content: <PAGE>   1
      As filed with the Securities and Exchange Commission on August 13, 2001
                                                        Registration No.
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
                               BROOKS AUTOMATION, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                DELAWARE                                     04-3040660
                --------                                     ----------
     (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                     Identification Number)
  
  
                      15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                               BROOKS AUTOMATION, INC.
          PROGRESSIVE TECHNOLOGIES INC. 1991 STOCK OPTION AND PURCHASE PLAN
          -----------------------------------------------------------------
                              (Full Title of the Plan)
  
              ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               BROOKS AUTOMATION, INC.
                                 15 ELIZABETH DRIVE
                                CHELMSFORD, MA 01824
                                --------------------
                       (Name and Address of Agent For Service)
  
                                   (978) 262-2400
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =============================================================================================================
                                                                       Proposed
                                                 Proposed              Maximum
  Title of                                       Maximum               Aggregate
  Securities to            Amount to             Offering Price        Offering              Amount of
  be Registered            be Registered         Per Share(1)          Price(1)              Registration fee
  -------------            -------------         ------------          --------              ----------------
  <S>                      <C>                   <C>                   <C>                    <C>
  Common Stock,            99,740 (2)            $1.61-$3.62           $191,684               $47.92
  $.01 par value           shares
  
  Preferred Share          99,740                -----                 -----                  -----
  Purchase Rights(3)
  =============================================================================================================
  </TABLE>
  
  (1)   Estimated solely for the purpose of determining the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
        the average high and low prices for the Registrant's common stock on the
        Nasdaq National Market on August 7, 2001. The offering prices are based
        upon the exercise prices for options previously granted by Progressive
        Technologies, Inc.
  
  (2)   Such presently indeterminable number of additional shares of common stock
        are registered hereunder as may be issued in the event of a merger,
        consolidation, reorganization, recapitalization, stock dividend, stock
        split, stock combination, or other similar changes in the common stock.
  
  (3)   On July 23, 1997, the Board of Directors of the Registrant declared a
        dividend of one preferred share purchase right for each share of common
        stock outstanding on August 21, 1997. The 99,740 rights registered by this
  
  
  <PAGE>   2
  
  
        Registration Statement represent one right that may be issued in
        connection with each share of common stock awarded under the Registrant's
        Progressive Technologies Inc. 1991 Stock Option and Stock Purchase Plan.
        Such presently indeterminable number of rights are also registered by this
        Registration Statement as may be issued in the event of a merger,
        consolidation, reorganization, recapitalization, stock dividend, stock
        split or other similar change in common stock. The rights are not
        separately transferable apart from the common stock, nor are they
        exercisable until the occurrence of certain events. Accordingly, no
        independent value has been attributed to the rights.
  
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents are hereby incorporated by reference into this
  Registration Statement:
  
       (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  September 30, 2000;
  
       (b) The Registrant's Quarterly Report on Form 10-Q for the three months
  ended December 31, 2000;
  
       (c) The Registrant's Quarterly Report on Form 10-Q for the three months
  ended March 31, 2001;
  
       (d) All other reports filed pursuant to 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") since the end of the fiscal year covered
  by the annual report referred to in (a) above;
  
       (e) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form 8-A (File No. 0-25434) filed under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act") including
  any amendment or report filed for the purpose of updating such description; and
  
       (f) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form S-1 (File No. 33-87296) filed under
  the 1933 Act.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed hereby incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Ninth of the Registrant's Certificate of Incorporation eliminates
  the personal liability of directors of the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty to the full extent permitted by
  Delaware law. Article VII of the Registrant's Bylaws provides that the
  Registrant may indemnify its officers and directors to the full extent permitted
  by the Delaware General Corporation Law. Section 145 of the Delaware General
  Corporation Law authorizes a corporation to indemnify directors, officers and
  employees unless such party has been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his action was in the best
  interest of the corporation. The Registrant also maintains directors and
  officers liability insurance.
  
                                        II-1
  <PAGE>   4
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
   EXHIBIT
   NUMBER                                  TITLE                                       REFERENCE
   -------                                 -----                                       ---------
  <S>          <C>                                                                        <C>
   4.02        Description of Capital Stock (contained in the Certificate
               of Incorporation, as amended, of the Registrant, filed as                   A*
               Exhibit 3.01 to the Registrant's Annual Report on Form 10-K).
  
