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Filed pursuant to Rule 424(b)(1)
Registration No. 333-30282
3,250,000 Shares
[BROOKS LOGO]
BROOKS AUTOMATION, INC.
Common Stock
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We are selling 2,750,000 shares and the selling stockholders are selling
500,000 shares of our common stock. We will not receive any of the proceeds from
shares of our common stock sold by the selling stockholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"BRKS." The last reported sale price of our common stock on March 7, 2000 was
$78.63 per share.
The underwriters have an option to purchase a maximum of 487,500 additional
shares to cover over-allotments of shares.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
8.
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UNDERWRITING PROCEEDS TO PROCEEDS TO
PRICE TO DISCOUNTS AND BROOKS SELLING
PUBLIC COMMISSIONS AUTOMATION STOCKHOLDERS
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<S> <C> <C> <C> <C>
Per Share............ $ 76.00 $ 3.99 $ 72.01 $ 72.01
Total................ $247,000,000 $12,967,500 $198,027,500 $36,005,000
</TABLE>
Delivery of the shares of common stock will be made on or about March 13,
2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
CREDIT SUISSE FIRST BOSTON SG COWEN
NEEDHAM & COMPANY, INC. ADAMS, HARKNESS & HILL, INC. WIT SOUNDVIEW
The date of this prospectus is March 7, 2000
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[Graphics appearing on inside front cover: Close-up picture of a Front Opening
Unified Pod with the text "Brooks Automation is a leading supplier of
integrated tool and factory automation solutions for the global semiconductor
manufacturing and related industries. Our automation solutions are designed to
optimize semiconductor manufacturing equipment and factory productivity. We
design our solutions to enable our customers to bring products to market faster,
more efficiently and at lower cost."
[Graphics appearing on gatefold following inside front cover: Graphical drawing
of a semiconductor fabrication facility in the center, surrounded by graphical
depictions of the major products groups offered by Brooks: "Vacuum Tools,"
"Atmospheric Tools," "Factory-Tool Interfaces," "Factory Automation Software"
and "Tool Control Software". The upper left corner states "Brooks in the Fab."
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUMMARY.................... 3
RISK FACTORS.......................... 8
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS.................. 15
PRICE RANGE OF COMMON STOCK........... 16
DIVIDEND POLICY....................... 16
USE OF PROCEEDS....................... 16
CAPITALIZATION........................ 17
DILUTION.............................. 18
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PAGE
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SELECTED CONSOLIDATED FINANCIAL
DATA................................ 19
PRINCIPAL AND SELLING STOCKHOLDERS.... 20
UNDERWRITING.......................... 23
NOTICE TO CANADIAN RESIDENTS.......... 24
LEGAL MATTERS......................... 25
EXPERTS............................... 26
WHERE YOU CAN FIND MORE INFORMATION... 26
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
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PROSPECTUS SUMMARY
This summary provides an overview of selected information and may not
contain all of the information that is important to you. You should read the
entire prospectus carefully, including the financial data, related notes and the
information we have incorporated by reference before making an investment
decision. Unless otherwise indicated, all information in this prospectus assumes
that the underwriters do not exercise their over-allotment option.
BROOKS AUTOMATION
We are a leading supplier of integrated tool and factory automation
solutions for the global semiconductor manufacturing and related industries. Our
automation solutions are designed to optimize equipment and factory
productivity. These solutions include tool automation modules, complete
semiconductor wafer handling systems and automation software and integration
services. We sell our tool automation products principally to manufacturers of
process equipment used in semiconductor fabrication facilities, or fabs,
including Lam Research, Novellus Systems and ULVAC. We sell our factory
automation products principally to semiconductor manufacturers including Philips
Electronics, STMicroelectronics and Samsung Electronics. We also sell our
products to data storage and flat panel display manufacturers. Based upon data
published by Dataquest, an independent research group, we believe that we are
the largest independent producer of vacuum tool automation systems and a leading
independent producer of tool software and controls.
Semiconductor manufacturers are currently making, and are expected to
continue to make, significant investments in manufacturing capacity by
constructing new semiconductor manufacturing facilities, expanding existing
facilities and upgrading existing equipment. According to Dataquest,
semiconductor manufacturers will spend about $25.1 billion on fab equipment in
2000, and this spending will grow to $38.3 billion by 2002, representing a
compound annual growth rate of 24%. Semiconductor manufacturers face challenges
in achieving and maintaining high production yields, improving use of expensive
facilities and equipment, and managing the logistics of increasingly complex
fabrication processes. Manufacturers seek to meet these challenges by using tool
and fab automation systems to:
- maximize the flow of products through the manufacturing process;
- minimize misprocessing and contamination; and
- monitor and control manufacturing processes and equipment.
As a result, we expect automation to represent a growing portion of
semiconductor capital equipment spending. Dataquest estimates that in 2000
semiconductor and process equipment manufacturers will spend $1.4 billion on
manufacturing automation and control systems and that this number will grow to
$2.4 billion by 2002, representing a compound annual growth rate of 30%.
OUR SOLUTION
We offer integrated automation solutions designed to optimize process tool
and fab productivity. We believe we have demonstrated technological leadership
in our hardware and software product offerings, a direct result of the learning
cycles associated with multiple generations of our products. We design our
solutions to enable our customers to bring products to market faster, more
efficiently and at lower cost. We provide the following benefits to our
customers:
Comprehensive Solution. We offer a comprehensive suite of software and
hardware products to address the needs of the tool and factory automation
markets. We enable our customers to fulfill, from a single source, a significant
portion of their automation requirements. Our integrated solutions provide our
customers with several advantages, including standard maintenance and training,
uniform user interfaces, easier solution deployment and single supplier
accountability.
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Increased Productivity of Manufacturing Process. Our products are designed
to enable our customers to attain a high level of productivity and performance
when integrated into their manufacturing process. We design our solutions to
improve the following aspects of manufacturing performance:
- tool productivity -- our systems and modules are highly reliable, enable
high wafer throughput and limit contamination;
- factory throughput -- our automation software can simulate and optimize
scheduling of highly complex semiconductor manufacturing processes;
- production yields -- our solutions permit real-time equipment monitoring
and control and off-line production data analysis; and
- capital equipment utilization -- our products provide improved
diagnostics and maintenance management.
Global Service and Support. We provide our customers with an extensive
service and support infrastructure through our operations in North America,
Europe and Asia. We have spare parts and field service, local application and
software engineering capabilities in all of our major markets. Members of
management, many of whom have broad international and industry experience, are
located in North America, Japan, South Korea, Singapore, Taiwan, Germany and the
United Kingdom.
PRODUCTS
Since September 1998, we have completed seven acquisitions that have
increased the breadth and depth of our tool and factory automation product
offerings. Today, the combination of our tool automation solutions with our
factory automation solutions and implementation services provides enabling
technology for improving factory performance. We have 59 U.S. patents and 50
pending U.S. patents including those covering vacuum robot, cluster tool
automation platform, tool interface and material tracking designs. We also have
numerous patents issued or pending in Europe, Japan, China, Taiwan, Korea and
Singapore. In fiscal 1999, we sold our tool and factory automation solutions to
more than 200 customers for use in fabs in North America, Asia and Europe.
Tool Automation. We offer a broad complement of tool automation systems
and service support. Our vacuum and atmospheric tool automation systems include
robots, cluster tool platforms, equipment front end modules, tool-factory
interfaces and mini-environments for isolating processing equipment and
semiconductors. Our equipment solutions for embedded tool control include
controller hardware, control software and communication interfaces.
Factory Automation. We offer many components of both a computer integrated
manufacturing solution and a factory-tool interface automation solution. Our
suite of factory automation software products includes manufacturing execution
systems, cell control, process control, material transport control, data
analysis and graphical display, computerized maintenance management,
manufacturing simulation, material identification and tracking, factory
scheduling and real-time dispatching.
