UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
BROOKS AUTOMATION, INC. (BRKS)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
114340102
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(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Henry Lesser, Esq.
DLA Piper US LLP
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2007
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
CUSIP No.114340102
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7 SOLE VOTING POWER
849,215 Common Shares (1.2%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 849,215
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 849,215; for all reporting
persons as a group, 5,056,958 shares (7.2%)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No.114340102
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The DIII Offshore Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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7 SOLE VOTING POWER
1,131,718 Common Shares (1.6%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,131,718
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,131,718; for all reporting
persons as a group, 5,056,958 shares (7.2%)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No.114340102
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Bulldog Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7 SOLE VOTING POWER
2,997,525 Common Shares (4.3%)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,997,525
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,997,525; for all reporting
persons as a group, 5,056,958 shares (7.2%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No.114340102
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Canadian Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7 SOLE VOTING POWER
78,500 Common Shares (0.1%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 78,500
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 78,500; for all reporting
persons as a group, 5,056,958 shares (7.2%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP No.114340102
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Nierenberg Investment Management Company, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,056,958 Shares (7.2%)
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,056,958 Shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 5,056,958; for all reporting
persons as a group, 5,056,958 shares (7.2%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
CUSIP No.114340102
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Nierenberg Investment Management Offshore, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,131,718 Common Shares (1.6%)
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,131,718 Common Shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,131,718; for all reporting
persons as a group, 5,056,958 shares (7.2%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
CUSIP No.114340102
This Amendment No. 7 to Schedule 13D (this "Amendment") amends the
below-indicated items from the Schedule 13D previously filed by or on behalf of
the undersigned parties (the "Reporting Person"), as previously amended (the
"Schedule 13D"), by supplementing such Items with the information below:
Item 2. Identity and Background.
The Reporting Persons now include The D3 Family Canadian Fund, L.P., a
Washington State limited partnership ("D3 Family Canadian Fund") of which
Nierenberg Investment Management Company, Inc., a Reporting Person, is the
general partner.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of the funds used to make the purchases reported in Item
5 was $1,491,795 and the source of funds for purchases of Shares by each of the
D3 Funds (including D3 Family Canadian Fund), is the working capital of the
applicable Fund.
Item 4. Purpose of Transaction.
We are calling upon Brooks to commit to an immediate 10 million share
repurchase. Our request is made in a letter to CEO-elect Robert Lepofsky and
Board Chair Joseph R. Martin. This letter is attached to this filing.
The statements by the Reporting Persons in the above-referenced letter regarding
their investment in BRKS represent solely their own analyses and judgments,
based on publicly-available information and their own internal evaluation
thereof. Those statements are not intended, and should not be relied on, as
investment advice to any other investor or prospective investor. To the extent
those statements reflect assessments of possible future developments, those
assessments are inherently subject to the uncertainties associated with all
assessments of future events; actual developments may materially differ as a
result of circumstances affecting BRKS and/or extrinsic factors such as
developments in the company's industry and the economic environment. The
Reporting Persons reserve the right to change their internal evaluation of this
investment in the future, as well as to increase or decrease their investment
depending on their evaluation, and to discuss the company and their investment
in it with the directors and executive officers of the company and third
parties, without further amending the Schedule 13D except as required by
applicable rules.
8
Item 5. Interest in Securities of the Issuer.
(a, b) The Reporting Persons, in the aggregate, beneficially own 5,056,958
Shares, constituting approximately 7.2% of the outstanding Shares.
(c) During the past sixty (60) days, the following purchases of Shares
were made by D3 Family Funds in open market transactions:
Fund Trade Date Shares Bought Price
---- ---------- ------------- -----
D3 Family Canadian Fund LP 8/6/2007 5,000 16.00
D3 Family Canadian Fund LP 8/10/2007 73,500 13.51
D3 Family Bulldog Fund LP 8/10/2007 31,000 13.51
Item 7. Material to be filed as Exhibits
Exhibit 1 to this Amendment is the letter referred to in response to Item
4 of this Amendment.
Exhibit 2 to this Amendment is the Joint Filing Agreement among the
Reporting Persons dated August 3, 2007 pursuant to which all of the Reporting
Persons have authorized the filing of this Amendment as a group.
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in the Statement is true,
complete and correct.
