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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-42167
PROSPECTUS
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PRI AUTOMATION, INC.
111,258 SHARES OF COMMON STOCK
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The 111,258 shares (the "Shares") of common stock, par value $.01 per
share(the "Common Stock"), of PRI Automation, Inc. ("PRI" or the "Company")
covered by this Prospectus are being offered by certain stockholders of the
Company (the "Selling Stockholders") on a delayed or continuous basis, pursuant
to the exercise of registration rights. See "Selling Stockholders."
The Company will not receive any proceeds from the offering. The Company
will bear the costs relating to the registration of the Shares offered hereby
(other than selling commissions).
The Selling Stockholders named herein or any pledgees, donees, transferees
or other successors in interest, may offer the Shares, from time to time during
the effectiveness of this registration statement, for sale through the Nasdaq
National Market, in the over-the-counter market, in one or more negotiated
transactions, or through a combination of methods of sale, at prices and on
terms then prevailing or at negotiated prices. Sales may be effected to or
through broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions in connection therewith. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"PRIA." On December 19, 1997, the closing price for the Common Stock, as
reported on the Nasdaq National Market, was $29.75 per share.
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FOR A DESCRIPTION OF CERTAIN RISKS ASSOCIATED WITH THE COMMON STOCK
OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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ALL SECURITIES TO BE REGISTERED HEREBY ARE TO BE OFFERED BY CERTAIN OF THE
COMPANY'S STOCKHOLDERS.
THE DATE OF THIS PROSPECTUS IS DECEMBER 22, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and be
copied, at the prescribed rates, at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. The Company files certain documents
with the Commission electronically and these documents may be inspected and
copied at the Commission's Web site (http://www.sec.gov). The Common Stock of
the Company is quoted on the Nasdaq National Market. Reports, proxy statements
and other information concerning the Company may be inspected at the offices of
Nasdaq Stock Market, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information concerning
the Company and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules filed therewith, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and copies of which may be obtained from the
Commission at prescribed rates. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such documents filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Commission
are hereby incorporated in this Prospectus by reference and made a part hereof:
(a) the Company's annual report, as amended, on Form 10-K for the fiscal
year ended September 30, 1996;
(b) the Company's quarterly reports on Form 10-Q for the quarters ended
December 29, 1996, March 30, 1997 and June 29, 1997;
(c) the Company's current report on Form 8-K dated April 23, 1997;
(d) the Company's current report on Form 8-K dated November 10, 1997, as
amended on December 12, 1997; and
(e) the description of the Company's Common Stock contained in the
registration statement on Form 8-A filed with the Commission on
October 12, 1994 under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
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All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the respective dates of the filing of
such reports and documents. Any statement or information contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
modified or superseded for the purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates by reference documents that are not presented
herein or delivered herewith. These documents (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
herein) are available, without charge, upon written or oral request by any
person to whom this Prospectus is delivered, including any beneficial owner, to:
PRI Automation, Inc.,805 Middlesex Turnpike, Billerica, MA 01821-3986,
Attention: Chief Financial Officer, telephone (978) 663-8555.
FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus and in the documents incorporated by
reference into this Prospectus constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Further, any statements contained in or
incorporated into this Prospectus that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "expect," "anticipate," "plan," "believe," "seek," "estimate," "internal,"
"backlog" and similar are also intended to identify expressions that may be
forward-looking statements. Such statements are not guarantees of future
performance, and involve risks, uncertainties and assumptions that could cause
the Company's future results to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company. Many of such
factors are beyond the Company's ability to control or predict. Readers are
accordingly cautioned not to place undue reliance on forward-looking statements.
The Company disclaims any intent or obligation to update publicly any forward-
looking statements whether in response to new information, future events or
otherwise. Important factors that may cause the Company's actual results to
differ from such forward-looking statements include, but are not limited to, the
risk factors discussed below.
RISK FACTORS
In addition to other information in this Prospectus, the following risk
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of Common Stock offered hereby.
