As filed with the Securities and Exchange Commission on November 19, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC.
1998 EMPLOYEE EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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(Name and Address of Agent For Service)
(978) 262-2400
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Proposed Maximum Aggregate Amount of
Securities to Amount to Offering Price Offering Registration
be Registered be Registered Per Share(1) Price(1) Fee
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Common Stock, $.01 par value 1,200,000 $35.51 $42,612,000 $10,653.00
Preferred Share Purchase Rights(3) 1,200,000 -- -- --
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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 an employee benefit plan is effective. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's registration
statement on Form S-8 (Registration No. 333-66455) are hereby incorporated by
reference.
(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 high and low prices for the Registrant's common stock on the
Nasdaq National Market on November 14, 2001.
(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 1,200,000 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 1998 Employee
Equity Incentive 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.2 Description of Capital Stock (contained in the Certificate of
Incorporation, as amended, of the Registrant, filed as Exhibit
3.01 to the Registrant's Quarterly Report on Form 10-Q).*
4.3 Rights Agreement, dated July 23, 1997.**
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants
23.4 Consent of Brown, Rudnick, Freed & Gesmer (included in its
legal opinion filed as Exhibit 5.1 to this Registration
Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.*
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* Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000. The number assigned
to each Exhibit above is the same as the number assigned to the Exhibit
in the Quarterly Report.
** Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-34487). The number assigned to the
Exhibit above is the same as the number assigned to the Exhibit in the
Registration Statement.
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 9th
day of November, 2001.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
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Robert J. Therrien
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Ellen B. Richstone and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his 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 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
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/s/ Robert J. Therrien Director, Chief Executive November 9, 2001
--------------------------- Officer and President
Robert J. Therrien (Principal Executive Officer)
/s/ Ellen B. Richstone Senior Vice President Finance November 9, 2001
--------------------------- and Administration and Chief
Ellen B. Richstone Financial Officer (Principal
Financial Officer)
/s/ Steven E. Hebert Principal Accounting Officer November 9, 2001
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Steven E. Hebert
/s/ Roger D. Emerick Director November 9, 2001
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Roger D. Emerick
/s/ Amin J. Khoury Director November 9, 2001
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Amin J. Khoury
/s/ Juergen Giessmann Director November 9, 2001
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Juergen Giessmann
/s/ Joseph Martin Director November 9, 2001
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Joseph Martin
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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4.2 Description of Capital Stock (contained in the Certificate of
Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to
the Registrant's Quarterly Report on Form 10-Q).*
4.3 Rights Agreement, dated July 23, 1997.**
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants
23.4 Consent of Brown, Rudnick, Freed & Gesmer (included in its legal
opinion filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (included on the signature page of this Registration
Statement).
99.4 Registrant's 1998 Employee Equity Incentive Plan, as amended.*
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* Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2000. The number assigned to each
Exhibit above is the same as the number assigned to the Exhibit in the Quarterly
Report.
** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (Registration No. 333- 34487). The number assigned to the Exhibit above is
the same as the number assigned to the Exhibit in the Registration Statement.