content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D. C.  20549
  
                                      FORM 8-K
  
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
  
          Date of Report (Date of earliest event reported):  June 25, 1998
  
  
  
                              ASYST TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
  
                                     CALIFORNIA
                   (State or other jurisdiction of incorporation)
  
  
  
         0-22114                                            94-2944251
  (Commission File No.)                          (IRS Employer Identification No.)
  
  
  
                                  48761 KATO ROAD
                             FREMONT, CALIFORNIA  94538
               (Address of principal executive offices and zip code)
  
  
  
         Registrant's telephone number, including area code: (510) 661-5000
  
  
  
                    -------------------------------------------
  <PAGE>
   
  Item 5.  Other Events.
           ------------ 
  
            On June 22, 1998 the Board of Directors of Asyst Technologies, Inc.
  (the "Company") approved the adoption of a Share Purchase Rights Plan (the
  "Plan").  Terms of the Plan provide for a dividend distribution of one preferred
  share purchase right (a "Right") for each outstanding share of common stock,
  without par value per share (the "Common Shares"), of the Company.  The dividend
  is payable on July 10, 1998 (the "Record Date") to the shareholders of record on
  that date.  Each Right entitles the registered holder to purchase from the
  Company one one-hundredth of a share of Series A Junior Participating Preferred
  Stock, without par value per share (the "Preferred Shares"), at a price of $140
  per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
  adjustment.  Each one one-hundredth of a share of Preferred Shares has
  designations and powers, preferences and rights, and the qualifications,
  limitations and restrictions which make its value approximately equal to the
  value of a Common Share.  The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement"), dated as of June 25, 1998
  entered into between the Company and BankBoston, N.A., as rights agent (the
  "Rights Agent").
  
            Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates (as defined in the Rights Agreement) will be distributed.  Until
  the earlier to occur of (i) the date of a public announcement that a person,
  entity or group of affiliated or associated persons have acquired beneficial
  ownership of 15% or more of the outstanding Common Shares (an "Acquiring
  Person") or (ii) 10 business days (or such later date as may be determined by
  action of the Board of Directors prior to such time as any person or entity
  becomes an Acquiring Person) following the commencement of, or announcement of
  an intention to commence, a tender offer or exchange offer the consummation of
  which would result in any person or entity becoming an Acquiring Person (the
  earlier of such dates being called the "Distribution Date"), the Rights will be
  evidenced, with respect to any of the Common Share certificates outstanding as
  of the Record Date, by such Common Share certificate with or without a copy of
  the Summary of Rights, which is included in the Rights Agreement as Exhibit C
  thereof (the "Summary of Rights").
  
            Until the Distribution Date, the Rights will be transferable with and
  only with the Common Shares.  Until the Distribution Date (or earlier redemption
  or expiration of the Rights), new Common Share certificates issued after the
  Record Date, upon transfer or new issuance of Common Shares, will contain a
  notation incorporating the Rights Agreement by reference.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), the
  surrender or transfer of any certificates for Common Shares outstanding as of
  the Record Date, even without such notation or a copy of the Summary of Rights
  being attached thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such certificate.  As soon as
  practicable following the Distribution Date, separate certificates evidencing
  the Rights ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution Date and such
  separate Right Certificates alone will evidence the Rights.
  
                                         1
  <PAGE>
   
            The Rights are not exercisable until the Distribution Date.  The
  Rights will expire on July 10, 2008 (the "Final Expiration Date"), unless the
  Rights are earlier redeemed or exchanged by the Company, in each case, as
  described below.
  
            The Purchase Price payable, and the number of Preferred Shares or
  other securities or other property, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).  The exercise of Rights
  for Preferred Shares is at all times subject to the availability of a sufficient
  number of authorized but unissued Preferred Shares.
  
            The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
            Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the value
  of one Common Share.  The Preferred Shares would rank junior to any other series
  of the Company's preferred stock.
  
            In the event that any person or group of affiliated or associated
  persons becomes an Acquiring Person, proper provision shall be made so that each
  holder of a Right, other than Rights beneficially owned by the Acquiring Person
  and its associates and affiliates (which will thereafter be void), will for a
  60-day period have the right to receive upon exercise that number of Common
  Shares having a market value of two times the exercise price of the Right (or,
  if such number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, cash, debt, stock or a combination thereof in exchange for the
  Rights).  This right will terminate 60 days after the date on which the Rights
  become nonredeemable (as described below), unless 
  
                                         2
  <PAGE>
   
  there is an injunction or similar obstacle to exercise of the Rights, in which
  event this right will terminate 60 days after the date on which the Rights again
  become exercisable.
  
            Generally, under the Plan, an "Acquiring Person" shall not be deemed
  to include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company, or (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan.  In addition, except under limited circumstances, no person or entity
  shall become an Acquiring Person as the result of the acquisition of Common
  Shares by the Company which, by reducing the number of shares outstanding,
  increases the proportionate number of shares beneficially owned by such person
  or entity to 15% or more of the Common Shares then outstanding.  Further, except
  under certain circumstances, no person shall become an Acquiring Person due to
  the acquisition of Common Shares directly from the Company.
  
