ASYST TECHNOLOGIES INC /CA/
S-3, 1997-11-19
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>
 
PROSPECTUS

                                1,000,000 SHARES


                            ASYST TECHNOLOGIES, INC.

                                  COMMON STOCK

                              ___________________


     This Prospectus relates to 1,000,000 shares of Common Stock, no par value
(the "Common Stock") which are being offered and sold by certain stockholders
(the "Selling Shareholders") of Asyst Technologies, Inc. (the "Company"). The
Selling Shareholders, directly or through agents, broker-dealers or
underwriters, may sell the Common Stock offered hereby from time to time on
terms to be determined at the time of sale, in transactions on the Nasdaq
National Market or in privately negotiated transactions. The Selling
Shareholders and any agents, broker-dealers or underwriters that participate in
the distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), and any
commission received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Act. The Company will not receive any proceeds from the sale of shares
by the Selling Shareholders. See "Selling Shareholders" and "Plan of
Distribution."

     The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "ASYT."  The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on November 18, 1997 was $30.75 per share.

                              ____________________

  THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK FACTORS" ON PAGE 3.
                             _____________________

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                 ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
                      REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.


     No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $50,000. The aggregate proceeds to the Selling
Shareholders from the Common Stock will be the purchase price of the Common
Stock sold less the aggregate agents' commissions and underwriters' discounts,
if any. See "Plan of Distribution."

     The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company against certain
liabilities, including liabilities under the Act.

November __, 1997

<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  The Common Stock
of the Company is quoted on the Nasdaq National Market.  Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006.

     A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act.  This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission.  For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto.  Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement.  The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.

     The Commission maintains a World Wide Web site that contains reports, proxy
and information statements and other information filed electronically with the
Commission.  The address of the site is http://www.sec.gov.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed or to be filed with the Commission under the
Exchange Act are hereby incorporated by reference into this Prospectus:

     (i)    The Company's Annual Report on Form 10-K for the fiscal year ended
            March 31, 1997, as amended;

     (ii)   The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1997;

     (iii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1997;

     (iv)   The Company's current Report on Form 8-K filed with the Commission 
            on October 10, 1997;

     (v)    The Company's Proxy Statement for its annual meeting of shareholders
            held on September 30, 1997 (other than the portions thereof
            identified as not deemed filed with the Commission); and

     (vi)   The Description of Capital Stock contained in the Company's Form S-1
            Registration Statement filed with the Commission on February 21,
            1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.  Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or 

                                       2
<PAGE>
 
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are specifically incorporated by reference herein or into
such documents).  Such request may be directed to Asyst Technologies, Inc.,
Attention:  Douglas J. McCutcheon, 48761 Kato Road, Fremont, California  94538,
telephone (510) 661-5000.

                                       3
<PAGE>
 
                                  THE COMPANY

     The Company was incorporated in California in 1984.  Unless the context
otherwise requires, references in this Prospectus to the "Company" or "Asyst"
refer to Asyst Technologies, Inc. and its subsidiaries.  The Company's executive
offices are located at 48761 Kato Road, Fremont, California  94538, and its
telephone number is (510) 661-5000.

                                  RISK FACTORS

     This Prospectus contains forward-looking statements that involve risks and
uncertainties.  Actual results may differ materially from those discussed in the
forward-looking statements that involve risks and uncertainties, including those
set forth below.  Prospective investors should consider the following factors in
evaluating the Company and its business before purchasing any shares of the
Common Stock offered hereby.

