<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1997
=====================================================================
Registration No. 333-
=====================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2944251
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------
48761 KATO ROAD
FREMONT, CA 94538
(510) 661-5000
(Address and telephone number of principal executive offices)
----------------------
1993 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
Mihir Parikh
Chairman of the Board and Chief Executive Officer
Asyst Technologies, Inc.
48761 Kato Road
Fremont, CA 94538
(510) 661-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copy to:
James C. Kitch, Esq.
Cooley Godward Castro llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(415) 843-5000
----------------------
Total Number of Pages:
Exhibit Index at Page:
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Stock
Options and Underlying
Common Stock (no
par value) 425,000 $14.56-$44.8125 $11,617,038 $3,520
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1). The price per share
and aggregate offering price for the unissued stock options are based upon
the average of the high and low prices of Registrant's Common Stock on July
9, 1997 as reported on the Nasdaq National Market System. The offering
price per share and aggregate offering price for outstanding stock options
are based upon the exercise prices of such options. Certain shares under
the Employee Stock Purchase Plan are unissued but the offering price per
share for such shares has been determined pursuant to such plan and the
offering price per share and the aggregate offering price for such shares
reflects such determination. The following chart illustrates the
calculation of the registration fee:
<TABLE>
<CAPTION>
AGGREGATE
OFFERING PRICE PER OFFERING
TITLE OF SHARES NUMBER OF SHARES SHARE PRICE
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding stock
options 283,053 $21.3175 $6,033,982
- ----------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options 16,947 $44.8125 $ 759,437
- ----------------------------------------------------------------------------------------------------------------
Priced shares issuable pursuant to
the Employee Stock Purchase Plan 25,715 $ 14.56 $ 374,410
- ----------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the Employee Stock
Purchase Plan 99,285 $44.8125 $4,449,209
================================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-70100
AND REGISTRATION STATEMENT ON FORM S-8 NO. 333-1438
The contents of Registration Statement on Form S-8 No. 33-70100 filed with
the Securities and Exchange Commission on October 8, 1993 and Registration
Statement Form S-8 No. 333-1438 filed with the Securities and Exchange of
Commission on February 17, 1996 are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- ------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* 1993 Stock Option Plan
99.2* Employee Stock Purchase Plan
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(No. 33-66184), filed with the Securities and Exchange Commission July 19,
1993, as amended and incorporated by reference herein.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, County of Alameda, State of California,
on July 16, 1997.
ASYST TECHNOLOGIES, INC.
By: /S/MIHIR PARIKH
----------------
Mihir Parikh
Chairman of the Board and
Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mihir Parikh and Douglas McCutcheon, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/MIHIR PARIKH Chairman of the Board and July 16, 1997
- -------------------------- Chief Executive Officer
Mihir Parikh (Principal Executive Officer)
/S/DOUGLAS McCUTCHEON Senior Vice President and July 16, 1997
- -------------------------- Chief Financial Officer
Douglas McCutcheon (Principal Financial and
Accounting Officer)
/S/JAMES E. SPRINGGATE Director July 15, 1997
- --------------------------
James E. Springgate
/S/WALTER W. WILSON Director July 16, 1997
- --------------------------
Walter W. Wilson
Director , 1997
- --------------------------
Tsuyoshi Kawanishi
Director , 1997
- --------------------------
Ashok Sinha
/S/STANLEY GRUBEL Director July 16, 1997
- --------------------------
Stanley Grubel
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* 1993 Stock Option Plan
99.2* Employee Stock Purchase Plan
* Filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (No. 33-66184), filed with the Securities and Exchange
Commission July 19, 1993, as amended and incorporated by reference
herein.
</TABLE>
<PAGE>
EXHIBIT 5.1
JAMES C. KITCH
415 843-5027
[email protected]
July 16, 1997
Asyst Technologies, Inc.
48761 Kato Road
Fremont, California 94538
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Asyst Technologies, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 425,000 shares of the
Company's common stock, no par value (the "Common Stock"), pursuant to its 1993
Stock Option Plan (the "Plan") and its Employee Stock Purchase Plan (the
"Purchase Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock, when sold and issued in accordance with the
Plan, the Purchase Plan the Registration Statement and related Prospectus, will
be validly issued, fully paid, and nonassessable (except as to shares issued
pursuant to certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By:/S/James C. Kitch
-----------------
James C. Kitch
<PAGE>
EXHIBIT 23.1
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 16, 1997
included in Asyst Technologies Inc.'s Form 10-K for the year ended March 31,
1997 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Jose, California
July 15, 1997
