<PAGE>
As filed with the Securities and Exchange Commission on March 4, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC.
1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full Title of the Plan)
ROBERT J. THERRIEN, PRESIDENT
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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(Name and Address of Agent For Service)
(508) 262-2400
--------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to Price Per Offering Amount of
be Registered be Registered Share(1) Price(1) Registration fee
- ------------- ------------- --------- --------- ----------------
Common 100,000(2) $18.69 $1,869,000 $566.36
Stock, $.01 shares
par value
================================================================================
This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a Registration Statement on this
Form relating to an employee benefit plan is effective. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statement on Form S-8 (Registration No. 33-95268) is hereby incorporated herein
by reference.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
Nasdaq National Market on February 28, 1997.
(2) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their legal
opinion filed as Exhibit 5.1 hereof.
24 Power of Attorney.
99.1 Registrant's 1993 Nonemployee Director Stock Option Plan, as amended.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
28th day of February, 1997.
BROOKS AUTOMATION, INC.
By:/s/ Robert J. Therrien
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Robert J. Therrien
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Stanley D. Piekos and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ------------------------------ -------------------
<S> <C> <C>
/s/ Robert J. Therrien Director and Principal February 20, 1997
- --------------------------- Executive Officer
Robert J. Therrien
/s/ Stanley D. Piekos Principal Financial Officer February 20, 1997
- ---------------------------
Stanley D. Piekos
/s/ Deborah D. Fox Principal Accounting Officer February 28, 1997
- ---------------------------
Deborah D. Fox
/s/ Norman B. Brooks Director February 24, 1997
- ---------------------------
Norman B. Brooks
/s/ Roger D. Emerick Director February 24, 1997
- ---------------------------
Roger D. Emerick
/s/ Amin J. Khoury Director February 28, 1997
- ---------------------------
Amin J. Khoury
</TABLE>
3
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
- ------- -----------
<S> <C> <C>
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is
included in their legal opinion filed as
Exhibit 5.1 hereof.
24 Power of Attorney (contained on page II-4 hereof).
99.1 Registrant's 1993 Nonemployee Director Stock
Purchase Plan, as amended.
</TABLE>
<PAGE>
[BROWN, RUDNICK, FREED, & GESMER, P.C. LETTERHEAD APPEARS HERE]
March 3, 1997
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: Brooks Automation, Inc. Registration Statement on S-8
-----------------------------------------------------
Ladies and Gentlemen:
We are general counsel to Brooks Automation, Inc., a Delaware corporation
(the "Company"). We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 100,000 shares of the
Company's Common Stock, $.01 par value (the "Shares").
The Shares are issuable upon exercise of options granted or to be granted
pursuant to the Company's 1993 Nonemployee Director Stock Option Plan (the
"Directors Plan").
In connection with this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. A copy of the Certificate of Incorporation of the Company as in effect
on the date hereof;
2. A copy of the Bylaws of the Company as in effect on the date hereof;
3. The corporate minute books or other records of the Company relating to
the proceedings of stockholders and directors of the Company;
4. The Directors Plan; and
5. The Registration Statement.
For purposes of this opinion we have assumed without investigation (1) the
legal capacity of each natural person, (2) the genuineness of each signature,
the completeness of each document submitted to us as an original and the
conformity with the original of each document submitted
<PAGE>
[BROWN, RUDNICK, FREED, & GESMER, P.C. LETTERHEAD APPEARS HERE]
March 3, 1997
Page 2
to us as a copy and (3) the completeness, accuracy and proper indexing of all
governmental records.
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgements, rules or other regulations or
decrees by which the Company or any of its property may be bound, nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of the Commonwealth of
Massachusetts, the General Corporation Law of the State of Delaware and to
federal law.
Our opinion hereafter expressed is based solely upon (1) our review of the
Documents, (2) discussions with certain officers of the Company with respect to
the Documents, (3) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein and (4) such review of
published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the Directors Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: Brown, Rudnick, Freed & Gesmer, a partner
By: /s/ Philip J. Flink
-------------------
Philip J. Flink, a Member
hereunto duly authorized
PJF/LML
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 19, 1996, appearing on page
23 of the Annual Report on Form 10-K/A of Brooks Automation, Inc. for the year
ended September 30, 1996.
Price Waterhouse LLP
Boston, Massachusetts
March 3, 1997
<PAGE>
BROOKS AUTOMATION, INC.
1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of this 1993 Nonemployee Director Stock Option
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Plan is to attract and retain the services of experienced and knowledgeable
independent directors of the Corporation for the benefit of the Corporation and
its stockholders and to provide additional incentives for such independent
directors to continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its common stock.
2. Definitions. As used herein, each of the following terms has the
-----------
indicated meaning:
"Corporation" means Brooks Automation, Inc.
