UNITED STATES
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): June 30, 2006
| |
|
|
| BROOKS AUTOMATION, INC. |
| (Exact name of registrant as specified in its charter) |
| |
| |
|
|
| DELAWARE |
| (State or other jurisdiction of incorporation |
| |
| |
|
|
| 0-25434 |
|
04-3040660 |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| |
|
|
| 15 Elizabeth Drive, Chelmsford, MA |
|
01824 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
| |
|
|
Registrant’s telephone number, including area code: 978-262-2400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 30, 2006, Brooks Automation, Inc., or Brooks, and Yaskawa Electric Corporation, or Yaskawa,
completed their previously announced formation of a joint venture in Japan known as Yaskawa Brooks
Automation, Inc. or YBA. YBA will be the exclusive channel for sales, marketing and support in
Japan of Yaskawa’s semiconductor robotics products and Brooks’ automation hardware products.
Brooks also completed its acquisition of Synetics Solutions Inc. from Yaskawa through a merger that
became effective as of July 1, 2006. Synetics Solutions Inc. provides customized manufactured
solutions for the North American semiconductor equipment industry. Pursuant to the merger
agreement, Synetics became a wholly owned subsidiary of Brooks. The final purchase price,
including the repayment of outstanding debt, for Synetics consisted of $45.1 million in cash plus
$3.4 million in adjustments.
In connection with the establishment of the joint venture on June 30, 2006:
| • |
|
Brooks entered into a shareholders’ agreement with Yaskawa and YBA that provides for
Brooks and Yaskawa to jointly control YBA and for each to own 50% of the equity
interests of YBA. The initial term of the shareholders’ agreement is for ten years, and
the term can be extended by mutual agreement for additional five-year terms. The
shareholders’ agreement provides YBA with the exclusive right, beginning on the date on
which YBA commences full operations (expected to occur in September 2006), to market and
sell Yaskawa’s semiconductor robotics products and Brooks’ automation hardware products
to semiconductor customers headquartered in Japan, subject to limited exceptions. YBA
will not, however, sell, market or supply (1) Yaskawa’s robots used for flat panel
display manufacturing and motion control products, (2) Brooks’ software products or (3)
the products of Helix Technology, which Brooks recently acquired. Pursuant to the
shareholders’ agreement, Yaskawa and Brooks each are required to provide YBA with
initial capital of approximately $2.0 million. |
| |
| • |
|
Brooks entered into a supply agreement with YBA pursuant to which Brooks will supply its
products to YBA during the term of the shareholders’ agreement. |
In connection with the completion of the purchase of Synetics, Brooks entered into a supply
agreement with Yaskawa, pursuant to which Brooks will be the exclusive channel for sales, marketing
and support to semiconductor customers headquartered in North America of Yaskawa’s semiconductor
robotics products, subject to limited exceptions. Yaskawa’s robots used for flat panel display
manufacturing and motion control products are excluded from this supply agreement. The initial
term of this supply agreement is for ten years, and can be extended by mutual agreement for
additional five-year terms.
ITEM 8.01. OTHER EVENTS
On June 30, 2006, Brooks issued a press release announcing that it and Yaskawa had completed their
previously announced formation of a joint venture in Japan and Brooks’ previously announced
acquisition of Synetics Solutions Inc. from Yaskawa. The full text of this press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934
except as expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
99.1
|
|
Press release issued by Brooks Automation, Inc. on June 30, 2006. |
2