6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of December, 2004
Commission File Number 000-13355

ASM INTERNATIONAL N.V.

(Translation of registrant’s name into English)

JAN VAN EYCKLAAN 10
3723 BC BILTHOVEN
THE NETHERLANDS
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and had not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-____________________.

135c Disclosure

     On December 1, 2004, we issued a press release under Securities Act Rule 135c announcing a private placement of $125.0 million principal amount of 4.25% convertible subordinated notes due 2011 (the “Notes”), and a subsequent press release under Securities Act Rule 135c announcing the exercise by the initial purchasers of the Notes of an option to purchase an additional $25.0 million principal amount of Notes. The press release announcing the private placement is attached hereto as Exhibit 99.1 and the press release announcing the exercise of the option to purchase an additional $25.0 million principal amount in Notes is attached hereto as Exhibit 99.2.

Exhibits

     See Exhibit Index following the Signatures page.

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 hereunto duly authorized.

Dated: December 1, 2004	ASM INTERNATIONAL N.V.
	/s/ Robert L. de Bakker
	Robert L. de Bakker
	Managing Director and Chief Financial Officer

ASM INTERNATIONAL N.V.
(THE “REGISTRANT”)
(COMMISSION FILE NO. 0-13355)

EXHIBIT INDEX
TO
FORM 6-K
DATED DECEMBER 1, 2004

Exhibit No.	Exhibit Description	Filed Herewith
99.1	Press release announcing a private placement of Notes, dated December 1, 2004	X
99.2	Press release announcing the option to purchase an additional $25.0 million principal amount of Notes, dated December 1, 2004	X

EX-99.1

Exhibit 99.1

ASM International N.V. Announces Private Placement of US $125 Million Convertible Subordinated Notes

     Bilthoven, the Netherlands, December 1, 2004 — ASM International N.V. (Nasdaq: ASMI; Euronext Amsterdam: ASM) announced today the private placement of US$125 million of 4.25% convertible subordinated notes due 2011. The notes are convertible into ASMI common shares at a conversion price of US$ 20.82 per share, which is equivalent to a conversion rate of 48.0307 shares for each US$1,000 principal amount of notes and represents a 35% premium over the closing sale price of ASM International common shares on the Euronext Amsterdam stock exchange on December 1, 2004. Initially, cash will be delivered in lieu of a portion of the common shares to be delivered upon conversion in an amount equal to the principal amount of the notes converted (or, if less, the conversion value). Upon receipt by ASM International of shareholder approval to issue additional common shares, only common shares will be delivered upon conversion of the notes. Prior to the time of shareholder approval, the maximum number of common shares issuable upon conversion of each US$1,000 principal amount of notes in excess of the cash portion will be 34 or, if the initial purchasers’ option to purchase additional notes is fully exercised, 28.

     ASM International has granted the initial purchasers an option to purchase, within 30 days after the date of the initial offering, up to an additional US$25 million principal amount of notes. ASM International intends to use the net proceeds from the sale of the notes to repay its US$115 million outstanding principal amount of 5% Convertible Subordinated Notes due November 2005, either by purchase in the market or at maturity to the extent such notes have not previously been converted or purchased, and for other general corporate purposes.

     The notes were issued in a private placement for resale by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S under the Securities Act and in reliance on Section 2(1) of the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended. The notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, and applicable state securities laws. The notes may only be offered or sold to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended, and pursuant to and in accordance with the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended.

Contact:

Robert L. de Bakker
+31 30 2298540
Bilthoven, the Netherlands
robert.de.bakker@asm.com

Mary Jo Dieckhaus
+1 212-986-2900
New York City
maryjo.dieckhaus@asm.com

This press release was issued by ASM International N.V.

EX-99.2

Exhibit 99.2

ASM International N.V. Announces Exercise by Initial Purchasers of Option to Purchase Additional US $25 Million Convertible Subordinated Notes

     Bilthoven, the Netherlands, December 1, 2004 — ASM International N.V. (Nasdaq: ASMI; Euronext Amsterdam: ASM) announced today that the initial purchasers of its private placement of US$125 million principal amount of 4.25% convertible subordinated notes due 2011 have exercised their option to purchase an additional US$25 million principal amount of notes, to be settled concurrently with the US$125 million principal amount of original issuance.

     The notes are convertible into ASMI common shares at a conversion price of US$20.82 per share, which is equivalent to a conversion rate of 48.0307 shares for each US$1,000 principal amount of notes and represents a 35% premium over the closing sale price of ASM International common shares on the Euronext Amsterdam stock exchange on December 1, 2004. Initially, cash will be delivered in lieu of a portion of the common shares to be delivered upon conversion in an amount equal to the principal amount of the notes converted (or, if less, the conversion value). Upon receipt by ASM International of shareholder approval to issue additional common shares, only common shares will be delivered upon conversion of the notes. Prior to the time of shareholder approval, the maximum number of common shares issuable upon conversion of each US$1,000 principal amount of notes in excess of the cash portion will be 28.

     ASM International intends to use the net proceeds from the sale of the $150 million aggregate principal amount of notes to repay its US$115 million outstanding principal amount of 5% convertible subordinated notes due November 2005, either by purchase in the market or at maturity to the extent such notes have not previously been converted or purchased, and for other general corporate purposes.

     The notes were issued in a private placement for resale by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S under the Securities Act and in reliance on Section 2(1) of the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended.

     The notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, and applicable state securities laws. The notes may only be offered or sold to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended, and pursuant to and in accordance with the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended.

Contact:

Robert L. de Bakker
+31 30 2298540
Bilthoven, the Netherlands
robert.de.bakker@asm.com

Mary Jo Dieckhaus
+1 212-986-2900
New York City
maryjo.dieckhaus@asm.com

This press release was issued by ASM International N.V.International N.V.