ASM INTERNATIONAL N.V. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2008 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of event requiring this shell company report For the transition period from to Commission File Number: 0-13355 ASM INTERNATIONAL N.V. (Exact name of Registrant as specified in its charter) The Netherlands (jurisdiction of incorporation or organization) Versterkerstraat 8, 1322 AP, Almere, the Netherlands (Address of principal executive offices) Richard Bowers Telephone: (602) 432-1713 Fax: (602) 470-2419 Email: [email protected] Address: 3440 E. University Dr., Phoenix, AZ 85034, USA (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares, par value € 0.04 The NASDAQ Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 54,275,131 common shares; 21,985 preferred shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x Table of Contents TABLE OF CONTENTS PART I. Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 18 Item 4a. Unresolved Staff Comments 36 Item 5. Operating and Financial Review and Prospects 36 Item 6. Directors, Senior Management and Employees 50 Item 7. Major Shareholders and Related Party Transactions 53 Item 8. Financial Information 55 Item 9. The Offer and Listing 56 Item 10. Additional Information 57 Item 11. Quantitative and Qualitative Disclosures about Market Risk 63 Item 12. Description of Securities Other Than Equity Securities 66 PART II. Item 13. Defaults, Dividend Arrearages and Delinquencies 66 Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds 66 Item 15. Controls and Procedures 66 Item 16A. Audit Committee Financial Expert 67 Item 16B. Code of Ethics 67 Item 16C. Principal Accountant Fees and Services 67 Item 16D. Exemptions from the Listing Standards for Audit Committees 68 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 68 Item 16G. Corporate Governance Practices 69 PART III. Item 17. Financial Statements 70 Item 18. Financial Statements 70 Item 19. Exhibits 71 SIGNATURES S-1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 EX - 8.1 EX - 12.1 EX - 12.2 EX - 13.1 EX - 15.1 2 Table of Contents As used in this report, the terms “we,” “us,” “our,” “ASMI,” and “ASM International” mean ASM International N.V. and its subsidiaries, unless the context indicates another meaning, and the term “common shares” means our common shares, par value € 0.04 per share. Since we are a Netherlands company, the par value of our common shares is expressed in euros (“ €”). The terms “United States” and “U.S.” refer to the United States of America. Forward Looking and Safe Harbor Statement Some of the information in this report constitutes forward-looking statements within the meaning of the United States federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements regarding future revenue, sales, income, expenditures, sufficiency of cash generated from operations, maintenance of majority interest in ASM Pacific Technology Ltd. (“ASM Pacific Technology”), business strategy, product development, product acceptance, market penetration, market demand, return on investment in new products, product shipment dates and outlooks. These statements may be found under Item 4, “Information on the Company,” Item 5, “Operating and Financial Review and Prospects” and elsewhere in this report. Forward-looking statements typically are identified by use of terms such as “may,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that these statements involve risks and uncertainties and our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the matters discussed in Item 4, “Information on the Company” and the risks discussed in Item 3.D., “Risk factors.” The risks described are not the only ones facing ASMI. Some risks are not yet known and some that we do not currently believe to be material could later become material. Each of these risks could materially affect our business, revenues, income, assets, liquidity and capital resources. All statements are made as of the date of this report, and we assume no obligation and do not intend to update or revise any forward-looking statements to reflect future developments or circumstances. Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. Selected consolidated financial data. You should read the following selected financial data in conjunction with Item 5, “Operating and Financial Review and Prospects” and Item 18, “Financial Statements.” 3 Table of Contents The selected consolidated financial data presented below as of and for the years ended December 31, 2007 and 2008 have been derived from our audited Consolidated Financial Statements included in Item 18. The selected Consolidated Statements of Operations data presented below for the year ended December 31, 2006 have been derived from our audited Consolidated Statements of Operations as included in Item 18. The selected Consolidated Balance Sheet data presented below as of December 31, 2004, 2005 and 2006, and the selected Consolidated Statements of Operations data presented below for the years ended December 31, 2004 and 2005, have been derived from our audited Consolidated Financial Statements which are not included in this report. 2004 2005 2006 2007 2008 (€ in thousands, except per share data) Consolidated Statements of Operations data: Net sales € 754,245 € 724,698 € 877,491 € 955,239 €747,362 Cost of sales (472,155) (469,321) (538,674) (594,163) (477,100) Gross profit 282,090 255,377 338,817 361,076 270,262 Operating expenses: Selling, general and administrative (105,682) (98,073) (120,654) (129,676) (126,591) Research and development, net (80,751) (89,829) (88,130) (83,468) (75,011) Amortization of other intangible assets (303) (599) (553) (553) (475) Impairment of goodwill — — — — (1,395) Restructuring expenses — — — — (7,068) Total operating expenses (186,736) (188,501) (209,337) (213,697) (210,540) Earnings from operations 95,354 66,876 129,480 147,379 59,722 Interest income 2,223 5,746 5,902 6,113 4,047 Interest expense (11,364) (15,844) (11,726) (9,866) (7,745) Gain (expense) resulting from early extinguishment of debt (1,206) (319) — (10,049) 7,956 Foreign currency exchange gains (losses), net (111) (128) (1,250) (1,020) 785 Earnings from continuing operations before income taxes and minority interest 84,896 56,331 122,406 132,557 64,765 Income tax expense (10,575) (6,666) (14,095) (19,245) (12,144) Earnings from continuing operations before minority interest 74,321 49,665 108,311 113,312 52,621 Minority interest (45,608) (43,558) (54,882)

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