<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1998
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)
----------
<TABLE>
<CAPTION>
<S> <C> <C>
California 48761 KATO ROAD 94-2944251
- ---------- FREMONT, CA 94538 (I.R.S. Employer Identification No.)
(510) 661-5000
(Address and telephone number of principal executive offices)
</TABLE>
----------
1993 STOCK OPTION PLAN
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION 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 LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (1) PRICE (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (no
par value) 650,000 $9.4743 - $32.7845 $16,636,653 $4,908
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities
Act of 1933, as amended (the "Act"). The offering price per share and
aggregate offering price for
<PAGE>
the unissued stock options are based upon the average of the high and low
prices of Registrant's Common as reported on the Nasdaq National Market
System on January 30, 1998. The offering price per share for the
outstanding stock options is the weighted average exercise price of such
options. The following chart illustrates the calculation of the
registration fee:
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF SHARES NUMBER OF SHARES OFFERING PRICE PER AGGREGATE OFFERING
SHARE PRICE
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding stock
options pursuant to 1993 Employee Stock Option Plan 249,154 $32.7845 $ 8,168,389
- ---------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options pursuant to 1993 Employee Stock Option Plan 250,846 $ 23.312 $ 5,847,722
- ---------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding stock
options pursuant to 1994 Non-Employee Directors'
Stock Option Plan 63,324 $ 9.4743 $ 599,951
- ---------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock options
pursuant to 1994 Non-Employee Directors' Stock
Option Plan 86,676 $ 23.312 $ 2,020,591
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL 650,000 $ 16,636,653
==================================================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-70100,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-1438 and
REGISTRATION STATEMENT ON FORM S-8 NO. 333-31417
The contents of Registration Statement on Form S-8 No. 33-70100 filed with
the Securities and Exchange Commission on October 8, 1993, Registration
Statement Form S-8 No. 333-1438 filed with the Securities and Exchange of
Commission on February 7, 1996 and Registration Statement Form S-8 No. 333-31417
filed with the Securities and Exchange of Commission on July 16, 1997, 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
122503 v1
3
<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 February 5, 1998.
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 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.
4
<PAGE>
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.
SIGNATURE TITLE DATE
/S/MIHIR PARIKH Chairman of the Board February 5, 1998
- -------------------------- and Chief Executive Officer
Mihir Parikh (Principal Executive
Officer)
/S/DOUGLAS McCUTCHEON Senior Vice President and February 5, 1998
- -------------------------- Chief Financial Officer
Douglas McCutcheon (Principal Financial and
Accounting Officer)
/S/JAMES E. SPRINGGATE
- --------------------------- Director February 5, 1998
James E. Springgate
/S/WALTER W. WILSON
- --------------------------- Director February 5, 1998
Walter W. Wilson
/S/TSUYOSHI KAWANISHI
- --------------------------- Director February 5, 1998
Tsuyoshi Kawanishi
- --------------------------- Director
Ashok Sinha
/S/STANLEY GRUBEL
- --------------------------- Director February 5, 1998
Stanley Grubel
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE 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
6
<PAGE>
EXHIBIT 5.1
February 6, 1998
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 650,000 shares of the
Company's common stock, no par value (the "Common Stock"), pursuant to its 1993
Employee Stock Option Plan (the "Plan") and its 1993 Non-Employee Directors'
Stock Option Plan (the "Directors' Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Articles 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 Common Stock, when sold and issued in accordance with the Plan, the
Directors' Plan, the Registration Statement and related Prospectus, will be
validly issued, fully paid, and nonassessable.
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
7.
<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.
/s/ Arthur Andersen LLP
San Jose, California
February 5, 1998
8.
