<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BROOKS AUTOMATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
5) Total fee paid:
____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
3) Filing Party:
____________________________________________________________________
4) Date Filed:
____________________________________________________________________
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
BROOKS AUTOMATION, INC.
TO BE HELD ON FEBRUARY 20, 1997
The Annual Meeting of Stockholders of Brooks Automation, Inc. will be held
on February 20, 1997 at 10:00 a.m., local time, at 15 Elizabeth Drive,
Chelmsford, Massachusetts 01824, for the following purposes:
1. To elect four (4) directors to serve for the ensuing year and until
their successors are duly elected.
2. To consider and act upon a proposal to amend the Company's 1993
Nonemployee Director Stock Option Plan.
3. To consider and act upon any matters incidental to the foregoing
purposes and any other matters which may properly come before the
Meeting or any adjourned session thereof.
The Board of Directors has fixed January 3, 1997 as the record date for
determining the stockholders entitled to notice of, and to vote at, the
Meeting.
You are cordially invited to attend the Meeting.
By Order of the Board Of Directors
Lawrence M. Levy,
Secretary
Boston, Massachusetts
January 23, 1997
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING FORM OF
PROXY, SO THAT IF YOU ARE UNABLE TO ATTEND THE MEETING YOUR SHARES MAY
NEVERTHELESS BE VOTED. HOWEVER, THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION, BY
EXECUTING A PROXY AT A LATER DATE, OR BY ATTENDING AND VOTING AT THE MEETING.
<PAGE>
BROOKS AUTOMATION, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 20, 1997
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Brooks Automation, Inc., a Delaware
corporation (the "Company") with its principal executive offices at
15 Elizabeth Drive, Chelmsford, Massachusetts 01824, for use at the Annual
Meeting of Stockholders to be held on February 20, 1997, and at any
adjournment or adjournments thereof (the "Meeting"). The enclosed proxy
relating to the Meeting is solicited on behalf of the Board of Directors of
the Company and the cost of such solicitation will be borne by the Company. It
is expected that this proxy statement and the accompanying proxy will be
mailed to stockholders on or about January 23, 1997. Certain of the officers
and regular employees of the Company may solicit proxies by correspondence,
telephone or in person, without extra compensation and the Company may also
use a private solicitation firm to perform additional solicitation. The
Company will also use Corporate Investor Communications, Inc., a proxy
solicitation firm, to solicit proxies on behalf of the Company. The Company
expects to pay Corporate Investor Communications, Inc. approximately $5,000
plus certain expenses for its services.
Only stockholders of record at the close of business on January 3, 1997 will
be entitled to receive notice of, and to vote at, the Meeting. As of that
date, there were outstanding and entitled to vote 7,613,866 shares of Common
Stock, $.01 par value (the "Common Stock"), of the Company. Each such
stockholder is entitled to one vote for each share of Common Stock so held and
may vote such shares either in person or by proxy.
The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, for the election of the
nominees as directors and for the proposal to amend the 1993 Nonemployee
Director Stock Option Plan. If any other matters shall properly come before
the Meeting, the enclosed proxy will be voted by the proxies in accordance
with their best judgment. The proxy may be revoked at any time prior to
exercise by filing with the Secretary of the Company a written revocation, by
executing a proxy with a later date, or by attending and voting at the
Meeting.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, four directors are to be elected to serve until the 1998
Annual Meeting of Stockholders and until their respective successors have been
duly elected and qualified. The persons listed below in the following table
have been nominated by the Board of Directors for election as directors.
All nominees are currently directors of the Company. It is the intention of
the persons named as proxies to vote for the election of the nominees. In the
unanticipated event that any such nominee should be unable to serve, the
persons named as proxies will vote the proxy for such substitutes, if any, as
the present Board of Directors may designate. The nominees have not been
nominated pursuant to any arrangement or understanding with any person.
The following table sets forth certain information with respect to the
nominees. When used below, positions held with the Company include positions
held with the Company's predecessors and subsidiaries.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Robert J. Therrien........... 62 President, Chief Executive 1989
Officer, Treasurer and Director
Norman B. Brooks............. 65 Director 1989
Roger D. Emerick(1)(2)....... 57 Director 1993
Amin J. Khoury(1)(2)......... 57 Director 1994
</TABLE>
- --------
(1) Member of the Company's Compensation Committee.
(2) Member of the Company's Audit Committee.
Mr. Robert J. Therrien has been the President, Chief Executive Officer and a
director of the Company since its incorporation in 1989 when he initiated the
acquisition of the Brooks Automation Division of Aeronca Electronics, Inc.
From 1983 to 1989, Mr. Therrien served as a consultant to the Company and
other firms in the semiconductor industry. From 1972 until its sale to
Schlumberger Industries in 1983, Mr. Therrien cofounded and served as Chairman
and President of Accutest Corporation, a semiconductor automatic test
equipment company. Mr. Therrien is currently a director of MKS Instruments,
Inc., a supplier of measurement and control components for laboratory and
industrial applications throughout the microelectronics industry.
Mr. Norman B. Brooks founded the Company in 1978, and has served as a
director of the Company since its incorporation in 1989. Mr. Brooks has been
semi-retired since that date.
Mr. Roger D. Emerick has been a director of the Company since October 1993.
Mr. Emerick has been Chief Executive Officer and a director of Lam Research
Corporation ("Lam"), a semiconductor equipment supplier, since 1982 and
Chairman of the Board of Directors of Lam since 1984. Mr. Emerick served as
President of Lam from 1982 to 1995. See "Certain Transactions." Mr. Emerick is
currently a director of Electroglas, Inc., a manufacturer of automatic wafer
probing equipment, IPEC, a semiconductor processing equipment manufacturer and
Semiconductor Equipment and Materials International.
Mr. Amin J. Khoury has been a director of the Company since July 1994. Since
1987, Mr. Khoury has served as Chairman of the Board of B/E Aerospace, Inc., a
designer, manufacturer and marketer of airline interior
2
<PAGE>
furnishings. Mr. Khoury is also Chairman of the Board of Applied Extrusion
Technologies, Inc., a manufacturer of oriented polypropylene films and
extruded polymer nets, and a director of Aurora Electronics, Inc., a supplier
of spare parts distribution, environmental recycling and recovery services to
the electronics industry.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held five meetings during the fiscal
year ended September 30, 1996. The Board of Directors acted on one occasion by
unanimous written consent in lieu of a special meeting. Each director attended
at least 75% of the aggregate number of all meetings of the Board of Directors
and committees of which he was a member during such fiscal year.
