As filed with the Securities and Exchange Commission on May 13, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC.
1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full Title of the Plan)
ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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(Name and Address of Agent For Service)
(978) 262-2400
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) fee
---------- ---------- -------- -------- ---
Common Stock, $.01 500,000 (2) $ 32.49 $16,245,000 $1,494.54
par value shares
Preferred Share 500,000 ---- ---- ----
Purchase Rights (3)
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This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a registration statement on this
form relating to an employee benefit plan is effective. Pursuant to General
Instruction E of Form S-8, this registration statement incorporates by reference
the following registration statements filed by Registrant on Form S-8:
Registration No. 333-22717 and Registration No. 333-66429, relating to an
aggregate of 190,000 shares issuable under the Registrant's 1993 Nonemployee
Director Stock Option Plan.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's common stock on the
Nasdaq National Market on May 7, 2002.
(2) Such presently indeterminable number of additional shares of common stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the common stock.
(3) On July 23, 1997, the Board of Directors of the Registrant declared a
dividend of one preferred share purchase right for each share of common
stock outstanding on August 21, 1997. The 500,000 rights registered by
this Registration Statement represent one right that may be issued in
connection with each share of common stock issuable upon exercise of
options granted or to be granted under the Registrant's 1993 Nonemployee
Director Stock Option Plan. Such presently indeterminable number of
rights are also registered by this Registration Statement as may be
issued in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other similar change in
common stock. The rights are not separately transferable apart from the
common stock, nor are they exercisable until the occurrence of certain
events. Accordingly, no independent value has been attributed to the
rights.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit Description Reference
------- ----------- ---------
No.
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4.01 Specimen Certificate for shares of the Registrants common stock. A*
4.02 Description of Capital Stock. B*,C*
4.03 Rights Agreement, dated July 23, 1997. C*,D*
4.04 Amendment to the Rights Agreement between the Registrant and Equiserve Trust Company, N.A. as D*
Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. D*
4.06 Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America E*
Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W E*
Zander Holding GmbH and Robert J. Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust Company F*
(as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First F*
Boston Corporation and SG Cowen Securities Corporation (as representatives of several purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of F*
$175,000,000 dated as May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology, Inc. G*
by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially all H*
of the assets of Intelligent Automation Systems, Inc., Intelligent Automation Systems, Inc. Trust
and IAS Products, Inc. by the Registrant.
4.13 Form of Certificate of Designations, Preferences, Rights and Limitations of Special Voting I*
Preferred Stock of the Registrant.
5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith
23.01 Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant). Filed herewith
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.03 Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.). Filed herewith
23.04 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit 5.01 Filed herewith
to this Registration Statement).
24.01 Power of Attorney (included on the signature page of this Registration Statement). Filed herewith
99.04 Registrant's 1993 Nonemployee Director Stock Option Plan, as amended. Filed herewith
-------------------
A. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
B. Incorporated by reference to the Registrant's Form 8-A filed on January
27, 1995.
C. Incorporated by reference to the Registrant's Form 8-A filed on August 7,
1997.
D. Incorporated by reference to the Registrant's annual report on Form 10-K
filed on December 13, 2001 for the fiscal year ending September 30, 2001.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000 and amended on February 14, 2000.
F. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001.
G. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
H. Incorporated by reference to the Registrant's current report on Form 8-K
filed on March 1, 2002.
I. Incorporated by reference to the Registrant's registration statement on
Form S-3/A filed on May 13, 2002.
* In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, reference is made to the documents previously filed with the Securities
and Exchange Commission, which documents are hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
13th day of May, 2002.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
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Robert J. Therrien
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert J. Therrien and Ellen B.
Richstone, and each of them (with full power to each of them to act alone), his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert J. Therrien
------------------------ Director, Chief Executive Officer May 13, 2002
Robert J. Therrien and President (Principal Executive
Officer)
/s/ Ellen B. Richstone
------------------------ Senior Vice President Finance and May 13, 2002
Ellen B. Richstone Administration and Chief Financial
Officer (Principal Financial
Officer)
/s/ Steven E. Hebert
------------------------ Principal Accounting Officer May 13, 2002
Steven E. Hebert
/s/ Roger D. Emerick
------------------------ Director May 13, 2002
Roger D. Emerick
/s/ Amin J. Khoury
------------------------ Director May 13, 2002
Amin J. Khoury
/s/ Juergen Giessmann
------------------------ Director May 13, 2002
Juergen Giessmann
/s/ Joseph Martin
------------------------ Director May 13, 2002
Joseph Martin
INDEX TO EXHIBITS
Exhibit Description Reference
------- ----------- ---------
No.
---
4.01 Specimen Certificate for shares of the Registrants common stock. A*
4.02 Description of Capital Stock. B*, C*
4.03 Rights Agreement, dated July 23, 1997. C*, D*
4.04 Amendment to the Rights Agreement between the Registrant and Equiserve Trust Company, N.A. as D*
Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. D*
4.06 Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America E*
Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W E*
Zander Holding GmbH and Robert J. Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust F*
Company (as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First F*
Boston Corporation and SG Cowen Securities Corporation (as representatives of several
purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of F*
$175,000,000 dated as May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology, G*
Inc. by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially H*
all of the assets of Intelligent Automation Systems, Inc., Intelligent Automation Systems,
Inc. Trust and IAS Products, Inc. by the Registrant.
4.13 Form of Certificate of Designations, Preferences, Rights and Limitations of Special Voting I*
Preferred Stock of the Registrant.
5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith
23.01 Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant). Filed herewith
23.02 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.03 Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.). Filed herewith
23.04 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit Filed herewith
5.01 to this Registration Statement).
24.01 Power of Attorney (included on the signature page of this Registration Statement). Filed herewith
99.04 Registrant's 1993 Nonemployee Director Stock Option Plan, as amended. Filed herewith
---------------
A. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
B. Incorporated by reference to the Registrant's Form 8-A filed on January
27, 1995.
C. Incorporated by reference to the Registrant's Form 8-A filed on August 7,
1997.
D. Incorporated by reference to the Registrant's annual report on Form 10-K
filed on December 13, 2001 for the fiscal year ending September 30, 2001.
E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000 and amended on February 14, 2000.
F. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001.
G. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
H. Incorporated by reference to the Registrant's current report on Form 8-K
filed on March 1, 2002.
I. Incorporated by reference to the Registrant's registration statement on
Form S-3/A filed on May 13, 2002.
* In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, reference is made to the documents previously filed with the Securities
and Exchange Commission, which documents are hereby incorporated by reference.