     VARIABILITY OF QUARTERLY OPERATING RESULTS

     The Company's revenues and operating results can fluctuate substantially
from quarter to quarter depending on such factors as the timing of significant
customer orders, the timing of product shipments, variations in the mix of
products sold, new product introductions by the Company, changes in customer
buying patterns, fluctuations in the semiconductor equipment market,
availability of key components and general trends in the world economy. The
procurement process of the Company's customers is typically six to twelve months
or longer from initial inquiry to order and may involve competing capital budget
considerations, thus making the timing of customer orders uneven and difficult
to predict. Any delay or failure to receive anticipated orders could adversely
affect the Company's financial performance. A significant portion of the
Company's net sales in any quarter is typically derived from a small number of
long-term, multimillion dollar customer projects involving an upgrade of an
existing facility, the construction of a new facility or the shipping of a
single or multiple automation solution(s) of up to several million dollars in
revenue recognition. The Company typically cannot ship its products until the
facility and/or the process tools housed in the facility are ready, and thus
faces uncertainty in the scheduling of shipments due to many factors beyond its
control. Customers generally may cancel or reschedule shipments with limited or
no penalty. In addition, due to production cycles and customer requirements, the
Company often ships significant quantities of products in the last month of the
quarter. This factor increases the risk of unplanned fluctuations in net sales
since management has limited opportunity to take corrective actions should a
customer reschedule a shipment or otherwise delay an order during the last month
of the quarter. Moreover, a shortfall in planned net sales in a quarter as a
result of these factors could have a material adverse effect on the Company's
operating results for the quarter. Given these factors, the Company expects that
quarter to quarter performance will fluctuate for the foreseeable future and
consequently that quarter to quarter comparisons will not be meaningful.

     ACCEPTANCE OF MINIENVIRONMENT TECHNOLOGY BY CUSTOMERS

     Since 1995, substantially all of the Company's revenues have been from
sales of minienvironment systems and related products to a small number of
semiconductor manufacturers, and the Company expects that sales of such systems
will continue to account for a majority of revenues for the foreseeable future.
Given that the use of minienvironment systems represents an alternative to the
conventional cleanroom approach utilized by semiconductor manufacturers, the
Company believes that its growth prospects depend in large part upon its ability
to gain  acceptance by a broader group of customers of the efficacy of the
Company's minienvironment technology.  Because of the large capital commitment
involved in the construction and operation of a semiconductor manufacturing
facility, the decision by a semiconductor manufacturer to make a large-scale
deployment of the Company's products involves significant organizational,
technological and financial commitments by the semiconductor manufacturer. While
the Company actively promotes the acceptance of minienvironment technology and
has as customers several semiconductor manufacturers that can serve as
influential reference accounts, there can be no assurance that the Company will
be successful in obtaining broader acceptance of its products and technology.

                                       4
<PAGE>
 
     CUSTOMER CONCENTRATION

     A significant portion of the Company's net sales is derived from a small
number of customers. Sales of the Company's products to Taiwan Semiconductor
Manufacturing Co., Ltd. ("TSMC") accounted for approximately 32 percent, 21
percent and 14 percent of the Company's net sales during fiscal 1995, 1996 and
1997, respectively.  During the first six months of fiscal year 1998, TSMC
accounted for 38 percent of the Company's sales.  The top ten customers for each
of the first and second quarters of fiscal year 1998 represented approximately
73 percent of sales.  The Company's projects are typically completed within a
six to eighteen month period from when the customer's purchase order is
initially received. As these projects are completed, business from these
customers will decline substantially unless they undertake additional projects
incorporating the Company's products. Although the Company has received new
orders from existing customers, including TSMC and many other existing customers
during the six months ended September 30, 1997, if additional projects are not
initiated by existing customers, the performance of the Company will depend on
securing business from new customers. While the Company is pursuing a number of
new customer opportunities, there can be no assurance that the Company will be
successful in its sales and marketing efforts, and any significant weakening in
customer demand would have a material adverse effect on the Company.

     DEPENDENCE ON SEMICONDUCTOR INDUSTRY

     The Company's business depends upon the capital expenditures of
semiconductor manufacturers, which in turn depend on the current and anticipated
market demand for integrated circuits and products utilizing integrated
circuits. The semiconductor industry is cyclical and has historically
experienced periodic downturns. These downturns are difficult to predict and
have often had a severe adverse effect on the semiconductor industry's demand
for semiconductor processing equipment. The Company believes that its future
performance will be adversely affected from time to time by such industry
downturns.

