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): July 27, 2011 (July 25, 2011)
Brooks Automation, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-25434
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04-3040660 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 15 Elizabeth Drive, Chelmsford, MA
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01824 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (978) 262-2400
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 25, 2011, Brooks Automation, Inc. (the “Company” or “Brooks”) entered into a definitive
Agreement and Plan of Merger (the “Merger Agreement”) with Nexus Biosystems, Inc., a Delaware
corporation (“Nexus”), Spurs Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary
of Brooks (“Transitory Subsidiary”) and Telegraph Hill Partners Management Company LLC, solely in
its capacity as representative to certain equity holders of Nexus. Pursuant to the terms of the
Merger Agreement, Transitory Subsidiary merged with and into Nexus and Nexus became a wholly-owned
subsidiary of Brooks (the “Merger”). The Merger was consummated on July 25, 2011. Nexus is a
provider of automated sample management solutions for pharmaceuticals, biotech, biorepository,
agrichemical, forensic and research institutions worldwide.
The
Company paid, in cash, an aggregate merger consideration of $79,000,000 plus an amount equal to the unrestricted
cash of Nexus and its subsidiaries at the closing in the amount of
$6,755,319.40. The liabilities of Nexus at the time of the closing
included a $6,000,000 obligation payable to former owners of a
business acquired by Nexus in 2010, which was paid by the Company on
Nexus' behalf at the time of closing.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, reference to the
Merger Agreement. A copy of the Merger Agreement is attached as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On July 25, 2011, Brooks issued a press release announcing entry into the Merger Agreement and
consummation of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company’s unaudited pro forma condensed consolidated financial statements and the required
financial statements of Nexus will be filed by amendment to this Current Report on Form 8-K on or
prior to October 10, 2011.
(d) See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein
by reference.
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