-----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, KeoWX4E8SkgbUug2gzh9FqTYnZPFAZZLdrK7kWLR1DE2mU781bkygAzqeDUd3orI 88g2N1GytNalvDm43mAWUw== 0000950135-06-000077.txt : 20060109 0000950135-06-000077.hdr.sgml : 20060109 20060109155911 ACCESSION NUMBER: 0000950135-06-000077 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051026 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 06519293 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-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 8-K/A 1 b58517bae8vkza.htm BROOKS AUTOMATION, INC. FORM 8-K/A e8vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 26, 2005
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
                       DELAWARE                       
(State or other jurisdiction of incorporation)
     
0-25434   04-3040660
     
(Commission File Number)   (IRS Employer Identification No.)
     
15 Elizabeth Drive, Chelmsford, MA   01824
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (978) 262-2400.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES

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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As reported on Form 8-K dated October 27, 2005, effective October 26, 2005, and pursuant to an Agreement and Plan of Merger dated as of July 11, 2005, as amended on August 29, 2005 (the “Merger Agreement”), by and among Brooks Automation, Inc., a Delaware corporation (“Brooks”), Helix Technology Corporation (“Helix”), a Delaware corporation, and Mt. Hood Corporation (“Mt. Hood”), a Delaware corporation and a direct wholly-owned subsidiary of Brooks, Mt. Hood has merged with and into Helix, with Helix being the surviving corporation (the “Merger”).
In connection with the Merger, each share of Helix common stock, par value $1.00 per share, other than shares held by Helix as treasury stock and shares held by Brooks and Mt. Hood, were cancelled and extinguished and automatically converted into the right to receive 1.11 (“Exchange Ratio”) shares of Brooks common stock, par value $.01 per share. In addition, at the effective time of the Merger, Brooks assumed all options then outstanding under Helix’s existing equity incentive plans, each of which now entitle the holder to purchase, to the extent exercisable, a number of shares of Brooks common stock (and at an exercise price) adjusted to reflect the Exchange Ratio.
This Form 8-K/A amends the current report on Form 8-K dated October 27, 2005 to include Item 9.01(a), Financial Statements of Businesses Acquired, and Item 9.01(b), Pro Forma Financial Information.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
This historical consolidated financial statements of Helix, including Helix’s consolidated balance sheets at December 31, 2004 and 2003 and the consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004, which are in each case included in the Helix Annual Report on Form 10-K for the fiscal year ended December 31, 2004, are incorporated herein by reference.
The historical consolidated financial statements of Helix, including Helix’s consolidated balance sheet at July 1, 2005 and consolidated income statement and statement of cash flows for the six months ended July 1, 2005, which are in each case included in Helix’s Quarterly Report on Form 10-Q for the period ended July 1, 2005, are incorporated herein by reference.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2005, the Unaudited Pro Forma Condensed Combined Statements of Operations for the Year Ended September 30, 2004 and for the Nine Months Ended June 30, 2005 and the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, which are in each case included in Brooks’ Registration Statement on Form S-4 (No. 333-127945), are incorporated herein by reference.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  BROOKS AUTOMATION, INC.
 		  
  /s/ Thomas S. Grilk    
Date: January 9, 2006  Thomas S. Grilk    
  Senior Vice President, General Counsel
and Secretary 		  
 

 

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