)
Cash used in the acquisition of the FluoroTrac(R) product line -- (2,794)
Cash used in the acquisition of Hine Design Incorporated -- (12,433)
Cash used in the acquisition of Palo Alto Technologies, Inc. (4,639) --
-------- ---------
Net cash provided by (used by) investing activities 2,587 11,401
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash used in the reduction of debt assumed in the acquisition of
Hine Design Incorporated -- (12,479)
Principal payments on current and long-term debt (10,066) (1,090)
Issuance of common stock 23,964 919
Cash used in the repurchase of common stock -- (11,472)
-------- ---------
Net cash provided by (used by) financing activities 13,898 (24,122)
-------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,642 (6,412)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,382 15,006
-------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,024 $ 8,594
======== =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of Asyst
Technologies, Inc. the ("Company"), a California corporation, and its wholly
owned subsidiaries. Significant inter-company accounts and transactions have
been eliminated. On June 2, 1999 the Company acquired Progressive System
Technologies, Inc. ("PST") in a transaction accounted for using the
pooling of interests accounting method. Accordingly, the restated condensed
consolidated financial statements of the Company give retroactive effect to the
merger with PST and all material inter-company transactions have been
eliminated.
While the financial information furnished is unaudited, the condensed
consolidated 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. consolidated financial statements
for the year ended March 31, 1999 included in its Annual Report on Form 10-K
and Current Report on Form 8-K/A, dated August 16, 1999.
Short-term Investments
As of September 30, 1999 and March 31, 1999, the Company's short-term
investments consisted of liquid debt investments with maturities, at the time of
purchase, of one year or less and will remain classified as such until such time
they are subsequently sold and converted to cash. All such investments have been
classified as "available-for-sale" and are carried at fair value, with
unrealized holding gains and losses (which have not been material to date), net
of taxes reported as a separate component of shareholders' equity. The cost of
the debt security is adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization, interest income, realized gains and
losses and declines in value that are considered to be other than temporary, are
included in other income (expense), net, on the accompanying condensed
consolidated statements of operations. There have been no declines in value that
are considered to be other than temporary for any of the six months in the
period ended September 30, 1999. The cost of investments sold is based on
specific identification. The Company does not intend to hold any individual
securities for greater than one year.
Short-term investments by security type consist of the following (dollars in
thousands):
Cost / Fair Value
-----------------------------------
September 30, March 31,
1999 1999
----------------- ---------------
(unaudited)
Debt securities issued by states of the United States and political
subdivisions of the states.............................................. $ -- $ 12,780
Corporate debt securities................................................. 18,682 16,600
-------- --------
Total $ 18,682 $ 29,380
======== ========
5
Supplemental Statements of Cash Flows Disclosure
Cash paid for interest and domestic and foreign income taxes was as follows
(dollars in thousands):
Six Months Ended
September 30,
----------------------------------
1999 1998
--------------- ---------------
(unaudited) (unaudited)
Interest.............................................................. $ 166 $ 338
Income taxes.......................................................... $ 34 $ 370
Inventories
Inventories are stated at the lower of cost (first in, first out) or market
and include materials, labor and manufacturing overhead costs. Inventories
consist of the following (dollars in thousands):
September 30, March 31,
1999 1999
--------------- ---------------
(unaudited)
Raw materials......................................................... $ 19,852 $ 16,119
Work-in-process and finished goods.................................... 3,937 3,254
-------- --------
Total $ 23,789 $ 19,373
======== ========
Intangible Assets
The realizability of intangible assets, which are included in other assets,
net, in the accompanying condensed consolidated balance sheets, is evaluated
periodically as events or circumstances indicate a possible inability to recover
the net carrying amount. Such evaluation is based on various analyses, including
cash flow and profitability projections that incorporate, as applicable, the
impact on existing lines of business. The analyses involve a significant level
of management judgment in order to evaluate the ability of the Company to
perform within projections.
Provision (Benefit) for Income Taxes
The annual effective tax rate and benefit recorded for the three and six
months ended September 30, 1998 does not recognize the full deferred benefit of
the utilization of net operating loss of PST because there was uncertainty as
to PST's ability to generate future taxable income. Absent this, our effective
tax rate would have been 34.0 percent. The provision for income taxes for the
three and six months ended September 30, 1999 reflects the impact of the in-
process research and development charge of $4.0 million which for tax purposes
is not deductible.
Earnings (Loss) Per Share
Earnings per share has been reported based upon Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share", which requires presentation of
basic and diluted earnings per share. Basic earnings per share has been computed
using the weighted average number of actual common shares outstanding, while
diluted earnings per share has been computed using the weighted average number
of dilutive common equivalent shares outstanding. Dilutive common equivalent
shares used in the computation of diluted earnings per share result from the
assumed exercise of stock options, warrants and redeemable convertible preferred
stock, using the treasury stock method.
