UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)
BROOKS AUTOMATION, INC. (BRKS)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
114340102
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
360-604-8600
-------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 2005
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: |_|
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
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
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,269,556 common shares (2.8%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,269,556
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,156 shares (5.7%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Retirement Fund, L.P. (David Nierenberg is president of the
General Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
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
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
394,700 common shares (0.87%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 394,700
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,156 shares (5.7%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Children's Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
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
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
94,900 common shares (0.21%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 94,900
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,156 shares (5.7%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Offshore Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
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
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
617,650 common shares (1.36%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 617,650
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,156 shares (5.7%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Bulldog Fund, L.P. (David Nierenberg is
president of the General Partner, which is Nierenberg
Investment Management Company.)
--------------------------------------------------------------------------------
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
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
194,350 common shares (0.43%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 194,350
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,156 shares (5.7%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
Item 1. Security and Issuer.
Common stock in BROOKS AUTOMATION, INC. (BRKS) 15 Elizabeth Drive,
Chelmsford, MA 01824-4111.
Item 2. Identity and Background.
The D3 Family Fund, L.P. is a Washington State limited partnership,
whose principal business is investing in the equities of public
micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington
98607. No convictions or administrative proceedings as described in 2
(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Item 4. Purpose of Transaction
Because we enthusiastically support BRKS acquisition of HELX, we
acquired additional shares of BRKS. Not only has BRKS characterized the
financial impact of this acquisition as "significantly accretive"
(language which has real meaning at a time when lawyers agonize over
every word in a press release), we also believe the acquisition will
bring several important strategic and operating benefits to the combined
company:
o The combined companies will control 51% and potentially up to 66% of
the value added content of the vacuum robotic systems they will
manufacture, a large enough share of the value added to enable them to
offer meaningful savings to Tier 1 semi-conductor capital equipment
OEM's who are considering outsourcing their vacuum robotics systems to
BRKS. We believe this acquisition will create a company with enough
capability and scale to accelerate this outsourcing process.
o HELX's field service capabilities will enable BRKS to more rapidly
grow this profitable, stable source of recurring revenue.
o We believe the overall management of the combined company will be
strengthened through the merger, with BRKS bringing strong financial
management and HELX strong operating and global manufacturing
management.
o Because the combined company will be one of the largest semiconductor
capital equipment subsystems suppliers, we hope shareholders might enjoy
greater liquidity and higher valuations.
7
o Finally, we observed at Semicon West this week that the two CEO's of
the companies already work very well together. We think the risk of
friction is exceptionally low, both because the business lines are
complementary and because of the flexible, accommodating personalities
of the two CEO's.
Item 5. Interest in Securities of the Issuer.
(a,b) The D3 Family Fund, L.P. owns and has sole voting and dispositive
power over 1,269,556 common shares of BRKS.
(c) Date Shares Bought Price
------- ------------- -----
7/11/05 90,300 14.66
7/14/05 123,700 15.39
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
July 15, 2005 /s/ DAVID NIERENBERG
----------------------------------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3 Family
Fund, L.P
8
Item 1. Security and Issuer.
Common stock in BROOKS AUTOMATION, INC. (BRKS) 15 Elizabeth Drive,
Chelmsford, MA 01824-4111.
Item 2. Identity and Background.
The D3 Family Retirement Fund, L.P. is a Washington State limited
partnership, whose principal Business is investing in the equities of
public micro-cap issuers. Located at 19605 N.E. 8th St., Camas,
Washington 98607. No convictions or administrative proceedings as
described in 2 (d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Item 4. Purpose of Transaction
Because we enthusiastically support BRKS acquisition of HELX, we
acquired additional shares of BRKS. Not only has BRKS characterized the
financial impact of this acquisition as "significantly accretive"
(language which has real meaning at a time when lawyers agonize over
every word in a press release), we also believe the acquisition will
bring several important strategic and operating benefits to the combined
company:
o The combined companies will control 51% and potentially up to 66% of
the value added content of the vacuum robotic systems they will
manufacture, a large enough share of the value added to enable them to
offer meaningful savings to Tier 1 semi-conductor capital equipment
OEM's who are considering outsourcing their vacuum robotics systems to
BRKS. We believe this acquisition will create a company with enough
capability and scale to accelerate this outsourcing process.
o HELX's field service capabilities will enable BRKS to more rapidly
grow this profitable, stable source of recurring revenue.
o We believe the overall management of the combined company will be
strengthened through the merger, with BRKS bringing strong financial
management and HELX strong operating and global manufacturing
management.
o Because the combined company will be one of the largest semiconductor
capital equipment subsystems suppliers, we hope shareholders might enjoy
greater liquidity and higher valuations.
