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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):
May 5, 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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(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION
On May 5, 2000, the Registrant purchased all of the equity interest in
Irvine Optical Company LLC ("Irvine Optical") from Ronald A. McIntyre,
Christopher G. McIntyre and The Peninsula Fund Limited Partnership (the
"Sellers") in exchange for 307,493 shares of the Registrant's common stock (the
"Purchase Shares"). As of the date of the closing, the Purchase Shares had a
fair market value of approximately $25,993,000. Subsequently, the Registrant
repaid a long-term debt obligation of Irvine Optical in the amount of
$7,089,000. The transaction will be accounted for as a pooling of interests.
Irvine Optical is a leading manufacturer of micro/macro inspection,
wafer handling, and sorting and control equipment, primarily to the
semiconductor industry. Irvine Optical has over 24 years of experience serving
the semi-conductor industry in its core competency of wafer handling technology.
The terms of the purchase of Irvine Optical are more fully described in
the Interests for Stock Purchase Agreement dated as of May 5, 2000 (the
"Purchase Agreement") between the Registrant, the Sellers and Irvine Optical
filed as an exhibit to this Form 8-K Report. Of the shares issued in the
transaction, approximately 10% (or 30,749 shares) were placed in escrow to
secure certain indemnification obligations of the Sellers under the Purchase
Agreement until the earlier of: (i) May 5, 2001 or (ii) the date of release of
audited financial statements of the Registrant for the fiscal year ended
September 30, 2000.
A number of the employees of Irvine Optical will be retained by the
Registrant to operate the business. In connection with the transaction, the
Registrant entered into non-competition agreements with Ronald A. McIntyre and
Christopher G. McIntyre and a non-solicitation and proprietary information
agreements with certain key employees of Irvine Optical.
The Purchase Shares were issued pursuant to the Rule 506 exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, they constitute "restricted securities" within
the meaning of the Securities Act. However, in connection with the transaction,
the Registrant also agreed to file a registration statement after July 20, 2000
to register the Purchase Shares for resale by the Sellers.
The terms of the transaction and the consideration received by the
Sellers were a result of arm's length negotiations between representatives of
the Sellers and the Registrant. Prior to the completion of the transaction,
there had been no material relationship between either Irvine Optical or the
Sellers on the one hand and the Registrant and its affiliates on the other hand.
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ITEM 7. EXHIBITS
ITEM NO. DESCRIPTION
2.1 Interests for Stock Purchase Agreement dated May 5, 2000,
by and among the Registrant, Ronald A. McIntyre,
Christopher G. McIntyre, The Peninsula Fund Limited
Partnership and Irvine Optical Company LLC
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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 hereunto duly authorized.
Dated: May 18, 2000 BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
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Ellen B. Richstone
Senior Vice President of Finance and
Administration and Chief Financial
Officer
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EXHIBIT INDEX
ITEM NO. DESCRIPTION
2.1 Interests for Stock Purchase Agreement dated May 5, 2000,
by and among the Registrant, Ronald A. McIntyre,
Christopher G. McIntyre, The Peninsula Fund Limited
Partnership and Irvine Optical Company LLC