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As filed with the Securities and Exchange Commission on August 13, 2001
Registration No.
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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.
PROGRESSIVE TECHNOLOGIES INC. 1991 STOCK OPTION AND PURCHASE 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
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to Amount to Offering Price Offering Amount of
be Registered be Registered Per Share(1) Price(1) Registration fee
------------- ------------- ------------ -------- ----------------
Common Stock, 99,740 (2) $1.61-$3.62 $191,684 $47.92
$.01 par value shares
Preferred Share 99,740 ----- ----- -----
Purchase Rights(3)
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(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 August 7, 2001. The offering prices are based
upon the exercise prices for options previously granted by Progressive
Technologies, Inc.
(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 99,740 rights registered by this
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Registration Statement represent one right that may be issued in
connection with each share of common stock awarded under the Registrant's
Progressive Technologies Inc. 1991 Stock Option and Stock Purchase 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.
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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 Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the three months
ended December 31, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 2001;
(d) 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;
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-25434) filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") including
any amendment or report filed for the purpose of updating such description; and
(f) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 (File No. 33-87296) filed under
the 1933 Act.
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article VII of the Registrant's Bylaws provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law authorizes a corporation to indemnify directors, officers and
employees unless such party has been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation. The Registrant also maintains directors and
officers liability insurance.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER TITLE REFERENCE
------- ----- ---------
4.02 Description of Capital Stock (contained in the Certificate
of Incorporation, as amended, of the Registrant, filed as A*
Exhibit 3.01 to the Registrant's Annual Report on Form 10-K).
4.03 Rights Agreement, dated July 23, 1997. B*
4.04 Stockholder's Agreement between the Registrant and Daifuku America C*
Corporation dated January 6, 2000.
4.05 Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander D*
Holding GmbH and Robert J. Therrien.
4.06 Indenture dated as of May 23, 2001 between Brooks and State Street Bank E*
and Trust Company (as Trustee).
4.07 Registration Rights Agreement dated May 23, 2001 among the
Company and Credit Suisse First Boston Corporation and SG Cowen
Securities Corporation (as representatives of several purchases). E*
4.08 4.75% Convertible Subordinated Note of the Company in the principal E*
amount of $175,000,000.00 dated as of May 23, 2001.
4.09 Rights Agreement between the Registrant and Bank Boston, N.A. F*
as Rights Agent.
4.10 Stock Purchase Agreement relating to the acquisition of CCS Filed
Technology, Inc. by the Registrant. herewith
5.01 Legal Opinion of Brown, Rudnick, Freed & Gesmer. Filed
herewith
23.01 Consent of PricewaterhouseCoopers LLP. Filed
herewith
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed
herewith
23.03 Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion Filed
filed as Exhibit 5.1 to this Registration Statement). herewith
24.01 Power of Attorney (included on the signature page of this Registration. Filed
Statement). herewith
99.04 Registrant's 1991 Stock Option and Stock Purchase Plan. Filed
herewith
A. Incorporated by reference to the Registrant's quarterly report on Form
10-Q for the quarterly period ended March 31, 2001. The number assigned
to each Exhibit above is the same as the number assigned to the Exhibit
in the Quarterly Report.
B. Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-34487). The number assigned to the
Exhibit above is the same as the number assigned to the Exhibit in the
Registration Statement.
C. Incorporated by reference to our current report on Form 8-K filed on
January 19, 2000 and amended on February 14, 2000.
D. Incorporated by reference to the Registrant's current report on Form 8-K
filed on October 15, 1999. The number assigned to the Exhibit above is
the same as the number assigned to the Exhibit in the Form 8-K.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001. The number assigned to the Exhibit above is the
same as the number assigned to the Exhibit in the Form 8-K.
F. Incorporated by reference to the Company's Form 8-A filed on August 7,
1997.
* 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 Exchange Commission, which documents are hereby incorporated by
reference.
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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.
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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
31st day of July, 2001.
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 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 July 31, 2001
------------------------- Officer and President
Robert J. Therrien (Principal Executive Officer)
/s/ Ellen B. Richstone Senior Vice President Finance July 31, 2001
------------------------- and Administration and Chief
Ellen B. Richstone Financial Officer (Principal
Financial Officer)
/s/ Steven E. Hebert Principal Accounting Officer July 31, 2001
-------------------------
Steven E. Hebert
/s/ Roger D. Emerick Director July 31, 2001
-------------------------
Roger D. Emerick
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Signature Title Date
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/s/ Amin J. Khoury Director July 31, 2001
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Amin J. Khoury
/s/ Juergen Giessmann Director July 31, 2001
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Juergen Giessmann
/s/ Joseph Martin
------------------------ Director July 31, 2001
Joseph Martin
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INDEX TO EXHIBITS
EXHIBIT
NUMBER TITLE REFERENCE
------- ----- ---------
4.02 Description of Capital Stock (contained in the Certificate
of Incorporation, as amended, of the Registrant, filed as
Exhibit 3.01 to the Registrant's Annual Report on Form 10-K). A*
4.03 Rights Agreement, dated July 23, 1997. B*
4.04 Stockholder's Agreement between the Registrant and Daifuku America C*
Corporation dated January 6, 2000.
4.05 Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander D*
Holding GmbH and Robert J. Therrien.
4.06 Indenture dated as of May 23, 2001 between Brooks and State Street Bank E*
and Trust Company (as Trustee).
4.07 Registration Rights Agreement dated May 23, 2001 among the
Company and Credit Suisse First Boston Corporation and SG Cowen
Securities Corporation (as representatives of several purchases). E*
4.08 4.75% Convertible Subordinated Note of the Company in the principal E*
amount of $175,000,000.00 dated as of May 23, 2001.
4.09 Rights Agreement between the Registrant and Bank Boston, N.A. F*
as Rights Agent.
4.10 Stock Purchase Agreement relating to the acquisition of CCS Filed
Technology, Inc. by the Registrant. herewith
5.01 Legal Opinion of Brown, Rudnick, Freed & Gesmer. Filed
herewith
23.01 Consent of PricewaterhouseCoopers LLP. Filed
herewith
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed
herewith
23.03 Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion Filed
filed as Exhibit 5.1 to this Registration Statement). herewith
24.01 Power of Attorney (included on the signature page of this Registration Filed
Statement). herewith
99.04 Registrant's 1991 Stock Option and Stock Purchase Plan. Filed
herewith
A. Incorporated by reference to the Registrant's quarterly report on Form
10-Q for the quarterly period ended March 31, 2001. The number assigned
to each Exhibit above is the same as the number assigned to the Exhibit
in the Quarterly Report.
B. Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-34487). The number assigned to the
Exhibit above is the same as the number assigned to the Exhibit in the
Registration Statement.
C. Incorporated by reference to our current report on Form 8-K filed on
January 19, 2000 and amended on February 14, 2000.
D. Incorporated by reference to the Registrant's current report on Form 8-K
filed on October 15, 1999. The number assigned to the Exhibit above is
the same as the number assigned to the Exhibit in the Form 8-K.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001. The number assigned to the Exhibit above is the
same as the number assigned to the Exhibit in the Form 8-K.
F. Incorporated by reference to the Company's Form 8-A filed on August 7,
1997.
* 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 Exchange Commission, which documents are hereby incorporated by
reference.
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