<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Asyst Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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<PAGE>
ASYST TECHNOLOGIES, INC.
48761 Kato Road
Fremont, CA 94538
----------------
Notice of Annual Meeting of Shareholders
to be held on September 2, 1999
----------------
TO THE SHAREHOLDERS OF ASYST TECHNOLOGIES, INC.:
Notice Is Hereby Given that the Annual Meeting of Shareholders of Asyst
Technologies, Inc., a California corporation (the "Company"), will be held on
Thursday, September 2, 1999 at 4:00 p.m. local time at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054 for the following
purpose:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized number of
shares of Common Stock from 20,000,000 to 50,000,000 shares.
3. To ratify the selection of Arthur Andersen LLP as independent
auditors of the Company for its fiscal year ending March 31, 1999.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on July 6, 1999, as
the record date for the determination of shareholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ James C. Kitch
James C. Kitch
Secretary
Fremont, California
July 29, 1999
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO
ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS
POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT
PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON
IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE
HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT
THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR
NAME.
<PAGE>
ASYST TECHNOLOGIES, INC.
48761 Kato Road
Fremont, CA 94538
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
----------------
September 2, 1999
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of Asyst
Technologies, Inc., a California corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held on September 2, 1999, at 4:00 p.m.
local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054. The Company intends to
mail this proxy statement and accompanying proxy card on or about July 29,
1999, to all shareholders entitled to vote at the Annual Meeting.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company or, at the Company's request, Beacon Hill Partners. No additional
compensation will be paid to directors, officers or other regular employees
for such services, but Beacon Hill Partners will be paid its customary fee,
estimated to be about $5,000, if it renders solicitation services.
Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on July 6,
1999 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on July 6, 1999 the Company had outstanding and entitled to
vote 12,251,366 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual
Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
towards a quorum but except for Proposal 2 are not counted for any purpose in
determining whether a matter is approved. With respect to Proposal 2,
abstentions and broker non-votes will have the same effect as negative votes.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive
<PAGE>
office, 48761 Kato Road, Fremont, CA 94538, a written notice of revocation or
a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by
itself, revoke a proxy.
Shareholder Proposals
The deadline for submitting a shareholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 Annual
Meeting of Shareholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is March 31, 2000. The deadline for submitting a shareholder
proposal or a nomination for director that is not to be included in such proxy
statement and proxy is March 31, 2000.
2
<PAGE>
Proposal 1
Election Of Directors
There are five nominees for the six Board positions presently authorized in
the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of shareholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal.
Each nominee listed below is currently a director of the Company, all such
directors having been elected by the shareholders.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the five nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected and management has no reason to
believe that any nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
The Board Of Directors Recommends
A Vote In Favor Of Each Named Nominee.
Nominees
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
Name Age Principal Occupation/Position Held With the Company
---- --- ---------------------------------------------------
<C> <C> <S>
Mihir Parikh 52 Chairman of the Board of Directors and Chief Executive
Officer of the Company
Stanley Grubel 57 Chief Executive Officer of MiCRUS
Tsuyoshi Kawanishi 70 Senior Advisor of Toshiba Corporation
Ashok K. Sinha 55 President of the Metal Deposition Product Business
Group of Applied Materials, Inc.
Walter W. Wilson 55 President of Solectron California Corporation
</TABLE>
Dr. Parikh has served as Chairman of the Board and Chief Executive Officer
of the Company since July 1992. He has been a director of the Company since he
founded the Company in 1984 and served as the Company's President and Chief
Executive Officer from its inception to July 1992. From 1974 to 1984, he held
various management positions with Hewlett-Packard and International Business
Machines Corporation. Dr. Parikh received his Ph.D in Engineering-Physics from
UC Berkeley.
Mr. Grubel has served as a director of the Company since January 1997. Mr.
Grubel has served as Chief Executive Officer of MiCRUS, a manufacturer of CMOS
wafers since January 1, 1995. Between 1993 and 1995, he was a Director of
Procurement and Capital Planning for International Business Machines
Corporation. Since May 1999, he has served on the Board of Directors of
Central Hudson Gas & Electric Corporation.
Mr. Kawanishi has served as a director of the Company since February 1996.
He has served as Senior Adviser of Toshiba Corporation ("Toshiba"), a
manufacturer of electronic machinery and semiconductors, since June 1994. He
previously held the position of Senior Executive Vice President at Toshiba
from June 1990 to June 1994. Mr. Kawanishi also sits on the board of directors
of Applied Materials, Inc. and Chartered Semiconductor Manufacturing Ltd. He
is also president of Japan's Society for Electronics Packaging and Chairman of
the Board of Singapore's Institute for Microelectronics.
Dr. Sinha has served as a director of the Company since January 1997. Dr.
Sinha has served as Group Vice President of Applied Materials, Inc., a
semiconductor equipment manufacturer, since 1990 and is President of the Metal
Deposition Product Business Group of Applied Materials, Inc.
3
<PAGE>
Mr. Wilson has served as a director of the Company since January 1995. Mr.
Wilson has served as President of Solectron North America, a wholly-owned
subsidiary of Solectron Corporation, a provider of manufacturing services to
the electronics industry ("Solectron"), since September 1995, as President of
Solectron California Corporation since September 1993 and as a Senior Vice
President, Operations of Solectron since June 1990. Mr. Wilson also sits on
the board of directors of Mylex Corporation.
There are no family relationships among any of the directors or executive
officers of the Company.
Board Committees and Meetings
During the fiscal year ended March 31, 1999 the Board of Directors held five
meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements, recommends to the Board the independent auditors to be retained,
and receives and considers the accountants' comments as to controls, adequacy
of staff and management performance and procedures in connection with audit
and financial controls. The Audit Committee is composed of Mr. Wilson, a non-
employee director. It met five times during such fiscal year.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans, and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board
may delegate. The Compensation Committee is presently composed of two non-
employee directors: Mr. Grubel and Dr. Sinha. During the fiscal year ended
March 31, 1999, the Compensation Committee was composed of Mr. Grubel and Dr.
Sinha. It met two times during such fiscal year.
During the fiscal year ended March 31, 1999 each Board member attended 75%
or more of the aggregate of the meetings of the Board and of the committees on
which he served, held during the period for which he was a director or
committee member, respectively.
