SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 23, 2001
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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)
000-25434 04-304660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA 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. OTHER EVENTS.
On October 23, 2001, the Registrant, a Delaware corporation, Pontiac
Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of
the Registrant ("Brooks Merger Sub"), and PRI Automation, Inc., a Massachusetts
corporation ("PRI"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Following the merger, PRI will become a wholly owned subsidiary of
the Registrant. Pursuant to the Merger Agreement and subject to the terms and
conditions contained therein, Merger Sub will merge with and into PRI, as a
result of which holders of PRI Common Stock will receive 0.52 shares of the
Registrant's Common Stock for each share of PRI Common Stock outstanding at the
time of the merger.
PRI supplies advanced factory automation systems, software, and services
that optimize the productivity of semiconductor and precision electronics
manufacturers, as well as OEM process tool manufacturers.
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 the Registrant's Common Stock in the merger by the stockholders of
the Registrant.
In addition, the directors and certain executive officers of the Registrant
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 the Registrant equal to $14,000,000.
Subject to stockholder approval, upon consummation of the merger, the
Registrant will change its name to Brooks-PRI Automation, Inc., the Registrant's
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.
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 the Registrant 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 and incorporated by
reference.
A joint press release issued by the Registrant and PRI announcing the
execution of the Merger Agreement is attached as Exhibit 99.1 and is
incorporated by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger dated October 23, 2001 among
the Registrant, Pontiac Acquisition Corp. and PRI
Automation, Inc.
99.1 Press Release dated October 23, 2001, entitled "Brooks and
PRI to Merge, Creating Semiconductor Industry's Leading
Supplier of Automation Systems, Software and Services."
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, thereunto duly authorized.
BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
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Name: Ellen B. Richstone
Title: Senior Vice President of Finance and
Administration and Chief Financial
Officer
Dated: October 26, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger dated October 23, 2001 among the
Registrant, Pontiac Acquisition Corp. and PRI Automation, Inc.
99.1 Press Release dated October 23, 2001, entitled "Brooks and PRI to
Merge, Creating Semiconductor Industry's Leading Supplier of
Automation Systems, Software and Services."