6
The following table sets forth the calculation of basic and diluted
earnings per share (in thousands, except per share amounts):
Three Months Ended Six Months Ended
September 30, September 30,
1999 1998 1999 1998
------------- ------------ ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
Basic and diluted loss per share:
Net loss........................................... $(2,766) $(14,139) $(5,634) $(13,239)
------- -------- ------- --------
Weighted average common shares..................... 12,828 11,746 12,532 11,944
------- -------- ------- --------
Basic and diluted loss per share............. $ (0.22) $ (1.20) $ (0.45) $ (1.11)
======= ======== ======= ========
Common share equivalents are anti-dilutive in all periods presented.
Comprehensive Income
In 1999, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income," which establishes standards for reporting and presentation of
comprehensive income. SFAS No. 130, which was adopted by the Company in the
first quarter of 1999, requires companies to report a new measure of income
(loss). Comprehensive income is defined as the change in equity of a company
during a period from transactions and other events and circumstances excluding
transactions resulting from investments by owners and distributions to owners
and is to include unrealized gains and losses that have historically been
excluded from net income (loss) and reflected instead in equity. The Company has
not had any such material transactions or events during the periods and
therefore comprehensive income (loss) is the same as the net income (loss)
reported in the condensed consolidated financial statements.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. It requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met and that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. SFAS No. 133 is
effective for fiscal years beginning after June 15, 2000 and cannot be applied
retroactively. The Company has not yet determined the effect SFAS No. 133 will
have on its financial position, results of operations or cash flows.
RESTRUCTURING ACTIVITY
During the year ended March 31, 1999 the Company underwent significant
restructuring of its operations to reduce its costs structure in response to the
reduction in net sales activities. The Company also is in the process of
completing the planned restructuring activities in Japan and Europe to
reposition its activities to compete more effectively. In addition, the Company
is repositioning its product offerings to eliminate low margin products, or
software services that have high risks of failure. During the fiscal year ended
March 31, 1999, the Company recorded a restructuring charge of approximately
$5.5 million.
7
The following table summarizes restructuring charges and amounts incurred by
geographic region as of September 30, 1999 (dollars in thousands):
Expensed Cash outlays Ending
as of as of Accrual
March 31, September 30, September 30,
1999 1999 1999
--------- ------------- ------------
(unaudited) (unaudited)
Europe:
Severance............................................... $1,732 $1,136 $ 596
Facilities.............................................. 336 235 101
Other................................................... 437 182 255
Japan:
Severance............................................... 150 75 75
Other................................................... 35 -- 35
US:
Severance............................................... 700 690 10
Facilities.............................................. 550 318 232
Other................................................... 1,002 776 226
Non-cash.................................................. 600 N/A N/A
------ ------ ------
Total $5,542 $3,412 $1,530
====== ====== ======
As of September 30, 1999, the Company has severed all employees targeted in
connection with the restructuring. The Company expects all cash payments to
severed employees will be disbursed by December 31, 1999. Certain facilities and
other restructuring costs may not be fully disbursed before the end of fiscal
year ended March 31, 2000.
REPORTABLE SEGMENTS
In 1999, the Company adopted SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 supersedes SFAS 14, "Financial
Reporting for Segments of a Business Enterprise", replacing the "industry
segment" approach with the "management" approach. SFAS 131 designates the
internal organization that is used by management for making decisions,
evaluating performance and allocating resources of the enterprise as the source
of the Company's reportable segments. SFAS 131 also requires disclosures about
products and services, geographic areas and major customers. The adoption of
SFAS 131 did not impact the results of operations or financial position but did
affect the disclosures of segment information.
The Company offers a family of products and related services to provide a
front-end automation and isolation system for wafer handling in semiconductor
manufacturing facilities. All of the Company's activities are aggregated into a
single operating segment. As a result, no operating segment information is
required.
Net sales by geography were as follows (dollars in millions):
Three Months Ended Six Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
United States............................................. $17.3 $6.6 $29.6 $22.1
Taiwan.................................................... 10.9 6.9 20.9 23.1
Singapore................................................. 3.0 0.3 4.3 1.5
Japan..................................................... 8.2 3.7 10.8 6.6
Europe.................................................... 1.3 1.4 2.2 3.0
----- ----- ------ ------
Total................................................. $40.7 $18.9 $67.8 $56.3
====== ====== ====== ======
8
The net sales by product or service categories comprising the Company's net
sales were as follows (dollars in thousands):
Three Months Ended Six Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
SMIF Systems...................................... $ 28,064 $ 11,221 $ 46,629 $ 38,122
Non-SMIF Systems.................................. 3,475 3,368 5,697 6,305
SMART Traveler Systems............................ 2,837 1,227 4,416 4,407
Robotics.......................................... 3,636 -- 6,603 1,368
Services & other.................................. 2,684 3,084 4,437 6,139
----------- ----------- ----------- -----------
Total......................................... $ 40,696 $ 18,900 $ 67,782 $ 56,341
=========== =========== =========== ===========
ACQUISITION OF THE FLUOROTRAC(R) PRODUCT LINE
In April 1998, the Company entered into an agreement with Fluoroware, Inc.
("Fluoroware"), a supplier of materials management solutions; to acquire
Fluoroware's FluoroTrac(R) automated radio frequency identification ("RFID")
technology for automated work-in-progress tracking in semiconductor factories.
