AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2002
REGISTRATION NO. 333-82562
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3040660
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MASSACHUSETTS 01824 - (978) 262-2400
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
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ROBERT J. THERRIEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE,
CHELMSFORD, MASSACHUSETTS 01824
(978) 262-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
COPIES TO:
LAWRENCE M. LEVY, ESQUIRE
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER
BOSTON, MA 02111
(617) 856-8200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
PROHIBITED.
Subject to Completion,
Dated March 15, 2002
BROOKS AUTOMATION, INC.
COMMON STOCK
1,030,000 SHARES
The selling stockholders are selling all of the shares of common stock
offered by this prospectus. We will not receive any of the proceeds from the
sale of these shares.
The selling stockholders may offer the common stock through public or
private transactions, at prevailing market prices, or at privately negotiated
prices.
Our common stock is quoted on the Nasdaq National Market under the
symbol "BRKS". On March 14, 2002, the last reported sale price of the common
stock on the Nasdaq National Market was $48.09 per share.
INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated ________ __, 2002.
TABLE OF CONTENTS
PROSPECTUS SUMMARY............................................................ 3
RISK FACTORS.................................................................. 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................. 14
USE OF PROCEEDS............................................................... 15
SELLING STOCKHOLDERS.......................................................... 15
PLAN OF DISTRIBUTION.......................................................... 16
LEGAL MATTERS................................................................. 17
EXPERTS....................................................................... 17
WHERE YOU CAN FIND MORE INFORMATION........................................... 18
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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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2
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.
ABOUT BROOKS
We are a leading supplier of integrated factory automation solutions
for the global semiconductor manufacturing and related industries. We have
distinguished ourselves as a technology and market leader, particularly in the
demanding cluster-tool vacuum-processing environment and in integrated factory
automation software applications. Our automation solutions are designed to
optimize equipment and factory productivity. These solutions include tool
automation modules, complete semiconductor wafer handling systems, factory
interface solutions and automation software and integration services.
We are a Delaware corporation and were incorporated in 1989. 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.
THE OFFERING
The selling stockholders may offer and sell up to an aggregate of
1,030,000 shares of our common stock under this prospectus. The NASR Family
Trust, one of the selling stockholders, obtained the shares it is offering under
this prospectus in connection with our acquisition of substantially all of the
assets of General Precision, Inc. on October 5, 2001. The remaining selling
stockholders obtained their shares offered by this prospectus in connection with
our acquisition of substantially all of the capital stock of Tec-Sem AG on
October 9, 2001.
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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 occurs, 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.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.
RISK FACTORS RELATING TO BROOKS' INDUSTRY
THE CYCLICAL DEMAND OF SEMICONDUCTOR MANUFACTURERS AFFECTS BROOKS' OPERATING
RESULTS AND THE ONGOING DOWNTURN IN THE INDUSTRY COULD SERIOUSLY HARM BROOKS'
OPERATING RESULTS.
Brooks' 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. The semiconductor industry is highly cyclical and is currently
experiencing a downturn. Brooks anticipates the downturn will continue during
the next few quarters. Despite these industry conditions, Brooks plans to
continue to invest in those areas which Brooks believes are important to its
long-term growth, such as its infrastructure and information technology systems,
customer support, supply chain management and new products. As a result,
consistent with its experience in downturns in the past, Brooks believes the
current industry downturn will lead to reduced revenues for it and may cause it
to incur losses.
INDUSTRY CONSOLIDATION AND OUTSOURCING OF THE MANUFACTURE OF SEMICONDUCTORS TO
FOUNDRIES COULD REDUCE THE NUMBER OF AVAILABLE CUSTOMERS.
The substantial expense of building or expanding a semiconductor
fabrication facility is leading increasing numbers of semiconductor companies to
contract with foundries, which manufacture semiconductors designed by others. As
manufacturing is shifted to foundries, the number of Brooks' potential customers
could decrease, which would increase its dependence on its remaining customers.
Recently, consolidation within the semiconductor manufacturing industry has
increased. If semiconductor manufacturing is consolidated into a small number of
foundries and other large companies, Brooks' failure to win any significant bid
to supply equipment to those customers could seriously harm its reputation and
materially and adversely affect its revenue and operating results.
BROOKS' FUTURE OPERATIONS COULD BE HARMED IF THE COMMERCIAL ADOPTION OF 300MM
WAFER TECHNOLOGY CONTINUES TO PROGRESS SLOWLY OR IS HALTED.
Brooks' future operations depend in part on the adoption of new systems
and technologies to automate the processing of 300mm wafers. However, the
industry transition from the current, widely used 200mm manufacturing technology
to 300mm manufacturing technology is occurring more slowly than expected. A
significant delay in the adoption of 300mm manufacturing technology, or the
failure of the industry to adopt 300mm manufacturing technology, could
significantly impair Brooks' operations. Moreover, continued delay in transition
to 300mm technology could permit Brooks' competitors to introduce competing or
superior 300mm products at more competitive prices. As a result of these
factors, competition for 300mm orders could become vigorous and could harm
Brooks' results of operations.
RISK FACTORS RELATING TO BROOKS' OPERATIONS
BROOKS' SALES VOLUME SUBSTANTIALLY DEPENDS ON THE SALES VOLUME OF BROOKS'
ORIGINAL EQUIPMENT MANUFACTURER CUSTOMERS AND ON INVESTMENT IN MAJOR CAPITAL
EXPANSION PROGRAMS BY END-USER SEMICONDUCTOR MANUFACTURING COMPANIES.
Brooks sells a majority of its tool automation products to original
equipment manufacturers that incorporate Brooks' products into their equipment.
Therefore, Brooks' revenues depend on the ability of these customers to develop,
market and sell their equipment in
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a timely, cost-effective manner. Approximately 56% of Brooks' revenues during
fiscal 2001 were derived from original equipment manufacturers.
Brooks also generates significant revenues from large orders from
semiconductor manufacturing companies that build new plants or invest in major
automation retrofits. Brooks' revenues depend, in part, on continued capital
investment by semiconductor manufacturing companies. Approximately 44% of
Brooks' revenues during fiscal 2001 were derived from end-user semiconductor
manufacturing companies.
DEMAND FOR BROOKS' PRODUCTS FLUCTUATES RAPIDLY AND UNPREDICTABLY, WHICH MAKES IT
DIFFICULT TO MANAGE ITS BUSINESS EFFICIENTLY AND CAN REDUCE ITS GROSS MARGINS
AND PROFITABILITY.
Brooks' expense levels are based in part on its expectations for future
demand. Many expenses, particularly those relating to capital equipment and
manufacturing overhead, are relatively fixed. The rapid and unpredictable shifts
in demand for Brooks' products make it difficult to plan manufacturing capacity
and business operations efficiently. If demand is significantly below
expectations, Brooks may be unable to rapidly reduce these fixed costs, which
can diminish gross margins and cause losses. A sudden downturn may also leave
Brooks with excess inventory, which may be rendered obsolete as products evolve
during the downturn and demand shifts to newer products. Brooks' ability to
reduce expenses is further constrained because it must continue to invest in
research and development to maintain its competitive position and to maintain
service and support for its existing global customer base. Conversely, in sudden
upturns, Brooks sometimes incurs significant expenses to rapidly expedite
delivery of components, procure scarce components and outsource additional
manufacturing processes. These expenses could reduce its gross margins and
overall profitability. Any of these results could seriously harm Brooks'
business.
