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

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:

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))

 

 

TABLE OF CONTENTS

Item 2.01		Completion of Acquisition or Disposition of Assets			1
Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
		Compensatory Arrangements of Certain Officers			1
Item 9.01		Financial Statements and Exhibits			1
Exhibits					7
Signatures					8

Item 2.01 Completion of Acquisition or Disposition of Assets

     On March 30, 2007, Brooks Automation, Inc., a Delaware corporation (the “Company”), completed the sale of its software division, Brooks Software, to Applied Materials, Inc., a Delaware corporation (“Applied”) for $125 million in cash consideration and the assumption of certain liabilities related to Brooks Software. Brooks Software is a provider of real-time applications for greater efficiency and productivity in collaborative, complex manufacturing environments. The Company transferred to Applied substantially all of its assets primarily related to Brooks Software, including the stock of several subsidiaries engaged only in the business of Brooks Software, and Applied assumed certain liabilities related to Brooks Software. A portion of the cash consideration was placed in escrow to secure certain indemnification obligations of the Company and certain potential tax withholding obligations. In addition, the cash consideration is subject to a post-closing adjustment based on the net asset value of certain assets and liabilities transferred.

     The sale was consummated pursuant to the terms of an Asset Purchase Agreement dated as of November 3, 2006 by and between the Company and Applied (the “Purchase Agreement”). Applied is among the Company’s largest customers for tool automation products. The purchase price for Brooks Software was determined by arm’s-length negotiations between the Company and Applied.

     The foregoing description of the sale transaction and of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, which Exhibit is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2006.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     In connection with the Company’s disposition of the Brooks Software Division, the President of the Brooks Software Division, Joseph Bellini, has resigned from the Company, effective March 30, 2007.

Item 9.01 Financial Statements and Exhibits

(b)

Pro Forma Financial Information

Unaudited Pro Forma Consolidated Balance Sheets as of December 31, 2006
Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended September 30, 2006
Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended September 30, 2005
Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended September 30, 2004
Notes to Unaudited Consolidated Financial Statements

PRO FORMA FINANCIAL INFORMATION

     The unaudited pro forma financial information is filed as part of this Current Report on Form 8-K to reflect the disposition by the Company of its software division. As reported in Item 2.01 above, on March 30, 2007, the Company completed the sale of Brooks Software to Applied Materials, Inc. for $125 million in cash, subject to adjustment.

     Brooks Software has historically been a separate reportable segment of the Company and, accordingly, the sale of Brooks Software meets the criteria for presentation as a discontinued operation or segment of a business under the provisions of Financial Accounting Standards Board No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company presented the operating results of Brooks Software as discontinued operations in its financial statements beginning with its Quarterly Report on Form 10-Q for the quarter ended December 31, 2006.

     The following unaudited pro forma consolidated financial information reflects the pro forma impact of the sale of Brooks Software on the Company’s financial position and results of operations for the historical periods presented. The unaudited pro forma consolidated balance sheet is presented as of December 31, 2006 and reflects the historical financial position of the Company with pro forma adjustments to reflect the disposition of Brooks Software as if the sale had been consummated on that date. The unaudited pro forma consolidated statements of operations are presented for the years ended September 30, 2006, 2005 and 2004, and reflect the Company’s historical results of operations with pro forma adjustments to reflect the disposition of Brooks Software as if the sale had been consummated at October 1, 2003. Certain management assumptions are described in the accompanying notes to the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements should be read in conjunction with such notes, the Company’s Annual Report on Form 10-K for the year ended September 30, 2006, as filed with the Commission on December 14, 2006, and the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, as filed with the Commission on February 7, 2007.

     The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have actually occurred if the disposition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results or financial position.