            In the event that the Company is acquired in a merger or other
  business combination transaction or 50% or more of its consolidated assets or
  earning power are sold to an Acquiring Person, its associates or affiliates or
  certain other persons in which such persons have an interest, proper provision
  will be made so that each holder of a Right will thereafter have the right to
  receive, upon the exercise thereof at the then current exercise price of the
  Right, that number of shares of common stock of the acquiring company which at
  the time of such transaction will have a market value of two times the exercise
  price of the Right.
  
            At any time after an Acquiring Person becomes an Acquiring Person and
  prior to the acquisition by such Acquiring Person of 50% or more of the
  outstanding Common Shares, the Board of Directors of the Company may exchange
  the Rights (other than Rights owned by such person or group which have become
  void), in whole or in part, at an exchange ratio of one Common Share, or one
  one-hundredth of a Preferred Share, per Right (or, at the election of the
  Company, the Company may issue cash, debt, stock or a combination thereof in
  exchange for the Rights), subject to adjustment.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of the Company, be evidenced by depositary receipts), and in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Preferred Shares on the last trading day prior to the date of exercise.
  
            At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
                                         3
  <PAGE>
   
            The terms of the Rights may be amended by the Board of Directors of
  the Company without the consent of the holders of the Rights, except that from
  and after such time as the rights are distributed no such amendment may
  adversely affect the interest of the holders of the Rights excluding the
  interests of an Acquiring Person.
  
            Until a Right is exercised, the holder thereof, as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $.01 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
  
  Item 7.  Exhibits.
           -------- 
  
            99.1  Press Release, dated as of June 25, 1998.
  
            99.2  Rights Agreement dated as of June 25, 1998 among Asyst
            Technologies, Inc. and BankBoston, N.A.
  
                                         4
  <PAGE>
   
                                     SIGNATURE
  
            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.
  
  
  Dated:  June 29, 1998                   By:   /s/ Douglas J. McCutcheon
                                              --------------------------------
                                                Douglas J. McCutcheon
  
                                          Title:  Senior Vice President
                                                  and Chief Financial Officer
   
  
                                         5
  <PAGE>
   
                                 INDEX TO EXHIBITS
                                 -----------------
  
  
  
            99.1  Press Release, dated as of June 25, 1998.
  
            99.2  Rights Agreement dated as of June 25, 1998 among Asyst
            Technologies, Inc. and BankBoston, N.A.
  
                                         6
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D. C.  20549
  
                                      FORM 8-K
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported):  June 25, 1998
  
                              ASYST TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
                                     CALIFORNIA
                   (State or other jurisdiction of incorporation)
  
         0-22114                                            94-2944251
  (Commission File No.)                          (IRS Employer Identification No.)
  
                                  48761 KATO ROAD
                             FREMONT, CALIFORNIA  94538
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (510) 661-5000
  
                    -------------------------------------------
  Item 5.  Other Events.
           ------------ 
  
            On June 22, 1998 the Board of Directors of Asyst Technologies, Inc.
  (the "Company") approved the adoption of a Share Purchase Rights Plan (the
  "Plan").  Terms of the Plan provide for a dividend distribution of one preferred
  share purchase right (a "Right") for each outstanding share of common stock,
  without par value per share (the "Common Shares"), of the Company.  The dividend
  is payable on July 10, 1998 (the "Record Date") to the shareholders of record on
  that date.  Each Right entitles the registered holder to purchase from the
  Company one one-hundredth of a share of Series A Junior Participating Preferred
  Stock, without par value per share (the "Preferred Shares"), at a price of $140
  per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
  adjustment.  Each one one-hundredth of a share of Preferred Shares has
  designations and powers, preferences and rights, and the qualifications,
  limitations and restrictions which make its value approximately equal to the
  value of a Common Share.  The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement"), dated as of June 25, 1998
  entered into between the Company and BankBoston, N.A., as rights agent (the
  "Rights Agent").
  
            Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates (as defined in the Rights Agreement) will be distributed.  Until
  the earlier to occur of (i) the date of a public announcement that a person,
  entity or group of affiliated or associated persons have acquired beneficial
  ownership of 15% or more of the outstanding Common Shares (an "Acquiring
  Person") or (ii) 10 business days (or such later date as may be determined by
  action of the Board of Directors prior to such time as any person or entity
  becomes an Acquiring Person) following the commencement of, or announcement of
  an intention to commence, a tender offer or exchange offer the consummation of
  which would result in any person or entity becoming an Acquiring Person (the
  earlier of such dates being called the "Distribution Date"), the Rights will be
  evidenced, with respect to any of the Common Share certificates outstanding as
  of the Record Date, by such Common Share certificate with or without a copy of
  the Summary of Rights, which is included in the Rights Agreement as Exhibit C
  thereof (the "Summary of Rights").
  