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STRATEGY
Our goal is to maintain and expand upon our position as a leading
independent supplier of integrated tool and factory automation solutions for the
semiconductor, data storage and flat panel display manufacturing industries. The
principal elements of our strategy are as follows:
Capitalize on the Trend Towards Increased Fab Automation. The robotic
systems integration and tool software expertise that we have developed for our
tool automation systems, coupled with our factory automation software solutions
and factory interface hardware, position us to capitalize on the current trend
towards increased fab automation. We believe several factors are contributing to
this trend, including:
- a greater need to reduce idleness, minimize unscheduled downtime and
increase the efficiency of tools as factory capital costs rise;
- advanced semiconductor materials, such as copper, require new tool sets,
greater process control and improved containment isolation;
- increases in semiconductor wafer sizes to 300mm diameters make human
handling impractical because of the greater weight and value of these
wafers;
- greater complexity of semiconductor manufacturing requires improved fab
scheduling and process control; and
- advances in semiconductor miniaturization require cleaner, particle-free
production environments.
Capitalize on the Trend Towards Increased Outsourcing. We believe that
process tool manufacturers will outsource more of their automation content as
they focus on their core competencies to meet the demands of more sophisticated
processes. We believe semiconductor manufacturers will also outsource their
internal manufacturing software development and integration efforts as more
comprehensive and integrated solutions become available. We plan to capitalize
on these trends by offering a broader range of integrated solutions.
Offer Integrated Tool and Factory Automation Solutions. As fabs become more
expensive, we believe our customers will demand more fully integrated solutions.
We believe fab efficiency is currently impaired by the difficulty of integrating
various point solutions. We believe we can provide more complete and integrated
solutions that address this customer need.
Pursue Strategic Technology Alliances and Acquisitions. We intend to
continue pursuing strategic alliances and acquisitions that complement our
family of products and enable us to deliver a fully integrated, automation
solution.
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We are a Delaware corporation. Our principal offices are located at 15
Elizabeth Drive, Chelmsford, Massachusetts 01824 and our telephone number is
(978) 262-2400. Our corporate website is www.brooks.com. The information on our
website is not incorporated by reference in this prospectus.
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RECENT EVENTS
On February 16, 2000, we signed a non-binding letter of intent relating to
a business combination with a company that is an automation supplier to the
semiconductor manufacturing industry. The letter of intent provides that upon
consummation of the proposed combination we will pay approximately $20.0 million
in the form of shares of our common stock and we will assume approximately $5.0
million in debt. The proposed combination is intended to qualify as a
pooling-of-interests for accounting and financial reporting purposes. The
business combination is subject to the completion of substantial due diligence,
the negotiation and resolution of significant business and legal issues and the
negotiation and completion of a mutually satisfactory agreement among the
parties. We cannot guarantee that this transaction will be completed on
acceptable terms, or be completed at all.
THE OFFERING
Common stock offered by Brooks............ 2,750,000 shares
Common stock offered by the selling
stockholders............................ 500,000 shares
Common stock to be outstanding after the
offering................................ 16,098,842 shares
Use of proceeds........................... For working capital and general
corporate purposes, which may
include leasehold improvements,
equipment purchases, potential
acquisitions and strategic
alliances.
Nasdaq National Market symbol............. BRKS
The number of shares of our common stock to be outstanding immediately
after this offering is based on the number of shares outstanding as of February
4, 2000. It does not include:
- 3,097,693 shares of common stock issuable upon exercise of stock options
outstanding at February 4, 2000, at a weighted average exercise price of
$20.59 per share;
- 574,334 shares of common stock reserved for issuance pursuant to our
employee stock purchase plan; and
- 1,186,388 shares of common stock reserved for issuance pursuant to stock
options not yet granted under all of our stock option plans.
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SUMMARY CONSOLIDATED FINANCIAL DATA
The pro forma as adjusted balance sheet data in the table below give effect
to:
- the sale of 2,750,000 shares of common stock offered by us at the
offering price of $76.00 per share, and the application of the net
proceeds from the sale of the shares, after deducting the
underwriting discount and estimated offering expenses payable by us;
and
- our acquisition of the businesses of Auto-Soft Corporation and
AutoSimulations, Inc. from Daifuku America Corporation in January
2000 for $27.0 million in cash, 535,404 shares of common stock and a
$16.0 million promissory note due on January 5, 2001.
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THREE MONTHS ENDED
FISCAL YEARS ENDED SEPTEMBER 30, DECEMBER 31,
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1997 1998 1999 1998 1999
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................................... $109,427 $100,252 $103,906 $20,052 $50,280
Gross profit................................... 44,117 26,724 46,029 8,565 24,452
Operating expenses
Research and development................... 22,208 25,376 22,425 4,930 7,140
Selling, general and administrative........ 24,905 27,500 31,631 6,041 12,501
Amortization of acquired intangible
assets................................... -- -- 349 -- 795
Acquisition-related and restructuring
costs.................................... -- 3,722 3,120 -- --
Income (loss) from operations.................. (2,996) (29,874) (11,496) (2,406) 4,016
Income (loss) before income taxes.............. (3,702) (27,244) (8,899) (1,728) 4,673
Net income (loss).............................. (4,169) (22,563) (7,884) (1,531) 2,865
Accretion and dividends on preferred stock..... 1,005 1,420 654 225 --
Net income (loss) attributable to common
stockholders................................. (5,174) (23,983) (8,538) (1,756) 2,865
Diluted income (loss) per share................ $ (0.66) $ (2.32) $ (0.76) $ (0.16) $ 0.21
Shares used in computing diluted earnings
(loss) per share............................. 7,880 10,337 11,192 11,087 13,411
SUPPLEMENTAL DATA:
Depreciation and amortization.................. $ 6,496 $ 8,545 $ 10,443 $ 1,771 $ 2,627
Capital expenditures (excluding
acquisitions)................................ $ 7,994 $ 4,575 $ 5,716 $ 1,313 $ 3,346
Net income (loss) before amortization of
acquired intangible assets................... $ (5,174) $(23,983) $ (8,329) $(1,756) $ 3,342
Diluted income (loss) per share before
amortization of acquired intangible assets... $ (0.66) $ (2.32) $ (0.74) $ (0.16) $ 0.25
</TABLE>
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AS OF
DECEMBER 31, 1999
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PRO FORMA
ACTUAL AS ADJUSTED
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BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 61,097 $236,549
Total assets................................................ 183,794 425,159
Long-term debt (including current portion).................. 1,214 18,422
Total stockholders' equity.................................. $145,055 $356,843
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RISK FACTORS
This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus before
deciding to invest in shares of our common stock. While these are the risks and
uncertainties we believe are most important for you to consider, you should know
that they are not the only risks or uncertainties facing us or which may
adversely affect our business. If any of the following risks or uncertainties
actually occur, our business, financial condition and operating results would
likely suffer. In that event, the market price of our common stock could decline
and you could lose all or part of the money you paid to buy our common stock.
RISKS RELATING TO OUR OPERATIONS
The Cyclical Demand of Semiconductor Manufacturers Affects our Operating
Results. Our business is significantly dependent on capital expenditures by
semiconductor manufacturers. The level of semiconductor manufacturers' capital
expenditures is dependent on the current and anticipated market demand for
semiconductors. Demand for semiconductors is cyclical and has historically
experienced periodic downturns. During these downturns, our revenues have
dropped and we have incurred losses. We believe that downturns in the
semiconductor manufacturing industry will occur in the future and will result in
decreased demand for our products. Despite the addition of our factory
automation business in fiscal 1999, our financial results will continue to be
dependent on capital expenditures by semiconductor manufacturers. Downturns in
the semiconductor business, when fewer new facilities are being built, could
harm our financial results as have downturns in the past.
Our Sales Volume Depends on the Sales Volume of our Original Equipment
Manufacturer Customers. We sell a majority of our tool automation products to
original equipment manufacturers who incorporate our products into their
equipment. Therefore, our revenues are directly dependent on the ability of
these customers to develop and market their equipment in a timely,
cost-effective manner.
