As filed with the Securities and Exchange Commission on May 11, 2007
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
(State or Other Jurisdiction of Incorporation or Organization)
04-3040660
(I.R.S. Employer Identification Number)
15 Elizabeth Drive, Chelmsford, MA 01824
(Address of Principal Executive Offices)
Brooks Automation, Inc. Amended and Restated 2000 Equity Incentive Plan
Brooks Automation, Inc. 1995 Employee Stock Purchase Plan
(Full Title of the Plans)
Thomas S. Grilk
Senior Vice President, General Counsel and Secretary
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
(Name and Address of Agent for Service)
(978) 262-2400
(Telephone Number, Including Area Code for Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed |
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Amount of |
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Title of Securities to be |
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Amount to be |
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Offering Price Per |
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Maximum Aggregate |
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Registration |
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Registered |
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Registered (1) |
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Share (2) |
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Offering Price (2) |
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Fee (2) |
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Brooks Automation, Inc.
Amended and Restated
2000 Equity Incentive
Plan |
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Common Stock, par
value $.01 per
share, and related
Preferred Stock
Purchase Rights |
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3,000,000 |
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17.475 |
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$ |
52,425,000 |
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$ |
1,609.45 |
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Brooks Automation, Inc.
1995 Employee Stock
Purchase Plan |
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Common Stock, par
value $.01 per
share, and related
Preferred Stock
Purchase Rights |
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750,000 |
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$ |
17.475 |
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$ |
13,106,250 |
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$ |
402.36 |
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This Registration Statement covers an aggregate of 3,750,000 shares of the Registrant’s
common stock, par value $.01 per share (the “Common Stock”), that may be issued pursuant to (i)
awards granted under the Amended and Restated 2000 Equity Incentive Plan or (ii) the 1995
Employee Stock Purchase Plan, as amended. Pursuant to Rule 416(a) under the Securities Act of
1933, this registration statement also covers such additional shares of Common Stock as may be
issued in the event of a stock dividend, stock split, recapitalization or other similar
transaction. In addition, this registration statement covers related rights to purchase Series
A Junior Participating Preferred Stock, par value $.01 per share, registered on a Form 8-A filed
with the Securities and Exchange Commission on August 7, 1997 (the “Preferred Stock Purchase
Rights”). No separate consideration will be received for the Preferred Stock Purchase Rights,
which will initially trade together with the Common Stock. |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h)
on the basis of the average of the high and low sale prices of the Common Stock on the Nasdaq
National Market on May 9, 2007. |
The Registrant hereby increases the number of shares of its common stock registered for
issuance under its (i) Amended and Restated 2000 Stock Option Plan by 3,000,000 shares and (ii)
1995 Employee Stock Purchase Plan by 750,000 shares. Pursuant to General Instruction E to Form
S-8, the Registrant incorporates by reference into this Registration Statement the following
Registration Statements on Form S-8: (i) Registration No. 333-88158 and Registration No. 333-40842,
relating to an aggregate of 6,000,000 shares issuable under the Registrant’s Amended and Restated
2000 Equity Incentive Plan, and (ii) Registration No. 333-117029, 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 2,250,000 shares issuable under the
Registrant’s 1995 Employee Stock Purchase Plan. Following the registration of the additional
3,750,000 shares under this Registration Statement, a total of 9,000,000 shares will be registered
under the Amended and Restated 2000 Equity Incentive Plan, and a total of 3,000,000 shares will be
registered under the 1995 Employee Stock Purchase Plan, as amended.
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock being registered pursuant to this Registration
Statement will be passed upon for the Registrant by Thomas S. Grilk, Esq., General Counsel of the
Registrant. Mr. Grilk owns shares of Common Stock and options to purchase Common Stock.
Item 6.
Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 102 of the
General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation
may eliminate the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except where the
director breached his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made parties to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation’s best interests and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any
such capacity, arising out of his status as such, whether or not the corporation would otherwise
have the power to indemnify him under Section 145.
The Registrant’s certificate of incorporation provides that its directors shall not be liable
to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a
director, except that directors will be liable to the extent permitted by applicable law for breach
of the director’s duty of loyalty to the stockholders, actions or omissions not taken in good faith
or that involve intentional misconduct, pursuant to Section 174 of the DGCL or for any transaction
from which the director derived an improper benefit. The Registrant’s certificate of incorporation
provides that the Registrant may indemnify its directors and officers to the full extent permitted
by the laws of the State of Delaware. In addition, the Registrant’s bylaws provide that the
Registrant may indemnify its officers and directors to the fullest extent permitted by applicable
law.
All of the Registrant’s directors and officers are covered by insurance policies maintained by
the Registrant against specified liabilities for actions taken in their capacities as such,
including liabilities under the Securities Act, as amended. In addition, the Registrant has entered
into or offered to enter into indemnification agreements with each of its directors and
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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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chelmsford, Massachusetts on May 9, 2007.
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BROOKS AUTOMATION, INC.
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By: |
/s/ Edward C. Grady
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Edward C. Grady |
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Chief Executive Officer and Director |
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We, the undersigned officers and directors of Brooks Automation, Inc., hereby severally
constitute and appoint Thomas S. Grilk, Robert W. Woodbury, Jr. and Edward C. Grady, and each of
them singly, our true and lawful attorneys-in-fact, with full power to them in any and all
capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including
any post-effective amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may 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 indicated as of May 9, 2007.
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Title |
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/s/ EDWARD C. GRADY
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Chief Executive Officer and Director |
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EDWARD C. GRADY
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(Principal
Executive Officer) |
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/s/ ROBERT W. WOODBURY, JR.
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Senior Vice President and Chief Financial Officer |
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ROBERT W. WOODBURY, JR.
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(Principal
Financial and Accounting Officer) |
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/s/ A. CLINTON ALLEN |
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Director |
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A. CLINTON ALLEN
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/s/ ROBERT J. LEPOFSKY
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Director |
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ROBERT J. LEPOFSKY
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/s/ JOSEPH R. MARTIN
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Director |
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JOSEPH R. MARTIN
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/s/ JOHN K. MCGILLICUDDY
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Director |
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JOHN K. MCGILLICUDDY
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