<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:
[_Confidential,]for Use of the
[X]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)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)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
ASYST TECHNOLOGIES, INC.
48761 Kato Road
Fremont, CA 94538
----------------
Notice of Annual Meeting of Shareholders
to be held on September 1, 2000
----------------
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 1, 2000 at 4:00 p.m. local time at the Company's offices,
48761 Kato Road, Fremont, California 94538 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 50,000,000 to 300,000,000 shares.
3. To ratify the selection of Arthur Andersen LLP as independent
auditors of the Company for its fiscal year ending March 31, 2000.
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 5, 2000, 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 31, 2000
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 1, 2000
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 1, 2000, 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 Company's offices, 48761
Kato Road, Fremont, California 94538. The Company intends to mail this proxy
statement and accompanying proxy card on or about August 2, 2000, 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
card 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 5,
2000 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on July 5, 2000 the Company had outstanding and entitled to
vote 32,202,081 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.
Voting Via The Internet Or By Telephone
Shareholders may grant a proxy to vote their shares by means of the
telephone or on the Internet.
1
<PAGE>
The telephone and Internet voting procedures below are designed to
authenticate shareholders' identities, to allow shareholders to grant a proxy
to vote their shares and to confirm that shareholders' instructions have been
recorded properly. Shareholders granting a proxy to vote via the Internet
should understand that there may be costs associated with electronic access,
such as usage charges from Internet access providers and telephone companies,
that must be borne by the shareholder.
For Shares Registered In Your Name
Shareholders of record may go to www.eproxyvote.com/asyt to grant a proxy to
vote their shares by means of the Internet. They will be required to provide
the company number and control number contained on their proxy cards. The voter
will then be asked to complete an electronic proxy card. The votes represented
by such proxy will be generated on the computer screen and the voter will be
prompted to submit or revise them as desired. Any shareholder using a touch-
tone telephone may also grant a proxy to vote shares by calling 1-877-PRX-VOTE
(1-877-779-8683) and following the recorded instructions.
For Shares Registered In The Name Of A Broker Or Bank
Most beneficial owners whose stock is held in street name receive
instruction for granting proxies from their banks, brokers or other agents,
rather than the Company's proxy card.
A number of brokers and banks are participating in a program provided
through ADP Investor Communication Services that offers the means to grant
proxies to vote shares by means of the telephone and Internet. If your shares
are held in an account with a broker or bank participating in the ADP Investor
Communications Services program, you may grant a proxy to vote those shares
telephonically by calling 1-800-454-8683, or via the Internet at ADP Investor
Communication Services' web site at www.proxyvote.com.
General Information For All Shares Voted Via The Internet Or By Telephone
Votes submitted via the Internet or by telephone must be received by 11:59
p.m., Eastern Daylight Time on August 31, 2000. Submitting your proxy via the
Internet or by telephone will not affect your right to vote in person should
you decide to attend the Annual Meeting.
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 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 2001 Annual
Meeting of Shareholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is April 4, 2001.
2
<PAGE>
PROPOSAL 1
Election Of Directors
There are seven nominees for the seven 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, five 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 seven 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 RECOMMENDSA 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
---- --- ------------------------------------------------------
<C> <C> <S>
Mihir Parikh 52 Chairman of the Board of Directors and Chief Executive
Officer of the Company
P. Jackson Bell 58 Venture Advisor
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.
Robert A. McNamara 46 President of the Manufacturing and Life Sciences
Strategic Business Unit of the Fluor Daniels division
of Fluor Corporation
Walter W. Wilson 55 Senior Vice President, Business Integration and
Information Technology of Solectron 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. In 1999, SEMI honored Dr. Parikh for his pioneering and
outstanding contribution to semiconductor manufacturing technology.
Mr. Bell has served as a director of the Company since July 2000. He has
served as a venture advisor to emerging growth companies since August 1998.
From November 1996 to August 1998, Mr. Bell served as Executive Vice President,
Chief Financial Officer and Chief Administrative Officer of Adobe Systems
Incorporated, a software company. Prior to such time, Mr. Bell served as
Executive Vice president and Chief Financial Officer of Conner Peripherals,
Inc., a disk drive manufacturer, from September 1993 to March 1996.