   4.03        Rights Agreement, dated July 23, 1997.                                      B*
  
   4.04        Stockholder's Agreement between the Registrant and Daifuku America          C*
               Corporation dated January 6, 2000.
  
   4.05        Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander    D*
               Holding GmbH and Robert J. Therrien.
  
   4.06        Indenture dated as of May 23, 2001 between Brooks and State Street Bank     E*
               and Trust Company (as Trustee).
  
   4.07        Registration Rights Agreement dated May 23, 2001 among the
               Company and Credit Suisse First Boston Corporation and SG Cowen
               Securities Corporation (as representatives of several purchases).           E*
  
   4.08        4.75% Convertible Subordinated Note of the Company in the principal         E*
               amount of $175,000,000.00 dated as of May 23, 2001.
  
   4.09        Rights Agreement between the Registrant and Bank Boston, N.A.               F*
               as Rights Agent.
  
   4.10        Stock Purchase Agreement relating to the acquisition of CCS                 Filed
               Technology, Inc. by the Registrant.                                         herewith
  
   5.01        Legal Opinion of Brown, Rudnick, Freed & Gesmer.                            Filed
                                                                                           herewith
  
  23.01        Consent of PricewaterhouseCoopers LLP.                                      Filed
                                                                                           herewith
  
  23.02        Consent of Ernst & Young LLP, Independent Auditors.                         Filed
                                                                                           herewith
  
  23.03        Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion    Filed
               filed as Exhibit 5.1 to this Registration Statement).                       herewith
  
  24.01        Power of Attorney (included on the signature page of this Registration.     Filed
               Statement).                                                                 herewith
  
  99.04        Registrant's 1991 Stock Option and Stock Purchase Plan.                     Filed
                                                                                           herewith
  </TABLE>
  
  
       A. Incorporated by reference to the Registrant's quarterly report on Form
          10-Q for the quarterly period ended March 31, 2001. The number assigned
          to each Exhibit above is the same as the number assigned to the Exhibit
          in the Quarterly Report.
  
       B. Incorporated by reference to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34487). The number assigned to the
          Exhibit above is the same as the number assigned to the Exhibit in the
          Registration Statement.
  
       C. Incorporated by reference to our current report on Form 8-K filed on
          January 19, 2000 and amended on February 14, 2000.
  
       D. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on October 15, 1999. The number assigned to the Exhibit above is
          the same as the number assigned to the Exhibit in the Form 8-K.
  
       E. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on May 29, 2001. The number assigned to the Exhibit above is the
          same as the number assigned to the Exhibit in the Form 8-K.
  
       F. Incorporated by reference to the Company's Form 8-A filed on August 7,
          1997.
  
       * In accordance with Rule 12b-32 under the Securities Exchange Act of 1934,
  as amended, reference is made to the documents previously filed with the
  Securities Exchange Commission, which documents are hereby incorporated by
  reference.
  
  
                                        II-2
  
  <PAGE>   5
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The undersigned Registrant hereby undertakes:
  
            (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
            (2)  That, for the purpose of determining liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
                                        II-3
  <PAGE>   6
  
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
  31st day of July, 2001.
  
                                        BROOKS AUTOMATION, INC.
  
  
                                        By: /s/ Robert J. Therrien
                                            --------------------------------------
                                            Robert J. Therrien
                                            Chief Executive Officer and President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
  below constitutes and appoints Robert J. Therrien and Ellen B. Richstone and
  each of them (with full power to each of them to act alone), his true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or any of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  SIGNATURE                    TITLE                            DATE
  
  /s/ Robert J. Therrien       Director, Chief Executive        July 31, 2001
  -------------------------    Officer and President
  Robert J. Therrien           (Principal Executive Officer)
  
  /s/ Ellen B. Richstone       Senior Vice President Finance    July 31, 2001
  -------------------------    and Administration and Chief
  Ellen B. Richstone           Financial Officer (Principal
                               Financial Officer)
  