4
<PAGE>
Proposal 2
Approval Of Increase In NumberOf Authorized Shares Of Common Stock
The Board of Directors has adopted, subject to shareholder approval, an
amendment to the Company's Amended and Restated Articles of Incorporation (the
"Articles") to increase the Company's authorized number of shares of Common
Stock from 20,000,000 shares to 50,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common
Stock of the Company, except for effects incidental to increasing the number
of shares of the Company's Common Stock outstanding, such as dilution of the
earnings per share and voting rights of current holders of Common Stock. If
the amendment is adopted, it will become effective upon filing of a
Certificate of Amendment of the Company's Amended and Restated Articles of
Incorporation with the Secretary of State of the State of California.
In addition to the 12,251,366 shares of Common Stock outstanding at July 6,
1999, shares of Common Stock have been reserved and are available for issuance
as follows: (i) 4,861,129 shares upon exercise of options granted under the
Company's 1993 Stock Option Plan, and (ii) 700,000 shares upon exercise of
options granted under the Company's 1993 Employee Stock Purchase Plan.
Although at present the Board of Directors has no other plans or
arrangements to issue the additional shares of Common Stock, it desires to
have such shares available to provide additional flexibility to use its
capital stock for business and financial purposes in the future. The
additional shares may be used, without further shareholder approval, for
various purposes including, without limitation, raising capital, providing
equity incentives to employees, officers or directors, establishing strategic
relationships with other companies and expanding the Company's business or
product lines through the acquisition of other businesses or products.
The Board also reserved, in connection with the Company's Share Purchase
Rights Plan adopted in June 1998 (the "Rights Plan"), 250,000 shares of Series
A Junior Participating Preferred Stock. Under certain circumstances, the
Rights Plan may have an anti-takeover effect by allowing the Company to oppose
a hostile takeover attempt. For example, the Rights Plan would give certain
holders the right to acquire additional shares of stock at a low price in
connection with an acquisition of shares not approved by the Board of
Directors. In addition, the Company's charter documents contain provisions
which also may have anti-takeover effects (the "Charter Provisions"). The
Charter Provisions include (i) provisions in the Company's Articles to abolish
cumulative voting, and (ii) provisions in the Articles and Bylaws requiring 66
and 2/3% approval of the voting stock for the approval of amendments to
certain provisions of the Articles and the Bylaws. At present the Company has
no plans or arrangements to subsequently adopt or implement any additional
measures having anti-takeover affects, other than the adoption of this
proposal.
The additional shares of Common Stock that would become available for
issuance if the amendment were approved could also be used by the Board to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, the Board could strategically sell
shares of Common Stock in a private transaction to purchasers who would oppose
a takeover or favor the current Board. Although this proposal to increase the
authorized Common Stock has been prompted by business and financial
considerations and not by the threat of any hostile takeover attempt (nor is
the Board currently aware of any such attempts directed at the Company),
nevertheless Shareholders should be aware that, like the Rights Plan and the
Charter Provisions, approval of this proposal could facilitate future efforts
by the Board to deter or prevent changes in control of the Company, including
transactions in which the shareholders might otherwise receive a premium for
their shares over then current market prices.
The affirmative vote of the holders of a majority of the shares of Common
Stock, will be required to approve this amendment to the Company's Amended and
Restated Articles of Incorporation. As a result, abstentions and broker non-
votes will have the same effect as negative votes.
The Board of Directors Recommends A Vote In Favor Of Proposal 2.
5
<PAGE>
Proposal 3
Ratification Of Selection Of Independent Auditors
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending March 31, 2000 and has further
directed that management submit the selection of independent auditors for
ratification by the shareholders at the Annual Meeting. Arthur Andersen LLP
has audited the Company's financial statements since its inception in 1984.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.
Shareholder ratification of the selection of Arthur Andersen LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Arthur Andersen
LLP to the shareholders for ratification as a matter of good corporate
practice. If the shareholders fail to ratify the selection, the Audit
Committee and the Board will reconsider whether or not to retain that firm.
Even if the selection is ratified, the Audit Committee and the Board in their
discretion may direct the appointment of different independent auditors at any
time during the year if they determine that such a change would be in the best
interests of the Company and its shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and voting at the Annual Meeting will be
required to ratify the selection of Arthur Andersen LLP. For purposes of this
vote abstentions and broker non-votes will not be counted for any purpose in
determining whether this matter has been approved.
The Board Of Directors Recommends
A Vote In Favor Of Proposal 3.
6
<PAGE>
ADDITIONAL INFORMATION
The current executive officers of the Company, and their ages as of June 15,
1999, are as follows:
MANAGEMENT
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Mihir Parikh............ 52 Chairman of the Board and Chief Executive Officer
Terry L. Moshier........ 50 President and Chief Operating Officer
Anthony C. Bonora....... 56 Senior Vice President, Research and Development and Chief Technical
Officer
Douglas J. McCutcheon... 50 Senior Vice President, Chief Financial Officer
Dennis R. Riccio........ 48 Senior Vice President, Global Customer Operations
</TABLE>
Mr. Moshier has served as President and Chief Operating Officer of the
Company since May 1997. From July 1996 to May 1997, Mr. Moshier served as
Executive Vice President and Chief Operating Officer of the Company. From June
1995 to June 1996, Mr. Moshier was on the Advisory Board of the Arizona
Technology Incubator Fund, a non-profit organization assisting start-up
technology companies. Prior to such time, Mr. Moshier was Senior Vice
President of Technology and Operations for Telxon Corporation, a designer and
manufacturer of hand-held wireless computers, from November 1993 to June 1995.
From June 1990 to October 1993, Mr. Moshier was Director of Operations of the
Motorola Computer Group, a wholly-owned subsidiary of Motorola.
Mr. Bonora joined Asyst in 1984 and has been Senior Vice President, Research
and Development of the Company since 1986 and Chief Technical Officer since
January 1996. From 1975 to 1984, he held various management positions at
Celtec Corporation, a manufacturer of products for the semiconductor industry,
including Vice President, Research and Development and General Manager of its
Cybeq equipment division.