     RETENTION AND RECRUITMENT OF KEY PERSONNEL

     The Company's success depends to a significant extent upon a small number
of senior management and technical personnel. The loss of the services of one or
more of these key persons could have a material adverse effect on the Company.
The Company's future success will depend in large part upon its ability to
recruit and retain highly skilled technical, managerial, financial and marketing
personnel, who are in great demand. A failure to retain, acquire and/or
adequately train such persons could have a material adverse impact on the
Company.

     MANAGEMENT OF GROWTH AND PERSONNEL CHANGES

     The Company has recently experienced extremely rapid growth in the number
of its employees and the geographic area of its operations. The growth of the
Company's business and the expansion of the Company's customer base have placed
a significant strain on the Company's management, operations and financial
systems. The Company has implemented a management development program to augment
the skill base of its managers.  Additionally, the Company attempts to maintain
a competitive compensation program and work environment that stimulates and
challenges its people. The Company's future operating results will be dependent
in part on its ability to continue to implement and improve its operating and
financial controls and management information systems and to expand, train and
manage its management and employee base. In the extremely competitive employment
markets that the Company operations in, employee turnover could have a material
adverse effect on the Company.

     COMPETITION

     The Company currently has direct competition with respect to its Asyst-SMIF
System and SMART-Traveler System products, with its principal competition coming
from conventional approaches to solving the contamination and manufacturing
control problems of the semiconductor manufacturing industry.  The semiconductor
equipment industry, however, is highly competitive in general, and there can be
no assurance that one or more potential competitors will not enter the Company's
market. During the past several years, several companies, have begun

                                       5
<PAGE>
 
offering one or more products that compete with the minienvironment products of
the Company. As a result of new competition in the minienvironment systems
marketplace, the Company may encounter competition which could have a negative
effect on the Company's operating results. In addition, the Company's software
subsidiary has several competitors in the software integration business and is
in a business that does not present significant capital barriers to new
entrants. The Company faces potential competition from a number of companies,
including semiconductor equipment and cleanroom construction companies, some of
which may have greater name recognition, more extensive engineering,
manufacturing and marketing capabilities and substantially greater financial,
technical and personnel resources than those available to the Company. There can
be no assurance that the Company will be able to compete successfully in the
future.

     DEPENDENCE ON NEW PRODUCTS AND TECHNOLOGIES

     Semiconductor equipment and processes are subject to rapid technological
change. The development of more complex integrated circuits has driven the need
for new facilities, equipment and processes to produce such devices at
acceptable cost and yield. The Company believes that its future success will
depend in part upon its ability to continue to enhance its existing products to
meet customer needs and to develop and introduce new products which maintain
technological leadership. There can be no assurance that the Company's product
development efforts will be successful or that the Company will be able to
respond effectively to technological change.

     DEPENDENCE ON KEY SUPPLIERS

     Certain of the components and subassemblies included in the Company's
products are obtained from a single supplier or a limited group of suppliers.
Although to date the Company has experienced only minimal delays in receiving
goods from its key suppliers, disruption or termination of these sources could
have a temporary adverse effect on the Company's operations. The Company
believes that in time alternative sources could ordinarily be obtained and
qualified to supply these products, but a prolonged inability to obtain certain
components could have an adverse effect on the Company's operating results and
could result in damage to customer relationships.