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 September 1994. Between January 1990 and September 1994, he served
in various management positions for International Business Machines Corporation
most recently as Director of Procurement and Capital Planning for the
Microelectronics Division. Since May 1999, he has served on the Board of
Directors of Central Hudson Gas & Electric Corporation.
3
<PAGE>
Mr. Kawanishi has served as a director of the Company since February 1996.
He has served as Senior Adviser of Toshiba Corporation, 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 World Wide Semiconductor Manufacturing Ltd. (Taiwan). He is
also president of Japan's Society for Electronics Packaging and Chairman of the
Board of Singapore's Institute for Microelectronics.
Mr. McNamara has served as director of the Company since October 1999. He
has served as President of the Manufacturing and Life Sciences Strategic
Business Unit of the Fluor Daniel division of Fluor Corporation, a consulting,
engineering, construction, maintenance and diversified services company since
June 1999. From October 1996 to June 1999, Mr. McNamara served as a Vice
President of Fluor Daniel. Prior to such time Mr. McNamara served as a partner
of Marshall Contractors, a semiconductor facility design company, from 1982
until Marshall was acquired by Fluor Corporation in October 1996.
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.
Mr. Wilson has served as a director of the Company since January 1995. Mr.
Wilson serves as Senior Vice President, Business Integration and Information
Technology of Solectron Corporation, a provider of manufacturing services to
the electronics industry. Since joining Solectron in 1989, Mr. Wilson has held
numerous management position including President of Solectron California,
President of Solectron North America and President of Solectron Americas.
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, 2000 the Board of Directors held four
meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent auditors quarterly
to review the quarterly results and the results of the annual audit and discuss
the financial statements. The Audit Committee 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.
During the fiscal year 2000, the Audit Committee was composed of Mr. McNamara
and Mr. Wilson. It met four times during such fiscal year. Mr. Bell joined the
Audit Committee in June 2001.
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. It met five times during such fiscal year.
During the fiscal year ended March 31, 2000 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 Number Of 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 50,000,000 shares to 300,000,000 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 32,202,381 shares of common stock outstanding at July 5,
2000, at June 15, 2000 shares of Common Stock have been reserved and are
available for issuance as follows: (A) 6,012,439 shares upon exercise of
options granted under the Company's option plans, and (B) 306,852 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 (A) provisions in the Company's Articles to abolish
cumulative voting, and (B) provisions in the Articles and Bylaws requiring 66-
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, without further shareholder approval,
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.
5
<PAGE>
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.
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, 2001 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,
2000, are as follows:
MANAGEMENT
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Mihir Parikh 53 Chairman of the Board and Chief Executive
Officer
Anthony C. Bonora 57 Senior Vice President, Research and Development
and
Chief Technical Officer
Patrick V. Boudreau 59 Senior Vice President, Human Resource
Development
Douglas J. McCutcheon 51 Senior Vice President, Chief Financial Officer
James C. Mitchener, Ph.D. 43 Senior Vice President, Global Marketing
Operations
Dennis R. Riccio 49 Senior Vice President, Global Customer
Operations
</TABLE>
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 Siltec
Corporation, a manufacturer of products for the semiconductor industry,
including Vice President, Research and Development and General Manager of its
Cybeq equipment division. In 1999, SEMI honored Mr. Bonora for his pioneering
work and outstanding contribution to semiconductor manufacturing technology.
Mr. Boudreau joined Asyst in May 2000 as Senior Vice President, Human
Resource Development. From September 1996 to June 2000, Mr. Boudreau served as
Senior Vice President of Human Resources for Cirrus Logic, Inc., a designer and
manufacturer of integrated circuits. From September 1994 to September 1996,
Mr. Boudreau served as Vice President of Human Resources for Fujitsu, a
provider of technology solutions.
Dr. Mitchener joined the Company in April 2000 as Senior Vice President,
Global Marketing Operations. From June 1999 to April 2000, Dr. Mitchener served
as Senior Vice President, Marketing and Technology Development at Torrex
Equipment Corporation, a semiconductor capital equipment manufacturer. From
September 1998 to June 1999, Dr. Mitchener served as Vice President of
Marketing for KLA-Tencor Corporation, a semiconductor capital equipment
manufacturer. From 1993 to September 1998, Dr. Mitchener held various senior
management positions at Novellus Systems, Inc., a semiconductor capital
equipment manufacturer, including, most recently, General Manager of the
Dielectric Business Group. Dr. Mitchener received his Ph.D. in chemistry from
Massachusetts Institute of Technology.