Mr. McCutcheon joined the Company in January 1996 as Senior Vice President,
Chief Financial Officer. From January 1991 to November 1995, Mr. McCutcheon
was Vice President, Corporate Finance at Cadence Design Systems, Inc., a
design automation software company. Prior to 1991, Mr. McCutcheon was
President of Toshiba America Medical Credit, a captive financing subsidiary of
Toshiba America.
Mr. Riccio joined the Company in August 1998. From January 1997 to August
1998, Mr. Riccio served as President, USA Operations of Novellus Systems,
Inc., a semiconductor equipment manufacturer. From 1989 to January 1997, Mr.
Riccio held various senior management positions at Applied Materials Inc., a
semiconductor equipment manufacturer.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of June 15, 1999 by: (i) each nominee for
director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the Company
as a group; and (iv) all those known by the Company to be beneficial owners of
more than five percent (5%) of its Common Stock.
<TABLE>
<CAPTION>
Beneficial
Ownership(1)
--------------------
Number of Percent of
Beneficial Owner Shares Total
- ---------------- --------- ----------
<S> <C> <C>
Mihir Parikh(2)........................................... 885,520 6.9%
48761 Kato Rd.
Fremont, CA 94538
J.&W. Seligman & Co., Incorporated........................ 796,800 6.5%
100 Park Avenue
New York, NY 10017
Terry L. Moshier(3)....................................... 138,980 1.1%
Douglas J. McCutcheon(4).................................. 93,964 *
Anthony C. Bonora(5)...................................... 82,099 *
Walter W. Wilson(6)....................................... 28,584 *
Tsuyoshi Kawanishi(7)..................................... 21,584 *
Stanley Grubel(8)......................................... 16,084 *
Ashok Sinha(9)............................................ 16,084 *
William Leckonby.......................................... 1,000 *
All directors and officers as a group (9 persons)(10)..... 1,301,747 9.84%
</TABLE>
- --------
*Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal shareholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission (the "SEC"). Unless otherwise
indicated in the footnotes to this table and subject to community
property laws where applicable, each of the shareholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
12,185,520 shares outstanding on June 15, 1999, adjusted as required by
rules promulgated by the SEC.
(2) Includes 196,900 shares held of record by Mihir & Nancy Parikh Living
Trust, dated April 3, 1986, of which Dr. Parikh is a trustee. Also
includes 46,600 shares held by a custodian for the benefit of Dr.
Parikh's minor children, of which Dr. Parikh disclaims beneficial
ownership. Includes 642,020 shares subject to stock options exercisable
within 60 days of June 15, 1999.
(3) Includes 138,980 shares subject to stock options exercisable within 60
days of June 15, 1999.
(4) Includes 92,435 shares subject to stock options exercisable within 60
days of June 15, 1999.
(5) Includes 66,387 shares subject to stock options exercisable within 60
days of June 15, 1999.
(6) Includes 27,000 shares subject to stock options exercisable within 60
days of June 15, 1999.
(7) Includes 20,000 shares subject to stock options exercisable within 60
days of June 15, 1999.
(8) Includes 14,500 shares subject to stock options exercisable within 60
days of June 15, 1999.
(9) Includes 14,500 shares subject to stock options exercisable within 60
days of June 15, 1999.
(10) Includes an aggregate of 1,034,670 shares held by all directors and
executive officers that are subject to options exercisable within 60 days
of June 15, 1999. See Notes (2) through (9), above.
8
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 1999, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
Compensation of Directors
Stanley Grubel, Tsuyoshi Kawanishi, Ashok Sinha, and Walter W. Wilson each
received a retainer of $10,000 for service on the Board of Directors,
including any committee thereof, and $1,000 for each Board meeting that they
attended for the fiscal year ended March 31, 1999. The members of the Board of
Directors are also eligible for reimbursement for their expenses incurred in
connection with attendance at Board meetings in accordance with Company
policy.
Prior to April 1, 1999 each non-employee director of the Company also
received stock option grants under the 1993 Non-Employee Directors' Stock
Option Plan (the "Directors' Plan"). Only non-employee directors of the
Company or an affiliate of such directors (as defined in the Code) were
eligible to receive options under the Directors' Plan.
During fiscal year ended March 31, 1998, the following directors received
options under the Directors' Plan: Mr. Grubel and Dr. Sinha were each granted
an option to purchase 6,000 shares of Common Stock at an exercise price of
$23.813 per share in January 1999; Mr. Kawanishi was granted an option to
purchase 6,000 shares of Common Stock at an exercise price of $23.063 per
share in February 1999; and Mr. Wilson was granted an option to purchase 6,000
shares of Common Stock at an exercise price of $23.75 per share in January
1999.
Effective April 1, 1999, the Company terminated the Directors' Plan in order
to revise the compensation program for non-employee directors by replacing the
annual grant of options under the Directors' Plan with an annual award of
shares of Common Stock pursuant to the 1993 Stock Option Plan.
Under the new program, the Board intends to annually award non-employee
directors, at the time of their re-election, shares of Common Stock with a
then current value of $30,000. For purposes of calculating the number of
shares of Common Stock into which this dollar amount translates, Common Stock
is valued at its closing price on the Nasdaq National Market on the award
date.
Unless a director elects otherwise, the shares are awarded on a deferred
basis (vesting ratably over 12 months) by credit to a Common Stock account. A
director who elects not to receive the shares of Common Stock on a deferred
basis shall receive 60 percent of the award in shares and the balance of
40 percent in cash.
The new program also establishes a Common Stock ownership objective for non-
employee directors. Each director is expected to accumulate, over the first
three years of Board service beginning on or after April 1, 1999, the number
of shares of Common Stock that is equal to three times the dollar value of the
annual Common Stock award. Once this ownership objective is achieved, the
director is expected to maintain such minimum ownership level.
9
<PAGE>
The intent of the new program is to encourage the acquisition and retention
of Common Stock by directors, evidencing alignment of their interests with the
interests of shareholders. In order to make the transition to the new program
and facilitate achievement of the Common Stock ownership objective, on May 19,
1999 the Company made a one-time award of 1,584 shares of Common Stock to
current non-employee directors, on a deferred basis (vesting ratably over 24
months).
