content: <PAGE>
  
         As filed with the Securities and Exchange Commission on May 7, 2002
                                                            Registration No.  333-
  ================================================================================
  
  
                         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.
                         1998 EMPLOYEE EQUITY INCENTIVE 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
  Title of                                            Maximum
  Each Class of                    Proposed Maximum   Aggregate      Amount of
  Securities to     Amount to      Offering Price     Offering       Registration
  be Registered     be Registered  Per Share(1)       Price(1)       fee
  ---------------   -------------  ----------------   -------------  ------------
  Common Stock,     75,000 (2)     $32.85             $2,463,750.00  $226.67
  $.01 par value    shares
  
  Preferred Share   75,000          -----             -----          -----
  Purchase Rights
  (3)
  ================================================================================
  
  This Registration Statement relates to the registration of additional securities
  of the same class as other securities for which a registration statement on this
  form relating to an employee benefit plan is effective. Pursuant to General
  Instruction E of Form S-8, this registration statement incorporates by reference
  the following Registrant's registration statements on Form S-8: Registration No.
  333-66455, Registration No. 333-40844, Registration No. 333-45092, Registration
  No. 333-57974, Registration No. 333-70854 and Registration No. 333-73682,
  relating to an aggregate of 4,750,000 shares issuable under the Registrant's
  1998 Employee Equity Incentive Plan.
  
  (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 May 6, 2002.
  <PAGE>
  
  (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 75,000 rights registered by this
       Registration Statement represent one right that may be issued in connection
       with each share of common stock issuable upon exercise of options granted
       or to be granted under the Registrant's 1998 Employee Equity Incentive
       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>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8. EXHIBITS.
  
       4.2       Description of Capital Stock.*
  
       4.3       Rights Agreement, dated July 23, 1997.**
  
       5.1       Legal Opinion of Brown Rudnick Berlack Israels LLP.
  
       23.1      Consent of PricewaterhouseCoopers LLP (Independent Accountants
                 for the Registrant).
  
       23.2      Consent of Ernst & Young LLP, Independent Auditors.
  
       23.3      Consent of PricewaterhouseCoopers LLP (Independent Accountants
                 for General Precision, Inc.).
  
       23.4      Consent of Brown Rudnick Berlack Israels LLP (included in its
                 legal opinion filed as Exhibit 5.1 to this Registration
                 Statement).
  
       24        Power of Attorney (included on the signature page of this
                 Registration Statement).
  
       99.4      Registrant's 1998 Employee Equity Incentive Plan, as amended.
  
       ---------
  
       *    Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on January 27, 1995 and Form 8-A filed on August 7, 1997.
  
       **   Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
       Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
       December 13, 2001.
  <PAGE>
  
                                     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
  29th day of April, 2002.
  
                                       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 or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him or her and in his or her 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 or she 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        April 29, 2002
  --------------------------     Officer and President
  Robert J. Therrien             (Principal Executive Officer)
  
  
  /s/ Ellen B. Richstone         Senior Vice President Finance    April 29, 2002
  --------------------------     and Administration and Chief
  Ellen B. Richstone             Financial Officer (Principal
                                 Financial Officer)
  
  /s/ Steven E. Hebert           Principal Accounting Officer     April 29, 2002
  --------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick           Director                         April 29, 2002
  --------------------------
  Roger D. Emerick
  
  /s/ Amin J. Khoury             Director                         April 29, 2002
  --------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessmann          Director                         April 29, 2002
  --------------------------
  Juergen Giessmann
  
  /s/ Joseph Martin              Director                         April 29, 2002
  --------------------------
  Joseph Martin
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER
  -------
  4.2       Description of Capital Stock.*
  
  4.3       Rights Agreement, dated July 23, 1997.**
  
  5.1       Legal Opinion of Brown Rudnick Berlack Israels LLP.
  
  23.1      Consent of PricewaterhouseCoopers LLP (Independent Accountants for the
            Registrant).
  
  23.2      Consent of Ernst & Young LLP, Independent Auditors.
  
  23.3      Consent of PricewaterhouseCoopers LLP (Independent Accountants for
            General Precision, Inc.).
  
  23.4      Consent of Brown Rudnick Berlack Israels LLP (included in its legal
            opinion filed as Exhibit 5.1 to this Registration Statement).
  
  24        Power of Attorney (included on the signature page of this Registration
            Statement).
  
  99.4      Registrant's 1998 Employee Equity Incentive Plan, as amended.
  
       ---------
  
       *    Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on January 7, 1995 and Form 8-A filed on August 7, 1997.
  