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, 2000 by: (A) each nominee for
director; (B) each of the executive officers named in the Summary Compensation
Table; (C) all executive officers and directors of the Company as a group; and
(D) 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
Beneficial Owner Shares of Total
---------------- --------- --------
<S> <C> <C>
Mihir Parikh(2)............................................. 1,686,981 4.9%
Anthony C. Bonora(3)........................................ 90,175 *
Terry L. Moshier............................................ 0 *
Douglas J. McCutcheon(4).................................... 218,382 *
Dennis R. Riccio(5)......................................... 97,170 *
Thomas Waechter............................................. 0 *
P. Jackson Bell............................................. 0 *
Stanley Grubel(6)........................................... 41,582 *
Tsuyoshi Kawanishi(7)....................................... 55,582 *
Robert A. McNamara(8)....................................... 2,829 *
Ashok K. Sinha(9)........................................... 41,582 *
Walter W. Wilson(10)........................................ 67,582 *
All directors and officers as a group (12 persons)(11)...... 2,301,865 6.8%
</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 32,160,428 shares
outstanding on June 15, 2000, adjusted as required by rules promulgated by
the SEC.
(2) Includes 342,000 shares held of record by Mihir & Nancy Parikh Living
Trust, dated April 3, 1986, of which Dr. Parikh is a trustee. Also
includes 63,200 shares held by a custodian for the benefit of Dr. Parikh's
minor children, of which Dr. Parikh disclaims beneficial ownership.
Includes 1,281,781 shares subject to stock options exercisable within 60
days of June 15, 2000.
(3) Includes 64,155 shares subject to stock options exercisable within 60 days
of June 15, 2000.
(4) Includes 149,523 shares subject to stock options exercisable within 60
days of June 15, 2000.
(5) Includes 97,170 shares subject to stock options exercisable within 60 days
of June 15, 2000.
(6) Includes 39,000 shares subject to stock options exercisable within 60 days
of June 15, 2000. Includes 1,042 shares subject to vesting as of June 15,
2000.
(7) Includes 53,000 shares subject to stock options exercisable within 60 days
of June 15, 2000. Includes 1,042 shares subject to vesting as of June 15,
2000.
(8) Does not include 30,004 shares held by ADP Marshall, a subsidiary of the
Fluor-Daniel division of the Fluor Corporation. Mr. McNamara is President
of the Manufacturing and Life Sciences Strategic Business Unit of Fluor
Daniel and disclaims beneficial ownership of these shares. Includes 2,169
shares subject to a right of vesting as of June 15, 2000.
(9) Includes 39,000 shares subject to stock options exercisable within 60 days
of June 15, 2000. Includes 1,042 shares subject to vesting as of June 15,
2000.
8
<PAGE>
(10) Includes 65,000 shares subject to stock options exercisable within 60 days
of June 15, 2000. Includes 1,042 shares subject to vesting as of June 15,
2000.
(11) Includes an aggregate of 1,788,629 shares held by all directors and
executive officers that are subject to options exercisable within 60 days
of June 15, 2000. Includes 6,337 shares subject to vesting as of June 15,
2000.
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, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
9
<PAGE>
EXECUTIVE COMPENSATION
Compensation of Directors
For the fiscal year ended March 31, 2000, each non-employee director
received a $10,000 annual cash retainer for service on the Board of Directors,
including any committee thereof, plus an award of 998 shares, made on September
2, 1999, of Asyst Common Stock with a value of $30,000 on the date of award.
Each director also received $1,000 for each Board meeting that he attended. 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.
Unless a director elected otherwise, the shares were awarded on a deferred
basis, vesting monthly over 12 months, by credit to a Common Stock account. A
director who elected not to receive the shares of Common Stock on a deferred
basis received 60 percent of the award in shares and the balance of 40 percent
in cash.
