================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April, 28, 2006
BROOKS AUTOMATION, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission file number: 0-25434
Delaware 04-3040660
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Elizabeth Drive, Chelmsford, MA 01824
-----------------------------------------------------
(Address of principal executive offices and Zip Code)
978-262-2400
----------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 2.02 Results of Operations and Financial Condition
On May 2, 2006, Brooks Automation, Inc. announced via press release
its financial results for the fiscal first quarter ended March 31, 2006. A copy
of the press release is attached hereto.
Limitation on Incorporation by Reference. The information furnished in this Item
2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical
information contained in this press release attached as an exhibit hereto, the
press release contains forward-looking statements which involve certain risks
and uncertainties that could cause actual results to differ materially from
those expressed or implied by these statements. Please refer to the cautionary
note in the press release regarding these forward-looking statements.
Item 8.01 Other Events.
On April 28, 2006 the Company entered into a settlement agreement with
Information Technology Innovation LLC ("ITI") and other parties settling
disputes that were the subject of patent litigation in the United States
District Court for the Northern District of Illinois involving Brooks
Automation, ITI, Freescale Semiconductor, Inc, Motorola, Inc and Intel
Corporation. In exchange for a cash payment, the settlement affords a license,
releases and covenants not to sue to Brooks Automation, the other parties named
above, and all users of certain Brooks Automation factory modeling software
products such as the "Autosched" product.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release of May 2, 2006 of Brooks Automation, Inc. (the "Company")
announcing its financial results for the fiscal first quarter ended March 31,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BROOKS AUTOMATION, INC.
By: /s/ Robert W. Woodbury
-------------------------
Name: Robert W. Woodbury
Title: Senior Vice President and
Chief Financial Officer
Date: May 2, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------
*99.1 Brooks Automation, Inc. press release of May 2, 2006.
----------
*Furnished herewith.