     PATENTS AND PROPRIETARY RIGHTS

     The Company relies on a combination of patent, trade secret and copyright
protection to establish and protect its intellectual property. While the Company
intends to protect its patent rights vigorously, there can be no assurance that
any patents held by the Company will not be challenged, invalidated or
circumvented, or that the rights granted thereunder will provide competitive
advantages to the Company. The Company also relies on trade secrets that it
seeks to protect, in part, through confidentiality agreements with employees,
consultants and other parties. There can be no assurance that these agreements
will not be breached, that the Company will have adequate remedies for any
breach, or that the Company's trade secrets will not otherwise become known to
or be independently developed by others.  There has been substantial litigation
regarding patent and other intellectual property rights in semiconductor related
industries. Litigation may be necessary to enforce patents issued to the
Company, to protect trade secrets or know-how owned by the Company or to defend
the Company against claimed infringement of the rights of others and to
determine the scope and validity of the proprietary rights of others. Any such
litigation could result in substantial cost and diversion of effort by the
Company, which by itself could have a material adverse effect on the Company's
financial condition and operating results. Further, adverse determinations in
such litigation could result in the Company's loss of proprietary rights,
subject the Company to significant liabilities to third parties, require the
Company to seek licenses from third parties or prevent the Company from
manufacturing or selling its products, any of which could have a material
adverse effect on the Company's financial condition and results of operations.

     RISKS OF INTERNATIONAL OPERATIONS

     Approximately 59 percent, 47 percent, 56 percent and 66 percent of the
Company's net sales for the years ended March 31, 1995, 1996 and 1997 and for
the nine months ended September 30, 1997, respectively, were attributable to
sales outside the United States, primarily in Taiwan, Japan, Europe and
Singapore. In the first six months of fiscal year 1998, bookings outside of the
United

                                       6
<PAGE>
 
States increased to 63 percent of total bookings in the period, with Taiwan
representing 43 percent of such total bookings. The Company expects that
international sales will continue to represent a significant portion of its
total revenues. Sales to customers outside the United States are subject to
risks, including exposure to currency fluctuations, the imposition of
governmental controls, the need to comply with a wide variety of foreign and
U.S. export laws, political and economic instability, trade restrictions,
changes in tariffs and taxes, longer payment cycles typically associated with
foreign sales, the greater difficulty of administering business overseas and
local and regional economic conditions. As of September 30, 1997, March 31, 1997
and 1996, approximately 68 percent, 71 percent and 41 percent, respectively, of
accounts receivable were due from international customers located primarily in
Taiwan, Thailand, Singapore and Japan. Receivable collection and credit
evaluation in new geographies and countries challenge the Company's ability to
avert such risks. In addition, the laws of certain foreign countries may not
protect the Company's intellectual property to the same extent as do the laws of
the United States. Although to date the Company's results of operations have not
been adversely affected by currency exchange rate fluctuations because the
Company has invoiced substantially all of its international sales in United
States dollars, there can be no assurance that the Company's results of
operations will not be adversely affected by currency fluctuations in the
future.

     ANTI-TAKEOVER MEASURES

     The Company's Articles of Incorporation and Bylaws include provisions that
may have the effect of deterring hostile takeovers or delaying changes in
control or management of the Company.  These provisions include certain advance
notice procedures for nominating candidates for election to the Board of
Directors, a provision eliminating shareholder actions by written consent and a
provision under which only the Board of Directors or shareholders holding at
least 10% of the outstanding Common Stock may call special meetings of the
shareholders.  The Company has entered into agreements with its officers and
directors indemnifying them against losses they may incur in legal proceedings
arising from their service to the Company.

     POTENTIAL ADVERSE EFFECT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK ON
     HOLDERS OF COMMON STOCK; ANTI-TAKEOVER EFFECTS

     The Board of Directors has authority to issue up to 4,000,000 shares of
Preferred Stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of those shares without any future vote or action by
the shareholders.  The rights of the holders of any Preferred Stock that may be
issued in the future.  The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company.  Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock.  The Company has no present plans to issue shares of Preferred Stock.