D3 Family Fund, L.P., D3 Family Bulldog
Fund, L.P., and D3 Family Canadian
Fund, L.P.
By: Nierenberg Investment Management
Company, Inc.
Its: General Partner
September 26, 2007 By: /s/ David Nierenberg
------------------ -----------------------------------
David Nierenberg, President
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management
Offshore, Inc.
Its: General Partner
September 26, 2007 By: /s/ David Nierenberg
------------------ -----------------------------------
David Nierenberg, President
Nierenberg Investment Management
Company, Inc.
September 26, 2007 By: /s/ David Nierenberg
------------------ -----------------------------------
David Nierenberg, President
Nierenberg Investment Management
Offshore, Inc.
September 26, 2007 By: /s/ David Nierenberg
------------------ -----------------------------------
David Nierenberg, President
10
EXHIBIT 1
---------
THE D3 FAMILY FUNDS
September 25, 2007
Messrs. Robert Lepofsky and Joseph Martin
CEO- elect and Chairman of the Board
Brooks Automation
15 Elizabeth Drive
Chelmsford, MA 01824
Dear Bob and Joe:
We welcome Bob as Brooks' new CEO and congratulate the board on a wise
selection.
We believe that the strategic, operational, and financial actions taken under Ed
Grady's leadership have set the stage for Brooks to become an excellent company
and a very well performing stock.
As you set your agenda for the company as its new CEO, we urge you to use the
company's balance sheet assets shrewdly to maximize shareholder value. We
believe that the combination of continued share gains, product cost reduction,
and a strong commitment to a large, ongoing share repurchase program together
have the potential to quadruple Brooks' share price over the next four years. We
realize that this is an aggressive objective. But it also is a feasible
objective: we are convinced that Brooks has the capabilities to make this
happen. Other well managed public companies have used their business strategies
and balance sheet assets to attain comparable gains during the past five years:
LAM Research has done this in the semiconductor
capital equipment business and
McDonalds in a completely different one (with very shrewd use of its balance
sheet). We urge Brooks to commit immediately to a 10 million share repurchase
program, to be implemented through a 10b5-1 program linearly over the next
twelve months.
Unquestionably Brooks has the financial strength to repurchase 10 million
shares. Even though the company completed a $110 million share repurchase three
months ago, we estimate that by the end of this week Brooks will once again have
approximately $4 cash per share and zero debt. Beyond that, Brooks owns $45.942
million of land and buildings at book value, unencumbered by borrowing,
according to the company's most recent Form 10-Q. In addition, we believe that
the company has a reasonable prospect of recovering some of its legal expenses
for the Therrien matter from its insurance carriers. We believe that Bob
Woodbury and the operating team already have reduced Brooks' breakeven level
enough that Brooks should generate approximately $15-20 million in free cash
flow each average quarter. We recognize that your industry is in a cyclical
downturn right now, but we believe that offshore component sourcing,
manufacturing, and assembly should provide further significant potential to
reduce product costs and increase free cash flow.
11
In summary we anticipate that Brooks shortly will have approximately $4 in cash
per share plus approximately 65 cents per share more in real estate, and that
cash per share plus real estate plus potential legal expense recoveries could
total approximately $5.70 per share by the end of fiscal 2008. Brooks is neither
a bank nor an REIT. It is a rapidly growing operating company which generates
more cash than it needs.
Even after buying 10 million shares at current prices over the next 12 months,
Brooks would still have approximately $225 million in cash and its real estate
portfolio and still enjoy free operating cash flow. Thus if your growth strategy
for the company included additional acquisitions, to either extend your
geographic, product, or technology reach, Brooks would still have ample
resources with which to fund them. Nothing here is intended to reduce your
ability to grow the company. Our suggestions here are all about growing earnings
per share and boosting return on capital, which are to us the two primary
drivers of share valuation.