CYCLICALITY OF SEMICONDUCTOR INDUSTRY; LENGTHY SALES CYCLE
The Company's business depends in significant part upon capital
expenditures by manufacturers of semiconductors, including manufacturers that
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are opening new or expanding existing semiconductor fabrication facilities
("FABs"), which in turn depend upon the current and anticipated market demand
for semiconductors and products incorporating semiconductors. The semiconductor
industry is highly cyclical and historically has experienced periods of
oversupply, resulting in significantly reduced demand for capital expenditures,
including the systems manufactured and marketed by the Company. Although, in
recent years, the semiconductor industry has experienced significant growth
which, in turn, has caused significant growth in the capital equipment industry,
there can be no assurance that such growth can be sustained. Recently, there
have been indications that there will be a slower rate of growth in the
semiconductor industry. Any such slowdown would likely have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, the Company believes its ability to reduce expenses in a downturn
will be limited by the need to sustain investments in marketing, research,
development and engineering.
The Company anticipates that a significant portion of new orders will depend
upon demand from semiconductor manufacturers building or expanding fabrication
facilities, and there can be no assurance that such demand will exist. For
instance, Intel Corporation ("Intel"), currently the Company's largest customer
(see "Customer Concentration"), recently announced a reduction in its planned
capital expenditures, including expenditures for the construction or expansion
of FABs. The Company believes that this could have a material adverse effect on
the Company and on those businesses which supply capital equipment and related
services to Intel and to the semiconductor industry generally.
Sales of the Company's systems depend, in significant part, upon the
decision of a prospective customer to increase manufacturing capacity by
upgrading or expanding existing manufacturing facilities or constructing new
manufacturing facilities, all of which typically involve a significant capital
commitment. The Company's systems often have a lengthy sales cycle while the
customer evaluates and receives approvals for the purchase of the Company's
systems and completes the upgrading or expansion of existing facilities or the
construction of new facilities. During such sales cycle the Company may expend
substantial funds and management effort with no assurance that a sale will
result. In addition, the cyclicality of the semiconductor industry, among other
factors, may cause prospective customers to postpone decisions regarding major
capital expenditures, including purchases of the Company's systems. As a result
of the length of the sales cycle for its products, the Company's ability to
forecast the timing and amount of specific sales is limited, and the delay or
failure to complete one or more large transactions could have a material adverse
effect on the Company's business, financial condition and results of operations.
FLUCTUATIONS IN OPERATING RESULTS; EFFECTS OF DELAYS IN CUSTOMER ORDERS
The Company anticipates that factors affecting its future operating results
will include the timing of significant orders, the gain or loss of any
significant customer, the timing of new product announcements and releases by
the Company or its competitors, order cancellations and shipment rescheduling or
delays, patterns of capital spending by customers, market acceptance of new and
enhanced versions of the Company's products, changes in pricing by the Company,
its competitors, customers or suppliers, the mix of products sold and
cyclicality in the semiconductor industry and the markets served by the
Company's customers. In particular, the proposed reduction in capital
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expenditures by Intel, current uncertainties in the Asian markets, particularly
in Korea, and the present uncertainties in customer demand for automation
equipment due to the potential transition in the semiconductor industry from
200mm to 300mm wafer processing equipment, has caused and could continue to
cause delays in, or cancellations of, customer orders. The Company derives a
substantial portion of its annual revenues from the sale of a relatively small
number of interbay flexible factory automation systems which typically range in
purchase price from approximately $3,000,000 to approximately $15,000,000 and
typically involve deliveries during several fiscal periods. As a result, any
delay in the recognition of revenue for a single system could have a material
adverse effect on the Company's results of operations for a given accounting
period. The Company generally recognizes revenue upon shipment of product or
completion of service, except in the case of certain contracts which are
eligible for percentage of completion accounting. On certain eligible contracts
(generally, large factory automation orders where performance extends over many
months), the Company uses the percentage of completion method of revenue
recognition, so that revenue arising from such orders is recorded during the
fiscal periods in which the costs of performance are incurred. The use of the
percentage of completion accounting method may have the effect of reducing the
volatility of the Company's quarterly operating results. Nevertheless, the
Company's revenues and operating results for a fiscal period may be affected by
the timing of orders received or orders shipped during such period. A delay in a
shipment near the end of a fiscal period, due, for example, to rescheduling or
cancellations by customers or to unexpected manufacturing difficulties
experienced by the Company, may cause sales in a particular fiscal period to
fall significantly below the Company's expectations and may thus have a material
adverse effect on the Company's business, financial condition and results of
operations for such period.
The Company's operating results also fluctuate based on gross margins.
