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 9, 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 9, 2001, Brooks Automation, Inc. acquired 90% of the capital
stock of Tec-Sem A.G., a Swiss company ("Tec-Sem"), from its owners (the
"Vendors") in exchange for $12.9 million in cash and 131, 750 shares of our
Common Stock, with the purchase price subject to downward adjustment if the net
book value of the assets on the closing date is less than it was on June 30,
2001. At the same time, we also obtained an option, and one of the Vendors was
given a put, to acquire the remaining 10% of the stock of Tec-Sem from that
Vendor in March 2002 for $1.1 million in cash and 23,250 shares of our Common
Stock. Also as part of the transaction, we made stock grants to certain key
non-owner employees of Tec-Sem. The transaction will be accounted for as a
purchase of assets in exchange for a combination of cash and Brooks' Common
Stock totaling approximately $20 million.
The shares of our Common Stock issued or to be issued in connection
with the transaction (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") and Regulation S
thereunder. However, in connection with the acquisition, we agreed to file a
registration statement on Form S-3 within 90 days after the closing date
covering the resale by the Vendors and the key employees of the Brooks Shares
received in the transaction.
Separate from securities restrictions, the Brooks Shares are subject to
contractual restrictions on sale which lapse over a three year period after
closing.
Originally founded as Tec-Sem Blattner AG in 1988, Tec-Sem AG is a
leading manufacturer of bare reticle stockers, tool buffers and batch transfer
systems for the semiconductor industry. Tec-Sem's products, which are sold
directly to semiconductor manufacturers, include its bare reticle stocker and
its test wafer stocker. Tec-Sem pioneered both of these stocker technologies,
which are characterized by an ultra-dense, highly cost-effective storage
methodology in which substrates are stored "bare" rather than in carriers.
Tec-Sem is currently the leading supplier of these systems worldwide. Tec-Sem's
tool OEM solutions focus primarily on batch handling and the large tool buffer
requirements of wet benches, furnaces and high-throughput process tools. In the
last year alone, Tec-Sem's tool buffers and batch handling systems were
installed in several dozen 300mm tools.
The terms of the acquisition of Tec-Sem are more fully described in the
Share Purchase Agreement dated October 9, 2001, among Brooks, its Luxembourg
subsidiary, and the Vendors, 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 the Vendors. Prior to the completion of the transaction,
we had no material relationship with Tec-Sem.
ITEM 7. EXHIBITS
ITEM NO. DESCRIPTION
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2.1 Share Purchase Agreement dated October 9, 2001 between
Jakob Blattner, Alwo AG, Rodolfo Fererici, Walter
Grobli the Registrant
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 19, 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