8-K

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

Date of report (Date of earliest event reported): June 28, 2011

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))

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 28, 2011, Brooks Automation, Inc. (“Brooks” or the “Company”) completed the previously announced sale of the assets (the “Asset Sale”) related to Brooks’ contract manufacturing business (the “Business”) pursuant to the Master Purchase and Sale Agreement (the “Asset Sale Agreement”), dated as of April 20, 2011, with Celestica Oregon LLC (“Celestica Oregon”), 2281302 Ontario Inc. (together with Celestica Oregon, the “Buyers”) and, solely for the limited purposes set forth in the Asset Sale Agreement, Celestica, Inc. The Business includes, among other things, all of Brooks’ equity interest in Brooks Automation Limited, a limited liability company organized under the laws of Hong Kong and a wholly owned subsidiary of Brooks, which in turn owns all of the outstanding shares of capital stock of Brooks Automation (Wuxi) Limited, a wholly foreign owned enterprise established in Wuxi, Jiangsu Province, People’s Republic of China.

Pursuant to the Asset Sale Agreement, on June 28, 2011, the date of the closing of the Asset Sale (the “Closing”), the Buyers paid Brooks a total purchase price of $78.0 million in cash plus approximately $1.3 million in cash, which represented the cash balances held by Brooks Automation (Wuxi) Limited and Brooks Automation Limited as of the closing date. In addition, the purchase price is subject to a post-closing working capital normalizing adjustment. Brooks and the Buyers have also entered into certain commercial supply and license agreements at the Closing that will govern the ongoing relationship between the Buyers and Brooks going forward. Pursuant to those commercial supply and license agreements, Brooks will supply the Buyers with certain products and will license certain intellectual property needed to run the Business to the Buyers, and the Buyers will supply certain products to Brooks. Pursuant to the Asset Sale Agreement, the Buyers have also agreed to assume certain liabilities related to the Business.

The Asset Sale and the other transactions contemplated thereby were approved by the Company’s Board of Directors on April 18, 2011. The purchase price and other terms of the Asset Sale were negotiated on an arms-length basis and determined as part of a competitive bidding sales process for the Business, which involved discussions by the Company and its financial advisor with a number of potential buyers.

The foregoing description of the Asset Sale is not complete and is subject to and qualified in its entirety by reference to the text of the Asset Sale Agreement, which was filed as Exhibit 2.1 to the Brooks Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2011.

Item 7.01 REGULATION FD DISCLOSURE.

On June 28, 2011, the Company announced updated revenue, net income and adjusted earnings per share guidance for its fiscal quarter ending June 30, 2011. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (b) Pro Forma Financial Information.

The Company’s unaudited pro forma condensed consolidated statements of operations for the six months ended March 31, 2011 and fiscal year ended September 30, 2010, the unaudited pro forma condensed consolidated balance sheet as of March 31, 2011, and the notes to the unaudited pro forma condensed consolidated financial statements are furnished as Exhibit 99.1 to this report.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the Asset Sale been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with (1) the Company’s audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended September 30, 2010, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, which was filed with the SEC on November 23, 2010 and (2) the Company’s unaudited condensed consolidated financial statements and accompanying notes as of and for the six months ended March 31, 2011 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, which was filed with the SEC on May 5, 2011.

     (d) See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.

2

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.

	BROOKS AUTOMATION, INC.
Date: June 29, 2011	/s/ Jason W. Joseph
	Jason W. Joseph
	Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION OF EXHIBITS
2.1	Master Purchase and Sale Agreement, dated as of April 20, 2011, by and among Brooks Automation, Inc., Celestica Oregon LLC, 2281302 Ontario Inc. and, for the limited purposes set forth on the signature page thereto, Celestica Inc. Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 26, 2011 and incorporated herein by reference.
99.1	Unaudited pro forma condensed consolidated statements of operations for the six months ended March 31, 2011 and the fiscal year ended September 30, 2010, and the unaudited pro forma condensed consolidated balance sheet as of March 31, 2011.
99.2	Press release issued on June 28, 2011 by Brooks Automation, Inc.

4

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements of Brooks Automation, Inc. (the “Company”) have been prepared to reflect the closing on June 28, 2011 of the sale of assets related to the Company’s contract manufacturing business, as described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2011 and in Item 2.01 of the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2011 (the “Asset Sale”).