Gross margins may vary based on a variety of factors including the mix and
average selling prices of products sold, costs to manufacture, market, service
and support new product introductions and enhancements and customization of
systems and the efforts of the Company to enter new markets. The Company's
contracts typically provide for fixed prices, and as a result higher than
expected costs incurred in the performance of a contract generally cannot be
passed on to the customer. In addition, continued investments in research and
development, capital equipment and extensive ongoing customer service and
support capability worldwide will result in significant fixed costs which the
Company will not be able to reduce rapidly if its sales goals for a particular
period are not met. The absence of significant backlog for an extended period of
time could hinder the Company's ability to plan production and inventory levels,
which could cause fluctuations in operating results. Fluctuations in the
Company's quarterly operating results may increase the volatility of the trading
price of the Company's Common Stock. (See "Volatility of Stock Price.") The
Company's results of operations for any fiscal period are not necessarily
indicative of results for any future period.
CUSTOMER CONCENTRATION
Historically, a significant portion of the Company's revenues in any
particular period has been attributable to sales to a limited number of
customers. Systems sales to the Company's three largest customers accounted for
80%, 53% and 59% of the Company's total system sales during fiscal years 1995,
1996 and 1997, respectively. The Company's largest customers also change from
year to year, as large FABs are completed and new projects are initiated.
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One customer, Intel, accounted for 60%, 38% and 45% of the Company's net revenue
in fiscal years 1995, 1996 and 1997, respectively. In fiscal year 1994,
Motorola, Inc. and Digital Equipment Corporation accounted for 19% and 11% of
net revenue, respectively. In fiscal year 1995, Mosel Vitelic, the Company's
first customer in the Asia Pacific region, and SGS Thomson each accounted for
10% of net revenue. In fiscal years 1996 and 1997, Intel was the only customer
accounting for 10% or more of the Company's net revenue. The Company expects
that sales of its products to relatively few customers will continue to account
for a high percentage of its revenues in the foreseeable future. None of the
Company's customers has entered into a long-term agreement requiring it to
purchase the Company's products. In the case of cancellation of an order, the
Company's sale contracts generally provide for the Company to be reimbursed for
its out-of-pocket expenses and a portion of anticipated profits. The Company
believes that sales to certain of its customers will decrease in the near future
as those customers complete current purchasing requirements for new or expanded
FABs. If completed contracts are not replaced on a timely basis by new orders
from the Company's customers, the Company's business, financial condition and
results of operations could be materially adversely affected. Although the
composition of the group comprising the Company's largest customers has varied
from year to year, the loss of a significant customer, any reduction in orders
from any significant customer or the cancellation of a significant order from a
customer, including reductions or cancellations due to customer departures from
recent buying patterns or market, economic or competitive conditions in the
semiconductor industry or in the industries that manufacture products utilizing
integrated circuits, could have a material adverse effect on the Company's
business, financial condition and results of operations.
There can be no assurance that any of the Company's customers will not
reduce or cease ordering the Company's products or services due to the above
factors or other reasons. Any such reduction or cessation would likely have a
material adverse effect on the Company's business, operating results and
financial condition. Furthermore, attempts to mitigate the adverse effects of
such reduction or cessation through the prompt addition of a new customer or
customers would likely be difficult since prospective customers typically
require lengthy qualification periods prior to placing orders for the Company's
products. Anticipated orders from the Company's customers have in the past
failed to materialize and delivery schedules have been deferred or canceled as a
result of changes in customer requirements. Order deferrals and cancellations
may have a material adverse effect on the Company's business, operating results
and financial condition.
LIMITED NUMBER OF CONCURRENT OPPORTUNITIES
Historically, the Company has sold a significant proportion of its systems
to manufacturers constructing new FABs. The construction of new FABs involves
extremely large capital expenditures, resulting in few FABs being constructed
worldwide at any particular time. In addition, a substantial investment is
required by customers to install and integrate automation systems in connection
with upgrading or expanding their existing FABs. The magnitude of such capital
expenditures has caused certain semiconductor manufacturers to forego
significant automation of their existing FABs. Consequently, only a limited
number of opportunities for the Company to sell its systems may exist at any
given time.