We Rely on a Small Number of Customers for a Large Portion of our
Revenues. We receive a significant portion of our revenues in each fiscal
period from a limited number of customers. The loss of one or more of these
major customers, or a decrease in orders by one or more customers, would
adversely affect our business. Sales to our ten largest customers accounted for
56% of total revenues in the three months ended December 31, 1999 and 63% of
total revenues in fiscal 1999. Sales to Lam Research Corporation, our largest
customer, accounted for approximately 14% of total revenues in the three months
ended December 31, 1999 and 15% of our total revenues in fiscal 1999.
Delays in Shipment of a Few of our Large Orders Could Substantially
Decrease our Revenues. Historically, a substantial portion of our quarterly and
annual revenues came from sales of a small number of large orders. These orders
consist of products with high selling prices compared to our other products. As
a result, the timing of the recognition of revenue from one of these large
orders can have a significant impact on our total revenues and operating results
for a particular period. Our operating results could be harmed if even a small
number of large orders are canceled or rescheduled by customers or cannot be
filled due to delays in manufacturing, testing, shipping or product acceptance.
We Have Significant Fixed Costs which Are Not Easily Reduced if Revenues
Fall Below Expectations. Our expense levels are based in part on our future
revenue expectations. Many of our expenses, particularly those relating to
capital equipment and manufacturing overhead, are relatively fixed. If we do not
meet our sales goals we may be unable to rapidly reduce these fixed costs. Our
ability to reduce expenses is further constrained because we must continue to
invest in research and development to maintain our competitive position and to
maintain service and support for our existing global customer base. Accordingly,
if we suffer an unexpected downturn in revenue, our inability to reduce fixed
costs rapidly could increase the adverse impact on our results of operations.
Our Lengthy Sales Cycle Requires us to Incur Significant Expenses with No
Assurance that we Will Generate Revenue. Our tool automation products are
generally incorporated into original equipment manufacturer equipment at the
design stage. To obtain new business from our original equipment
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manufacturer customers, we must develop products for selection by a potential
customer at the design stage. This often requires us to make significant
expenditures without any assurance of success. The original equipment
manufacturer's design decisions often precede the generation of volume sales, if
any, by a year or more. We also must complete successfully a lengthy evaluation
period before we can achieve volume sales of our manufacturing execution system
software and process optimization software to our factory automation customers.
We cannot guarantee that we will continue to achieve design wins or satisfy
evaluations by our factory automation customers of our software. We cannot
guarantee that the equipment manufactured by our original equipment
manufacturing customers will be commercially successful. If we or our original
equipment manufacturing customers fail to develop and introduce new products
successfully and in a timely manner, our business and financial results will
suffer.
Our International Business Operations Expose us to a Number of Difficulties
in Coordinating our Activities Abroad and in Dealing with Multiple Regulatory
Environments. Approximately 52% of our total revenues in the three months ended
December 31, 1999 and 41% of our total revenues in fiscal 1999 were derived from
customers located outside North America. We anticipate that international sales
will continue to account for a significant portion of our revenues. Our vendors
are located in several different foreign countries. As a result of our
international business operations, we are subject to various risks, including:
- difficulties in staffing and managing operations in multiple locations in
many countries;
- challenges presented by collecting trade accounts receivable in foreign
jurisdictions;
- possible adverse tax consequences;
- governmental currency controls;
- changes in various regulatory requirements;
- political and economic changes and disruptions; and
- export/import controls and tariff regulations.
To support our international customers, we maintain locations in several
countries, including Japan, South Korea, Germany, United Kingdom, Malaysia,
Taiwan, Singapore and Canada. We cannot guarantee that we will be able to manage
these operations effectively. We cannot assure you that our investment in these
international operations will enable us to compete successfully in international
markets or to meet the service and support needs of our customers, some of whom
are located in countries where we have no infrastructure.
Although our international sales are primarily denominated in U.S. dollars,
changes in currency exchange rates can make it more difficult for us to compete
with foreign manufacturers on price. If our international sales increase
relative to our total revenues, these factors could have a more pronounced
effect on our operating results.
We Must Continually Improve our Technology to Remain Competitive.
Technology changes rapidly in the semiconductor, data storage and flat panel
display manufacturing industries. We believe our success will depend upon our
ability to enhance our existing products and to develop and market new products
to meet customer needs. We cannot guarantee that we will identify and adjust to
changing market conditions or succeed in introducing commercially rewarding
products or product enhancements. The success of our product development and
introduction depends on a number of factors, including:
- accurately identifying and defining new products;
- completing and introducing new product designs in a timely manner;
- market acceptance of our products and our customers' products; and
- determining a comprehensive, integrated product strategy.
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We Face Significant Competition which Could Result in Decreased Demand for
our Products or Services. The markets for our products are intensely
competitive and we may not be able to compete successfully. We believe that our
primary competition in the tool automation market is from integrated original
equipment manufacturers that satisfy their semiconductor and flat panel display
handling needs themselves rather than by purchasing systems or modules from an
independent supplier like us. Many of these original equipment manufacturers
have substantially greater resources than we do. Applied Materials, Inc., the
leading process equipment original equipment manufacturer, develops and
manufactures its own central wafer handling systems and modules. We may not be
successful in selling our products to original equipment manufacturers that
currently satisfy their wafer or substrate handling needs themselves, regardless
of the performance or the price of our products. Moreover, integrated original
equipment manufacturers may begin to commercialize their handling capabilities
and become our competitors.
We believe that the primary competitive factors in the end-user
semiconductor manufacturer market for factory automation software and process
control software are product functionality, price/performance, ease of use,
hardware and software platform compatibility, vendor reputation and financial
stability. The relative importance of these competitive factors may change over
time. We directly compete in this market with various competitors, including
Applied Materials-Consilium, PRI-Promis, IBM-Poseidon and numerous small,
independent software companies. We also compete with the in-house software
staffs of semiconductor manufacturers like NEC. Most of those manufacturers have
substantially greater resources than us.
We believe that the primary competitive factors in the factory interface
market are technical and technological capabilities, reliability,
price/performance, ease of integration and global sales and support capability.
In this market, we compete directly with Asyst, Fortrend, Kensington and Rorze.
Some of these competitors have substantial financial resources and extensive
engineering, manufacturing and marketing capabilities.
We believe our sale of products for the flat panel display process
equipment market is heavily dependent upon our penetration of the Japanese
market. In addressing the Japanese markets, we may be at a competitive
disadvantage to Japanese suppliers that, historically, have been the supplier of
choice to these markets.
Much of our Success and Value Lies in our Ownership and Use of Intellectual
Property and our Failure to Protect that Property Could Adversely Affect our
Future Growth. Our ability to compete is heavily affected by our ability to
protect our intellectual property. We rely primarily on trade secret laws,
confidentiality procedures, patents, copyrights, trademarks and licensing
arrangements to protect our intellectual property. The steps we have taken to
protect our technology may be inadequate. Existing trade secret, trademark and
copyright laws offer only limited protection. Our patents could be invalidated
or circumvented. The laws of certain foreign countries in which our products are
or may be developed, manufactured or sold may not fully protect our products or
intellectual property rights. This may make the possibility of piracy of our
technology and products more likely. We cannot guarantee that the steps we have
taken to protect our intellectual property will be adequate to prevent
misappropriation of our technology. There has been substantial litigation
regarding patent and other intellectual property rights in semiconductor-related
industries. We may engage in litigation to:
- enforce our patents;
- protect our trade secrets or know-how;
- defend ourselves against claims we infringe the rights of others; or
- determine the scope and validity of the patents or intellectual property
rights of others.
Any litigation could result in substantial cost to us and divert the
attention of our management, which could harm our operating results.
