0000950135-01-503298.txt : 20011107
0000950135-01-503298.hdr.sgml : 20011107
ACCESSION NUMBER: 0000950135-01-503298
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011102
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PRI AUTOMATION INC
CENTRAL INDEX KEY: 0000927362
STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559]
IRS NUMBER: 042495703
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43783
FILM NUMBER: 1774006
BUSINESS ADDRESS:
STREET 1: 805 MIDDLESEX TURNPIKE
CITY: BILLERICA
STATE: MA
ZIP: 01821
BUSINESS PHONE: 9786704270
MAIL ADDRESS:
STREET 1: 805 MIDDLESEX TURNPIKE
CITY: BILLERICA
STATE: MA
ZIP: 01821
FORMER COMPANY:
FORMER CONFORMED NAME: PRECISION ROBOTS INC
DATE OF NAME CHANGE: 19940722
FILED BY:
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: SC 13D
BUSINESS ADDRESS:
STREET 1: 15 ELIZABETH DR
CITY: CHELMSFORD
STATE: MA
ZIP: 01824
BUSINESS PHONE: 9782622400
MAIL ADDRESS:
STREET 1: 15 ELIZABETH DRIVE
CITY: CHELMSBORO
STATE: MA
ZIP: 01824
SC 13D
1
b41047basc13d.txt
BROOKS AUTOMATION, INC. RE: PRI AUTOMATION, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PRI Automation, Inc.
------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
------------------------------------------
(Title of Class of Securities)
69357H10
------------------------------------------
(CUSIP Number)
October 23, 2001
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
----------------------
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
----------------------- ---------------------
CUSIP NO. 69357H10 Page 2 of 8
----------------------- ---------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brooks Automation, Inc.
I.R.S. Identification No.: 04-3040660
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3 below.)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,257,194
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,194
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
----------------------- ---------------------
CUSIP NO. 69357H10 Page 3 of 8
----------------------- ---------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share ("PRI Common Stock"), of PRI Automation, Inc., a
Massachusetts corporation ("PRI"). The principal executive offices of
PRI are located at 805 Middlesex Turnpike, Billerica, MA 01821.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME, PLACE OF ORGANIZATION, PRINCIPAL BUSINESS:
This Schedule 13D is filed by Brooks Automation, Inc., a corporation
organized under the laws of the State of Delaware ("Brooks").
Brooks is a leading supplier of integrated tool and factory automation
solutions for the global semiconductor manufacturing and related
industries. Brooks' automation solutions are designed to optimize
equipment and factory productivity. These solutions include tool
automation modules, complete semiconductor wafer handling systems,
factory interface solutions and automation software and integration
services.
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
The address of the principal business and principal executive office
of Brooks is 15 Elizabeth Drive, Chelmsford, MA 01824.
(c) INFORMATION PROVIDED PURSUANT TO INSTRUCTION C:
For information with respect to the identity and background of each
director and executive officer of Brooks, see Schedule I attached
hereto.
(d) NO CRIMINAL CONVICTIONS:
During the past five years, neither Brooks nor, to Brooks' knowledge,
any person identified in Schedule I to this Schedule 13D, has been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) NO CIVIL PROCEEDINGS:
During the past five years, neither Brooks nor, to Brooks' knowledge,
any person identified in Schedule I to this Schedule 13D, has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation
with respect to such laws.
----------------------- ---------------------
CUSIP NO. 69357H10 Page 4 of 8
----------------------- ---------------------
(f) CITIZENSHIP:
To the best of Brooks' knowledge, all persons identified in the
attached Schedule I are citizens of the United States of America with
the exception of Juergen Geissmann, who is a citizen of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Brooks, through its newly formed, wholly-owned subsidiary, Pontiac
Acquisition Corp., a Massachusetts corporation ("Brooks Merger Sub"),
agreed to acquire PRI by means of a merger (the "Merger") pursuant to
the Agreement and Plan of Merger dated as of October 23, 2001 (the
"Merger Agreement"), by and among Brooks, Brooks Merger Sub, and PRI,
and subject to the conditions set forth therein. As an inducement for
Brooks to enter into the Merger Agreement and in consideration
thereof, each of certain directors and officers of PRI entered into a
Voting Agreement and an Irrevocable Proxy (collectively, the "Voting
Agreements") with Brooks. Pursuant to the Voting Agreements, Brooks
was given the power to vote an aggregate total of 1,257,194 shares of
PRI Common Stock owned by those officer and directors (the
"Stockholders") in favor of the Merger Agreement and the Merger at the
appropriate meeting(s) of the shareholders of PRI. A form of the
Voting Agreements is filed herewith as Exhibit 99.1 and incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On October 23, 2001, Brooks, Brooks Merger Sub, and PRI entered into
the Merger Agreement. Following the Merger, PRI will become a wholly
owned subsidiary of Brooks. Pursuant to the Merger Agreement and
subject to the terms and conditions contained therein, Brooks Merger
Sub will merge with and into PRI, as a result of which holders of PRI
Common Stock will receive 0.52 shares of Brooks' common stock for each
share of PRI Common Stock outstanding at the time of the Merger.