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MANAGEMENT OF GROWTH
The Company's revenues increased significantly in the fiscal year ended
September 30, 1997, due primarily to greater market acceptance of, and strong
demand for, the Company's flexible factory automation systems as a result of
semiconductor manufacturers' continuing upgrades, expansion of their existing
FABS and the construction of new facilities, and from the Company's growth in
Europe and in the Asia Pacific region. While the Company has increased its
expense levels to support its recent growth, including the hiring of additional
manufacturing, engineering and administrative personnel, there can be no
assurance that the Company's revenue growth can be sustained. In addition, the
continued expansion of the Company both domestically and internationally could
significantly strain the Company's management, financial and other resources or
its manufacturing capacity. (See "Effects of Recent Acquisition Activity.") In
the event the semiconductor industry undergoes a downturn in the near term, the
expenditures incurred by the Company could have a material adverse effect on the
Company's business, financial condition and results of operations.
In addition, the Company has hired and will likely be required to hire in
the future substantial numbers of new employees, particularly personnel with
technical backgrounds for the Company's engineering and technical support
staffs. The market for such personnel has become increasingly competitive and
the Company has occasionally experienced delays in meeting its staffing
requirements. Protracted inability of the Company to recruit and train adequate
numbers of qualified personnel on a timely basis would adversely affect the
Company's ability to manufacture, install and support its systems.
As the Company is required to design and manufacture its systems in larger
volumes, it may become more difficult for the Company to maintain its standards
of quality and reliability, and delivery times for its systems may grow longer.
A failure to meet on-time delivery or performance criteria could, in addition to
resulting in the loss of revenue from and the loss of future business with, such
customer, cause long term damage to the Company's reputation and increase
warranty and service costs, any of which could have a material adverse effect
upon the Company's business, financial condition and results of operations.
Further, if the Company were to be unable to expand its manufacturing capacity
to meet demand, the placement of a large order requiring the development and
delivery of flexible factory automation systems during a particular period might
deter other semiconductor manufacturers from placing orders with the Company
that would require development and delivery of such systems during the same
period.
There can be no assurance that the Company's systems, procedures, controls
and staffing will be adequate to support the Company's operations. Failure to
manage the Company's growth effectively could have a material adverse effect on
the Company's business, financial condition and results of operations.
EFFECTS OF RECENT ACQUISITION ACTIVITY
On October 29, 1997, the Company acquired Interval Logic Corporation, a
California corporation. Based in Sunnyvale, California, Interval Logic
Corporation has eight employees and develops and offers planning and scheduling
software for use by semiconductor manufacturers to schedule their operations.
The Company has also recently agreed to acquire Equipe Technologies, Inc., a
California corporation ("Equipe"), and two related
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corporations in accordance with terms of the Agreement and Plan of
Reorganization dated as of October 25, 1997 by and among the Company, Equipe, a
wholly owned subsidiary of the Company, and certain stockholders of Equipe.
Equipe develops, manufactures and supplies atmospheric wafer and substrate
handling robots, pre-aligners and controllers. The Equipe acquisition is subject
to the approval of the Company's shareholders, the obtaining of various
regulatory approvals and certain other conditions.
There can be no assurance that the Company will complete the Equipe
acquisition or that if completed, the Company will be able to absorb and
effectively manage the foregoing acquisitions and any future acquisitions. There
can be no assurance that the Company will be able to develop, market and sell
the Interval Logic Corporation and Equipe products successfully. The difficulty
and management distraction inherent in integrating the acquired businesses, the
substantial charges expected to be incurred in connection with such
acquisitions, including costs of integrating the businesses and transaction
expenses arising from the acquisitions, the risks of entering markets in which
the Company has no or limited direct prior experience, the potential loss of key
employees of the acquired companies and the risk that the benefits sought in the
acquisitions will not be fully achieved, could have a material adverse effect on
the Company's business, financial conditions, stock price and operating results.
In addition, any acquisition may result in potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities, and
amortization expense related to intangible assets acquired, any of which could
materially adversely affect the Company's business, financial condition and
results of operations.
INTERNATIONAL OPERATIONS
International sales accounted for 15%, 17% and 54% of net sales in fiscal
years 1995, 1996 and 1997, respectively. The Company intends to maintain its
presence in European markets and to expand its presence in Asian markets and
anticipates that international sales will account for a significant portion of
net sales in the future. Such international expansion will require significant
management attention and expenditure of significant financial resources.