  /s/ Steven E. Hebert         Principal Accounting Officer     July 31, 2001
  -------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick         Director                         July 31, 2001
  -------------------------
  Roger D. Emerick
  
  
  
                                        II-4
  
  <PAGE>   7
  
  
  
  
  Signature                   Title                            Date
  ---------                   -----                            ----
  
  /s/ Amin J. Khoury          Director                         July 31, 2001
  ------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessmann       Director                         July 31, 2001
  ------------------------
  Juergen Giessmann
  
  /s/ Joseph Martin
  ------------------------    Director                         July 31, 2001
  Joseph Martin
  
  
                                        II-5
  
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
   EXHIBIT
   NUMBER                                  TITLE                                       REFERENCE
   -------                                 -----                                       ---------
  <S>          <C>                                                                        <C>
   4.02        Description of Capital Stock (contained in the Certificate
               of Incorporation, as amended, of the Registrant, filed as
               Exhibit 3.01 to the Registrant's Annual Report on Form 10-K).               A*
  
   4.03        Rights Agreement, dated July 23, 1997.                                      B*
  
   4.04        Stockholder's Agreement between the Registrant and Daifuku America          C*
               Corporation dated January 6, 2000.
  
   4.05        Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander    D*
               Holding GmbH and Robert J. Therrien.
  
   4.06        Indenture dated as of May 23, 2001 between Brooks and State Street Bank     E*
               and Trust Company (as Trustee).
  
   4.07        Registration Rights Agreement dated May 23, 2001 among the
               Company and Credit Suisse First Boston Corporation and SG Cowen
               Securities Corporation (as representatives of several purchases).           E*
  
   4.08        4.75% Convertible Subordinated Note of the Company in the principal         E*
               amount of $175,000,000.00 dated as of May 23, 2001.
  
   4.09        Rights Agreement between the Registrant and Bank Boston, N.A.               F*
               as Rights Agent.
  
   4.10        Stock Purchase Agreement relating to the acquisition of CCS                 Filed
               Technology, Inc. by the Registrant.                                         herewith
  
   5.01        Legal Opinion of Brown, Rudnick, Freed & Gesmer.                            Filed
                                                                                           herewith
  
  23.01        Consent of PricewaterhouseCoopers LLP.                                      Filed
                                                                                           herewith
  
  23.02        Consent of Ernst & Young LLP, Independent Auditors.                         Filed
                                                                                           herewith
  
  23.03        Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion    Filed
               filed as Exhibit 5.1 to this Registration Statement).                       herewith
  
  24.01        Power of Attorney (included on the signature page of this Registration      Filed
               Statement).                                                                 herewith
  
  99.04        Registrant's 1991 Stock Option and Stock Purchase Plan.                     Filed
                                                                                           herewith
  </TABLE>
  
  
       A. Incorporated by reference to the Registrant's quarterly report on Form
          10-Q for the quarterly period ended March 31, 2001. The number assigned
          to each Exhibit above is the same as the number assigned to the Exhibit
          in the Quarterly Report.
  
       B. Incorporated by reference to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34487). The number assigned to the
          Exhibit above is the same as the number assigned to the Exhibit in the
          Registration Statement.
  
       C. Incorporated by reference to our current report on Form 8-K filed on
          January 19, 2000 and amended on February 14, 2000.
  
       D. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on October 15, 1999. The number assigned to the Exhibit above is
          the same as the number assigned to the Exhibit in the Form 8-K.
  
       E. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on May 29, 2001. The number assigned to the Exhibit above is the
          same as the number assigned to the Exhibit in the Form 8-K.
  
       F. Incorporated by reference to the Company's Form 8-A filed on August 7,
          1997.
  
       * In accordance with Rule 12b-32 under the Securities Exchange Act of 1934,
  as amended, reference is made to the documents previously filed with the
  Securities Exchange Commission, which documents are hereby incorporated by
  reference.
  
