Item 7.01 Regulation FD Disclosure
As previously reported on Form 8-K filed with the SEC on April 24, 2009, Asyst Technologies, Inc.
filed for protection under Chapter 11 of the United States Bankruptcy Code on April 20, 2009 (Case
Number 09-43246-RJN), in the United States Bankruptcy Court for the Northern District of California
(Oakland).
As of September 1, 2009, Asyst Technologies, Inc. concluded the sale transactions of all U.S.
assets related to Fab Automation, Connectivity Software, and AMHS that were previously disclosed in
a press release dated July 31, 2009. Asyst Technologies, Inc. has ceased all commercial business
operations effective September 1, 2009.
On October 20, 2009, Asyst filed with the Court a Monthly Operating Report for the month ending
September 30, 2009. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated
herein by reference.
The Monthly Operating Report may be available electronically, along with other documents filed with
the Court and other information concerning the bankruptcy proceeding, on the internet website of
Asysts claims agent at http://www.asystreorg.com. In accordance with General Instruction
B.2 of Form 8-K, the information, and exhibits referred to, in this Item 7.01 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the liabilities of that section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933 except as may be expressly set forth by specific
reference in such a filing.
Cautionary Statement Regarding Financial and Operating Data
Asyst cautions investors and potential investors not to place undue reliance upon the information
contained in the Monthly Operating Report, which was not prepared for the purpose of providing the
basis for an investment decision relating to any securities of the Asyst. The Monthly Operating
Report is limited in scope, covers a limited time period, and has been prepared solely for the
purpose of complying with the monthly reporting requirements of the Court.
The Monthly Operating Report was not audited or reviewed by independent accountants, was not
prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a
format prescribed by applicable bankruptcy laws, and is subject to future adjustment and
reconciliation. The Monthly Operating Report presents condensed financial information of Asyst. As
previously reported, Asysts Japanese subsidiaries, Asyst Technologies Japan Holdings Company, Inc.
and Asyst Technologies Japan, Inc., entered into related voluntary proceedings under Japans
Corporate Reorganization Law (Kaisha Kosei Ho) on April 20, 2009. As a result of these proceedings
in Japan, Asyst does not have the necessary ability to obtain current financial information from
the Japanese subsidiaries and believes the current value of its equity in these subsidiaries is
zero.
There can be no assurance that, from the perspective of an investor or potential investor in
Asysts securities, the Monthly Operating Report is complete. The Monthly Operating Report also
contains information for periods which are shorter or otherwise different from those required in
Asysts previous periodic reports filed with the SEC, and such information might not be indicative
of Asysts financial condition or operating results for the period that would be reflected in
Asysts financial statements that would otherwise be filed in periodic reports under the Securities
Exchange Act of 1934. Results set forth in the Monthly Operating Report should not be viewed as
indicative of future results.
This Form 8-K including its exhibit(s) will not be deemed an admission as to the materiality of any
information required to be disclosed solely by Regulation FD.
Cautionary Statement Regarding Forward-Looking Statements
Except for statements of historical fact, the statements in this Form 8-K and its exhibit(s) are
forward-looking. Forward-looking statements include information concerning our Chapter 11 filing
and similar proceedings in Japan, and prospects for reorganizing, liquidating, fulfilling our
contractual obligations, and other goals in connection with the proceedings. All forward-looking
statements are subject to a number of risks and uncertainties that could cause actual results to
differ materially from the statements made. The risks and uncertainties related to the
reorganization proceedings in Japan and Chapter 11 filing in the United States include risks that
these proceedings could have a material negative impact on our financial condition and cash
management capability leading to the immediate liquidation of Asysts assets; Asysts common stock
may have no future value and may be cancelled in connection with the bankruptcy proceeding; Asysts
common stock has been delisted from the NASDAQ Stock Market; during the bankruptcy proceedings, we
do not expect to be able to file annual and quarterly reports with the SEC containing financial
statements or other information required under the Securities Exchange Act of 1934; we do not
currently expect that Asyst will reorganize and continue as a publicly traded company after
completion of the bankruptcy proceedings.
Other risks that may adversely affect our business, financial condition and prospects for
restructuring include those more fully detailed in Asysts Annual Report on Forms 10-K and 10-K/A
for the year ended March 31, 2008, and other reports subsequently filed with the Securities and
Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Monthly Operating Report for the month ending September 30, 2009, filed with the
United States Bankruptcy Court for the Northern District of California (Oakland).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ASYST TECHNOLOGIES, INC. |
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| Date: October 23, 2009 | By: | /s/ Aaron Tachibana | ||
| Aaron Tachibana | ||||
| Senior Vice President, Chief Financial Officer |
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EXHIBIT INDEX
Exhibit 99.1
|
Monthly Operating Report for the month ending September 30, 2009, filed with the United States Bankruptcy Court for the Northern District of California (Oakland). |
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