-----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, KlNsJRuvzsOcBy04DCPt47S7PdLU360Ttpdu8QuuurV+oqZVA/TYL5tHdwUQkRGy 9aHz4xNdTv8Ol4ho42zdDQ== 0000950135-03-002020.txt : 20030327 0000950135-03-002020.hdr.sgml : 20030327 20030327165923 ACCESSION NUMBER: 0000950135-03-002020 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030327 SUBJECT COMPANY: 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45079 FILM NUMBER: 03621605 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 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 TO-I/A BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 SC TO-I/A 1 b46029a2sctoviza.txt BROOKS AUTOMATION, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE TO/A (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ------------------- BROOKS AUTOMATION, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ------------------- OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ------------------- 114340 10 2 (CUSIP Number of Class of Securities) (Underlying Common Stock) ------------------- ROBERT J. THERRIEN CHIEF EXECUTIVE OFFICER BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHEMLSFORD, MA 01824 (978) 262-2400 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) ------------------- COPIES TO: LAWRENCE M. LEVY, ESQ. BROWN RUDNICK BERLACK ISRAELS LLP ONE FINANCIAL CENTER BOSTON, MA 02111 (617) 856-8200 ------------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $22,387,500 $1,811.15 - -------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 6,375,954 shares of common stock of Brooks Automation, Inc. having an aggregate value of $22,387,500 as of January 29, 2003 will be exchanged and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $80.90 per each $1 million of the value of the transaction. ** Previously paid. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,811.15. Form or Registration No.: Schedule TO. Filing party: Brooks Automation, Inc. Date filed: March 13, 2003. [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Brooks Automation, Inc. ("Brooks") with the Securities and Exchange Commission on March 13, 2002, as amended by Amendment No. 1 filed on March 24, 2003, relating to Brooks' offer to exchange certain outstanding options to purchase shares of Brooks' common stock held by eligible employees for new options to purchase shares of Brooks' common stock. This Amendment No. 2 accomplishes the following: 1. Filed herewith as Item 12(d)(6) is a reminder notice to employees distributed via email on March 27, 2003. 2 2. Filed herewith as Item 12(d)(7) is a Supplement to the Offer to Exchange, dated March 27, 2003. All of the other terms of the Offer to Exchange remain unchanged. ITEM 12. EXHIBITS. (a) (1)* Offer to Exchange, dated March 13, 2003. (2)* Memorandum from Robert J. Therrien, Chief Executive Officer of the Company, dated March 13, 2003. (3)* Frequently Asked Questions. (4)* Election Form. (5)* Notice to Withdraw from the Offer. (6)* Brooks Automation, Inc. Annual Report on Form 10-K for its fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission on December 30, 2002 and incorporated herein by reference. (7)* Brooks Automation, Inc. Quarterly Report on Form 10-Q for its quarter ended December 31, 2002, filed with the Securities and Exchange Commission on February 14, 2003 and incorporated herein by reference. (b) Not applicable. (c) Not applicable. (d) (1)* Stockholder Agreement dated September 30, 1999 by and among the Company, Jenoptik AG, M&W Zander Holding GmbH and Robert J. Therrien relating to the acquisition of substantially all of the assets of the Infab Division of Jenoptik AG by the Company, incorporated herein by reference to the Company's current report on Form 8-K filed with the Securities Exchange Commission on October 15, 1999. (2)* Transitional Services Agreement dated September 30, 1999 between the Company and Jenoptik AG relating to the Company's German manufacturing facility, incorporated herein by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K filed with the Securities Exchange Commission on December 29, 1999 for the fiscal year ended September 30, 1999. (3)+ Brooks Automation, Inc. 1998 Employee Equity Incentive Plan. (4)* Brooks Automation, Inc. 2000 Combination Stock Option Plan. (5)+ Reminder Notice to Employees. (6) Reminder Notice to Employees, dated March 27, 2003. (7) Supplement to the Offer to Exchange, dated March 27, 2003. (e) Not applicable. (f) Not applicable. 3 (g) Not applicable. (h) Not applicable. * Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on March 13, 2003. + Previously filed as an exhibit to the Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on March 24, 2003. - -------------------------------------------------------------------------------- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to the Schedule TO is true, complete and correct. BROOKS AUTOMATION, INC. /s/ Lynda M. Avallone ------------------------------------- Lynda M. Avallone Vice President, Corporate Treasurer Date: March 27, 2003 - -------------------------------------------------------------------------------- INDEX TO EXHIBITS Exhibit Number Description ------- ----------------------------------------------------------------- (a)(1)* Offer to Exchange, dated March 13, 2003. (a)(2)* Memorandum from Robert J. Therrien, Chief Executive Officer of the