  
                                        E-1
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b40017bas-8.txt", "description": "BROOKS AUTOMATION, INC.", "secsgml_size_bytes": 22823}]
metadata_filer: {"company-data": {"conformed-name": "BROOKS AUTOMATION INC", "cik": "0000933974", "assigned-sic": "3559", "irs-number": "043040660", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67432", "film-number": "1707519"}, "business-address": {"street1": "15 ELIZABETH DR", "city": "CHELMSFORD", "state": "MA", "zip": "01824", "phone": "9782622400"}, "mail-address": {"street1": "15 ELIZABETH DRIVE", "city": "CHELMSBORO", "state": "MA", "zip": "01824"}}
text: 1
      As filed with the Securities and Exchange Commission on August 13, 2001
                                                        Registration No.
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
                               BROOKS AUTOMATION, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                DELAWARE                                     04-3040660
                --------                                     ----------
     (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                     Identification Number)
  
                      15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                               BROOKS AUTOMATION, INC.
          PROGRESSIVE TECHNOLOGIES INC. 1991 STOCK OPTION AND PURCHASE PLAN
          -----------------------------------------------------------------
                              (Full Title of the Plan)
  
              ROBERT J. THERRIEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               BROOKS AUTOMATION, INC.
                                 15 ELIZABETH DRIVE
                                CHELMSFORD, MA 01824
                                --------------------
                       (Name and Address of Agent For Service)
  
                                   (978) 262-2400
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  =============================================================================================================
                                                                       Proposed
                                                 Proposed              Maximum
  Title of                                       Maximum               Aggregate
  Securities to            Amount to             Offering Price        Offering              Amount of
  be Registered            be Registered         Per Share(1)          Price(1)              Registration fee
  -------------            -------------         ------------          --------              ----------------
  Common Stock,            99,740 (2)            $1.61-$3.62           $191,684               $47.92
  $.01 par value           shares
  
  Preferred Share          99,740                -----                 -----                  -----
  Purchase Rights(3)
  =============================================================================================================
  (1)   Estimated solely for the purpose of determining the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
        the average high and low prices for the Registrant's common stock on the
        Nasdaq National Market on August 7, 2001. The offering prices are based
        upon the exercise prices for options previously granted by Progressive
        Technologies, Inc.
  
  (2)   Such presently indeterminable number of additional shares of common stock
        are registered hereunder as may be issued in the event of a merger,
        consolidation, reorganization, recapitalization, stock dividend, stock
        split, stock combination, or other similar changes in the common stock.
  
  (3)   On July 23, 1997, the Board of Directors of the Registrant declared a
        dividend of one preferred share purchase right for each share of common
        stock outstanding on August 21, 1997. The 99,740 rights registered by this
  2
  
        Registration Statement represent one right that may be issued in
        connection with each share of common stock awarded under the Registrant's
        Progressive Technologies Inc. 1991 Stock Option and Stock Purchase Plan.
        Such presently indeterminable number of rights are also registered by this
        Registration Statement as may be issued in the event of a merger,
        consolidation, reorganization, recapitalization, stock dividend, stock
        split or other similar change in common stock. The rights are not
        separately transferable apart from the common stock, nor are they
        exercisable until the occurrence of certain events. Accordingly, no
        independent value has been attributed to the rights.
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents are hereby incorporated by reference into this
  Registration Statement:
  
       (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  September 30, 2000;
  
       (b) The Registrant's Quarterly Report on Form 10-Q for the three months
  ended December 31, 2000;
  
       (c) The Registrant's Quarterly Report on Form 10-Q for the three months
  ended March 31, 2001;
  
       (d) All other reports filed pursuant to 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") since the end of the fiscal year covered
  by the annual report referred to in (a) above;
  
       (e) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form 8-A (File No. 0-25434) filed under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act") including
  any amendment or report filed for the purpose of updating such description; and
  
       (f) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form S-1 (File No. 33-87296) filed under
  the 1933 Act.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed hereby incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Ninth of the Registrant's Certificate of Incorporation eliminates
  the personal liability of directors of the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty to the full extent permitted by
  Delaware law. Article VII of the Registrant's Bylaws provides that the
  Registrant may indemnify its officers and directors to the full extent permitted
  by the Delaware General Corporation Law. Section 145 of the Delaware General
  Corporation Law authorizes a corporation to indemnify directors, officers and
  employees unless such party has been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his action was in the best
  interest of the corporation. The Registrant also maintains directors and
  officers liability insurance.
  