Under the terms of the agreement, the Company acquired all of the FluoroTrac
intellectual property including RFID tracking solutions, inventory and
installed-base opportunities from Fluoroware in consideration for approximately
$2.8 million in cash and liabilities assumed by the Company.
In connection with the acquisition, approximately $1.2 million of the intangible
assets acquired 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 FluoroTrac products or that the technology has any alternative
future use, such in-process research and development was charged to expense in
the six-month period ended September 30, 1998. As a result of the purchase price
allocation, approximately $0.3 million was assigned to intangible assets related
to existing product technology, the assembled workforce and the excess purchase
price over the net assets acquired. These intangibles are being amortized over a
three to five year period. Management believes that the unamortized balance of
these assets, which is included in other assets, net, in the accompanying
condensed consolidated balance sheets, is recoverable.
ACQUISITION OF HINE DESIGN INCORPORATED
On July 31, 1998, the Company completed its acquisition of Hine Design
Incorporated ("Hine"). The acquisition, originally announced on July 6, 1998,
was structured as a purchase of all of the outstanding capital stock of Hine for
approximately $12.4 million in cash. In addition, the Company granted options to
purchase the Company's common stock in substitution for outstanding, vested
options to purchase capital stock of Hine worth approximately $1.0 million and
assumed certain liabilities of Hine of approximately $12.5 million. Hine, a
supplier of wafer-handling robots for semiconductor process tools, is now a
wholly owned subsidiary of the Company.
In connection with the acquisition, approximately $18.4 million of the purchase
price in excess of the value of net liabilities assumed were allocated to
various intangible assets, which are being amortized over periods of four to
fourteen years (dollar average life of ten years). Management believes that the
unamortized balance of these assets, which is included in other assets, net, in
the accompanying condensed consolidated balance sheets, is recoverable. During
the current quarter, a charge for amortization relating to these intangibles of
approximately $0.6 was included in selling, general and administrative expenses.
ACQUISITION OF PROGRESSIVE SYSTEM TECHNOLOGIES, INC.
On June 2, 1999, the Company completed its acquisition of 100 percent of the
common stock of PST, a Texas corporation, in exchange for 274,810 shares of
common stock of the Company. In addition to the exchange of common stock in the
merger, 225,190 shares of common stock of the Company were issued in exchange
for $4.9 million of PST debt. PST manufactures wafer-sorting equipment used by
semiconductor manufacturers. The acquisition has been accounted for using the
pooling of interests method of accounting. Accordingly, the
9
accompanying condensed consolidated financial statements have been restated for
all periods prior to the business combination. All material inter-company
transactions between the Company and PST have been eliminated. Costs associated
with the PST merger, which consist primarily of transaction costs amounted to
approximately $0.1 million and were expensed during the current fiscal period
ended. PST's fiscal year end was December 31. In accordance with Securities and
Exchange Commission Rules, the condensed consolidated statements of operations
and cash flows for the three-months ended June 30, 1998 have been restated to
reflect the statement of operations and cash flows of PST. The condensed
consolidated balance sheet, as of March 31, 1999, has also been restated to
reflect the financial position of PST. PST's results of operations for the
three-month period ended March 31, 1999 have been excluded from the reported
results of operations and, therefore, have been added to the Company's
accumulated deficit as of April 1, 1999. PST's net sales and net loss for the
three month period ended March 31, 1999 were $1.5 million and $2.3 million,
respectively.
The conforming of Asyst's and PST's accounting practices resulted in no
adjustments to net income (loss) or shareholders' equity. Net sales and net
income (loss) for the individual companies reported prior to the merger were as
follows (dollars in thousands):
Six Months Ended Three Months Ended
September 30, September 30,
1998 1998
(unaudited) (unaudited)
----------- ----------
Net sales:
Asyst Technologies, Inc...... $ 50,036 $ 15,963
PST.......................... 6,305 2,937
---------- ----------
Total............................. $ 56,341 $ 18,900
========== ==========
Net income (loss):
Asyst Technologies, Inc...... $ (11,591) $ (13,167)
PST.......................... (1,648) (972)
---------- ----------
Total............................. $ (13,239) $ (14,139)
========== ==========
In conjunction with the PST acquisition, the Company also completed a sale of
625,000 shares of its common stock to eight institutional investors. The shares
issued in this transaction, which closed in May 1999, were priced at $18.00 per
share, for aggregate proceeds of approximately $11.3 million. The purpose of
this transaction was to untaint shares of common stock to obtain pooling of
interests accounting treatment for the acquisition of PST. The proceeds were
used for general corporate purposes.
ACQUISITION OF PALO ALTO TECHNOLOGIES, INC.
On August 27, 1999, the Company acquired all of the equity of Palo Alto
Technologies, Inc., ("PAT") a California company formed in 1997 to develop and
market a new concept wafer transport system for use in semiconductor
manufacturing facilities, for $4.6 million consisting primarily of cash
and the Company's common stock. Approximately $4.6 million of the purchase price
in excess of the value of the net liabilities assumed was allocated to various
intangible assets including $4.0 million allocated to in-process research and
development which was expensed in the three month period ended September 30,
1999. The remaining $0.6 million was assigned to goodwill which will be
amortized over 5 years.
