As filed with the Securities and Exchange Commission on May 14, 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.
PRI AUTOMATION, INC. 2000 STOCK OPTION PLAN
PRI AUTOMATION, INC. 1997 NON-INCENTIVE STOCK OPTION PLAN
PRI AUTOMATION, INC. 1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
COMMOTION TECHNOLOGY, INC. 2000 FLEXIBLE STOCK INCENTIVE PLAN
PROMIS SYSTEMS CORPORATION LTD. AMENDED AND RESTATED STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION GRANTED BY PRI AUTOMATION, INC. TO MARK JOHNSTON
EQUIPE TECHNOLOGIES NON-STATUTORY STOCK OPTIONS
------------------------------------------
(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
===================================================================================================================
Title of Each
Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration fee
---------- ---------- ------------ ----------------- ----------------
PRI AUTOMATION, 369,590 $ 40.23 $ 14,868,605.70 $ 1,367.91
INC. 2000 STOCK shares
OPTION PLAN
Common Stock,
$.01 par value
PRI AUTOMATION, 2,575,958 $ 46.46 $119,679,008.68 $ 11,010.47
INC 1997 shares
NON-INCENTIVE
STOCK OPTION
PLAN Common
Stock, $.01 par
value
PRI AUTOMATION, 323,934 $ 47.42 $ 15,360,950.28 $ 1,413.20
INC 1994 shares
INCENTIVE AND
NON-QUALIFIED
STOCK OPTION
PLAN Common
Stock, $.01 par
value
COMMOTION 1,872 $ 3.91 $ 7,319.80 $ 1.00
TECHNOLOGY 2000 shares
FLEXIBLE STOCK
INCENTIVE PLAN
Common Stock,
$.01 par value
PROMIS SYSTEMS 16,237 $ 34.22 $ 555,630.14 $ 51.12
CORP. LTD shares
AMENDED AND
RESTATED STOCK
OPTION PLAN
Common Stock,
$.01 par value
NON-QUALIFIED 22,737 $ 28.37 $ 645,048.69 $ 59.34
STOCK OPTION shares
GRANTED BY PRI
AUTOMATION TO
MARK JOHNSTON
Common Stock,
$.01 par value
EQUIPE 8,481 $ 25.29 $ 214,484.49 $ 19.73
TECHNOLOGIES shares
NON-STATUTORY
STOCK OPTIONS
Common Stock,
$.01 par value
Preferred Share 3,318,809 -- -- --
Purchase Rights(3)
TOTAL: 3,318,809 $ 13,922.77
shares
===================================================================================================================
(1) Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, based on the weighted averaged exercise price per share of the
options outstanding under each stock option plan.
(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 3,318,809 rights registered
by this Registration Statement represent one right that may be issued in
connection with each share of common stock awarded under the Registrant's
PRI Automation, Inc. 2000 Stock Option Plan (369,590 Rights); PRI
Automation, Inc. 1997 Non-Incentive Stock Option Plan (2,575,958 Rights);
PRI Automation, Inc. 1994 Incentive and Non-Qualified Stock Option Plan
(323,934 Rights); Commotion Technology, Inc. 2000 Flexible Stock Incentive
Plan (1,872 Rights); Promis Systems Corporation Ltd. Amended and Restated
Stock Option Plan (16,237 Rights); Nonqualified Stock Option granted by
PRI Automation, Inc. to Mark Johnston (22,737 Rights); and Equipe
Technologies Non-Statutory Stock Options (8,481 Rights). 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 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K/A for the fiscal year ended
September 30, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the three months
ended December 31, 2001;
(c) The Registrant's current report on Form 8-K filed on October 19, 2001.
(d) The Registrant's current report on Form 8-K filed on October 22, 2001.
(e) The Registrant's current report on Form 8-K filed on February 7, 2002.
(f) The Registrant's current report on Form 8-K filed on March 1, 2002.
(g) The Registrant's current report on Form 8-K/A filed on April 4, 2002.
