content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 1, 1996
                                                            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.
                         1992 COMBINATION STOCK OPTION PLAN
                         ----------------------------------
                              (Full Title of the Plan)
  
                            ROBERT J. THERRIEN, PRESIDENT
                               BROOKS AUTOMATION, INC.
                                 15 ELIZABETH DRIVE
                                CHELMSFORD, MA 01824
                                --------------------
                       (Name and Address of Agent For Service)
  
                                   (508) 262-2400
            (Telephone Number, Including Area Code, of Agent For Service)
  
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  <CAPTION>
              
  Title of                        Proposed           Proposed
  Securities        Amount        Maximum            Maximum             Amount of
  to be             to be         Offering Price     Aggregate Offer-    Registra-
  Registered        Registered    Per Share(1)       ing Price(1)        tion fee
  - ----------        ----------    ------------       ------------        --------
  <S>               <C>           <C>                <C>                 <C>
  Common Stock,     500,000(2)    $10.9375           $5,468,750          $1,886
  $.01 par value
  
  ================================================================================
  </TABLE>
  
  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, the contents of the Registrant's Registration
  Statements on Form S-8 (Registration No. 33-95268) is hereby incorporated herein
  by reference.
  
  (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
        National Association of Securities Dealers National Market System on
        June 27, 1996.
  
  (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.
  
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 8.  EXHIBITS.
           --------
  
       (5.1)   Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
       (23.1)  Consent of Price Waterhouse LLP.
  
       (23.2)  Consent of Brown, Rudnick, Freed & Gesmer is included in their 
               legal opinion filed as Exhibit 5.1 hereof.
  
       (99.2)  Registrant's 1992 Combination Stock Option Plan, as amended.
  
  
                                        II-1
  
  <PAGE>   3
  
  
                                     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
  27th day of June, 1996.
  
                                                BROOKS AUTOMATION, INC.
  
  
                                                By: /s/Robert J. Therrien
                                                   ------------------------
                                                   Robert J. Therrien
                                                   Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
  
          KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
  below constitutes and appoints Robert J. Therrien and Stanley D. Piekos 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 and Principal          June 27, 1996
  - ------------------------       Executive Officer
      Robert J. Therrien         
  
  /s/ Stanley D. Piekos          Principal Financial and         June 25, 1996
  - ------------------------       Accounting Officer
      Stanley D. Piekos          
  
  /s/ Norman B. Brooks           Director                        June 28, 1996
  - ------------------------
      Norman B. Brooks
  
  /s/ Roger D. Emerick           Director                        June 26, 1996
  - ------------------------
      Roger D. Emerick
  
  /s/ Amin D. Khoury             Director                        June 26, 1996
  - ------------------------
      Amin D. Khoury
  
  
                                        II-2
  
  <PAGE>   4
  
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT                                                             SEQUENTIAL
  NUMBER                                                              PAGE NUMBER
  - ------                                                              -----------
  
  (5.1)       Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
  (23.1)      Consent of Price Waterhouse LLP.
  
  (23.2)      Consent of Brown, Rudnick, Freed & Gesmer is included 
              in their legal opinion filed as Exhibit 5.1 hereof.
  
  (99.2)      Registrant's 1992 Combination Stock Option Plan.
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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": "333-07313", "film-number": "96589413"}, "business-address": {"street1": "15 ELIZABETH DRIVE", "city": "CHELMSFORD", "state": "MA", "zip": "01824", "phone": "5084531112"}, "mail-address": {"street1": "15 ELIZABETH DRIVE", "city": "CHELMSBORO", "state": "MA", "zip": "01824"}}
text: 1
        As filed with the Securities and Exchange Commission on July 1, 1996
                                                            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.
                         1992 COMBINATION STOCK OPTION PLAN
                         ----------------------------------
                              (Full Title of the Plan)
  
                            ROBERT J. THERRIEN, PRESIDENT
                               BROOKS AUTOMATION, INC.
                                 15 ELIZABETH DRIVE
                                CHELMSFORD, MA 01824
                                --------------------
                       (Name and Address of Agent For Service)
  
                                   (508) 262-2400
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  Title of                        Proposed           Proposed
  Securities        Amount        Maximum            Maximum             Amount of
  to be             to be         Offering Price     Aggregate Offer-    Registra-
  Registered        Registered    Per Share(1)       ing Price(1)        tion fee
  - ----------        ----------    ------------       ------------        --------
  Common Stock,     500,000(2)    $10.9375           $5,468,750          $1,886
  $.01 par value
  
  ================================================================================
  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, the contents of the Registrant's Registration
  Statements on Form S-8 (Registration No. 33-95268) is hereby incorporated herein
  by reference.
  
  (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
        National Association of Securities Dealers National Market System on
        June 27, 1996.
  
  (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.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.  EXHIBITS.
           --------
  
       (5.1)   Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
       (23.1)  Consent of Price Waterhouse LLP.
  
       (23.2)  Consent of Brown, Rudnick, Freed & Gesmer is included in their 
               legal opinion filed as Exhibit 5.1 hereof.
  
       (99.2)  Registrant's 1992 Combination Stock Option Plan, as amended.
  
                                        II-1
  3
  
                                     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
  27th day of June, 1996.
  
                                                BROOKS AUTOMATION, INC.
  
                                                By: /s/Robert J. Therrien
                                                   ------------------------
                                                   Robert J. Therrien
                                                   Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
  below constitutes and appoints Robert J. Therrien and Stanley D. Piekos 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 and Principal          June 27, 1996
  - ------------------------       Executive Officer
      Robert J. Therrien         
  
  /s/ Stanley D. Piekos          Principal Financial and         June 25, 1996
  - ------------------------       Accounting Officer
      Stanley D. Piekos          
  
  /s/ Norman B. Brooks           Director                        June 28, 1996
  - ------------------------
      Norman B. Brooks
  
  /s/ Roger D. Emerick           Director                        June 26, 1996
  - ------------------------
      Roger D. Emerick
  
  /s/ Amin D. Khoury             Director                        June 26, 1996
  - ------------------------
      Amin D. Khoury
  
                                        II-2
  4
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT                                                             SEQUENTIAL
  NUMBER                                                              PAGE NUMBER
  - ------                                                              -----------
  
  (5.1)       Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
  (23.1)      Consent of Price Waterhouse LLP.
  
  (23.2)      Consent of Brown, Rudnick, Freed & Gesmer is included 
              in their legal opinion filed as Exhibit 5.1 hereof.
  
  (99.2)      Registrant's 1992 Combination Stock Option Plan.