For the fiscal year ended March 31, 2000, the Company instituted a Common
Stock ownership objective for non-employee directors. In order to make the
transition to the new program, on May 19, 1999, the Company made a one-time
award of 1,584 shares of Common Stock to the non-employee directors on a
deferred basis, vesting monthly over 24 months. The Company encourages the
acquisition and retention of Common Stock by directors, evidencing alignment of
their interests with the interests of shareholders.
The Company makes a sign-on award, on a deferred basis, to each new non-
employee director of shares of Common Stock with a value equal to $120,000. The
award vests monthly over 36 months. On October 20, 1999, the date of his
appointment to the Board of Directors, Robert A, McNamara received a sign-on
award of 3,772 shares of Common Stock on a deferred basis, plus 825 shares as a
prorated annual retainer.
Commencing with the fiscal year ending March 31, 2001, the Company will
annually grant each non-employee director an option to purchase 7,500 shares of
Common Stock on April 1 of each year, except that for the fiscal year ending
March 31, 2001 the options were granted on June 16, 2000. The exercise price of
the options will be the closing price on the Nasdaq National Market on the date
of the grant and the options will vest monthly over the fiscal year.
10
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal year ended March 31, 2000
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and the Company's next three most highly compensated executive officers
who earned over $100,000 during the fiscal year and two former executive
officers (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,
2000 to any of the Named Executive Officers:
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation Awards
----------------- --------------------
Name and Principal Fiscal All Other
Position Year Salary Bonus(1) Options LTIP Units Compensation
------------------ ------ -------- -------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mihir Parikh............ 2000 $287,990 $460,000 20,000 -- $11,640(2)
Chairman of the Board
and 1999 275,393 -- 1,000,000 -- 11,458(2)
Chief Executive Officer 1998 285,038 395,300 200,000 -- 13,569(2)
Terry L. Moshier........ 2000 145,215 180,000 110,000 -- 8,800(3)
Former President and 1999 214,999 -- 300,000 25,000 7,522(3)
Chief Operating Officer 1998 212,865 213,520 100,000 -- 33,597(4)
Douglas J. McCutcheon... 2000 200,173 190,000 92,000 -- 5,000(3)
Senior Vice President
and 1999 175,000 -- 150,000 15,000 3,009(5)
Chief Financial Officer 1998 174,096 128,810 60,000 -- 6,091(5)
Anthony C. Bonora....... 2000 197,365 297,707 92,000 -- 5,042(5)
Senior Vice President, 1999 164,999 50,000 250,000 25,000 --
Research and
Development 1998 171,207 157,580 80,000 -- 5,218(6)
and Chief Technical
Officer
Dennis R. Riccio........ 2000 206,067 244,573(7) 88,000 -- 8,352(3)
Senior Vice President, 1999 118,269 50,000 250,000 -- 4,305(2)
Global Customer
Operations 1998 -- -- -- -- --
Thomas Waechter......... 2000 52,885 50,000 300,000 -- 1,970(3)
Former Senior Vice
President, 1999 -- -- -- -- --
Global Business
Operations 1998 -- -- -- -- --
</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 a car allowance, premiums for term life and supplemental
disability insurance and matching contributions to the Company's 401(k)
plan.
(3) Consists of a car allowance and premiums for term life and supplemental
disability insurance.
(5) Consists of premiums for term life and supplemental disability insurance
and matching contributions to the Company's 401(k) plan.
(6) Consists of matching contributions to the Company's 401(k) plan.
(7) Includes $240,000 in sales commissions.
11
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its 1993 Stock
Option Plan. The following tables show for the fiscal year ended March 31, 2000
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
Percentage of Annual Rates of Stock
Number of Total Total Options Price Appreciation for
Securities Granted to Option Term(2)
Underlying Employees in Exercise Expiration ----------------------
Name Options Granted Fiscal Year(1) Price Date 5% 10%
---- --------------- -------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mihir Parikh............ 20,000 0.8% $ 9.4688 5/18/2009 $ 119,098 $ 301,817
Terry L. Moshier........ 110,000 4.2 $ 9.4688 5/18/2009 655,037 1,659,991
Douglas J. McCutcheon... 92,000 3.5 $ 9.4688 5/18/2009 547,848 1,388,356
Anthony C. Bonora....... 92,000 3.5 $ 9.4688 5/18/2009 547,848 1,388,356
Dennis R. Riccio........ 88,000 3.3 $ 9.4688 5/18/2009 524,029 1,327,993
Thomas Waechter......... 300,000 11.4 $34.3750 1/02/2010 6,372,976 16,614,765
</TABLE>
--------
(1) Based on an aggregate of 2,641,797 options granted to directors and
employees of the Company in fiscal 2000 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.