The Merger, which is expected to close in the first calendar quarter
of 2002, is contingent upon the fulfillment of certain conditions in
the Merger Agreement including, but not limited to, all required
regulatory approvals, the approval of the Merger by the stockholders
of PRI and the approval of the issuance of Brooks' common stock in the
Merger by the stockholders of Brooks.
In addition, the directors and certain executive officers of Brooks
and of PRI have entered into Voting Agreements, agreeing to vote in
favor of all actions related to the Merger. PRI has agreed not to
solicit alternative takeover proposals. Upon the termination of the
Merger Agreement following the occurrence of certain events enumerated
in the Merger Agreement, PRI will pay a termination fee to Brooks
equal to $14,000,000 plus expenses incurred by Brooks in connection
with the transaction.
Subject to stockholder approval, upon consummation of the Merger,
Brooks will change its name to Brooks-PRI Automation, Inc., Brooks'
board of directors will be increased from five to seven, and Mitchell
G. Tyson, the President and Chief Executive Officer of PRI, and one
other designee of PRI will be elected to fill the two new director
positions.
----------------------- ---------------------
CUSIP NO. 69357H10 Page 5 of 8
----------------------- ---------------------
The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended, and will be accounted for as a purchase transaction.
Both Brooks and PRI have amended their respective stockholder rights
plans to provide that the plans will not apply to the Merger.
This description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement filed as Exhibit
2.1 to the Form 8-K filed by Brooks on October 26, 2001, and
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of October 23, 2001, the shares subject to the Voting
Agreements consisted of 1,257,194 shares of PRI Common Stock,
representing approximately 4.9% of the total number of issued and
outstanding shares of PRI Common Stock on October 19, 2001. The
1,257,194 total excludes 442,170 shares subject to options that
will vest within 60 days of the date of the Voting Agreements.
The percentage of 4.9% is calculated based on 25,595,715 shares
of PRI Common Stock outstanding as of October 19, 2001, as
represented by PRI in the Merger Agreement.
By virtue of the Voting Agreements, Brooks may be deemed to share
voting power of the shares subject thereto with the Stockholders,
since the Voting Agreements grant Brooks the power to vote those
shares in favor of the Merger; however, Brooks is not entitled to
any other rights as a stockholder of PRI with respect to the
shares of PRI Common Stock covered by the Voting Agreements.
Pursuant to Rule 13d-4 under the Act, Brooks hereby states that
this Schedule 13D shall not be deemed as an admission that it is,
for purposes of Section 13(d) of the Act, the beneficial owner of
any equity securities of PRI.
(c) Except as described in this Schedule 13D, there have been no
transactions in the shares of PRI Common Stock effected by Brooks
or, to the best of Brooks' knowledge, any person identified in
Schedule I of this Schedule 13D, during the last sixty days.
(d) Not Applicable.
(e) Not Applicable.
----------------------- ---------------------
CUSIP NO. 69357H10 Page 6 of 8
----------------------- ---------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D and to the best of Brooks'
knowledge, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the persons named in Item 2
and between such persons and any person with respect to any securities
of PRI.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Form of Voting Agreement and Irrevocable Proxy between each of
the Stockholders and Brooks.
