UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PRI Automation, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
69357H10
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(CUSIP Number)
October 23, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
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CUSIP NO. 69357H10 Page 2 of 8
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brooks Automation, Inc.
I.R.S. Identification No.: 04-3040660
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3 below.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,257,194
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,194
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 69357H10 Page 3 of 8
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share ("PRI Common Stock"), of PRI Automation, Inc., a
Massachusetts corporation ("PRI"). The principal executive offices of
PRI are located at 805 Middlesex Turnpike, Billerica, MA 01821.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME, PLACE OF ORGANIZATION, PRINCIPAL BUSINESS:
This Schedule 13D is filed by Brooks Automation, Inc., a corporation
organized under the laws of the State of Delaware ("Brooks").
Brooks is a leading supplier of integrated tool and factory automation
solutions for the global semiconductor manufacturing and related
industries. Brooks' automation solutions are designed to optimize
equipment and factory productivity. These solutions include tool
automation modules, complete semiconductor wafer handling systems,
factory interface solutions and automation software and integration
services.
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
The address of the principal business and principal executive office
of Brooks is 15 Elizabeth Drive, Chelmsford, MA 01824.
(c) INFORMATION PROVIDED PURSUANT TO INSTRUCTION C:
For information with respect to the identity and background of each
director and executive officer of Brooks, see Schedule I attached
hereto.
(d) NO CRIMINAL CONVICTIONS:
During the past five years, neither Brooks nor, to Brooks' knowledge,
any person identified in Schedule I to this Schedule 13D, has been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) NO CIVIL PROCEEDINGS:
During the past five years, neither Brooks nor, to Brooks' knowledge,
any person identified in Schedule I to this Schedule 13D, has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation
with respect to such laws.
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CUSIP NO. 69357H10 Page 4 of 8
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(f) CITIZENSHIP:
To the best of Brooks' knowledge, all persons identified in the
attached Schedule I are citizens of the United States of America with
the exception of Juergen Geissmann, who is a citizen of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Brooks, through its newly formed, wholly-owned subsidiary, Pontiac
Acquisition Corp., a Massachusetts corporation ("Brooks Merger Sub"),
agreed to acquire PRI by means of a merger (the "Merger") pursuant to
the Agreement and Plan of Merger dated as of October 23, 2001 (the
"Merger Agreement"), by and among Brooks, Brooks Merger Sub, and PRI,
and subject to the conditions set forth therein. As an inducement for
Brooks to enter into the Merger Agreement and in consideration
thereof, each of certain directors and officers of PRI entered into a
Voting Agreement and an Irrevocable Proxy (collectively, the "Voting
Agreements") with Brooks. Pursuant to the Voting Agreements, Brooks
was given the power to vote an aggregate total of 1,257,194 shares of
PRI Common Stock owned by those officer and directors (the
"Stockholders") in favor of the Merger Agreement and the Merger at the
appropriate meeting(s) of the shareholders of PRI. A form of the
Voting Agreements is filed herewith as Exhibit 99.1 and incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On October 23, 2001, Brooks, Brooks Merger Sub, and PRI entered into
the Merger Agreement. Following the Merger, PRI will become a wholly
owned subsidiary of Brooks. Pursuant to the Merger Agreement and
subject to the terms and conditions contained therein, Brooks Merger
Sub will merge with and into PRI, as a result of which holders of PRI
Common Stock will receive 0.52 shares of Brooks' common stock for each
share of PRI Common Stock outstanding at the time of the Merger.
The Merger, which is expected to close in the first calendar quarter
of 2002, is contingent upon the fulfillment of certain conditions in
the Merger Agreement including, but not limited to, all required
regulatory approvals, the approval of the Merger by the stockholders
of PRI and the approval of the issuance of Brooks' common stock in the
Merger by the stockholders of Brooks.
In addition, the directors and certain executive officers of Brooks
and of PRI have entered into Voting Agreements, agreeing to vote in
favor of all actions related to the Merger. PRI has agreed not to
solicit alternative takeover proposals. Upon the termination of the
Merger Agreement following the occurrence of certain events enumerated
in the Merger Agreement, PRI will pay a termination fee to Brooks
equal to $14,000,000 plus expenses incurred by Brooks in connection
with the transaction.