The following table shows the number and value of the unexercised options
held by each of the Named Executive Officers at March 31, 2000:
Aggregated Option Exercises In Last Fiscal Year, and FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options/SARs at the-Money Options/SARs
on Value Fiscal Year-End at Fiscal Year-End
Name Exercise Realized(1) Vested/Unvested Vested/Unvested(2)
---- -------- ----------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Mihir Parikh............ 100,000 $ 3,104,713 1,281,781/ 228,219 $65,800,044 / $5,112,409
Terry L. Moshier........ 455,824 18,301,377 0/0 0 / 0
Douglas J. McCutcheon... 122,189 4,426,174 122,104 / 247,707 6,331,108 / 13,021,198
Anthony C. Bonora....... 138,290 4,202,628 38,249 / 335,861 1,894,807 / 17,901,136
Dennis R. Riccio........ 20,000 763,438 86,395 / 231,605 4,574,932 / 12,016,064
Thomas Waechter......... -- -- 0/300,000 0 / 7,125,000
</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, 2000 ($58.50) minus the exercise price of the options.
12
<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 2000, the goal was based on a targeted level of operating
earnings per share and individual performance objectives. The Company paid an
aggregate of $939,000 in bonuses to four executives during fiscal 2000.
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: (A) the 1993 Stock Option Plan; (B) the 1993 Employee Stock
Purchase Plan (the "Purchase Plan") and (C) the Long-Term
--------
/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.
13
<PAGE>
Incentive Compensation Plan. The option program utilizes vesting periods,
generally four years, to encourage key employees to continue in the employ of
the Company and provide equity to underline long-term shareholder value. The
size of 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
sets equity compensation levels within the range of comparable companies. In
making awards, the Compensation Committee considers the number, value and
vesting of an officer's outstanding options. During fiscal 2000, the
Compensation Committee awarded to certain executive officers options that vest
five years after the date of grant to promote the long-term retention of these
individuals. The purpose of the Purchase Plan is to provide a means by which
key employees of the Company and any employee of any parent or subsidiary of
the Company designated by the Board of Directors to participate in the Purchase
Plan may purchase Common Stock 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, and the shareholders
approved, the LTIP in order to provide incentive compensation for key
executives responsible for the success of the Company and to attract talented
new executives.
Corporate Performance And Chief Executive Officer Compensation
The Compensation Committee set Dr. Parikh's base annual salary for fiscal
year 2000 at approximately $289,880. 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
(A) the scope of Dr. Parikh's responsibility and (B) the Compensation
Committee's confidence in Dr. Parikh to lead the Company's continued
development. The Compensation Committee awarded Dr. Parikh a bonus of $460,000
based on achievement of his pre-set performance objectives under the Bonus
Plan.
Dr. Parikh also received stock option grants covering 20,000 shares in
fiscal year 2000 to maintain his equity incentive position consistent with the
objectives set forth above. The option vests ratably on a monthly basis over a
period of 48 months and has a vesting schedule that accelerates immediately
upon a change in control.
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 effective April 1, 1998. The essential provisions of such
agreement are listed on page 16 of this proxy statement.
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 1993 Stock Option 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.
14
<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.
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows the total shareholder return of an investment of
$100 in cash on April 1, 1995 for (A) the Company's Common Stock, (B) the
Nasdaq Market Index ("Nasdaq Market Index"), as calculated by Media General,
and (C) 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]
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Asyst Technologies Inc.................. 100 61.90 53.06 126.53 74.83 636.73
SIC Code Index.......................... 100 104.96 126.11 166.33 181.80 510.53
Nasdaq Market Index..................... 100 134.51 150.48 227.41 297.18 547.25
--- ------ ------ ------ ------
</TABLE>
--------
(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.
