EXHIBIT 10.21
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________________________________________
STOCK PURCHASE AGREEMENT
________________________________________
Among
PRI AUTOMATION, INC.,
and
THE SHAREHOLDERS OF EQUIPE JAPAN CORPORATION
Dated as of October 25, 1997
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS............................................. 1
Section 1.1. Certain Defined Terms.......................... 1
ARTICLE II PURCHASE AND SALE....................................... 2
Section 2.1. Purchase and Sale of the Shares................ 2
Section 2.2. Purchase Price................................. 2
Section 2.3. Closing........................................ 2
ARTICLE III REPRESENTATIONS AND WARRANTIES OF EACH SELLER........... 4
Section 3.1. Authority...................................... 4
Section 3.2. Ownership...................................... 4
Section 3.3. Further Assurances............................. 4
Section 3.4. Investment in PRI Common....................... 4
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER......... 6
Section 4.1. Corporate Status............................... 6
Section 4.2. Authority...................................... 6
Section 4.3. Investment Purpose............................. 6
Section 4.4. Capitalization................................. 6
ARTICLE V ADDITIONAL AGREEMENT.................................... 7
Section 5.1. Further Action................................. 7
ARTICLE VI CONDITIONS TO CLOSING................................... 7
Section 6.1. Condition to Each Party's Obligations.......... 7
Section 6.2. Condition to Obligations of the Seller......... 7
Section 6.3. Conditions to Obligations of the Purchase...... 8
ARTICLE VII TERMINATION AND WAIVER.................................. 8
Section 7.1. Termination.................................... 8
Section 7.2. Effect of Termination.......................... 8
Section 7.3. Waiver......................................... 8
i.
Page
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ARTICLE VIII GENERAL PROVISIONS............................. 9
Section 8.1. Expenses....................................... 9
Section 8.2. Notices........................................ 9
Section 8.3. Public Announcements........................... 10
Section 8.4. Headings....................................... 10
Section 8.5. Severability................................... 10
Section 8.6. Entire Agreement............................... 10
Section 8.7. Assignment..................................... 10
Section 8.8. No Third Party Beneficiaries................... 11
Section 8.9. Amendment...................................... 11
Section 8.10. Governing Law.................................. 11
Section 8.11. Counterparts................................... 11
Section 8.12. Specific Performance........................... 11
Section 8.13. Indemnity Acknowledgment....................... 11
ii.
STOCK PURCHASE AGREEMENT, dated as of October 25, 1997, among PRI
Automation, Inc., a Massachusetts corporation (the "Purchaser"), and each of the
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persons and entities listed on Schedule A hereto, each of which is referred to
as a "Seller".
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, each Seller owns the number of shares (individually, a
"Share" and, collectively, the "Shares") of Equipe Japan Corporation, a
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Japanese joint-stock company (the "Company"), set forth opposite each Seller's
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name on Schedule A hereto; and
WHEREAS, each Seller wishes to sell to the Purchaser, and the
Purchaser wishes to purchase from each Seller, the Shares, upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements and covenants hereinafter set forth, the Purchaser and the Seller
hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Defined Terms. As used in this Agreement, the
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following terms shall have the following meanings:
"Action" means any claim, action, suit, arbitration, inquiry,
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proceeding or investigation by or before any Governmental Authority.
"Affiliate" means, with respect to any specified Person, any other
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Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such specified
Person.
"Closing" has the meaning specified in Section 2.3(a).
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"Closing Date" has the meaning specified in Section 2.3(a).
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"Control" (including the terms "controlled by" and "under common
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control with"), with respect to the relationship between or among two or more
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Persons, means the possession, directly or indirectly or as trustee or executor,
of the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, as trustee or
executor, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.
1.
"Governmental Authority" means any United States federal, state or
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local or any foreign government, governmental, regulatory or administrative
authority, agency or commission or any court, tribunal, or judicial or arbitral
body.
"Governmental Order" means any order, writ, judgment, injunction,
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decree, stipulation, determination or award entered by or with any Governmental
Authority.
"Law" means any federal, state, local or foreign statute, law,
---
ordinance, regulation, rule, code, order requirement or rule of common law.
"Merger" has the meaning specified in Section 6.1.
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"Merger Agreement" has the meaning specified in Section 6.1.
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"Person" means any individual, partnership, firm, corporation,
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association, trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.
"Purchase Price" has the meaning specified in Section 2.2.