     POTENTIAL VOLATILITY OF STOCK PRICE

     The Company believe factors such as quarterly fluctuations in results of
operations, announcements of new orders by the Company or its competitors and
changes in either earnings estimates of the Company or investment
recommendations by stock market analysts may cause the market price of the
Common Stock to fluctuate, perhaps substantially. In addition, in recent years,
the stock market in general and shares of technology companies in particular
have experienced extreme price fluctuations, and such extreme price fluctuations
may continue. These broad market and industry fluctuations may adversely affect
the market price of the Company's Common Stock.

     ADDITIONAL FINANCINGS

     Future sales of substantial amounts of Common Stock in the public market
could have an adverse effect on the price of Common Stock.  Such sales might
also impair the Company's ability to raise additional funds through equity
financing.  In such event, to the extent that funds generated from operations,
together with the

                                       7
<PAGE>
 
Company's existing capital resources, are insufficient to meet the Company's
capital requirements, the Company will be required to rely on alternative
sources of funding, including debt financing, corporate partnering arrangements
and capital lease transactions.  No assurance can be given that additional
financing will be available or, if available, will be available on acceptable
terms.

                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders in the offering.

                                       8
<PAGE>
 
                              SELLING SHAREHOLDERS

     The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock owned beneficially by each of them as of
October 31, 1997 and the number of shares which may be offered pursuant to this
Prospectus.  This information is based upon information provided by the Selling
Shareholders. The Selling Shareholders may offer all, some or none of their
Common Stock.


<TABLE>
<CAPTION>
                                            SHARES BENEFICIALLY                             SHARES BENEFICIALLY OWNED
                                        OWNED PRIOR TO OFFERING (1)                            AFTER OFFERING(1)(3)
                                       ------------------------------   NUMBER OF SHARES   ----------------------------
                NAME                      NUMBER         PERCENT(2)      BEING OFFERED       NUMBER        PERCENT(2)
- ------------------------------------   -------------   --------------   ----------------   -----------   --------------
<S>                                    <C>             <C>              <C>                <C>           <C>
Putnam Asset Allocation Funds-                                                                                          
 Balanced Portfolio(4)..............       23,000             *               7,800           15,200            *         
Putnam Asset Allocation Funds-                                                                                          
 Conservative Portfolio(4)..........        4,050             *               1,350            2,700            *       
Putnam Asset Allocation Funds-                                                                                          
 Growth Portfolio(4)................       27,350             *               9,150           18,200            *       
Putnam OTC & Emerging                                                                                                   
 Growth Fund(4).....................    1,293,300          10.9%            904,600          388,700          3.3% 
Putnam Variable Trust-Putnam   VT                                                                                       
 Global Asset Allocation Fund(4)....        6,200             *               2,100            4,100            *       
Putnam Voyager Fund II(4)...........      103,660                            75,000           28,660            
                                        ---------      ---------          ---------        ---------     ---------
                                        1,457,660          12.3%          1,000,000          457,660          3.9% 
</TABLE>
- --------------

*    Less than one percent.

(1)  Unless otherwise indicated below, the persons named in the table have sole
     voting and investment power with respect to all shares beneficially owned
     by them, subject to community property laws where applicable.

(2)  Applicable percentage of ownership is based on 11,853,935 Common Stock
     outstanding on October 31, 1997.

(3)  Assumes the sale of all shares offered hereby.

(4)  Putnam Investment Management, Inc. ("PIM"), the investment advisor to the
     Putnam family of mutual funds, has shared dispositive power over the
     shares. PIM is a wholly-owned subsidiary of Putnam Investments, Inc.
     ("PI"). PI is a subsidiary of Marsh & McLennan Companies, Inc.