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Our Operations Could Infringe on the Intellectual Property Rights of
Others. Particular aspects of our technology could be found to infringe on the
intellectual property rights or patents of others. Other companies may hold or
obtain patents on inventions or may otherwise claim proprietary rights to
technology necessary to our business. We cannot predict the extent to which we
may be required to seek licenses or alter our products so that they no longer
infringe the rights of others. We cannot guarantee that the terms of any
licenses we may be required to seek will be reasonable. Similarly, changing our
products or processes to avoid infringing the rights of others may be costly or
impractical or could detract from the value of our products.
Our Business May be Harmed by Infringement Claims of General Signal or
Applied Materials. We received notice from General Signal Corporation alleging
infringements of its patent rights by certain of our products. The notification
advised us that General Signal was attempting to enforce its rights to those
patents in litigation against Applied Materials, and that, at the conclusion of
that litigation, General Signal intended to enforce its rights against us and
others. According to a press release issued by Applied Materials in November
1997, Applied Materials settled its litigation with General Signal by acquiring
ownership of five General Signal patents. Although not verified by us, these
five patents would appear to be the patents referred to by General Signal in its
prior notice to us. Applied Materials has not contacted us regarding these
patents.
We do not Have Long-Term Contracts with our Customers and our Customers May
Cease Purchasing our Products at Any Time. We generally do not have long-term
contracts with our customers. As a result, our agreements with our customers do
not provide any assurance of future sales. Accordingly:
- our customers can cease purchasing our products at any time without
penalty;
- our customers are free to purchase products from our competitors;
- we are exposed to competitive price pressure on each order; and
- our customers are not required to make minimum purchases.
Year 2000 Readiness; Year 2000 Problems Could Disrupt our Business. The
year 2000 problem is the potential for system and processing failure of
date-related data as the result of computer-controlled systems using two digits
rather than four digits to define the applicable year. This could result in
system failure or miscalculations causing disruptions of operations, including,
among other things, temporary inability to process transactions, send invoices,
or engage in similar normal business activities. Problems associated with the
year 2000 may not become apparent until some time after January 2000.
We have evaluated our internal software and products for year 2000
problems. We believe that our products and business will not be substantially
affected by the year 2000 problem and that we have no significant exposure to
liabilities related to the year 2000 problem for the products that we have sold.
We have also communicated with others, including suppliers and customers whose
computer systems' functionality could directly impact our operations.
Although we believe our planning efforts are adequate to address our year
2000 concerns, undetected year 2000 problems may cause us to experience negative
consequences or significant costs. We cannot be sure that our suppliers,
customers or businesses that we may acquire will not experience similar
consequences or costs. Such consequences or costs could adversely affect our
business.
RISKS RELATING TO OUR GROWTH
Rapid Growth is Straining our Operations and Requiring us to Incur Costs to
Upgrade our Infrastructure. During the last two quarters, we have experienced
extremely rapid growth in our operations, the number of our employees, our
product offerings and the geographic area of our operations. Our growth places a
significant strain on our management, operations and financial systems. Our
future operating results will be dependent in part on our ability to continue to
implement and improve our operating and financial controls and management
information systems. If we fail to manage our growth effectively, our financial
condition, results of operations and business could be materially adversely
affected.
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Our Operating Results Would be Harmed if One of our Key Suppliers Fails to
Deliver Components for our Products. We currently procure many of our
components on an as needed, purchase order basis. We do not carry significant
inventories or have any long-term supply contracts with our vendors. With the
recent increased demand for semiconductor manufacturing equipment, our suppliers
are facing significant challenges in providing components on a timely basis. Our
inability to obtain components in required quantities or of acceptable quality
could result in significant delays or reductions in product shipments. This
would materially and adversely affect our operating results.
Our Business Could be Harmed if we Fail to Adequately Integrate the
Operations of our Acquisitions. Our management must devote substantial time and
resources to the integration of the operations of our acquired businesses with
our business and with each other. If we fail to accomplish this integration
efficiently, we may not realize the anticipated benefits of our acquisitions.
The process of integrating supply and distribution channels, research and
development initiatives, computer and accounting systems and other aspects of
the operation of our acquired businesses, presents a significant challenge to
our management. This is compounded by the challenge of simultaneously managing a
larger entity. We have completed a number of acquisitions in a short period of
time. These businesses have operations and personnel located in Asia, Europe and
the United States and present a number of additional difficulties of
integration, including:
- difficulties in the assimilation of products and designs into integrated
solutions;
- difficulties in informing customers, suppliers and distributors of the
effects of the acquisitions and integrating them into our overall
operations;
- difficulties integrating personnel with disparate business backgrounds
and cultures;
- difficulties in defining and executing a comprehensive product strategy;
- difficulties in managing geographically remote units;
- difficulties associated with managing the risks of entering markets or
types of businesses in which we have limited or no direct experience; and
- difficulties in minimizing the loss of key employees of the acquired
businesses.
If we delay integrating or fail to integrate an acquired business or
experience other unforeseen difficulties, the integration process may require a
disproportionate amount of our management's attention and financial and other
resources. Our failure to adequately address these difficulties could harm our
business and financial results.
Our Business May be Harmed by Acquisitions we Complete in the Future. We
plan to continue to pursue additional acquisitions of related businesses. Our
identification of suitable acquisition candidates involves risks inherent in
assessing the values, strengths, weaknesses, risks and profitability of
acquisition candidates, including the effects of the possible acquisition on our
business, diversion of our management's attention and risks associated with
unanticipated problems or latent liabilities. If we are successful in pursuing
future acquisitions, we will be required to expend significant funds, incur
additional debt or issue additional securities, which may negatively affect our
results of operations and be dilutive to our stockholders. If we spend
significant funds or incur additional debt, our ability to obtain financing for
working capital or other purposes could decline and we may be more vulnerable to
economic downturns and competitive pressures. We cannot guarantee that we will
be able to finance additional acquisitions or that we will realize any
anticipated benefits from acquisitions that we complete. Should we successfully
acquire another business, the process of integrating acquired operations into
our existing operations may result in unforeseen operating difficulties and may
require significant financial resources that would otherwise be available for
the ongoing development or expansion of our existing business.
12
<PAGE> 15
We May not be Able to Recruit and Retain Necessary Personnel Because of
Intense Competition for Highly Skilled Personnel. We need to hire and retain
substantial numbers of employees with technical backgrounds for both our
hardware and software engineering and support staffs. The market for these
employees is intensively competitive, and we have occasionally experienced
delays in hiring these personnel. Due to the cyclical nature of the demand for
our products, we have had to reduce our workforce and then rebuild our workforce
as our business has gone through downturns followed by upturns. We currently
need to hire a number of highly skilled employees, especially in manufacturing,
to meet customer demand. Due to the competitive nature of the labor markets in
which we operate, this type of employment cycle increases our risk of not being
able to retain and recruit key personnel. Our inability to recruit, retain and
train adequate numbers of qualified personnel on a timely basis could adversely
affect our ability to develop, manufacture, install and support our products.
RISKS RELATING TO OUR COMMON STOCK
Our Operating Results Fluctuate Significantly, which Could Negatively
Impact our Business and our Stock Price. Our margins, revenues and other
operating results can fluctuate significantly from quarter to quarter depending
upon a variety of factors, including:
- the level of demand for semiconductors in general;
- cycles in the market for semiconductor manufacturing equipment and
automation software;
- the timing and size of orders from our customer base;
- our ability to manufacture, test and deliver products in a timely and
cost-effective manner;
- our success in winning competitions for orders;
- the timing of our new product announcements and releases and those of our
competitors;
- the mix of products sold by us;
- competitive pricing pressures; and
- the level of automation required in fab extensions, upgrades and new
facilities.
We entered into the factory automation software business in fiscal 1999. We
believe a substantial portion of our revenues from this business will be
dependent on achieving project milestones. As a result, our revenue from this
business will be subject to fluctuations depending upon a number of factors,
including whether we can achieve project milestones on a timely basis, if at
all, as well as the timing and size of projects.
