UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
ASYST TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RILEY INVESTMENT MANAGEMENT LLC
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box): |X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
On June 16, 2008, Riley Investment Management LLC issued the press release filed
herewith as Exhibit 2.
INVESTOR NOTICES
Riley Investment Management LLC ("RIM") intends to file a proxy statement
regarding the election of directors of Asyst Technologies, Inc. (the "Company")
at the Company's 2008 annual meeting.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY RILEY INVESTMENT MANAGEMENT LLC
("RIM") AND ITS AFFILIATES FROM THE SHAREHOLDERS OF THE COMPANY FOR USE AT THE
2008 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY WHEN THEY ARE AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a free copy of any definitive proxy
statement (when available) and other related materials filed by RIM with the
Securities and Exchange Commission (the "SEC") at the SEC's website at
www.sec.gov. In addition, RIM will provide copies of the proxy statement without
charge upon request.
INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A PROXY SOLICITATION IS
CONTAINED IN EXHIBIT 1 HERETO.
EXHIBIT 1
Potential Participants
Riley Investment Partners Master Fund, L.P., a Cayman Islands limited
partnership ("RIP"), has nominated Bryant Riley, J. Michael Gullard, Melvin
Keating, Bill Roeschlein, Foad Tamaddon and Kenneth Potashner (the "Nominees")
for election to the Company's Board of Directors at the Company's 2008 annual
meeting. In addition to the Nominees, the potential participants in the
solicitation of proxies (the "Participants") may include the following: Riley
Investment Management LLC, a Delaware limited liability company ("RIM"), Riley
Acquisition LLC, a Delaware limited liability company ("RALLC"), Eric Singer,
Mihir Parikh and Aquest Systems Corporation, a Delaware corporation ("Aquest").
The participants reserve the right to retain one or more financial advisors and
proxy solicitors or include other persons as participants in a solicitation.
RIM is an investment adviser, which provides investment management
services, and is the general partner of RIP and managing member of RALLC. RIM
receives investment advisory fees from its investment advisory clients,
including RIP. It is also receiving similar fees from RALLC. Bryant Riley is the
managing member of RIM. Mr. Singer is an employee of RIM. RIP is principally
engaged in the business of investing in securities. RALLC is principally engaged
in the business of investing in the Company.
Mr. Parikh is the President and CEO of Aquest. Mr. Parikh is a member
of RALLC. According to a May 6, 2008 joint press release of Aquest
and The Gores Group, LLC, Aquest and The Gores Group, LLC had previously
submitted a proposal to acquire the Company on February 1, 2008. The press
release announced they had withdrawn their proposal because the Company refused
to enter into discussions with respect to their proposal. As disclosed above, on
July 9, 2008, Aquest submitted an indication of interest to acquire the Company
at $6.50 per share. In light of this and the Nominees' goal of enhancing
shareholder value by promoting a sale of the Company in an auction process, Mr.
Parikh and Aquest may have an interest in the election in addition to their
interests as members of RALLC and stockholders.
The following are the number of shares of common stock owned by the
Nominees and the Participants as of the date hereof:
NUMBER OF SHARES OF
NAME COMMON STOCK BENEFICIALLY OWNED
Bryant R. Riley* 1,866,720
J. Michael Gullard 0
Melvin Keating 0
Bill Roeschlein 0
Foad Tamaddon 0
Kenneth Potashner 0
RIM* 1,866,720
RIP 997,253
RALLC 610,000
Eric Singer 0
Mihir Parikh 1,000
Aquest 0
* Includes 997,253 shares beneficially owned by RIP. Includes 259,467 shares
owned by investment advisory clients of RIM, some of which are in managed
accounts indirectly affiliated with Mr. Riley, over which shares RIM has
sole or shared voting and dispositive power. Includes 610,000 shares
beneficially owned by RALLC.
EXHIBIT 2
(BW)(CA-RILEY-INVESTMENT) Riley Investment Management Discloses Asyst
Technologies, Inc. Has Received an Expression of Interest to Acquire Asyst at
$6.50 Per Share and Urges Asyst to Engage Expeditiously in Meaningful
Discussions with This and Other Potential Acquirors
Business Editors
LOS ANGELES--(BUSINESS WIRE)--July 16, 2008--Riley Investment
Management LLC announced that it is aware of an expression of interest
to acquire Asyst Technologies, Inc. at $6.50 per share made on July 9,
2008 by Aquest Systems Corporation. This proposal represents a 66%
premium over Asyst's closing share price on July 15. On July 8, 2008,
RIM representatives met with Asyst Chairman and Chief Executive
Officer Steve Schwartz to discuss RIM's view that Asyst should be
sold. Asyst conveyed to RIM that if RIM was aware of any interested
parties, Asyst understood its responsibility to shareholders to
entertain offers. Asyst also said that it believed that Aquest's prior
joint proposal with the Gores Group, LLC - which was at a range of $5
to $6 per share - was a credible offer.
Asyst's failure to enter into serious discussions with Aquest
regarding its acquisition proposal is of grave concern to RIM,
especially because once again Asyst appears to be rebuffing a credible
proposal at a significant premium to the Asyst share price in the last
six months. RIM believes that Aquest's proposal provides a significant
starting point for Asyst to engage in a sale process that will
maximize shareholder value. RIM strongly believes that shareholders
will be best rewarded, and valuation most appropriately realized,
through a sale of the company, and that it is incumbent on the Board
to engage actively and expeditiously in meaningful discussions with
Aquest or any other party that may have an interest in acquiring the
company.
Riley Investment Partners Master Fund, L.P. has nominated six
individuals to serve as directors at the 2008 annual meeting of Asyst.
The active involvement of RIM's nominees on Asyst's Board will ensure
that an active process is undertaken to maximize the value of Asyst
shares.
INVESTOR NOTICES
Riley Investment Management LLC ("RIM") intends to file a proxy
statement regarding the election of directors of Asyst Technologies,
Inc. (the "Company") at the Company's 2008 annual meeting.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY RILEY INVESTMENT
MANAGEMENT LLC ("RIM") AND ITS AFFILIATES FROM THE SHAREHOLDERS OF THE
COMPANY FOR USE AT THE 2008 ANNUAL MEETING OF SHAREHOLDERS OF THE
COMPANY WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and stockholders may obtain a free copy of any
definitive proxy statement (when available) and other related
materials filed by RIM with the Securities and Exchange Commission
(the "SEC") at the SEC's website at www.sec.gov. In addition, RIM will
provide copies of the proxy statement without charge upon request.
INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A PROXY
SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A BEING FILED
TODAY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONTACT: Riley Investment Management LLC
Bryant Riley, Managing Member
310-966-1445
br@rileyim.com
SOURCE: Riley Investment Management LLC