S-8 1 b51020basv8.txt BROOKS AUTOMATION, INC. As filed with the Securities and Exchange Commission on June 30, 2004 Registration No. 333- ================================================================================ 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. 1995 EMPLOYEE STOCK PURCHASE PLAN --------------------------------------------------------- (Full Title of the Plan) ROBERT J. THERRIEN, 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 Title of Each Maximum Class of Proposed Maximum Aggregate Securities to be Amount to be Offering Price Offering Registered Registered Per Share(1) Price(1) Amount of Registration fee ---------- ------------ ---------------- ---------- -------------------------- Common Stock, 750,000 (2) $19.59 $14,692,500 $1,861.54 $.01 par value shares Preferred Share 750,000 ---- ---- ---- Purchase Rights (3)
(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 of the high and low prices for the Registrant's common stock on the Nasdaq National Market on June 28, 2004. (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. (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 750,000 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 1995 Employee Stock Purchase 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. STATEMENT REGARDING PRIOR REGISTRATION STATEMENTS 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 the Registrant's 1995 Employee Stock Purchase Plan, an employee benefit plan, is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the following registration statements filed by Registrant on Form S-8: Registration No. 333-40848, Registration No. 333-66457, Registration No. 333-66429, Registration No. 333-07315, and Registration No. 333-88160, relating to an aggregate of 1,500,000 shares issuable under the Registrant's 1995 Employee Stock Purchase Plan. Following the registration of the additional 750,000 shares under this Registration Statement, a total of 2,250,000 shares will be registered under the 1995 Employee Stock Purchase Plan, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS.
Exhibit No. Description Reference ---------- ----------- --------- 5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith 23.01 Consent of PricewaterhouseCoopers LLP (independent registered public accounting firm for the Registrant). Filed herewith 23.02 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit 5.01 to this Registration Statement). Filed herewith 24.01 Power of Attorney (included on the signature page of this Registration Statement). Filed herewith 99.01 Registrant's 1995 Employee Stock Purchase Plan, as amended. Filed herewith
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 30th day of June, 2004. BROOKS AUTOMATION, INC. By: /s/ Robert J. Therrien ----------------------------- Robert J. Therrien Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Robert J. Therrien and Thomas S. Grilk, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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, Chairman and Chief June 30, 2004 --------------------------------- Executive Officer (Principal Robert J. Therrien Executive Officer) /s/ Robert W. Woodbury, Jr. Senior Vice President and June 30, 2004 --------------------------------- Chief Financial Officer Robert W. Woodbury, Jr. (Principal Financial and Accounting Officer) /s/ Edward C. Grady Director, President and Chief June 30, 2004 --------------------------------- Operating Officer Edward C. Grady /s/ Roger D. Emerick Director June 30, 2004 --------------------------------- Roger D. Emerick /s/ Amin J. Khoury Director June 30, 2004 --------------------------------- Amin J. Khoury /s/ A. Clinton Allen Director June 30, 2004 --------------------------------- A. Clinton Allen
/s/ Joseph R. Martin Director June 30, 2004 --------------------------------- Joseph R. Martin /s/ John K. McGillicuddy Director June 30, 2004 --------------------------------- John K. McGillicuddy
INDEX TO EXHIBITS
Exhibit No. Description Reference ---------- ----------- --------- 5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith 23.01 Consent of PricewaterhouseCoopers LLP (independent registered public accounting firm for the Registrant). Filed herewith 23.02 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit 5.01 to this Registration Statement). Filed herewith 24.01 Power of Attorney (included on the signature page of this Registration Statement). Filed herewith 99.01 Registrant's 1995 Employee Stock Purchase Plan, as amended. Filed herewith