Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68062
Prospectus Supplement No. 11
To Prospectus dated September 6, 2001
$175,000,000
Brooks Automation, Inc.
4.75% Convertible Subordinated Notes Due 2008 and
the Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement no. 11 relates to the resale by the selling
securityholders of 4.75% convertible subordinated notes due June 1, 2008, of
Brooks Automation, Inc. and the shares of common stock, $.01 par value, of
Brooks Automation, Inc. issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated September 6, 2001, the prospectus supplement no. 1 dated
September 19, 2001, prospectus supplement no. 2 dated September 27, 2001,
prospectus supplement no. 3 dated October 24, 2001, prospectus supplement no. 4
dated November 2, 2001, prospectus supplement no. 5 dated December 4, 2001,
prospectus supplement no. 6 dated December 7, 2001, prospectus supplement no. 7
dated January 16, 2002, prospectus supplement no. 8 dated March 12, 2002,
prospectus supplement no. 9 dated March 27, 2002 and prospectus supplement
no. 10 dated April 17, 2002, which are to be delivered with this prospectus
supplement no. 11. All capitalized terms used but not defined in this prospectus
supplement no. 11 shall have the meaning given them in the prospectus.
The following table contains information as of May 3, 2002, with respect to
certain selling securityholders and the principal amount of notes and underlying
common stock beneficially owned by each of the selling securityholders listed
herein that may be offered using this prospectus. The information is based on
information provided by or on behalf of the selling securityholders and may have
changed as of the date hereof. Because the selling securityholders may offer all
or some of their notes or the underlying common stock from time to time, we
cannot estimate the amount of the notes or underlying common stock that will be
held by the selling securityholders upon the termination of any particular
offering. The column showing ownership after completion of the offering assumes
that the selling securityholders will sell all of the securities offered by this
prospectus. The selling securityholders listed in the table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their notes since the date on which the
information in the table is presented. Information about the selling
stockholders may change over time. Any change in this information will be set
forth in prospectus supplements, if required. None of the selling
securityholders or any of its affiliates, officers, directors or principal
equity holders has held any position or office or has had any material
relationship with us or our affiliates within the past three years.
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# OF SHARES OF COMMON
PRINCIPAL AMOUNT # OF SHARES OF STOCK TO BE BENEFICIALLY
OF NOTES COMMON STOCK # OF SHARES OF OWNED AFTER COMPLETION
BENEFICIALLY PERCENTAGE BENEFICIALLY COMMON STOCK OF OFFERING AND % OF
NAME OF SELLING OWNED THAT MAY OF NOTES OWNED PRIOR TO THAT MAY BE COMMON STOCK
SECURITYHOLDER BE SOLD ($) OUTSTANDING THE OFFERING(1) SOLD(1) OUTSTANDING(2)
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Victory Capital
Management as Agent
for Parker
Key/Convertible 160,000 0.09% 2,278 2,278 0
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Any other holder of
notes or future
transferee, pledgee
donee or successor(3)(4)
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(1) Assumes conversion of all of the holder's notes at a conversion price of
$70.23 a share of common stock. Fractions of a share are not included for
the purposes of this calculation. The conversion price will be subject to
adjustment as described under "Description of Notes - Conversion of Notes."
As a result, the amount of common stock issuable upon conversion of the
notes may increase or decrease in the future.
(2) The selling stockholder listed herein will own less than 1% of the total
shares of common stock outstanding upon completion of the offering.
(3) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(4) Assumes that any other holders of notes, or any future transferees,
pledgees, donees or successors of or from any other such holders of notes,
do not beneficially own any common stock other than the common stock
issuable upon conversion of the notes at the initial conversion rate.
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INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is May 3, 2002