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) February 15, 2002
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 5. ACQUISITION OF ASSETS
On February 15, 2002, Brooks Automation, Inc. ("Brooks" or "the Company")
acquired substantially all of the assets of Intelligent Automation Systems, Inc.
and IAS Products, Inc. (collectively, "IAS"), privately held affiliated
companies located in Cambridge, Massachusetts. IAS provides custom automation
technology and products for the semiconductor, photonics and life sciences
industries. In consideration, the Company paid IAS and its stockholders (the
"Sellers") $8.0 million of cash and issued or reserved for issuance 209,573
shares of the Company's common stock (the "Brooks Shares"), valued at $9.9
million on the closing date, based on a ten-day trailing average closing price.
140,600 of the Brooks Shares have been reserved for issuance to the Sellers over
a period of three years in accordance with the terms of the Asset Purchase
Agreement, dated as of February 15, 2002 (the "Asset Purchase Agreement"), by
and among Brooks, IAS, Steven J. Gordon, Ph.D. and Laurence Chin.
The Brooks Shares were issued and will be issued pursuant to the exemptions
from registration contained in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"). The Company has agreed to file a registration
statement on Form S-3 within 90 days after the closing date covering the resale
by the Sellers of 68,973 of the Brooks Shares.
The terms of the acquisition of substantially all of the assets of IAS are
more fully described in the Asset Purchase Agreement.
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 the Sellers. Prior to the completion of the transaction, we
had no material relationship with IAS.
ITEM 7. EXHIBITS
ITEM NO. DESCRIPTION
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2.1 Asset Purchase Agreement dated February 15, 2002, by and among Brooks
Automation, Inc., Intelligent Automation Systems, Inc., Intelligent
Automation Systems, Inc. Trust, IAS Products, Inc., Steven J. Gordon,
Ph.D. and Laurence Chin
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: February 28, 2002 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