<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3040660
------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
15 Elizabeth Drive, Chelmsford, Massachusetts 01824
---------------------------------------------------
(Address of principal executive offices) (zip code)
Brooks Automation, Inc.
1992 Combination Stock Option Plan
1993 Nonemployee Director Stock Option Plan
1995 Employee Stock Purchase Plan
---------------------------------
(Full title of Plans)
Robert J. Therrien, President
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, Massachusetts 01824
-------------------------------
(Name and address of agent for service)
(978)262-2400
-------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (2) unit price registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Share
Purchase Rights(1) 2,390,000 Rights --- (3) --- (3) ---
====================================================================================================
</TABLE>
(1) On July 23, 1997, the Board of Directors of the Corporation declared a
dividend of one preferred share purchase right (the "Rights") for each
share of Common Stock outstanding on August 12, 1997. The 2,390,000 Rights
registered hereby represent one Right that may be issued in connection with
each share of Common Stock issuable upon exercise of options granted or to
be granted under the Corporation's 1992 Combination Stock Option Plan
(1,950,000 Rights), 1993 Nonemployee Director Stock Option Plan (190,000
Rights), and 1995 Employee Stock Purchase Plan (250,000 Rights)
(collectively, the "Plans").
(2) Such presently indeterminable number of Rights are also registered
hereunder as may be issued in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other
similar change in Common Stock.
(3) The Rights are not separately transferable apart from the Common Stock, nor
are they exercisable until the occurrence of certain events. Accordingly,
no independent value has been attributed to the Rights.
===============================================================================
Pursuant to General Instruction E of Form S-8, the contents of Registrant's
Registration Statement on Form S-8 (Registration No. 333-07313) relating to the
Brooks Automation, Inc. 1992 Combination Stock Option Plan, Registration
Statement on Form S-8 (Registration No. 333-07315) relating to the Brooks
Automation, Inc. 1995 Employee Stock Purchase Plan and Registration Statement on
Form S-8 (Registration No. 333-22717) relating to the Brooks Automation, Inc.
1993 NonEmployee Director Stock Option Plan are being incorporated herein by
reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report referred to in (a) above.
(c) The description of the Rights which is contained in the Registrant's
Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act on August 7, 1997 and all amendments thereto and reports filed for the
purpose of updating such descriptions.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed hereby incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------ -------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
The legality of the Rights to be issued in connection with the Common
Stock, has been passed upon for the Registrant by Brown, Rudnick, Freed &
Gesmer, One Financial Center, Boston, Massachusetts 02111.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article VII of the Registrant's By-laws provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the General Corporation Law of the State of Delaware. Section 145 of the
General Corporation Law of the State of Delaware authorizes a corporation to
indemnify directors, officers, employees or agents of the corporation in non-
derivative suits if such party acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise in the defense of any claim.
The Registrant has entered into indemnification agreements with each of its
present directors and certain of its officers. The Registrant may also enter
into similar agreements with certain of its officers who are not also directors.
Generally, the indemnification agreements attempt to provide the maximum
protection permitted by Delaware law with respect to indemnification of
directors and officers. In addition, the Registrant maintains insurance on
behalf of any person who is or was a director or officer against any loss
arising from any claim asserted against him or her in any such capacity, subject
to certain exceptions.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
- ------ --------
Number Description
- ------ -----------
4.1 Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to
Registration Statement No. 33-87296 on Form S-1 (the "S-1
Registration Statement").*
4.2 Certificate of Incorporation of the Registrant - Filed as Exhibit
3.01 to the S-1 Registration Statement.*
4.3 Certificate of Designations of Series A Junior Participating
Preferred Stock - Filed as Exhibit 3.03 to Registration Statement No.
333-34487 on Form S-3.*
4.4 By-laws of the Registrant -- Filed as Exhibit 3.02 to the S-1
Registration Statement.*
4.5 Rights Agreement between the Registrant and BankBoston, N.A., as
Rights Agent, dated as of July 23, 1997 (including Form of Right
Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated August 7,
1997.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their legal
opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Registrant's 1993 Nonemployee Director Stock Option Plan, as amended
- Filed as Exhibit 99.1 to Registrant's Registration Statement No.
333-22717 on Form S-8.*
99.2 Registrant's 1992 Combination Stock Option Plan, as amended - Filed
as Exhibit 99.2 to Registrant's Registration Statement No. 333-07313
on form S-8.*
99.3 Registrant's 1995 Employee Stock Purchase Plan - Filed as Exhibit
99.3 to Registrant's Registration Statement No. 333-07315 on
Form S-8.*
______________
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
ITEM 9. UNDERTAKINGS.
