SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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May 2, 2002
Dear Brooks Shareholders:
As we approach our 2002 Annual Meeting of Shareholders on May 13, 2002, I would
like to explain again why we need your support by voting with management on the
proxy proposals. I would also like to emphasize that we at Brooks believe in and
abide by the principles of good corporate governance and I want to explain the
steps we plan on taking to strengthen these principles even more.
The ballot items relating to the acquisition of PRI Automation, Inc. - Proposals
Nos. 1, 2, and 4 - are being viewed in a favorable manner as evidenced in our
initial discussions with shareholders. We believe that we can secure the
approval of both Brooks' and PRI's shareholders at our respective annual
meetings. We have completed the customary regulatory reviews both at the
Department of Justice and the Securities and Exchange Commission. We will still
count on your actual vote to make this merger a reality. With your vote for the
merger, we do not anticipate using the power to adjourn the Annual Meeting
(Proposal No. 2) which was designed to allow our board of directors sufficient
time to solicit additional proxies in favor of the PRI acquisition (Proposal
No. 1).
We have examined the concern of some corporate governance bodies on the manner
in which directors are nominated. I am pleased to announce that the board plans
on establishing a nominating committee of independent directors, within the next
six months, much the same way we have independent audit and compensation
committees. As a result, I am asking you to vote in favor of all the nominees to
the board of directors (proposal No. 3). All directors serve one-year terms and
stand for election or re-election together. The five nominees for Brooks and the
two additional directors to be added upon completion of the acquisition of PRI
look forward to serving the interests of the combined companies'shareholders.
The most frequently raised questions in our dialogue with shareholders centers
on the increase in the number of shares of Brooks common stock authorized for
use under the three plans represented by Proposals Nos. 5, 6 and 7. While the
increases to the 1995 Employee Stock Purchase Plan (Proposal No. 5) and the 1993
Non-employee Director Stock Option Plan (Proposal No. 6) are modest and surely
reasonable, a number of questions center on the proposed increase to the 2000
Combination Stock Option Plan (Proposal No. 7). This plan benefits ALL
EMPLOYEES. The request we are making in Proposal No. 7 enables Brooks to have
the flexibility to reward stock options as a tool for motivating and retaining
dedicated and hard working employees in line with standard industry practice. It
is especially essential that the right management team is in place and ensured
of long term rewards as they lead the company in the challenge ahead. The
proposal also takes into consideration the needs of the combined companies, and
is built on the experience we have in integrating, retaining and motivating
employees from previous acquisitions. Requests for all three plans anticipate
the reasonable needs of the combined business for the next two to three years
and we believe the amounts are appropriate for our size company in this
industry. We believe in making our needs known up front, covering a few years
rather than making a smaller request annually for only the current year's
requirements.
In addition, we have noted shareholder questions about possible repricing of
underwater options, given the cyclical nature of the business and the volatile
stock of companies in this industry. The directors and I have pledged to
explicitly prohibit re-pricing, replacing and re-granting previously awarded
options without prior approval of our shareholders. This change will be made at
the next regular board meeting. I strongly urge you to give management the tools
it needs in Proposals Nos. 5, 6 and 7 to continue our successful track record in
becoming the leader in the highly competitive automation market.
On behalf of the board of directors, I strongly urge you once again to vote in
favor of these proposals. Your vote is important to Brooks and all items need to
be voted. If we can address any of your questions, please contact us through our
investor relations department at 978-262-5799 or at INVESTOR@BROOKS.COM.
Sincerely,
Robert J. Therrien
President and Chief Executive Officer