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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68062
Prospectus Supplement No. 2
To Prospectus dated September 6, 2001
$175,000,000
Brooks Automation, Inc.
4.75% Convertible Subordinated Notes Due 2008 and
the Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement no. 2 relates to the resale by the selling
securityholders of 4.75% convertible subordinated notes due June 1, 2008, of
Brooks Automation, Inc. and the shares of common stock, $.01 par value, of
Brooks Automation, Inc. issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated September 6, 2001 and the prospectus supplement no. 1 dated
September 19, 2001, which are to be delivered with this prospectus supplement
no. 2. All capitalized terms used but not defined in this prospectus supplement
no. 2 shall have the meaning given them in the prospectus.
The following table contains information as of September 27, 2001, with
respect to certain selling securityholders and the principal amount of notes and
underlying common stock beneficially owned by each of the selling
securityholders listed herein that may be offered using this prospectus. The
information is based on information provided by or on behalf of the selling
securityholders and may have changed as of the date hereof. Because the selling
securityholders may offer all or some of their notes or the underlying common
stock from time to time, we cannot estimate the amount of the notes or
underlying common stock that will be held by the selling securityholders upon
the termination of any particular offering. The column showing ownership after
completion of the offering assumes that the selling securityholders will sell
all of the securities offered by this prospectus. The selling securityholders
listed in the table may have sold or transferred, in transactions exempt from
the registration requirements of the Securities Act, some or all of their notes
since the date on which the information in table is presented. Information about
the selling stockholders may change over time. Any change in this information
will be set forth in prospectus supplements, if required. None of the selling
securityholders or any of its affiliates, officers, directors or principal
equity holders has held any position or office or has had any material
relationship with us or our affiliates within the past three years.
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# OF SHARES OF COMMON
STOCK TO BE
NAME OF SELLING PRINCIPAL AMOUNT # OF SHARES OF BENEFICIALLY OWNED
SECURITYHOLDER OF NOTES COMMON STOCK # OF SHARES AFTER COMPLETION OF
BENEFICIALLY PERCENTAGE BENEFICIALLY OF COMMON OFFERING AND % OF
OWNED THAT MAY OF NOTES OWNED PRIOR TO STOCK THAT COMMON STOCK
BE SOLD($) OUTSTANDING THE OFFERING(1) MAY BE SOLD(1) OUTSTANDING(2)
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Rockhaven Premier
Dividend Fund(3) 955,000 0.55% 13,598 13,598 0
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Smithfield Training
Company 15,000 0.01% 213 213 0
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Victory Capital
Management(4) 800,000 0.46% 11,391 11,391 0
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Any other holder of
notes or future
transferee, pledgee
donee or successor(5)(6)
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(1) Assumes conversion of all of the holder's notes at a conversion price
of $70.23 a share of common stock. Fractions of a share are not
included for the purposes of this calculation. The conversion price
will be subject to adjustment as described under "Description of
Notes - Conversion of Notes." As a result, the amount of common stock
issuable upon conversion of the notes may increase or decrease in the
future.
(2) Each selling stockholder listed herein will own less than 1% of the
total shares of common stock outstanding upon completion of the
offering.
(3) The amount presented herein replaces that reported by the Rockhaven
Premier Dividend Fund in the accompanying prospectus dated September 6,
2001.
(4) Victory Capital Management holds the shares as agent for the Victory
Convertible Securities Fund.
(5) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(6) Assumes that any other holders of notes, or any future transferees,
pledgees, donees or successors of or from any other such holders of
notes, do not beneficially own any common stock other than the common
stock issuable upon conversion of the notes at the initial conversion
rate.
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INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 27, 2001