9
o Finally, we observed at Semicon West this week that the two CEO's of
the companies already work very well together. We think the risk of
friction is exceptionally low, both because the business lines are
complementary and because of the flexible, accommodating personalities
of the two CEO's.
Item 5. Interest in Securities of the Issuer.
(a,b) The D3 Family Retirement Fund, L.P. owns and has sole voting and
dispositive power over 394,700 common shares of BRKS.
(c) Date Shares Bought Price
------- ------------- -----
7/11/05 21,900 14.66
7/14/05 39,300 15.39
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 15, 2005 /s/ DAVID NIERENBERG
Date ------------------------------------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of the D3 Family
Retirement Fund, L.P.
10
Item 1. Security and Issuer.
Common stock in BROOKS AUTOMATION, INC. (BRKS) 15 Elizabeth Drive,
Chelmsford, MA 01824-4111.
Item 2. Identity and Background.
The D3 Children's Fund, L.P. is a Washington State limited partnership,
whose principal business is investing in the equities of public
micro-cap Issuers. Located at 19605 N.E. 8th St., Camas,Washington
98607. No convictions or administrative proceedings as described in 2
(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Item 4. Purpose of Transaction
Because we enthusiastically support BRKS acquisition of HELX, we
acquired additional shares of BRKS. Not only has BRKS characterized the
financial impact of this acquisition as "significantly accretive"
(language which has real meaning at a time when lawyers agonize over
every word in a press release), we also believe the acquisition will
bring several important strategic and operating benefits to the combined
company:
o The combined companies will control 51% and potentially up to 66% of
the value added content of the vacuum robotic systems they will
manufacture, a large enough share of the value added to enable them to
offer meaningful savings to Tier 1 semi-conductor capital equipment
OEM's who are considering outsourcing their vacuum robotics systems to
BRKS. We believe this acquisition will create a company with enough
capability and scale to accelerate this outsourcing process.
o HELX's field service capabilities will enable BRKS to more rapidly
grow this profitable, stable source of recurring revenue.
o We believe the overall management of the combined company will be
strengthened through the merger, with BRKS bringing strong financial
management and HELX strong operating and global manufacturing
management.
o Because the combined company will be one of the largest semiconductor
capital equipment subsystems suppliers, we hope shareholders might enjoy
greater liquidity and higher valuations.
o Finally, we observed at Semicon West this week that the two CEO's of
the companies already work very well together. We think the risk of
11
friction is exceptionally low, both because the business lines are
complementary and because of the flexible, accommodating personalities
of the two CEO's.
Item 5. Interest in Securities of the Issuer.
(a,b) The D3 Children's Fund, L.P. owns and has sole voting and
dispositive power over 94,900 common shares of BRKS.
(c) Date Shares Bought Price
------- ------------- -----
6/15/05 1,000 15.64
7/11/05 14,000 14.66
7/14/05 9,500 15.39
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
July 15, 2005 /s/ DAVID NIERENBERG
------------------------------------------
David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner of
The D3 Children's Fund, L.P.
12
Item 1. Security and Issuer.
Common stock in BROOKS AUTOMATION, INC. (BRKS) 15 Elizabeth Drive,
Chelmsford, MA 01824-4111.
Item 2. Identity and Background.
