SEC Filing Summary: Brooks Automation, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report (Form 8-K) was filed by Brooks Automation, Inc. on July 12, 2001. The filing discloses a material corporate event: the acquisition of Progressive Technologies Inc. ("PTI"). The transaction was structured as a pooling of interests.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The primary financial metric disclosed is the equity consideration issued for the acquisition:
- Shares Issued: 715,004 shares of Brooks Automation common stock ("Brooks Shares").
- Escrow Arrangement: 71,502 shares were placed in escrow to secure indemnification obligations.
- Escrow Release Conditions: Shares will be released on the earlier of July 12, 2002, or the release of audited financial statements for the fiscal year ended September 30, 2001 (noted as September 31 in the source text).
Material Changes
The material change reported is the completion of the merger with PTI. The transaction was executed via arm's length negotiations, and the registrant had no material relationship with PTI prior to the deal. The shares were issued under the Section 4(2) exemption of the Securities Act of 1933.
Outlook, Risks, and Contingencies
Registration Obligations: Brooks Automation agreed to use reasonable efforts to file a Form S-3 registration statement for the Brooks Shares as soon as reasonably possible and to use commercially reasonable efforts to make it effective within 90 days of the acquisition.
Contingencies: The release of the 71,502 escrowed shares is contingent upon the absence of indemnification claims by Brooks Automation against PTI shareholders.
Investor Verification Checklist
- Verify the exact terms of the Agreement and Plan of Merger dated June 27, 2001 (filed as Exhibit 5.1).
- Confirm the timeline for the filing and effectiveness of the Form S-3 registration statement for the 715,004 shares.
- Monitor future filings for any indemnification claims that would affect the release of the 71,502 escrowed shares.
- Review subsequent 10-Q or 10-K filings for the pro forma financial impact of the pooling of interests.