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) January 27, 2004
Brooks Automation, Inc.
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25434 04-3040660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA 01824
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(Address of Principal Executive Offices) (Zip Code)
(978) 262 2400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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99.1 Transcript of conference call held on January 27, 2004
discussing the financial results of Brooks Automation,
Inc. for the first quarter ended December 31, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 27, 2004, the Company held a conference call to discuss its
financial results for the first quarter ended December 31, 2003. A copy of the
transcript of this conference call is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by reference. On January 27, 2004, the
Company issued a press release announcing its results for the first quarter
ended December 31, 2003 and furnished this release as Exhibit 99.1 to a Form 8-K
submitted to the SEC on January 27, 2004.
LIMITATION ON INCORPORATION BY REFERENCE. The information furnished in this
Item 12 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 the transcript attached as an exhibit hereto, the
transcript may contain forward-looking statements made under Section 21E of the
Securities Exchange Act of 1934. These statements are neither promises nor
guarantees but involve risks and uncertainties, both known and unknown, that
could cause Brooks' financial and business results to differ materially from our
expectations. They are based on the facts known to management at the time they
are made. These forward-looking statements include statements regarding our
revenue and profit and loss expectations, our future business strategy and
market opportunities, improvements in our business, level of capital
expenditures and bookings expectations in the semiconductor industry, demand for
our products, and the outlook of the general economy and the semiconductor
industry. Factors that could cause results to differ from our expectations
include the following: our dependence on the cyclical semiconductor industry;
the possibility of further or future downturns in market demand for electronics;
the possibility that any upturn in market demand for electronics will not be
sustained; our possible inability to meet increased demand for our products due
to difficulties in obtaining components and materials from our suppliers in
required quantities and of required quality; the highly competitive nature and
rapid technological change that characterizes the industries in which we
compete; decisions by customers to cancel or defer orders that previously had
been accepted; decisions by customers to reject the products we ship to them;
the possibility that we may not be able to fulfill customer orders within a
period of time acceptable to them; the fact that design-in wins do not
necessarily translate to significant revenue; the timing and effectiveness of
restructuring, cost-cutting and expense control measures; intense price
competition; possible disputes concerning intellectual property; continuing
uncertainties in global political and economic conditions; and other factors and
other risks that we have described in our filings with the Securities and
Exchange Commission, including but not limited to Brooks' Annual Report on Form
10-K and our quarterly reports on Form 10-Q. As a result we can provide no
assurance that our future results will not be materially different from those
projected. Brooks expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statement to reflect any change in
our expectations or any change in events, conditions or circumstances on which
any such statement is based. Brooks undertakes no obligation to update the
information contained in the transcript.
SIGNATURE
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.
Dated: February 3, 2004 BROOKS AUTOMATION, INC.
By: /s/ Thomas S. Grilk
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Thomas S. Grilk, Senior Vice
President and General Counsel
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Transcript of conference call held on January 27, 2004 discussing
the financial results of Brooks Automation, Inc. for the first
quarter ended December 31, 2003.