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ARTICLE II
PURCHASE AND SALE
Section 2.1 Purchase and Sale of the Shares. Upon the terms and
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subject to the conditions contained in this Agreement, at the Closing, each
Seller shall sell to the Purchaser, and the Purchaser shall purchase from each
Seller, the number of Shares set forth opposite each Seller's name on Schedule
A.
Section 2.2 Purchase Price. The Purchase Price shall be 240 shares of
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common stock, $.01 par value, of Buyer ("PRI Common") per Share (the
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"Purchase Price"), payable as provided in Section 2.3(b).
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Section 2.3 Closing. (a) Subject to the terms and conditions of this
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Agreement, the sale and purchase of the Shares contemplated by this Agreement
shall take place at a closing (the "Closing") to be held at the offices of
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Foley, Hoag & Eliot LLP, Boston, Massachusetts immediately after the
consummation of the Merger, or at such other place or at such other time or on
such other date as the Sellers selling in the aggregate more than half of the
Shares pursuant hereto and the Purchaser may mutually agree upon in writing (the
date on which the Closing takes place being the "Closing Date").
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2.
(b) At the Closing:
(i) each Seller shall deliver or cause to be delivered to
the Purchaser stock certificates evidencing the
Shares which such Seller is selling pursuant hereto
duly endorsed in blank, or accompanied by stock
powers duly executed in blank, in form satisfactory
to the Purchaser;
(ii) the Purchaser shall execute and deliver to each
Seller a counterpart of the Registration Rights
Agreement contemplated by the Merger Agreement (the
"Registration Rights Agreement");
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(iii) each Seller shall execute and deliver to the
Purchaser a counterpart of the Registration Rights
Agreement;
(iv) the Purchaser shall deliver to each Seller listed on
Schedule 6.2 a stock option agreement, pursuant to
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which such Seller shall have nonqualified stock
options to purchase the number of shares of PRI
Common set forth opposite such Seller's name on
Schedule 6.2, with the terms set forth in Section
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6.2(d); and
(v) the Purchaser shall deliver to each Seller a stock
certificate evidencing the number of shares of PRI
Common set forth opposite each Seller's name on
Schedule A hereto.
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(c) Each Seller hereby appoints James Cameron and Paul Rogan,
and each of them, acting singly, with full power of substitution, the
representatives and attorneys-in-fact of such Seller (the "Seller's
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Representatives"), with full power and authority in the name of and for and on
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behalf of the undersigned to:
(i) sell and deliver to the Purchaser the Shares at the
Closing;
(ii) to execute and deliver the Registration Rights
Agreement, containing such terms and conditions as
the Seller's Representatives shall determine to be
advisable (provided that the terms and conditions of
each such agreement apply in a similar manner to the
Sellers and to the stockholders of Equipe
Technologies, Inc.);
(iii) to receive at the Closing and forward promptly to
such Seller the stock certificate referred to in
Section 2.3(b)(v) above; and
(iv) to take such other actions in furtherance of the
transactions contemplated hereby and by the Merger
Agreement as the
3.
Seller's Representatives shall determine in their
sole discretion to be appropriate or advisable.
This power of attorney, and the authority confirmed hereby, being
coupled with an interest, are irrevocable and shall not be terminable by any act
or deed of the undersigned, by the death or incapacity of the undersigned, by
operation of law or otherwise. Notwithstanding the foregoing, this power of
attorney shall terminate in the event that the Closing has not taken place by
May 31, 1998.
(d) Immediately following the execution hereof, each Seller will
deliver to the Seller's Representatives, to be held for the account of such
Seller and delivered to the Purchaser at the Closing, the certificate or
certificates representing the Shares to be sold by such Seller hereunder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF EACH SELLER
As an inducement to the Purchaser to enter into this Agreement, each
Seller, severally but not jointly, represents and warrants to the Purchaser as
follows:
Section 3.1. Authority. Such Seller has full power and authority to
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enter into this Agreement and the Registration Rights Agreement and this
Agreement is, and the Registration Rights Agreement, when executed and delivered
on behalf of such Seller by the Seller's Representatives, will be, binding and
enforceable against such Seller.
Section 3.2. Ownership. Such Seller is the sole and exclusive record
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and beneficial owner of all right, title and interest in and to the number of
Shares set forth opposite such Seller's name on Schedule A hereto, free and
clear of all claims, encumbrances of any nature whatsoever.