Subject to stockholder approval, upon consummation of the Merger,
Brooks will change its name to Brooks-PRI Automation, Inc., Brooks'
board of directors will be increased from five to seven, and Mitchell
G. Tyson, the President and Chief Executive Officer of PRI, and one
other designee of PRI will be elected to fill the two new director
positions.
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CUSIP NO. 69357H10 Page 5 of 8
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The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended, and will be accounted for as a purchase transaction.
Both Brooks and PRI have amended their respective stockholder rights
plans to provide that the plans will not apply to the Merger.
This description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement filed as Exhibit
2.1 to the Form 8-K filed by Brooks on October 26, 2001, and
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of October 23, 2001, the shares subject to the Voting
Agreements consisted of 1,257,194 shares of PRI Common Stock,
representing approximately 4.9% of the total number of issued and
outstanding shares of PRI Common Stock on October 19, 2001. The
1,257,194 total excludes 442,170 shares subject to options that
will vest within 60 days of the date of the Voting Agreements.
The percentage of 4.9% is calculated based on 25,595,715 shares
of PRI Common Stock outstanding as of October 19, 2001, as
represented by PRI in the Merger Agreement.
By virtue of the Voting Agreements, Brooks may be deemed to share
voting power of the shares subject thereto with the Stockholders,
since the Voting Agreements grant Brooks the power to vote those
shares in favor of the Merger; however, Brooks is not entitled to
any other rights as a stockholder of PRI with respect to the
shares of PRI Common Stock covered by the Voting Agreements.
Pursuant to Rule 13d-4 under the Act, Brooks hereby states that
this Schedule 13D shall not be deemed as an admission that it is,
for purposes of Section 13(d) of the Act, the beneficial owner of
any equity securities of PRI.
(c) Except as described in this Schedule 13D, there have been no
transactions in the shares of PRI Common Stock effected by Brooks
or, to the best of Brooks' knowledge, any person identified in
Schedule I of this Schedule 13D, during the last sixty days.
(d) Not Applicable.
(e) Not Applicable.
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CUSIP NO. 69357H10 Page 6 of 8
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D and to the best of Brooks'
knowledge, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the persons named in Item 2
and between such persons and any person with respect to any securities
of PRI.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Form of Voting Agreement and Irrevocable Proxy between each of
the Stockholders and Brooks.
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CUSIP NO. 69357H10 Page 7 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 2, 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
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CUSIP NO. 69357H10 Page 8 of 8
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SCHEDULE I
A. EXECUTIVE OFFICERS AND DIRECTORS OF BROOKS AUTOMATION, INC.*
Name: Principal Occupation or Employment:
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Robert J. Therrien Director, Chief Executive Officer, and President
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Ellen B. Richstone Senior Vice President, Finance and Administration and
Chief Financial Officer
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Lynda M. Avallone Vice President and Corporate Treasurer
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Steven E. Hebert Corporate Controller
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Michael W. Pippins Senior Vice President, Factory Interface Division
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Charles M. McKenna Executive Vice President, Automation Systems Division
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Jeffrey A. Cassis Vice President and General Manager, Factory Automation
Solutions
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*All individuals listed in the above table are employed by Brooks Automation,
Inc. ("Brooks"). The address of Brooks' principal place of business is 15
Elizabeth Drive, Chelmsford, MA 01824.
B. NON-EMPLOYEE MEMBERS OF THE BOARD OF DIRECTORS OF BROOKS AUTOMATION, INC.
Principal Occupation Name and Address of
Name: Or Employment: Principal Employer:
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Amin J. Khoury Chairman and Chief Executive B/E Aerospace
Officer 1400 Corporate Center Way
Wellington, FL 33414
Roger D. Emerick Retired 624 Hillsborough Blvd.
Hillsborough, CA 94010 (Home)
Juergen Geissmann President M+W Zander Holding GmbH
Lotterbergstr. 30
Stuttgart, Germany 70499
Joseph Martin Executive Vice President and Fairchild Semiconductor Corporation
Chief Financial Officer 82 Runninghill Road
South Portland, ME 04106
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