Brooks is a high earnings growth company. You don't enjoy a commensurate
multiple or valuation, but we believe that you are a 20% annual earnings growth
company. This inconsistency between your current market valuation and your
intrinsic value is what makes a large immediate repurchase program so timely and
powerful. We believe, and management has publicly corroborated this on the last
several earnings calls, that Brooks' average annual revenue growth rate over the
next five years should be approximately 12%, resulting from continued growth of
the semiconductor industry, continued substitution of merchant for captive
robotics, more sales of systems than components, the growth of Brooks' global
service business, penetration of the Japanese market through the Yaskawa joint
venture, and continued market share gains. This top line growth, when combined
with the gross margin improvements which management has projected, and assuming
continued good management of corporate costs, should enable Brooks to grow
(normally taxed) EPS at an average of approximately 20% per year over the next
five years. Finally, if the company were to make ongoing share repurchases over
the next five years so that its share count would shrink from 75 to 50 million,
Brooks' five year average EPS growth rate would rise to 30%. Instead of trading,
as Brooks does today, at a total enterprise value ratio of less than one times
forward revenues, we believe that Brooks after this repurchase program should
and would trade in the range of two to three times revenues, comparable with
valuations of the leading public companies in your industry. At this moment
Applied Materials, LAM Research, and KLA-Tencor trade at three times forward
revenues.
Very few companies enjoy the combination of organic growth, high market share,
balance sheet strength, and strong management that Brooks has today. Not many
companies have the potential to quadruple their share price over the next four
to five years. We are absolutely convinced that you do. The numbers tell the
story: We believe that Brooks can grow revenues from approximately $740 million
in fiscal 2007 to $1.2 billion in fiscal 2011. We believe that gross margin
dollars and net profit after tax would grow to $445 million and $157 million
(assuming a 35% income tax rate) respectively during the same period. Assuming a
51.5 million average share count during fiscal 2011, EPS would rise to $3.05.
Using an earnings multiple of 20 and a price to sales ratio of 2.5, the share
price would rise to $60-61, which is more than a quadrupling from Brooks'
current share price.
We suggest that, instead of repurchasing via a second Dutch Auction, Brooks
commit to a 10b5-1 program of ongoing automatic daily share repurchases. Ten
million shares can comfortably be
12
repurchased over the next twelve months at the rate of 40,000 shares per day.
This volume of repurchases should not distort your share price because your
daily trading volume now averages 1.16 million shares.
We hope you will make a 10 million share repurchase program one of your
immediate top priorities. We are not making this suggestion to facilitate our
exit from Brooks. We are not a short term investor. We hold our portfolio
investments for an average of seven years. During that long term hold we believe
that you can drive the share price from $14 to $60. We want to enjoy the full
ride with you.
Thanks for considering our point of view.
Sincerely yours,
/s/ David Nierenberg
Nierenberg Investment Management Company Inc.
19605 NE 8th Street
Camas, WA 98607
13
EXHIBIT 2
---------
JOINT FILING AGREEMENT (RESTATED)
---------------------------------
WHEREAS, the undersigned (collectively, the "Reporting Persons") from time
to time make filings with the Securities and Exchange Commission pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and
WHEREAS, the Reporting Persons prefer to make joint filings on behalf of
all Reporting Persons rather than individual filings on behalf of each of the
Reporting Persons;
NOW, THEREFORE, the undersigned hereby agree as follows with each of the
other Reporting Persons:
1. Each of the Reporting Persons is individually eligible to make joint
filings.
2. Each of the Reporting Persons is responsible for timely making joint
filings and any amendments thereto.
3. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such person contained in joint filings.
4. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning the other Reporting Persons contained in
joint filings, unless such person knows or has reason to believe that such
information is inaccurate.
5. This Joint Filing Agreement amends, restates and supersedes the Joint
Filing
Agreement dated July 24, 2006 by and among the undersigned, D3 Children's
Fund, L.P. and D3 Family Retirement Fund, L.P. but only as to those filings to
be made by all Reporting Persons.
14
6. The undersigned agree that each joint filing made on or after the date
hereof will be, and any amendment thereto will be, made on behalf of each of the
Reporting Persons.
D3 Family Fund, L.P., D3 Family Bulldog
Fund, L.P. and D3 Family Canadian
Fund, L.P.
By: Nierenberg Investment Management
Company, Inc.
Its: General Partner
August 3, 2007 By:
--------------------------------------
David Nierenberg, President
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management
Offshore, Inc.
Its: General Partner
August 3, 2007 By:
---------------------------------------
David Nierenberg, President
Nierenberg Investment Management
Company, Inc.
August 3, 2007 By:
---------------------------------------
David Nierenberg, President
Nierenberg Investment Management
Offshore, Inc.
August 3, 2007 By:
--------------------------------------
David Nierenberg, President
15
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