Dr. Parikh, the Company's Chairman and Chief Executive Officer and Mr. Bonora,
the Company's Senior Vice President and Chief Technology Officer were selling
securities holders of PAT. See "Related Parties Transactions".
10
SHAREHOLDERS' RIGHTS PLAN
The Company has adopted a Shareholders' Rights Plan under which all shareholders
of record, as of July 10, 1998 (the "Record Date"), received a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, without par value per share, (the "Common Shares") of the Company. The
Rights will also attach to new Common Shares issued after the Record Date. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
without par value per share, (the "Preferred Shares") of the Company at a price
of $140 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. Each Preferred Share is designed to be the economic
equivalent of 100 Common Shares.
STOCK REPURCHASE PROGRAM
On June 22, 1998, the Board of Directors of the Company, authorized a stock
repurchase program whereby up to 2,000,000 shares of its Common Stock may be
repurchased by the Company using existing cash, from time-to-time at market
prices, and as market and business conditions warrant, in the open market, or in
negotiated transactions. The Company utilized the remaining portion of the
reacquired shares for reissuance in connection with certain employee stock
programs. On June 3, 1999, in connection with the acquisition of PST, the
Company rescinded the stock purchase program and reissued the remaining portion
of the reacquired shares in May 1999.
RELATED PARTY TRANSACTIONS
In September 1997, we entered into an asset purchase agreement with PAT pursuant
to which we sold to PAT 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. In addition, PAT granted us 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 could grant exclusive distribution rights to
particular markets so long as such rights were first offered to Asyst and we
did not accept the offer. We agreed that Mihir Parikh, our Chairman of the
Board and Chief Executive Officer, and Anthony Bonora, our Senior Vice
President, Research and Development and Chief Technology Officer, could serve
as the Chairman of PAT and an advisor to PAT, respectively, provided that they
continued to meet their obligations as full time employees of Asyst. In August
1999, we acquired all of the equity of PAT in a stock purchase transaction for
approximately $3.7 million, the repayment of $0.8 million of debt and earn-
out payments to certain PAT security holders based on future transport
automation product revenue in excess of certain defined threshold amounts. Dr.
Parikh received approximately $1.4 million in proceeds from the sale of his
shares of PAT for which he had paid approximately $0.7 million. In addition
Dr. Parikh received approximately $0.8 million for the repayment of a loan he
had made to PAT. Mr. Bonora received approximately $0.2 million in proceeds
from the sale of his shares of PAT for which he had paid approximately $0.1
million. Neither Dr. Parikh nor Mr. Bonora participated in the negotiation of
this transaction by Asyst, nor are they eligible to participate in the earn-
out payments to PAT shareholders.
As of September 30, 1999 and March 31, 1999, the Company held four notes
receivable, with balances totaling $1,172,750, from two executive officers of
the Company, which have resulted from advances made to the officers to assist in
their relocation to California. The notes bear interest that ranges from 4.0
percent to 6.4 percent per annum and are fully secured by second deeds of trust
on certain real property, as well as, other pledged securities of the Company
owned by the officers, respectively. The notes, which are included in prepaid
expenses and other current assets in the accompanying condensed consolidated
balance sheets, mature at various dates between September 1, 2002 and January
31, 2004.
LEGAL PROCEEDINGS
In October 1996, we filed a lawsuit against a number of defendants including
Jenoptik-Infab, Inc. alleging infringement of two patents related to our SMART
Traveler System and alleging breach of fiduciary duty and misappropriation of
trade secrets and unfair business practices. The defendants filed counter claims
alleging the patents invalid, unenforceable and not infringed and alleging that
we had violated federal antitrust laws and engaged in unfair competition. In
November 1998, the court granted defendants motion for partial summary judgment
as to most of the patent infringement claims. In January 1999, the court granted
our motion for leave to seek reconsideration of the November 1998 summary
judgment order and also, pursuant to a stipulation of the parties, dismissed
without prejudice two of the three antitrust counter claims brought by the
defendants. Since then, the parties stipulated to the dismissal with prejudice
of the defendants' unfair competition and remaining antitrust counter claim, and
our breach of fiduciary duty, misappropriation of trade secrets and unfair
business practices claims. In June 1999, the court granted our motion for
reconsideration in the sense that it considered the merits of our arguments, but
did not change its prior summary judgment ruling and also granted summary
judgment for defendants on the remaining patent infringement claim. We intend to
take an appeal.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the related notes included elsewhere in this prospectus. This
discussion contains forward-looking statements which involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors,
including but not limited to those discussed in "Risk Factors" in our Annual
Report on Form 10-K.
