Stock option woes: Brooks restates $64M, cites former exec misdeeds

August 1, 2006 – Brooks Automation Inc., Chelmsford, MA, says it is restating financial statements for fiscal years 1996-2005 to the tune of $64.5 million, to record additional noncash, pre-tax stock-based compensation expenses, related to past stock option grants. The company also says it will record a $1.8 million income tax benefit related to those charges.

Brooks also indicated that former CEO Robert Therrien exercised options in Nov. 1999 that actually expired in August of that year, which was previously disclosed as a loan. Three directors, including Therrien, signed a ratification document to authorize the purchase of 225,000 shares, at a price of $2.43 (totaling $560,000), vs. the actual market value of about $28/share (totaling more than $6.3 million). None of the three execs are still with the company — Amin Khoury and Roger Emerick resigned in May, while Therrien stepped down in 2004.

In an SEC filing, the company stated that a special committee investigation determined “that Mr. Therrien misrepresented the facts of the loan and the ratification document described above was false,” and in fact “there were no discussions concerning a loan in June 1999.” Brooks is already under investigation by the SEC as part of a wide-ranging probe into the timing of stock-option grants, also called “backdating.”


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