BROOKS RELIES ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS FOR A LARGE PORTION OF
ITS REVENUES AND BUSINESS.
Brooks receives a significant portion of its revenues in each fiscal
period from a relatively limited number of customers. The loss of one or more of
these major customers, or a decrease in orders by one or more customers, could
adversely affect Brooks' revenue, business and reputation. Sales to Brooks' ten
largest customers accounted for approximately 39% of total revenues in the
first quarter of fiscal 2002, 37% of total revenues in fiscal 2001, and 43% of
total revenues in fiscal 2000.
DELAYS IN OR CANCELLATION OF SHIPMENTS OR CUSTOMER ACCEPTANCE OF A FEW OF
BROOKS' LARGE ORDERS COULD SUBSTANTIALLY DECREASE ITS REVENUES OR REDUCE ITS
STOCK PRICE.
Historically, a substantial portion of Brooks' quarterly and annual
revenues has come from sales of a small number of large orders. Some of Brooks'
products have high selling prices compared to Brooks' other products. As a
result, the timing of when Brooks recognizes revenue from one of these large
orders can have a significant impact on its total revenues and operating results
for a particular period because its sales in that fiscal period could fall
significantly below the expectations of financial analysts and investors. This
could cause the value of its common stock to fall. Brooks' operating results
could be harmed if 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.
BROOKS DOES NOT HAVE LONG-TERM CONTRACTS WITH ITS CUSTOMERS AND BROOKS'
CUSTOMERS MAY CEASE PURCHASING BROOKS' PRODUCTS AT ANY TIME.
Brooks generally does not have long-term contracts with its customers.
As a result, Brooks' agreements with its customers do not provide any assurance
of future sales. Accordingly:
- Brooks' customers can cease purchasing its products at any
time without penalty;
- Brooks' customers are free to purchase products from Brooks'
competitors;
- Brooks is exposed to competitive price pressure on each order;
and
- Brooks' customers are not required to make minimum purchases.
BROOKS' SYSTEMS INTEGRATION SERVICES BUSINESS HAS GROWN SIGNIFICANTLY RECENTLY
AND POOR EXECUTION OF THOSE SERVICES COULD ADVERSELY IMPACT BROOKS' OPERATING
RESULTS.
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The number of projects Brooks is pursuing for its systems integration
services business has grown significantly recently. This business consists of
integrating combinations of Brooks software and hardware products to provide
more comprehensive solutions for Brooks' end-user customers. The delivery of
these services typically is complex, requiring that Brooks coordinate personnel
with varying technical backgrounds in performing substantial amounts of services
in accordance with timetables. Brooks is in the early stages of developing this
business and it is subject to the risks attendant to entering a business in
which it has limited direct experience. In addition, Brooks' ability to supply
these services and increase its revenues is limited by its ability to retain,
hire and train systems integration personnel. Brooks believes that there is
significant competition for personnel with the advanced skills and technical
knowledge that it needs. Some of Brooks' competitors may have greater resources
to hire personnel with those skills and knowledge. Brooks' operating margins
could be adversely impacted if it does not effectively hire and train additional
personnel or deliver systems integration services to its customers on a
satisfactory and timely basis consistent with its budgets.
BROOKS' LENGTHY SALES CYCLE REQUIRES IT TO INCUR SIGNIFICANT EXPENSES WITH NO
ASSURANCE THAT BROOKS WILL GENERATE REVENUE.
Brooks' tool automation products are generally incorporated into
original equipment manufacturer equipment at the design stage. To obtain new
business from its original equipment manufacturer customers, Brooks must develop
products for selection by a potential customer at the design stage. This often
requires Brooks 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. Brooks cannot
guarantee that the equipment manufactured by its original equipment
manufacturing customers will be commercially successful. If Brooks or its
original equipment manufacturing customers fails to develop and introduce new
products successfully and in a timely manner, Brooks' business and financial
results will suffer.
Brooks also must complete successfully a costly evaluation and proposal
process before Brooks can achieve volume sales of Brooks factory automation
software and systems to customers. These undertakings are major decisions for
most prospective customers and typically involve significant capital commitments
and lengthy evaluation and approval processes. Brooks cannot guarantee that it
will continue to satisfy evaluations by its end-user customers.
BROOKS' OPERATING RESULTS WOULD BE HARMED IF ONE OF ITS KEY SUPPLIERS FAILS TO
DELIVER COMPONENTS FOR BROOKS' PRODUCTS.
Brooks currently obtains many of its components on an as needed,
purchase order basis. Generally, Brooks does not have any long-term supply
contracts with its vendors and believes many of its vendors have been taking
cost containment measures in response to the industry downturn. When demand for
semiconductor manufacturing equipment increases, Brooks' suppliers face
significant challenges in delivering components on a timely basis. Brooks'
inability to obtain components in required quantities or of acceptable quality
could result in significant delays or reductions in product shipments. This
could create customer dissatisfaction, cause lost revenue and otherwise
materially and adversely affect Brooks' operating results. Delays on Brooks'
part could also cause it to incur contractual penalties for late delivery.
BROOKS MAY EXPERIENCE DELAYS AND TECHNICAL DIFFICULTIES IN NEW PRODUCT
INTRODUCTIONS AND MANUFACTURING, WHICH CAN ADVERSELY AFFECT ITS REVENUES, GROSS
MARGINS AND NET INCOME.
Because Brooks' systems are complex, there can be a significant lag
between the time Brooks introduces a system and the time it begins to produce
that system in volume. As technology in the semiconductor industry becomes more
sophisticated, Brooks is finding it increasingly difficult to design and
integrate complex technologies into its systems, to procure adequate supplies of
specialized components, to train its technical and manufacturing personnel and
to make timely transitions to high-volume manufacturing. Many customers also
require customized systems, which compound these difficulties. Brooks sometimes
incurs substantial unanticipated costs to ensure that its new products function
properly and reliably early in their life cycle. These costs could include
greater than expected installation and support costs or increased materials
costs as a result of expedited changes. Brooks may not be able to pass these
costs on to its customers. In addition, Brooks has experienced, and may continue
to experience, difficulties in both low and high volume manufacturing. Any of
these results could seriously harm Brooks' business.
Moreover, on occasion Brooks has failed to meet its customers' delivery
or performance criteria, and as a result Brooks has deferred revenue recognition
and incurred late delivery penalties and had higher warranty and service costs.
These failures could continue and could also cause Brooks to lose business from
those customers and suffer long-term damage to its reputation.
BROOKS MAY BE UNABLE TO RECRUIT AND RETAIN NECESSARY PERSONNEL BECAUSE OF
INTENSE COMPETITION FOR HIGHLY SKILLED PERSONNEL.
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Brooks needs to retain a substantial number of employees with technical
backgrounds for both its hardware and software engineering, manufacturing, sales
and support staffs. The market for these employees is intensively competitive,
and Brooks has occasionally experienced delays in hiring qualified personnel.
Due to the cyclical nature of the demand for its products and the current
downturn in the semiconductor market, Brooks recently reduced its workforce as a
cost reduction measure. If the semiconductor market experiences an upturn,
Brooks may need to rebuild its workforce. Due to the competitive nature of the
labor markets in which Brooks operates, this type of employment cycle increases
Brooks' risk of being unable to retain and recruit key personnel. Brooks'
inability to recruit, retain and train adequate numbers of qualified personnel
on a timely basis could adversely affect its ability to develop, manufacture,
install and support its products and may result in lost revenue and market share
if customers seek alternative solutions.
