-----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, Uwghtx6OX5qJV0WwOroonTji0kPdiL53KegeLT4xlPPjI8mFE3b16OKPfG8n+iKi DjCM3VpDoYJ1GJzGhX5ASA== 0000950135-02-002901.txt : 20020607 0000950135-02-002901.hdr.sgml : 20020607 20020604170640 ACCESSION NUMBER: 0000950135-02-002901 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS-PRI 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: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 02670238 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 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 8-A12G/A 1 b43295bae8va12gza.txt BROOKS-PRI AUTOMATION, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 To Registration Statement on Form 8-A, dated August 7, 1997 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 BROOKS-PRI AUTOMATION, INC. - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) DELAWARE 04-3040660 - --------------------------------- ------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 15 ELIZABETH DRIVE, CHELMSFORD, MASSACHUSETTS 01824 - ---------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this Form relates (if applicable): ______ Securities to be registered pursuant to Section 12(b) of the Act: Title Of Each Class Name Of Each Exchange On Which To Be So Registered Each Class Is To Be Registered N/A N/A - -------------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Right - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class)
ITEM 2. EXHIBITS. REFERENCE - ------ -------- --------- 1. Rights Agreement between the Registrant and EquiServe Trust Filed herewith Company, N.A., as amended.
SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Registration Statement on Form 8-A/A to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 20, 2002 BROOKS-PRI AUTOMATION, INC. By: /s/ Ellen B. Richstone -------------------------------------- Name: Ellen B. Richstone Title: Senior Vice President, Finance and Administration and Chief Financial Officer EX-99.1 3 b43295baexv99w1.txt RIGHTS AGREEMENT BROOKS-PRI AUTOMATION, INC. AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 (this "Amendment"), dated as of May 20, 2002, to the Rights Agreement, dated as of July 23, 1997, between Brooks-PRI Automation, Inc., a Delaware corporation formerly known as Brooks Automation, Inc. (the "Company"), and BankBoston, N.A., as Rights Agent, as amended by the Amendment to Rights Agreement dated as of October 23, 2001, between the Company and EquiServe Trust Company, N.A., as successor Rights Agent (the "Rights Agent") (as amended, the "Rights Agreement"). RECITALS WHEREAS, the Board of Directors has determined that it is in the best interest of the Company to amend the Rights Agreement to remove certain provisions of the Rights Agreement that (i) empower the Continuing Directors in certain circumstances and (ii) restrict the ability of the Board of Directors of the Company to redeem or exchange the Rights in circumstances where the Continuing Directors cease to constitute a majority of the Board of Directors; and WHEREAS, capitalized terms used but not defined in this Amendment shall have the meanings given them in the Rights Agreement. NOW, THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 1 of the Rights Agreement is hereby amended to remove the definition of "Continuing Director" in its entirety. 2. The first parenthetical of the first sentence of Section 3(a) of the Rights Agreement is hereby amended such that the term "Continuing Directors" shall be changed to "Board of Directors". 3. Subsection (c) of Section 23 of the Rights Agreement is hereby removed in its entirety. 4. The second sentence of Section 24(a) of the Rights Agreement is hereby amended and restated such that it reads in its entirety as follows: Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding. 5. The first sentence of Section 27 of the Rights Agreement is hereby amended to remove the clause "Subject to the approval of the Continuing Directors,". 6. Section 21 is hereby amended to add after the first sentence thereof the following new second sentence: In the event that the Transfer Agency and Services Agreement terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination, and any required notice will be sent by the Company. 7. All references to the Company in the Rights Agreement as "Brooks Automation, Inc." are hereby amended and restated to read "Brooks-PRI Automation, Inc.". 8. Except as specifically amended by this Amendment No. 2, the Rights Agreement shall remain in full force and effect. [SIGNATURES NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the date first above written. BROOKS-PRI AUTOMATION, INC. By: /s/ Ellen B. Richstone ---------------------------------------- Name: Ellen B. Richstone Title: Senior Vice President, Finance and Administration and Chief Financial Officer EQUISERVE TRUST COMPANY, N.A. By: /S/ Tyler Haynes ---------------------------------------- Name: Tyler Haynes Title: Mangaging Director Client Administration -----END PRIVACY-ENHANCED MESSAGE-----