The Board of Directors has an Audit Committee, currently composed of Messrs.
Emerick and Khoury, which met three times in fiscal 1996. The functions
performed by this Committee include recommending to the Board of Directors the
engagement of the independent accountants, reviewing the scope of internal
controls and reviewing the implementation by management of recommendations
made by the independent accountants.
The Board of Directors has a Compensation Committee, currently composed of
Messrs. Emerick and Khoury, which met twice in fiscal 1996. The functions of
the Compensation Committee include determining salaries, grants and awards
under incentive plans, benefits and overall compensation.
COMPENSATION OF DIRECTORS
Nonemployee directors of the Company receive $1,000 cash compensation for
each Board meeting they attend, in addition to expenses reasonably incurred.
Nonemployee directors receive $4,000 per year for their services on the
Compensation Committee and $4,000 per year for their services on the Audit
Committee. Each nonemployee director is granted options to purchase 10,000
shares of Common Stock on the date he is first elected a director and options
to purchase 5,000 shares on July 1 of each year thereafter pursuant to the
1993 Nonemployee Director Stock Option Plan. Employee directors may elect to
participate in the 1995 Employee Stock Purchase Plan and may be granted
options under the 1992 Combination Stock Option Plan. See "Stock Option Plans"
and "Proposal No. 2--Amendment of the 1993 Nonemployee Director Stock Option
Plan." Mr. Brooks receives certain life and heath insurance benefits from the
Company which totaled $1,920 in fiscal 1996.
Indemnification Agreements. The Company has entered into indemnification
agreements with each of its directors and anticipates that it will enter into
similar agreements with any future directors. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by Delaware law
with respect to indemnification of the director.
The indemnification agreements provide that the Company will pay certain
amounts incurred by a director in connection with any civil or criminal action
or proceeding and specifically including actions by or in the name of the
Company (derivative suits) where the individual's involvement is by reason of
the fact that he is or was a director or officer. Such amounts include, to the
maximum extent permitted by law, attorney's fees, judgments, civil or criminal
fines, settlement amounts, and other expenses customarily incurred in
connection with legal proceedings. Under the indemnification agreements, a
director will not receive indemnification if he is found not to have acted in
good faith and in a manner he reasonably believed to be in the best interests
of the Company.
3
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of December 5, 1996
with respect to the beneficial ownership of the Company's Common Stock by each
director, each nominee for director, each named executive officer in the
Summary Compensation Table under "Executive Compensation" below, all executive
officers and directors as a group, and each person known by the Company to be
the beneficial owner of 5% or more of the Company's Common Stock. This
information is based upon information received from or on behalf of the named
individuals.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NAME** BENEFICIALLY OWNED(1) PERCENT OF CLASS
- ------ ---------------------- ----------------
<S> <C> <C>
Robert J. Therrien(2).................... 1,507,006 19%
c/o Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
Stanley D. Piekos(3)..................... 77,284 *
Michael W. Pippins(4).................... 71,959 *
Michael F. Werner(5)..................... 60,000 *
Norman B. Brooks(6)...................... 45,040 *
Roger D. Emerick(7)...................... 9,000 *
Amin J. Khoury(8)........................ 3,000 *
Robert A. McEachern(9)................... 608 *
All directors and executive officers as a
group (11 persons)(2)(3)(4)(5)(6)(7)(8)
(9)(10).................................. 1,880,815 24%
Kopp Investment Advisors................. 1,163,250 15%
6600 France Ave. So., Suite 672
Edina, MN 55435(11)
</TABLE>
- --------
* Less than 1% of the outstanding Common Stock.
** Address provided for beneficial owners of more than 5% of the Common Stock.
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to the shares listed except to the extent
shared by spouses under applicable law.
(2) Includes 202,500 shares issuable pursuant to immediately exercisable stock
options. Excludes (i) shares held by certain children and grandchildren of
Mr. Therrien, as to which he disclaims beneficial ownership and (ii)
options to purchase 182,500 shares which are not exercisable within 60
days of December 5, 1996.
(3) Includes 20,625 shares issuable pursuant to immediately exercisable stock
options. Excludes (i) 4,000 shares held by a relative of Mr. Piekos, as to
which he disclaims beneficial ownership and (ii) options to purchase
71,875 shares which are not exercisable within 60 days of December 5,
1996.
(4) Includes 12,000 shares issuable pursuant to immediately exercisable stock
options. 15,750 of the remaining 59,959 shares are subject to certain
repurchase rights by the Company in the event Mr. Pippins' employment with
the Company is terminated. Excludes options to purchase 40,000 shares
which are not exercisable within 60 days of December 5, 1996.
(5) Includes 41,250 shares issuable pursuant to immediately exercisable stock
options. 11,250 of the remaining 18,750 shares are subject to certain
repurchase rights by the Company in the event Mr. Werner's employment with
the Company is terminated. Excludes options to purchase 43,750 shares
which are not exercisable within 60 days of December 5, 1996.
4
<PAGE>
(6) Includes 9,000 shares issuable pursuant to immediately exercisable stock
options. Excludes options to purchase 16,000 shares which are not
exercisable within 60 days of December 5, 1996.
(7) Includes 9,000 shares issuable pursuant to immediately exercisable stock
options. Excludes options to purchase 16,000 shares which are not
exercisable within 60 days of December 5, 1996.
(8) Includes 3,000 shares issuable pursuant to immediately exercisable stock
options. Excludes options to purchase 15,000 shares which are not
exercisable within 60 days of December 5, 1996.
(9) Excludes options to purchase 30,000 shares which are not exercisable
within 60 days of December 5, 1996.
(10) Includes 107,526 shares held by Mr. McMahon. Excludes (i) 24,468 shares
held by the spouse of Mr. McMahon as to which he disclaims beneficial
ownership and (ii) options to purchase an aggregate of 40,000 shares held
by Messrs. Beaulieu and Carey which are not exercisable within 60 days of
December 5, 1996.
(11) A 13G, Amendment No. 1, was filed with the Securities and Exchange
Commission indicating that as beneficial owner, Kopp Investment Advisors,
Inc. has sole voting power with respect to 258,500 shares, sole power to
dispose of 60,000 shares and shared dispositive power to dispose of
1,035,950 shares.