Moreover, international operations are subject to certain risks, including
unexpected changes in regulatory requirements, exchange rates, tariffs and other
barriers, political and economic instability, difficulties in accounts
receivable collection, difficulties in managing distributors or representatives,
restrictions on the export or import of technology, potentially limited
intellectual property protection, an even lengthier sales cycle than with
domestic customers, difficulties in staffing and managing foreign subsidiary
operations and potentially adverse tax consequences. In particular, although the
Company's international sales are primarily denominated in U.S. dollars,
currency exchange fluctuations in countries where the Company does business
could materially adversely affect the Company's business, financial condition
and results of operations, by rendering the Company less price-competitive than
foreign manufacturers. If the Company's international sales become a greater
component of total revenue the foregoing factors may have a pronounced effect on
the Company's operating results. In any event, there can be no assurance that
any of these factors will not have a material adverse effect on the Company's
business, financial condition and results of operations. (See "Limited
Intellectual Property Protection.")
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RISKS ASSOCIATED WITH ASIAN MARKETS
The Company believes that increased penetration of Asian markets will be
important to its long-term future financial performance. These markets, which
principally include markets in Korea, Taiwan, Singapore, China and, most
significantly, Japan, represent a substantial percentage of worldwide
semiconductor manufacturing capacity, and have been difficult for non-Japanese
companies to penetrate. In addressing the Japanese market (including FABs
operated outside of Japan by Japanese semiconductor manufacturers), the Company
is at a competitive disadvantage as compared to Japanese suppliers, many of whom
have longstanding collaborative relationships with Japanese and other Asian
semiconductor manufacturers. Although the Company intends to invest significant
resources in Asian markets in the future, there can be no assurance that the
Company will be able to achieve significant sales growth in Asian semiconductor
markets. (See "International Operations" and "Competition.")
COMPETITION
The Company experiences intense competition worldwide from one principal
competitor, the clean automation division of Daifuku Co., Ltd., a large Japanese
manufacturer of factory automation systems. Daifuku Co., Ltd. has substantially
greater financial and other resources than the Company. The Company also
experiences competition from a number of foreign and domestic manufacturers of
automated machinery used in FABs. If the Equipe acquisition is completed, the
Company will also begin competing with companies operating in the semiconductor
automation tools industry. There can be no assurance that the Company's
competitors will not develop enhancements to or future generations of
competitive products that will offer superior price or performance features or
that new competitors will not enter the Company's markets and develop such
enhanced products. The Company believes that, once a semiconductor manufacturer
has selected a particular vendor's capital equipment, the manufacturer generally
relies upon that equipment for the specific production line application and
frequently will attempt to consolidate its other capital equipment requirements
with the same vendor. Accordingly, the Company expects to experience difficulty
in selling to a particular customer for a significant period of time if that
customer selects a competitor's capital equipment. There can be no assurance
that the Company will be able to compete successfully in the future. Increased
competitive pressure could cause the Company to lower prices for its products,
thereby adversely affecting the Company's business, financial condition and
results of operations.
RAPID TECHNOLOGICAL CHANGE
The semiconductor manufacturing industry is subject to rapid technological
change and new product introductions and enhancements. The Company's ability to
remain competitive in this market will depend in part upon its ability to
develop new and enhanced systems and to introduce these systems at competitive
prices and on a timely and cost-effective basis to enable customers to integrate
them into their operations either prior to or as they begin volume product
manufacturing. In addition, new product introductions or enhancements by the
Company's competitors could cause a decline in sales or loss of market
acceptance of the Company's existing products. The success of the Company in
developing, introducing, selling and supporting new and enhanced automated
material handling systems depends upon a variety of factors including component
selection, timely and efficient
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completion of product design and development, timely and efficient
implementation of manufacturing and assembly processes, software development,
product performance in the field and effective sales, marketing, service and
project management. Because new product development commitments must be made
well in advance of sales, new product decisions must anticipate advances in
semiconductor manufacturing by leading semiconductor manufacturers. There can be
no assurance that the Company will be successful in selecting, developing,
manufacturing and marketing new products or in enhancing its existing products.
An inability to do so would adversely affect the Company's business, financial
condition and results of operations.