Overview
Our sales are tied to capital expenditures at wafer fabrication
facilities. The majority of our revenues in any single quarter are typically
derived from relatively few large customers, and our revenues will therefore
fluctuate based on a number of factors, including:
. the timing of significant customer orders;
. the timing of product shipments;
. variations in the mix of products sold;
. the introduction of new products;
. changes in customer buying patterns;
. fluctuations in the semiconductor equipment market;
. the availability of key components; and
. general trends in the economy.
In addition, due to production cycles and customer requirements, we often
ship significant quantities of products in the last month of the quarter. This
factor increases the risk of unplanned fluctuations in net sales since we have
limited opportunity to take corrective actions should a customer reschedule a
shipment or otherwise delay an order during the last month of the quarter.
Fiscal year 1999 was significantly and adversely impacted by the
worldwide drop in demand for semiconductor devices. The drop in demand resulted
from a dramatic slowdown in the Asian economies and over-capacity of memory
chip manufacturing. In response, many of our customers slashed capital
expenditure budgets by 40 percent or more. Net sales decreased 49.0 percent
from $182.3 million for the year ended March 31, 1998 to $92.9 million for the
year ended March 31, 1999. In addition, in fiscal year 1999, we acquired the
FluoroTrac Auto-ID product line from Flouroware, Inc. and HDI, enhancing our
wafer tracking and robotics capabilities. The significant decline in net sales
and the new acquisitions required us to undertake substantial restructuring
activities to reduce costs and eliminate low margin products. Nevertheless, we
experienced a net loss in fiscal year 1999 of $26.9 million compared to a
record net income of $15.4 million in fiscal year 1998.
In contrast, net sales for each of the quarters ended June 30, 1999 and
September 30, 1999 have increased sequentially by over 45 percent over the
prior quarter. Our book to bill ratios have improved and are higher than those
reported for the industry. Whereas for most of the year ended March 31, 1999 we
were dependent upon orders received and shipped during the same quarter, our
current backlog of orders exceeds our manufacturing capacity for the quarter
ended December 31, 1999. Many of our customers have announced significantly
increased capital expenditure spending plans.
In June 1999, we acquired all of the shares of PST, which manufactures
wafer-sorting equipment used by semiconductor manufacturers. The acquisition
was accounted for as a pooling of interests. Accordingly, our consolidated
financial statements for all periods presented have been restated to include
the financial statements of PST.
12
In August 1999, we acquired all of the shares of PAT, which is in the
process of developing a continuous flow transport system for use in
semiconductor manufacturing facilities. The transaction was accounted for as a
purchase.
In September 1999, we entered into an alliance with MECS to sell our
products and provide local customer support in the Japanese market. We also have
an option to purchase at least 66 2/3 percent of the common stock of MECS, once
MECS meets various operating performance levels and disposes of its non-core
subsidiaries. If we were to acquire 66 2/3 percent of the common stock of MECS,
then we would spend approximately $9.9 million. If we were to acquire 100
percent of the common stock of MECS, then we would spend approximately $14.9
million. As of March 31, 1999, MECS had long-term debt and bonds totaling
approximately $34.0 million with interest rates ranging between 1.4 percent to
1.8 percent per annum.
Three and Six Months Ended September 30, 1998 and 1999
The following table sets forth the percentage of net sales represented by
consolidated statements of operations data for the periods indicated:
Three Months Ended Six Months Ended
September 30, September 30,
--------------------- -------------------
1998 1999 1998 1999
--------- --------- -------- --------
Net sales......................... 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales..................... 81.8 54.9 62.4 56.3
--------- -------- -------- --------
Gross profit.................... 18.2 45.1 37.6 43.7
--------- -------- -------- --------
Operating expenses:
Research and development........ 23.6 11.0 16.0 12.8
Selling, general and
administrative................. 65.1 30.3 40.5 34.9
In-process research and
development of acquired
businesses and product line.... 31.2 9.8 12.6 5.9
Restructuring charge............ 15.4 -- 5.2 --
--------- -------- -------- --------
Total operating expenses...... 135.3 51.1 74.3 53.6
--------- -------- -------- --------
Operating income (loss)....... (117.1) (6.0) (36.7) (9.9)
Other income, net................. 6.0 0.7 2.6 0.4
--------- -------- -------- --------
Income (loss) before provision
(benefit) for income taxes....... (111.1) (5.3) (34.1) (9.5)
Provision (benefit) for income
taxes............................ (36.3) 1.5 (10.6) (1.2)
--------- -------- -------- --------
Net income (loss)................. (74.8)% (6.8)% (23.5)% (8.3)%
========= ======== ======== ========
Results of Operations
Net Sales. Net sales increased 115.3 percent from $18.9 million for the
three months ended September 30, 1998, to $40.7 million for the three months
ended September 30, 1999. Net sales increased 20.3 percent from $56.3 million
for the six months ended September 30, 1998 to $67.8 million for the six months
ended September 30, 1999. The increase in net sales for the three and six
months ended September 30, 1999 is due to increased demand for our products as
capital expenditures of semiconductor manufacturers have increased to add
capacity.
