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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):
January 6, 2000
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Brooks Automation, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-25434 04-3040660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA 01824
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(Address of Principal Executive Office) (Zip Code)
(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
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Item 2. ACQUISITION OF ASSETS
On January 6, 2000, Brooks Automation, Inc. ("Brooks" or "Registrant"), a
leading supplier of tool and factory automation solutions for the global
semiconductor, data storage and flat panel display manufacturing industries,
completed the previously announced acquisition of the businesses of Auto-Soft
Corporation ("ASC") and AutoSimulations, Inc. ("ASI", and together with ASC, the
"Companies") from Daifuku America Corporation ("Daifuku America"), a U.S.
subsidiary of Daifuku Co., Ltd. of Japan. The transaction adds two leading
automation software companies to the family of Brooks integrated software
solutions. ASC, founded in 1985, is a leading material handling software and
systems integration company focusing on manufacturing and distribution of
logistic systems for the semiconductor industry. ASI is the world leader in
robotic and material handling simulation, scheduling and real time dispatching
software for the semiconductor industry. Brooks will continue to operate the
businesses of ASC and ASI as separate subsidiaries.
Brooks acquired ASC and ASI pursuant to the terms of an Agreement and Plan of
Merger dated as of December 15, 1999 among Brooks, ASC Merger Corp., ASI Merger
Corp., Daifuku America and Daifuku Co., Ltd., pursuant to which ASC Merger Corp
was merged into ASC and ASI Merger Corp was merged into ASI, and as a result of
which ASC and ASI became wholly owned subsidiaries of Brooks.
ASC and ASI were acquired by Brooks for an aggregate consideration of
approximately $59 million, payable (i) $27 million in cash at closing; (ii) $16
million in the form of Brook's Common Stock (or a total of 535,404 shares, based
upon the average closing price of Brooks Common Stock over a trailing 20-day
period); and (iii) $16 million payable pursuant to a one-year unsecured
Promissory Note bearing interest at 4.0% per annum. Of the shares issuable in
the transaction, half (or 267,702 shares) will be held in escrow for two years
to secure customary indemnification obligations of Daifuku. Daifuku America's
holdings (including the escrowed shares) constitute approximately 4% of Brooks'
outstanding Common Stock.
Prior to the completion of the acquisition of ASC by Brooks, ASC transferred the
portion of its business related to Factory Automation and Distribution
Automation ("FADA") to Daifuku America, and the FADA business was not acquired
by Brooks.
In connection with Daifuku America's receipt of the 535,404 shares of Brooks'
Common Stock, Brooks, Daifuku America and Daifuku Co., Ltd entered into a
Stockholder Agreement dated January 6, 2000. Under that Stockholder Agreement,
Daifuku America and Daifuku Co., Ltd. agreed to take such action as may be
required so that all voting securities of Brooks owned by Daifuku America or
Daifuku Co., Ltd and any of their affiliates (i) are represented at all meetings
and (ii) are voted in accordance with the recommendation of Brooks' Board of
Directors. This Stockholder Agreement also restricts Daifuku America and Daifuku
Co., Ltd. from buying or selling shares of Brooks Common Stock except in
specified circumstances.
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In connection with the transaction, Brooks, Daifuku America and Daifuku Co.,
Ltd. also entered into certain other agreements, including an agreement by
Daifuku Co., Ltd. and affiliates not to compete with certain of the products of
ASC and ASI for five years and an agreement whereby Brooks provided Daifuku
America with registration rights for the Brooks common stock it received in the
transaction.
Also in connection with the transaction, the parties entered into several
agreements related to cross licensing of technology, distribution and partnering
related to the acquired businesses and Daifuku's business. Under those
agreements, each of ASC and ASI granted to Daifuku distribution rights, rights
in certain of their technology, certain other technology rights were transferred
to Daifuku outright, and a Daifuku affiliate licensed certain rights in its
technology to ASC.
Prior to the completion of the transaction, there had been no material
relationship between Daifuku America or the Companies on the one hand and Brooks
and its affiliates on the other hand, except that ASC and ASI products
interfaced with certain of the products of Brooks' FASTech subsidiary.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements related to ASI and ASC are
not included in this Report. The Registrant plans to file the
required financial statements by March 21, 2000.
(b) UNAUDITED PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information is not included
in this Report. The Registrant plans to file the required pro
forma financial information by March 21, 2000.
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(c) EXHIBITS
ITEM NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated December 15, 1999, by and among
Brooks Automation, Inc., ASC Merger Corp., ASI Merger Corp.,
Daifuku America Corporation, and Daifuku Co., Ltd.
2.2 Stockholder Agreement by and among Brooks Automation, Inc.,
Daifuku America Corporation, and Daifuku Co., Ltd. dated January 6,
2000
2.3 Corporate Non-Competition and Proprietary Information Agreement
between Brooks, Daifuku Co., Ltd. and Daifuku America Corporation
dated January 6, 2000
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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, thereunto duly authorized.
By: /s/ ELLEN B. RICHSTONE
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Ellen B. Richstone
Senior Vice President of Finance and
Administration and Chief Financial
Officer
Dated: January 18, 2000
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EXHIBIT INDEX
ITEM NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated December 15, 1999, by and among
Brooks Automation, Inc., ASC Merger Corp., ASI Merger Corp.,
Daifuku America Corporation, and Daifuku Co., Ltd.
2.2 Stockholder Agreement by and among Brooks Automation, Inc., Daifuku
America Corporation, and Daifuku Co., Ltd. dated January 6, 2000
2.3 Corporate Non-Competition and Proprietary Information Agreement
between Brooks, Daifuku Co., Ltd. and Daifuku America Corporation
dated January 6, 2000