The Volatility of our Stock Price Could Adversely Affect an Investment in
our Stock. The market price of our common stock has fluctuated widely. For
example, between August 25, 1999 and August 31, 1999, the price of our common
stock dropped from approximately $25.13 to $21.75 per share. Between January 4,
2000 and February 11, 2000, the price of our common stock rose from
approximately $30.63 to $67.75 per share. Consequently, the current market price
of our common stock may not be indicative of future market prices, and we may
not be able to sustain or increase the value of an investment in our common
stock. Factors affecting our stock price may include:
- variations in operating results from quarter to quarter;
- changes in earnings estimates by analysts or our failure to meet
analysts' expectations;
- changes in the market price per share of our public company customers;
- market conditions in the industry;
- general economic conditions;
- low trading volume of our common stock; and
- the number of firms making a market in our common stock.
13
<PAGE> 16
In addition, the stock market has recently experienced extreme price and
volume fluctuations. These fluctuations have particularly affected the market
prices of the securities of high technology companies like us. These market
fluctuations could adversely affect the market price of our common stock.
Because a Limited Number of Stockholders, Including a Member of our
Management Team, Own a Substantial Number of our Shares and are Parties to
Voting Agreements, Decisions May be Made by them that are Detrimental to your
Interests. By virtue of their stock ownership and voting agreements, Robert J.
Therrien, our president and chief executive officer, Jenoptik A.G. and Daifuku
America Corporation have the power to significantly influence our affairs and
are able to influence the outcome of matters required to be submitted to
stockholders for approval, including the election of our directors, amendments
of our certificate of incorporation, mergers, sales of assets and other
acquisitions or sales. We cannot assure you that these stockholders will not
exercise their influence over us in a manner detrimental to your interests. Upon
completion of this offering, Mr. Therrien will hold approximately 5.3% of our
common stock, M+W Zander Holding GmbH, a subsidiary of Jenoptik, will hold
approximately 5.4% of our common stock and Daifuku America Corporation, the U.S.
affiliate of Daifuku Co. Ltd. of Japan, will hold approximately 2.4% of our
common stock. Collectively, these stockholders will hold approximately 13.1% of
our outstanding common stock. On September 30, 1999 we entered into a
stockholder agreement with Mr. Therrien, M+W and Jenoptik. Under this agreement,
until M+W no longer holds all of the shares received from us when we acquired
the Infab Division from Jenoptik or until September 30, 2004, whichever occurs
first, we agree to nominate a reasonably acceptable Jenoptik designee to our
board of directors in each election of our directors. Mr. Therrien agreed to
vote all his shares in favor of Jenoptik's nominee. Jenoptik agreed to vote in
favor of the other candidates to our board of directors that are nominated by
our existing board. Jenoptik also agreed to vote for other matters in the same
proportion as the votes cast by the other holders of our common stock. On
January 6, 2000, in connection with our acquisition of Auto-Soft Corporation and
AutoSimulations, Inc. from Daifuku America Corporation, we entered into a
stockholder agreement with Daifuku America Corporation and Daifuku Co., Ltd.
Under the stockholder agreement, Daifuku agreed to vote all of its shares of our
common stock at each meeting of our stockholders in accordance with the
recommendation of our board of directors.
Provisions of our Certificate of Incorporation, Bylaws and Contracts May
Discourage Takeover Offers and May Limit the Price Investors Would be Willing to
Pay for our Common Stock. Our certificate of incorporation and bylaws contain
provisions that may make an acquisition of us more difficult and discourage
changes in our management. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock.
In addition, we have adopted a rights plan. In many potential takeover
situations, rights issued under the plan become exercisable to purchase our
common stock at a price substantially discounted from the then applicable market
price of our common stock. Because of its possible dilutive effect to a
potential acquiror, the rights plan would generally discourage third parties
from proposing a merger with or initiating a tender offer for us that is not
approved by our board of directors. Accordingly, the rights plan could have an
adverse impact on our stockholders who might want to vote in favor of the merger
or participate in the tender offer. In addition, shares of our preferred stock
may be issued upon terms the board of directors deems appropriate without
stockholder approval. Our ability to issue preferred stock in such a manner
could enable our board of directors to prevent changes in our management or
control.
14
<PAGE> 17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the Securities and
Exchange Commission which we have referenced on page 26 contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933.
These statements involve known and unknown risks, uncertainties and other
factors which may cause our or our industry's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to statements regarding:
- market acceptance of new products;
- competition in the industry;
- the ability to satisfy demand for our products;
- exchange rate fluctuations;
- the availability of debt and equity financing;
- the development of new competitive technologies;
- the availability of key components for our products;
- future acquisitions;
- the availability of qualified personnel;
- international, national, regional and local economic and political
changes;
- general economic conditions; and
- trends affecting the semiconductor industry, our financial conditions or
results of operations.
In some cases, you can identify forward-looking statements by terms such as
"may," will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "potential" and similar
expressions intended to identify forward-looking statements. These statements
reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. We
discuss many of these risks in greater detail under the heading "Risk Factors."
Also, these forward-looking statements represent our estimates and assumptions
only as of the date of this prospectus.
You should read this prospectus and the documents that we incorporate by
reference in this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect. We may
not update these forward-looking statements, even though our situation may
change in the future. We qualify all of our forward-looking statements by these
cautionary statements.
15
<PAGE> 18
PRICE RANGE OF COMMON STOCK
Our common stock is traded on the Nasdaq National Market under the symbol
"BRKS." The following table sets forth, for the periods indicated, the high and
low sales prices per share of our common stock, as reported by the Nasdaq
National Market:
<TABLE>
<CAPTION>
PRICE RANGE
----------------
HIGH LOW
------ ------
<S> <C> <C>
CALENDAR YEAR 1998:
First Quarter.............................................. $19.25 $13.00
Second Quarter............................................. 17.50 11.38
Third Quarter.............................................. 13.25 8.13
Fourth Quarter............................................. 17.44 8.25
CALENDAR YEAR 1999:
First Quarter.............................................. $26.38 $14.50
Second Quarter............................................. 28.38 16.75
Third Quarter.............................................. 30.63 17.38
Fourth Quarter............................................. 34.25 16.69
CALENDAR YEAR 2000:
First Quarter (through March 7, 2000)...................... $83.25 $29.75
</TABLE>
On March 7, 2000, the closing price reported on the Nasdaq National Market
for our common stock was $78.63 per share. On February 10, 2000 there were
approximately 294 holders of record of our common stock.
DIVIDEND POLICY
Other than dividends paid by one of our subsidiaries prior to its
acquisition by us, we have never paid or declared any cash dividends on our
capital stock and do not plan to pay any cash dividends in the foreseeable
future. Our current policy is to retain all of our earnings to finance future
growth. Our lending arrangement prohibits the payment of dividends without the
prior approval of our lender.
USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of the 2,750,000
shares of common stock we are offering will be approximately $197.1 million. If
the underwriters fully exercise the over-allotment option, the net proceeds to
us will be approximately $220.1 million. "Net proceeds" is what we expect to
receive based on the public offering price of $76.00 per share and after we pay
the underwriting discount and other estimated expenses for this offering. We
will not receive any portion of the proceeds from the sale of shares of common
stock by the selling stockholders.
We expect to use the net proceeds for general corporate purposes, including
working capital, leasehold improvements and capital equipment. We may also use a
portion of the net proceeds to acquire additional businesses, products and
technologies, or to establish strategic alliances that we believe will
complement our current or future business. We have entered into a letter of
intent to acquire a software business for approximately $300,000 in cash,
$300,000 in the form of shares of our common stock and an ongoing royalty
payment upon achievement of milestones. Although we are in discussions regarding
other potential strategic acquisitions, as of the date of this prospectus we do
not have any other agreements or commitments to enter into any acquisitions,
except as disclosed under the section entitled "Recent Events," and we have not
allocated a specific amount of the net proceeds for strategic acquisitions.