International sales have increased in terms of dollars of net sales but
decreased as a percent of net sales for the six months ended September 30, 1999
compared to the six month ended September 30, 1998. This is partly due to the
influence of the acquisition of HDI in August 1998 which sells primarily to
OEMs in the
13
United States. International sales by region for the six months ended September
30, 1998 and 1999, are summarized as follows:
Six Months Ended September Six Months Ended September
30, 1998 30, 1999
--------------------------- ---------------------------
Geographic Net Sales Percentage of Net Sales Percentage of
Region (in millions) Net Sales (in millions) Net Sales
---------- ------------- ------------- ------------- -------------
Taiwan............ $23.1 41.0% $20.9 30.8%
Japan............. 6.6 11.7 10.8 15.9
Singapore......... 1.5 2.7 4.3 6.4
Europe............ 3.0 5.3 2.2 3.2
----- ---- ----- ----
$34.2 60.7% $38.2 56.3%
===== ==== ===== ====
Our results of operations have not been adversely affected by currency
exchange rates because we have invoiced substantially all of our international
sales in United States dollars. However, there can be no assurance that our
results of operations will not be adversely affected by such fluctuations in
the future.
We have experienced cancellations and delays of orders in the past,
particularly during fiscal year 1999, while the industry was undergoing a
significant downturn. During the six months ended September 30, 1999,
cancellation and delays were not significant. Given the cyclical nature of the
semiconductor industry, we can give no assurance that there will not be future
cancellations or delays in orders.
Gross Margin. Gross margin increased from 18.2 percent of net sales for
the three months ended September 30, 1998, to 45.1 percent of net sales for the
three months ended September 30, 1999. Gross margin increased from 37.6 percent
of net sales for the six months ended September 30, 1998 to 43.7 percent of net
sales for the six months ended September 30, 1999. The primary contributor to
the increase in the gross margin for the three and six months ended September
30, 1999 was the increase in net sales without increasing indirect
manufacturing costs at the rate net sales increased. Gross margin also improved
as a result of the impact of cost reduction efforts we undertook during the
past year, offset somewhat by lower gross margins in our robotics products
added to our portfolio of products by the acquisition of HDI in August 1998. It
remains our goal to improve gross margins as a percentage of net sales in the
future through reduction of direct manufacturing costs and increase the
leverage of the indirect manufacturing through higher net sales.
Research and Development. Research and development expenses were $4.5
million for the three months ended September 30, 1998 and 1999. Research and
development expenses decreased 3.4 percent from $9.0 million for the six months
ended September 30, 1998, to $8.7 million for the six months ended
September 30, 1999. The dollar decrease for the six months ended September 30,
1999 from the six months ended September 30, 1998 is because of our cost
reduction efforts in response to a sharp decline in sales. Research and
development expenses decreased as a percentage of net sales from 23.6 percent
for the three months ended September 30, 1998 to 10.9 percent for the three
months ended September 30, 1999 and decreased as a percentage of net sales from
16.0 percent for the six months ended September 30, 1998 to 12.8 percent for
the six months ended September 30, 1999. The decrease in research and
development expenses as a percentage of net sales for the comparative three and
six month periods is due primarily to the increase in our net sales. We expect
that our research and development expenses may increase in future periods, but
will fluctuate as a percentage of net sales.
Selling, General and Administrative. Selling, general and administrative
expenses were $12.3 million for the three months ended September 30, 1998 and
1999. Selling, general, and administrative expenses increased 3.7 percent from
$22.8 million for the six months ended September 30, 1998, to $23.7 million for
the six months ended September 30, 1999. Selling, general and administrative
expenses have increased because of
14
the impact of the acquisition of HDI in August 1998, staffing additions in
response to the increase in our sales and higher commission expenses related to
our increase in net sales. The decrease in selling, general and administrative
expenses as a percentage of net sales is due primarily to the increase in net
sales in both the three and six month comparative periods. We expect that
selling, general and administrative expenses may increase in future periods,
although the spending may vary as a percentage of net sales.
In-process Research and Development of Acquired Businesses and Product
Line. In April 1998, we completed the acquisition of the FluoroTrac product
line from Fluoroware. The transaction was completed in the three months ended
June 30, 1998. In connection with the acquisition of FluoroTrac, we recorded a
write-off of $1.2 million of in-process research and development for the three
months ended June 30, 1998. The remaining excess cost of purchase price over
net assets acquired, approximately $0.3 million, is being amortized over
periods of three to five years.
In July 1998, we acquired HDI using the purchase method of accounting. In
connection with the acquisition of HDI, we recorded a write-off of $5.9 million
of purchased in-process research and development costs for the three months
ended September 30, 1998. In addition, approximately $18.4 million of the
purchase price in excess of the value of net liabilities we assumed were
allocated to various intangible assets, which are being amortized over periods
of four to fourteen years, with a dollar average life of ten years. For the
three months ended September 30, 1999, a charge for amortization relating to
these intangibles, approximately $0.6 million, was included in our selling,
general and administrative expenses.
In August 1999, we acquired PAT using the purchase method of accounting.