Company, dated March 13, 2003. (a)(3)* Frequently Asked Questions. (a)(4)* Election Form. (a)(5)* Notice to Withdraw from the Offer. (a)(6)* Brooks Automation, Inc. Annual Report on Form 10-K for its fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission on December 30, 2002 and incorporated herein by reference. (a)(7)* Brooks Automation, Inc. Quarterly Report on Form 10-Q for its quarter ended December 31, 2002, filed with the Securities and Exchange Commission on February 14, 2003 and incorporated herein by reference. (d)(1)* Stockholder Agreement dated September 30, 1999 by and among the Company, Jenoptik AG, M&W Zander Holding GmbH and Robert J. Therrien relating to the acquisition of substantially all of the assets of the Infab Division of Jenoptik AG by the Company, incorporated herein by reference to the 4 Company's current report on Form 8-K filed with the Securities Exchange Commission on October 15, 1999. (d)(2)* Transitional Services Agreement dated September 30, 1999 between the Company and Jenoptik AG relating to the Company's German manufacturing facility, incorporated herein by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K filed with the Securities Exchange Commission on December 29, 1999 for the fiscal year ended September 30, 1999. (d)(3)+ Brooks Automation, Inc. 1998 Employee Equity Incentive Plan. (d)(4)* Brooks Automation, Inc. 2000 Combination Stock Option Plan. (d)(5)+ Reminder Notice to Employees. (d)(6) Reminder Notice to Employees, dated March 27, 2003. (d)(7) Supplement to the Offer to Exchange, dated March 27, 2003. * Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on March 13, 2003. + Previously filed as an exhibit to the Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on March 24, 2003. 5 EX-99.(D)(6) 3 b46029a2exv99wxdyx6y.txt REMINDER TO STOCKHOLDERS Exhibit (d)(6) REMINDER If you wish to participate in the stock option exchange program, election forms are due to the Treasurer's office by 6 PM Chelmsford time on April 11th. We urge you not to wait until the last minute to deliver your election forms, since if there are any problems on your form, that may not leave sufficient time for us to notify you of the problem and have you correct it before the deadline. This could result in an invalid election, and you would not be able to participate in the program. The fax number to fax the forms is 978-262-1515. EX-99.(D)(7) 4 b46029a2exv99wxdyx7y.txt SUPPLEMENT TO EXCHANGE OFFER Exhibit (d)(7) BROOKS AUTOMATION, INC. SUPPLEMENT TO OFFER TO EXCHANGE OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HAVING AN EXERCISE PRICE OF $20.00 OR MORE FOR NEW OPTIONS UNDER THE BROOKS AUTOMATION, INC. 2000 COMBINATION STOCK OPTION PLAN AND THE BROOKS AUTOMATION, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN THIS OFFER AND THE RIGHT TO WITHDRAW FROM THIS OFFER EXPIRE AT 6:00 P.M., EASTERN DAYLIGHT TIME, ON APRIL 11, 2003 UNLESS THIS OFFER IS EXTENDED In an effort to make the terms of the Offer to Exchange certain options as clear as possible, Brooks Automation, Inc. ("Brooks") is providing this Supplement to the Offer to Exchange (the "Supplement") to clarify certain aspects of the Offer previously described in the Offer to Exchange, dated March 13, 2003. All other terms of the Offer remain unchanged. 1 BROOKS' RIGHT TO WAIVE CONDITIONS TO THE OFFER In our Offer, we state that we reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any tender of any particular options or for any particular option holder. This is to clarify that if we choose to waive a condition of the Offer for a particular option or for any particular option holder, we will waive that condition for all participating - --- --- option holders. 2 BROOKS' ACCEPTANCE AND CANCELLATION OF OLD OPTIONS AND OBLIGATION TO ISSUE NEW OPTIONS Promptly following the expiration of the Offer, Brooks will send an e-mail notification to all option holders whose offers to exchange have been accepted. That e-mail will also include Brooks' confirmation of our obligation to issue New Options in accordance with and subject to the terms of the Offer. Any option holders whose offers to exchange are rejected also will be promptly notified. 3 CONDITIONS OF THE OFFER In Section 7 of the Offer to Exchange Brooks' ability to terminate the Offer is based upon certain events which "could" "would" or "might" cause certain consequences to occur. Those references should in each case be read as meaning that such events reasonably would or could be expected to cause those consequences. 4 CONTEMPLATED BENEFITS OF THE OFFER In subparagraph 4 on page 23 of the Offer to Exchange, we refer to the "contemplated benefits" of the Offer to Brooks. The benefits referred to in that subparagraph are the same as the contemplated benefits described in subparagraph 3 above it. 5 ANNOUNCEMENT OF EXTENSIONS TO THE OFFER If we make any extensions to the offering period, we will notify you no later than 9:00 a.m. Eastern Daylight Time on the next business day after the last previously scheduled or announced expiration date, rather than 6:00 p.m. on that date, as we originally indicated in the Offer. 6 INCORPORATION BY REFERENCE OF CERTAIN SEC FILINGS Subparagraph 4 of Section 29 of the Offer to Exchange is hereby deleted in its entirety. The date of this Supplement is March 27, 2003. -----END PRIVACY-ENHANCED MESSAGE-----