MANAGEMENT
The names of the Company's executive officers who are not directors of the
Company, and certain biographical information furnished by them, are set forth
below.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
David R. Beaulieu....... 38 Vice President, Engineering
Robert Carey............ 55 Vice President, Asian Operations
Robert A. McEachern..... 53 Vice President, Flat Panel Display Engineering
Richard W. McMahon...... 41 Vice President, Software Engineering
Stanley D. Piekos....... 49 Vice President, Finance and Chief Financial Officer
Michael W. Pippins...... 36 Vice President, Sales and Marketing
Michael F. Werner....... 51 Vice President, Manufacturing and Operations
</TABLE>
Mr. David R. Beaulieu joined the Company in May 1996 as its Vice President
of Engineering. From 1993 to 1996, Mr. Beaulieu served as Vice President,
Product Operations of the Time/Data Systems Division of Simplex Corporation, a
manufacturer of industrial equipment. From 1991 to 1993, Mr. Beaulieu served
as Vice President of Research and Development for Tropel Corporation, a
manufacturer of advanced optical systems for semiconductor equipment. From
1979 to 1991, Mr. Beaulieu served GCA, a unit of General Signal Corporation,
in a variety of positions including Director of Lithographic Engineering.
Mr. Robert Carey joined the Company in April 1996 as its Vice President of
Technology and Business Development and in September 1996 began serving as
Vice President, Asian Operations. From 1993 to 1996, Mr. Carey served as
President of Dynapower/Stratopower and from 1988 to 1993 he served as
President, Senior Vice President of Product Operations and Vice President of
Research and Development of GCA. Dynapower/Stratopower and GCA are units of
General Signal Corporation.
Mr. Robert A. McEachern joined the Company in June 1995 as its Vice
President, Flat Panel Display Engineering. Mr. McEachern was a founder of MRS
Technology, a supplier of photolithography equipment to flat panel display
manufacturers, and served as Vice President, Research and Development of MRS
from its organization in February 1986 to May 1995. Prior to MRS's formation,
Mr. McEachern was an engineering manager at Varian Associates, a manufacturer
of semiconductor production equipment.
Mr. Richard W. McMahon joined the Company in February 1996 as Vice
President, Software Engineering and as President of Brooks Automation Canada.
Mr. McMahon was the founder of Techware Corporation, a
5
<PAGE>
designer and supplier of integrated equipment control software solutions for
the semiconductor and related industries, and served as its President from
1983 through its acquisition by the Company in February 1996.
Mr. Stanley D. Piekos joined the Company in June 1994 as its Vice President,
Finance and Chief Financial Officer. From 1985 to June 1994, Mr. Piekos served
Helix Technology Corporation, a manufacturer of cryogenic equipment used
primarily in the semiconductor industry, most recently as Vice President and
Chief Financial Officer.
Mr. Michael W. Pippins joined the Company in March 1992 as its Director of
Sales and Marketing and in June 1993 was promoted to Vice President, Sales and
Marketing. From 1989 to 1992, Mr. Pippins served as strategic marketing
manager for Varian Associates, a manufacturer of semiconductor production
equipment.
Mr. Michael F. Werner has been the Vice President, Operations of the Company
since February 1993. From 1986 to 1993, Mr. Werner served GCA, a unit of
General Signal Corporation, in a variety of positions including Senior Vice
President of Operations.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation during
the last three fiscal years of each of the Chief Executive Officer and the
four most highly-compensated executive officers of the Company during fiscal
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- AWARDS
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION UNDERLYING OPTION COMPENSATION
POSITION YEAR ENDED ($) ($) ($)(1) (#)(2) ($)(3)
- ------------------ ---------- ------- ------- ------------ ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Therrien, 9/30/96 259,794 97,548 33,263 10,000 2,122
Chief Executive Officer 9/30/95 229,115 117,500 14,600 -- 1,840
and President(4) 9/30/94 194,384 74,000 18,266 375,000 1,376
Robert A. McEachern, 9/30/96 131,412 12,675 9,892 5,000 1,588
Vice President, FPD 9/30/95 38,261 13,500 1,800 -- --
Engineering 9/30/94 -- -- -- -- --
Stanley D. Piekos, 9/30/96 134,124 39,598 9,723 10,000 2,148
Vice President, Finance 9/30/95 129,250 52,000 7,200 -- 1,801
and Chief Financial 9/30/94 40,500 10,583 -- 82,500 98
Officer(4)
Michael W. Pippins, 9/30/96 131,068 36,000 9,653 10,000 2,018
Vice President, Sales 9/30/95 115,500 47,200 8,210 -- 3,418
and Marketing 9/30/94 110,112 33,200 -- 30,000 2,380
Michael F. Werner, 9/30/96 141,894 37,663 9,756 10,000 1,907
Vice President, 9/30/95 120,600 49,360 8,250 -- 1,413
Operations 9/30/94 117,798 33,200 -- 30,000 408
</TABLE>
- --------
6
<PAGE>
(1) Represents lease and insurance payments made for automobiles used by
Messrs. Therrien, McEachern, Piekos, Pippins and Werner.
(2) The Company did not make any restricted stock awards, grant any stock
appreciation rights or make any long-term incentive payments during fiscal
1994, 1995 or 1996.
(3) Consists of (i) matching contributions made by the Company to its 401(k)
plan of $0, $924 and $1,156 for Mr. Therrien; $0, $0 and $1,349 for Mr.
McEachern; $0, $1,642 and $2,799 for Mr. Piekos; $1,972, $3,347 and $1,938
for Mr. Pippins; and $0, $1,346 and $1,702 for Mr. Werner in fiscal 1994,
1995 and 1996, respectively, and (ii) life insurance premiums paid by the
Company of $1,376, $916 and $966 for Mr. Therrien; $0, $0 and $239 for Mr.
McEachern; $98, $159 and $176 for Mr. Piekos; $408, $71 and $80 for Mr.
Pippins; and $408, $167 and $205 for Mr. Werner in fiscal 1994, 1995 and
1996, respectively. The Company is not a beneficiary of any life insurance
benefits resulting from the payment of these premiums.
(4) See "Employment Contracts" below.