----------------------- ---------------------
CUSIP NO. 69357H10 Page 7 of 8
----------------------- ---------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 2, 2001
BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
-----------------------------------
Ellen B. Richstone
Senior Vice President of Finance and
Administration and Chief Financial
Officer
----------------------- ---------------------
CUSIP NO. 69357H10 Page 8 of 8
----------------------- ---------------------
SCHEDULE I
A. EXECUTIVE OFFICERS AND DIRECTORS OF BROOKS AUTOMATION, INC.*
Name: Principal Occupation or Employment:
----- -----------------------------------
--------------------------------------------------------------------------------
Robert J. Therrien Director, Chief Executive Officer, and President
--------------------------------------------------------------------------------
Ellen B. Richstone Senior Vice President, Finance and Administration and
Chief Financial Officer
--------------------------------------------------------------------------------
Lynda M. Avallone Vice President and Corporate Treasurer
--------------------------------------------------------------------------------
Steven E. Hebert Corporate Controller
--------------------------------------------------------------------------------
Michael W. Pippins Senior Vice President, Factory Interface Division
--------------------------------------------------------------------------------
Charles M. McKenna Executive Vice President, Automation Systems Division
--------------------------------------------------------------------------------
Jeffrey A. Cassis Vice President and General Manager, Factory Automation
Solutions
--------------------------------------------------------------------------------
*All individuals listed in the above table are employed by Brooks Automation,
Inc. ("Brooks"). The address of Brooks' principal place of business is 15
Elizabeth Drive, Chelmsford, MA 01824.
B. NON-EMPLOYEE MEMBERS OF THE BOARD OF DIRECTORS OF BROOKS AUTOMATION, INC.
Principal Occupation Name and Address of
Name: Or Employment: Principal Employer:
----- -------------- -------------------
Amin J. Khoury Chairman and Chief Executive B/E Aerospace
Officer 1400 Corporate Center Way
Wellington, FL 33414
Roger D. Emerick Retired 624 Hillsborough Blvd.
Hillsborough, CA 94010 (Home)
Juergen Geissmann President M+W Zander Holding GmbH
Lotterbergstr. 30
Stuttgart, Germany 70499
Joseph Martin Executive Vice President and Fairchild Semiconductor Corporation
Chief Financial Officer 82 Runninghill Road
South Portland, ME 04106
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
EX-99.1
3
b41047baex99-1.txt
FORM OF VOTING AGREEMENT
EXHIBIT 99.1
VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement"), dated as of October __, 2001, between
[NAME OF STOCKHOLDER] ("Stockholder"), who is a security holder of PRI
Automation, Inc., a Massachusetts corporation ("PRI"), and Brooks Automation,
Inc., a Delaware corporation ("Brooks").
WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and
Pontiac Acquisition Corp., a Massachusetts corporation and wholly owned
subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of
Merger (as the same may be amended from time to time, the "Merger Agreement"),
providing for the merger of Merger Sub with and into PRI, wherein PRI will be
the surviving corporation and become a wholly owned subsidiary of Brooks (the
"Merger") pursuant to the terms and conditions of the Merger Agreement or a
comparable transaction;
WHEREAS, Stockholder owns of record and beneficially the number of
outstanding shares of capital stock of PRI set forth as "Owned Shares" on
SCHEDULE A and has voting power over such additional number of outstanding
shares of capital stock of PRI, if any, set forth as "Controlled Shares" on
SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are
referred to as the "Shares"), and wishes to enter into this Agreement with
respect to all of such Shares and any additional shares hereafter acquired; and
WHEREAS, in order to induce Brooks to enter into the Merger Agreement,
Stockholder has agreed, upon the terms and subject to the conditions set forth
herein, to vote the Shares and any additional shares hereafter acquired, and to
grant an irrevocable proxy to Brooks to vote the Shares and any additional
shares hereafter acquired, at every meeting of PRI's stockholders in favor of
approval and adoption of the Merger Agreement, the Merger and all agreements and
actions related to the Merger;
NOW THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this
Agreement to vote all the Shares and any other capital stock that Stockholder
becomes entitled to vote, whether through contract, purchase, exercise of an
option or otherwise ("Additional Shares") to approve and adopt the Merger
Agreement, the Merger and all agreements and actions related to the Merger at
every meeting of the stockholders of PRI, and at every adjournment thereof, at
which such Merger Agreement and other related agreements (or any amended version
thereof), or such other related actions, are submitted for the consideration and
vote of the stockholders of PRI. Stockholder hereby agrees that Stockholder will
not vote any Shares or Additional Shares in favor of the approval of any (i) PRI
Takeover Proposal (as defined in the Merger Agreement) by any person other than
Brooks or its affiliates, (ii) reorganization, recapitalization, liquidation or
winding up of PRI or any other extraordinary transaction involving PRI, (iii)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement, or (iv) other matter relating to, or in connection with, any
of the foregoing matters.
2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous
proxies granted with respect to the Shares and/or any Additional Shares.
