-----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, MZU8g1LT0aQLM/jgmBBEqxjfcUWkQg1mRQNMpYXXB74QTyjpAz6d5zvY+yILK8g5 pDfSVuunvTLRjP4rxRZubw== /in/edgar/work/20000705/0000950135-00-003519/0000950135-00-003519.txt : 20000920 0000950135-00-003519.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003519 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000705 EFFECTIVENESS DATE: 20000705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40842 FILM NUMBER: 667913 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782622566 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 S-8 1 s-8.txt BROOKS AUTOMATION 1 As filed with the Securities and Exchange Commission on July 5, 2000 Registration No. ================================================================================ 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. 2000 COMBINATION STOCK OPTION PLAN ---------------------------------- (Full Title of the Plan) ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------- ------------- ---------------- ----------------- ---------------- Common Stock, 1,000,000(2) $62.6875 $62,687,500 $16,549.50 $.01 par value shares Preferred Share 1,000,000 ----- ----- ----- Purchase Rights(3) ===================================================================================================================
(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 July 3, 2000. (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 shares purchase right for each share of common stock outstanding on August 21, 1997. The 1,000,000 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 2000 Combination 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, 2 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. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999; (b) The Registrant's Quarterly Report on Form 10-Q for the three months ended December 31, 1999; (c) The Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2000; (d) All other reports filed pursuant to 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") since the end of the fiscal year covered by the annual report referred to in (a) above; (e) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No. 0-25434) filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") including any amendment or report filed for the purpose of updating such description; (f) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-1 (File No. 33-87296) filed under the 1933 Act. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed hereby incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities offered hereby has been passed upon for the Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Ninth of the Registrant's Certificate of Incorporation eliminates the personal liability of directors of the Registrant or its stockholders for monetary damages for breach of fiduciary duty to the full extent permitted by Delaware law. Article VII of the Registrant's Bylaws provides that the Registrant may indemnify its officers and directors to the full extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify directors, officers and employees unless such party has been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. The Registrant also maintains directors and officers liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. II-1 4 4.2 Description of Capital Stock (contained in the Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to the Quarterly Report on Form 10-Q).* 4.3 Rights Agreement, dated July 23, 1997.** 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 to this Registration Statement). 24 Power of Attorney (included on the signature page of this Registration Statement). 99.7 Registrant's 2000 Combination Stock Option Plan.* --------- * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000. The number assigned to each Exhibit above is the same as the number assigned to the Exhibit in the Quarterly Report. ** Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Registration No. 333-34487). The number assigned to the Exhibit above is the same as the number assigned to the Exhibit in the Registration Statement. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a II-2 5 court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 6 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 5th day of July, 2000. BROOKS AUTOMATION, INC. By: /s/ Robert J. Therrien ---------------------------------- 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 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, Chief Executive July 5, 2000 - ---------------------- Officer and President Robert J. Therrien (Principal Executive Officer) /s/ Ellen B. Richstone Senior Vice President Finance July 5, 2000 - ---------------------- and Administration and Chief Ellen B. Richstone Financial Officer (Principal Financial Officer) /s/ Steven E. Hebert Principal Accounting Officer July 5, 2000 - -------------------- Steven E. Hebert /s/ Roger D. Emerick Director July 5, 2000 - -------------------- Roger D. Emerick /s/ Amin J. Khoury Director July 5, 2000 - ------------------ Amin J. Khoury /s/ Juergen Giessmann Director July 5, 2000 - --------------------- Juergen Giessmann
II-4 7 INDEX TO EXHIBITS EXHIBIT NUMBER 4.2 Description of Capital Stock (contained in the Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to the Quarterly Report on Form 10-Q).* 4.3 Rights Agreement, dated July 23, 1997.** 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 to this Registration Statement). 24 Power of Attorney (included on the signature page of this Registration Statement). 99.7 Registrant's 2000 Combination Stock Option Plan.* --------- * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000. The number assigned to each Exhibit above is the same as the number assigned to the Exhibit in the Quarterly Report. ** Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Registration No. 333-34487). The number assigned to the Exhibit above is the same as the number assigned to the Exhibit in the Registration Statement. II-5 EX-5.1 2 ex5-1.txt LEGAL OPINION OF BROWN, RUDNICK, FREED & GESMER 1 Exhibit 5.1 July 5, 2000 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 1,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares") and 1,000,000 preferred share purchase rights (the "Rights"). The Shares are issuable upon exercise of options granted or to be granted pursuant to the Company's 2000 Combination Stock Option Plan (the "2000 Plan"). The 1,000,000 Rights being registered pursuant to the Registration Statement represent one Right that may be issued in connection with each of the Shares issuable upon exercise of options granted or to be granted under the 2000 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, as amended, 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 2000 Plan; 5. The Company's Stockholder Rights Agreement dated July 23, 1997 (the "Rights Agreement"); and 6. The Registration Statement. 2 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. 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 those of our attorneys who have devoted substantive attention to the matters contained herein; and (3) 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 (i) the Shares have been duly authorized and, when issued in accordance with the terms of the 2000 Plan, the Shares will be validly issued, fully paid and nonassessable and (ii) the Rights have been duly authorized and, when issued in accordance with the terms of the Rights Agreement and with the terms of the 2000 Plan, the Rights 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/ Samuel P. Williams ------------------------------------------------ Samuel P. Williams, a Member hereunto duly authorized EX-23.1 3 ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.1 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 17, 1999 relating to the financial statements of Brooks Automation, Inc., which appears in Brooks Automation, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1999. We also consent to the incorporation by reference of our report dated December 29, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Boston, Massachusetts July 5, 2000 -----END PRIVACY-ENHANCED MESSAGE-----