EMPLOYMENT CONTRACTS
Robert J. Therrien. In October 1994, the Company entered into an employment
agreement with Robert J. Therrien, its President and Chief Executive Officer,
which entitled Mr. Therrien to a minimum annual salary of $230,000, subject to
increases for inflation, and to consideration for discretionary bonuses. The
employment agreement, which has a seven-year term, provides that Mr. Therrien
will receive retirement compensation at the rate of Mr. Therrien's salary in
effect as of the date he terminates employment with the Company for a period
equal to one and one-half times the number of years Mr. Therrien serves the
Company after October 1, 1994. In the event of Mr. Therrien's death or
permanent disability, he or his estate has the option of receiving his
retirement compensation over a period of not less than four years. The Company
will also provide Mr. Therrien with certain life insurance benefits over the
term of the agreement and for so long as the Company owes him retirement
compensation, an automobile allowance and such other employment benefits as
may be generally available to employees of the Company.
Under the agreement, if Mr. Therrien terminates his employment with the
Company upon a change in control of the Company or for good reason (a material
reduction in his overall level of responsibility without his consent), the
Company shall pay Mr. Therrien, in addition to the retirement compensation, a
lump sum severance payment equal to $1 less than three times Mr. Therrien's
average annual compensation during the five most recent years.
Mr. Therrien's employment agreement also contains noncompetition and
confidentiality provisions. The noncompetition provision prohibits Mr.
Therrien from directly or indirectly competing with the Company so long as he
is an employee of the Company and for a period of two years thereafter.
Stanley D. Piekos. In June 1994, the Company entered into an employment
agreement with Stanley D. Piekos, its Vice President, Finance and Chief
Financial Officer, which is terminable by either party upon 30 days notice and
which entitles Mr. Piekos to a minimum annual salary of $127,000 and formula
bonuses based on the Company's annual financial performance. Mr. Piekos'
agreement contains non-disclosure provisions and prohibits him from competing
with the Company during the term of his employment and for a period of one
year thereafter. Pursuant to the agreement, Mr. Piekos subscribed to 75,000
shares of Common Stock for a purchase price of approximately $1.67 per share
(a total of $125,000) and was granted options to purchase 67,500 shares of
Common Stock at an exercise price of approximately $1.67 per share. The
Company also granted Mr. Piekos certain registration rights with respect to
these shares in the event the Company registers the shares
7
<PAGE>
of any of its other executive officers. The employment agreement provides Mr.
Piekos with certain other benefits, including an automobile allowance, the
opportunity to participate in insurance plans and other employment benefits as
may be generally available to senior executives of the Company. Mr. Piekos has
also entered into an indemnification agreement with the Company on the same
terms as the Company's directors. See "Compensation of Directors--
Indemnification Agreements."
BONUS PLAN
The Company maintains an informal bonus program for certain employees,
including executive officers, under which such employees may be awarded
discretionary cash bonuses based upon an evaluation of individual performance
and the performance of the Company during the year.
GAINSHARING PROGRAM
In 1995, the Company introduced an informal Gainsharing Program. Gainsharing
is an incentive program designed to compensate eligible employees, including
officers, for their efforts toward achieving the Company's goals. Eligible
employees may earn up to 10% of their base pay each quarter if certain
personal objectives for quality of work and customer satisfaction and certain
Company objectives for revenues and operating profit are met. The Company paid
employees a total of $632,000 during 1996 pursuant to the Gainsharing Program.
STOCK PURCHASE PLAN
In February 1996, the Company adopted the 1995 Employee Stock Purchase Plan
(the "Stock Purchase Plan") to provide employees of the Company with
additional incentives by permitting them to acquire an equity interest in the
Company through the purchase of shares of the Company's Common Stock.
Eligible employees of the Company elect to participate in the Stock Purchase
Plan by giving notice to the Company and instructing the Company to withhold a
specified dollar amount from the employee's salary during the following six-
month period. On the last business day of that period, the amount withheld is
used to purchase Common Stock at a price equal to the lesser of 85% of the
fair market value of the Common Stock on either the first day of the six-month
period or on the last day of the six-month period, whichever is less.
Participation ends automatically on termination of employment with the
Company.
The maximum number of shares of Common Stock which may be purchased by
employees under the Stock Purchase Plan is 150,000 shares, subject to
adjustments for stock splits, stock dividends and similar transactions. An
aggregate of 21,393 shares have been purchased under the Stock Purchase Plan.
The Stock Purchase Plan is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended.
STOCK OPTION PLANS
The following tables set forth certain information with respect to the stock
options granted to the named executive officers during fiscal 1996 and the
aggregate number of and value of options exercisable and unexercisable held by
the named executive officers during fiscal 1996.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF PRICE
SECURITIES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS FOR OPTION
OPTIONS GRANTED TO TERM(3)
GRANTED EMPLOYEES IN EXERCISE PRICE EXPIRATION --------------
NAME (#)(1) FISCAL YEAR $/SHARE(2) DATE 5%($) 10%($)
- ---- ---------- ------------ -------------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Therrien ..... 10,000 3% 12.10 7/25/06 84,648 206,460
Robert A. McEachern..... 5,000 1% 11.00 7/25/06 47,824 108,730
Stanley D. Piekos ...... 10,000 3% 11.00 7/25/06 95,648 217,460
Michael W. Pippins ..... 10,000 3% 11.00 7/25/06 95,648 217,460
Michael F. Werner ...... 10,000 3% 11.00 7/25/06 95,648 217,460
</TABLE>
- --------
(1) Incentive stock options are exercisable at the rate of 25 percent per year
over a four year period commencing two years from the date of grant. Mr.
Therrien's exercise price is equal to 110% of the fair market value of the
stock on the date of grant because he is a holder of more than 10% of the
Company's Common Stock.
(2) The exercise price is equal to the fair market value of the stock on the
date of grant.
(3) The 5% and 10% assumed rates of annual compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future Common Stock
prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED OPTIONS AT 9/30/96(#) 9/30/96($)(2)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert J. Therrien ..... -- -- 202,500/182,500 2,089,238/1,772,138
Robert A. McEachern..... -- -- --/30,000 --/48,750
Stanley D. Piekos ...... -- -- 20,625/71,875 223,979/688,188
Michael W. Pippins ..... 18,000 220,875 12,000/40,000 131,175/339,025
Michael F. Werner ...... -- -- 41,250/43,750 476,194/383,281
</TABLE>
- --------
(1) The "value realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date of
exercise over the exercise price). However, because the executive officers
may keep the shares they acquired upon the exercise of the options (or
sell them at a different price), these amounts do not necessarily reflect
cash realized upon the sale of those shares.