Stockholder hereby grants a proxy appointing Brooks as Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in
Stockholder's name, to vote, express consent or dissent, or otherwise to utilize
such voting power in such manner and upon such matters as Brooks or its proxy or
substitute shall, in Brooks' sole discretion, deem proper with respect to the
Shares and the Additional Shares. Simultaneously with the execution and delivery
of this Agreement, Stockholder is delivering to Brooks a proxy in the form of
Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is
irrevocable to the extent permitted by Massachusetts law, is coupled with an
interest and is granted in consideration of Brooks' entering into the Merger
Agreement and incurring certain related fees and expenses, and in consideration
of and reliance upon certain other PRI stockholders' entering into agreements
substantially similar to this Agreement. The proxy hereby granted by Stockholder
shall terminate in accordance with Section 9.
3. VALID TITLE. Stockholder is the sole, true, lawful record and
beneficial owner of the Owned Shares, and there are no restrictions on
Stockholder's voting rights with respect thereto or contractual restrictions on
Stockholder's rights of disposition with respect thereto. None of the Owned
Shares is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Owned Shares. Stockholder has the sole right to
vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery
and performance by Stockholder of this Agreement and the consummation by
Stockholder of the transactions contemplated hereby (i) are within Stockholder's
power and have been duly authorized by all necessary action (including any
approval or other action by or with any other person), (ii) require no action by
or in respect of, or filing with, any governmental body, agency, official or
authority (except as may be required under the Hart-Scott-Rodino Antitrust
Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities
Exchange Act of 1934), (iii) do not and will not violate any statute, rule or
regulation applicable to Stockholder (except that the pre-merger notification
requirements of the HSR Act may apply), or any injunction, order or decree
binding on Stockholder, and (iv) will not result in the imposition of any lien
on any Shares or Additional Shares.
5. BINDING. Stockholder represents that this Agreement has been duly
executed and delivered by Stockholder and is the valid and binding agreement of
Stockholder, enforceable against Stockholder in accordance with its terms,
except (i) as enforcement may be limited by bankruptcy, insolvency, moratorium
or other similar laws relating to creditors' rights generally and (ii) that the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. If this Agreement is being
executed in a representative or fiduciary capacity, the person signing this
Agreement has full power and authority to enter into and perform this Agreement.
6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as
provided in this Agreement, Stockholder agrees that Stockholder shall not,
during the term of this Agreement, without the prior written consent of Brooks,
directly or indirectly, (i) grant any
2
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or Additional Shares or (ii) sell, assign,
transfer, encumber or otherwise dispose of, or solicit the sale, assignment,
transfer, encumbrance or other disposition of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or
transfer any Shares or Additional Shares for estate planning or charitable
purposes to any person who shall have executed and delivered to Brooks prior to
such assignment or transfer a voting agreement substantially identical to this
Agreement with respect to any Shares and Additional Shares to be received by
such person in such assignment or transfer.
Stockholder agrees to notify Brooks promptly and to provide all details
required by Brooks if Stockholder shall be approached or solicited, directly or
indirectly, by any person with respect to any of the foregoing.
7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not
(i) take, or commit to take, any action that would make any representation and
warranty of Stockholder hereunder inaccurate in any respect as of any time prior
to the termination of this Agreement or (ii) omit, or commit to omit, to take
any reasonable action that is within stockholder's power without undue expense
and that is necessary to prevent any such representation or warranty from being
inaccurate in any respect at any such time.
8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be
impossible to measure in money the damage to Brooks if Stockholder fails to
comply with the obligations imposed by this Agreement, and that, in the event of
any such failure, Brooks will not have an adequate remedy at law or in damages.
Accordingly, Stockholder agrees that injunctive relief or other equitable
remedy, in addition to remedies at law or in damages, is the appropriate remedy
for any such failure, and will not oppose the granting of such relief on the
basis that Brooks has an adequate remedy at law or in damages. Stockholder
agrees that Stockholder will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with Brooks' seeking or
obtaining such equitable relief.
9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of
this Agreement shall commence on the date hereof and such term, this Agreement
and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate
upon the earlier to occur of (i) the Effective Time (as defined in the Merger
Agreement), and (ii) the date on which the Merger Agreement is terminated in and
pursuant to accordance with its terms. Upon such termination, no party shall
have any further obligations or liabilities hereunder; PROVIDED, that such
termination shall not relieve any party from liability for any breach of this
Agreement prior to such termination.
