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): October 23, 2001
------------------
PRI AUTOMATION, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-24934 04-2495703
--------------------------------------------------------------------------------
(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
805 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 670-4270
----------------------------
NOT APPLICABLE
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS.
On October 23, 2001, we entered into an Agreement and Plan of Merger with
Brooks Automation, Inc., a Delaware corporation, and its wholly owned subsidiary
Pontiac Acquisition Corp., a Massachusetts corporation. Following the merger, we
will become a wholly owned subsidiary of Brooks. Under the merger agreement,
holders of our common stock will receive 0.52 shares of Brooks common stock for
each share of our common stock outstanding at the time of the merger.
Brooks is a leading supplier of integrated automation solutions for the
global semiconductor, data storage and flat panel display manufacturing
industries.
The merger, which is expected to close in the first calendar quarter of
2002, is subject to certain conditions, including regulatory approvals, the
approval of the merger by our stockholders, and the approval by Brooks'
stockholders of the issuance of Brooks common stock in the merger.
In addition, our directors and certain executive officers as well as
Brooks' directors and certain executive officers have entered into voting
agreements, agreeing to vote in favor of all actions related to the merger. We
have agreed not to solicit alternative takeover proposals. Upon the termination
of the merger agreement following the occurrence of certain events listed in the
merger agreement, we will pay Brooks a termination fee of $14,000,000.
Subject to the approval of Brooks' stockholders, upon consummation of the
merger, Brooks will change its name to Brooks-PRI Automation, Inc., its board of
directors will be increased from five to seven, and Mitchell G. Tyson, our
president and chief executive officer, and one other designee of ours will be
elected to fill the two new director positions.
The merger is intended to qualify as a tax-free reorganization within the
meaning of section 368 of the Internal Revenue Code of 1986, as amended, and
will be accounted for as a purchase transaction.
We and Brooks have both amended our respective stockholder rights plans to
provide that the plans will not apply to the merger.
This description of the merger agreement and the related transactions is
not complete and is qualified in its entirety by reference to the merger
agreement filed as Exhibit 2.1 and incorporated by reference.
The joint press release we issued with Brooks announcing the merger
agreement is attached as Exhibit 99.1 and is incorporated by reference.
-2-
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
NUMBER TITLE
------ -----
2.1 Agreement and Plan of Merger dated as of October 23, 2001, by and
among Brooks Automation, Inc., PRI Automation, Inc. and Pontiac
Acquisition Corp.
99.1 Press Release dated October 24, 2001, entitled "Brooks and PRI to
Merge, Creating Semiconductor Industry's Leading Supplier of
Automation Systems, Software and Services."
-3-
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.
PRI AUTOMATION, INC.
Dated: October 26, 2001 By: /s/ Cosmo S. Trapani
--------------------------------
Cosmo S. Trapani
Chief Financial Officer
-4-
EXHIBIT INDEX
NUMBER TITLE
------ -----
2.1 Agreement and Plan of Merger dated as of October 23, 2001,
by and among Brooks Automation, Inc., PRI Automation, Inc.
and Pontiac Acquisition Corp.
99.1 Press Release dated October 24, 2001, entitled "Brooks and
PRI to Merge, Creating Semiconductor Industry's Leading
Supplier of Automation Systems, Software and Services."
-5-