-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HhEw8pm5Do7hR7nZxTzJfNHx/iNYmv3Rn66JQ+T3G6LLLtTwmaaF5JDxlaiiyN+O EXV48MpJcAJ06yM6BFzQkQ== 0000927016-98-003772.txt : 19981102 0000927016-98-003772.hdr.sgml : 19981102 ACCESSION NUMBER: 0000927016-98-003772 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981030 EFFECTIVENESS DATE: 19981030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66457 FILM NUMBER: 98734616 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5084531112 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 30, 1998 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKS AUTOMATION, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-3040660 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 15 ELIZABETH DRIVE, CHELMSFORD, MA 01824 ----------------------------------------- (Address of Principal Executive Offices) (Zip Code) BROOKS AUTOMATION, INC. 1992 COMBINATION STOCK OPTION PLAN BROOKS AUTOMATION, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN --------------------------------------------------------- (Full Title of the Plans) ROBERT J. THERRIEN, PRESIDENT BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD, MA 01824 --------------------- (Name and Address of Agent For Service) (978) 262-2400 -------------- (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE ===============================================================================
Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Offer- Registra- Registered Registered Per Share(1) ing Price(1) tion fee - ---------------- ------------- ----------------- ----------------- --------- Common Stock, 500,000(2) $12.75 $6,375,000 $1,772.25 $.01 par value
=============================================================================== This Registration Statement relates to the registration of additional securities of the same class as other securities for which a Registration Statement filed on this Form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statements on Form S-8 (Registration No. 333-07313) and Form S-8 (Registration No. 333-07315) are hereby incorporated herein by reference. (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 National Association of Securities Dealers National Market System on October 27, 1998. (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. EXHIBIT INDEX AT PAGE II-3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. -------- (5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer. (23.1) Consent of PricewaterhouseCoopers LLP. (23.2) Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion filed as Exhibit 5.1 hereof). (24.1) Power of Attorney (included on Signature Page). (99.2) Registrant's 1992 Combination Stock Option Plan, as amended - Filed as Exhibit 99.2 to Registrant's Registration Statement No. 333-07313 on Form S-8.* (99.3) Registrant's 1995 Employee Stock Purchase Plan, as amended - Filed as Exhibit 99.3 to Registrant's Registration Statement No. 333-07315 on Form S-8.* * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. II-1 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 16th day of October, 1998. BROOKS AUTOMATION, INC. By: /s/ Robert J. Therrien --------------------------------- Robert J. Therrien Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Robert J. Therrien and Deborah D. Fox and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 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 and Principal October 16, 1998 Robert J. Therrien Executive Officer /s/ Deborah D. Fox - ----------------------- Principal Financial and October 16, 1998 Deborah D. Fox Accounting Officer /s/ Roger D. Emerick - ----------------------- Director October 27, 1998 Roger D. Emerick - ----------------------- Director October __, 1998 Amin D. Khoury II-2 INDEX TO EXHIBITS EXHIBIT SEQUENTIAL NUMBER PAGE NUMBER - --------- ----------- (5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer. (23.1) Consent of PricewaterhouseCoopers LLP. (23.2) Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion filed as Exhibit 5.1 hereof). (99.2) Registrant's 1992 Combination Stock Option Plan, as amended - Filed as Exhibit 99.2 to Registrant's Registration Statement No. 333-07313 on Form S-8.* (99.3) Registrant's 1995 Employee Stock Purchase Plan, as amended - Filed as Exhibit 99.3 to Registrant's Registration Statement No. 333-07315 on Form S-8.* * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. EX-5.1 2 LEGAL OPINION OF BROWN, RUDNICK, FREED & GESMER Exhibit 5.1 October 30, 1998 Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 RE: Brooks Automation, Inc. Registration Statement on Form S-8 ---------------------------------------------------------- Ladies and Gentlemen: We are general counsel to Brooks Automation, Inc., a Delaware corporation (the "Company"). We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 500,000 shares of the Company's Common Stock, $.01 par value (the "Shares"). The Shares are issuable upon exercise of options granted or to be granted pursuant to the Company's: (1) 1992 Combination Stock Option Plan, as amended (the "1992 Plan"); and (2) 1995 Employee Stock Purchase Plan (the "1995 Plan"). In connection with this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. A copy of the Certificate of Incorporation of the Company as in effect on the date hereof; 2. A copy of the By-Laws of the Company as in effect on the date hereof; 3. The corporate minute books or other records of the Company relating to the proceedings of stockholders and directors of the Company; 4. The 1992 Plan; 5. The 1995 Plan; and 6. The Registration Statement. For purposes of this opinion, we have assumed without any investigation: (1) the legal capacity of each natural person; (2) the genuineness of each signature; (3) the completeness of each document submitted to us as an original and the conformity with the original of each document submitted to us as a copy; and (4) the completeness, accuracy and proper indexing of all governmental records. Brooks Automation, Inc. October 30, 1998 Page 2 We have not, except as specifically noted herein, made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound. Nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. Our opinion contained herein is limited to the laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and to federal law. Our opinion hereafter expressed is based solely upon: (1) our review of the Documents; (2) discussions with certain officers of the Company with respect to the Documents; (3) discussions with those of our attorneys who have devoted substantive attention to the matters contained herein; and (4) such review of published sources of law as we have deemed necessary. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the 1992 Plan and the 1995 Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm wherever it appears in the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER By: Brown, Rudnick, Freed & Gesmer, P.C. a partner By: /s/ Philip J. Flink --------------------------------- Philip J. Flink, a Member hereunto duly authorized PJF/LML/SPW/TDL EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 12, 1997, which appears on page 42 of the 1997 Annual Report to Shareholders of Brooks Automation, Inc., which is incorporated by reference in Brooks Automation, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 13 of such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Boston, Massachusetts October 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----