The unaudited pro forma condensed consolidated statements of operations for the six months ended March 31, 2011 and the fiscal year ended September 30, 2010 are based on the Company’s historical consolidated statements of operations, and give effect to the Asset Sale as if it had occurred on October 1, 2009. The anticipated non-recurring after tax gain on the Asset Sale is not reflected in the unaudited pro forma condensed consolidated statements of operations. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 is based on the Company’s historical balance sheet as of March 31, 2011, and gives effect to the Asset Sale as if it had occurred on March 31, 2011. The anticipated non-recurring after tax gain on the asset sale is reflected in the unaudited pro forma condensed consolidated balance sheet.

The unaudited pro forma condensed consolidated financial statements presented below are based on the assumptions and adjustments described in the accompanying notes and do not reflect any adjustments for non-recurring items, overhead and administrative expense reductions, or changes in operating strategies arising as a result of the Asset Sale. These unaudited pro forma condensed consolidated financial statements reflect the estimated net proceeds of the Asset Sale as an increase to cash and cash equivalents. The Company expects that it will utilize these funds in strategic investments that leverage its existing technology capabilities, particularly into market sectors other than wafer front end semiconductor capital equipment. The actual effect of the Asset Sale on the business, financial condition and results of operations of the Company, due to this and other factors, including those set forth in the Company’s most recent Annual Report on Form 10-K filed with the SEC, could differ materially from the pro forma adjustments presented herein. However, the Company’s management believes that the assumptions used and the adjustments made in this presentation are reasonable under the circumstances and given the information available.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not historical facts or necessarily indicative of the operating results or the financial position that would have been achieved had the Asset Sale been consummated as of the dates indicated or of the results that may be obtained in the future. Readers are cautioned not to place undue reliance on such information and the Company makes no representations regarding the information set forth below or its ultimate performance compared to it. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with (1) the Company’s audited consolidated financial statements and the accompanying notes as of and for the fiscal year ended September 30, 2010, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, which was filed with the SEC on November 23, 2010 and (2) the Company’s unaudited condensed consolidated financial statements and accompanying notes as of and for the six months ended March 31, 2011 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, which was filed with the SEC on May 5, 2011.

Brooks Automation, Inc.
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the six months ended March 31, 2011

	Historical			Disposed			Pro Forma			Pro Forma
In thousands, except per share data	Brooks			Business (a)			Adjustments			Brooks
Revenues
Product	$	336,635		$	(95,013	)	$	—		$	241,622
Services		34,383			—			—			34,383
Total revenues		371,018			(95,013	)		—			276,005
Cost of revenues
Product		228,066			(81,781	)		—			146,285
Services		23,959			—			—			23,959
Total cost of revenues		252,025			(81,781	)		—			170,244
Gross profit		118,993			(13,232	)		—			105,761
Operating expenses
Research and development		18,340			(938	)		—			17,402
Selling, general and administrative		49,723			(3,650	)		(252	)(c)		45,821
Restructuring charges		460			—			—			460
Total operating expenses		68,523			(4,588	)		(252	)		63,683
Operating income		50,470			(8,644	)		252			42,078
Interest income, net		507			(1	)		—			506
Other income, net		417			64			—			481
Income before income taxes and equity in earnings of joint ventures		51,394			(8,581	)		252			43,065
Income tax provision (benefit)		2,023			(199	)(b)		—			1,824
Income before equity in earnings of joint ventures		49,371			(8,382	)		252			41,241
Equity in earnings of joint ventures		718			—			—			718
Net income	$	50,089		$	(8,382	)	$	252		$	41,959
Add: Net income attributable to noncontrolling interests		(18	)		—			—			(18	)
Net income attributable to Brooks Automation, Inc.	$	50,071		$	(8,382	)	$	252		$	41,941
Basic net income per share attributable to Brooks Automation, Inc. common stockholders	$	0.78		$	(0.13	)	$	—		$	0.65
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders	$	0.77		$	(0.13	)	$	—		$	0.65
Shares used in computing earnings per share
Basic		64,388			64,388			64,388			64,388
Diluted		64,801			64,801			64,801			64,801

See Notes to Pro Forma Condensed Consolidated Financial Statements.

