-----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, SYni97oNzUFGmUpRDQpHIxKoEsczjO/FT+POB40iIwnXMWYwZ2XQaYICJWEfS/2D qaTDaheQrjGCo1f/vHTWOA== /in/edgar/work/20000901/0000950135-00-004222/0000950135-00-004222.txt : 20000922 0000950135-00-004222.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950135-00-004222 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000901 EFFECTIVENESS DATE: 20000901 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: 333-45092 FILM NUMBER: 715908 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 b36637brs-8.txt BROOKS AUTOMATION, INC. 1 As filed with the Securities and Exchange Commission September 1, 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. 1998 EMPLOYEE EQUITY INCENTIVE 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 ======================================================================================================= Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share(1) Offering Price(1) Registration fee - ---------------- ------------- -------------- ----------------- ---------------- Common Stock, 250,000(2) $52.5625 $13,140,625.00 $3,469.13 $.01 par value shares Preferred Share 250,000 -- -- -- Purchase Rights(3) ======================================================================================================
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, the contents of the Registrant's registration statement on Form S-8 (Registration No. 333-66455) 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 Nasdaq National Market on August 30, 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. 2 (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 250,000 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 1998 Employee Equity Incentive 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. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 4.2 Description of Capital Stock (contained in the Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to the Registrant's 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). 99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.* --------- * 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-1 4 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 1st day of September, 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 September 1, 2000 - ----------------------------- Officer and President Robert J. Therrien (Principal Executive Officer) /s/ Ellen B. Richstone Senior Vice President Finance September 1, 2000 - ----------------------------- and Administration and Chief Ellen B. Richstone Financial Officer (Principal Financial Officer) /s/ Steven E. Hebert Principal Accounting Officer September 1, 2000 - ----------------------------- Steven E. Hebert /s/ Roger D. Emerick Director August 31, 2000 - ----------------------------- Roger D. Emerick /s/ Amin J. Khoury Director September 1, 2000 - ----------------------------- Amin J. Khoury /s/ Juergen Giessmann Director September 1, 2000 - ----------------------------- Juergen Giessmann
II-2 5 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 Registrant's 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). 99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.* --------- * 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-3 EX-5.1 2 b36637brex5-1.txt OPINION AND CONSENT OF BROWN,RUDNICK,FREED&GESMER 1 EXHIBIT 5.1 September 1, 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 250,000 shares of the Company's Common Stock, $.01 par value (the "Shares") and 250,000 preferred share purchase rights (the "Rights"). The Shares are issuable upon exercise of options granted or to be granted pursuant to the Company's 1998 Employee Equity Incentive Plan (the "1998 Plan"). The 250,000 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 1998 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 1998 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 1998 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 1998 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/ Steven R. London --------------------------------- Steven R. London, a Member hereunto duly authorized EX-23.1 3 b36637brex23-1.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 August 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----