(2) Based on the closing price of the Company's Common Stock on September 30,
1996 on the Nasdaq National Market of $12.63 minus the respective option
exercise prices.
1992 Combination Stock Option Plan. Under the Company's 1992 Combination
Stock Option Plan (the "1992 Plan"), which is administered by the Compensation
Committee, the Company may grant both incentive stock options intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended
("incentive stock options"), and other options which are not qualified as
incentive stock options ("nonqualified stock options"). Incentive stock
options may only be granted to persons who are employees of the Company at
9
<PAGE>
the time of grant, which may include officers and directors who are also
employees. Nonqualified stock options may be granted to persons who are
officers, directors or employees of or consultants or advisors to the Company
or persons who are in a position to contribute to the long-term success and
growth of the Company at the time of grant.
Options under the 1992 Plan may not be granted after May 13, 2002. No option
under the 1992 Plan may be exercised subsequent to ten years from the date of
grant (five years after the date of grant for incentive stock options granted
to holders of more than 10% of the Company's Common Stock). Options granted
under the 1992 Plan generally vest over a period of five years. Except in the
event of death or permanent disability of the option holder, no incentive
stock option granted pursuant to the 1992 Plan may be exercised more than
three months after the option holder ceases to be an employee of the Company.
Nonqualified stock options may be granted at an exercise price greater or
lesser than the fair market value of the Common Stock on the date of the
grant, in the discretion of the Compensation Committee. Incentive stock
options, however, may not be granted at less than the fair market value of the
Common Stock and may be granted to holders of more than 10% of the Common
Stock only at an exercise price of at least 110% of the fair market value of
the Common Stock on the date of grant. Of the 1,550,000 shares of Common Stock
authorized for issuance under the 1992 Plan, options to purchase 1,247,850
shares of Common Stock have been granted (net of forfeitures) through December
5, 1996; 193,450 of these options have been exercised.
1993 Nonemployee Director Stock Option Plan. The Company's 1993 Nonemployee
Director Stock Option Plan (the "Directors Plan") is more fully described
under "Proposal No. 2--Amendment of the 1993 Nonemployee Director Stock Option
Plan" below. Under the Directors Plan, each director who is not an employee of
the Company or any of its subsidiaries is eligible to receive options. Of the
current directors, Messrs. Brooks, Emerick and Khoury are eligible to receive
options.
REPORT ON 10-YEAR STOCK OPTION REPRICINGS
On July 25, 1996, the Board determined that certain stock options issued to
employees of the Company had an exercise price significantly higher than the
market value of the Company's Common Stock. In light of the Board's
conclusions that such options were not providing the desired incentive, the
Board provided employees with the opportunity to exchange options previously
granted to them under the 1992 Combination Stock Option Plan for new options
(the "Replacement Options") to purchase the same number of shares of Common
Stock at an exercise price of $11.00 per share, the then fair market value of
the Common Stock. Employees were given the choice of retaining their existing
options, with the original vesting schedule, or accepting the Replacement
Options, with the original vesting schedule, but with such schedule commencing
on July 25, 1996. The Company canceled and replaced options to purchase
344,600 shares of Common Stock with an average purchase price of $14.36 per
share.
10
<PAGE>
The following table sets forth information concerning stock options which
have been repriced from February 2, 1995, the date of the Company's initial
public offering, through the end of fiscal 1996 for the Company's executive
officers:
<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL
EXERCISE OPTION TERM
NUMBER OF MARKET PRICE OF PRICE AT REMAINING
OPTIONS STOCK AT TIME TIME OF NEW AT DATE OF
REPRICED OR OF REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED(#) AMENDMENT($) AMENDMENT($) PRICE($) AMENDMENT
- ---- ------- ---------- --------------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C>
David Beaulieu....... 7/25/96 20,000 $11.00 $14.50 $11.00 10 years
Robert Carey......... 7/25/96 20,000 $11.00 $12.25 $11.00 10 years
Robert A. McEachern.. 7/25/96 25,000 $11.00 $14.25 $11.00 10 years
Richard W. McMahon... 7/25/96 26,000 $11.00 $14.75 $11.00 10 years
</TABLE>
Board of Directors
Robert J. Therrien
Norman B. Brooks
Roger D. Emerick
Amin J. Khoury
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In November 1994, the Board of Directors appointed a Compensation Committee
consisting of Messrs. Emerick and Khoury. Neither Mr. Emerick nor Mr. Khoury
is or was formerly an officer or employee of the Company. Mr. Therrien, the
President and Chief Executive Officer of the Company, has the authority to
grant options for not more than 9,000 shares to employees who are not
executive officers on terms that are consistent with the 1992 Plan. Mr.
Therrien granted options to purchase 70,000 shares in fiscal 1996. Prior to
November 1994, all decisions regarding compensation of executive officers were
made by the entire Board of Directors. Mr. Brooks, a member of the Board of
Directors, was formerly an executive officer of the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised of two
non-employee directors and is responsible for establishing compensation
policies applicable to the Company's executive officers including the Chief
Executive Officer.
The Company's compensation policies are intended to attract, retain and
motivate highly qualified executive officers by providing incentives that
closely align the interests of the executive officers with those of the
Company and its stockholders. The Compensation Committee uses a combination of
cash and equity components to offer a balance of short- and long-term
incentives.
The compensation of executive officers consists of base compensation, bonus,
the grant of options and participation in benefit plans generally available to
employees. The base salary of an executive officer is established after
considering the level of his responsibility, data gathered informally with
respect to salaries paid by comparable companies to officers in similar
positions and the quality of performance. No particular weight is given to any
of these factors. In setting compensation, the Compensation Committee strives
to maintain base compensation for the Company's executive officers at levels
which the Compensation Committee believes are
11
<PAGE>
competitive with the compensation of comparable executive officers in
similarly situated companies, while relying upon stock options, the bonus plan
and benefit plans generally available to employees such as the quarterly
gainsharing program and the Stock Purchase Plan to provide significant
performance incentives.