                                       9
<PAGE>
 
                              PLAN OF DISTRIBUTION

     The shares of Common Stock offered by the Selling Shareholders may be sold
from time to time to purchasers directly by any of the Selling Shareholders
acting as principal for its own account in one or more transactions at a fixed
price, which may be changed, or at varying prices determined at the time of sale
or at negotiated prices.  Alternatively, any of the Selling Shareholders may
from time to time offer the Common Stock through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts, commissions
or concessions from the Selling Shareholders and/or the purchasers of shares for
whom they may act as agent.  Sales may be made on the Nasdaq National Market or
in private transactions.  In addition to sales of Common Stock pursuant to the
Registration Statement of which this Prospectus is a part, the Selling
Shareholders may sell such Common Stock in compliance with Rule 144 promulgated
under the Act.

     The Selling Shareholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock offered hereby may be
deemed to be underwriters within the meaning of the Act, and any discounts,
commissions or concessions received by them and any profit on the resale of the
Common Stock purchased by them might be deemed to be underwriting discounts and
commissions under the Act.

     In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers.  In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.

     Pursuant to the Common Stock Purchase Agreement dated September 28, 1997
between the Company and the Selling Shareholders, the Company has agreed to
register the Selling Shareholders' Common Stock under applicable Federal and
state securities laws under certain circumstances and at certain times. The
Company will pay substantially all of the expenses incident to the offering and
sale of the Common Stock to the public, other than commissions, concessions and
discounts of underwriters, dealers or agents. Such expenses (excluding such
commissions and discounts) are estimated to be $40,000. The above-referenced
agreement provides for cross-indemnification of the Selling Shareholders and the
Company to the extent permitted by law, for losses, claims, damages, liabilities
and expenses arising, under certain circumstances, out of any registration of
the Common Stock.

                                 LEGAL MATTERS

     The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California.

                                    EXPERTS

     The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.


 

 



                                      10
<PAGE>
    No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such other information and representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer or solicitation by anyone in any state
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to the date hereof.

                             _____________________
  
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>                                                                              Page
                                                                                       ----
<S>                                                                                    <C> 
Available Information.................................................................   2
Incorporation of Certain Documents by Reference.......................................   2
The Company...........................................................................   4
Risk Factors..........................................................................   4
Use of Proceeds.......................................................................   8
Selling Shareholders..................................................................   9
Plan of Distribution..................................................................  10
Legal Matters.........................................................................  10
Experts...............................................................................  10
</TABLE>

                             _____________________ 

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered.  All the amounts shown are estimates
except for the registration fee.
 
          Registration fee..................    $ 8,500
          Printing and engraving expenses...      2,000
          Legal fees and expenses...........     13,000
          Accounting Fees and Expenses......      3,000
          Miscellaneous.....................      6,000
          Nasdaq fee........................     17,500
                                                -------
               Total........................    $50,000
                                                =======

ITEM 15.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent not prohibited by California law.  The
Company is also empowered under its Articles of Incorporation and Bylaws to
enter into indemnification contracts with its directors, officers, employees and
agents and to purchase insurance on behalf of any person whom it is required or
permitted to indemnify.  Pursuant to this provision, the Company has entered
into indemnity agreements with each of its directors and officers.

     In addition, the Company's Articles of Incorporation provide that, to the
fullest extent permitted by California law, the Company's directors will not be
liable for monetary damages for breach of the directors' fiduciary duty of care
to the Company and its shareholders.  This provision in the Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as an injunction or other forms of non-
monetary relief would remain available under California law.  Each director will
continue to be subject to liability for breach of the director's duty of loyalty
to the Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing and culpable violations of law, that the director believes
to be contrary to the best interests of the Company or its shareholders,
involving a reckless disregard for the director's duty to the Company or its
shareholders when the director was aware or should have been aware of a risk of
serious injury to the Company or its shareholders, or an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, for improper transactions between the director and the
Company and for improper distributions to shareholders and loans to directors
and officers or for acts or omissions by the director as an officer.  This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

     There is no pending litigation or proceeding involving a director, officer,
employee or other agent of the Company as to which indemnification is being
sought, nor is the Company aware of any pending or threatened litigation that
may result in claims for indemnification by any director, officer, employee or
other agent.