Section 3.3. Further Assurances. Upon the delivery of the Shares to
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the Purchaser against payment as provided for herein, good title to the Shares,
free and clear of all security interests, liens, claims, charges, options and
encumbrances of every kind and nature whatsoever will pass to the Purchaser and
such Seller will execute and deliver to the Purchaser such documents and take
such further action as may be reasonably requested by the Purchaser in order to
transfer ownership of and title to all Shares being purchased from such Seller
to the Purchaser.
Section 3.4. Investment in PRI Common.
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3.4.1 Such Seller (together with such Seller's financial and
other advisors, if any) has such knowledge and expertise in financial and
business matters that such Seller is capable of evaluating the merits and
risks of the exchange of such
4.
Seller's Shares for shares of PRI Common pursuant to this Agreement and of
protecting such Seller's interests in connection therewith. Such Seller has
the ability to bear the economic risk of the investment in PRI Common.
3.4.2 Such Seller has been provided with copies of the
Purchaser's Annual Report on Form 10-K, as amended, for the fiscal year
ended September 30, 1996, the definitive proxy statements for the
Purchaser's annual meeting of stockholders held on February 7, 1997 and the
special meeting of Purchaser's stockholders held on April 22, 1997 and its
Quarterly Reports on Form 10-Q for the fiscal quarters ended December 29,
1996, March 30, 1997 and June 29, 1997.
3.4.3 Such Seller is acquiring shares of PRI Common for such
Seller's own account and not with a view to, or for resale in connection
with, any distribution thereof in violation of applicable law, and such
Seller has no present intention of selling, granting any participating in,
or otherwise distributing the same in violation of applicable law. Such
Seller understands that the shares of PRI Common to be received by such
Seller pursuant to this Agreement have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), by reason of a
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specific exemption from the registration provisions of the Securities Act
that depends upon, among other things, the bona fide nature of such
Seller's investment intent and the accuracy of such Seller's
representations, warranties and covenants as expressed herein. Such Seller
understands that the shares of PRI Common to be received by such Seller
pursuant to this Agreement are characterized as "restricted securities"
under the Securities Act inasmuch as they are being acquired from PRI in a
transaction not involving a public offering and that under such laws and
application regulations such shares may be resold without registration
under the Securities Act only in certain limited circumstances. Such
Seller acknowledges that the shares of PRI Common must be held indefinitely
unless subsequently registered under the Securities Act (pursuant to the
Registration Rights Agreement or otherwise) or an exemption from such
registration is available. Such Seller is aware of the provisions of Rule
144 under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including the existence of a public market for the shares, the
availability of certain current public information about the Company, the
resale occurring not less than two years after a party has purchased and
paid for the security to be sold, the sale being effected through a
"broker's transaction" or in transactions directly with a "market
maker" (as provided by Rule 144(f) under the Securities Act) and the
number of shares being sold during any three-month period not exceeding
specified limitations.
3.4.4 It is understood that each certificate representing shares
of PRI Common received by such Seller pursuant to this Agreement shall bear
a legend substantially to the following effect (in addition to any legend
required under applicable state securities laws):
"THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
5.
OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED."
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
As an inducement to each Seller to enter into this Agreement, the
Purchaser represents and warrants to each Seller as follows:
Section 4.1. Corporate Status. The Purchaser is a corporation duly
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incorporated, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, with all necessary corporate power and authority
to enter into and perform its obligations under this Agreement and the
Registration Rights Agreement.
Section 4.2. Authority. This Agreement has been duly and validly
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authorized, executed and delivered by the Purchaser and is binding on and
enforceable against the Purchaser in accordance with its terms. As of the
Closing Date, the Registration Rights Agreement will be duly and validly
authorized, executed and delivered by the Purchaser and will be binding and
enforceable against the Purchaser.
Section 4.3. Investment Purpose. The Purchaser is acquiring the Shares
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for its own account for investment and not for or with a view to or for resale
in connection with any distribution thereof within the meaning of the Securities
Act.
Section 4.4. Capitalization. The authorized and outstanding capital
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stock of the Purchaser consists of (a) 400,000 shares of preferred stock, $.01
par value, none of which is issued and outstanding, and (b) 24,000,000 shares of
PRI Common, of which 14,570,920 shares were issued and outstanding as of June
29, 1997. All of the outstanding shares of PRI Common are, and the shares of PRI
Common when issued and delivered to each Seller in accordance with this
Agreement will be, duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights created by statute, the Purchaser's
articles of organization or bylaws, or any agreement to which the Purchaser is a
party or is bound. As of the date of the Agreement, all outstanding shares of
PRI Common are listed on the Nasdaq Stock Market, and there are no proceedings
to revoke or suspend such listing.
