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Delaware
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04-3040660
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Title of Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per
Share(2)
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Proposed
Maximum Aggregate
Offering Price(2)
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Amount of
Registration
Fee(2)
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Common Stock, par value $0.01 per share
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1,250,000
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$21.61
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$27,012,500
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$3,131
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(1)
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The number of shares of common stock, par value $0.01 per share (“Common Stock”), of Brooks Automation, Inc. (the “Registrant”) stated above consists of an aggregate of 1,250,000 shares that may be issued under the Brooks Automation, Inc. 2017 Employee Stock Purchase Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.
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(2)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sale prices of the Common Stock on The NASDAQ Global Select Market on February 24, 2017.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii)
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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;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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BROOKS AUTOMATION, INC.
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By
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/s/ Stephen S. Schwartz
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Stephen S. Schwartz
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Stephen S. Schwartz
Stephen S. Schwartz
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President, Chief Executive Officer and Director (principal executive officer)
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February 28, 2017
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/s/ Lindon G. Robertson
Lindon G. Robertson
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Executive Vice President and Chief Financial Officer (principal financial officer)
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February 28, 2017
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/s/ David Pietrantoni
David Pietrantoni
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Vice President- Finance and Corporate Controller (principal accounting officer)
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February 28, 2017
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/s/ A. Clinton Allen
A. Clinton Allen
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Director
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February 28, 2017
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/s/ Robyn C. Davis
Robyn C. Davis
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Director
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February 28, 2017
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/s/ Joseph R. Martin
Joseph R. Martin
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Chairman of the Board
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February 28, 2017
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/s/ John K. McGillicuddy
John K. McGillicuddy
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Director
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February 28, 2017
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/s/ Krishna G. Palepu
Krishna G. Palepu
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Director
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February 28, 2017
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/s/ Kirk P. Pond
Kirk P. Pond
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Director
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February 28, 2017
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/s/ Alfred Woollacott, III
Alfred Woollacott, III
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Director
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February 28, 2017
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/s/ Mark S. Wrighton
Mark S. Wrighton
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Director
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February 28, 2017
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/s/ Ellen Zane
Ellen Zane
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Director
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February 28, 2017
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4.1
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Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.01 to the Registrant’s registration statement on Form S-3 (Reg. No. 333-189582), filed on June 25, 2013).
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4.2
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Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.01 to the Registrant’s current report on Form 8-K, filed on February 11, 2008).
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4.3
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Specimen Certificate for shares of the Registrant’s common stock (incorporated herein by reference to Exhibit 4.01 to the Registrant’s registration statement on Form S-3 (Reg. No. 333-88320), filed on May 15, 2002).
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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23.2
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Consent of BDO USA, LLP.
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23.3
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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99.1
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2017 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on February 13, 2017).
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One Financial Center
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com
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