We will retain broad discretion in the allocation of the net proceeds of
this offering. Pending the uses described above, we intend to invest the net
proceeds of this offering in short-term interest-bearing securities. We cannot
predict whether the proceeds will be invested to yield a favorable return.
16
<PAGE> 19
CAPITALIZATION
The following table presents our capitalization as of December 31, 1999:
- on an actual basis;
- on a pro forma basis to reflect our acquisition of the businesses of
Auto-Soft Corporation and AutoSimulations, Inc. from Daifuku America
Corporation in January 2000 for $27.0 million in cash, 535,404 shares of
common stock and a $16.0 million promissory note due on January 5, 2001;
and
- on a pro forma as adjusted basis to reflect the acquisition and the sale
of 2,750,000 shares of common stock we are offering with this prospectus
at the offering price of $76.00 per share, and the application of the
proceeds, net of the underwriting discount and our estimated expenses.
This table should be read together with our consolidated financial
statements and the notes to those financial statements that are incorporated by
reference and which we have referenced on page 26.
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999
----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............................. $ 61,097 $ 39,488 $236,549
======== ======== ========
Long-term debt and capital lease obligations
(including current portion)......................... $ 1,214 $ 18,422 $ 18,422
-------- -------- --------
Stockholders' equity:
Common stock........................................ 128 133 161
Additional paid-in capital.......................... 168,982 183,704 380,737
Deferred compensation............................... (58) (58) (58)
Accumulated other comprehensive loss................ (1,210) (1,210) (1,210)
Accumulated deficit................................. (22,787) (22,787) (22,787)
-------- -------- --------
Total stockholders' equity..................... 145,055 159,782 356,843
-------- -------- --------
Total capitalization...................... $146,269 $178,204 $375,265
======== ======== ========
</TABLE>
The total number of shares of outstanding common stock, as adjusted for
this offering, excludes:
- 3,097,693 shares of common stock issuable upon exercise of stock options
outstanding at February 4, 2000, at a weighted average exercise price of
$20.59 per share;
- 574,334 shares of common stock reserved for issuance pursuant to our
employee stock purchase plan (includes an increase of 500,000 shares
approved by our stockholders on February 24, 2000); and
- 1,186,388 shares of common stock reserved for issuance pursuant to stock
options not yet granted under all of our stock option plans (includes an
increase of 1,000,000 shares relating to the establishment of a new
option plan approved by our stockholders on February 24, 2000).
17
<PAGE> 20
DILUTION
Our net tangible book value as of December 31, 1999 was approximately
$133.4 million, or $10.44 per share. Net tangible book value per share
represents the amount of our total tangible assets less total liabilities
divided by the total number of shares of common stock outstanding. After giving
effect to: (1) the sale by us of 2,750,000 shares of common stock offered by
this prospectus at the offering price of $76.00 per share and after deducting
the underwriting discount and estimated offering expenses; and (2) our
acquisition of the businesses of Auto-Soft Corporation and AutoSimulations, Inc.
from Daifuku America Corporation in January 2000 for $27.0 million in cash,
535,404 shares of common stock and a $16.0 million promissory note due on
January 5, 2001, our pro forma net tangible book value at December 31, 1999
would have been approximately $296.5 million, or $18.46 per share. This
represents an immediate increase in net tangible book value of $8.02 per share
to existing stockholders and an immediate dilution of $57.54 per share to new
investors in this offering, as illustrated by the following table:
<TABLE>
<S> <C> <C>
Public offering price per share............................ $76.00
Net tangible book value per share before the offering.... $10.44
Increase per share attributable to new investors......... $ 8.02
------
Pro forma net tangible book value per share after the
offering................................................. $18.46
------
Pro forma net tangible book value dilution per share to new
investors................................................ $57.54
======
</TABLE>
This discussion of dilution, and the table quantifying it, assume no
exercise of any outstanding stock options. The exercise of stock options
outstanding under our stock option plans having an exercise price less than the
offering price would increase the dilutive effect to new investors.
18
<PAGE> 21
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected historical consolidated financial data have been
derived from our historical consolidated financial statements including our
notes, and should be read in conjunction with these consolidated financial
statements and notes. Our historical consolidated financial statements as of
September 30, 1998 and 1999 and for the three years in the period ended
September 30, 1999 were audited by PricewaterhouseCoopers LLP, independent
public accountants and are incorporated herein by reference. See "Where You Can
Find More Information" on page 26. Our historical financial data as of and for
the interim periods presented below have been prepared on the same basis as that
derived from historical financial statements prepared on an annual basis and, in
the opinion of our management, include all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of our financial
position and result of our operations as of these dates and for these periods.
The results of the interim periods are not necessarily indicative of the results
to be expected for future periods.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEARS ENDED SEPTEMBER 30, DECEMBER 31,
--------------------------------------------------- -----------------
1995 1996 1997 1998 1999 1998 1999
------- -------- -------- -------- -------- ------- -------
STATEMENT OF OPERATIONS DATA: (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............................................. $68,488 $112,730 $109,427 $100,252 $103,906 $20,052 $50,280
Cost of revenues.................................... 34,084 57,961 65,310 73,528 57,877 11,487 25,828
------- -------- -------- -------- -------- ------- -------
Gross profit......................................... 34,404 54,769 44,117 26,724 46,029 8,565 24,452
------- -------- -------- -------- -------- ------- -------
Operating expenses
Research and development............................ 12,617 20,315 22,208 25,376 22,425 4,930 7,140
Selling, general and administrative................. 15,475 23,798 24,905 27,500 31,631 6,041 12,501
Amortization of acquired intangible assets.......... -- -- -- -- 349 -- 795
Acquisition-related and restructuring costs......... -- 230 -- 3,722 3,120 -- --
------- -------- -------- -------- -------- ------- -------
Total operating expenses.......................... 28,092 44,343 47,113 56,598 57,525 10,971 20,436
------- -------- -------- -------- -------- ------- -------
Income (loss) from operations........................ 6,312 10,426 (2,996) (29,874) (11,496) (2,406) 4,016
Interest income...................................... 637 435 234 3,629 3,150 771 643
Interest expense..................................... 529 471 940 999 368 75 38
Other income (expense)............................... -- -- -- -- (225) (18) (41)
------- -------- -------- -------- -------- ------- -------
Income (loss) before income taxes and minority
interests........................................... 6,420 10,390 (3,702) (27,244) (8,939) (1,728) 4,580
------- -------- -------- -------- -------- ------- -------
Income tax provision (benefit)....................... 1,705 3,920 467 (4,681) (1,015) (197) 1,808
------- -------- -------- -------- -------- ------- -------
Income (loss) before minority interests.............. 4,715 6,470 (4,169) (22,563) (7,924) (1,531) 2,772
Minority interests in loss of consolidated
subsidiary.......................................... -- -- -- -- (40) -- (93)
------- -------- -------- -------- -------- ------- -------
Net income (loss).................................... 4,715 6,470 (4,169) (22,563) (7,884) (1,531) 2,865
======= ======== ======== ======== ======== ======= =======
Accretion and dividends on preferred stock........... (521) (521) (1,005) (1,420) (654) (225) --
------- -------- -------- -------- -------- ------- -------
Net income (loss) attributable to common
stockholders........................................ $ 4,194 $ 5,949 $ (5,174) $(23,983) $ (8,538) $(1,756) $ 2,865
======= ======== ======== ======== ======== ======= =======
Income (loss) per share attributable to common
stockholders
Basic............................................... $ 0.69 $ 0.77 $ (0.66) $ (2.32) $ (0.76) $ (0.16) $ 0.22
Diluted............................................. $ 0.55 $ 0.65 $ (0.66) $ (2.32) $ (0.76) $ (0.16) $ 0.21
Shares used in computing income (loss) per share
Basic............................................... 6,118 7,681 7,880 10,337 11,192 11,087 12,769
Diluted............................................. 7,685 9,161 7,880 10,337 11,192 11,087 13,411
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
---------------------------------------------------- AS OF
1995 1996 1997 1998 1999 DECEMBER 31, 1999
------- ------- -------- -------- -------- -----------------
BALANCE SHEET DATA: (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents.......................... $17,637 $ 6,653 $ 77,333 $ 69,479 $ 66,366 $ 61,097
Total assets....................................... 66,379 80,693 166,292 145,321 177,145 183,794
Long-term debt (including current portion)......... 2,785 3,900 3,427 3,849 1,338 1,214
Total stockholders' equity......................... $38,883 $47,904 $128,797 $118,634 $142,146 $145,055
</TABLE>
Revenues in the statement of operations data table above include revenues from a
related party of $10.5 million, $19.1 million, $18.2 million, $15.9 million and
$15.3 million in fiscal 1995, 1996, 1997, 1998 and 1999, respectively, and
$738,000 and $7.0 million for the quarters ended December 31, 1998 and 1999,
respectively.