6.
ARTICLE V
ADDITIONAL AGREEMENT
Section 5.1. Further Action. Each of the parties hereto shall use
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all reasonable efforts to take or cause to be taken all appropriate action, do
or cause to be done all things necessary, proper or advisable, and execute and
deliver such documents and other papers, as may be required to carry out the
provisions of this Agreement and consummate and make effective the transactions
contemplated by this Agreement.
ARTICLE VI
CONDITIONS TO CLOSING
Section 6.1. Condition to Each Party's Obligations. The obligation
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of the Purchaser and each Seller to consummate the transactions contemplated by
this Agreement shall be subject to the consummation of the merger (the
"Merger") of E-Acquisition Corp., a California corporation and wholly owned
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subsidiary of the Purchaser ("Acquisition Corp."), into Equipe Technologies,
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Inc., a California corporation ("Equipe"), pursuant to a certain Agreement and
Plan of Reorganization, dated as of October 25, 1997, among the Purchaser,
Equipe, Acquisition Corp. and certain shareholders of Equipe (the "Merger
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Agreement").
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Section 6.2. Condition to Obligations of the Seller. The obligations
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of each Seller to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment, at or prior to the Closing, of the
following conditions:
(a) the representations and warranties of the Purchaser contained in
this Agreement shall have been true and correct when made and shall be true and
correct in all material respects as of the Closing Date, with the same force and
effect as if made as of the Closing Date;
(b) the covenants and agreements contained in this Agreement to be
complied with by the Purchaser at or prior to the Closing shall have been
complied with in all materials respects;
(c) the Registration Rights Agreement shall have been duly executed
and delivered to each Seller by the Purchaser; and
(d) the board of directors of PRI shall have authorized, and any
other necessary corporate action shall have been taken by PRI to cause, the
issuance, as of the Closing, of nonqualified stock options to purchase shares of
PRI Common to those Sellers listed on Schedule 6.2, in the respective amounts
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listed on Schedule 6.2 (the "PRI Options"). Such PRI Options shall be at an
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exercise price equal to the last reported sale price of the PRI Common as
reported by the Nasdaq National Market on the Closing Date, and shall otherwise
7.
be consistent in form and substance with the nonqualified stock options granted
by PRI to employees having comparable responsibilities.
Section 6.3. Conditions to Obligations of the Purchase. The
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obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing, of
the following conditions:
(a) the representations and warranties of each Seller and of the
Company contained in this Agreement shall have been true and correct when made
and shall be true and correct in all material respects as of the Closing Date
with the same force and effect as if made as of the Closing Date; and
(b) the covenants and agreements contained in this Agreement to be
complied with by each Seller and by the Company at or prior to the Closing shall
have been complied with in all material respects;
ARTICLE VII
TERMINATION AND WAIVER
Section 7.1. Termination. This Agreement may be terminated at any
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time prior to the Closing:
(a) by the mutual written consent of the Purchaser, the Company and
all of the Sellers;
(b) by either the Purchaser, the Company or the Sellers in the event
that any Governmental Authority shall have issued an order, decree or ruling or
taken any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such order, decree, ruling or
other action shall have become final and nonappealable; or
(c) by either the Purchaser, the Company or the Sellers in the event
that the Merger Agreement shall have been terminated pursuant to its terms.
Section 7.2. Effect of Termination. In the event of termination of
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this Agreement as provided in Section 7.1, this Agreement shall forthwith become
void and there shall be no liability on the part of any party hereto except that
nothing herein shall relieve any party from liability for any breach of this
Agreement.
Section 7.3. Waiver. Any extension or waiver shall be valid only if
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set forth in an instrument in writing signed by the party or parties to be bound
thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition,
8.
of this Agreement. The failure of any party to assert any of its rights
hereunder shall not constitute a waiver of any of such rights.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. Expenses. Except as otherwise specified in this
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Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the Closing
shall have occurred.