Executive officers are eligible for performance bonuses under the Company's
Bonus Plan of 20% to 40% of their base salary. The extent of these bonuses is
determined based on factors such as individual performance goals, teamwork,
leadership and initiative with no greater emphasis on one factor than on
another. These bonuses are contingent on the Company's overall financial
performance. Bonuses paid to executive officers during fiscal 1996 amounted to
$260,484. The target bonus for Mr. Therrien, set at 40%, represents a greater
percentage of base salary than for other executive officers. Consequently, a
larger portion of Mr. Therrien's total compensation is dependent on his and
the Company's performance. Executive officers also participate along with all
other employees of the Company in a quarterly gainsharing program, through
which employees can earn a quarterly payout of up to 10% of their base pay if
certain personal objectives for quality of work and customer satisfaction and
certain Company objectives for revenues and operating profit are met. This
gainsharing program is designed to focus attention on short-term goals which
may have substantial impact on the long-term success of the Company and to
encourage executive officers and the Company's other employees to work more
closely together on objectives which are beneficial to the Company.
Each of the executive officers, including Mr. Therrien, and all key
employees are eligible to receive grants of options under the 1992 Plan. The
1992 Plan is used to align a portion of the executive officers' and key
employees' compensation with the stockholders' interests and the long-term
success of the Company. In determining the number of options to be granted to
each executive officer or key employee, the Compensation Committee makes a
subjective determination based on factors such as the individual's level of
responsibility, performance and number of options held by the executive
officer, with no particular weight given to any factor. During fiscal 1996,
111,000 options were granted to executive officers under the 1992 Plan. The
1995 Employee Stock Purchase Plan provides all of the Company's employees,
including executive officers, with a means of acquiring the Company's stock,
further aligning the interests of executive officers, employees and
stockholders.
In October 1994, the Company entered into an employment agreement with
Robert J. Therrien, its Chief Executive Officer, which entitles Mr. Therrien
to a minimum annual salary of $230,000, subject to adjustment for inflation,
consideration for discretionary bonuses, certain life insurance benefits and,
for so long as the Company owes him retirement compensation, an automobile
allowance and such other employment benefits as are generally available to
employees of the Company. See "Employment Contracts." Mr. Therrien received a
base salary of $259,794 in fiscal 1996. Mr. Therrien received stock options to
purchase 10,000 shares of stock in fiscal 1996, as well as a bonus in the
amount of $97,548, reflecting the Company's strong performance during the last
fiscal year. The Compensation Committee has not conducted any formal surveys
of salaries of chief executive officers, but, based on its experience,
believes that this compensation is comparable to the compensation of chief
executive officers of similar companies.
Compensation Committee
Roger D. Emerick
Amin J. Khoury
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the change in the Company's cumulative total
shareholder return from February 2, 1995, when the Company's Common Stock
became publicly traded, to September 30, 1996, the last trading day of fiscal
1996 with the cumulative total return on the CRSP Index for the
NYSE/AMEX/Nasdaq Stock Market (U.S. Companies) and the CRSP Index for
NYSE/AMEX/Nasdaq (SIC 3550-3559 U.S. Companies) Special Industry Machinery,
Except Metalworking Machinery for that period.
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Index Description 02/02/95 09/29/95 09/30/96
----------------- -------- -------- --------
<S> <C> <C> <C>
Brooks Automation, Inc. $100 $215.00 $126.30
NYSE/AMEX/Nasdaq Stock Market (U.S. Companies) $100 $126.40 $150.40
NYSE/AMEX/Nasdaq Stocks (SIC 3550-3559 U.S. Companies) $100 $217.70 $138.00
Special Industry Machinery, Except Metalworking Machinery
</TABLE>
Assumes $100 invested on February 2, 1995 in the Company's Common Stock, the
CRSP Index for the NYSE/AMEX/Nasdaq Stock Market (U.S. Companies) and the CRSP
Index for NYSE/AMEX/Nasdaq (SIC 3550-3559 U.S. Companies) Special Industry
Machinery, Except Metalworking Machinery, and the reinvestment of any and all
dividends.
CERTAIN TRANSACTIONS
Lam Research Corporation. During fiscal 1996, the purchases of Lam Research
Corporation ("Lam"), a major customer of the Company, from the Company
accounted for approximately 21% of the Company's revenues during the period.
Lam's Chairman and Chief Executive Officer, Roger Emerick, serves on the
Company's Board of Directors. There is no agreement or arrangement requiring
the election of Mr. Emerick or any other representative of Lam to serve as a
director of the Company.
13
<PAGE>
Sales to Lam have been made in the ordinary course of the Company's
business, and the Company believes that the terms of its transactions with Lam
have not been less favorable to the Company than could have been obtained from
a party unaffiliated with the Company purchasing products of similar types and
at comparable volumes, and making similar commitments and financial
accommodations to the Company.
Purchase of Techware Corporation. In February 1996, the Company acquired all
of the outstanding shares of Techware Systems Corporation ("Brooks Canada") in
exchange for 462,189 shares of the Company's Common Stock. Brooks Canada
designs, develops and supplies integrated equipment control software solutions
for the semiconductor and related industries. The acquisition enhances and
expands the Company's proprietary control system software for transport module
and cluster tool system interface. The acquisition has been accounted for as a
pooling of interests.
In connection with the acquisition of Brooks Canada, Richard W. McMahon, the
Company's Vice President of Software Engineering, received 101,863 shares of
Common Stock, his spouse received 24,468 shares of Common Stock and 53,155
shares of Common Stock were placed by Mr. McMahon in a trust. In addition, the
Company entered into an employment agreement with Mr. McMahon which is
terminable by either party upon thirty days notice and which entitles Mr.
McMahon to a minimum annual salary of $115,700 Canadian and formula bonuses
based on the Company's financial performance. Mr. McMahon's agreement contains
non-disclosure provisions and prohibits him from competing with the Company
during the term of his employment and for a period of one year thereafter.
Pursuant to the agreement, Mr. McMahon was granted options to purchase 26,000
shares of Common Stock at an exercise price of $14.75 per share ($11.00 per
share following a repricing of the Company's stock options; See "Report on 10-
Year Stock Option Repricings"). The employment agreement provides Mr. McMahon
with certain other benefits, including the opportunity to participate in
insurance plans and other employment benefits as may be generally available to
executives of the Company.