19
<PAGE> 22
PRINCIPAL AND SELLING STOCKHOLDERS
The following table provides information known to us regarding the
beneficial ownership of our common stock as of February 4, 2000, and as adjusted
to reflect the sale of common stock offered by this prospectus, for each of the
following:
- each selling stockholder;
- each of our named executive officers in the Summary Compensation Table
contained in the Proxy Statement for Annual Meeting of the Stockholders
to be held on February 24, 2000;
- each of our directors;
- all named executive officers and directors as a group; and
- each person who beneficially owns more than 5% of our common stock.
Unless otherwise indicated, to our knowledge, each person identified
possesses sole voting and investment power with respect to the shares listed
except to the extent shared by such person's spouse under applicable law.
We have granted the underwriters an option to purchase a maximum of 320,500
additional shares to cover over-allotments of shares. Some of the selling
stockholders have granted the underwriters an option to purchase a maximum of
167,000 additional shares to cover over-allotments of shares. If the
underwriters exercise their over-allotment option, the underwriters will
purchase the first 100,000 shares from Daifuku America Corporation. If the
underwriters purchase more than 100,000 shares under their over-allotment
option, the underwriters will purchase the additional shares pro rata from us
and some of the selling stockholders, as described in the table below. The
numbers shown in the table below assume no exercise by the underwriters of their
over-allotment option.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock which that person
could purchase by exercising outstanding stock options, warrants or other rights
prior to April 4, 2000 are deemed outstanding. These shares, however, are not
deemed outstanding for the purposes of computing the percentage ownership of any
other person.
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
PRIOR TO OFFERING(1) AFTER OFFERING
-------------------- --------------------
NAME NUMBER PERCENT SHARES OFFERED NUMBER PERCENT
- ---- --------- ------- -------------- --------- -------
<S> <C> <C> <C> <C> <C>
Robert J. Therrien(2)(13)............ 1,299,864 9.6% 255,000 1,044,864 6.4%
Director, Chief Executive Officer
and President
Lynda M. Avallone.................... 5,235 * 2,500 2,735 *
Vice President and Corporate
Treasurer
David R. Beaulieu(3)................. 19,304 * 5,000 14,304 *
Vice President and General Manager,
Vacuum Business Unit
Steven E. Hebert..................... 5,143 * 2,500 2,643 *
Corporate Controller
James A Pelusi(4).................... 41,756 * 9,000 32,756 *
Senior Vice President, Factory
Automation Division
Michael W. Pippins(5)................ 85,478 * 33,000 52,478 *
Vice President, Global Operations
and Business Development
Ellen B. Richstone(6)................ 15,799 * 7,000 8,799 *
Senior Vice President Finance and
Administration and Chief Financial
Officer
</TABLE>
20
<PAGE> 23
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
PRIOR TO OFFERING(1) AFTER OFFERING
-------------------- --------------------
NAME NUMBER PERCENT SHARES OFFERED NUMBER PERCENT
- ---- --------- ------- -------------- --------- -------
<S> <C> <C> <C> <C> <C>
Michael F. Werner(7)................. 84,600 * 36,000 48,600 *
Senior Vice President, Operations
Amin J. Khoury(8).................... 10,000 * -- 10,000 *
Director
Roger D. Emerick(9).................. 25,000 * -- 25,000 *
Director
Juergen Giessmann(10)................ -- -- -- -- --
Director
All directors and executive officers
as a group (12 persons)(2)(3)(4)(5)
(6)(7)(8)(9)(10)................... 1,613,612 11.8% 350,000 1,263,612 7.7%
Daifuku America Corporation (11)..... 535,404 4.0% 150,000 385,404 2.4%
6700 Tussing Road
Reynoldsburg, Ohio 43068
Kopp Investment Advisors, Inc.(12)... 1,296,139 9.7% -- 1,296,139 8.1%
7701 France Avenue South, Suite 500
Edina, Minnesota 55435
M+W Zander Holding GmbH (13)......... 868,572 6.5% -- 868,572 5.4%
Lotterbergstrasse 30
70499 Stuttgart
Germany
</TABLE>
- ---------------
* Less than one percent of outstanding common stock.
(1) The number of shares of common stock deemed outstanding on February 4, 2000
with respect to a person or group includes (a) 13,348,842 shares of common
stock outstanding on such date and (b) all options that are currently
exercisable or will become exercisable prior to April 4, 2000 by such
person or group.
(2) Includes 183,850 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000. Excludes shares held by certain
children and grandchildren of Mr. Therrien, as to which he disclaims
beneficial ownership. Mr. Therrien has granted the underwriters an option
to purchase a maximum of 45,000 additional shares to cover over-allotments.
(3) Includes 12,000 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000. Mr. Beaulieu has granted the
underwriters an option to purchase a maximum of 1,000 additional shares to
cover over-allotments.
(4) Includes 15,340 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000. Mr. Pelusi has granted the underwriters
an option to purchase a maximum of 11,000 additional shares to cover
over-allotments.
(5) Includes 49,118 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000. Mr. Pippins has granted the
underwriters an option to purchase a maximum of 5,000 additional shares to
cover over-allotments.
(6) Includes 7,453 shares issuable pursuant to stock options exercisable within
60 days of February 4, 2000. Ms. Richstone has granted the underwriters an
option to purchase a maximum of 1,000 additional shares to cover
over-allotments.
(7) Includes 43,350 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000. Mr. Werner has granted the underwriters
an option to purchase a maximum of 4,000 additional shares to cover
over-allotments.
(8) Consists of 10,000 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000.
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(9) Includes 16,000 shares issuable pursuant to stock options exercisable
within 60 days of February 4, 2000.
(10) Excludes 868,572 shares held by M+W Zander Holding GmbH, as to which Mr.
Giessmann disclaims beneficial ownership. Mr. Giessmann is one of four
managing directors of M+W.
(11) Includes 267,702 shares held in escrow to satisfy indemnification claims we
may make in connection with our acquisition of two of Daifuku's
subsidiaries. Voting of shares is subject to a Stockholder Agreement dated
January 6, 2000 among the Company, Daifuku America Corporation and Daifuku
Co., Ltd. pursuant to which Daifuku agreed to vote all of its shares in
accordance with the recommendation of our board of directors. Daifuku has
granted the underwriters an option to purchase a maximum of 100,000
additional shares to cover over-allotments.
(12) Kopp Investment Advisors, Inc. filed an amended Schedule 13G with the
Securities and Exchange Commission in February 2000 on behalf of itself,
Kopp Holding Company and LeRoy C. Kopp indicating beneficial ownership of
this amount. Of this amount, Kopp Investment Advisors, Inc. has sole voting
power with respect to 723,000 shares and LeRoy C. Kopp has sole voting
power with respect to 78,000 shares.
