As filed with the Securities and Exchange Commission on May 7, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC.
1998 EMPLOYEE EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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(Name and Address of Agent For Service)
(978) 262-2400
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Maximum
Each Class of Proposed Maximum Aggregate Amount of
Securities to Amount to Offering Price Offering Registration
be Registered be Registered Per Share(1) Price(1) fee
--------------- ------------- ---------------- ------------- ------------
Common Stock, 75,000 (2) $32.85 $2,463,750.00 $226.67
$.01 par value shares
Preferred Share 75,000 ----- ----- -----
Purchase Rights
(3)
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This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a registration statement on this
form relating to an employee benefit plan is effective. Pursuant to General
Instruction E of Form S-8, this registration statement incorporates by reference
the following Registrant's registration statements on Form S-8: Registration No.
333-66455, Registration No. 333-40844, Registration No. 333-45092, Registration
No. 333-57974, Registration No. 333-70854 and Registration No. 333-73682,
relating to an aggregate of 4,750,000 shares issuable under the Registrant's
1998 Employee Equity Incentive Plan.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's common stock on the
Nasdaq National Market on May 6, 2002.
(2) Such presently indeterminable number of additional shares of common stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the common stock.
(3) On July 23, 1997, the Board of Directors of the Registrant declared a
dividend of one preferred share purchase right for each share of common
stock outstanding on August 21, 1997. The 75,000 rights registered by this
Registration Statement represent one right that may be issued in connection
with each share of common stock issuable upon exercise of options granted
or to be granted under the Registrant's 1998 Employee Equity Incentive
Plan. Such presently indeterminable number of rights are also registered by
this Registration Statement as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other similar change in common stock. The rights are not
separately transferable apart from the common stock, nor are they
exercisable until the occurrence of certain events. Accordingly, no
independent value has been attributed to the rights.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.2 Description of Capital Stock.*
4.3 Rights Agreement, dated July 23, 1997.**
5.1 Legal Opinion of Brown Rudnick Berlack Israels LLP.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants
for the Registrant).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP (Independent Accountants
for General Precision, Inc.).
23.4 Consent of Brown Rudnick Berlack Israels LLP (included in its
legal opinion filed as Exhibit 5.1 to this Registration
Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.
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* Incorporated by reference to the Registrant's Registration Statement
on Form 8-A filed on January 27, 1995 and Form 8-A filed on August 7, 1997.
** Incorporated by reference to the Registrant's Registration Statement
on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
December 13, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
29th day of April, 2002.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
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Robert J. Therrien
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Ellen B. Richstone, and
each of them (with full power to each of them to act alone), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Robert J. Therrien Director, Chief Executive April 29, 2002
-------------------------- Officer and President
Robert J. Therrien (Principal Executive Officer)
/s/ Ellen B. Richstone Senior Vice President Finance April 29, 2002
-------------------------- and Administration and Chief
Ellen B. Richstone Financial Officer (Principal
Financial Officer)
/s/ Steven E. Hebert Principal Accounting Officer April 29, 2002
--------------------------
Steven E. Hebert
/s/ Roger D. Emerick Director April 29, 2002
--------------------------
Roger D. Emerick
/s/ Amin J. Khoury Director April 29, 2002
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Amin J. Khoury
/s/ Juergen Giessmann Director April 29, 2002
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Juergen Giessmann
/s/ Joseph Martin Director April 29, 2002
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Joseph Martin
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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4.2 Description of Capital Stock.*
4.3 Rights Agreement, dated July 23, 1997.**
5.1 Legal Opinion of Brown Rudnick Berlack Israels LLP.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants for the
Registrant).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP (Independent Accountants for
General Precision, Inc.).
23.4 Consent of Brown Rudnick Berlack Israels LLP (included in its legal
opinion filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (included on the signature page of this Registration
Statement).
99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.
---------
* Incorporated by reference to the Registrant's Registration Statement
on Form 8-A filed on January 7, 1995 and Form 8-A filed on August 7, 1997.
** Incorporated by reference to the Registrant's Registration Statement
on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
December 13, 2001.