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 May, 2008

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  x    Form 40-F  ¨

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):  ¨

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):  ¨

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  ¨    No  x

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

Exhibits
Exhibit 99.1	Material elements employment contract Mr. C.D. del Prado (effective as from 1 March 2008)

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: May 20, 2008	ASM INTERNATIONAL N.V.
		/s/    ARNOLD J.M. VAN DER VEN
		Arnold J.M. van der Ven
		Managing Director and Chief Financial Officer

ASM INTERNATIONAL N.V.

(THE “REGISTRANT”)

(COMMISSION FILE NO. 0-13355)

EXHIBIT INDEX

TO

FORM 6-K

DATED MAY 20, 2008

Exhibit No.	Exhibit Description	Filed Herewith
99.1	Material elements employment contract Mr. C.D. del Prado (effective as from 1 March 2008)	X

EX-99.1

Exhibit 99.1

      ASM International N.V.

Material elements employment contract Mr. C.D. del Prado

(effective as from 1 March 2008)

Mr. del Prado has been appointed as managing director for 4 years as from 18 May 2006; he is CEO since 1 March 2008. Mr. del Prado’s employment contract is for an indefinite period of time, with a gross base salary per annum of Euro 500,000 (as per 1 March 2008) and notice periods for Mr. del Prado and ASM International of 6 and 12 months respectively.

Mr. del Prado participates in the defined contribution plan offered to members of the Management Board under the same financial conditions to all employees residing in the Netherlands. Reference is made to the ASM Remuneration Policy, posted on the ASM website; www.asm.com.

The annual incentive varies between 0% and a maximum of 50% of the base salary and is based on the achievement of performance criteria. Reference is made to the ASM Remuneration Policy. As for the applicable long term incentive scheme, reference is made to the long term incentive (stock options) plan for the Management Board (the “LTIP”), approved by the Annual General Meeting of Shareholders held on May 18, 2006. Effective 1 March 2008, Mr. del Prado received an option grant of 100,000 stock options under the LTIP in connection with his appointment as CEO.

In case of termination of employment by ASM International, Mr. del Prado is entitled to a severance payment equal to one year’s fixed remuneration, unless dismissal is given for an urgent cause (as defined in section 7: 678 Dutch Civil Code) or after 2 years of illness. The same severance is payable upon termination of employment by either party in case of a change of control that results in a material adverse change in the position of Mr. del Prado, in which case his option rights shall also vest.