14
<PAGE>
PROPOSAL NO. 2
AMENDMENT OF THE 1993 NONEMPLOYEE
DIRECTOR STOCK OPTION PLAN
The purpose of the 1993 Nonemployee Director Stock Option Plan (the
"Directors Plan") is to attract and retain the services of experienced and
knowledgeable independent directors of the Company for the benefit of the
Company and its stockholders and to provide additional incentives for such
independent directors to continue to work for the best interests of the
Company and its stockholders through continuing ownership of its Common Stock.
The Board of Directors has approved an amendment to the Directors Plan,
subject to stockholder approval, to increase the number of shares of Common
Stock reserved for issuance thereunder from 90,000 shares to 190,000 shares.
Each director who is not an employee of the Company or any of its
subsidiaries is eligible to receive options under the Directors Plan. Of the
current directors, Messrs. Brooks, Emerick and Khoury are eligible directors.
Under the Directors Plan, each eligible director receives an automatic grant
of an option to purchase 10,000 shares of Common Stock upon becoming a
director of the Company and an option to purchase 5,000 shares on July 1 each
year thereafter (rather than on the anniversary date of his initial option
grant, pursuant to an amendment to the Directors Plan adopted by the Board of
Directors in 1996). Options granted under the Directors Plan become
exercisable in 20% increments over a five year period for each year that the
director remains affiliated with the Company.
The exercise price for all options granted under the Directors Plan is the
fair market value of the Common Stock on the date of grant, but in no event
less than the par value of the Common Stock. In order to assist an optionee in
the acquisition of shares of Common Stock pursuant to the exercise of an
option granted under the Directors Plan, the exercise price may be paid (i) in
cash, (ii) by delivery of Common Stock having a fair market value on the date
of exercise equal to the purchase price, or (iii) any combination of cash and
shares of Common Stock.
The Board of Directors has approved an amendment to the Directors Plan,
subject to stockholder approval, to increase the number of shares of Common
Stock which may be issued upon exercise of options under the Directors Plan
from 90,000 shares to 190,000 shares. Shares issued under the Directors Plan
may include treasury shares, authorized but unissued shares and shares
previously reserved for issuance upon exercise of options which have expired
or terminated. Shares subject to an option that ceases to be exercisable for
any reason will be available for subsequent option grants. The Directors Plan
terminates and no further options may be issued under the Plan after April 1,
2004.
No option under the Directors Plan may be exercised subsequent to ten years
from the date of grant. If an eligible director ceases to be a director of the
Company for any reason, all options held by that director that are not then
exercisable terminate. Options generally may not be exercised after 30 days
following the date the holder ceases to be a director of the Company, except
that in the event of death or permanent disability of the optionholder, the
portion of the option then exercisable may be exercised by the holder or his
estate for a period of up to one year after the date of such death or
permanent disability. Options granted under the Directors Plan may not be
assigned or transferred except by will or the laws of descent and
distribution.
The Directors Plan may be amended by the Board of Directors or any committee
to which such authority has been delegated by the Board of Directors, at any
time, in whole or in part, provided however, that so long as
15
<PAGE>
there is a legal requirement 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 required by
such laws; and provided further that the Plan may not be modified more than
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. No amendment, suspension or termination of the
Directors Plan, except as described in the Directors Plan, may adversely
affect the rights of an option holder under the Plan without the holder's
consent.
The following table sets forth the amounts that have been received by or
allocated to each of the following under the Directors Plan.
NEW PLAN BENEFITS
1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
<TABLE>
<CAPTION>
NUMBER OF
SHARES SUBJECT
NAME DOLLAR VALUE($)(1) TO OPTIONS(2)
- ---- ------------------ --------------
<S> <C> <C>
Robert J. Therrien........................... Not eligible --
Executive Officers as a group................ Not eligible --
Current Nonemployee Directors as a group..... 0 70,000(3)
All Employees who are not Executive Officers
as a group.................................. Not eligible --
</TABLE>
- --------
(1) Based upon the difference between the market value of the underlying
shares on the date of grant and the exercise price of the options. This
valuation does not take into account any appreciation in market value of
the underlying shares which may occur over the term of the options. The
closing price of the Company's Common Stock on January 3, 1997 was $17.00.
(2) Options may be granted under the Directors Plan only to nonemployee
directors.
(3) Representing options to purchase a total of 70,000 shares which have been
granted to the Company's three nonemployee directors provided that they
remain directors of the Company through July 1, 2001.
Federal Income Tax Consequences of the Directors Plan
The following general discussion of the Federal income tax consequences of
options granted under the Directors Plan is based upon the provisions of the
Internal Revenue Code as in effect on the date hereof, current regulations
thereunder, and existing public and private administrative rulings of the
Internal Revenue Service. This discussion is not intended to be a complete
discussion of all of the Federal income tax consequences of the Directors Plan
or of all of the requirements that must be met in order to qualify for the tax
treatment described herein. Changes in the law and regulations may modify the
discussion, and in some cases the changes may be retroactive. No information
is provided as to state tax laws. The Directors Plan is not qualified under
Section 401 of the Code, nor is it subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
A director will not recognize any taxable income upon the grant of an option
under the Directors Plan. Generally, he or she will recognize ordinary taxable
income at the time the option is exercised in an amount equal to the excess of
the fair market value of the shares of Common Stock on the date of exercise
over the
16
<PAGE>
exercise price. However, officers and directors, including non-employee
directors eligible to participate in the Directors Plan, generally will be
subject to Section 16(b) of the Securities Exchange Act of 1934
("Section 16(b)") upon their sale of shares of Common Stock and this may
affect their tax liability. In the case of exercise of an option by someone
whose sale of shares of Common Stock would subject him or her to liability
under Section 16(b), recognition of income by the option holder will be
postponed. The IRS regulations have not yet been amended to conform with the
recently revised rules under Section 16(b). However, it is generally
anticipated that the date of recognition (the "Recognition Date") will be the
earlier of (i) six months after the date the option was granted, or (ii) the
first day on which the sale of the shares would not subject the individual to
liability under Section 16(b). It is possible that the six month period will
instead run from the option holder's most recent grant or purchase of Common
Stock prior to his or her exercise of the option. The option holder will
generally recognize ordinary taxable income on the Recognition Date in an
amount equal to the excess of the fair market value of the shares at that time
over the exercise price. Despite this general rule, if the Recognition Date is
after the date of exercise, then the option holder may make an election
pursuant to Section 83(b) of the Code, in which case the option holder will
recognize ordinary taxable income at the time the option is exercised and not
on the later Recognition Date. In order to be effective, the 83(b) election
must be filed with the Company and the Internal Revenue Service within 30 days
of exercise.