(h) All other reports filed pursuant to 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") since the end of the fiscal year covered
by the annual report referred to in (a) above;
(i) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on January 27, 1995,
including any amendment or report filed for the purpose of updating such
description;
(j) The description of the Registrant's preferred share rights contained
in the Registrant's Registration Statement on Form 8-A filed on August 7, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed hereby incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby has been passed upon for the
Registrant by Messrs. Brown Rudnick Berlack Israels LLP, One Financial Center,
Boston, Massachusetts 02111.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the extent permitted by the
Delaware General Corporation law. Article VII of the Registrant's Bylaws
provides that the Registrant shall indemnify its officers and directors to the
extent permitted by the Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law authorizes a corporation to indemnify
directors, officers, employees or agents of the Corporation if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful, as determined in
accordance with the Delaware General Corporation law. Section 145 further
provides that indemnification shall be provided with respect to reimbursement of
expenses incurred in defending any action, suit or proceeding if the party in
question is successful on the merits or otherwise. The Registrant has also
entered into indemnification agreements with each of its directors. The
indemnification agreements are intended to provide the maximum protection
permitted by Delaware law with respect to
indemnification of directors. The Registrant may also enter into similar
agreements with certain of its officers who are not also directors. The effect
of these provisions is to permit indemnification by the Registrant for
liabilities arising under the Securities Act of 1933, as amended. The Registrant
also maintains directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description Reference
----------- ----------- ---------
4.01 Specimen Certificate for shares of the Registrants common stock. A*
4.02 Description of Capital Stock. B*, C*
4.03 Rights Agreement, dated July 23, 1997. C*, D*
4.04 Amendment to the Rights Agreement between the Registrant and Equiserve Trust D*
Company, N.A. as Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. D*
4.06 Shareholders Agreement dated January 6, 2000 by and among the Registrant, E*
Daifuku America Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreements dated September 30, 1999 by and among the Registrant, E*
Jenoptik AG, M+W Zander Holding GmbH and Robert J. Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and State Street F*
Bank and Trust Company (as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 among the Registrant and F*
Credit Suisse First Boston Corporation and SG Cowen Securities Corporation (as
representatives of several purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the Registrant in the principal F*
amount of $175,000,000 dated as May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of G*
CCS Technology, Inc. by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the acquisition H*
of substantially all of the assets of Intelligent Automation Systems, Inc.,
Intelligent Automation Systems, Inc. Trust and IAS Products, Inc. by the
Registrant.
4.13 Form of Certificate of Designations, Preferences, Rights and Limitations of I*
Special Voting Preferred Stock of the Registrant.
5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith
23.01 Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Filed herewith
Registrant).
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.03 Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Filed herewith
Precision, Inc.).
23.04 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion Filed herewith
filed as Exhibit 5.01 to this Registration Statement).
Exhibit No. Description Reference
----------- ----------- ---------
24.01 Power of Attorney (included on the signature page of this Registration Filed
herewith Statement).
99.01 PRI Automation, Inc. 2000 Stock Option Plan J*
99.02 PRI Automation, Inc. 1997 Non-Incentive Stock Option Plan K*
99.03 PRI Automation, Inc. 1994 Incentive and Non-Qualified Stock Option Plan L*
99.04 Commotion Technology, Inc. 2000 Flexible Stock Incentive Plan M*
99.05 Promis Systems Corporation Ltd Amended and Restated Stock Option Plan N*
99.06 Nonqualified Stock Option granted by PRI Automation, Inc. to Mark Johnston O*
99.07 Equipe Technologies Non-Statutory Stock Options P*
A. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
B. Incorporated by reference to the Registrant's Form 8-A filed on January
27, 1995.
C. Incorporated by reference to the Registrant's Form 8-A filed on August 7,
1997.
D. Incorporated by reference to the Registrant's annual report on Form 10-K
filed on December 13, 2001 for the fiscal year ending September 30, 2001.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000 and amended on February 14, 2000.
F. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001.
G. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
H. Incorporated by reference to the Registrant's current report on Form 8-K
filed on March 1, 2002.
I. Incorporated by reference to the Registrant's Registration Statement on
Form S-3/A filed on May 13, 2002.
J. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-33894).
K. Incorporated by reference to PRI Automation, Inc.'s annual report on Form
10-K filed on December 21,2000 for fiscal year ended September 30, 2000.
L. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-25217).
M. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-49822).
N. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-74141).
O. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-41067).
P. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-45063).
