UNITED STATES 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 26, 2005
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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| 0-25434
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04-3040660 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 15 Elizabeth Drive, Chelmsford, MA
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01824 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (978) 262-2400.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective October 26, 2005, and pursuant to the Agreement and Plan of Merger dated as of July
11, 2005, as amended on August 29, 2005 (the “Merger Agreement”), by and among Brooks Automation,
Inc., a Delaware corporation (“Brooks”), Helix Technology Corporation (“Helix”), a Delaware
corporation, and Mt. Hood Corporation (“Mt. Hood”), a Delaware corporation and a direct
wholly-owned subsidiary of Brooks, Mt. Hood has merged with and into Helix, with Helix being the
surviving corporation (the “Merger”).
In connection with the Merger, each share of Helix common stock, par value $1.00 per share, other
than shares held by Helix as treasury stock and shares held by Brooks and Mt. Hood, were cancelled
and extinguished and automatically converted into the right to receive 1.11 (“Exchange Ratio”)
shares of Brooks common stock, par value $.01 per share. In addition, at the effective time of the
Merger, Brooks assumed all options then outstanding under Helix’s existing equity incentive plans,
each of which now entitle the holder to purchase, to the extent exercisable, a number of shares of
Brooks common stock (and at an exercise price) adjusted to reflect the Exchange Ratio.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(a) Appointment of Principal Officers.
In accordance with the terms of the Merger Agreement, effective as of immediately prior
to the closing of the Merger on October 26, 2005, James F. Gentilcore was appointed President and
Chief Operating Officer of the newly created Semiconductor Products Group of Brooks, and Robert E.
Anastasi was appointed Executive Vice President, Global Operations of Brooks. Information
regarding the business experience of Messrs. Gentilcore and Anastasi, as well as a summary of the
employment agreements between Brooks and each of Messrs. Gentilcore and Anastasi, is set forth the
Joint Proxy Statement/Prospectus of Brooks included as part of Brooks’ Registration Statement on
Form S-4, File No. 333-127945 (the “Registration Statement”), under the headings “Board of
Directors and Management of Brooks Following the Merger” and “The Merger – Interests of Helix’s
Directors and Executive Officers in the Merger – Employment Arrangements with Brooks.” These
sections of the Registration Statement are included in this Current Report as Exhibit 99.1.
Information regarding Messrs. Gentilcore and Anastasi included in such sections of the Registration
Statement is incorporated herein by reference.
(b) Appointment of Directors and Director Emeritus.
The Merger Agreement provides that the Board of Directors of Brooks, upon consummation of
the Merger, will be composed of ten directors, consisting of the seven current directors of Brooks
and three additional directors selected by Helix from the Board of Directors of Helix. Effective
as of immediately prior to the closing of the Merger on October 26, 2005, each of Robert J.
Lepofsky, Alfred Woollacott, III and Mark S. Wrighton, each former directors of Helix, were
appointed as directors of Brooks. Each of A. Clinton Allen, Edward C. Grady, Roger D. Emerick,
Amin J. Khoury, Joseph R. Martin, John K. McGillicuddy and Robert J. Therrien are continuing as
directors of Brooks. In addition, Marvin G. Schorr, a director of Helix on the date of the Merger
Agreement, was appointed as a non-voting director emeritus of Brooks’ Board of Directors, with
notification, participation and any other rights of a regular Brooks director, other than voting
rights, to serve at least until October 26, 2006. Information about the three new directors and
the director emeritus, including their ages and business experience, is set forth in the
Registration Statement under the heading “Board of Directors and Management of Brooks Following the
Merger,” which information regarding such individuals is included in Exhibit 99.1 of this Current
Report and is incorporated herein by reference.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
(a) Amendments to Certificate of Incorporation.
Effective October 27, 2005, Brooks filed the following instruments to effect the indicated
amendments to its Certificate of Incorporation:
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Certificate of Amendment filed to increase Brooks’ authorized shares of common stock,
par value $.01 per share, from 100,000,000 shares to 125,000,000 shares. |
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Certificate of Elimination of Special Voting Preferred Stock filed to eliminate the
certificate of designations which created Brooks’ special voting preferred stock and return
the share of special voting preferred stock to undesignated preferred stock. |
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Certificate of Increase of Shares Designated as Series A Junior Participating Preferred
Stock filed to increase the shares of preferred stock designated as Series A Junior
Participating Preferred Stock by 25,000 shares to 126,500 shares. |
(b) Amendments to Bylaws.
Effective October 26, 2005, the Brooks board of directors amended Brooks’ bylaws to permit Brooks
common stock to be uncertificated.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Brooks intends to file the financial statements required by this item by an amendment to this
Current Report.
(b) Pro Forma Financial Information.
Brooks intends to file the financial statements required by this item by an amendment to this
Current Report.
(c) Exhibits.
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Exhibit 2.1
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Agreement and Plan of Merger dated as of July 11, 2005, as amended on August 29, 2005, by and
among Brooks, Helix and Mt. Hood. (Incorporated by reference to Exhibit 2.1 to the registrant’s
Registration Statement on Form S-4, file no. 333-127945) |
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Exhibit 3.1
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Certificate of Amendment. |
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Exhibit 3.2
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Certificate of Elimination of Special Voting Preferred Stock. |
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Exhibit 3.3
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Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock. |
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Exhibit 3.4
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Amended and Restated Bylaws of Brooks. |
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Exhibit 99.1
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Sections titled “The Merger – Interests of Helix’s Directors and Executive Officers in the
Merger — Employment Arrangements with Brooks” and “Board of Directors and Management of Brooks
Following the Merger” from Brooks’ Registration Statement on Form S-4, file no. 333-127945. |