Also, in the future, on appointment or election to the Board, the Company
intends to award each new director, on a deferred basis (vesting ratably over
36 months), shares of Common Stock with a value equal to three times the
annual retainer. The award is in lieu of the grant of 14,000 options at fair
market value, vesting annually over four years, under the Directors' Plan.
10
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal year ended March 31, 1999
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and the Company's next four most highly compensated executive officers
who earned over $100,000 during the fiscal year (the "Named Executive
Officers"), except as disclosed below, no compensation characterized as long-
term compensation, including restricted stock awards issued at a price below
fair market value or long-term incentive plan payouts, was paid by the Company
during the fiscal year ended March 31, 1999 to any of the Named Executive
Officers:
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation Awards
----------------- --------------------
Options
Fiscal (# All other
Name and Principal Position Year Salary Bonus(1) shares) Compensation
- --------------------------- ------ -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Mihir Parikh.................. 1999 $275,393 -- 500,000 $11,458(2)
Chairman of the Board and 1998 $285,038 $395,300 100,000 $13,569(3)
Chief Executive Officer 1997 $249,519 $145,000 100,000 $11,644(4)
Terry L. Moshier.............. 1999 $214,999 -- 150,000 $ 7,522(5)
President and 1998 $212,865 $213,520 50,000 $33,597(6)
Chief Operating Officer 1997 $141,538 $ 90,000 150,000 --
Douglas J. McCutcheon......... 1999 $175,000 -- 75,000 $ 3,009(7)
Senior Vice President and 1998 $174,096 $128,810 30,000 $ 6,091(8)
Chief Financial Officer 1997 $163,096 $ 80,300 10,000 $ 5,381(9)
Anthony C. Bonora............. 1999 $164,999 $ 50,000 125,000 --
Senior Vice President, 1998 $171,207 $157,580 40,000 $ 5,218(9)
Research and Development 1997 $158,827 $80,500 30,000 $ 2,381(9)
and Chief Technical Officer
William R. Leckonby........... 1999 $236,978 -- -- $ 5,382(10)
Former President and Chief
Operating 1998 $208,576 $ 41,000 10,000 $13,599(11)
Officer of Asyst Software,
Inc. 1997 $150,000 $ 64,400 20,000 $ 5,404(12)
</TABLE>
- --------
(1) The Company's officers are eligible for annual cash bonuses under the
terms of the Company's Executive Bonus Plans, adopted each fiscal year.
Payments of bonuses are based upon achievement of specified financial
objectives determined by the Board of Directors at the beginning of each
fiscal year. Financial objectives are based, in part, on the Company's
operating budget and results of operations.
(2) Consists of the following payments made by the Company: (i) $6,231 car
allowance, (ii) $2,877 for premiums of term life and supplemental
disability, (iii) $2,350 in matching contribution to the Company's 401(k)
plan.
(3) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $2,819 for premium for term life and supplemental
disability and (iii) $4,750 in matching contribution to the Company's
401(k) plan.
(4) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $600 for premiums for term life and supplemental
disability insurance, (iii) $5,044 in matching contribution to the
Company's 401(k) plan and (iv) reimbursements for certain incidental
expenses.
(5) Consists of the following payments made by the Company: (i) $6,000 car
allowance and (ii) $1,522 for premiums for term life insurance and
supplemental disability insurance.
(6) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $1,347 for premiums for term life insurance and
supplemental disability life insurance, (iii) reimbursements for certain
incidental expenses, and (iv) $26,250 loan forgiveness pursuant to a loan
agreement between the Company and Mr. Moshier.
11
<PAGE>
(7) Consists of the following payments made by the Company: (i) $1,733 for
term life and supplemental disability and (ii) $1,276 in matching
contribution to the Company's 401(k) plan.
(8) Consists of the following payments made by the Company: (i) $1,249 for
premiums for term life and supplemental disability and (ii) $4,842 in
matching contribution to the Company's 401(k) plan.
(9) Consists of matching contributions to the Company's 401(k) plan.
(10) Consists of the following payments made by the Company: (i) 4,361 car
allowance and (ii) 1,921 for premium for term life and supplemental
disability.
(11) Consists of the following payments made by the Company: (i) $6,000 for
car allowance, (ii) $3,394 for premiums for term life and supplemental
disability and (iii) $4,205 in matching contributions to the Company
401(k) plan.
(12) Consists of the following payments made by the Company: (i) $4,500 for
car allowance and (ii) $540 in matching contributions to the Company's
401(k) plan.
12
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its 1993 Stock
Option Plan (the "1993 Plan"). As of June 15, 1999, options to purchase
3,708,194 shares were outstanding under the 1993 Plan and options to purchase
308,559 shares remained available for grant thereunder.
The following tables show for the fiscal year ended March 31, 1999 certain
information regarding options granted to, exercised by, and held at year end
by the Named Executive Officers:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term(2)
Options Employees in Price Expiration ---------------------
Name Granted Fiscal Year(1) ($/Sh) Date 5% ($) 10% ($)
- ---- ---------- -------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mihir Parikh............ 400,000(3) 20.73% $13.75 10/19/08 $3,458,720 $8,765,400
Mihir Parikh............ 100,000(4) 5.19 6.875 10/19/08 432,310 1,095,640
Terry L. Moshier........ 150,000(5)(8) 7.78 6.875 10/19/08 648,465 1,643,460
Douglas J. McCutcheon... 75,000(6)(8) 3.89 6.875 10/19/08 324,233 821,730
Anthony C. Bonora....... 125,000(7)(8) 6.48 6.875 10/19/08 540,388 1,369,550
William R. Leckonby..... -- -- -- -- -- --
</TABLE>
- --------
(1) Based on an aggregate of 1,930,128 options granted to directors and
employees of the Company in fiscal 1999 including the Named Executive
Officers.
(2) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years). It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated stock price. No gain to the optionee is possible unless the
stock price increases over the option term, which will benefit all
shareholders.
(3) The options were fully vested on the date of grant. The term of the option
is 10 years.
(4) The options vest ratably on a monthly basis over a period of 48 months
beginning on the date of grant. The vesting of the options accelerates
immediately upon a change in control. The term of the option is ten years.
(5) Options covering 100,000 shares become fully vested on October 19, 2003.
The remaining options vest ratably on a monthly basis over a period of 48
months beginning on the date of grant. The term of the options is ten
years.