Section 8.2. Notices. All notices, requests, claims, demands and
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other communications hereunder shall be in writing and shall be deemed to have
been duly given or made as of the date delivered, mailed or sent if delivered
personally or by courier, mailed by registered or certified mail (postage
prepaid, return receipt requested) or sent by overnight courier or facsimile, to
the respective parties at the following addresses or telecopier numbers (or at
such other address or fax number for a party as shall be specified in a notice
given in accordance with this Section 8.3):
(a) if to a Seller, to the address set forth for such Seller on
Schedule A hereto;
(b) if to the Company:
Equipe Japan Corporation
22-2 Nobe, Daichi-Town
Iwakura-City
Aichi-Prefecture, Japan 482
Attention: President
with a copy to:
Brobeck, Phleger & Harrison LLP
Spear Street Tower
One Market
San Francisco, CA 94105
Fax: (415) 442-1010
Attention: Michael J. Kennedy, Esq.
9.
(c) if to the Purchaser:
PRI Automation, Inc.
800 Middlesex Turnpike
Billerica, MA 01821-3986
Fax: (978) 671-9430
Attention: Mitchell G. Tyson, President
with a copy to:
Foley, Hoag & Eliot, LLP
One Post Office Square
Boston, MA 02019
Fax: (617) 832-7000
Attention: Robert L. Birnbaum, Esq.
Section 8.3. Public Announcements. No party to this Agreement shall
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make, or cause to be made, any press release or public announcement or otherwise
communicate with any news media in respect of this Agreement or the transactions
contemplated hereby without the prior written consent of the other parties.
Section 8.4. Headings. The descriptive headings contained in this
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Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement
Section 8.5. Severability. If any term or other provision of this
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Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
Section 8.6. Entire Agreement. This Agreement constitutes the entire
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agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between
each Seller and the Purchaser with respect to the subject matter hereof.
Section 8.7. Assignment. This Agreement may not be assigned by
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operation of Law or otherwise without the express written consent of each Seller
and the Purchaser (which consent may be granted or withheld in the sole
discretion of each Seller or the Purchaser); provided, however, that the
Purchaser may assign this Agreement to an Affiliate of the Purchaser without the
consent of any Seller.
10.
Section 8.8. No Third Party Beneficiaries. This Agreement shall be
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binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
Section 8.9. Amendment. This Agreement may not be amended or
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modified except (a) by an instrument in writing signed by, or on behalf of, each
Seller and the Purchaser or (b) by a waiver in accordance with Section 7.3.
Section 8.10 Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the Commonwealth of Massachusetts
applicable to contracts executed in and to be performed entirely within that
state.
Section 8.11. Counterparts. This Agreement may be executed in one or
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more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
Section 8.12. Specific Performance. The parties hereto agreement
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irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or equity.
Section 8.13. Indemnity Acknowledgment. Each Seller hereby
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acknowledges and agrees, jointly and severally, to be bound by the provisions of
Article X and, to the extent applicable to Article X, Article XII of the Merger
Agreement as if such Seller were a "Holder" (as defined in the Merger
Agreement).
* * *
11.
IN WITNESS WHEREOF, each Seller has executed this Agreement in his or
her individual capacity and the Purchaser has caused this Agreement to be
executed by its officer thereunto duly authorized as of the date first written
above.
PURCHASER: SELLERS:
PRI AUTOMATION, INC.
By: /s/ Mordechai Wiesler /s/ Paul Rogan
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Name: Mordechai Wiesler Paul Rogan
Title: Chief Executive Officer
/s/ James Cameron
--------------------------------
James Cameron
/s/ Frantisek Pavlik
--------------------------------
Frantisek Pavlik
/s/ Lubomir Skrobak
--------------------------------
Lubomir Skrobak
/s/ Steven The
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Steven The
/s/ Masahiro Kadowaki
--------------------------------
Masahiro Kadowaki
/s/ Hidetsugu Yokoi
--------------------------------
Hidetsugu Yokoi
/s/ Hideo Ukai
--------------------------------
Hideo Ukai
/s/ Mikinori Yasuda
--------------------------------
Mikinori Yasuda
12.
Stock Purchase Agreement, dated as of October 25, 1997,
among PRI Automation, Inc. and the Shareholders of Equipe Japan Corporation
- --------------------------------------------------------------------------------
Schedules Omitted In Accordance with Item 601(b)(2) of Regulation S-K:
(a) Schedule of the stockholders of Equipe Japan; and
(b) Schedule of options to be issued to employees of Equipe Japan.
* * *
PRI Automation, Inc. ("PRI") will furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon request. PRI
may request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedule so furnished.