BROOKS' INTERNATIONAL BUSINESS OPERATIONS EXPOSE IT TO A NUMBER OF DIFFICULTIES
IN COORDINATING ITS ACTIVITIES ABROAD AND IN DEALING WITH MULTIPLE REGULATORY
ENVIRONMENTS.
Sales to customers outside North America accounted for approximately
61% of Brooks' total revenues in the first quarter of fiscal 2002, 50% of total
revenues in fiscal 2001, 48% in fiscal 2000 and 43% in fiscal 1999. Brooks
anticipates that international sales will continue to account for a significant
portion of its revenues. Many of Brooks' vendors are located in foreign
countries. As a result of its international business operations, Brooks is
subject to various risks, including:
- difficulties in staffing and managing operations in multiple
locations in many countries;
- difficulties in managing distributors, representatives and
third party systems integrators;
- challenges presented by collecting trade accounts receivable
in foreign jurisdictions;
- longer sales-cycles;
- possible adverse tax consequences;
- fewer legal protections for intellectual property;
- governmental currency controls and restrictions on
repatriation of earnings;
- changes in various regulatory requirements;
- political and economic changes and disruptions; and
- export/import controls and tariff regulations.
To support its international customers, Brooks maintains locations in
several countries, including Belgium, Canada, China, Germany, Japan, Malaysia,
Singapore, South Korea, Switzerland, Taiwan and the United Kingdom. Brooks
cannot guarantee that it will be able to manage these operations effectively.
Brooks cannot assure you that its investment in these international operations
will enable it to compete successfully in international markets or to meet the
service and support needs of its customers, some of whom are located in
countries where Brooks has no infrastructure.
Although Brooks' international sales are primarily denominated in U.S.
dollars, changes in currency exchange rates can make it more difficult for
Brooks to compete with foreign manufacturers on price. If Brooks' international
sales increase relative to its total revenues, these factors could have a more
pronounced effect on Brooks' operating results.
BROOKS MUST CONTINUALLY IMPROVE ITS TECHNOLOGY TO REMAIN COMPETITIVE.
Technology changes rapidly in the semiconductor, data storage and flat
panel display manufacturing industries. Brooks believes its success depends in
part upon its ability to enhance its existing products and to develop and market
new products to meet customer needs, even in industry downturns. For example, as
the semiconductor industry transitions from 200mm manufacturing technology to
300mm technology, Brooks believes it is important to its future success to
develop and sell new products that are compatible with 300mm technology. If
competitors introduce new technologies or new products, Brooks' sales could
decline and its existing products could lose market acceptance. Brooks cannot
guarantee that it will identify and adjust to changing market conditions or
succeed in introducing
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commercially rewarding products or product enhancements. The success of Brooks'
product development and introduction depends on a number of factors, including:
- accurately identifying and defining new market opportunities
and products;
- completing and introducing new product designs in a timely
manner;
- market acceptance of Brooks' products and its customers'
products;
- timely and efficient software development, testing and
process;
- timely and efficient implementation of manufacturing and
assembly processes;
- product performance in the field;
- development of a comprehensive, integrated product strategy;
and
- efficient implementation and installation and technical
support services.
Because Brooks must commit resources to product development well in
advance of sales, its product development decisions must anticipate
technological advances by leading semiconductor manufacturers. Brooks may not
succeed in that effort. Its inability to select, develop, manufacture and market
new products or enhance its existing products could cause it to lose its
competitive position and could seriously harm its business.
BROOKS FACES SIGNIFICANT COMPETITION WHICH COULD RESULT IN DECREASED DEMAND FOR
BROOKS' PRODUCTS OR SERVICES.
The markets for Brooks' products are intensely competitive. Brooks may
be unable to compete successfully.
Brooks believes the primary competitive factors in the tool automation
systems segment are throughput, reliability, contamination control, accuracy and
price/performance. Brooks believes that its primary competition in the tool
automation market is from integrated original equipment manufacturers that
satisfy their semiconductor and flat panel display handling needs internally
rather than by purchasing systems or modules from an independent supplier like
Brooks. Many of these original equipment manufacturers have substantially
greater resources than Brooks does. Applied Materials, Inc., the leading process
equipment original equipment manufacturer, develops and manufactures its own
central wafer handling systems and modules. Brooks may not be successful in
selling its products to original equipment manufacturers that internally satisfy
their wafer or substrate handling needs, regardless of the performance or the
price of Brooks products. Moreover, integrated original equipment manufacturers
may begin to commercialize their handling capabilities and become Brooks
competitors.
Brooks believes 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, Brooks competes directly with Asyst, Rorze, Fortrend, Newport,
TDK, Yasakawa and Hirata. Some of these competitors have substantial financial
resources and extensive engineering, manufacturing and marketing capabilities.
Brooks believes that the primary competitive factors in the end-user
semiconductor manufacturer market for factory automation and process control
solutions are product functionality, price/performance, ease of use, ease of
integration and installation, hardware and software platform compatibility,
costs to support and maintain, vendor reputation and financial stability. The
relative importance of these competitive factors may change over time. Brooks
directly competes in this market with various competitors, including Applied
Materials-Consilium, IBM, Si-view, Compaq, TRW, Camstar and numerous small,
independent software companies. Brooks also competes with the in-house software
staffs of semiconductor manufacturers like NEC, Texas Instruments and Intel.
Most of those manufacturers have substantially greater resources than Brooks
does.
BROOKS' RECENT RAPID GROWTH IS STRAINING ITS OPERATIONS AND REQUIRING IT TO
INCUR COSTS TO UPGRADE ITS INFRASTRUCTURE.
During fiscal 2000 and 2001, Brooks experienced extremely rapid growth
in its operations, its product offerings and the geographic area of its
operations. The proposed merger with PRI will continue this trend. Brooks'
growth has placed a significant strain on its management, operations and
financial systems. Brooks' future operating results will depend in part on its
ability to continue to
8
implement and improve its operating and financial controls and management
information systems. If Brooks fails to manage its growth effectively, its
financial condition, results of operations and business could be harmed.
MUCH OF BROOKS' SUCCESS AND VALUE LIES IN ITS OWNERSHIP AND USE OF INTELLECTUAL
PROPERTY, AND BROOKS' FAILURE TO PROTECT THAT PROPERTY COULD ADVERSELY AFFECT
ITS FUTURE OPERATIONS.
Brooks' ability to compete is heavily affected by its ability to
protect its intellectual property. Brooks relies primarily on trade secret laws,
confidentiality procedures, patents, copyrights, trademarks and licensing
arrangements to protect its intellectual property. The steps Brooks has taken to
protect its technology may be inadequate. Existing trade secret, trademark and
copyright laws offer only limited protection. Brooks' patents could be
invalidated or circumvented. The laws of certain foreign countries in which
Brooks products are or may be developed, manufactured or sold may not fully
protect Brooks' products. This may make the possibility of piracy of Brooks'
technology and products more likely. Brooks cannot guarantee that the steps
Brooks has taken to protect its intellectual property will be adequate to
prevent misappropriation of its technology. Other companies could independently
develop similar or superior technology without violating Brooks' proprietary
rights. There has been substantial litigation regarding patent and other
intellectual property rights in semiconductor-related industries. Brooks may
engage in litigation to:
- enforce its patents;
- protect its trade secrets or know-how;
- defend itself against claims alleging it infringes 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 Brooks and divert
the attention of Brooks' management, which could harm its operating results and
its future operations.