The D3 Offshore Fund, L.P. is a Washington State limited partnership,
whose principal business is investing in the equities of public
micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington
98607. No convictions or administrative proceedings as described in 2
(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Item 4. Purpose of Transaction
Because we enthusiastically support BRKS acquisition of HELX, we
acquired additional shares of BRKS. Not only has BRKS characterized the
financial impact of this acquisition as "significantly accretive"
(language which has real meaning at a time when lawyers agonize over
every word in a press release), we also believe the acquisition will
bring several important strategic and operating benefits to the combined
company:
o The combined companies will control 51% and potentially up to 66% of
the value added content of the vacuum robotic systems they will
manufacture, a large enough share of the value added to enable them to
offer meaningful savings to Tier 1 semi-conductor capital equipment
OEM's who are considering outsourcing their vacuum robotics systems to
BRKS. We believe this acquisition will create a company with enough
capability and scale to accelerate this outsourcing process.
o HELX's field service capabilities will enable BRKS to more rapidly
grow this profitable, stable source of recurring revenue.
o We believe the overall management of the combined company will be
strengthened through the merger, with BRKS bringing strong financial
management and HELX strong operating and global manufacturing
management.
o Because the combined company will be one of the largest semiconductor
capital equipment subsystems suppliers, we hope shareholders might enjoy
greater liquidity and higher valuations.
o Finally, we observed at Semicon West this week that the two CEO's of
the companies already work very well together. We think the risk of
13
friction is exceptionally low, both because the business lines are
complementary and because of the flexible, accommodating personalities
of the two CEO's.
Item 5. Interest in Securities of the Issuer.
(a,b) The D3 Offshore Fund, L.P. owns and has sole voting and
dispositive power over 617,650 common shares of BRKS.
(c) Date Shares Bought Price
------- ------------- -----
5/18/05 40,000 14.29
5/23/05 30,000 14.42
5/24/05 5,700 14.38
5/25/05 7,000 14.28
6/1/05 10,000 15.38
6/2/05 10,000 15.62
6/3/05 25,000 15.29
6/6/05 43,500 15.05
6/7/05 20,000 15.22
6/8/05 15,000 15.29
6/9/05 5,000 15.36
6/13/05 10,000 15.73
6/14/05 22,000 15.74
6/15/05 4,400 15.62
6/24/05 10,000 15.33
7/11/05 102,300 14.66
7/14/05 58,750 15.39
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
July 15, 2005 /s/ DAVID NIERENBERG
--------------------
David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner of
the D3 Offshore Fund, L.P.
14
Item 1. Security and Issuer.
Common stock in BROOKS AUTOMATION, INC. (BRKS) 15 Elizabeth Drive,
Chelmsford, MA 01824-4111.
Item 2. Identity and Background.
The D3 Family Bulldog Fund, L.P. is a Washington State limited
partnership, whose principal business is investing in the equities of
public micro-cap issuers. Located at 19605 N.E. 8th St.,
Camas,Washington 98607. No convictions or administrative proceedings as
described in 2 (d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Item 4. Purpose of Transaction
Because we enthusiastically support BRKS acquisition of HELX, we
acquired additional shares of BRKS. Not only has BRKS characterized the
financial impact of this acquisition as "significantly accretive"
(language which has real meaning at a time when lawyers agonize over
every word in a press release), we also believe the acquisition will
bring several important strategic and operating benefits to the combined
company:
o The combined companies will control 51% and potentially up to 66% of
the value added content of the vacuum robotic systems they will
manufacture, a large enough share of the value added to enable them to
offer meaningful savings to Tier 1 semi-conductor capital equipment
OEM's who are considering outsourcing their vacuum robotics systems to
BRKS. We believe this acquisition will create a company with enough
capability and scale to accelerate this outsourcing process.
o HELX's field service capabilities will enable BRKS to more rapidly
grow this profitable, stable source of recurring revenue.
o We believe the overall management of the combined company will be
strengthened through the merger, with BRKS bringing strong financial
management and HELX strong operating and global manufacturing
management.
o Because the combined company will be one of the largest semiconductor
capital equipment subsystems suppliers, we hope shareholders might enjoy
greater liquidity and higher valuations.
15
o Finally, we observed at Semicon West this week that the two CEO's of
the companies already work very well together. We think the risk of
friction is exceptionally low, both because the business lines are
complementary and because of the flexible, accommodating personalities
of the two CEO's.
Item 5. Interest in Securities of the Issuer.
(a,b) The D3 Family Bulldog Fund, L.P. owns and has sole voting and
dispositive power over 194,350 common shares of BRKS.
(c) Date Shares Bought Price
------- ------------- -----
6/14/05 18,000 15.74
7/11/05 20,800 14.66
7/14/05 18,750 15.39
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
July 15, 2005 /s/ DAVID NIERENBERG
------------------------------------------
David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner of
The D3 Family Bulldog Fund, L.P.
16