SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 22, 1997 ------------------------------- PRI Automation, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 0-24934 04-2495703 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 805 Middlesex Turnpike, Billerica, Massachusetts 01821 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (508) 670-4270 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On February 18, 1997, the Company's Board of Directors voted to effect a stock split by means of a stock dividend of one share of fully paid and nonassessable Common Stock on each share of Common Stock issued and outstanding at the close of business on April 22, 1997, contingent on stockholder approval of an amendment to the Company's Restated Articles of Organization to increase the number of authorized shares of Common Stock from 12,000,000 to 24,000,000 shares (the "Amendment"). On April 22, 1997 the Company's stockholders approved the Amendment. The payment date for the stock dividend is May 2, 1997. 2 Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. By /s/ Stephen D. Allison ------------------------------------- Stephen D. Allison Chief Financial Officer Date: April 23, 1997 3