* In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, reference is made to the documents previously filed with the Securities
and Exchange Commission, which documents are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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
13th day of May, 2002.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
------------------------------------
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 true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his 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 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
--------- ----- ----
/s/ Robert J. Therrien Director, Chief Executive May 13, 2002
---------------------- Officer and President
Robert J. Therrien (Principal Executive Officer)
/s/ Ellen B. Richstone Senior Vice President Finance May 13, 2002
---------------------- and Administration and Chief
Ellen B. Richstone Financial Officer (Principal
Financial Officer)
/s/ Steven E. Hebert Principal Accounting Officer May 13, 2002
--------------------
Steven E. Hebert
/s/ Amin J. Khoury Director May 13, 2002
------------------
Amin J. Khoury
/s/ Juergen Giessmann Director May 14, 2002
---------------------
Juergen Giessmann
/s/ Joseph Martin Director May 13, 2002
-----------------
Joseph Martin
Exhibit No. Description Reference
----------- ----------- ---------
4.01 Specimen Certificate for shares of the Registrants common stock. A*
4.02 Description of Capital Stock. B*, C*
4.03 Rights Agreement, dated July 23, 1997. C*, D*
4.04 Amendment to the Rights Agreement between the Registrant and Equiserve Trust D*
Company, N.A. as Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. D*
4.06 Shareholders Agreement dated January 6, 2000 by and among the Registrant, E*
Daifuku America Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreements dated September 30, 1999 by and among the Registrant, E*
Jenoptik AG, M+W Zander Holding GmbH and Robert J. Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and State Street F*
Bank and Trust Company (as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 among the Registrant and F*
Credit Suisse First Boston Corporation and SG Cowen Securities Corporation (as
representatives of several purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the Registrant in the principal F*
amount of $175,000,000 dated as May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of G*
CCS Technology, Inc. by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the acquisition H*
of substantially all of the assets of Intelligent Automation Systems, Inc.,
Intelligent Automation Systems, Inc. Trust and IAS Products, Inc. by the
Registrant.
4.13 Form of Certificate of Designations, Preferences, Rights and Limitations of I*
Special Voting Preferred Stock of the Registrant.
5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith
23.01 Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Filed herewith
Registrant).
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.03 Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Filed herewith
Precision, Inc.).
23.04 Consent of Brown Rudnick Berlack Israels LLP (included in Filed herewith
its legal opinion filed as Exhibit 5.01 to this Registration Statement).
24.01 Power of Attorney (included on the signature page of this Registration Filed herewith
Statement).
99.01 PRI Automation, Inc. 2000 Stock Option Plan. J*
99.02 PRI Automation, Inc. 1997 Non-Incentive Stock Option Plan. K*
99.03 PRI Automation, Inc. 1994 Incentive and Non-Qualified Stock Option Plan. L*
99.04 Commotion Technology, Inc. 2000 Flexible Stock Incentive Plan. M*
Exhibit No. Description Reference
----------- ----------- ---------
99.05 Promis Systems Corporation Ltd Amended and Restated Stock Option Plan. N*
99.06 Nonqualified Stock Option granted by PRI Automation, Inc. to Mark Johnston. O*
99.07 Equipe Technologies Non-Statutory Stock Options. P*
A. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
B. Incorporated by reference to the Registrant's Form 8-A filed on
January 27, 1995.
C. Incorporated by reference to the Registrant's Form 8-A filed on August 7,
1997.
D. Incorporated by reference to the Registrant's annual report on Form 10-K
filed on December 13, 2001 for the fiscal year ending September 30, 2001.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000 and amended on February 14, 2000.
F. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001.
G. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
H. Incorporated by reference to the Registrant's current report on Form 8-K
filed on March 1, 2002.
I. Incorporated by reference to the Registrant's Registration Statement on
Form S-3/A filed on May 13, 2002.
J. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-33894).
K. Incorporated by reference to PRI Automation, Inc.'s annual report on Form
10-K filed on December 21,2000 for fiscal year ended September 30, 2000.
L. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-25217).
M. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-49822).
N. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-74141).
O. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-41067).
P. Incorporated by reference to PRI Automation, Inc.'s Registration Statement
on Form S-8 (Registration No. 333-45063).
* In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, reference is made to the documents previously filed with the Securities
and Exchange Commission, which documents are hereby incorporated by reference.