BROOKS AUTOMATION, INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2006
(unaudited)
(In thousands, except share and per share data)

						Pro Forma				Pro Forma
		Historical				Adjustments				Total
Assets
Current assets
Cash and cash equivalents		$	134,118			$	123,000	(1)		$	257,118
Marketable securities			33,956				—				33,956
Accounts receivable, net			120,177				2,000	(1)			122,177
Inventories, net			105,508				—				105,508
Current assets from discontinued operations			22,384				(22,384	)			—
Prepaid expenses and other current assets			19,773				—				19,773
Total current assets			435,916				102,616				538,532
Property, plant and equipment, net			76,222				—				76,222
Long-term marketable securities			16,026				—				16,026
Goodwill			313,657				—				313,657
Intangible assets, net			88,388				—				88,388
Non-current assets from discontinued operations			42,065				(42,065	)			—
Equity investment in Ulvac Cryogenics, Inc.			21,825				—				21,825
Other assets			5,598				—				5,598
Total assets		$	999,697			$	60,551			$	1,060,248
Liabilities, minority interests and stockholders’ equity
Current liabilities
Current portion of long-term debt		$	8			$	—			$	8
Accounts payable			65,108				—				65,108
Deferred revenue			7,872				—				7,872
Accrued warranty and retrofit costs			11,895				—				11,895
Accrued compensation and benefits			18,172				—				18,172
Accrued restructuring costs			5,981				—				5,981
Accrued income taxes payable			15,153				2,000	(2)			17,153
Current liabilities from discontinued operations			22,027				(22,027	)			—
Accrued expenses and other current liabilities			16,177				7,097	(3)			23,274
Total current liabilities			162,393				(12,930	)			149,463
Long-term debt			9				—				9
Accrued long-term restructuring			8,370				—				8,370
Non-current liabilities from discontinued operations			1,014				(1,014	)			—
Other long-term liabilities			2,697				—				2,697
Total liabilities			174,483				(13,944	)			160,539
Contingencies
Minority interests			230				—				230
Stockholders’ equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding			—				—				—
Common stock, $0.01 par value, 125,000,000 shares authorized, 75,561,192 shares issued and outstanding at December 31, 2006			756				—				756
Additional paid-in capital			1,765,475				—				1,765,475
Accumulated other comprehensive income			16,913				(2,113	)			14,800
Accumulated deficit			(958,160	)			76,608	(4)			(881,552	)
Total stockholders’ equity			824,984				74,495				899,479
Total liabilities, minority interests and stockholders’ equity		$	999,697			$	60,551			$	1,060,248

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

BROOKS AUTOMATION, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2005
(unaudited)
(In thousands, except per share data)

						Pro Forma				Pro Forma
		Historical				Adjustments				Total
Revenues
Product		$	338,072			$	(28,047	) (5)		$	310,025
Services			125,674				(65,921	) (5)			59,753
Total revenues			463,746				(93,968	)			369,778
Cost of revenues
Product			239,024				(4,881	) (5)			234,143
Services			64,586				(28,737	) (5)			35,849
Total cost of revenues			303,610				(33,618	)			269,992
Gross profit			160,136				(60,350	)			99,786
Operating expenses
Research and development			63,115				(26,528	) (5)			36,587
Selling, general and administrative			84,797				(25,396	) (5)			59,401
Restructuring charges			16,542				(6,123	) (5)			10,419
Total operating expenses			164,454				(58,047	)			106,407
Loss from continuing operations			(4,318	)			(2,303	)			(6,621	)
Interest income			9,284				—				9,284
Interest expense			9,469				—				9,469
Other (income) expense, net			(1,752	)			—				(1,752	)
Loss from continuing operations before income taxes and minority interests			(2,751	)			(2,303	)			(5,054	)
Income tax provision (benefit)			5,204				(4,446	) (5)			758
Loss from continuing operations before minority interests			(7,955	)			2,143				(5,812	)
Minority interests in income of consolidated subsidiary			141				—				141
Loss from continuing operations		$	(8,096	)		$	2,143			$	(5,953	)
Basic loss per share from continuing operations		$	(0.18	)						$	(0.13	)
Diluted loss per share from continuing operations		$	(0.18	)						$	(0.13	)
Shares used in computing loss per share
Basic			44,919								44,919
Diluted			44,919								44,919

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BROOKS AUTOMATION, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2004
(unaudited)
(In thousands, except per share data)