15
<PAGE>
CERTAIN TRANSACTIONS
In December 1999, Terry Moshier and the Company agreed to a termination of
Mr. Moshier's employment with the Company effective March 31, 2000. Pursuant to
the separation, Mr. Moshier received an additional six months base salary and
vesting of his options was accelerated through December 31, 2000. In August
1997, the Company had loaned $200,000 to Mr. Moshier to assist Mr. Moshier with
the purchase of a new residence as part of his relocation to California. Mr.
Moshier repaid this loan in April 2000. In addition, in August 1997 the Company
had loaned Mr. Moshier an additional $180,000 to facilitate his relocation to
California. A portion of this loan was forgiven during Mr. Moshier's employment
and was forgiven in full upon his separation from the Company.
In September 1997, the Company entered into an asset purchase agreement with
PAT pursuant to which the Company sold to PAT 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. In addition, PAT granted the Company the non-
exclusive, worldwide rights to distribute and sell any PAT's products on PAT's
most favorable distributor terms and conditions; provided that PAT could grant
exclusive distribution rights to particular markets so long as such rights were
first offered to Asyst and the Company did not accept the offer. The Company
agreed that Mihir Parikh, Asyst's Chairman of the Board and Chief Executive
Officer, and Anthony Bonora, Asyst's Senior Vice President, Research and
Development and Chief Technology Officer, could serve as the Chairman of PAT
and a advisor to PAT, respectively, provided they continue to meet their
obligations as full time employees of Asyst. In August 1999, the Company
acquired all of the equity of PAT in a stock purchase transaction for
approximately $3.7 million and the repayment of $0.8 million of debt earn-out
payments to certain PAT security holders based on future transport automation
product revenue in excess of certain defined threshold amounts. Dr. Parikh
received approximately $0.7 million. In addition Dr. Parikh received
approximately $0.8 million for the repayment of a loan he had made to PAT. Mr.
Bonora received approximately $0.2 million in proceeds from the sale of his
shares of PAT for which he had paid approximately $0.1 million. Neither Dr.
Parikh no Mr. Bonora participated in the consideration or negotiation of this
transaction by Asyst, nor are they eligible to participate in any earn-out
payments to the former PAT shareholders.
In April 1999, the Company entered into an employment agreement with Dr.
Parikh. The term of employment commenced on April 1, 1998, and extends for
three years, renewing daily, so that, absent notice by either party of an
intent not to continue the term, the term shall always be three years. The
employment agreement set Dr. Parikh's initial base salary at a minimum of
$325,000 annually. Pursuant to the agreement, the Company's Compensation
Committee is obligated to 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 incentive
plans. Also, he is eligible to participate in any benefit plans maintained by
Asyst for the Company's employees. 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 he will be
entitled to receive a lump-sum cash payment equal to the present value of the
sum of (1) three times his then annual base salary and (2) three times an
annual average bonus amount, determined under a formula set forth in the
employment agreement. Dr. Parikh 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 Asyst in
which he was then a participant. 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 Asyst's employees or customers away from Asyst.
In March 2000, the Company entered into an employment agreement with James
C. Mitchener, Asyst's Senior Vice President of Global Marketing Operations. The
agreement set Dr. Mitchener's initial base salary at $225,000 and he is
eligible to participate in the management bonus plan. Pursuant to the
agreement, Dr. Mitchener received an option to purchase 125,000 shares of Asyst
Common Stock, 1/8 of which vests on the six month anniversary with the
remainder vesting monthly over the next 42 months. Dr. Mitchener also received
an option to purchase 150,000 shares of Asyst Common Stock which vest on the
earlier of the sixth
16
<PAGE>
anniversary from the date of grant or upon the achievement of mutually agreed
performance objectives. Dr. Mitchener received a signing bonus of $60,000 which
is to be repaid if Dr. Mitchener leaves within the first two years of
employment. If Asyst terminates Dr. Mitchener, within the first two years of
his employment, Asyst will pay Dr. Mitchener one year of base salary unless he
is terminated for cause or poor performance. After such time, if Asyst
terminates Dr. Mitchener, Asyst will pay him six months of base salary unless
he is terminated for cause or poor performance.
