<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 3559 94-2944251
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
___________
48761 KATO ROAD
FREMONT, CALIFORNIA 94538
(510) 661-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________
DOUGLAS J. MCCUTCHEON
ASYST TECHNOLOGIES, INC.
48761 KATO ROAD
FREMONT, CALIFORNIA 94538
(510) 661-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________
COPIES TO:
JAMES C. KITCH, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
___________
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
___________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value.... 1,000,000 $27.85 $27,875,000 $8,447.00
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee based on the average of the high and low sales prices on
the Nasdaq National Market on November 13, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant duly certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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 November 21, 1997.
ASYST TECHNOLOGIES, INC.
By: /s/ Douglas J. McCutcheon
-------------------------------
Douglas J. McCutcheon
Senior Vice President and
Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Mihir Parikh Chairman of the Board, Chief November 21, 1997
- --------------------------- Executive Officer and Director
Mihir Parikh (Principal Executive Officer)
* Senior Vice President and November 21, 1997
- --------------------------- Chief Financial Officer
Douglas J. McCutcheon (Principal Financial and
Accounting Officer)
* Director November 21, 1997
- ----------------------------
James E. Springgate
* Director November 21, 1997
- ----------------------------
Walter W. Wilson
* Director November 21, 1997
- ----------------------------
Tsuyoshi Kawanishi
* Director November 21, 1997
- ----------------------------
Stanley Grubel
Director ___________, 1997
- -----------------------------
Ashok Sinha
*By /s/ Mihir Parikh
-------------------------
Mihir Parikh
Attorney in Fact
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