						Pro Forma				Pro Forma
		Historical				Adjustments				Total
Revenues
Product		$	402,252			$	(44,972	) (5)		$	357,280
Services			132,801				(74,607	) (5)			58,194
Total revenues			535,053				(119,579	)			415,474
Cost of revenues
Product			244,894				(7,582	) (5)			237,312
Services			90,493				(42,455	) (5)			48,038
Total cost of revenues			335,387				(50,037	)			285,350
Gross profit			199,666				(69,542	)			130,124
Operating expenses
Research and development			66,266				(29,010	) (5)			37,256
Selling, general and administrative			90,227				(22,699	) (5)			67,528
Restructuring charges			5,356				(1,324	) (5)			4,032
Total operating expenses			161,849				(53,033	)			108,816
Income from continuing operations			37,817				(16,509	)			21,308
Interest income			4,984				—				4,984
Interest expense			9,492				—				9,492
Other (income) expense, net			911				—				911
Income from continuing operations before income taxes and minority interests			32,398				(16,509	)			15,889
Income tax provision (benefit)			8,053				11,693	(5)			(3,640	)
Income from continuing operations before minority interests			24,345				(4,816	)			19,529
Minority interests in income (loss) of consolidated subsidiary			211				—				211
Income from continuing operations		$	24,134			$	(4,816	)		$	19,318
Basic income per share from continuing operations		$	0.56							$	0.45
Diluted income per share from continuing operations		$	0.55							$	0.44
Shares used in computing earnings per share
Basic			43,006								43,006
Diluted			43,573								43,573

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The unaudited pro forma consolidated financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

1. BASIS OF PRO FORMA PRESENTATION

     On November 3, 2006, Brooks Automation, Inc. (“Brooks”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Applied Materials, Inc., a Delaware corporation (“Applied”). Under the terms of the Purchase Agreement, Brooks divested and sold its software division, Brooks Software, to Applied for $125 million in cash consideration. Brooks transferred to Applied substantially all of its assets primarily related to Brooks Software, including the stock of several subsidiaries engaged only in the business of Brooks Software, and Applied assumed certain liabilities related to Brooks Software. A portion of the cash consideration was placed in escrow to secure certain indemnification obligations of the Company and certain potential tax withholding obligations. In addition, the cash consideration is subject to a post-closing adjustment based on the net asset value of certain assets and liabilities transferred.

     Applied Materials is among Brooks’ largest customers for tool automation products.

     For a more complete description of the terms of the transaction, please refer to Item 2.01 above and to the Purchase Agreement, which is incorporated by reference as an exhibit to this Current Report on Form 8-K. The sale of Brooks Software closed on March 30, 2007 (the “Disposition”). Brooks presented the operating results of Brooks Software as discontinued operations in its financial statement disclosures beginning with its Quarterly Report on Form 10-Q for the quarter ended December 31, 2006. The unaudited proforma financial information for the years ended September 30, 2006, 2005 and 2004 is presented herein because Brooks Software has not been presented as discontinued operations in the Company’s consolidated financial statements for periods preceding the signing of the Purchase Agreement. As a result, the historical results have been adjusted on a pro forma basis to give effect to the Disposition.

     The unaudited pro forma consolidated balance sheet as of December 31, 2006 was prepared using the historical consolidated balance sheet data for the Company and adjustments as if the Disposition had been consummated on December 31, 2006. The unaudited pro forma consolidated statements of operations for the years ended September 30, 2006, 2005 and 2004 give effect to the Disposition as if it had occurred as of October 1, 2003.

2. PRO FORMA ADJUSTMENTS

     The unaudited pro forma consolidated balance sheet and statements of operations give effect to the following pro forma adjustments:

Balance Sheet

	(1)		To reflect estimated net cash proceeds of approximately $125 million from the sale of Brooks Software as if the Disposition had occurred on December 31, 2006.
	(2)		To reflect the estimated income tax liability related to the estimated gain on the Disposition.
	(3)		To reflect estimated legal, consulting and other costs directly associated with the Disposition.
	(4)		To reflect the estimated after-tax net gain of approximately $77 million related to the Disposition. The actual net gain to be reported in discontinued operations in the Company’s income statement is subject to change pending final determination of the working capital of Brooks Software, transaction costs and other adjustments.

Statements of Operations

(5)

To reflect the elimination of the financial results of Brooks Software and certain expenses incurred on behalf of Brooks Software transferred to Applied in connection with the Disposition that are included in the historical consolidated financial statements of the Company.

     (d) Exhibits

     The following Exhibit 2.1 is filed as a part of this Current Report on Form 8-K:

Exhibit No.		Description
2.1		Asset Purchase Agreement dated as of November 3, 2006 between Brooks Automation, Inc. and Applied Materials, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2006).

SIGNATURES

     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 hereunto duly authorized.

Date: April 5, 2007