(6) Options covering 45,000 shares become fully vested on October 19, 2003.
The remaining options vest ratably on a monthly basis over a period of 48
months beginning on the date of grant. The term of the option is ten
years.
(7) Option covering 85,000 shares become fully vested on October 19, 2003. The
remaining options vest ratably on a monthly basis over a period of 48
months beginning on the date of grant. The term of the options is 10
years.
(8) The vesting of the options accelerate by one year upon a change in
control.
13
<PAGE>
The following table shows the number and value of the unexercised options
held by each of the Named Executive Officers at March 31, 1999:
Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($)(1) Unexercisable Unexercisable(2)
- ---- --------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C>
Mihir Parikh............ 0 $ 0 595,888/199,112 $ 346,045/755,253
Terry L. Moshier........ 0 0 109,965/240,035 $360,360/1,251,390
Douglas J. McCutcheon... 0 0 75,978/124,022 $ 48,760/518,465
Anthony C. Bonora....... 7,500 $103,875 50,312/159,888 $ 82,215/880,492
William R. Leckonby..... 30,000 $720,000 -- --
</TABLE>
- --------
(1) Based on the fair market value of the Company's Common Stock on the date
of exercise minus the exercise price of the options.
(2) Based on the fair market value of the Company's Common Stock as of March
31, 1999 ($13.75) minus the exercise price of the options.
14
<PAGE>
LONG-TERM INCENTIVE PLANS
In July 1998, the Company adopted and the shareholders subsequently approved
the Company's Long-Term Incentive Compensation Plan (the "LTIP") to provide
for incentive compensation to certain key executives of the Company based on
performance tied to shareholder value. The essential features of the LTIP are
outlined below:
Administration
The LTIP is administered by the Compensation Committee, which has full power
and authority to determine which key employees of the Company will receive
awards under the LTIP, to interpret and construe the terms of the LTIP and to
make all determinations it deems necessary in the administration of the LTIP.
Eligibility
Participation in the LTIP is limited to key employees of the Company
designated by the Compensation Committee.
Award of Units
The LTIP provides for the award of participation units ("Units") to key
employees as determined by the Compensation Committee. Units may be awarded as
of the first day of any fiscal year of the Company through April 1, 2008.
Generally, Units vest and become exercisable after a term of five years from
the date of their award. A maximum of 500,000 Units may be awarded under the
LTIP, and no more than 150,000 Units may be awarded to any one participant.
Vesting of Units
Each Unit vests after five years from the date of award, except that, if
earlier, a Unit becomes fully vested upon attainment of the Unit's Maximum
Cumulative Unit Value (as defined below) or upon termination of a
participant's employment with the Company (a) by the Company Without Cause
before or after a Change in Control (both as defined in the LTIP), (b) other
than for Cause after attainment of age 50 and completion of 10 years of
employment with the Company or (c) by reason of death or disability.
Value of Units
The value of an outstanding Unit (the "Incremental Unit Value") at any time
depends on the extent of increase in the Company's Earnings Per Share (defined
as the consolidated income of the Company prepared in accordance with
generally accepted accounting principles, as reported in the Company's audited
consolidated financial statements for that Fiscal year, adjusted on an after-
tax basis to (a) exclude (i) in its entirety any item of nonrecurring gain or
loss in excess of $2,000,000, except that gains resulting from the settlement
or adjudication of intellectual property litigation shall be totally
includible and (ii) any accruals for the Plan and (b) add back write-offs
required in connection with any acquisition in the year of acquisition) from
year to year. For purposes of the LTIP, Earnings Per Share for any fiscal year
is the Company's Earnings (as defined in the LTIP) divided by the number of
shares of common stock used to determine the Company's earnings per share for
that year, as reported in the Company's audited consolidated financial
statements for the year; provided, however, that for the fiscal year ending
March 31, 1999, Earnings Per Share will be based on Earnings for the period
July 1, 1998 through March 31, 1999 on an annualized basis.
The Incremental Unit Value for any fiscal year is equal to the product of
(i) the Unit's Measuring Price (as defined below) and (ii) 80 percent of the
percentage by which Earnings Per Share for the year exceeds Base Year EPS
(defined as the Earnings Per Share for the Fiscal Year immediately preceding
the date of an award of Units). The Measuring Price for each Unit awarded is
the closing price of the common stock as reported on the Nasdaq National
Market on the last day of the fiscal year preceding award of the Unit.
A Unit's Incremental Unit Value for each of the five years from the date of
award is cumulated to obtain the Unit cumulative value ("Cumulative Unit
Value"), which is capped at an amount determined by the Compensation Committee
when the unit is awarded (the "Maximum Cumulative Unit Value").
15
<PAGE>
Payment of Units
A Unit that becomes vested shall thereupon be exercised. Upon exercise, a
participant will receive the Unit's Cumulative Unit Value (but not more than
the Maximum Cumulative Unit Value). Except upon a Change in Control, when
payment must be made entirely in cash, not less than 50 percent of the amount
due will be paid in cash, and the balance will be paid in cash or in shares of
common stock or both, as determined by the Compensation Committee in its
discretion.
Amount Payable Upon Change in Control
In respect of a Unit that becomes vested by reason of a Change in Control,
the amount payable is as follows: (a) if the Change in Control occurs before
the third anniversary of the Unit's award, the amount is the greater of the
Unit's (i) Cumulative Unit Value or (ii) 75 percent of its Maximum Cumulative
Unit Value; (b) if the Change in Control occurs on or after the third
anniversary of such award, the amount is the greater of the Unit's
(i) Cumulative Unit Value or (ii) Maximum Cumulative Unit Value.
Termination of Units
A Unit expires upon the earlier of (a) its exercise or (b) termination of
the participant's employment with the Company; provided, however, that upon
termination (i) by the Company Without Cause, (ii) other than for Cause after
attainment of age 50 and completion of 10 years of employment with the
Company, (iii) by reason of death or disability or (iv) for any other reason
specifically approved in advance by the Compensation Committee, the term of
the Unit is extended for a period of 14 months from the date of termination.
