8-K
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): November 5, 2015
(Exact Name of Registrant as Specified in Charter)
|
| | | | |
Delaware | | 0-25434 | | 04-3040660 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
|
| | |
15 Elizabeth Drive, Chelmsford, MA | | 01824 |
(Address of Principal Executive Offices) | | (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): |
| | |
| ¨ | 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 1.01. Entry into a Material Definitive Agreement
On November 5, 2015, Brooks Automation, Inc. (“Brooks” or the "Company"), announced that it had entered into a definitive agreement to acquire BioStorage Technologies, Inc. ("BioStorage"), a leading, global provider of comprehensive sample management programs and integrated cold chain solutions for the bioscience industry, headquartered in Indianapolis, Indiana. Pursuant to the agreement, the cash purchase price is approximately $127 million, subject to adjustments for working capital and other items at closing. The agreement contains customary representations, warranties and covenants of the parties and termination provisions. The acquisition is expected to close in December upon satisfaction of customary closing conditions, including regulatory approvals.
On November 5, 2015, Brooks issued a press release announcing entry into the agreement, 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.
(d) Exhibits
|
| |
99.1 | Press Release dated November 5, 2015, issued by Brooks Automation, Inc. |
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.
|
| | |
| | BROOKS AUTOMATION, INC. |
| | |
| | /s/ Jason W. Joseph |
Date: November 9, 2015 | | Jason W. Joseph Vice President, General Counsel and Secretary |
EXHIBIT INDEX
|
| |
Exhibit No. | Description |
99.1 | Press Release dated November 5, 2015, issued by Brooks Automation, Inc. |