8-K Q3'13
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): August 6, 2013
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 0-25434 | | 04-3040660 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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): |
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| ¨ | 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 August 8, 2013, Brooks Automation, Inc. (“Brooks” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1.
Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On August 6, 2013, Thomas R. Leitzke, the Company's Senior Vice President, Global Operations, notified the Company of his intention to retire. The Company and Mr. Leitzke have agreed in principle to the terms of, and are in the process of finalizing, a transition agreement pursuant to which Mr. Leitzke would remain in his role through September 30, 2013.
(c) On August 6, 2013, the Board of Directors of the Company appointed Mark D. Morelli as President. Mr. Morelli, 49, joined the Company in January 2012 and had served as Executive Vice President and Chief Operating Officer since that time. Mr. Morelli will continue to serve as the Company's Chief Operating Officer.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 | Press release issued on August 8, 2013 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.
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| | BROOKS AUTOMATION, INC. |
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| | /s/ Jason W. Joseph |
Date: August 8, 2013 | | Jason W. Joseph Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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EXHIBIT NUMBER | | DESCRIPTION OF EXHIBITS |
99.1 | | Press release issued on August 8, 2013 by Brooks Automation, Inc.
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