SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 5, 2001
Brooks Automation, Inc.
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25434 04-3040660
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(Commission File Number) (I.R.S. Employer
Identification No.)
15 Elizabeth Drive, Chelmsford, Massachusetts 01824
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(Address of Principal Executive Offices) (Zip Code)
(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OF ASSETS
On October 5, 2001, Brooks Automation, Inc. acquired substantially all
of the assets of General Precision, Inc. ("GPI"), in exchange for 850,000 shares
of our Common Stock (the "Brooks Shares"), subject to adjustment based upon
calculation of the net book value of the assets on the closing date. GPI is a
leading supplier of high-end environmental solutions for the semiconductor
industry. GPI, headquartered in Valencia, California, is a leader in
state-of-the-art environmental control systems and products to support critical
processes. GPI is a leader in the design, development and manufacture of
state-of-the-art products which provide contamination control, process isolation
and precise temperature/humidity control solutions to support a wide variety of
critical processes and manufacturing applications for the semiconductor,
disc-drive, pharmaceutical and aerospace industries.
The Brooks Shares were issued pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"). However, in connection with the acquisition, we agreed
to file a registration statement on Form S-3 within 60 days after the closing
date covering the resale by holders of the Brooks Shares.
The terms of the acquisition of GPI are more fully described in the
Asset Purchase Agreement dated October 5, 2001, between GPI and us, filed as an
exhibit to this Form 8-K.
The terms of the transaction and the consideration received by the
parties were a result of arm's length negotiations between our representatives
and representatives of GPI. Prior to the completion of the transaction, we had
no material relationship with GPI.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required financial statements relating to General
Precision, Inc. are not included in this Report. The
Registrant plans to file the required financial statements by
December 19, 2001.
(b) UNAUDITED PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information is not included
in this Report. The Registrant plans to file the required pro
forma financial information by December 19, 2001.
(c) EXHIBITS
Item No. Description
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2.1 Asset Purchase Agreement dated October 5, 2001 by
and among Brooks Automation, Inc., General
Precision, Inc., GPI-Mostek, Inc., Nasr Family
Trust Dated September 7, 1999, Moustafa O. Nasr
and Samia M. Nasr
10.1 Lease Agreement Between The Nasr Family Trust
dated 9/7/1999 and Brooks Automation, Inc., as
tenant, for 25000 Avenue Stanford, Valencia,
California
SIGNATURE
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: October 17, 2001 BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
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Ellen B. Richstone
Senior Vice President of Finance and
Administration and Chief Financial
Officer