In March 2000, the Company entered into an employment agreement with Patrick
V. Boudreau, Asyst's Senior Vice President of Human Resource Development. The
agreement set Mr. Boudreau's initial base salary at $225,000 and he is eligible
to participate in the management bonus plan. Pursuant to the agreement,
Mr. Boudreau received an option to purchase 125,000 shares of Asyst Common
Stock. Mr. Boudreau also received an option to purchase 25,000 shares of Asyst
Common Stock, 1/8 of which vests on the six month anniversary of his hire date
with the remainder vesting monthly over the next 42 months, 1/8 of which vests
on the eighteen month anniversary of his hire date with the remainder vesting
monthly over the next 42 months. Mr. Boudreau will also receive an option to
purchase 25,000 shares of Asyst Common Stock on his first anniversary with an
exercise price equal to the then current fair market value of Asyst Common
Stock, 1/8 of which vests on the eighteen month anniversary of his hire date
with the remainder vesting monthly over the next 42 months. Mr. Boudreau
received a signing bonus of $65,000 which is to be repaid if Mr. Boudreau
leaves within the first two years of employment. If Asyst terminates Mr.
Boudreau, within the first two years of his employment, Asyst will pay Mr.
Boudreau one year of base salary unless he is terminated for cause or poor
performance. After such time, if Asyst terminates Mr. Boudreau, Asyst will pay
him six months of base salary unless he is terminated for cause or poor
performance.
In November 1998, the Company loaned $350,000 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 loan has an interest rate of 4.47% per annum and is secured by
a deed of trust on certain real property owned by Mr. Riccio in Texas. The
Company extended the term of the loan in March 2000 so that the loan terminates
and shall be immediately due and payable upon the earlier of (A) May 31, 2002,
(B) 30 days after the termination of Mr. Riccio's employment for cause or after
Mr. Riccio's resignation, or (C) the insolvency of Mr. Riccio. As of June 15,
2000, the entire principal and interest thereon was outstanding under the loan.
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, 2000
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, 2000 is available without
charge upon written request to: Douglas J. McCutcheon, Asyst Technologies,
Inc., 48761 Kato Road, Fremont, CA 94538.
17
<PAGE>
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
ASYST TECHNOLOGIES, INC.
a California corporation
The undersigned, Douglas J. McCutcheon and James C. Kitch hereby certify
that:
1. They are the duly elected and acting Senior Vice President, Chief
Financial Officer and Secretary, respectively of Asyst Technologies, Inc.,
a California corporation.
2. Article III(A) of the Amended and Restated Articles of Incorporation
(the "Articles of Incorporation") of this corporation is amended to read as
follows:
"Classes of Stock. This corporation is authorized to issue two
classes of stock designated, respectively, Common Stock ("Common") and
Preferred Stock ("Preferred"). The total number of shares that this
corporation is authorized to issue is 304,000,000 shares, without par
value, of which 300,000,000 shares shall be Common and 4,000,000 shares
shall be Preferred."
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the board of directors.
4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with
sections 902 and 903 of the California Corporations Code. The total number
of outstanding shares of the corporation was 32,202,081 shares of Common
Stock. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%
of the Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: September , 2000
_____________________________________
Douglas J. McCutcheon
Senior Vice President, Chief
Financial Officer
_____________________________________
James C. Kitch
Secretary
<PAGE>
ASYST TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 1, 2000
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 offices of
Asyst Technologies, Inc., 48761 Kato Road, Fremont, CA 94538 on Thursday,
September 1, 2000 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.
VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps: Follow these four easy steps:
1.Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website:
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/asyt.com
3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card
above your name. above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/asyt
anytime!
Do not return your proxy card if you are voting by Telephone or Internet.
<PAGE>
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 [_] WITHHOLD AUTHORITY to
listed below (except vote for all nominees
as marked to the listed below.
contrary below).
Nominees: Mihir Parikh, P. Jackson Bell, Stanley Grubel, Tsuyoshi Kawanishi,
Robert A. McNamara, Ashok K. Sinha and Walter W. Wilson
To withhold authority to vote for any nominee(s), write such nominee(s)' name(s)
below:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.
Proposal 2: To approve an amendment to the Company's Restated Articles of
Incorporation to increase the authorized number of shares of Common
Stock from 50,000,000 to 300,000,000 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, 2001.
[_] 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.