                                        II-1
  4
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  EXHIBIT
   NUMBER                                  TITLE                                       REFERENCE
   -------                                 -----                                       ---------
  4.02        Description of Capital Stock (contained in the Certificate
               of Incorporation, as amended, of the Registrant, filed as                   A*
               Exhibit 3.01 to the Registrant's Annual Report on Form 10-K).
  
   4.03        Rights Agreement, dated July 23, 1997.                                      B*
  
   4.04        Stockholder's Agreement between the Registrant and Daifuku America          C*
               Corporation dated January 6, 2000.
  
   4.05        Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander    D*
               Holding GmbH and Robert J. Therrien.
  
   4.06        Indenture dated as of May 23, 2001 between Brooks and State Street Bank     E*
               and Trust Company (as Trustee).
  
   4.07        Registration Rights Agreement dated May 23, 2001 among the
               Company and Credit Suisse First Boston Corporation and SG Cowen
               Securities Corporation (as representatives of several purchases).           E*
  
   4.08        4.75% Convertible Subordinated Note of the Company in the principal         E*
               amount of $175,000,000.00 dated as of May 23, 2001.
  
   4.09        Rights Agreement between the Registrant and Bank Boston, N.A.               F*
               as Rights Agent.
  
   4.10        Stock Purchase Agreement relating to the acquisition of CCS                 Filed
               Technology, Inc. by the Registrant.                                         herewith
  
   5.01        Legal Opinion of Brown, Rudnick, Freed & Gesmer.                            Filed
                                                                                           herewith
  
  23.01        Consent of PricewaterhouseCoopers LLP.                                      Filed
                                                                                           herewith
  
  23.02        Consent of Ernst & Young LLP, Independent Auditors.                         Filed
                                                                                           herewith
  
  23.03        Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion    Filed
               filed as Exhibit 5.1 to this Registration Statement).                       herewith
  
  24.01        Power of Attorney (included on the signature page of this Registration.     Filed
               Statement).                                                                 herewith
  
  99.04        Registrant's 1991 Stock Option and Stock Purchase Plan.                     Filed
                                                                                           herewith
  A. Incorporated by reference to the Registrant's quarterly report on Form
          10-Q for the quarterly period ended March 31, 2001. The number assigned
          to each Exhibit above is the same as the number assigned to the Exhibit
          in the Quarterly Report.
  
       B. Incorporated by reference to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34487). The number assigned to the
          Exhibit above is the same as the number assigned to the Exhibit in the
          Registration Statement.
  
       C. Incorporated by reference to our current report on Form 8-K filed on
          January 19, 2000 and amended on February 14, 2000.
  
       D. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on October 15, 1999. The number assigned to the Exhibit above is
          the same as the number assigned to the Exhibit in the Form 8-K.
  
       E. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on May 29, 2001. The number assigned to the Exhibit above is the
          same as the number assigned to the Exhibit in the Form 8-K.
  
       F. Incorporated by reference to the Company's Form 8-A filed on August 7,
          1997.
  
       * In accordance with Rule 12b-32 under the Securities Exchange Act of 1934,
  as amended, reference is made to the documents previously filed with the
  Securities Exchange Commission, which documents are hereby incorporated by
  reference.
  
                                        II-2
  5
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The undersigned Registrant hereby undertakes:
  
            (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
            (2)  That, for the purpose of determining liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-3
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
  31st day of July, 2001.
  
                                        BROOKS AUTOMATION, INC.
  
                                        By: /s/ Robert J. Therrien
                                            --------------------------------------
                                            Robert J. Therrien
                                            Chief Executive Officer and President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
  below constitutes and appoints Robert J. Therrien and Ellen B. Richstone and
  each of them (with full power to each of them to act alone), his true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or any of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  SIGNATURE                    TITLE                            DATE
  
  /s/ Robert J. Therrien       Director, Chief Executive        July 31, 2001
  -------------------------    Officer and President
  Robert J. Therrien           (Principal Executive Officer)
  