The following table provides certain information with respect to awards
during the past fiscal year to the Named Executed Officers under the LTIP:
Long-Term Incentive Plan--Awards in Last Fiscal Year
<TABLE>
<CAPTION>
Estimated Future
Payments under
Performance Long-Term Incentive
Period Compensation Plan
Number of Until -------------------
Units Maturation 5 Year
Name Awarded or Payout Maximum
- ---- --------- ----------- -------------------
<S> <C> <C> <C>
Mihir Parikh.......................... -- -- --
Terry L. Moshier...................... 25,000 5 Years $1,000,000
Douglas J. McCutcheon................. 15,000 5 Years $ 600,000
Anthony C. Bonora..................... 25,000 5 Years $1,000,000
William R. Leckonby................... -- -- --
</TABLE>
- --------
(1) No amounts are shown in the tables as "target" or "threshold" future
payments because no such payment levels are set or contemplated under the
LTIP.
16
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION(1)
The Compensation Committee is responsible for establishing the Company's
compensation programs including salaries, bonuses (if any) and stock ownership
programs for all employees, including the Chief Executive Officer and the
other executive officers. The Compensation Committee evaluates performance and
determines compensation policies and levels.
Compensation Philosophy
The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract,
retain and reward executive officers and other key employees who contribute to
the long-term success of the Company and to motivate them to enhance long-term
shareholder value. Key elements of this philosophy are:
. The Company pays competitively with leading companies with which it
competes for talent. The Company regularly compares its pay practices
with high-growth Silicon Valley companies in the semiconductor capital
equipment industry and selected companies appearing in compensation
surveys published by the American Electronics Association, and sets its
pay parameters based on this review. When using comparative data, the
Company attempts to set its compensation levels in a range which is
competitive with management compensation at the companies examined.
. The Company maintains annual incentive opportunities sufficient to
provide motivation to achieve specific operating goals and to generate
rewards that bring total compensation to competitive levels.
. The Company provides equity-based incentives for executives and other key
employees to ensure that they are motivated over the long-term to respond
to the Company's business challenges and opportunities as owners and not
just as employees.
Base Salary. The Compensation Committee annually reviews each executive
officer's base salary. When reviewing base salaries, the Compensation
Committee makes a subjective assessment of, in order of importance, individual
and corporate performance, levels of responsibility, prior experience, breadth
of knowledge and competitive pay practices. The weight of these factors in the
case of a particular individual's compensation may vary.
Annual Incentive. The Company's Executive Bonus Plan (the "Bonus Plan")
adopted each year, is a variable pay program pursuant to which officers and
other senior managers of the Company may earn additional annual compensation.
The actual incentive award earned depends on the extent to which the Company's
articulated objectives are achieved. At the start of each year, the
Compensation Committee reviews and approves the annual performance objectives
for the Company and establishes an individual bonus pool for each executive
officer. For fiscal 1999, the goal was based on a targeted level of operating
earnings per share and individual performance objectives. The Company paid an
aggregate of $50,000 in bonuses to Anthony C. Bonora during fiscal 1999.
Individual awards are determined by evaluating the Company's performance
against the goal and allocating a pro rata portion of the individual award
pool based on the Company's performance against objectives during the year.
Long-Term Incentives. The Company's long-term incentive program currently
consists of: (i) the 1993 Stock Option Plan; (ii) the 1993 Employee Stock
Purchase Plan (the "Purchase Plan"); (iii) the Long-Term Incentive
Compensation Plan (the "LTIP"); and (iv) the new non-employee director
compensation program as described on page 9 of this proxy statement. The
option program utilizes vesting periods (generally four years) to encourage
key employees to continue in the employ of the Company and provide equity
incentives to build
- --------
(1) The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC, and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, whether
made before or after the date of this proxy statement and irrespective of
any general incorporation language contained in such filing.
17
<PAGE>
long-term shareholder value. The size of option grants is determined based on
competitive practices at leading option grants is determined based on
competitive practices at leading companies in the industry and the Company's
philosophy of significantly linking executive compensation with shareholder
interests. The Compensation Committee attempts to set equity compensation
levels in the mid-range of comparable companies. In making awards, the
Compensation Committee considers the number, value and vesting of an officer's
outstanding options. During fiscal 1999, the Compensation Committee awarded to
certain executive officers options that fully vest five years from the date of
grant. The Compensation Committee awarded these options, which contain vesting
schedules that differ from the Company's standard vesting schedule, in order
to promote the long-term retention of the executive officers. The purpose of
the Purchase Plan is to provide a means by which key employees of the Company
(and any parent or subsidiary of the Company designated by the Board of
Directors to participate in the Purchase Plan) may be given an opportunity to
purchase Common Stock of the Company through payroll deductions. Compensation
payable under the LTIP is based on long-term corporate performance and is tied
to an increase in shareholder value. The Board adopted the LTIP in order to
provide incentive compensation for key executives responsible for the success
of the Company and to attract talented new executives. The Company awarded
80,000 units under the LTIP to the executive officers during fiscal 1999.
Corporate Performance and Chief Executive Officer Compensation
The Compensation Committee set Dr. Parikh's base annual salary for fiscal
year 1999 at approximately $275,186. This amount was intended to provide an
annual cash compensation level in the range of salaries of comparable
companies. In setting this amount, the Compensation Committee took into
account (i) the scope of Dr. Parikh's responsibility and (ii) the Compensation
Committee's confidence in Dr. Parikh to lead the Company's continued
development.
Dr. Parikh also received stock option grants covering 500,000 shares in
fiscal year 1999 to maintain his equity incentive position consistent with the
objectives set forth above. Options covering 400,000 shares were fully vested
on the date of grant. The remaining options vest ratably on a monthly basis
over a period of 48 months and have vesting schedules that accelerate
immediately upon a change in control.
In order to ensure the retention of Dr. Parikh as Chief Executive Officer of
the Company, on April 1, 1999, the Company entered into an employment
agreement with Dr. Parikh. The essential provisions of such agreement are
listed on page 21 of this proxy statement. The agreement sets Dr. Parikh's
initial base salary at a minimum of $325,000 annually. The Compensation
Committee shall review his base salary for increase no less often than
annually. In addition, during the employment term, Dr. Parikh is eligible to
receive annual bonuses and to participate in the Company's stock award/option
grant plans. Also, he is eligible to participate in any benefit plans
maintained by the Company for its employees.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of no more than $1 million of
compensation paid to the Named Executive Officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code.