                                     II-1
<PAGE>
 
ITEM 16.  EXHIBITS

     (a)  Exhibits.
 
     EXHIBIT
     NUMBER    DESCRIPTION OF DOCUMENT
     ------    -----------------------

     4.1       Common Stock Purchase Agreement dated September 25, 1997.
               Reference is made to the Company's current Report on Form 8-K
               filed with the Commission on October 10, 1997.
     5.1       Opinion of Cooley Godward LLP.
    23.1       Consent of Arthur Andersen LLP. Reference is made to page II-6.
    23.2       Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
    24.1       Power of Attorney. Reference is made to page II-4.

- --------------

ITEM 17.  UNDERTAKINGS.

     (a)  Rule 415 Offering

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (b)  Acceleration of Effectiveness

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     II-2
<PAGE>
 
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 or
Regulation S-X are not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.

     (c) Registration Statement Permitted by Rule 430A

     The undersigned Registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                     II-3
<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 17, 1997.

                              ASYST TECHNOLOGIES, INC.



                              By: /s/ Mihir Parikh
                                  ----------------
                                  Mihir Parikh
                                  Chairman of the Board and Chief Executive
                                   Officer



                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mihir Parikh and Douglas J. McCutcheon
and each or any one of them, as his true and lawful attorney-in-fact and agents
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.

                                     II-4
<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 17, 1997
- ---------------------------   Executive Officer and Director
Mihir Parikh                  (Principal Executive Officer)


/s/ Douglas J. McCutcheon     Senior Vice President and        November 17, 1997
- ---------------------------   Chief Financial Officer
Douglas J. McCutcheon         (Principal Financial and
                              Accounting Officer)
 

/s/ James E. Springgate        Director                        November 17, 1997
- ----------------------------
James E. Springgate


/s/ Walter W. Wilson           Director                        November 17, 1997
- ----------------------------
Walter W. Wilson


/s/Tsuyoshi Kawanishi          Director                        November 17, 1997
- ----------------------------
Tsuyoshi Kawanishi


/s/Stanley Grubel              Director                        November 17, 1997
- ----------------------------
Stanley Grubel
 
 
                               Director                        ___________, 1997
- -----------------------------
Ashok Sinha

                                     II-5
<PAGE>
 
                                                                    EXHIBIT 23.1


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     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.


                         /s/ Arthur Andersen LLP


San Jose, California
November 18, 1997

                                     II-6
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE> 
<CAPTION> 
                                                                                                      SEQUENTIALLY
     EXHIBIT                                                                                          NUMBERED
     NUMBER                          DESCRIPTION OF DOCUMENT                                          PAGE NUMBER
     ------                          -----------------------                                          -----------
    <C>        <S>                                          

      4.1        Common Stock Purchase Agreement, dated September 25, 1997 Reference 
                 is made to the Company's current Report on Form 8-K filed with the
                 Commission on October 10, 1997  ........................................

      5.1        Opinion of Cooley Godward LLP...........................................

     23.1        Consent of Arthur Andersen LLP.  Reference is made to page II-6.........

     23.2        Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1........

     24.1        Power of Attorney.  Reference is made to page II-4......................
</TABLE> 


<PAGE>
 
                                                                     EXHIBIT 5.1
November 18, 1997
                                                                                

                                                              JAMES C. KITCH
                                                              415 843-5027
                                                              [email protected]



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-3 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 1,000,000 shares of the Company's
Common Stock (the "Shares"), with no par value (the "Common Stock") to be sold
by certain shareholders as described in the Registration Statement. Defined
terms used herein shall have the meanings attributed to such terms in the
Registration Statement unless otherwise stated herein.

In connection with this opinion, we have examined the Registration Statement,
the Company's Amended and Restated Articles of Incorporation and Amended and
Restated 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 are validly issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement.

Very truly yours,


Cooley Godward LLP



By: /s/ James C. Kitch
    ----------------------
     James C. Kitch


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