10. FURTHER ASSURANCES. Except as otherwise provided in the Merger
Agreement, Stockholder will execute and deliver or cause to be executed and
delivered such further documents and instruments and use Stockholder's best
efforts to take such further actions as may be reasonably necessary in order to
consummate the transactions contemplated hereby or to enable Brooks and any
assignee to exercise and enjoy all voting rights of Stockholder with respect to
the Shares and any Additional Shares.
3
11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements,
written or oral, between the parties hereto with respect to the subject matter
hereof and contains the entire agreement between the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by the parties hereto. No waiver of any provision
hereof by any party shall be deemed a waiver of any other provision hereof by
such party, nor shall any such waiver be deemed a continuing waiver of any
provision hereof by such party.
12. NOTICES. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
facsimile or like transmission (with confirmation) and on the next business day
when sent by Federal Express, Express mail or other reputable overnight courier
service to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):
If to Brooks:
___________________
___________________
___________________
Attention: ____________
Fax: ____________
With a copy to:
Brown Rudnick Freed & Gesmer
One Financial Center
Boston, MA 02111
Attention: David H. Murphree, Esq.
Fax: (617) 856-8201
If to Stockholder:
___________________
___________________
___________________
Attention: ____________
Fax: ____________
With a copy to PRI:
___________________
___________________
___________________
Attention: ____________
Fax: ____________
4
and a copy to:
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
Attention: Robert W. Sweet, Jr., Esq.
Fax: (617) 832-7000
13. MISCELLANEOUS.
(a) This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws. Each of
the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of
the Commonwealth of Massachusetts and the federal courts of the United States of
America located in the Commonwealth of Massachusetts solely in respect of the
interpretation and enforcement of the provisions of this Agreement and in
respect of the transactions contemplated hereby; (b) waives, and agrees not to
assert, as a defense in any action, suit or proceeding for the interpretation or
enforcement hereof, that it is not subject to such jurisdiction or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
may not be interpreted or enforced in or by such courts; and (c) irrevocably
agrees that all claims with respect to such action, suit or proceeding shall be
heard and determined in such courts. Each party hereto hereby consents to and
grants any such court's jurisdiction over the person of such party and over the
subject matter of such dispute and agrees that mailing of process or other
papers in connection with any such action, suit or proceeding in the manner
provided in Section 12, or in such other manner as may be permitted by law,
shall be valid and sufficient service thereof.
(b) If any provision of this Agreement or the application of such provision
to any person or circumstances shall be held invalid or unenforceable by a court
of competent jurisdiction, such provision or application shall be unenforceable
only to the extent of such invalidity or unenforceability, and the remainder of
the provisions not held invalid or unenforceable and the application of such
provisions to persons or circumstances other than the party as to which it is
held invalid, and the remainder of this Agreement, shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(d) All Section headings herein are for convenience of reference only and
are not part of this Agreement, and no construction or reference shall be
derived therefrom.
(e) The obligations of Stockholder set forth in this Agreement shall not be
effective or binding upon Stockholder until after such time as the Merger
Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the
parties agree that there is not and has not been any other agreement,
arrangement or understanding between the parties hereto with respect to the
matters set forth herein.
[Signature page follows]
5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
BROOKS AUTOMATION, INC.
By:
------------------------------------
Name:
Title:
---------------------------------------
[Name of Stockholder]
6
Annex A
PROXY
The undersigned, for consideration received, hereby appoints Brooks
Automation, Inc., a Delaware corporation ("Brooks"), its proxy, with full power
of substitution, to vote all shares of capital stock owned or later acquired by
the undersigned, and all shares that the undersigned is or becomes entitled to
vote pursuant to contract, trust, deed or otherwise, at any meeting of
stockholders of PRI Automation, Inc., a Massachusetts corporation ("PRI"), and
at any adjournment thereof, to be held for the purpose of voting upon a proposal
to approve and adopt the Agreement and Plan of Merger, dated as of October __,
2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition
Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the
Merger Agreement) and all agreements and actions related to the Merger FOR such
proposal and AGAINST any PRI Takeover Proposal (as defined in the Merger
Agreement). This proxy is subject to the terms of the Voting Agreement dated as
of October __, 2001 between the undersigned and Brooks, a copy of which is
attached hereto (the "Voting Agreement"), is coupled with an interest, revokes
all prior proxies granted by the undersigned with respect to such shares, is
irrevocable and shall terminate and be of no further force or effect
automatically at such time as the Voting Agreement terminates in accordance with
its terms.
Dated: October __, 2001
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[Name of Stockholder]
7
SCHEDULE A
Name and Address of Stockholder Owned Shares Controlled Shares
8