2

Brooks Automation, Inc.
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the fiscal year ended September 30, 2010

	Historical			Disposed			Pro Forma		Pro Forma
In thousands, except per share data	Brooks			Business (a)			Adjustments		Brooks
Revenues
Product	$	532,174		$	(155,542	)	$	—	$	376,632
Services		60,798			—			—		60,798
Total revenues		592,972			(155,542	)		—		437,430
Cost of revenues
Product		377,599			(138,053	)		—		239,546
Services		49,078			—			—		49,078
Total cost of revenues		426,677			(138,053	)		—		288,624
Gross profit		166,295			(17,489	)		—		148,806
Operating expenses
Research and development		31,162			(1,991	)		—		29,171
Selling, general and administrative		85,597			(7,163	)		—		78,434
Restructuring charges		2,529			—			—		2,529
Total operating expenses		119,288			(9,154	)		—		110,134
Operating income		47,007			(8,335	)		—		38,672
Interest income, net		1,041			(3	)		—		1,038
Other income, net		8,016			16			—		8,032
Income before income taxes and equity in earnings of joint ventures		56,064			(8,322	)		—		47,742
Income tax provision (benefit)		(2,746	)		(276	)(b)		—		(3,022	)
Income before equity in earnings of joint ventures		58,810			(8,046	)		—		50,764
Equity in earnings of joint ventures		215			—			—		215
Net income	$	59,025		$	(8,046	)	$	—	$	50,979
Add: Net income attributable to noncontrolling interests		(43	)		—			—		(43	)
Net income attributable to Brooks Automation, Inc.	$	58,982		$	(8,046	)	$	—	$	50,936
Basic net income per share attributable to Brooks Automation, Inc. common stockholders	$	0.92		$	(0.13	)	$	—	$	0.80
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders	$	0.92		$	(0.13	)	$	—	$	0.79
Shares used in computing earnings per share
Basic		63,777			63,777			63,777		63,777
Diluted		64,174			64,174			64,174		64,174

See Notes to Pro Forma Condensed Consolidated Financial Statements.

3

Brooks Automation, Inc.
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
As of March 31, 2011

	Historical			Disposed			Pro Forma
In thousands	Brooks			Business (d)			Brooks
Assets
Current assets
Cash and cash equivalents	$	59,328		$	75,430	(e)	$	134,758
Restricted cash		3,788			—			3,788
Marketable securities		59,540			—			59,540
Accounts receivable, net		99,646			(11,648	)		87,998
Inventories, net		126,615			(39,452	)		87,163
Prepaid expenses and other current assets		6,372			(260	)		6,112
Total current assets		355,289			24,070			379,359
Property, plant and equipment, net		60,499			(1,186	)		59,313
Long-term marketable securities		55,832			—			55,832
Goodwill		48,138			—			48,138
Intangible assets, net		9,265			—			9,265
Equity investment in joint ventures		33,535			—			33,535
Other assets		2,725			(141	)		2,584
Total assets	$	565,283		$	22,743		$	588,026
Liabilities and equity
Current liabilities
Accounts payable	$	61,042		$	(18,490	)	$	42,552
Deferred revenue		4,515			(607	)		3,908
Accrued warranty and retrofit costs		7,667			(494	)		7,173
Accrued compensation and benefits		12,919			(918	)		12,001
Accrued restructuring costs		1,553			—			1,553
Accrued income taxes payable		1,294			1,884	(f)		3,178
Accrued expenses and other current liabilities		10,051			(695	)		9,356
Total current liabilities		99,041			(19,320	)		79,721
Income taxes payable		12,974			—			12,974
Long-term pension liability		5,754			—			5,754
Other long-term liabilities		3,071			—			3,071
Total liabilities		120,840			(19,320	)		101,520
Equity
Common stock		796			—			796
Additional paid-in capital		1,805,799			—			1,805,799
Accumulated other comprehensive income		21,827			—			21,827
Treasury stock		(200,956	)		—			(200,956	)
Accumulated deficit		(1,183,578	)		42,063	(g)		(1,141,515	)
Total Brooks Automation, Inc. stockholders’ equity		443,888			42,063			485,951
Noncontrolling interest in subsidiaries		555			—			555
Total equity		444,443			42,063			486,506
Total liabilities and equity	$	565,283		$	22,743		$	588,026

See Notes to Pro Forma Condensed Consolidated Financial Statements.