- ------- -------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
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
October 16, 1998.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
--------------------------------
Robert J. Therrien,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Deborah D. Fox 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.
Signature Title Date
--------- ----- ----
/s/ Robert J. Therrien Director and Principal October 16, 1998
- --------------------------- Executive Officer
Robert J. Therrien
/s/ Deborah D. Fox Principal Financial and October 16, 1998
- --------------------------- Accounting Officer
Deborah D. Fox
/s/ Roger D. Emerick Director October 27, 1998
- ---------------------------
Roger D. Emerick
- --------------------------- Director October ____, 1998
Amin J. Khoury
II-4
<PAGE>
EXHIBIT INDEX
Number Description Reference
- ------ ----------- ---------
4.1 Specimen Certificate of Common Stock - Filed as
Exhibit 4.01 to Registration Statement No. 33-87296 on
Form S-1 (the "S-1 Registration Statement").*
4.2 Certificate of Incorporation of the Registrant -
Filed as Exhibit 3.01 to the S-1 Registration Statement.*
4.3 Certificate of Designations of Series A Junior
Participating Preferred Stock - Filed as Exhibit 3.03
to Registration Statement No. 333-34487 on Form S-3.*
4.4 By-laws of the Registrant -- Filed as Exhibit 3.02
to the S-1 Registration Statement.*
4.5 Rights Agreement between the Registrant and
BankBoston, N.A., as Rights Agent, dated as of
July 23, 1997 (including Form of Right Certificate
attached thereto as Exhibit A) -- Filed as Exhibit 1 to
the Registrant's Registration Statement on Form 8-A,
dated August 7,1997.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included
in their legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of
this Registration Statement).
99.1 Registrant's 1993 Nonemployee Director Stock Option Plan,
as amended - Filed as Exhibit 99.1 to Registrant's
Registration Statement No. 333-22717 on Form S-8.*
99.2 Registrant's 1992 Combination Stock Option Plan, as amended -
Filed as Exhibit 99.2 to the Registrant's Registration
Statement No. 333-07313 on Form S-8.*
99.3 Registrant's 1995 Employee Stock Purchase Plan, as amended -
Filed as Exhibit 99.3 to Registrant's Registration
Statement No. 333-07315 on Form S-8.*
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
<PAGE>
Exhibit 5.1
October 30, 1998
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: Brooks Automation, Inc. Registration Statement on Form 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 2,390,000 preferred share
purchase rights (the "Rights"). On July 23, 1997, the Board of Directors of the
Company declared a dividend of one Right for each share of Common Stock, $.01
par value, outstanding on August 12, 1997, upon the terms and subject to the
conditions set forth in the Company's Stockholder Rights Agreement (the "Rights
Agreement"). The 2,390,000 Rights being registered pursuant to the Registration
Statement represent one Right that may be issued in connection with each share
of the Company's Common Stock issuable upon exercise of options granted or to be
granted under the Company's 1992 Combination Stock Option Plan (the "1992
Plan"), 1993 Nonemployee Director Stock Option Plan (the "1993 Plan") and 1995
Employee Stock Purchase Plan (the "1995 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 By-Laws 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 1992 Plan;
5. The 1993 Plan;
6. The 1995 Plan;
7. The Rights Agreement; and
8. The Registration Statement.
<PAGE>
Brooks Automation, Inc.
October 30, 1998
Page 2
For purposes of this opinion, we have assumed without any investigation:
(1) the legal capacity of each natural person; (2) the genuineness of each
signature; (3) the completeness of each document submitted to us as an original
and the conformity with the original of each document submitted to us as a copy;
and (4) 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, judgments, 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
Rights have been duly authorized and, when issued in accordance with the terms
of the Rights Agreement and with the terms of the 1992 Plan, the 1993 Plan and
the 1995 Plan, the Rights 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
By: Brown, Rudnick, Freed & Gesmer, P.C. a partner
By: /s/ Philip J. Flink
-------------------------------------
Philip J. Flink, a Member
hereunto duly authorized
PJF/LML/JRS
<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 12, 1997, which appears on
page 42 of the 1997 Annual Report to Shareholders of Brooks Automation, Inc.,
which is incorporated by reference in Brooks Automation, Inc.'s Annual Report on
Form 10-K for the year ended September 30, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 13 of such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 30, 1998
