SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
BROOKS AUTOMATION, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
11434A-10-0
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(CUSIP Number)
MITCHELL G. TYSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE
BILLERICA, MA 01821
(978) 670-4270
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 23, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. |_|
SCHEDULE 13D
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CUSIP NO. 11434A-10-0 PAGES 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PRI AUTOMATION, INC.
IRS EMPLOYER IDENTIFICATION NO.: 04-2495703
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
NOT APPLICABLE (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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8 SHARED VOTING POWER (1)
1,296,949
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9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
1,296,949
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1) (2)
6.45%
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14 TYPE OF REPORTING PERSON
CO
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(1) The Reporting Person disclaims beneficial ownership of such shares, and this
statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this statement.
(2) Percentage based upon the 19,904,968 shares of Brooks Automation, Inc.
outstanding on October 19, 2001.
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CUSIP NO. 11434A-10-0 PAGE 3 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock of Brooks
Automation, Inc. ("Brooks"). The principal executive office of
Brooks is located at 15 Elizabeth Drive, Chelmsford,
Massachusetts, 01824.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This statement is filed by PRI Automation, Inc., a Massachusetts
and (f) corporation ("PRI") PRI has its principal place of business and
principal office at 805 Middlesex Turnpike, Billerica,
Massachusetts, 01821. PRI provides advanced automation systems
and software to the semiconductor industry.
Attached hereto as Appendix A is information required by this
Item 2 with respect to the executive officers and directors of
PRI. All such individuals are U.S. citizens.
(d)-(e) During the last five years, neither PRI, nor to PRI's knowledge,
any executive officer or director of PRI, has been (i) convicted
in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or
final order enjoining him, her or it, as the case may be, from
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with the Agreement and Plan of Merger dated as of
October 23, 2001 by and among PRI, Brooks and Pontiac Acquisition
Corp., a Delaware corporation ("Merger Sub") and wholly owned
subsidiary of Brooks (the "Merger Agreement," filed as Exhibit
99.A to this Schedule 13D), the directors and certain executive
officers of Brooks holding in the aggregate approximately 6.45%
of the common stock of Brooks (including for such purpose shares
of common stock issuable upon exercise of outstanding options to
purchase common stock that are exercisable within sixty days of
the date of the voting agreements) (collectively, the "Proxy
Grantors"), entered into voting agreements with PRI attached
hereto as Exhibits 99.B through 99.K (the "Voting Agreements"),
whereby each Proxy Grantor agreed with PRI to vote in favor of
the Merger Agreement, the merger and the other transactions
contemplated by the Merger Agreement and granted to PRI an
irrevocable proxy for the term of the Merger Agreement to vote
such Proxy Grantor's shares in favor of the Merger Agreement, the
merger and the other transactions contemplated by the Merger
Agreement. Capitalized terms used in this Schedule 13D but not
otherwise defined herein have the meanings ascribed to them in
the Merger Agreement and Voting Agreements.
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CUSIP NO. 11434A-10-0 PAGE 4 OF 10 PAGES
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ITEM 4. PURPOSE OF THE TRANSACTION
(a)-(c), (e) Brooks, PRI and Merger Sub have entered into the Merger
and (j) Agreement, pursuant to which each outstanding share of PRI common
stock will be converted automatically into the right to receive
0.52 shares of Brooks common stock. The Merger Agreement provides
that Merger Sub will be merged with and into PRI (the "Merger").
Following the Merger, PRI will continue as the surviving
corporation (the "Surviving Corporation") and become a wholly
owned subsidiary of Brooks, and the separate corporate existence
of Merger Sub will cease. Immediately after the Merger, the
former holders of PRI common stock will own approximately 39% of
Brooks' equity on a fully-diluted basis, based on securities
outstanding as of October 19, 2001. The foregoing summary of
certain provisions of the Merger Agreement is qualified in its
entirety by reference to the text of the Merger Agreement.