PRODUCT DEVELOPMENT DELAY
Because of the large number of components in and the complexity of the
Company's systems, significant delays can occur between a system's initial
introduction and commencement of volume production of such systems. In the past,
the Company has experienced delays from time to time in the introduction of, and
certain technical and manufacturing difficulties with, certain of its systems
and enhancements and may experience delays and technical and manufacturing
difficulties in future introductions or volume production of new systems or
enhancements. In addition, some of the systems built by the Company must be
customized to meet individual customer site or operating requirements. The
Company's inability to complete the development or meet the technical
specifications of any of its new systems or enhancements or to manufacture and
ship these systems or enhancements in volume in a timely manner would materially
adversely affect the Company's business, financial condition and results of
operations as well as its relationships with customers. In addition, the Company
may incur substantial unanticipated costs to ensure the functionality and
reliability of its future product introductions early in the product's life
cycle, such as increased cost of materials due to expedited charges, and other
purchase inefficiencies and greater than expected installation and support costs
which cannot be passed on to the customer. Any of such events could materially
adversely affect the Company's business, financial condition and results of
operations.
SOLE OR LIMITED SOURCES OF SUPPLY
In certain instances, the Company is dependent upon a sole supplier or a
limited number of suppliers, or has qualified only a single or limited number of
vendors, for certain components or specialized processes (such as painting of
system cabinets and enclosures) utilized in its products. The Company has
experienced no significant disruption or delay in obtaining required components
for its products, and believes that it could in most instances develop other
sources of supply or qualify other vendors for such components or processes.
However, a prolonged inability to obtain adequate deliveries could require the
Company to pay more for inventory, parts and other supplies, seek alternative
sources of supply, delay its ability to ship its products and damage
relationships with current and prospective customers. Any such delay or damage
could have a material adverse effect on the Company's business, financial
condition and results of operations.
LIMITED INTELLECTUAL PROPERTY PROTECTION
The Company protects its proprietary technologies primarily through
employee and third-party non-disclosure agreements and legal principles
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restricting the unauthorized disclosure or use of trade secrets. The Company
also holds a patent relating to certain key elements of its AeroTrak monorail
system, which forms an important component of the Company's interbay automation
systems. This patent expires in 2007. The Company believes, however, that its
financial performance will depend more upon its innovation and technological
expertise and the capabilities of its employees than upon the protection of its
intellectual property rights. There can be no assurance that intellectual
property laws will protect the Company's intellectual property rights. There can
be no assurance that any patent issued to the Company will not be challenged,
invalidated or circumvented or that the rights granted thereunder will provide
competitive advantages to the Company. Furthermore, there can be no assurance
that others will not independently develop similar products, duplicate the
Company's product or design around any patents issued to the Company. There can
be no assurance that infringement claims by third parties or claims for
indemnification resulting from such infringement claims will not be asserted in
the future or that such assertions, if proven to be true, will not have a
material adverse effect on the Company's business, financial condition and
results of operations.
ENVIRONMENTAL REGULATIONS
The Company is subject to a variety of governmental regulations relating to
the use, storage, handling, manufacture and disposal of toxic or other hazardous
substances used to manufacture the Company's products. The Company uses small
quantities of lubricants, adhesives, solvents and cleaners in connection with
its manufacturing and assembly operations. The Company believes that its
storage, use and disposal of such materials complies in all material respects
with applicable governmental regulations, and that it has obtained all necessary
environmental permits to conduct its business. Any failure by the Company to
control the use, disposal or storage of, or adequately restrict the discharge
of, hazardous or toxic substances could subject the Company to significant
liabilities, thereby having a material adverse effect on the Company's business,
financial condition and results of operations.
DEPENDENCE ON KEY PERSONNEL
The Company's financial performance will depend in significant part upon the
continued contributions of its founder, President and Chief Executive Officer,
Mordechai Wiesler, its Executive Vice President and Chief Operating Officer,
Mitchell G. Tyson, and other officers and key personnel, many of whom would be
difficult to replace. None of such persons has an employment or non-competition
agreement with the Company. Although the Company maintains key person life
insurance on Messrs. Wiesler and Tyson, the loss of Mr. Wiesler, Mr. Tyson or
any other key person could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, the
Company's future operating results depend in part upon its ability to attract
and retain other qualified management, engineering, financial, technical,
marketing and sales and support personnel for its operations. Competition for
such personnel is intense, and there can be no assurance that the Company will
be successful in attracting or retaining such personnel. The failure to attract
or retain such persons could materially adversely affect the Company's business,
financial condition and results of operations.
