<PAGE>
As filed with the Securities and Exchange Commission on February 2, 1999
Registration No. 333-
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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>
<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>
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1993 STOCK OPTION PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
Mihir Parikh
Chairman of the Board and Chief Executive Officer
Asyst Technologies, Inc.
48761 Kato Road
Fremont, CA 94538
(510) 661-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------
Copy to:
James C. Kitch, Esq.
Cooley Godward 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 be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Offering Price Per Share (1) Aggregate Offering Price (1) Fee
<S> <C> <C> <C> <C>
Stock Options and Common 2,000,000 $9.9212 - $26.4375 $27,885,819.15 $7,752.26
Stock (no par value)
====================================================================================================================================
</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 the unissued stock options are based upon the
average of the high and low prices of Registrant's Common Stock as reported
on the Nasdaq National Market System on January 27, 1999. The offering
price per share and aggregate offering price for the outstanding stock
options are based upon the exercise prices of such options. Certain shares
under the Employee Stock Purchase Plan are unissued but the offering price
per share for such shares has been determined pursuant to such plan and the
offering price per share and the aggregate offering price for such shares
reflect such determination. The following chart illustrates the
calculation of the registration fee:
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to outstanding stock options 1,466,334 $ 9.9212 $14,547,792.88
pursuant to 1993 Employee Stock Option Plan
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock options 333,666 $26.4375 $ 8,821,294.87
pursuant to 1993 Employee Stock Option Plan
- -----------------------------------------------------------------------------------------------------------------------------
Priced shares issuable pursuant to the Employee Stock 50,792 $11.2625 $ 572,044.90
Purchase Plan
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 1993 Employee Stock 149,208 $26.4375 $ 3,944,686.50
Purchase Plan
=============================================================================================================================
</TABLE>
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-70100,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-1438,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-31417 and
REGISTRATION STATEMENT ON FORM S-8 NO. 333-45799
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 October 7, 1996, Registration Statement Form S-8 No. 333-31417
filed with the Securities and Exchange of Commission on July 16, 1997, and
Registration Statement Form S-8 No. 333-45799 filed with the Securities and
Exchange Commission on February 6, 1998 and are incorporated by reference
herein.
EXHIBITS
Exhibit
Number
- ------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1
to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* Registrant's 1993 Stock Option Plan, as amended
99.2* Registrant's 1993 Employee Stock Purchase Plan, as amended
* Filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (No. 33-66184), as filed with the Securities and Exchange
Commission July 19, 1993, as amended and incorporated by reference
herein.
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, County of Alameda, State of California, on
February 1, 1999.
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.
3.
<PAGE>
<TABLE>
<CAPTION>
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> <C> <C>
/s/ Mihir Parikh Chairman of the Board and Chief February 1, 1999
- ------------------------------------------------- Executive Officer
Mihir Parikh (Principal Executive Officer)
/s/ Douglas McCutcheon Senior Vice President and Chief Financial February 1, 1999
- ------------------------------------------------- Officer
Douglas McCutcheon (Principal Financial and Accounting
Officer)
/s/ Walter W. Wilson Director February 1, 1999
- -------------------------------------------------
Walter W. Wilson
/s/ Tsuyoshi Kawanishi Director February 1, 1999
- -------------------------------------------------
Tsuyoshi Kawanishi
Director February __, 1999
- -------------------------------------------------
Ashok Sinha
/s/ Stanley Grubel Director February 1, 1999
- -------------------------------------------------
Stanley Grubel
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Sequential Page Number
<C> <S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* Registrant's 1993 Stock Option Plan, as amended
99.2* Registrant's 1993 Employee Stock Purchase Plan, as amended
</TABLE>
* Filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (No. 33-66184), as filed with the Securities and Exchange
Commission July 19, 1993, as amended and incorporated by reference
herein.
5.
<PAGE>
EXHIBIT 5.1
February 1, 1999
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 2,000,000 shares of the
Company's common stock, no par value (the "Common Stock"), pursuant to its 1993
Employee Stock Option Plan (the "Option Plan") and its 1993 Employee Stock
Purchase Plan (the "Purchase 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 shares of Common Stock, when sold and issued in accordance with the
Option Plan, the Purchase Plan, the Registration Statement and related
Prospectus, will be validly issued, fully paid, and nonassessable (except as to
shares issued pursuant to certain deferred payment arrangements, which will be
fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward llp
By: /s/ James C. Kitch
-------------------------
James C. Kitch
<PAGE>
EXHIBIT 23.1
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 13, 1998
included in Asyst Technologies, Inc.'s Form 10-K for the year ended March 31,
1998.
/s/ Arthur Andersen LLP
San Jose, California
January 29, 1999