The Company will generally be entitled to a compensation deduction for
Federal income tax purposes in an amount equal to the taxable income
recognized by the option holder, provided the Company reports the income on a
form 1099 that is timely provided to the option holder and filed with the IRS.
When a director subsequently disposes of the shares of Common Stock received
upon exercise of an option, he or she will recognize long-term or short-term
capital gain or loss (depending upon the holding period), in an amount equal
to the difference between the sale price on the date of disposition and the
fair market value on the date on which the option holder recognized ordinary
taxable income as a result of the exercise of the option.
An option holder who pays the exercise price, in whole or in part, by
delivering shares of Common Stock already owned by him or her will recognize
no gain or loss for Federal income tax purposes on the shares surrendered, but
otherwise will be taxed according to the rules described above. To the extent
the shares acquired upon exercise are equal in number to the shares
surrendered, the basis of the shares received will be equal to the basis of
the shares surrendered. The basis of shares received in excess of the shares
surrendered upon exercise will be equal to the fair market value of the shares
on the date of exercise, and the holding period for the shares received will
commence on that date.
The affirmative vote of a majority of the votes of holders of the Common
Stock present in person or by proxy at the Meeting is required for adoption of
Proposal No. 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
PROPOSAL NO. 2.
17
<PAGE>
OTHER MATTERS
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
Meeting will be tabulated by an inspector of elections appointed by the
Company. A quorum, consisting of a majority of shares of all stock issued,
outstanding and entitled to vote at the Meeting, will be required to be
present in person or by proxy for consideration of the proposal to elect
directors and for the proposal to amend the directors Plan. If a quorum is not
present, a vote of a majority of the votes properly cast will adjourn the
Meeting.
The four nominees for directors of the Company who receive the greatest
number of votes cast by stockholders present in person or represented by proxy
at the Meeting and entitled to vote thereon will be elected directors of the
Company. The affirmative vote of the holders of a majority of shares of Common
Stock present in person or represented by proxy at the Meeting and entitled to
vote thereon is required to approve the amendment of the Directors Plan.
Abstentions will have no effect on the outcome of the vote for the election
of directors, but will have the effect of being cast against the proposal to
amend the Directors Plan even though the stockholder so abstaining intends a
different interpretation. Shares of Common Stock held of record by brokers who
do not return a signed and dated proxy will not be considered present at the
Meeting, will not be counted towards a quorum and will not be voted in the
election of directors or on the proposal to amend the Directors Plan. Shares
of Common Stock held of record by brokers who return a signed and dated proxy
but who fail to vote on one of the proposals will count toward the quorum but
will count neither for nor against the proposal not voted.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Price Waterhouse LLP as the independent
accountants to audit the Company's consolidated financial statements for the
fiscal year ending September 30, 1997. Such firm and its predecessor have
served continuously in that capacity since 1989.
A representative of Price Waterhouse LLP will be at the Meeting and will be
given an opportunity to make a statement, if so desired. The representative
will be available to respond to appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
10% of the Company's Common Stock, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and
the Nasdaq Stock Market. Executive officers, directors and greater than 10%
stockholders are required to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies of such Forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Company
believes that all of its executive officers, directors and greater than 10%
stockholders complied with all Section 16(a) filing requirements applicable to
them during the Company's fiscal year ended September 30, 1996 except that on
June 21, 1996, Mr. Pippins filed a Form 4 dated June 21, 1996 reflecting a
sale of shares of Common Stock on April 26, 1996, and on July 17, 1996, Mr.
Brooks filed a Form 4 dated July 17, 1996 reflecting the sale of shares of
Common Stock on May 20, May 29 and May 30, 1996.
18
<PAGE>
OTHER PROPOSED ACTION
The Board of Directors knows of no matters which may come before the Meeting
other than the election of directors and the proposal to amend the Directors
Plan. However, if any other matters should properly be presented to the
Meeting, the persons named as proxies shall have discretionary authority to
vote the shares represented by the accompanying proxy in accordance with their
own judgment.
STOCKHOLDER PROPOSALS
Proposals which stockholders intend to present at the Company's 1997 Annual
Meeting of Stockholders and wish to have included in the Company's proxy
materials must be received by the Company no later than September 25, 1997.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
the sections of the Proxy Statement entitled "Compensation Committee Report"
and "Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO
INVESTOR RELATIONS, BROOKS AUTOMATION, INC., 15 ELIZABETH DRIVE, CHELMSFORD,
MASSACHUSETTS 01824.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
19
<PAGE>
BROOKS AUTOMATION, INC.
1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of this 1993 Nonemployee Director Stock Option
-------
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
<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.
----------------
-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-
<PAGE>
PROXY BROOKS AUTOMATION, INC. PROXY
The undersigned hereby appoints Robert J. Therrien and Stanley D. Piekos,
and each of them, with full power of substitution, attorneys and proxies to
represent the undersigned at the 1997 Annual Meeting of Stockholders of Brooks
Automation, Inc. to be held on Thursday, February 20, 1997, and at any
adjournment or adjournments thereof, with all power which the undersigned would
possess if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting upon the matters set forth
in the Notice of and Proxy Statement for the Meeting in accordance with the
following instructions and with discretionary authority upon such other matters
as may come before the Meeting. All previous proxies are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE PROPOSAL TO
AMEND THE 1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN.
Continued, and to be signed, on reverse side
(Please fill in the reverse side and mail in enclosed envelope)
<PAGE>
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES AS DIRECTORS.
1. Election of Directors:
Nominees: Robert J. Therrien, Norman B. Brooks, Roger D. Emerick,
Amin J. Khoury
[ ] FOR ALL NOMINEES (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees
FOR except vote withheld from the following nominee(s):
____________________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
FOR AGAINST ABSTAIN
2. To amend the 1993 Nonemployee Stock Option Plan as [ ] [ ] [ ]
described in the accompanying Proxy Statement.
3. To transact such other business as may properly come
before the Meeting.
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT [ ]
(Signatures should be the same as the name printed hereon. Executors,
administrators, trustees, guardians, attorneys, and officers of corporations
should add their titles when signing.)
Signature:___________________________ Date:__________
Signature:___________________________ Date:__________