(13) Voting of shares is subject to a Stockholder Agreement dated September 30,
1999 among the Company, Robert J. Therrien in his capacity as a stockholder
of the Company, M+W and Jenoptik AG, M+W's parent, pursuant to which we
agreed to nominate a reasonably acceptable candidate of Jenoptik to our
board of directors at each election, Mr. Therrien agreed to vote all his
shares in favor of Jenoptik's candidate, and Jenoptik agreed to vote all of
its shares in favor of the nominees of our existing board of directors.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated March 7, 2000, we and the selling stockholders have agreed to
sell to the underwriters named below, for whom Credit Suisse First Boston
Corporation, SG Cowen Securities Corporation, Needham & Company, Inc., Adams,
Harkness & Hill, Inc. and SoundView Technology Group, Inc. are acting as
representatives, the following respective number of shares of our common stock:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation...................... 1,156,000
SG Cowen Securities Corporation............................. 722,500
Needham & Company, Inc. .................................... 433,500
Adams, Harkness & Hill, Inc. ............................... 289,000
SoundView Technology Group, Inc. ........................... 289,000
Advest, Inc. ............................................... 40,000
Banc of America Securities LLC.............................. 40,000
E*Offering Corp. ........................................... 40,000
FleetBoston Robertson Stephens Inc. ........................ 40,000
Invemed Associates LLC...................................... 40,000
Lehman Brothers Inc. ....................................... 40,000
Prudential Securities Incorporated.......................... 40,000
Warburg Dillon Read LLC..................................... 40,000
Thomas Weisel Partners LLC.................................. 40,000
---------
Total................................................... 3,250,000
=========
</TABLE>
Credit Suisse First Boston Corporation and SG Cowen Securities Corporation
are acting as joint-lead managers in this offering. Credit Suisse First Boston
Corporation is acting as sole book-running manager.
The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock offered in this offering if any are
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an underwriter
defaults the purchase commitments of nondefaulting underwriters may be increased
or the offering of common stock may be terminated.
The underwriters have a 30-day option to purchase up to 320,500 additional
shares of common stock from us and up to 167,000 additional shares of common
stock from seven of the selling stockholders at the public offering price, less
the underwriting discounts and commissions. This option may be exercised only to
cover any over-allotments of common stock.
The underwriters propose to offer the shares of common stock initially at
the public offering price set forth on the cover page of this prospectus and to
selling group members at that price less a concession of $2.40 per share. The
underwriters and selling group members may allow a discount of $0.10 per share
on sales to other broker/dealers. After the public offering, the public offering
price and concession and discount to broker/dealers may be changed by the
representatives.
The following table summarizes the compensation and estimated expenses we
and the selling stockholders will pay.
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------------------------- ----------------------------
WITHOUT OVER- WITH OVER- WITHOUT OVER- WITH OVER-
ALLOTMENT ALLOTMENT ALLOTMENT ALLOTMENT
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Underwriting discounts and commissions
payable by us............................. $3.99 $3.99 $10,972,500 $12,251,295
Expenses payable by us...................... $0.35 $0.31 $ 966,113 $ 966,113
Underwriting discounts and commissions
payable by selling stockholders........... $3.99 $3.99 $ 1,995,000 $ 2,661,330
</TABLE>
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We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933
relating to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
filing, without the prior written consent of Credit Suisse First Boston
Corporation for a period of 90 days after the date of this prospectus, except
issuances pursuant to our employee stock purchase plan and pursuant to the
exercise of employee stock options outstanding on the date hereof.
Our officers and directors have agreed that they will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of our common stock or securities convertible into or exchangeable or
exercisable for any shares of our common stock, enter into a transaction which
would have the same effect, or enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of
ownership of our common stock, whether any such aforementioned transaction is to
be settled by delivery of our common stock or such other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale,
pledge or disposition, or to enter into any such transaction, swap, hedge or
other arrangement, without, in each case, the prior written consent of Credit
Suisse First Boston Corporation for a period of 90 days after the date of this
prospectus.
We and the selling stockholders have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments which
the underwriters may be required to make in that respect.
The shares of our common stock are listed on the Nasdaq National Market
under the symbol "BRKS."
The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and passive market making in
accordance with Regulation M under the Securities Exchange Act of 1934.
- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.
- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when common stock originally sold by the
syndicate member is purchased in a stabilizing or syndicate covering
transaction to cover syndicate short positions.
- In passive market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to certain
limitations, make bids for or purchases of the common stock until the
time, if any, at which a stabilizing bid is made.
These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of our common stock to be higher than it would otherwise be
in the absence of such transactions. These transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
stockholders prepare and file a prospectus with the
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<PAGE> 27
securities regulatory authorities in each province where trades of common stock
are effected. Accordingly, any resale of the common stock in Canada must be made
in accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the common stock.
REPRESENTATIONS OF PURCHASERS
Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholders and the
dealer from whom such purchase confirmation is received that (i) such purchaser
is entitled under applicable provincial securities laws to purchase such common
stock without the benefit of a prospectus qualified under such securities laws,
(ii) where required by law, that such purchaser is purchasing as principal and
not as agent and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers, as well as the experts named
herein and the selling stockholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons inside Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under the
same prospectus exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.
LEGAL MATTERS
The validity of the shares of common stock to be issued in this offering
will be passed upon for us by Brown, Rudnick, Freed & Gesmer, Boston,
Massachusetts. Certain legal matters will be passed on for the underwriters by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
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EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Brooks Automation, Inc. for the year ended
September 30, 1999 and the audited historical financial statements of Auto-Soft
Corporation and AutoSimulations, Inc. included in Item 7(a) of Brooks
Automation, Inc.'s Form 8-K/A dated February 14, 2000 have been so incorporated
in reliance on the reports of PricewaterhouseCoopers, LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of the Infab Group as of December 31, 1998 and
1997, and the related consolidated statements of operations for the three-years
ended December 31, 1998 and the related consolidated statements of cash flows
for the two-years ended December 31, 1998, have been incorporated in this
prospectus by reference and appear in our Form 8-K/A dated December 14, 1999 and
have been audited by Dr. Ebner, Dr. Stoltz and Partner GmbH, independent
auditors, as set forth in their report thereon included therein. Such financial
statements are incorporated in this prospectus by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission, or the SEC. You may read and copy these reports, proxy statements
and other information at the SEC's public reference rooms at 450 Fifth Street,
NW., Washington, D.C., and in New York, NY and Chicago, IL. You can request
copies of these documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at 1-800-SEC-0330 for more information about the
operation of the public reference rooms. Our SEC filings are also available at
the SEC's web site at http://www.sec.gov. In addition, you can read and copy our
SEC filings at the office of the National Association of Securities Dealers,
Inc. at 1735 "K" Street, Washington, DC 20006.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933 with respect to the common stock offered in connection
with this prospectus. This prospectus does not contain all of the information
set forth in the registration statement. We have omitted certain parts of the
registration statement in accordance with the rules and regulations of the SEC.
For further information with respect to us and the common stock, you should
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract or other document are not necessarily complete
and, in each instance, you should refer to the copy of such contract or document
filed as an exhibit to or incorporated by reference in the registration
statement. Each statement as to the contents of such contract or document is
qualified in all respects by such reference. You may obtain copies of the
registration statement from the SEC's principal office in Washington, D.C. upon
payment of the fees prescribed by the SEC, or you may examine the registration
statement without charge at the offices of the SEC described above.
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we and the selling stockholders sell all of the common stock:
- Annual Report on Form 10-K for the year ended September 30, 1999;
- Proxy Statement for the Annual Meeting of Stockholders to be held on
February 24, 2000;
- Current Reports on Form 8-K and Form 8-K/A filed with the SEC on October
15, 1999, December 14, 1999, January 19, 2000 and February 14, 2000, as
amended;
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- Quarterly Report on Form 10-Q for the period ended December 31, 1999; and
- The description of the common stock contained in our Registration
Statements on Form 8-A, as filed on January 24, 1995 and August 7, 1997.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, Massachusetts 01824
Attention: Investor Relations
(978) 262-2400
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
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