-----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, KjK8CiZ2u4rpznW+CG0kcP1E4z1K67dS20W8kzrKajyPgqYkwBt13+S+aPqu05x1 s533CZu+8SsTy/PFCmjJvw== 0000950135-02-001313.txt : 20020415 0000950135-02-001313.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950135-02-001313 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020312 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68062 FILM NUMBER: 02573109 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 424B3 1 b42338b3e424b3.txt BROOKS AUTOMATION, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-68062 Prospectus Supplement No. 8 To Prospectus dated September 6, 2001 $175,000,000 Brooks Automation, Inc. 4.75% Convertible Subordinated Notes Due 2008 and the Common Stock Issuable Upon Conversion of the Notes This prospectus supplement no. 8 relates to the resale by the selling securityholders of 4.75% convertible subordinated notes due June 1, 2008, of Brooks Automation, Inc. and the shares of common stock, $.01 par value, of Brooks Automation, Inc. issuable upon the conversion of the notes. This prospectus supplement should be read in conjunction with the prospectus dated September 6, 2001, prospectus supplement no. 1 dated September 19, 2001, prospectus supplement no. 2 dated September 27, 2001, prospectus supplement no. 3 dated October 24, 2001, prospectus supplement no. 4 dated November 2, 2001, prospectus supplement no. 5 dated December 4, 2001, prospectus supplement no. 6 dated December 7, 2001 and prospectus supplement no. 7 dated January 16, 2002, which are to be delivered with this prospectus supplement no. 8. All capitalized terms used but not defined in this prospectus supplement no. 8 shall have the meaning given them in the prospectus. The following table contains information as of March 12, 2002, with respect to certain selling securityholders and the principal amount of notes and underlying common stock beneficially owned by each of the selling securityholders listed herein that may be offered using this prospectus. The information is based on information provided by or on behalf of the selling securityholders and may have changed as of the date hereof. Because the selling securityholders may offer all or some of their notes or the underlying common stock from time to time, we cannot estimate the amount of the notes or underlying common stock that will be held by the selling securityholders upon the termination of any particular offering. The column showing ownership after completion of the offering assumes that the selling securityholders will sell all of the securities offered by this prospectus. The selling securityholders listed in the table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date on which the information in the table is presented. Information about the selling stockholders may change over time. Any change in this information will be set forth in prospectus supplements, if required. None of the selling securityholders or any of its affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us or our affiliates within the past three years.
- ------------------------------------------------------------------------------------------------------------------ # OF SHARES OF COMMON STOCK TO BE NAME OF SELLING PRINCIPAL # OF SHARES OF BENEFICIALLY OWNED SECURITYHOLDER AMOUNT OF NOTES COMMON STOCK # OF SHARES AFTER COMPLETION OF BENEFICIALLY PERCENTAGE BENEFICIALLY OF COMMON OFFERING AND % OF OWNED THAT MAY OF NOTES OWNED PRIOR TO STOCK THAT COMMON STOCK BE SOLD ($) OUTSTANDING THE OFFERING(1) MAY BE SOLD(1) OUTSTANDING(2) - ------------------------- ----------------- ------------- ----------------- --------------- ---------------------- First Union 11,077,000 6.3% 8,215(3) 8,215 0 International Capital Markets, Inc.(3) 8739 Research Drive Charlotte, NC 28262 - ------------------------- ----------------- ------------- ----------------- --------------- ---------------------- Any other holder of notes or future transferee, pledgee donee or successor(4)(5) - ------------------------------------------------------------------------------------------------------------------
(1) Assumes conversion of all of the holder's notes at a conversion price of $70.23 a share of common stock. Fractions of a share are not included for the purposes of this calculation. The conversion price will be subject to adjustment as described under "Description of Notes - Conversion of Notes." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) The selling stockholder listed herein will own less than 1% of the total shares of common stock outstanding upon completion of the offering. (3) The amount reported herein replaces that previously reported by First Union International Capital Markets, Inc. in the accompanying prospectus as supplemented. (4) Information about other selling securityholders will be set forth in prospectus supplements, if required. (5) Assumes that any other holders of notes, or any future transferees, pledgees, donees or successors of or from any other such holders of notes, do not beneficially own any common stock other than the common stock issuable upon conversion of the notes at the initial conversion rate. --------------------- INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS. THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus Supplement is March 12, 2002
-----END PRIVACY-ENHANCED MESSAGE-----