  /s/ Ellen B. Richstone       Senior Vice President Finance    July 31, 2001
  -------------------------    and Administration and Chief
  Ellen B. Richstone           Financial Officer (Principal
                               Financial Officer)
  
  /s/ Steven E. Hebert         Principal Accounting Officer     July 31, 2001
  -------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick         Director                         July 31, 2001
  -------------------------
  Roger D. Emerick
  
                                        II-4
  7
  
  Signature                   Title                            Date
  ---------                   -----                            ----
  
  /s/ Amin J. Khoury          Director                         July 31, 2001
  ------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessmann       Director                         July 31, 2001
  ------------------------
  Juergen Giessmann
  
  /s/ Joseph Martin
  ------------------------    Director                         July 31, 2001
  Joseph Martin
  
                                        II-5
  8
  
                                  INDEX TO EXHIBITS
  EXHIBIT
   NUMBER                                  TITLE                                       REFERENCE
   -------                                 -----                                       ---------
  4.02        Description of Capital Stock (contained in the Certificate
               of Incorporation, as amended, of the Registrant, filed as
               Exhibit 3.01 to the Registrant's Annual Report on Form 10-K).               A*
  
   4.03        Rights Agreement, dated July 23, 1997.                                      B*
  
   4.04        Stockholder's Agreement between the Registrant and Daifuku America          C*
               Corporation dated January 6, 2000.
  
   4.05        Stockholders Agreement by and among the Company, Jenoptik AG, M+W Zander    D*
               Holding GmbH and Robert J. Therrien.
  
   4.06        Indenture dated as of May 23, 2001 between Brooks and State Street Bank     E*
               and Trust Company (as Trustee).
  
   4.07        Registration Rights Agreement dated May 23, 2001 among the
               Company and Credit Suisse First Boston Corporation and SG Cowen
               Securities Corporation (as representatives of several purchases).           E*
  
   4.08        4.75% Convertible Subordinated Note of the Company in the principal         E*
               amount of $175,000,000.00 dated as of May 23, 2001.
  
   4.09        Rights Agreement between the Registrant and Bank Boston, N.A.               F*
               as Rights Agent.
  
   4.10        Stock Purchase Agreement relating to the acquisition of CCS                 Filed
               Technology, Inc. by the Registrant.                                         herewith
  
   5.01        Legal Opinion of Brown, Rudnick, Freed & Gesmer.                            Filed
                                                                                           herewith
  
  23.01        Consent of PricewaterhouseCoopers LLP.                                      Filed
                                                                                           herewith
  
  23.02        Consent of Ernst & Young LLP, Independent Auditors.                         Filed
                                                                                           herewith
  
  23.03        Consent of Brown, Rudnick, Freed & Gesmer (included in its legal opinion    Filed
               filed as Exhibit 5.1 to this Registration Statement).                       herewith
  
  24.01        Power of Attorney (included on the signature page of this Registration      Filed
               Statement).                                                                 herewith
  
  99.04        Registrant's 1991 Stock Option and Stock Purchase Plan.                     Filed
                                                                                           herewith
  A. Incorporated by reference to the Registrant's quarterly report on Form
          10-Q for the quarterly period ended March 31, 2001. The number assigned
          to each Exhibit above is the same as the number assigned to the Exhibit
          in the Quarterly Report.
  
       B. Incorporated by reference to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34487). The number assigned to the
          Exhibit above is the same as the number assigned to the Exhibit in the
          Registration Statement.
  
       C. Incorporated by reference to our current report on Form 8-K filed on
          January 19, 2000 and amended on February 14, 2000.
  
       D. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on October 15, 1999. The number assigned to the Exhibit above is
          the same as the number assigned to the Exhibit in the Form 8-K.
  
       E. Incorporated by reference to the Registrant's current report on Form 8-K
          filed on May 29, 2001. The number assigned to the Exhibit above is the
          same as the number assigned to the Exhibit in the Form 8-K.
  
       F. Incorporated by reference to the Company's Form 8-A filed on August 7,
          1997.
  
       * In accordance with Rule 12b-32 under the Securities Exchange Act of 1934,
  as amended, reference is made to the documents previously filed with the
  Securities Exchange Commission, which documents are hereby incorporated by
  reference.
  
                                        E-1