In connection with the acquisition of PAT, we recorded a write off of $4.0
million of purchased in-process research and development costs for the three
months ended September 30, 1999. In addition, approximately $0.6 million of the
purchase price in excess of the value of the net liabilities we assumed were
allocated to goodwill, which is being amortized over five years. The purchased
in-process research and development and goodwill do not result in a tax
benefit.
Restructuring Charge. For the three months ended September 30, 1998, in
response to the reductions in capital spending by semiconductor manufacturers,
we undertook a formal plan to lower our cost structure and reorganize to more
effectively manufacture, market and sell our portfolio of products and value
added services. The restructuring effort consisted of the closure of two of our
facilities in the United States during the three months ended December 31, 1998
and the closure and downsizing of certain facilities in Europe for the three
months ended March 31, 1999. In addition, management of the software product
line was streamlined eliminating one level of management and administrative
activities, which were deemed redundant.
Other Income, Net. Other income, net, includes interest income, interest
expense, foreign exchange gain and loss, which has not been material, and
royalty income. Other income, net, decreased from $1.1 million for the three
months ended September 30, 1998 to $0.3 million for the three months ended
September 30, 1999. Other income, net, decreased from $1.5 million for the six
months ended September 30, 1998 to $0.3 million for the six months ended
September 30, 1999. Our average cash, cash equivalents and short-term
investments balance for the six months ended September 30, 1998 was
approximately $67.0 million compared to $33.2 million for the six months ended
September 30, 1999. Our average current and long-term debt balance was $5.8
million for the six months ended September 30, 1998, while we had no debt
outstanding for the six months ended September 30, 1999.
Provision (Benefit) for Income Taxes. We reported a benefit for income
taxes of $6.9 million and a provision for income taxes of $0.6 million for the
three months ended September 30, 1998 and 1999, respectively. For the six
months ended September 30, 1998 and 1999, we reported a benefit for income
taxes of $6.0 million and $0.8 million, respectively. The effective income tax
rates for the three and six month periods in 1998 were impacted by the
acquisition of PST. The annual effective tax rates and benefits recorded for
the three and six months ended September 30, 1998 do not recognize the full
deferred benefits of the utilization of
15
net operating losses of PST because there was uncertainty as to PST's ability
to generate future taxable income. Absent the restatement of earnings to
reflect the pooling of interests related to PST for the three and six months
ended September 30, 1998, our effective tax rate would have been 34.0 percent.
The provision for income taxes for the three months ended September 30, 1999
reflects the non-deductible charge of $4.0 million related to the acquisition
of PAT in August 1999. The annual estimated effective tax rate and benefit
recorded for the six months ended September 30, 1999, reflect the nondeductible
charge of $4.0 million related to the acquisition of PAT in August 1999.
Additionally, the benefit for income taxes was impacted by foreign income and
withholding taxes in excess of the statutory rates, the lack of Foreign Sales
Corporation benefit due to net operating losses for the six months ended
September 30, 1999 and limitations on state net operating loss carryforwards.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Although we operate and sell products in various global markets,
substantially all sales are denominated in the U.S. dollar therefore reducing
the foreign currency risk. To date, the foreign currency transactions and
exposure to exchange rate volatility have not been significant. We cannot
anticipate with certainty the effect of inflation on our operations. To date,
inflation has not had a material impact on our net sales or results of
operations, however, with the industry's upturn currently underway; labor
markets are tightening thus putting upward pressure on current labor costs.
Our exposure to market risk for changes in interest rates relate primarily to
the investment portfolio. Our investment portfolio consists of short-term,
fixed income securities and by policy is limited by the amount of credit
exposure to any one issuer. Fixed rate securities have their fair market value
adversely affected due to rise in interest rates. To date, the change in
interest rate markets has not had a material impact on our results of
operations or the market value of our investments. There can be no assurance
that foreign currency risk, inflation or interest rate risk will not have a
material impact on our financial position, results of operations or cash flow
in the future.
16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In October 1996, we filed a lawsuit against a number of defendants
including Jenoptik-Infab, Inc. alleging infringement of two patents
related to our SMART Traveler System and alleging breach of fiduciary
duty and misappropriation of trade secrets and unfair business
practices. The defendants filed counter claims alleging the patents
invalid, unenforceable and not infringed and alleging that we had
violated federal antitrust laws and engaged in unfair competition. In
November 1998, the court granted defendants motion for partial
summary judgment as to most of the patent infringement claims. In
January 1999, the court granted our motion for leave to seek
reconsideration of the November 1998 summary judgment order and also,
pursuant to a stipulation of the parties, dismissed without prejudice
two of the three antitrust counter claims brought by the defendants.
