-----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, Dud0pR2C0fJ5+vkJrXZFFsi5zzsEJCM9snhZm9v8I5ws+BGKGwqHe//HP2yTZlSx Jkz2RTNiI7xgGcFu4fns0A== 0001209191-05-054285.txt : 20051028 0001209191-05-054285.hdr.sgml : 20051028 20051028160513 ACCESSION NUMBER: 0001209191-05-054285 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051026 FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEPOFSKY ROBERT CENTRAL INDEX KEY: 0001182721 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 051163350 MAIL ADDRESS: STREET 1: NINE HAMPSHIRE STREET CITY: MANSFIELD STATE: MA ZIP: 02048-9171 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-10-26 0 0000933974 BROOKS AUTOMATION INC BRKS 0001182721 LEPOFSKY ROBERT C/O BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD MA 01824 1 0 0 0 Common Stock 2005-10-26 4 A 0 283131 A 283131 D Common Stock 2005-10-26 4 A 0 2170 A 2170 I By 401(k) Plan Common Stock 2005-10-26 4 A 0 44400 A 44400 I By Trust Stock Option (Right to Buy) 18.75 2005-10-26 4 A 0 111000 A 2005-12-31 Common Stock 111000 111000 D Stock Option (Right to Buy) 12.69 2005-10-26 4 A 0 25000 A 2012-10-26 Common Stock 25000 136000 D Received in exhange for 255,073 shares of Helix Technology Corporation common stock in connection with the merger of Helix Technology Corporation and a wholly-owned subsidiary of Brooks Automation, Inc. (the "Merger"). On the effective date of the Merger, the closing price of Helix Technology Corporation's common stock was $13.96 per share, and the closing price of Brooks Automation, Inc.'s common stock was $12.69 per share. Received in the Merger in exchange for 1,955 shares of Helix Technology Corporation common stock. Received in the Merger in exchange for 40,000 shares of Helix Technology Corporation common stock. The reporting person disclaims beneficial ownership of these shares. Received in the Merger in exchange for a stock option to acquire 100,000 shares of Helix Technology Corporation common stock for $20.8125 per share. Received in the Merger in exchange for a stock option to acquire Helix Technology Corporation common stock granted on February 11, 1999. This option becomes exercisable with respect to 25% of such shares subject to the option on each anniversary of the date of grant. This option becomes exercisable with respect to 5,000 shares subject to the option on each anniversary of the date of grant, beginning on the first anniversary, such that the option becomes fully exercisable as of the fifth anniversary of the date of grant. No amount was paid upon grant of the option. The reporting person will pay for the shares upon exercise of the option pursuant to the price listed in Column 2. /s/ Lynda M. Avallone as Attorney-in-Fact for Robert J. Lepofsky 2005-10-28 EX-24.4_106107 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas S. Grilk and Lynda M. Avallone, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Brooks Automation, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of October, 2005. /s/ Robert J. Lepofsky Signature Robert J. Lepofsky Print Name -----END PRIVACY-ENHANCED MESSAGE-----