The Compensation Committee believes that at the present time it is quite
unlikely that the compensation paid to any Named Executive Officer in a
taxable year which is subject to the deduction limit will exceed $1 million.
Nevertheless, the Compensation Committee has determined that options granted
under the Plan with an exercise price at least equal to the fair market value
of the Company's common stock on the date of grant shall be treated as
performance based compensation. The Compensation Committee intends to continue
to evaluate the effects of the statute and to comply with Code Section 162(m)
in the future to the extent consistent with the best interests of the Company.
18
<PAGE>
Conclusion
Through the programs described above, a significant portion of the Company's
compensation program for its senior executive officers is contingent on
Company performance, and realization of benefits is closely linked to
increases in long-term shareholder value. The Company remains committed to
this philosophy of pay for performance, recognizing that the competitive
market for talented executives and the volatility of the Company's business
may result in highly variable compensation for a particular time period.
Stanley Grubel
Ashok K. Sinha
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Company serves as a member of
the board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
19
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows the total shareholder return of an investment of
$100 in cash on April 1, 1994 for (i) the Company's Common Stock, (ii) the
Nasdaq Market Index ("Nasdaq Market Index"), as calculated by Media General,
and (iii) the Media General Industry Group 355 Index--Special Industry
Machinery, except Metalworks, a published index ("SIC Code Index"). All values
assume reinvestment of the full amount of all dividends and are calculated as
of March 31 of each year:
[PERFORMANCE MEASUREMENT COMPARISON GRAPH APPEARS HERE]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Asyst Technologies Inc. 100 306.25 189.58 162.50 387.50 229.17
SIC Code Index 100 134.44 141.10 169.54 223.62 244.40
Nasdaq Market Index 100 106.09 142.70 169.64 241.26 315.28
- --------
(1) The material in this performance graph is not "soliciting material," is not
deemed "filed" with the SEC, and is not to be incorporated by reference in
any filing of the Company under the 1994 Act or the 1934 Act whether made
before or after the date of this proxy statement and irrespective of any
general incorporation language in any such filing.
20
<PAGE>
CERTAIN TRANSACTIONS
In August 1997, the Company loaned $200,000 (the "Moshier Loan") to Terry
Moshier, President and Chief Operating Officer of the Company, in order to
assist Mr. Moshier with the purchase of a new residence as part of his
relocation to California. The Moshier Loan has an interest rate of 4% per
annum while Mr. Moshier is an employee of the Company and 6.39% per annum if
Mr. Moshier's employment with the Company terminates for any reason. The
Moshier Loan is secured by a second deed of trust on Mr. Moshier's California
residence. The Moshier Loan terminates and shall be immediately due and
payable upon the earlier of (i) September 1, 2002, (ii) 90 days after the
termination of Mr. Moshier's employment for any reason, (iii) a default on the
repayment of any principal or interest on the Moshier Loan, (iv) a default on
the first mortgage on the property, (v) the sale or transfer of the property
or (vi) the insolvency of Mr. Moshier. As of June 15, 1999, $223,626 of
principal and interest was outstanding under the Moshier Loan.
In addition, in August 1997 the Company loaned Mr. Moshier $180,000 (the
"Second Moshier Loan") in order to facilitate his relocation to California.
The Second Moshier Loan has an interest rate of 6.39% and is secured by a
pledge of all of the shares of Company Common Stock that Mr. Moshier owns or
that he may subsequently acquire. The Second Moshier Loan shall be forgiven
equally over a 48 month period; provided, however, that if Mr. Moshier's
employment is terminated without cause or by his death, the Second Moshier
Loan shall be forgiven in full. The Second Moshier Loan shall terminate and be
immediately due and payable upon the earlier of (i) 90 days after Mr.
Moshier's voluntary termination, (ii) Mr. Moshier's insolvency or
(iii) Mr. Moshier's termination for cause. As of June 15, 1999, $100,895 of
principal and interest was outstanding under the Second Moshier Loan.
On September 30, 1997, the Company entered into an asset purchase agreement
with Palo Alto Technologies, Inc. ("PAT") pursuant to which the Company sold
to PAT certain intellectual property rights and office equipment which were
owned or licensed by Asyst Automation, Inc. (a discontinued operation) in
consideration for quarterly "Earn-Out Payments" up to an aggregate of $2.0
million. The "Earn-Out Payments" are equal to 4.0 percent of PAT gross
revenue. The Company may convert the right to receive such "Earn-Out Payments"
into shares of PAT securities at the closing of certain issuances of
securities by PAT. In addition, PAT granted the Company the non-exclusive,
worldwide right to distribute and sell any of PAT's products on PAT's most
favorable distributor terms and conditions; except PAT may grant exclusive
distribution rights to particular markets so long as such rights are first
offered to the Company and the Company does not accept the offer. Such
distribution rights shall terminate on the earlier of (i) the fifth
anniversary of such agreement or (ii) if the Company begins selling its own
products which are directly competitive with PAT's products. The Chairman and
Chief Executive Officer of the Company is the Chairman and principal
shareholder of PAT. The parties have agreed that the Chairman and Chief
Executive Officer of the Company and one other officer of the Company may be
advisors or directors of PAT while employed full time by the Company.
On November 9, 1998, the Company entered into a severance agreement (the
"Severance Agreement") with William R. Leckonby, the former President and
Chief Operating Officer of Asyst Software, Inc. Under the terms of the
Severance Agreement, Mr. Leckonby resigned his position with the Company on
October 16, 1998 and will provide consulting services to the Company until
July 16, 2000. From October 16, 1998 through June 30, 1999, Mr. Leckonby
received payment in the amount equal to his then current base salary. From
June 30, 1999 through July 16, 2000, the Company will pay Mr. Leckonby
consulting fees in the amount of $250 per hour. In addition, the vesting of
Mr. Leckonby's options to purchase Common Stock of the Company was accelerated
by 12 months. Mr. Leckonby is also entitled to an amount not to exceed $10,000
for outplacement assistance and to reimbursement for reasonable expenses
incurred while performing consulting services.
