<PAGE>
As filed with the Securities and Exchange Commission on September 18, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Asyst Technologies, Inc.
(Exact name of registrant as specified in its charter)
California 48761 Kato Road 94-2944251
Fremont, CA 94538
(510) 661-5000
(State of Incorporation) (Address of principal (I.R.S. Employer
executive offices) Identification No.)
_______________
1993 STOCK OPTION PLAN
(Full title of the plan)
Douglas J. McCutcheon
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)
_______________
Copies to:
James C. Kitch, Esq.
COOLEY GODWARD LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 978,438 shares $22.9375 - 24.3125 $22,238,771 $5,871
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on September 12, 2000 as reported
on the Nasdaq National Market. 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 651,799 $22.9375 $14,950,639
pursuant to 1993 Employee Stock Option Plan
--------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock options 326,639 $22.3125 $7,288,132
pursuant to 1993 Employee Stock Option Plan
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</TABLE>
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<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,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-45799,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-71641
REGISTRATION STATEMENT ON FORM S-8 NO. 333-94619
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
Commission on February 7, 1996, Registration Statement Form S-8 No. 333-31417
filed with the Securities and Exchange Commission on July 16, 1997, Registration
Statement Form S-8 No. 333-45799 filed with the Securities and Exchange
Commission on February 6, 1998, Registration Statement Form S-8 No. 333-71641
filed with the Securities and Exchange Commission on February 2, 1999, and
Registration Statement Form S-8 No. 333-94619 filed with the Securities and
Exchange Commission on January 13, 2000 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 Power of Attorney is contained on the signature pages.
<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, State of California on August 31, 2000.
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 or any one 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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Mihir Parikh Chairman of the Board and Chief August 31, 2000
--------------------------------------------
MIHIR PARIKH Executive Officer (Principal
Executive Officer)
/s/ Douglas Mccutcheon Senior Vice President and Chief August 31, 2000
--------------------------------------------
DOUGLAS MCCUTCHEON Financial Officer (Principal
Financial Officer and Accounting
Officer)
/s/ P. Jackson Bell Director August 31, 2000
--------------------------------------------
P. JACKSON BELL
/s/ Stanley Grubel Director September 6, 2000
--------------------------------------------
STANLEY GRUBEL
/s/ Tsuyoshi Kawanishi Director September 2, 2000
--------------------------------------------
TSUYOSHI KAWANISHI
/s/ Ashok K. Sinha Director August 31, 2000
--------------------------------------------
ASHOK K. SINHA
/s/ Robert A. Mcnamara Director August 31, 2000
--------------------------------------------
ROBERT A. MCNAMARA
/s/ Walter W. Wilson Director August 1, 2000
--------------------------------------------
WALTER W. WILSON
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential Page
Number Description Numbers
<S> <C> <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 to this
Registraion Statement
24 Power of Attorney is contained on the signature pages.
</TABLE>