Except as described in the Merger Agreement and this Item 4, PRI
does not have any present plans or proposals that would relate to
or result in (i) the acquisition by any person of additional
securities of Brooks or the disposition of securities of Brooks;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving Brooks or any of its
subsidiaries; (iii) a sale or transfer of a material amount of
assets of Brooks or any of its subsidiaries; (iv) any change in
the Board of Directors of Brooks (the "Brooks Board") or
management of Brooks; (v) any material change in the present
capitalization or dividend policy of Brooks; (vi) any other
material change in Brooks' business or corporate structure; (vii)
changes in the charter or bylaws or other actions that might
impede the acquisition of control of Brooks by any person; (viii)
causing a class of securities of Brooks to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity
securities of Brooks becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to
the foregoing.
(d) The Merger Agreement provides that promptly following the
effective time of the Merger Brooks will increase the size of its
board of directors to seven directors and will appoint as
directors Mitchell G. Tyson, the President and Chief Executive
Officer of PRI, and one other designee of PRI. If either person
is unable or unwilling at the effective time to serve as a
director of Brooks, Brooks will appoint another designee of PRI
in place of that person.
(e) Pursuant to the Merger Agreement, Brooks and PRI have generally
agreed that, before the consummation of the Merger, neither party
shall declare or pay any dividends on or make any other
distributions (whether in cash, stock or property) in respect of
any of its capital stock, or split, combine or reclassify any of
its capital stock or issue or authorize the issuance of any other
securities in respect of, in lieu of or in substitution for
shares of its capital stock.
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CUSIP NO. 11434A-10-0 PAGE 5 OF 10 PAGES
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(f) It is expected that, immediately following the Merger, the
business operations of PRI will be conducted by the Surviving
Corporation substantially as they are currently being conducted.
Upon completion of the Merger, Brooks intends to conduct a
detailed review of PRI and its assets, corporate structure,
capitalization, operations, policies, management and personnel.
After such review, Brooks will determine what actions or changes,
if any, would be desirable in light of the circumstances that
then exist.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) As a result of PRI's obtaining an irrevocable proxy with respect
to the shares owned by the Proxy Grantors pursuant to the Voting
Agreements as described herein, PRI may be deemed to have shared
voting power with respect to, and therefore to own beneficially,
an aggregate of 1,296,949 shares (including 214,425 shares
subject to options exercisable by the Proxy Grantors within 60
days of October 23, 2001), representing approximately 6.45% of
the shares of common stock of Brooks outstanding on October 19,
2001 (based on Brooks' representation of its capitalization in
the Merger Agreement). PRI disclaims beneficial ownership of such
shares, and this statement shall not be construed as an admission
that PRI is, for any or all purposes, the beneficial owner of
such shares.
(d) Until the effective time of the Merger, each Proxy Grantor will
retain the right to receive dividends in respect of, and the
proceeds from the sale of, the shares of such Proxy Grantor,
subject to certain restrictions on transferability imposed under
the Voting Agreements.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In connection with the Merger Agreement, PRI and the Proxy
Grantors have entered into the Voting Agreements. The following
summary of certain provisions of the Voting Agreements is
qualified in its entirety by reference to the text of the Voting
Agreements as attached as Exhibits 99.B through 99.K.
Pursuant to the Voting Agreements, each Proxy Grantor has agreed
to vote any Brooks common stock with respect to which the Proxy
Grantor has voting power
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CUSIP NO. 11434A-10-0 PAGE 6 OF 10 PAGES
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("Proxy Shares") to approve and adopt the Merger Agreement, the
Merger and all agreements and actions related to the Merger at
every meeting of the stockholders of Brooks, and at every
adjournment thereof, at which such Merger Agreement and other
related agreements (or any amended version thereof), or such
other related actions, are submitted for the consideration and
vote of the stockholders of Brooks. Each Proxy Grantor has
further agreed not to vote any Proxy Shares in favor of the
approval of any (i) reorganization, recapitalization, liquidation
or winding up of Brooks or any other extraordinary transaction
involving Brooks, (ii) corporate action the consummation of which
would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger
Agreement, or (iii) other matter relating to, or in connection
with, any of the foregoing matters.
Each Proxy Grantor agreed that, during the term of the Voting
Agreements, he or she would not, without the prior written
consent of PRI, directly or indirectly, (i) grant any proxies or
enter into any voting trust or other agreement or arrangement
with respect to the voting of any Proxy Shares, or (ii) sell,
assign, transfer, encumber or otherwise dispose of, or solicit
the sale, assignment, transfer, encumbrance or other disposition
of, or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any
Proxy Shares; PROVIDED HOWEVER, that each Proxy Grantor may
assign or transfer any Proxy Shares for estate planning or
charitable purposes to any person who shall have executed and
delivered to PRI, prior to such assignment or transfer, a voting
agreement substantially identical to the original Voting
Agreement with respect to the Proxy Shares to be received by such
person in such assignment or transfer.