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<PAGE>
VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock has in the past and will be
subject to wide fluctuations in response to quarterly variations in operating
results, announcements of technological innovations or new products by the
Company or its competitors, trends in the semiconductor manufacturing industry,
and other events or factors. In addition, the stock market has experienced
extreme price and volume fluctuations that have particularly affected the market
prices for many high technology companies, including the Company. These broad
market fluctuations may adversely affect the market price of the Company's
Common Stock. In the past, following periods of volatility in the market price
of a Company's securities, securities class action litigation has been initiated
against the issuing company. There can be no assurance that such litigation will
not occur in the future with respect to the Company.
Assuming the Equipe acquisition is completed, as part of that transaction,
the Company will issue 4,364,020 shares of the Company's Common Stock to the
existing shareholders of Equipe and its two related companies. These shares will
not be freely transferable, will be "restricted securities" for the purposes of
Rule 144 promulgated under the Securities Act and may be subject to other
restrictions if the new stockholder is an affiliate of Equipe or the Company.
The Company has, however, agreed to provide the stockholders of Equipe and its
related companies with certain registration rights in relation to these new
shares. As a result, the Company will likely be required to file registration
statements pursuant to which the new shares will be able to be sold in the
public markets. The stockholders of Equipe and its related companies may also be
able to sell their new shares in accordance with Rule 144. Sales of substantial
amounts of such shares could adversely affect the market price of the Company's
Common Stock.
ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BY-LAWS AND MASSACHUSETTS LAW
The Company's Amended and Restated Articles of Organization contain
provisions that could discourage a proxy contest or make more difficult the
acquisition of a substantial block of the Company's Common Stock. The Company's
Board of Directors is authorized to issue shares of Common Stock and Preferred
Stock without stockholder approval. Any such issuance could dilute and adversely
affect various rights of the holders of Common Stock and, in addition, could be
used to discourage an unsolicited attempt to acquire control of the Company. The
Company's Amended and Restated Articles of Organization also contain certain
other provisions which may discourage an unsolicited takeover attempt. These
provisions could limit the price that investors might be willing to pay in the
future for shares of Common Stock and could make it more difficult for
stockholders of the Company to effect certain corporate actions.
THE COMPANY
PRI is a leading supplier of factory automation systems that serve the needs
of large, mid-sized and specialty semiconductor manufacturers. The Company
combines advanced robotics technology with material handling software to
automate the complex processes of integrated circuit manufacturing. PRI's
flexible factory automation systems -- which include overhead monorails, wafer
stockers, reticle stockers, tool automation systems, material control software,
factory simulation and other services, including project management and on-site
support -- are designed to maximize wafer yield and equipment
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<PAGE>
utilization in a wide range of semiconductor manufacturing environments, while
providing efficient work-in-process logistics to help optimize manufacturing
throughput.
The Company sells its systems and services to semiconductor manufacturers,
as well as to OEM equipment suppliers which incorporate the Company's products
into systems sold to semiconductor manufacturers. The Company markets its
products in North America through a direct sales force operating out of its
headquarters in Billerica, Massachusetts and sales offices in California, New
Jersey and Texas, and through an independent manufacturer's representative
organization covering specific accounts. Outside North America, the Company's
products are sold by the Company's direct sales force with sales offices in
England, South Korea, Taiwan, France and the Netherlands.
The executive offices of PRI are located at 805 Middlesex Turnpike,
Billerica, Massachusetts 01821-3986, and its telephone number is (978) 663-8555.
PRI was incorporated in Massachusetts in 1972 under another name and began its
present business in 1982.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
offered hereunder by the Selling Stockholders.
SELLING STOCKHOLDERS
The Shares are being offered for sale from time to time during the period of
effectiveness of the Registration Statement for the accounts of the Selling
Stockholders set forth below. Each of the Selling Stockholders acquired the
Shares being offered hereunder pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated October 12, 1997, by and among the Company, Interval
Logic Corporation, a Massachusetts corporation and wholly-owned subsidiary of
the Company ("ILC"), Interval Logic Corporation, a California corporation
("Interval") and certain former shareholders and optionholders of Interval.
The Company has filed with the Commission a Registration Statement on Form
S-3, of which this prospectus forms a part, with respect to the resale of the
Shares from time to time on the Nasdaq Stock Market or in privately-negotiated
transactions. The Company has agreed to use best efforts to keep such
Registration Statement effective until the first anniversary of the closing of
the merger of ILC and Interval (such anniversary shall occur on October 29,
1998), or, if earlier, until the distribution contemplated in this Prospectus
has been completed.