BROOKS' OPERATIONS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
Particular aspects of Brooks' 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 Brooks' business. Brooks cannot predict the extent to
which it may be required to seek licenses or alter its products so that they no
longer infringe the rights of others. Brooks cannot guarantee that the terms of
any licenses it may be required to seek will be reasonable. Similarly, changing
Brooks' products or processes to avoid infringing the rights of others may be
costly or impractical or could detract from the value of its products. A party
making a claim of infringement could secure a judgment against Brooks that
requires it to pay substantial damages. A judgment could also include an
injunction or other court order that could prevent Brooks from selling its
products. Any claim of infringement by a third party also could cause Brooks to
incur substantial costs defending against the claim, even if the claim is
invalid, and could distract the attention of Brooks management. Any of these
events could seriously harm Brooks' business.
BROOKS' BUSINESS MAY BE HARMED BY INFRINGEMENT CLAIMS OF GENERAL SIGNAL OR
APPLIED MATERIALS.
Brooks received notice from General Signal Corporation alleging certain
of Brooks' tool automation products that Brooks sells to semiconductor process
tool manufacturers infringed General Signal's patent rights. The notification
advised Brooks 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 Brooks
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 Brooks, these
five patents would appear to be the patents referred to by General Signal in its
prior notice to Brooks. Applied Materials has not contacted Brooks regarding
these patents. Brooks cannot guarantee that it would prevail in any litigation
by Applied Materials seeking damages or expenses from Brooks or to enjoin Brooks
from selling its products on the basis of the alleged patent infringement, or
that a license for any of the alleged infringed patents will be available to
Brooks on reasonable terms, if at all. A substantial portion of Brooks' revenues
for the quarter ended December 31, 2001 and for fiscal 2001 derive from the
products that are alleged to infringe.
BROOKS' BUSINESS MAY BE HARMED BY INFRINGEMENT CLAIMS OF ASYST TECHNOLOGIES,
INC.
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Brooks acquired certain assets, including a transport system known as
IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst
Technologies, Inc. had previously filed suit against Jenoptik AG and other
defendants, claiming that products of the defendants, including IridNet,
infringe Asyst's patents. This ongoing litigation may ultimately affect certain
products sold by Brooks. Brooks has received notice that Asyst may amend its
complaint to name Brooks as an additional defendant. Based on Brooks'
investigation of Asyst's allegations, Brooks does not believe it is infringing
any claims of Asyst's patents. Brooks intends to continue to support Jenoptik to
argue vigorously, among other things, the position that the IridNet system does
not infringe the Asyst patents. If Asyst prevails in prosecuting its case, Asyst
may seek to prohibit Brooks from developing, marketing and using the IridNet
product without a license. Because patent litigation can be extremely expensive,
time-consuming, and its outcome uncertain, Brooks may seek to obtain licenses to
the disputed patents. Brooks cannot guarantee that licenses will be available to
it on reasonable terms, if at all. If a license from Asyst is not available,
Brooks could be forced to incur substantial costs to reengineer the IridNet
system, which could diminish its value. In any case, Brooks may face litigation
with Asyst. Such litigation could be costly and would divert Brooks management's
attention and resources. In addition, even though sales of IridNet comprised
less than 1% of Brooks' total revenues for fiscal year 2001, if Brooks does not
prevail in such litigation, Brooks could be forced to pay significant damages or
amounts in settlement. Jenoptik has indemnified Brooks for losses Brooks may
incur in this action.
BROOKS' SOFTWARE PRODUCTS MAY CONTAIN ERRORS OR DEFECTS THAT COULD RESULT IN
LOST REVENUE, DELAYED OR LIMITED MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS
WITH SUBSTANTIAL LITIGATION COSTS.
Complex software products like Brooks' can contain errors or defects,
particularly when Brooks first introduces new products or when it releases new
versions or enhancements. Any defects or errors could result in lost revenue or
a delay in market acceptance, which would seriously harm Brooks' business and
operating results. Brooks has occasionally discovered software errors in its new
software products and new releases after their introduction, and Brooks expects
that this will continue. Despite internal testing and testing by current and
potential customers, Brooks' current and future products may contain serious
defects.
Because many of Brooks' customers use their products for
business-critical applications, any errors, defects or other performance
problems could result in financial or other damage to Brooks' customers and
could significantly impair their operations. Brooks' customers could seek to
recover damages from Brooks for losses related to any of these issues. A product
liability claim brought against Brooks, even if not successful, would likely be
time-consuming and costly to defend and could adversely affect Brooks' marketing
efforts.
THE IMPACT OF TERRORIST THREATS ON THE GENERAL ECONOMY COULD DECREASE BROOKS'
REVENUES.
On September 11, 2001, the United States was subject to terrorist
attacks at the World Trade Center buildings in New York City and the Pentagon in
Washington, D.C. The potential near- and long-term impact these attacks may have
in regards to Brooks' suppliers and customers, markets for their products and
the U.S. economy are uncertain. There may be other potential adverse effects on
Brooks' operating results due to this significant event that Brooks cannot
foresee.
RISK FACTORS RELATING TO BROOKS' ACQUISITIONS
BROOKS HAS ANNOUNCED A MERGER WITH PRI AUTOMATION, INC., AND UNCERTAINTY
REGARDING THE MERGER MAY DISRUPT BROOKS' OPERATIONS AND ADVERSELY AFFECT ITS
BUSINESS.
On October 24, 2001, Brooks announced its proposed merger with PRI
Automation, Inc. Brooks cannot guarantee that the merger will occur. The merger
will happen only if stated conditions are met, including approval of the
issuance of shares in the merger by Brooks' stockholders, approval of the merger
by PRI's stockholders, clearance of the merger under United States and foreign
antitrust laws, and the absence of any material adverse change in the business
of Brooks or PRI. Many of the conditions are outside the control of Brooks and
PRI, and both parties also have stated rights to terminate the merger agreement.
Accordingly, there may be uncertainty regarding the completion of the merger.
This uncertainty may cause customers, suppliers and channel partners to delay or
defer decisions concerning Brooks, which could negatively affect its business.
Customers, suppliers and channel partners may also seek to change existing
agreements with Brooks as a result of the merger. Any delay or deferral of those
decisions or changes in existing agreements could have a material adverse effect
on Brooks' business, regardless of whether the merger is ultimately completed.
Many costs related to the merger, such as legal, accounting, financial advisor
and financial printing fees, must be paid by Brooks regardless of whether the
merger is completed. If the merger is not completed for any reason, Brooks may
be subject to a number of risks, including a decline in the market price of
Brooks common stock, to the extent that the relevant current market price
reflects a market assumption that the merger will be completed, and substantial
disruption to Brooks' business and distraction of its workforce and management
team. In addition,
10
employees who are uncertain about their future with the combined company or who
do not wish to work for the combined company may seek employment elsewhere,
which could impair Brooks' ability to operate its business.
BROOKS' BUSINESS COULD BE HARMED IF BROOKS FAILS TO ADEQUATELY INTEGRATE THE
OPERATIONS OF THE BUSINESSES IT HAS ACQUIRED.
