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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):
September 30, 1999
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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 September 30, 1999, the Registrant acquired substantially all of the assets
and assumed certain of the liabilities of the Infab Division of Jenoptik AG
("Jenoptik") in exchange for 914,286 shares of the Registrant's common stock,
subject to adjustment pending the completion of a post closing review of the
purchased assets. The Infab Division is a worldwide supplier of advanced factory
automation systems headquartered in Germany. The assets purchased from the Infab
Division included fixed assets, usable inventory, collectible receivables,
patents and intellectual property. The Registrant intends to continue to use
these assets in connection with its conduct of the business of the former Infab
Division.
As part of this transaction, the Registrant appointed Jurgen Giessmann, an
executive officer of Jenoptik, to the Registrant's Board of Directors pursuant
to a Stockholder Agreement dated September 30, 1999 among the Registrant,
Jenoptik, a subsidiary of Jenoptik and Robert J. Therrien, the president and
chief executive officer of the Registrant and a member of the Registrant's Board
of Directors. Under the Stockholder Agreement, until Jenoptik no longer holds
all its shares purchased from the Registrant in this transaction, or until
September 30, 2004, whichever occurs first, the Registrant has agreed to
nominate a reasonably acceptable candidate of Jenoptik to the Registrant's Board
of Directors in each election of the Registrant's directors, Robert J. Therrien
agreed to vote all his shares in favor of such nominees for election to the
Board of Directors. Jenoptik, in turn, agreed to vote in favor of the other
candidates to the Registrant's Board of Directors and for other matters, in the
same proportion as the votes cast by the other holders of the Registrant's
common stock. Jenoptik also agreed not to buy or sell shares of the Registrant's
common stock except in specified circumstances. Jenoptik further agreed to share
information with the Registrant regarding upcoming projects and to give the
Registrant the right of first refusal as a supplier. The terms of the asset
purchase are more fully described in the Stockholder Agreement and the Master
Purchase Agreement dated as of September 30, 1999, among the Registrant,
Jenoptik and certain of their respective direct or indirect subsidiaries.
Except as otherwise summarized in this Report, there is no material relationship
between Jenoptik 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 Jenoptik were as a result of
arms-length negotiations between representatives of Jenoptik and the Registrant.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required financial statements relating to Infab Group are
not included in this Report. The Registrant plans to file the
required financial statements by December 15, 1999.
(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 December 15, 1999.
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(c) EXHIBITS
ITEM NO. DESCRIPTION
2.1 Master Purchase Agreement by and among Brooks
Automation, Inc., FASTech Integration, Inc.,
Brooks Automation GmbH, Jenoptik AG, Meissner &
Wurst Zander Holding GmbH, Jenoptik Infab GmbH,
Jenoptik Infab KK, Jenoptik Infab PLC, Jenoptik
Infab, Ltd., Meissner & Wurst US, Inc. and
Jenoptik Infab, Inc. dated as of September 9,
1999, as amended on September 30, 1999.
2.2 Stockholder Agreement dated September 30, 1999
among Brooks Automation, Inc., Jenoptik AG,
Meissner & Wurst Zander Holding GmbH and Robert J.
Therrien.
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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: October 15, 1999
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EXHIBIT INDEX
2.1 Master Purchase Agreement by and among Brooks
Automation, Inc., FASTech Integration, Inc.,
Brooks Automation GmbH, Jenoptik AG, Meissner &
Wurst Zander Holding GmbH, Jenoptik Infab GmbH,
Jenoptik Infab KK, Jenoptik Infab PLC, Jenoptik
Infab, Ltd., Meissner & Wurst US, Inc. and
Jenoptik Infab, Inc. dated as of September 9,
1999, as amended on September 30, 1999.
2.2 Stockholder Agreement dated September 30, 1999
among Brooks Automation, Inc., Jenoptik AG,
Meissner & Wurst Zander Holding GmbH and Robert J.
Therrien.