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) June 30, 1999
BROOKS AUTOMATION, INC.
-----------------------
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE
--------
(State or Other Jurisdiction of Incorporation)
0-25434 04-3040660
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, Massachusetts 01824
- --------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(978) 262-2400
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION
- ------
On June 30, 1999, the Registrant purchased, for an aggregate purchase price
of $2,841,754.00 (the "Purchase Price"), substantially all of the assets and
certain liabilities of (i) Domain Manufacturing Corporation, a Delaware
corporation ("DMC"); (ii) Domain Manufacturing SARL, a wholly-owned subsidiary
of DMC organized under the laws of the Republic of France; and (iii) three
foreign subsidiaries of a corporation affiliated with DMC. The Registrant
previously purchased all of the properties, assets and business used by DMC in
the conduct of its Patterns product line business for a purchase price of
$1,000,000.00. The assets purchased from DMC on June 30, 1999 included
intellectual property, accounts receivable and office equipment. These assets
were used by DMC and its affiliated subsidiaries in connection with the conduct
of its business as a developer of data analyses, advanced process control and
process development solutions (the "Business"). The Registrant intends to
continue to use these assets in connection with its conduct of the Business.
The Purchase Price was paid out of working capital and was determined according
to the book value of the assets as of April 30, 1999. The terms of the asset
purchase are more fully described in the Assets for Cash Purchase Agreement
dated as of June 23, 1999 (the "Agreement") by and among the Registrant, DMC and
Domain Solutions Corporation, a Delaware corporation and parent of DMC ("DSC").
The Registrant, DMC and DSC have agreed that $ 500,000.00 of the Purchase Price
will be retained by the Registrant pending the issuance of a letter of credit in
favor of the Registrant by BankBoston N.A. as security for claims for
indemnification under the Agreement by the Registrant against DSC. There is no
material relationship between either DMC or DSC and the Registrant or any
affiliate, director or officer of the Registrant or any associate of any such
director or officer. The terms of this transaction and the consideration
received by DMC were as a result of arm's length negotiations between
representatives of DSC, DMC and the Registrant.
ITEM 7. EXHIBITS
- ------
1 Assets for Cash Purchase Agreement dated as of June 23, 1999
among the Registrant, DSC and DMC.
2
SIGNATURE
---------
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 hereunto duly authorized.
Dated: July 14, 1999 BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
------------------------
Ellen B. Richstone
Chief Financial Officer
3