Business Context and Reporting Period
This Form 8-K Current Report was filed by Brooks Automation, Inc. on March 1, 2001, reporting an event that occurred on February 16, 2001. The filing details the acquisition of SEMY Engineering, Inc., a provider of advanced process and equipment control systems for the semiconductor industry headquartered in Arizona.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels for the reporting period. The primary financial data relates to the acquisition consideration:
- Cash Consideration: $36 million (subject to adjustment).
- Stock Consideration: 73,243 shares of Brooks Automation, Inc. common stock.
- Registration Obligation: Brooks agreed to file a Form S-3 registration statement within 15 days of the acquisition (no later than 30 days) to register the shares issued to Semitool, Inc.
Material Changes and Agreements
The material change reported is the acquisition of all issued and outstanding capital stock of SEMY Engineering, Inc. from Semitool, Inc. Key terms include:
- OEM Agreement: A three-year Original Equipment Manufacturer agreement was established where SEMY will sell certain products to Semitool for resale to end-users.
- Pricing Protection: Until December 31, 2002, SEMY agreed to adjust terms to ensure Semitool receives pricing at least as favorable as any other customer.
- Relationship Status: Prior to this transaction, there were no material relationships between Brooks and Semitool or SEMY.
Guidance, Risks, and Contingencies
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard regulatory context. The transaction was the result of arm's length negotiations. The primary contingency noted is the adjustment of the $36 million cash consideration.
Investor Verification Checklist
- Verify the final adjusted cash consideration amount, as the initial $36 million is subject to adjustment.
- Confirm the effective date of the Form S-3 registration statement for the 73,243 shares issued to Semitool.
- Review the specific product list and pricing terms in the three-year OEM agreement filed as an exhibit.
- Check subsequent filings for the impact of this acquisition on Brooks Automation's consolidated financial statements.