Based on the information supplied by each Selling Stockholder to the
Company, the following table sets forth, as of December 11, 1997, certain
information regarding the beneficial ownership of each Selling Stockholder and
any material relationship of such Selling Stockholder during the last three
years with the Company or any of its predecessors or affiliates.
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<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES TO BE BENEFICIALLY
PRIOR TO OFFERING NUMBER OF OWNED AFTER OFFERING
-------------------------- SHARES BEING ---------------------
NAME NUMBER PERCENT(1) OFFERED(2) NUMBER(3) PERCENT(1)
- ----- --------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Donald A. Rosenthal (4)... 81,468 * 81,468 0 *
Trinity Ventures IV, L.P
(5)....................... 26,633 * 26,633 0 *
Trinity IV Side-by-Side
Fund, L.P (6)............. 1,573 * 1,573 0 *
Amnon Rodan............... 792 * 792 0 *
Nierenberg Family 1993
Trust..................... 396 * 396 0 *
Paul Sutton (7)........... 396 * 396 0 *
</TABLE>
__________________
* Less than 1%.
(1) Represents the percentage beneficially owned relative to the aggregate of
15,146,026 shares of Common Stock outstanding as of December 2, 1997.
(2) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that results in an increase in the number of the
Company's outstanding shares of Common Stock.
(3) Assumes all shares offered are hereby sold.
(4) Mr. Rosenthal was a director and officer of Interval within the past three
years and is currently a director and officer of ILC.
(5) Trinity Ventures IV, L.P. ("Trinity") may distribute some or all of the
Common Stock owned by Trinity to its limited partners. As of the date of
this Prospectus, Trinity's limited partners are: Fremont Investors, Inc.;
W.W. Henry Living Trust; Big Tree Partners; Bradley Holdings Ltd.; Crescent
Intl Holdings Limited; Suwannukul Family Trust; Dick Williams; George O.
Sheldon Trustee V/D/T Dated 8/10/94; The Hexon 1989 Rev Trust; William T.
Creson IRA-Rollover; Donald Chase Doolittle; Robin Wolaner; W. Andrew
Beckstoffer; Barbara P. Freeman Trust; John J. Mehalchin; James Arthur
Lawrence; Deborah A. Widener; Rod and Connie Georgiu; Leland S. Prussia
Profit Sharing Plan; Technology Funding Partners III, LP; Technology Funding
Venture Partners V, An Aggressive Growth Fund, L.P.
(6) Trinity IV Side-by-Side Fund, L.P. ("Side Fund") may distribute some or
all of the Common Stock owned by Side Fund to its limited partners. As of
the date of this Prospectus, Side Fund's limited partners are: Fremont TVL
IV Partners, L.P.; Nierenberg Family 1993 Trust; Lederer-Orr Family Trust
u/d/t June 6, 1997; The Fenton Family 1994 Trust; Tod H. Francis; Judith B.
Boyd; James G. Shennan, Jr.
(7) Mr. Sutton is currently an officer of ILC.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on one or more exchanges or in the over-the-counter market, or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
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<PAGE>
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) an exchange distribution
in accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and any commission
received by them and profit on any resale of the Shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the
Prospectus.
Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of the
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (i) the name of each Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Company has agreed to pay the expenses incurred in connection with
preparing and filing the Registration Statement and this Prospectus (other than
selling commissions). The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts. A member of that firm
owns beneficially 9,000 shares of the Company's Common Stock.
EXPERTS
The consolidated balance sheets as of September 30, 1996 and 1995 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended September 30, 1996, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The combined financial statements of the Equipe Combined Companies at
December 31, 1996, and for the year then ended, incorporated by reference in
this Registration Statement and the related Prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference herein, and is included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
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<PAGE>
The combined financial statements of the Equipe Combined Companies at
December 31, 1995, and for each of the two years in the period ended December
31, 1995, incorporated by reference in this Registration Statement and the
related Prospectus, have been audited by Mohler, Nixon & Williams, independent
auditors, as set forth in their report thereon incorporated by reference herein,
and is included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
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<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering covered by this Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or any Selling Shareholder. This Prospectus does not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the
securities to which it relates or an offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or the
information contained herein is correct as of any time subsequent to its date.
111,258
Shares
PRI AUTOMATION, INC.
Common Stock
(par value $.01 per share)
_____________________
PROSPECTUS
_____________________
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