Each Proxy Grantor agreed to notify PRI promptly and to provide
all details required by PRI if he or she is approached or
solicited, directly or indirectly, by any person with respect to
any Proxy Shares held by such Proxy Grantor.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.A(*) Agreement and Plan of Merger dated as of October 23, 2001,
by and among Brooks Automation, Inc., PRI Automation, Inc.
and Pontiac Acquisition Corp.
Exhibit 99.B Voting Agreement dated as of October 23, 2001 by and
among PRI Automation, Inc. and Juergen Giessmann
Exhibit 99.C Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Lynda M. Avallone
Exhibit 99.D Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Charles McKenna
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CUSIP NO. 11434A-10-0 PAGE 7 OF 10 PAGES
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Exhibit 99.E Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Ellen B. Richstone
Exhibit 99.F Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Michael W. Pippins
Exhibit 99.G Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Steven E. Hebert
Exhibit 99.H Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Robert J. Therrien
Exhibit 99.I Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Amin J. Khoury
Exhibit 99.J Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Jeff Cassis
Exhibit 99.K Voting Agreement dated as of October 23, 2001 by and among
PRI Automation, Inc. and Joseph R. Martin
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(*) Incorporated by reference to the Form 8-K of PRI as filed
with the Securities and Exchange Commission on October 26, 2001.
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CUSIP NO. 11434A-10-0 PAGE 8 OF 10 PAGES
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: November 2, 2001 PRI AUTOMATION, INC.
By: /s/ Cosmo S. Trapani
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Cosmo S. Trapani
Treasurer and Chief Financial Officer
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CUSIP NO. 11434A-10-0 PAGE 9 OF 10 PAGES
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
Exhibit 99.A (*) Agreement and Plan of Merger dated as of October 23, 2001, by and among
Brooks Automation, Inc., PRI Automation, Inc. and Pontiac Acquisition Corp.
Exhibit 99.B Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Juergen Giessmann
Exhibit 99.C Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Lynda M. Avallone
Exhibit 99.D Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Charles McKenna
Exhibit 99.E Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Ellen B. Richstone
Exhibit 99.F Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Michael W. Pippins
Exhibit 99.G Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Steven E. Hebert
Exhibit 99.H Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Robert J. Therrien
Exhibit 99.I Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Amin J. Khoury
Exhibit 99.J Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Jeff Cassis
Exhibit 99.K Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc.
and Joseph R. Martin
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(*) Incorporated by reference to the Form 8-K of PRI as filed with the
Securities and Exchange Commission on October 26, 2001.
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CUSIP NO. 11434A-10-0 PAGE 10 OF 10 PAGES
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SCHEDULE 13D
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF PRI
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each director and executive officer of PRI. Unless otherwise
indicated, the business address of each such person is c/o PRI Automation, Inc.,
805 Middlesex Turnpike, Billerica, MA, 01821.
DIRECTORS PRESENT PRINCIPAL OCCUPATION
Mordechai Wiesler Chairman of the Board, PRI Automation, Inc.
Mitchell G. Tyson President, Chief Executive Officer and Director,
PRI Automation, Inc.
Amram Rasiel Private Investor
Boruch B. Frusztajer President, BBF Corporation
275 Wyman Street, Suite 150
Waltham, Massachusetts 02451
Alexander V. d'Arbeloff Chairman, MIT Corporation
Building 5-205
77 Massachusetts Avenue
Cambridge, Massachusetts 02139
Kenneth M. Thompson President, Chief Executive Officer and Director,
911 Bern Court, Suite 110 AvantCom Network, Inc.
San Jose, California 95112
EXECUTIVE OFFICERS PRESENT EMPLOYMENT
Mitchell G. Tyson President, Chief Executive Officer and Director
Cosmo S. Trapani Chief Financial Officer
Robert de Neve Vice President and General Manager, OEM Systems Division
Brad Lawrence Vice President and General Manager, Automation Systems
Division