"Fair Market Value" means the last sale price of the Shares as reported on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or on a national securities exchange on which the Shares may be
traded on the date of the granting of the Option. If the Shares are not
publicly traded, the fair market value shall mean the fair market value of the
Shares as determined by the Board of Directors.
"Option" means the contractual right to purchase Shares upon the specific
terms set forth in this Plan.
"Option Exercise Period" means the period commencing on the date of grant of
an Option pursuant to this Plan and ending ten years from the date of grant.
"Plan" means this Brooks Automation, Inc. 1993 Nonemployee Director Stock
Option Plan.
"Shares" means the Common Stock, $.01 par value, of the Corporation.
3. Stock Subject to the Plan. The aggregate number of Shares that may be
-------------------------
issued and sold under the Plan shall be 190,000 shares. The Shares to be issued
upon exercise of Options granted under this Plan shall be made available, at the
discretion of the Board of Directors, from (i) treasury Shares and/or Shares
reacquired by the Corporation for such purposes, including Shares purchased in
the open market, (ii) authorized but unissued Shares, and (iii) Shares
previously reserved for issuance upon exercise of Options which have expired or
been terminated. If any Option granted under this Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
Shares covered thereby shall become available for grant as additional Options
under the Plan so long as it shall remain in effect.
4. Administration of the Plan. The Plan shall be administered by the
--------------------------
Board of Directors of the Corporation (the "Board"). The Board shall, subject
to the provisions of the Plan, grant options under the Plan and shall have the
power to construe the Plan, to determine all questions as to eligibility, and to
adopt and amend such rules and regulations for the
1
<PAGE>
administration of the Plan as it may deem desirable. The Board may delegate any
and all of its authority hereunder to one or more Committees of the Board.
5. Eligibility; Grant of Options. Options will be granted only to a
-----------------------------
director who is first elected to the Board on or after the date the Directors
Plan is adopted by the Board and who is not then an employee of the Corporation
("Eligible Directors"). Each Eligible Director will be granted an Option to
purchase 10,000 shares of Common Stock under the Plan as of the date he or she
is first elected as a director (the "Initial Option"). Thereafter, each
Eligible Director shall be granted a new option for 5,000 Shares on July 1st of
each year.
6. Terms of Options and Limitations Thereon.
----------------------------------------
(a) Option Agreement. Each Option granted under this Plan shall be
----------------
evidenced by an option agreement between the Corporation and the Option holder
and shall be upon such terms and conditions not inconsistent with this Plan as
the Board may determine. Each Option shall explicitly state that it is not
intended to be an "incentive stock option" as that term is defined in Section
422A of the Internal Revenue Code.
(b) Price. The price at which any Shares may be purchased pursuant to
-----
the exercise of an Option shall be the Fair Market Value of the Shares on the
date of grant, but in no event shall the price be less than the par value of the
Shares.
(c) Exercise of Options. Subject to Paragraph 7 of this Plan, each
-------------------
Option granted under this Plan may be exercised in full at one time or in part
from time to time only during the Option Exercise Period by the giving of
written notice, signed by the person or persons exercising the Option, to the
Corporation stating the numbers of Shares with respect to which the Option is
being exercised, accompanied by full payment for such Shares pursuant to section
7(b) hereof; provided, however, (i) if a person to whom an Option has been
-------- -------
granted is permanently disabled or dies during the Option Exercise Period, the
portion of such Option then exercisable, as provided in Paragraph 7(a) shall be
exercisable by him or her or by the executors, administrators, legatees or
distributees of his or her estate during the 12 months following his or her or
death or permanent disability and, (ii) if a person to whom an Option has been
granted ceases to be a director of the Corporation for any cause other than
death or permanent disability, the portion of Option then exercisable shall be
exercisable during the thirty (30) day period following the date such person
ceased to be a director, but, in any event, only to the extent vested pursuant
to Paragraph 7(a) hereof.
(d) Non-Assignability. No Option or right or interest in an Option
-----------------
shall be assignable or transferable by the holder except by will or the laws of
descent and distribution and during the lifetime of the holder shall be
exercisable only by him or her.
7. Vesting; Payment.
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2
<PAGE>
(a) Options granted under this Plan may be exercised during the Option
Exercise Period at the rate of 20% per year, commencing one year after the date
of grant, such that the Option may be exercised in full from and after five
years from the date of grant.
(b) If a person to whom an Option is granted ceases to be an Eligible
Director, then each Option issued to said person shall be exercisable, during
the remainder of the Option Exercise Period or such shorter period as specified
in subparagraph 6(c), only as to the number of Shares as to which the Option was
exercisable immediately prior to said termination of affiliation.
(c) The purchase price of Shares upon exercise of an Option shall be
paid by the Option holder in full upon exercise and may be paid (i) in cash or,
if the Corporation's shares are traded on NASDAQ or a national securities
exchange; (ii) by delivery of Shares having a Fair Market Value on the date of
exercise equal to the purchase price, or (iii) any combination of cash and
Shares.