Brooks has completed a number of acquisitions in a short period of
time. Brooks' management must devote substantial time and resources to the
integration of the operations of its acquired businesses with its core business
and its other acquired businesses. If Brooks fails to accomplish this
integration efficiently, Brooks may not realize the anticipated benefits of its
acquisitions. The process of integrating supply and distribution channels,
research and development initiatives, computer and accounting systems and other
aspects of the operation of its acquired businesses, presents a significant
challenge to Brooks' management. This is compounded by the challenge of
simultaneously managing a larger entity. These businesses have operations and
personnel located in Asia, Europe and the United States and present a number of
additional difficulties of integration, including:
- assimilating products and designs into integrated solutions;
- informing customers, suppliers and distributors of the effects
of the acquisitions and integrating them into Brooks' overall
operations;
- integrating personnel with disparate business backgrounds and
cultures;
- defining and executing a comprehensive product strategy;
- managing geographically remote units;
- managing the risks of entering markets or types of businesses
in which Brooks has limited or no direct experience; and
- minimizing the loss of key employees of the acquired
businesses.
If Brooks delays the integration or fails to integrate an acquired
business or experiences other unforeseen difficulties, the integration process
may require a disproportionate amount of Brooks management's attention and
financial and other resources. Brooks' failure to adequately address these
difficulties could harm its business and financial results.
BROOKS' BUSINESS MAY BE HARMED BY ACQUISITIONS BROOKS COMPLETES IN THE FUTURE.
Brooks plans to continue to pursue additional acquisitions of related
businesses. Brooks' 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 Brooks' business, diversion of Brooks management's attention and
risks associated with unanticipated problems or latent liabilities. If Brooks is
successful in pursuing future acquisitions, Brooks may be required to expend
significant funds, incur additional debt or issue additional securities, which
may negatively affect Brooks' results of operations and be dilutive to its
stockholders. If Brooks spends significant funds or incurs additional debt,
Brooks' ability to obtain financing for working capital or other purposes could
decline, and Brooks may be more vulnerable to economic downturns and competitive
pressures. Brooks cannot guarantee that it will be able to finance additional
acquisitions or that it will realize any anticipated benefits from acquisitions
that Brooks completes. Should Brooks successfully acquire another business, the
process of integrating acquired operations into Brooks' 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 Brooks' existing business.
RISK FACTORS RELATING TO THE BROOKS COMMON STOCK
BROOKS' OPERATING RESULTS FLUCTUATE SIGNIFICANTLY, WHICH COULD NEGATIVELY IMPACT
ITS BUSINESS AND ITS STOCK PRICE.
Brooks' revenues, margins 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;
11
- the timing, rescheduling, cancellation and size of orders from
Brooks' customer base;
- Brooks' ability to manufacture, test and deliver products in a
timely and cost-effective manner;
- Brooks' success in winning competitions for orders;
- the timing of Brooks' new product announcements and releases
and those of its competitors;
- the mix of products it sells;
- the timing of any acquisitions and related costs;
- competitive pricing pressures; and
- the level of automation required in fab extensions, upgrades
and new facilities.
Brooks entered the factory automation software business in fiscal 1999.
A portion of Brooks' revenues from this business will depend on achieving
project milestones. As a result, Brooks' revenue from this business will be
subject to fluctuations depending upon a number of factors, including whether
Brooks can achieve project milestones on a timely basis, if at all, as well as
the timing and size of projects.
BROOKS' STOCK PRICE IS VOLATILE.
The market price of the Brooks common stock has fluctuated widely. For
example, between April 4, 2001 and April 30, 2001, the closing price of Brooks'
common stock rose from approximately $35.45 to $62.61 per share and between
August 28, 2001 and September 28, 2001, the price of the Brooks common stock
dropped from approximately $48.15 to $26.59 per share. Consequently, the current
market price of the Brooks common stock may not be indicative of future market
prices, and Brooks may be unable to sustain or increase the value of an
investment in its common stock. Factors affecting Brooks' stock price may
include:
- variations in operating results from quarter to quarter;
- changes in earnings estimates by analysts or Brooks' failure
to meet analysts' expectations;
- changes in the market price per share of Brooks' public
company customers;
- market conditions in the industry;
- general economic conditions;
- low trading volume of Brooks common stock; and
- the number of firms making a market in Brooks common stock.
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 Brooks. These
market fluctuations could adversely affect the market price of the Brooks common
stock.
BECAUSE A LIMITED NUMBER OF STOCKHOLDERS, INCLUDING A MEMBER OF BROOKS'
MANAGEMENT TEAM, OWNS A SUBSTANTIAL NUMBER OF SHARES OF BROOKS COMMON STOCK AND
ARE PARTIES TO A VOTING AGREEMENT, THEIR DECISIONS MAY BE DETRIMENTAL TO YOUR
INTERESTS.
By virtue of their stock ownership and voting agreement, Robert J.
Therrien, Brooks' president and chief executive officer, and Jenoptik AG have
the power to significantly influence Brooks' affairs and are able to influence
the outcome of matters required to be submitted to stockholders for approval,
including the election of Brooks' directors, amendments to Brooks' certificate
of incorporation, mergers, sales of assets and other acquisitions or sales.
These stockholders may exercise their influence over Brooks in a manner
12
detrimental to your interests. As of January 31, 2002, Mr. Therrien and M+W
Zander Holding GmbH, a subsidiary of Jenoptik AG, beneficially owned
approximately 9.0% of the Brooks common stock.
Brooks has a stockholders agreement with Mr. Therrien, M+W Zander
Holding GmbH and Jenoptik AG under which M+W Zander Holding GmbH agreed to vote
all of its shares on all matters in accordance with the recommendation of a
majority of Brooks' board of directors.
PROVISIONS OF BROOKS' CERTIFICATE OF INCORPORATION, BYLAWS, CONTRACTS AND 4.75%
CONVERTIBLE SUBORDINATED NOTES DUE 2008 MAY DISCOURAGE TAKEOVER OFFERS AND MAY
LIMIT THE PRICE INVESTORS WOULD BE WILLING TO PAY FOR BROOKS' COMMON STOCK.
Brooks' certificate of incorporation and bylaws contain provisions that
may make an acquisition of Brooks more difficult and discourage changes in
Brooks' management. These provisions could limit the price that investors might
be willing to pay for shares of Brooks' common stock. In addition, Brooks has
adopted a shareholder rights plan. In many potential takeover situations, rights
issued under the plan become exercisable to purchase Brooks common stock at a
price substantially discounted from the then applicable market price of Brooks
common stock. Because of its possible dilutive effect to a potential acquirer,
the rights plan would generally discourage third parties from proposing a merger
with or initiating a tender offer for Brooks that is not approved by Brooks'
board of directors. Accordingly, the rights plan could have an adverse impact on
Brooks' stockholders who might want to vote in favor of a merger or participate
in a tender offer. In addition, Brooks may issue shares of preferred stock upon
terms the board of directors deems appropriate without stockholder approval.
Brooks' ability to issue preferred stock in such a manner could enable its board
of directors to prevent changes in its management or control. Finally, upon a
change of control of Brooks, Brooks may be required to repurchase convertible
subordinated notes at a price equal to 100% of the principal outstanding amount
thereof, plus accrued and unpaid interest, if any, to the date of the
repurchase. Such a repurchase of the notes would represent a substantial cash
outflow; accordingly, the repayment of the notes upon a change of control of
Brooks could discourage third parties from proposing a merger with, initiating a
tender offer for or otherwise attempting to gain control of Brooks.
