UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): May 10, 2006
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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| 0-25434
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04-3040660 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 15 Elizabeth Drive, Chelmsford, MA
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01824 |
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| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD;
TRANSFER OF LISTING.
The Company received on May 12, 2006 a staff determination letter from the Nasdaq Stock Market
stating that the Company fails to comply with Marketplace Rule 4310(c)(14) as a result of the fact
that the Company did not make a timely filing of its quarterly report on Form 10-Q for its March
31, 2006 fiscal quarter and did not indicate in its Form 12b-25 Notification of Late Filing that it
would file the Form 10-Q on or before the fifth calendar day following the prescribed due date. The
letter stated that the Company’s securities will be delisted from the Nasdaq Stock Market at the
opening of business on May 23, 2006 unless the Company requests a hearing in accordance with Nasdaq
Marketplace Rules. It is the Company’s intention to request such a hearing within the period
specified in the letter, which will stay the delisting pending the determination of the Nasdaq
Listing Qualifications Panel.
ITEM
4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
The board of directors of Brooks Automation, Inc. (the “Company”) has formed a special committee to
review certain matters concerning stock options. The review is not complete.
Based on a report from the special committee concerning the work done to date, on May 10, 2006 the
Company’s board of directors concluded that the Company will be required to correct certain SEC
filings, including particularly its financial statements contained in filings for some or all of
the periods commencing in fiscal 1999 and ending in fiscal 2005. In light of the pending
restatement, these financial statements, reported in SEC filings and elsewhere, and all earnings
press releases and similar communications issued by the Company relating to fiscal years 1999
through 2005, should not be relied upon.
The Company believes that it accounted for certain matters concerning stock options incorrectly,
and as a result recognized less compensation expense than it should have in periods prior to fiscal
2006. Based on the work done to date, the Company has not concluded whether there will be any
errors that affect financial statements for fiscal 2006 or whether it made material accounting
errors with respect to stock option grants made after fiscal 2002. The Company is in the process of
determining the impact of the errors and evaluating the impact of this matter on its system of
internal controls.
The Company has discussed its conclusions with its independent registered public accounting firm.
The Company intends to file any SEC filings required to be corrected and its quarterly report on
Form 10-Q for the period ending March 31, 2006 as soon as practicable after the special committee’s
review is complete, but after the fifth calendar date following the prescribed due date for the
March 31, 2006 10-Q.
ITEM 8.01. OTHER EVENTS.
The Company also announced on May 12, 2006 that it has received notice that the Securities and
Exchange Commission is conducting an informal inquiry concerning stock option grant practices to
determine whether violations of the federal securities laws have occurred. The Company is
cooperating fully with the SEC in this matter.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are filed as part of this report:
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release of Brooks Automation, Inc. dated May 11, 2006 |
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| 99.2 |
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Press Release of Brooks Automation, Inc. dated May 12, 2006 |