On April 1, 1999, the Company entered into an employment agreement with
Mihir Parikh (the "Employment Agreement") that provided for the following:
. Term. The term of employment commenced on April 1, 1999 and extends for
three years, renewing daily, so that, absent notice by either party to
the other of an intent not to continue the term, the term shall always be
three years.
21
<PAGE>
. Compensation and Benefits. The Employment Agreement sets Dr. Parikh's
initial base salary at a minimum of $325,000 annually. The Compensation
Committee shall review his base salary for increase no less often than
annually. In addition, during the employment term, Dr. Parikh is eligible
to receive annual bonuses and to participate in the Company's stock
award/option grant plans. Also, he is eligible to participate in any
benefit plans maintained by the Company for its employees.
. Termination of Employment. If the Company terminates Dr. Parikh's
employment without Cause or if he terminates his employment for Good
Reason, either before or within six months following a Change in Control
(all as defined in the Employment Agreement), he will be entitled to
receive a lump-sum cash payment equal to the present value of (a) three
times his then annual base salary and (b) three times an annual average
bonus amount, determined under a formula spelled out in the Employment
Agreement. He will also be entitled to all benefits that were payable to
him at the time of termination and to continued participation, for 18
months thereafter, in the health and life insurance plans of the Company
in which he was then a participant.
. Reduction in Payments. If any payment to be made to Dr. Parikh under the
Employment Agreement would constitute an "excess parachute payment" under
the Internal Revenue Code, it will be reduced to a level such that no
portions of the amount payable to him will lose its tax-deductibility to
the Company; provided, however, that any such reduction shall be made
only if and to the extent that it will result in his receipt of payments
that are greater than the net amount that he would receive (after
application of the applicable excise tax) if no reduction were made.
. Confidentiality and Nonsolicitation. Under the Employment Agreement, Dr.
Parikh may not disclose at any time confidential information about the
Company that he acquires during his employment. In addition, during the
term of employment and for one year thereafter (unless, his employment
terminates without Cause or for Good Reason), he may not solicit
employees or customers away from the Company.
In November 1998, the Company loaned $350,000 (the "Riccio Loan") to Dennis
Riccio, Senior Vice President, Global Customer Operations of the Company, in
order to assist Mr. Riccio with the purchase of a new residence as part of his
relocation to California. The Riccio Loan has an interest rate of 4.47% per
annum. The Riccio Loan is secured by a deed of trust on certain real property
owned by Mr. Riccio in Texas. The Riccio Loan terminates and shall be
immediately due and payable upon the earlier of (i) May 31, 2000, (ii) 30 days
after the termination of Mr. Riccio's employment for cause or after Mr.
Riccio's resignation, or (iii) the insolvency of Mr. Riccio. As of June 15,
1999, the entire principal and interest thereon was outstanding under the
Riccio Loan.
In addition, in February 1999, the Company loaned Mr. Riccio $450,000 (the
"Second Riccio Loan") in order to facilitate his relocation to California. The
Second Riccio Loan has an interest rate of 4.64% and is secured by a second
deed of trust on Mr. Riccio's California residence. The Second Riccio Loan
terminates and shall be immediately due and payable upon the earlier of (i)
January 31, 2004, (ii) 30 days after the termination of Mr. Riccio's
employment for cause or after Mr. Riccio's resignation, or (iii) the
insolvency of Mr. Riccio. As of June 15, 1999, the entire principal and
interest thereon was outstanding under the Second Riccio Loan.
The Company intends to loan $75,000 (the "Third Moshier Loan") to Terry
Moshier in order to assist Mr. Moshier with the payment of income taxes. The
Third Moshier Loan will have an interest rate of 4.98% per annum while Mr.
Moshier is an employee of the Company. The Third Moshier Loan will be secured
by a pledge of all of the shares of Company Common Stock that Mr. Moshier owns
or that he may subsequently acquire. The Third Moshier Loan will terminate and
be immediately due and payable upon the earlier of (i) five years following
the date of the Third Moshier Loan, (ii) 90 days after the termination of Mr.
Moshier's employment for any reason, or (iii) the insolvency of Mr. Moshier.
22
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ James C. Kitch
James C. Kitch
Secretary
July 29, 1999
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended March 31, 1999 is available
without charge upon written request to: Douglas J. McCutcheon, Asyst
Technologies, Inc., 48761 Kato Road, Fremont, CA 94538.
23
<PAGE>
1226-PS-98
<PAGE>
ASYST TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 2, 1999
The undersigned hereby appoints Mihir Parikh and Douglas J. McCutcheon, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Asyst Technologies, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders of Asyst Technologies, Inc. to be held at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054 on Thursday, September 2,
1999 at 4:00 p.m. (local time), and at any and all postponements, continuations
and adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
Unless a contrary direction is indicated, this Proxy will be voted for all
nominees listed in Proposal 1 and for Proposals 2 and 3, as more specifically
described in the Proxy Statement. If specific instructions are indicated, this
Proxy will be voted in accordance therewith.
Management recommends a vote for the nominees for director listed below.
Proposal 1: To elect directors to hold office until the next Annual Meeting
of Shareholders and until their successors are elected.
[_] For all nominees listed below [_] Withhold Authority
(except as marked to the contrary to vote for all nominees
below). listed below.
Nominees: Mihir Parikh, Stanley Grubel, Tsuyoshi Kawanishi, Ashok K. Sinha,
Walter W. Wilson
To withhold authority to vote for any nominee(s), write such nominee(s)' name(s)
below:
_______________________________________________________________________________
_______________________________________________________________________________
(Continued on other side)
1.
<PAGE>
(Continued from other side)
Management recommends a vote for Proposals 2 and 3.
Proposal 2: To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized number of
shares of Common Stock from 20,000,000 to 50,000,000 shares.
[_] For [_] Against [_] Abstain
Proposal 3: To ratify selection of Arthur Andersen LLP as independent
auditors of the Company for its fiscal year ending March 31,
2000.
[_] For [_] Against [_] Abstain
DATED _________________ __________________________________________
__________________________________________
SIGNATURE(S)
Please sign exactly as your name appears hereon.
If the stock is registered in the names of two or
more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-
in-fact should add their titles. If signer is a
corporation, please give full corporate name and
have a duly authorized officer sign, stating
title. If signer is a partnership, please sign in
partnership name by authorized person.
Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.
2.