13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference "forward-looking
statements"' within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 with respect to the financial
condition, results of operations, plans, objectives, future performance and
business of Brooks, which are usually identified by the use of words such as
"will," "may,"' "anticipates," "believes," "estimates," "expects," "projects,"
"plans," "predicts," "continues," "intends," "should," "would," or similar
expressions. We intend for these forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with these safe harbor provisions.
These forward-looking statements reflect our current views and expectations
about Brooks' plans, strategies and prospects, which are based on the
information currently available and on current assumptions.
We cannot give any guarantee that these plans, intentions or expectations
will be achieved. Investors are cautioned that all forward-looking statements
involve risks and uncertainties, and actual results may differ materially from
those discussed in the forward-looking statements as a result of various
factors, including those factors described in the "Risk Factors" section
beginning on page 4 of this prospectus. In addition, events may occur in the
future that we are not able to accurately predict or control and that may cause
actual results to differ materially from the expectations described in the
forward-looking statements. Readers should not place undue reliance on the
forward-looking statements included or incorporated by reference in this
prospectus. These forward-looking statements speak only as of the date on which
the statements were made. In evaluating forward-looking statements, you also
should consider the other risks described from time to time in Brooks' reports
filed with the SEC.
We assume no obligation to update any forward-looking statements to reflect
events or circumstances after the date of this prospectus.
14
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by the
selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders are listed on the table below. The NASR Family
Trust acquired shares of our common stock from us in connection with our
acquisition of substantially all of the assets of General Precision, Inc. The
remaining selling stockholders acquired shares of our common stock from us as
consideration for our acquisition of substantially all of the capital stock of
Tec-Sem AG. We issued the shares registered hereunder pursuant to exemptions
from the registration requirements of the Securities Act of 1933. Under the
terms of the asset purchase agreement regarding the assets of General Precision,
Inc., and the share purchase agreement regarding the capital stock of Tec-Sem
AG, we have agreed to register the shares of our common stock acquired by the
selling stockholders hereunder.
Registration by the selling stockholders does not necessarily mean that the
selling stockholders will sell any or all of their shares.
The information with regard to each selling stockholder in the table below
is based upon information provided to us by each selling stockholder as of
January 31, 2002. The shares listed below represent the shares that each selling
stockholder currently beneficially owns and the number of shares each selling
stockholder indicated it plans to offer.
The shares of common stock offered by this prospectus may be offered from
time to time by the selling stockholders named below:
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
AND OWNERSHIP PERCENTAGE NUMBER OF SHARES AND OWNERSHIP PERCENTAGE
SELLING STOCKHOLDER PRIOR TO OFFERING BEING OFFERED AFTER OFFERING
------------------- ------------------------ ---------------- -------------------
NASR Family Trust 850,000(4.2%) 850,000 0 (0%)
Jakob Blattner 46,500(*) 46,500 0 (0%)
Rodolfo Federici 46,500(*) 46,500 0 (0%)
Alwo AG 46,500(*) 46,500 0 (0%)
Walter Grobli 15,500(*) 15,500 0 (0%)
Werner Herzog 4,180(*) 4,180 0 (0%)
Bernhard Strasser 2,750(*) 2,750 0 (0%)
John Fiddes 2,250(*) 2,250 0 (0%)
Leroy Shissler 1,650(*) 1,650 0 (0%)
Franz Zaugg 2,330(*) 2,330 0 (0%)
Ricardo Negreira 2,050(*) 2,050 0 (0%)
Uwe Peregi 2,600(*) 2,600 0 (0%)
Nabor Wagner 1,980(*) 1,980 0 (0%)
Pino Barbitta 1,250(*) 1,250 0 (0%)
Erich Jager 600(*) 600 0 (0%)
Thomas Zimmermann 980(*) 980 0 (0%)
Stefan Krug 1,500(*) 1,500 0 (0%)
Bertram Wuestrich 880(*) 880 0 (0%)
Any future transferee, pledgee,
donee or successor of the
selling stockholders(1)
--------
* Less than 1%
(1) Information about other selling stockholders will be set forth in prospectus
supplements, if required.
15
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders.
The selling stockholders include their respective pledgees, donees,
distributees, transferees or other successors-in-interest selling shares
received from a selling stockholder as a gift, partnership distribution or other
non-sale related transfer after the date of this prospectus. A supplement to
this prospectus may be filed naming that successor-in-interest prior to
consummating a sale hereunder. The selling stockholders may offer the shares of
Brooks common stock at various times in one or more of the following
transactions:
- on one or more exchange;
- in the over the counter market;
- in private transactions other than an exchange or in the over
the counter market;
- in connection with short sales of the shares of Brooks common
stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and
exchange-traded call options,
- in hedge transactions and in settlement of other transactions
or over the counter options; or
- in a combination of any of the above transactions.
These transactions may include block transactions or crosses. Crosses
are transactions in which the same broker acts as an agent on both sides of the
trade.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated or fixed prices.
The selling stockholders may use broker-dealers to sell their shares.
The selling stockholders may pay broker-dealers compensation in the form of
commissions, discounts or concessions in amounts to be negotiated in connection
with the sales. These broker-dealers and any other participating broker-dealers
may be deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales and any such commissions, discount or concession may
be deemed to be underwriting discounts or commissions under the Act. If any of
the selling stockholders was deemed an underwriter, that selling stockholder
might be subject to certain statutory liabilities, including, but not limited
to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.
We have agreed to bear certain expenses of registration of the common
stock under the federal and state securities laws. These expenses include
registration and qualification fees, legal fees and expenses, and auditing and
accounting expenses. The selling stockholders have agreed to bear their own
counsel fees or any brokers' commissions or underwriting discounts incurred in
connection with the registration of their shares. The selling stockholders may
agree to indemnify any broker-dealer, agent or other person that participates in
transactions involving sales of the shares against liabilities, including
liabilities arising under the Securities Act.
The selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
rather than pursuant to this prospectus provided they meet the criteria and
conform to the requirements of that Rule.
There can be no assurance that the selling stockholders will sell any
or all of the shares of Brooks common stock offered hereunder.
The selling stockholders and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any common stock by selling stockholders and any other
such person. In addition, Regulation M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the common stock to engage
in market-making activities with respect to the common stock being
16
distributed for a period of up to five business days prior to the commencement
of such distribution. This may affect the marketability of the common stock and
the ability of any person or entity to engage in market-making activities with
respect to the common stock.
Pursuant to the agreements relating to our acquisition of General Precision,
Inc. and Tec-Sem AG, we and each selling stockholder who acquired shares of our
common stock pursuant to such agreements will be indemnified by each other
against certain liabilities, including certain liabilities under the Securities
Act or will be entitled to contribution in connection with these liabilities.
LEGAL MATTERS
The validity of the shares of common stock to be sold in this offering will
be passed upon for us by Brown Rudnick Berlack Israels LLP, Boston,
Massachusetts.