Since then, the parties stipulated to the dismissal with prejudice of
the defendants' unfair competition and remaining antitrust counter
claim, and our breach of fiduciary duty, misappropriation of trade
secrets and unfair business practices claims. In June 1999, the court
granted our motion for reconsideration in the sense that it
considered the merits of our arguments, but did not change its prior
summary judgment ruling and also granted summary judgment for
defendants on the remaining patent infringement claim. We intend to
take an appeal.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Asyst Technologies, Inc. was
held on September 2, 1999 for the purpose 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 2000 annual meeting of the shareholders
and until his successor is elected and qualified, (2) to approve an
amendment to the Company's Amended and Restated Articles of
Incorporation to increase the authorized number of shares of common
stock from 20,000,000 to 50,000,000 shares (5) to ratify the
selection of Arthur Andersen LLP as the Company's independent
auditors for the fiscal year ending March 31, 2000 (4) to transact
such other business as may properly come before the meeting or any
adjournment or postponement thereof. 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 of
management's solicitations. The final vote on the proposals were
recorded as follows:
Proposal 1:
----------
Mihir Parikh was elected to the board of directors for a one-year
term with 9,896,235 votes for and 548,061 votes against.
Stanley Grubel was elected to the board of directors for a one-year
term with 9,9002,683 votes for and 541,613 votes against.
17
Item 4. Submission of Matters to a Vote of Security Holders (continued)
Tsuyoshi Kawanishi was elected to the board of directors for a one-
year term with 9,906,383 votes for and 537,913 votes against.
Ashok K. Sinha was elected to the board of directors for a one-year
term with 9,902,883 votes for and 541,413 votes against.
Walter K. Wilson was elected to the board of directors for a one-year
term with 9,906,433 votes for and 537,863 votes against.
Proposal 2:
----------
To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized number of shares
of Common Stock from 20,000,000 to 50,000,000 shares
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
------- ----------- ----------- -------------
9,137,231 1,297,692 9,373 --
Proposal 3:
----------
The selection of Arthur Andersen LLP as the Company's independent
auditors for the fiscal year ending March 31, 2000 was ratified by
the following vote:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
------- ----------- ----------- -------------
10,387,734 30,027 26,535 --
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.3* Stock Purchase Agreement among the Company, Palo Alto
Technologies, Inc. ("PAT"), the shareholders of PAT and
the optionholders of PAT, dated August 27, 1999.
3.1* Amended and Restated Articles of Incorporation of the
Company.
3.2* Certificate of Amendment of the Amended and Restated
Articles of Incorporation.
10.14* Lease Agreement between Aetna Life Insurance Company and
Hine Design, Inc., dated August 4, 1995.
10.15* Industrial Space Lease Agreement between PEN Associates
and Asyst Technologies, Inc., dated November 13, 1995.
10.16* Lease Agreement between SL-6 Partners, Ltd. and
Progressive System Technologies, Inc., dated November
20, 1995.
10.17* Sublease Agreement between Progressive System
Technologies, Inc. and Group, Inc., dated December 3,
1996.
10.18* Industrial Space Lease Agreement between PEN Associates
and Asyst Technologies, Inc., dated December 14, 1997.
10.19* Separation Agreement between Asyst Technologies, Inc.
and William B. Leckonby, dated November 9, 1998.
10.20* Amendment to Lease between Kato Road Partners and Asyst
Technologies, Inc., dated July 30, 1999.
10.21* Cooperation Agreement between MECS Corporation and Asyst
Technologies, Inc., dated August 5, 1999.
27.1* Financial Data Schedule
* Previously filed.
(b) Form 8-K
The Company filed a current report on Form 8-K/A relating to the amendment and
restatement of Asyst Technologies, Inc.'s (the "Company") Consolidated Balance
Sheets as of March 31, 1999 and 1998 and the related Consolidated Statements of
Operations, Shareholders' Equity and Cash Flows for the years ended March 31,
1999, 1998 and 1997 to reflect the pooling of interests for accounting purposes
of the Company's acquisition of Progressive System Technologies, Inc. ("PST")
pursuant to an Agreement and Plan of Merger and Reorganization dated June 2,
1999, including an update to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in connection with the filing of
the foregoing restated financial statements, dated August 16, 1999.
18
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: October 28, 1999 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
19
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
2.3* Stock Purchase Agreement among the Company, Palo Alto
Technologies, Inc. ("PAT"), the shareholders of PAT and the
option holders of PAT, dated August 27, 1999.
3.2* Certificate of Amendment of the Amended and Restated Articles
of Incorporation.
10.14* Lease Agreement between Aetna Life Insurance Company and Hine
Design, Inc., dated August 4, 1995.
10.15* Industrial Space Lease Agreement between PEN Associates and
Asyst Technologies, Inc., dated November 13, 1995.
10.16* Lease Agreement between SL-6 Partners, Ltd. and Progressive
System Technologies, Inc., dated November 20, 1995.
10.17* Sublease Agreement between Progressive System Technologies,
Inc. and Group, Inc., dated December 3, 1996.
10.18* Industrial Space Lease Agreement between PEN Associates
and Asyst Technologies, Inc., dated December 14, 1997.
10.19* Separation Agreement between Asyst Technologies, Inc. and
William B. Leckonby, dated November 9, 1998.
10.20* Amendment to Lease between Kato Road Partners and Asyst
Technologies, Inc., dated July 30, 1999.
10.21* Cooperation Agreement between MECS Corporation and Asyst
Technologies, Inc., dated August 5, 1999.
27.1* Financial Data Schedule
* Previously filed.
20