            Until the Distribution Date, the Rights will be transferable with and
  only with the Common Shares.  Until the Distribution Date (or earlier redemption
  or expiration of the Rights), new Common Share certificates issued after the
  Record Date, upon transfer or new issuance of Common Shares, will contain a
  notation incorporating the Rights Agreement by reference.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), the
  surrender or transfer of any certificates for Common Shares outstanding as of
  the Record Date, even without such notation or a copy of the Summary of Rights
  being attached thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such certificate.  As soon as
  practicable following the Distribution Date, separate certificates evidencing
  the Rights ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution Date and such
  separate Right Certificates alone will evidence the Rights.
  
                                         1
  The Rights are not exercisable until the Distribution Date.  The
  Rights will expire on July 10, 2008 (the "Final Expiration Date"), unless the
  Rights are earlier redeemed or exchanged by the Company, in each case, as
  described below.
  
            The Purchase Price payable, and the number of Preferred Shares or
  other securities or other property, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).  The exercise of Rights
  for Preferred Shares is at all times subject to the availability of a sufficient
  number of authorized but unissued Preferred Shares.
  
            The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
            Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the value
  of one Common Share.  The Preferred Shares would rank junior to any other series
  of the Company's preferred stock.
  
            In the event that any person or group of affiliated or associated
  persons becomes an Acquiring Person, proper provision shall be made so that each
  holder of a Right, other than Rights beneficially owned by the Acquiring Person
  and its associates and affiliates (which will thereafter be void), will for a
  60-day period have the right to receive upon exercise that number of Common
  Shares having a market value of two times the exercise price of the Right (or,
  if such number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, cash, debt, stock or a combination thereof in exchange for the
  Rights).  This right will terminate 60 days after the date on which the Rights
  become nonredeemable (as described below), unless 
  
                                         2
  there is an injunction or similar obstacle to exercise of the Rights, in which
  event this right will terminate 60 days after the date on which the Rights again
  become exercisable.
  
            Generally, under the Plan, an "Acquiring Person" shall not be deemed
  to include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company, or (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan.  In addition, except under limited circumstances, no person or entity
  shall become an Acquiring Person as the result of the acquisition of Common
  Shares by the Company which, by reducing the number of shares outstanding,
  increases the proportionate number of shares beneficially owned by such person
  or entity to 15% or more of the Common Shares then outstanding.  Further, except
  under certain circumstances, no person shall become an Acquiring Person due to
  the acquisition of Common Shares directly from the Company.
  
            In the event that the Company is acquired in a merger or other
  business combination transaction or 50% or more of its consolidated assets or
  earning power are sold to an Acquiring Person, its associates or affiliates or
  certain other persons in which such persons have an interest, proper provision
  will be made so that each holder of a Right will thereafter have the right to
  receive, upon the exercise thereof at the then current exercise price of the
  Right, that number of shares of common stock of the acquiring company which at
  the time of such transaction will have a market value of two times the exercise
  price of the Right.
  
            At any time after an Acquiring Person becomes an Acquiring Person and
  prior to the acquisition by such Acquiring Person of 50% or more of the
  outstanding Common Shares, the Board of Directors of the Company may exchange
  the Rights (other than Rights owned by such person or group which have become
  void), in whole or in part, at an exchange ratio of one Common Share, or one
  one-hundredth of a Preferred Share, per Right (or, at the election of the
  Company, the Company may issue cash, debt, stock or a combination thereof in
  exchange for the Rights), subject to adjustment.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of the Company, be evidenced by depositary receipts), and in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Preferred Shares on the last trading day prior to the date of exercise.
  
            At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
                                         3
  The terms of the Rights may be amended by the Board of Directors of
  the Company without the consent of the holders of the Rights, except that from
  and after such time as the rights are distributed no such amendment may
  adversely affect the interest of the holders of the Rights excluding the
  interests of an Acquiring Person.
  
            Until a Right is exercised, the holder thereof, as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $.01 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
  Item 7.  Exhibits.
           -------- 
  
            99.1  Press Release, dated as of June 25, 1998.
  
            99.2  Rights Agreement dated as of June 25, 1998 among Asyst
            Technologies, Inc. and BankBoston, N.A.
  
                                         4
  SIGNATURE
  
            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.
  
  Dated:  June 29, 1998                   By:   /s/ Douglas J. McCutcheon
                                              --------------------------------
                                                Douglas J. McCutcheon
  
                                          Title:  Senior Vice President
                                                  and Chief Financial Officer
   
  
                                         5
  INDEX TO EXHIBITS
                                 -----------------
  
            99.1  Press Release, dated as of June 25, 1998.
  
            99.2  Rights Agreement dated as of June 25, 1998 among Asyst
            Technologies, Inc. and BankBoston, N.A.
  
                                         6