4

Brooks Automation, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)

(a)	Reflects the elimination of the financial results of operations and accumulated other comprehensive income amounts associated with the Asset Sale as if it had occurred on October 1, 2009. Intercompany sales from Historical Brooks to the Disposed Business of $75.4 million and $40.8 million for the twelve months ended September 30, 2010 and the six months ended March 31, 2011, respectively, are retained in the Pro Forma Brooks presentation as such sales will continue post disposition. The profits reported on these intercompany transactions are based on the historical transfer prices charged, which approximate the pricing negotiated between the Company and the Buyers in the commercial agreements entered into in conjunction with the Asset Sale.
(b)	Reflects the adjustment to the Company’s income tax expense resulting from the pro forma impact of the sale of the Disposed Business, but excludes any tax expense directly attributed to the gain on the transaction. The deferred tax assets as of March 31, 2011 had a full valuation allowance, as such the tax rate differs from the statutory rate due to utilization of net operating losses in certain jurisdictions related to the disposed entity.
(c)	Elimination of non-recurring professional fees incurred in connection with the Asset Sale. Additional professional fees will be incurred in connection with the closing of the Asset Sale.
(d)	Reflects the elimination of the assets and liabilities transferred to the Buyers in the Asset Sale as if the sale had occurred on March 31, 2011.
(e)	Includes the estimated net proceeds of the sale of $75.4 million, which are net of $2.6 million of transaction costs.
(f)	Includes estimated taxes on the gain from the Asset Sale of $1.9 million.
(g)	Includes an estimated gain on the Asset Sale of $42.1 million, which is reflective of estimated transaction costs and the estimated income taxes to be incurred on the transaction.

5

EX-99.2

Exhibit 99.2

Press Release

For Immediate Release

Brooks Automation Announces Completed Sale Of Contract Manufacturing Operations And Updates
June Quarter Guidance

Chelmsford, Massachusetts June 28, 2011 — Brooks Automation, Inc. (Nasdaq: BRKS) announced today that, with all conditions to close satisfied, the Company had consummated the sale of their contract manufacturing operations in Portland, OR and Wuxi, China to subsidiaries of Toronto, Canada based Celestica Inc. The total purchase price paid by the Buyer was approximately $79 million in cash, subject to a post-closing adjustment for working capital.

Dr. Steve Schwartz, President & CEO of Brooks, stated “We are grateful to all those employees in Portland and Wuxi who have provided superior service to our customers out of our contract manufacturing operations and driven value for our shareholders. We wish them continued success within Celestica. Within Brooks, our focus will continue to be on developing technology leadership positions both within our traditional semiconductor markets as well our new developments in markets such as Life Sciences and LED.”

In conjunction with this event, the Company provided updated guidance for the third fiscal quarter ending on June 30, 2011. Revenues for the third quarter of fiscal 2011 are now expected to be between $181 and $185 million, compared to revenues of $192.4 million in the second quarter of fiscal 2011. Net income attributable to Brooks Automation is expected to be between $63.0 and $65.0 million, or between $0.96 and $1.00 per diluted share. This expected result includes a projected gain on sale of the contract manufacturing business of between $41.0 and $42.5 million, net of tax. Excluding this non-recurring gain and other special charges, the Company expects Adjusted Earnings to be between $21.5 and $24.0 million or between $0.33 and $0.37 per diluted share.

Martin S. Headley, Executive Vice-President and Chief Financial Officer observed, “Semiconductor bookings have moderated during the quarter pulling back revenues from the top end of our original guidance range. However, the strength of our backlog for systems shipments into adjacent markets is expected to fuel at least modest growth in our core products and services revenues for the fourth quarter of fiscal 2011.”

1

Brooks Automation Announces Completed Sale ..............page two

About Brooks Automation, Inc.

Brooks is a leading worldwide provider of automation, vacuum and instrumentation solutions to markets where our technologies provide superior value in controlled environments; our engineering competencies provide our customers with speed to market; and our global service capabilities ensure rapid uptime response. Global semiconductor manufacturing is our heritage and the largest market we currently serve. However, through our product initiatives and business acquisitions, we are increasingly meeting the needs of customers across a broad spectrum of applications in life sciences, analytical & research markets, and clean energy solutions. For more information go to www.brooks.com.

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks’ financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include statements regarding our revenue and operating margin expectations, our ability to develop further our business in new and adjacent markets, and our ability to achieve financial success in the future. Factors that could cause results to differ from our expectations include the following: volatility of the industries the Company serves, particularly the semiconductor industry; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers - particularly those manufacturing in Japan — in required quantities and of required quality; the inability of customers to make payments to us when due; the timing and effectiveness of cost reduction and cost control measures; price competition; disputes concerning intellectual property; continuing uncertainties in global political and economic conditions, and other factors and other risks that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result we can provide no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release.

Contact:
Barbara Culhane
Corporate Marketing Manager
Brooks Automation, Inc.
978-262-2400
www.brooks.com

Brooks Automation, Inc. w 15 Elizabeth Drive w Chelmsford, Massachusetts 01824 w (978)262-2400 w www.brooks.com

2