(d) No Shares shall be issued or transferred upon exercise of any
Option under this Plan unless and until all legal requirements applicable to the
issuance or transfer of such shares and such other requirements as are
consistent with the Plan have been complied with to the satisfaction of the
Board, including without limitation those described in Paragraph 10 hereof.
8. Stock Adjustments.
-----------------
(a) If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board (or, if the Corporation is not the surviving
corporation, the Board of Directors of the surviving corporation) shall have the
power to make arrangements, which shall be binding upon the holders of unexpired
Options, for the substitution of new options for, or the assumption by another
corporation of, any unexpired Options then outstanding hereunder.
(b) If by reason of recapitalization, reclassification, stock split-up,
combination of shares, separation (including a spin-off) or dividend on the
Stock payable in Shares, the outstanding Shares of the Corporation are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation, the Board shall conclusively
determine the appropriate adjustment in the exercise prices of outstanding
Options and in the number and kind of shares as to which outstanding Options
shall be exercisable.
(c) In the event of a transaction of the type described in Paragraphs
(a) and (b) above, the total number of Shares on which Options may be granted
under this Plan shall be appropriately adjusted by the Board.
9. No Rights Other Than Those Expressly Created. No person affiliated
--------------------------------------------
with the Corporation or other person shall have any claim or right to be granted
an Option hereunder. Neither this Plan nor any action taken hereunder shall be
construed as (i) giving any Option
3
<PAGE>
holder any right to continue to be affiliated with the Corporation, (ii) giving
any Option holder any equity or interest of any kind in any assets of the
Corporation, or (iii) creating a trust of any kind or a fiduciary relationship
of any kind between the Corporation and any such person. No Option holder shall
have any of the rights of a stockholder with respect to Shares covered by an
Option until such time as the Option has been exercised and Shares have been
issued to such person.
10. Miscellaneous.
-------------
(a) Withholding of Taxes. Pursuant to applicable federal, state, local
--------------------
or foreign laws, the Corporation may be required to collect income or other
taxes upon the grant of an Option to, or exercise of an Option by, a holder.
The Corporation may require, as a condition to the exercise of an Option, that
the recipient pay the Corporation, at such time as the Board determines, the
amount of any taxes which the Board may determine is required to be withheld.
(b) Securities Law Compliance. Upon exercise of an Option, the holder
-------------------------
shall be required to make such representations and furnish such information as
may, in the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the Shares in compliance with the provisions of
applicable federal or state securities laws. The Corporation, in its
discretion, may postpone the issuance and delivery of Shares upon any exercise
of an Option until completion of such registration or other qualification of
such Shares under any federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation is not obligated to
register or qualify the Shares under federal or state securities laws and may
refuse to issue such Shares if neither registration nor exemption therefrom is
practical. The Board may require that prior to the issuance or transfer of any
Shares upon exercise of an Option, the recipient enter into a written agreement
to comply with any restrictions on subsequent disposition that the Board or the
Corporation deems necessary or advisable under any applicable federal and state
securities laws. Certificates representing the Shares issued hereunder may be
legended to reflect such restrictions.
(c) Indemnity. The Board shall not be liable for any act, omission,
---------
interpretation, construction or determination made in good faith in connection
with its responsibilities with respect to the Plan, and the Corporation hereby
agrees to indemnify the members of the Board, in respect of any claim, loss,
damage, or expense (including counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law.
11. Effective Date; Amendment; Termination.
--------------------------------------
(a) The effective date of this Plan shall be the date of the approval
of stockholders of the Corporation holding at least a majority of the voting
stock of the Corporation.
(b) The date of grant of any Option granted hereunder shall be the date
upon which the Eligible Director to whom the Option is granted becomes a
director of the Company.
4
<PAGE>
(c) The Board, or any Committee who has been delegated the authority to
do so, may at any time, and from time to time, amend, suspend or terminate this
Plan in whole or in part. Provided however, that so long as there is a
requirement under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, for stockholder approval of a Plan and certain amendments thereto, any
such amendment which (i) materially increases the number of Shares which may be
subject to Options granted under the Plan, (ii) materially increases the
benefits accruing to participants in the Plan, or (iii) materially modifies the
requirement for eligibility to participate in the Plan, shall be subject to
stockholder approval, to the extent so required under said Rule; and provided
further that the Plan may not be modified more often than once every six months
to materially modify (i) the requirements for eligibility under the Plan, (ii)
the timing of the grants of Options under the Plan or (iii) the number of Shares
subject to Options to be granted under the Plan. Except as provided herein, no
amendment, suspension or termination of this Plan may adversely affect the
rights of any person under an Option that has been granted to such person
without such person's consent.
(d) This Plan shall terminate ten years from its effective date, and no
Option shall be granted under this Plan thereafter, but such termination shall
not affect the validity of Options granted prior to the date of termination.
5
