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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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BROOKS AUTOMATION, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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114340 10 2
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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ROBERT J. THERRIEN
CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
(978) 262-2400
(Name, address and telephone number of person
authorized to receive notices and
communications on behalf of filing person)
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COPIES TO:
LAWRENCE M. LEVY, ESQ.
BROWN RUDNICK BERLACK ISRAELS LLP
ONE FINANCIAL CENTER
BOSTON, MA 02111
(617) 856-8200
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$22,387,500 $1,811.15
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 6,375,954 shares of common stock of Brooks
Automation, Inc. having an aggregate value of $22,387,500 as of January 29,
2003 will be exchanged and/or cancelled pursuant to this offer. The
aggregate value of such options was calculated based on the Black-Scholes
option pricing model. The amount of the filing fee, calculated in
accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as
amended, equals $80.90 per each $1 million of the value of the transaction.
** Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $1,811.15.
Form or Registration No.: Schedule TO.
Filing party: Brooks Automation, Inc.
Date filed: March 13, 2003.
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO filed by Brooks Automation, Inc. ("Brooks") with the Securities and
Exchange Commission on March 13, 2003, relating to Brooks' offer to exchange
certain outstanding options to purchase shares of Brooks' common stock held by
eligible employees for new options to purchase shares of Brooks' common stock,
as previously amended.
This Amendment No. 5 amends the Schedule TO in order to report the final
results of the Offer to Exchange.
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Item 4 to Brooks Schedule TO is amended and supplemented to add the
following paragraph immediately after the first paragraph in Item 4(a):
ITEM 4. TERMS OF THE TRANSACTION.
The Offer to Exchange expired at 6 p.m., Eastern Daylight Time, on April
11, 2003. Persons who elected to participate in the Offer to Exchange tendered
an aggregate of approximately 2,526,000 options to purchase Brooks' common stock
in return for promises to grant up to approximately 1,407,000 options to
purchase Brooks' common stock subject to the terms and conditions described in
the Offer to Exchange on or soon after October 14, 2003.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to the Schedule TO is true,
complete and correct.
BROOKS AUTOMATION, INC.
/s/ Lynda M. Avallone
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Lynda M. Avallone
Vice President, Corporate Treasurer
Date: April 15, 2003
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) * Offer to Exchange, dated March 13, 2003.
(a)(2) * Memorandum from Robert J. Therrien, Chief Executive Officer of
the Company, dated March 13, 2003.
(a)(3) * Frequently Asked Questions.
(a)(4) * Election Form.
(a)(5) * Notice to Withdraw from the Offer.
(a)(6) * Brooks Automation, Inc. Annual Report on Form 10-K for its
fiscal year ended September 30, 2002, filed with the Securities
and Exchange Commission on December 30, 2002 and incorporated
herein by reference.
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EXHIBIT
NUMBER DESCRIPTION
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(a)(7) * Brooks Automation, Inc. Quarterly Report on Form 10-Q for its
quarter ended December 31, 2002, filed with the Securities and
Exchange Commission on February 14, 2003 and incorporated
herein by reference.
(d)(1) * Stockholder Agreement dated September 30, 1999 by and among
the Company, Jenoptik AG, M&W Zander Holding GmbH and Robert J.
Therrien relating to the acquisition of substantially all of
the assets of the Infab Division of Jenoptik AG by the Company,
incorporated herein by reference to the Company's current
report on Form 8-K filed with the Securities Exchange
Commission on October 15, 1999.
(d)(2) * Transitional Services Agreement dated September 30, 1999
between the Company and Jenoptik AG relating to the Company's
German manufacturing facility, incorporated herein by reference
to Exhibit 10.33 of the Company's Annual Report on Form 10-K
filed with the Securities Exchange Commission on December 29,
1999 for the fiscal year ended September 30, 1999.
(d)(3) + Brooks Automation, Inc. 1998 Employee Equity Incentive Plan.
(d)(4) * Brooks Automation, Inc. 2000 Combination Stock Option Plan.
(d)(5) + Reminder Notice to Employees, dated March 21, 2003.
(d)(6) ++ Reminder Notice to Employees, dated March 27, 2003.
(d)(7) ++ Supplement to the Offer to Exchange, dated March 27, 2003.
(d)(8) +++ Reminder Notice to Employees, dated April 8, 2003.
* Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on March 13, 2003.
+ Previously filed as an exhibit to the Amendment No. 1 to Schedule TO filed
with the Securities and Exchange Commission on March 21, 2003.
++ Previously filed as an exhibit to the Amendment No. 2 to Schedule TO filed
with the Securities and Exchange Commission on March 27, 2003.
+++ Previously filed as an exhibit to the Amendment No. 4 to Schedule TO filed
with the Securities and Exchange Commission on April 8, 2003.
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