EXPERTS
The audited 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, 2001, except as they relate to Irvine Optical Company,
LLC as of December 31, 1999 and for the year ended December 31, 1999, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The audited financial statements of General Precision, Inc.,
incorporated in this prospectus by reference to Brooks Automation, Inc.'s
current report on Form 8-K/A dated October 5, 2001, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
Ernst & Young LLP, independent auditors, have audited the financial
statements of Irvine Optical Company, LLC as of December 31, 1999 and 1998, and
for the years then ended, as set forth in their report (which contains an
explanatory paragraph describing conditions that raise substantial doubt about
Irvine Optical Company, LLC's ability to continue as a going concern as
described in Note 1 to those financial statements). Brooks has incorporated by
reference Ernst & Young LLP's report with respect to Irvine Optical Company,
LLC's financial statements in this prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
17
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 (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.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act with respect to 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 it, 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 Exchange Act until each
selling stockholder sells all of its Brooks common stock:
- Annual Report on Form 10-K for the year ended September 30,
2001;
- Current Report on Form 8-K filed on October 19, 2001;
- Current Report on Form 8-K filed on October 22, 2001;
- Current Report on Form 8-K filed on October 26, 2001;
- Current Report on Form 8-K/A filed on December 7, 2001;
- Current Report on Form 8-K filed on February 7, 2002;
- Current Report on Form 8-12 filed on March 1, 2002;
- Quarterly Report on Form 10-Q for the quarter ended December
31, 2001;
- The description of our common stock that is contained in our
Registration Statement on Form 8-A filed on January 27, 1995;
and
- The description of our preferred share rights that is
contained in our Registration Statement on Form 8-A filed on
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) 262-5799
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.
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee........................................ $4,458.93
Printing Expenses........................................... $10,000.00*
Accounting Fees and Expenses................................ $10,000.00*
Legal Fees and Expenses..................................... $15,000.00*
Miscellaneous............................................... $41.07
----------
TOTAL $39,500.00
==========
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the extent permitted by the
Delaware General Corporation Law. Article VII of the Registrant's Bylaws
provides that the Registrant shall indemnify its officers and directors to the
extent permitted by the Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law authorizes a corporation to indemnify
directors, officers, employees or agents of the corporation if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided with respect to reimbursement of
expenses incurred in defending any action, suit or proceeding if the party in
question is successful on the merits or otherwise. The Registrant has also
entered into indemnification agreements with each of its directors. The
indemnification agreements are intended to provide the maximum protection
permitted by Delaware law with respect to indemnification of directors. Brooks
may also enter into similar agreements with certain of its officers who are not
also directors. The effect of these provisions is to permit indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended. The Registrant also maintains directors and officers liability
insurance.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER TITLE REFERENCE
2.01 Agreement and Plan of Merger dated September 21, 1998 relating A**
to the combination of FASTech Integration, Inc. with the
Registrant.
2.02 Stock for Cash Purchase Agreement dated March 31, 1999 B**
relating to the acquisition of Hanyon Tech. Co., Ltd. by the
Registrant.
2.03 Assets for Cash Purchase Agreement dated June 23, 1999 relating C**
to the acquisition of substantially all the assets of Domain
Manufacturing Corporation and its Subsidiary Domain
Manufacturing SARL by the Registrant.
2.04 Agreement and Plan of Merger dated July 7, 1999 relating to D**
the combination of Smart Machines Inc. with the Registrant.
II-1
2.05 Master Purchase Agreement dated September 9, 1999 relating to E**
the acquisition of substantially all of the assets of the Infab
Division of Jenoptik by the Registrant.
2.06 Agreement and Plan of Merger dated January 6, 2000 relating F**
to the combination of AutoSimulations, Inc. and Auto-Soft
Corporation with the Registrant.
2.07 Interests for Stock Purchase Agreement dated May 5, 2000 G**
relating to the acquisition of Irvine Optical Company LLC by the
Registrant, as amended.
2.08 Stock Purchase Agreement dated as of February 16, 2001 H**
relating to the acquisition of SEMY Engineering, Inc. by the
Registrant.
2.09 Asset Purchase Agreement dated June 26, 2001 relating to the I**
acquisition of assets of the e-diagnostic infrastructure of
KLA-Tencor Corporation and its subsidiary KLA-Tencor
Technologies Corporation.
2.10 Agreement and Plan of Merger dated June 27, 2001 relating to J**
the combination of Progressive Technologies Inc. with the
Registrant.
2.11 Asset Purchase Agreement dated October 5, 2001 relating to K**
the acquisition of substantially all of the assets of General
Precision, Inc. and GPI-Mostek, Inc. by the Registrant.
2.12 Share Purchase Agreement dated October 9, 2001 relating to L**
the acquisition of Tec-Sem AG by the Registrant.
2.13 Amended and Restated Agreement and Plan of Merger relating to O**
the acquisition of PRI Automation, Inc. by the Registrant.
4.01 Specimen Certificate for shares of the Registrant's common stock. N**
4.02 Description of Capital Stock (contained in the Certificate of M**
Incorporation of the Registrant).
4.03 Rights Agreement dated July 23, 1997. BB**
4.04 Amendment to Rights Agreement between the Registrant and Bank AA**
Boston, N.A. as Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. AA**
4.06 Shareholders Agreement dated January 6, 2000 by and among the Q**
Registrant, Daifuku America Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreement dated September 30, 1999 by and among the E**
Registrant, Jenoptik AG, M+W Zander Holding GmbH and Robert J.
Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and R**
State Street Bank and Trust Company (as Trustee).
II-2
4.09 Registration Rights Agreement dated May 23, 2001 among the R**
Registrant and Credit Suisse First Boston Corporation and SG
Cowen Securities Corporation (as representatives of several
purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the Registrant in R**
the principal amount of $175,000,000 dated as of May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the S**
acquisition of CCS Technology, Inc. by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the T**
acquisition of substantially all of the assets of Intelligent
Automation Systems, Inc., Intelligent Automation Systems, Inc.,
Trust and IAS Products, Inc. by the Registrant
5.01 Opinion of Brown, Rudnick, Freed & Gesmer. Filed previously
23.01 Consent of Brown Rudnick Freed & Gesmer (contained in Filed previously
Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP (Independent accountants Filed herewith
for the Registrant).
23.03 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.04 Consent of PricewaterhouseCoopers LLP (Independent accountants Filed herewith
for General Precision, Inc.)
24.01 Power of Attorney. Filed previously
----------
A. Incorporated by reference to the Registrant's registration statement on
Form S-4 (Registration No. 333-64037) filed on September 23, 1998.
B. Incorporated by reference to the Registrant's current report on Form
8-K filed on May 6, 1999.
C. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 14, 1999.
D. Incorporated by reference to the Registrant's current report on Form
8-K filed on September 15, 1999, and amended on September 29, 2000
E. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 15, 1999.
F. Incorporated by reference to the Registrant's current report on Form
8-K filed on January 19, 2000.
G. Incorporated by reference to the Registrant's registration statement on
Form S-3 (Registration No. 333-42620) filed on July 31, 2000.
H. Incorporated by reference to the Registrant's current report on Form
8-K filed on March 1, 2001.
I. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 9, 2001.
J. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 24, 2001.
K. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 19, 2001.
II-3
L. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 22, 2001.
M. Incorporated by reference to the Registrant's quarterly report on Form
10-Q filed on May 15, 2000 for the quarterly period ended March 31,
2000.
N. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 33-87296) filed on December 13, 1994.
O. Incorporated by reference to the Registrant's registration statement on
Form S-4 filed on December 19, 2001.
Q. Incorporated by reference to the Registrant's current report on Form
8-K filed on January 19, 2000 and amended on February 14, 2000.
R. Incorporated by reference to the Registrant's current report on Form
8-K filed on May 29, 2001.
S. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
T. Incorporated by reference to the Registrant's current report on Form
8-K filed on March 1, 2002.
AA. Incorporated by reference to the Registrant's annual report on Form
10-K for the fiscal year ended September 30, 2001.
BB. Incorporated by reference by reference to the Company's current report
on Form 8-K filed on August 7, 1997.
** In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, reference is made to the documents previously filed with the Securities
and Exchange Commission, which documents are hereby incorporated by reference.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, pursuant to Item 15 above, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby further undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act; (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement and (iii)
to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided however, that clauses (i) and
(ii) do not apply if the information required to be included
in a post-effective amendment by such clauses is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated herein by reference.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chelmsford, Commonwealth
of Massachusetts, on the 15th day of March, 2002.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
----------------------
Robert J. Therrien
Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert J. Therrien Director, Chief Executive Officer March 15, 2002
------------------------- and President (Principal
Robert J. Therrien Executive Officer)
/s/ Ellen B. Richstone Senior Vice President Finance and March 15, 2002
------------------------- Administration and Chief Financial
Ellen B. Richstone Officer (Principal Financial Officer)
/s/ Steven E. Hebert Principal Accounting Officer March 15, 2002
-------------------------
Steven E. Hebert
* Director March 15, 2002
-------------------------
Roger D. Emerick
* Director March 15, 2002
-------------------------
Amin J. Khoury
* Director March 15, 2002
-------------------------
Juergen Giessmann
* Director March 15, 2002
-------------------------
Joseph R. Martin
By: /s/ Ellen B. Richstone
--------------------------
Ellen B. Richstone
Attorney-in-fact
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE REFERENCE
------ ----- ---------
2.01 Agreement and Plan of Merger dated September 21, 1998 relating A**
to the combination of FASTech Integration, Inc. with the
Registrant.
2.02 Stock for Cash Purchase Agreement dated March 31, 1999 B**
relating to the acquisition of Hanyon Tech. Co., Ltd. by the
Registrant.
2.03 Assets for Cash Purchase Agreement dated June 23, C**
1999 relating to the acquisition of substantially
all the assets of Domain Manufacturing Corporation and its
Subsidiary Domain Manufacturing SARL by the Registrant.
2.04 Agreement and Plan of Merger dated July 7, 1999 relating to D**
the combination of Smart Machines Inc. with the Registrant.
2.05 Master Purchase Agreement dated September 9, 1999 E**
relating to the acquisition of substantially all
of the assets of the Infab Division of Jenoptik
by the Registrant.
2.06 Agreement and Plan of Merger dated January 6, 2000 relating F**
to the combination of AutoSimulations, Inc. and Auto-Soft
Corporation with the Registrant.
2.07 Interests for Stock Purchase Agreement dated May G**
5, 2000 relating to the acquisition of Irvine
Optical Company LLC by the Registrant, as
amended.
2.08 Stock Purchase Agreement dated as of February 16, 2001 H**
relating to the acquisition of SEMY Engineering, Inc. by the
Registrant.
2.09 Asset Purchase Agreement dated June 26, 2001 I**
relating to the acquisition of assets of
the e-diagnostic infrastructure of KLA-Tencor
Corporation and its subsidiary KLA-Tencor
Technologies Corporation.
2.10 Agreement and Plan of Merger dated June 27, 2001 relating to J**
the combination of Progressive Technologies Inc. with the
Registrant.
2.11 Asset Purchase Agreement dated October 5, 2001 relating to K**
the acquisition of substantially all of the assets of General
Precision, Inc. and GPI-Mostek, Inc. by the Registrant.
2.12 Share Purchase Agreement dated October 9, 2001 relating to L**
the acquisition of Tec-Sem AG by the Registrant.
2.13 Amended and Restated Agreement and Plan of Merger relating to O**
the acquisition of PRI Automation, Inc. by the Registrant.
II-7
4.01 Specimen Certificate for shares of the Registrant's common stock. N**
4.02 Description of Capital Stock (contained in the Certificate of M**
Incorporation of the Registrant).
4.03 Rights Agreement dated July 23, 1997. BB**
4.04 Amendment to Rights Agreement between the Registrant and Bank AA**
Boston, N.A. as Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. AA**
4.06 Shareholders Agreement dated January 6, 2000 by and among the Q**
Registrant, Daifuku America Corporation and Daifuku Co., Ltd.
4.07 Stockholders Agreement dated September 30, 1999 by and among the E**
Registrant, Jenoptik AG, M+W Zander Holding GmbH and Robert J.
Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant and R**
State Street Bank and Trust Company (as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 R**
among the Registrant and Credit Suisse First
Boston Corporation and SG Cowen Securities
Corporation (as representatives of several
purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of R**
the Registrant in the principal amount of
$175,000,000 dated as of May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the S**
acquisition of CCS Technology, Inc. by the Registrant.
4.12 Asset Purchase Agreement dated February 15, 2002 relating to the T**
acquisition of substantially all of the assets of Intelligent
Automation Systems, Inc., Intelligent Automation Systems, Inc.
Trust and IAS Products, Inc. by the Registrant.
5.01 Opinion of Brown, Rudnick, Freed & Gesmer. Filed previously
23.01 Consent of Brown Rudnick Freed & Gesmer (contained in Filed previously
Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP (Independent accountants Filed herewith
for the Registrant).
23.03 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.04 Consent of PricewaterhouseCoopers LLP (Independent accountants Filed herewith
for General Precision, Inc.)
24.01 Power of Attorney. Filed previously
----------
A. Incorporated by reference to the Registrant's registration statement on
Form S-4 (Registration No. 333-64037) filed on September 23, 1998.
B. Incorporated by reference to the Registrant's current report on Form
8-K filed on May 6, 1999.
C. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 14, 1999.
II-8
D. Incorporated by reference to the Registrant's current report on Form
8-K filed on September 15, 1999, and amended on September 29, 2000
E. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 15, 1999.
F. Incorporated by reference to the Registrant's current report on Form
8-K filed on January 19, 2000.
G. Incorporated by reference to the Registrant's registration statement on
Form S-3 (Registration No. 333-42620) filed on July 31, 2000.
H. Incorporated by reference to the Registrant's current report on Form
8-K filed on March 1, 2001.
I. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 9, 2001.
J. Incorporated by reference to the Registrant's current report on Form
8-K filed on July 24, 2001.
K. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 19, 2001.
L. Incorporated by reference to the Registrant's current report on Form
8-K filed on October 22, 2001.
M. Incorporated by reference to the Registrant's quarterly report on Form
10-Q filed on May 15, 2000 for the quarterly period ended March 31,
2000.
N. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 33-87296) filed on December 13, 1994.
O. Incorporated by reference to the Registrant's registration statement on
Form S-4 filed on December 19, 2001.
Q. Incorporated by reference to the Registrant's current report on Form
8-K filed on January 19, 2000 and amended on February 14, 2000.
R. Incorporated by reference to the Registrant's current report on Form
8-K filed on May 29, 2001.
S. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
T. Incorporated by reference to the Registrant's current report on Form
8-K filed on March 1, 2002.
AA. Incorporated by reference to the Registrant's annual report on Form
10-K for the fiscal year ended September 30, 2001.
BB. Incorporated by reference by reference to the Company's current report
on Form 8-K filed on August 7, 1997.
----
** In accordance with Rule 12b-32 under the Securities Exchange Act of
1934, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission, which documents are hereby
incorporated by reference.
II-9