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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) February 16, 2000
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)
0-25434 04-3040660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, Massachusetts 01824
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(Address of Principal Executive Offices) (Zip Code)
(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 16, 2001, Brooks Automation, Inc. ("Brooks") acquired all
of the issued and outstanding capital stock of SEMY Engineering, Inc. ("SEMY")
from Semitool, Inc. ("Semitool") in exchange for $36 million in cash, subject to
adjustment, and 73,243 shares of Brooks' common stock (the "Brooks Shares").
SEMY, headquartered in Arizona, is a provider of advanced process and equipment
control systems for the semiconductor industry.
The Brooks Shares were issued pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"). However, in connection with the acquisition and in order
to register the Brooks Shares on behalf of Semitool, Brooks agreed to use its
best efforts to file a registration statement on Form S-3 within 15 days after
the acquisition, but in no event more than 30 calendar days after the
acquisition, and to use commercially reasonable efforts to cause the
registration statement to become effective.
The terms of the acquisition of SEMY are more fully described in the
Stock Purchase Agreement, dated February 16, 2001, by and among Brooks, SEMY and
Semitool, filed as an exhibit to this Form 8-K Report.
Also in connection with the acquisition, SEMY and Semitool entered into
an original equipment manufacturer agreement. The original term of this
agreement is for three years, during which time the parties agreed that SEMY
will sell certain products listed in the OEM Agreement to Semitool and Semitool
may act as an original equipment manufacturer and resell the products to
end-users. Additionally, until December 31, 2002, SEMY agreed to adjust the
terms and conditions of the agreement, including but not limited to price, to
the extent necessary to ensure that the terms and conditions applicable to
Semitool in the purchase of the products are at least as favorable as the terms
and conditions SEMY offers any of its other customers with respect to those
products.
The terms of the transaction and the consideration received by the
parties were a result of arm's length negotiations between representatives of
Brooks, Semitool and SEMY. Prior to the completion of the transaction, there had
been no material relationship between Brooks and Semitool or SEMY.
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ITEM 7. EXHIBITS
ITEM NO. DESCRIPTION
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2.1 Stock Purchase Agreement dated February 16, 2001, by and among
the Registrant, Semitool, Inc. and SEMY Engineering, Inc.
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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: March 1, 2001 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