       **   Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
       Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
       December 13, 2001.
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text: As filed with the Securities and Exchange Commission on May 7, 2002
                                                            Registration No.  333-
  ================================================================================
  
                         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.
                         1998 EMPLOYEE EQUITY INCENTIVE 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
  Title of                                            Maximum
  Each Class of                    Proposed Maximum   Aggregate      Amount of
  Securities to     Amount to      Offering Price     Offering       Registration
  be Registered     be Registered  Per Share(1)       Price(1)       fee
  ---------------   -------------  ----------------   -------------  ------------
  Common Stock,     75,000 (2)     $32.85             $2,463,750.00  $226.67
  $.01 par value    shares
  
  Preferred Share   75,000          -----             -----          -----
  Purchase Rights
  (3)
  ================================================================================
  
  This Registration Statement relates to the registration of additional securities
  of the same class as other securities for which a registration statement on this
  form relating to an employee benefit plan is effective. Pursuant to General
  Instruction E of Form S-8, this registration statement incorporates by reference
  the following Registrant's registration statements on Form S-8: Registration No.
  333-66455, Registration No. 333-40844, Registration No. 333-45092, Registration
  No. 333-57974, Registration No. 333-70854 and Registration No. 333-73682,
  relating to an aggregate of 4,750,000 shares issuable under the Registrant's
  1998 Employee Equity Incentive Plan.
  
  (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 May 6, 2002.
  (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 75,000 rights registered by this
       Registration Statement represent one right that may be issued in connection
       with each share of common stock issuable upon exercise of options granted
       or to be granted under the Registrant's 1998 Employee Equity Incentive
       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.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8. EXHIBITS.
  
       4.2       Description of Capital Stock.*
  
       4.3       Rights Agreement, dated July 23, 1997.**
  
       5.1       Legal Opinion of Brown Rudnick Berlack Israels LLP.
  
       23.1      Consent of PricewaterhouseCoopers LLP (Independent Accountants
                 for the Registrant).
  
       23.2      Consent of Ernst & Young LLP, Independent Auditors.
  
       23.3      Consent of PricewaterhouseCoopers LLP (Independent Accountants
                 for General Precision, Inc.).
  
       23.4      Consent of Brown Rudnick Berlack Israels LLP (included in its
                 legal opinion filed as Exhibit 5.1 to this Registration
                 Statement).
  
       24        Power of Attorney (included on the signature page of this
                 Registration Statement).
  
       99.4      Registrant's 1998 Employee Equity Incentive Plan, as amended.
  
       ---------
  
       *    Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on January 27, 1995 and Form 8-A filed on August 7, 1997.
  
       **   Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
       Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
       December 13, 2001.
  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
  29th day of April, 2002.
  
                                       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 or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him or her and in his or her 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 or she 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        April 29, 2002
  --------------------------     Officer and President
  Robert J. Therrien             (Principal Executive Officer)
  
  /s/ Ellen B. Richstone         Senior Vice President Finance    April 29, 2002
  --------------------------     and Administration and Chief
  Ellen B. Richstone             Financial Officer (Principal
                                 Financial Officer)
  
  /s/ Steven E. Hebert           Principal Accounting Officer     April 29, 2002
  --------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick           Director                         April 29, 2002
  --------------------------
  Roger D. Emerick
  
  /s/ Amin J. Khoury             Director                         April 29, 2002
  --------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessmann          Director                         April 29, 2002
  --------------------------
  Juergen Giessmann
  
  /s/ Joseph Martin              Director                         April 29, 2002
  --------------------------
  Joseph Martin
  INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER
  -------
  4.2       Description of Capital Stock.*
  
  4.3       Rights Agreement, dated July 23, 1997.**
  
  5.1       Legal Opinion of Brown Rudnick Berlack Israels LLP.
  
  23.1      Consent of PricewaterhouseCoopers LLP (Independent Accountants for the
            Registrant).
  
  23.2      Consent of Ernst & Young LLP, Independent Auditors.
  
  23.3      Consent of PricewaterhouseCoopers LLP (Independent Accountants for
            General Precision, Inc.).
  
  23.4      Consent of Brown Rudnick Berlack Israels LLP (included in its legal
            opinion filed as Exhibit 5.1 to this Registration Statement).
  
  24        Power of Attorney (included on the signature page of this Registration
            Statement).
  
  99.4      Registrant's 1998 Employee Equity Incentive Plan, as amended.
  
       ---------
  
       *    Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on January 7, 1995 and Form 8-A filed on August 7, 1997.
  
       **   Incorporated by reference to the Registrant's Registration Statement
       on Form 8-A filed on August 7, 1997, as amended in the Registrant's Annual
       Report on Form 10-K for the fiscal year ended September 30, 2001, filed on
       December 13, 2001.