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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 31, 1999
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Brooks Automation, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-25434 04-304660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition.
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On August 31, 1999, Smart Acquisition Corp., a wholly-owned subsidiary of
the Registrant, merged with and into Smart Machines Inc. ("Smart Machines"), a
California corporation. As a result of the merger, Smart Machines became a
wholly-owned subsidiary of the Registrant and all shares of Smart Machines
Common Stock, no par value per share and Smart Machines Preferred Stock, no par
value per share issued and outstanding immediately prior to the effective time
of the merger were converted into the right to receive a total of approximately
409,019 shares of the Registrant's common stock, $0.01 par value per share. In
addition, holders of Smart Machines convertible notes will receive approximately
87,800 shares of Brooks Common Stock in exchange for the cancellation of their
notes. The terms of the merger and the exchange of Smart Machines securities
for the Registrant's common stock are more fully described in the Agreement and
Plan of Merger (the "Merger Agreement") dated as of July 7, 1999 among the
Registrant, Smart Machines and Smart Acquisition Corp. This transaction has
been accounted for as a pooling of interests and has been structured as a tax-
fee reorganization. The terms of this transaction and the consideration
received by Smart Machines stockholders were the result of arm's length
negotiations between representatives of Smart Machines and the Registrant.
Pursuant to the Merger Agreement, the Registrant is obligated to preserve and
assume certain indemnification rights and benefits of the existing officers and
directors of Smart Machines. In addition, K. Charles Janac (president and a
director of Smart Machines) and Sharon Andres (chief financial officer and
controller of Smart Machines) as well as a number of the other employees of
Smart Machines will continue to be employed by the Registrant after the merger.
There is no material relationship between Smart Machines and the Registrant or
any affiliate, director or officer of the Registrant or any associate of any
director or officer.
Smart Machines produces process tool automation components for
semiconductor manufacturers. These components are designed to transport wafers
or discs on which semiconductors are manufactured into and inside of
semiconductor process tools.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of the Business Acquired
The Registrant plans to file any financial statements which may be
required by November 14, 1999.
(b) Pro Forma Financial Information
The Registrant plans to file any pro forma financial
information which may be required by November 14, 1999.
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(c) Exhibits
2.05 Agreement and Plan of merger dated as of July 7, 1999
among the Registrant, Smart Acquisition Corporation and Smart
Machines (incorporated by reference as Exhibit 2.05 to the
Registrant's Registration Statement on From S-4 (No. 333-
84727)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
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Name: Ellen B. Richstone
Title: Senior Vice President of Finance and
Administration and Chief Financial
Officer
Dated: September 15, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.05 Agreement and Plan of Merger dated as of July 7, 1999 among
the Registrant, Smart Acquisition Corporation and Smart
Machines (incorporated by reference as Exhibit 2.05 to the
Registrant's Registration Statement on Form S-4 (No. 333-
84727)).
