content: <PAGE>
        As filed with the Securities and Exchange Commission on May 13, 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               (I.R.S. Employer
                Jurisdiction of            Identification Number)
                Incorporation or
                 Organization)
  
                      15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                               BROOKS AUTOMATION, INC.
                         2000 COMBINATION STOCK OPTION 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
  Title                           Maximum    Maximum
  of Each          Amount         Offering   Aggregate               Amount of
  Class of         to be          Price Per  Offering                Registration fee
  Securities       Registered     Unit(1)    Price(1)
  to be            ----------     -------    --------                ----------------
  Registered
  ----------
  <S>              <C>            <C>        <C>                      <C>
  Common           5,000,000      $ 32.49    $162,450,000.00          $ 14,945.40
  Stock, $.01      shares(2)
  par value
  
  Preferred        5,000,000
  Share
  Purchase
  Rights (3)
  </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, this registration statement incorporates by reference
  Registrant's registration statement filed on Form S-8 Registration No.
  333-40842, relating to an aggregate of 1,000,000 shares issuable under the
  Registrant's 2000 Combination Stock Option 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 7, 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 5,000,000 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 2000 Combination Stock
      Option 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.
  
  <TABLE>
  <CAPTION>
  Exhibit No.                       Description                       Reference
  -----------                       -----------                       ---------
  <S>           <C>                                                   <C>
      4.01      Specimen Certificate for shares of the Registrants         A*
                common stock.
  
      4.02      Description of Capital Stock.                            B*, C*
  
      4.03      Rights Agreement, dated July 23, 1997.                   C*, D*
  
      4.04      Amendment to the Rights Agreement between the              D*
                Registrant and Equiserve Trust Company, N.A. as
                Rights Agent.
  
      4.05      Registration Rights Agreement dated January 6, 2000.       D*
  
      4.06      Shareholders Agreement dated January 6, 2000 by and        E*
                among the Registrant, Daifuku America Corporation and
                Daifuku Co., Ltd.
  
      4.07      Stockholders Agreements dated September 30, 1999 by        E*
                and among the Registrant, Jenoptik AG, M+W Zander
                Holding GmbH and Robert J. Therrien.
  
      4.08      Indenture dated as of May 23, 2001 between the             F*
                Registrant and State Street Bank and Trust Company
                (as Trustee).
  
      4.09      Registration Rights Agreement dated May 23, 2001           F*
                among the Registrant and Credit Suisse First Boston
                Corporation and SG Cowen Securities Corporation (as
                representatives of several purchasers).
  
      4.10      Form of 4.75% Convertible Subordinated Note of the         F*
                Registrant in the principal amount of $175,000,000
                dated as May 23, 2001.
  
      4.11      Stock Purchase Agreement dated June 20, 2001 relating      G*
                to the acquisition of CCS Technology, Inc. by the
                Registrant.
  
      4.12      Asset Purchase Agreement dated February 15, 2002           H*
                relating to the acquisition of substantially all of
                the assets of Intelligent Automation Systems, Inc.,
                Intelligent Automation Systems, Inc. Trust and IAS
                Products, Inc. by the Registrant.
  
      4.13      Form of Certificate of Designations, Preferences,          I*
                Rights and Limitations of Special Voting Preferred
                Stock of the Registrant.
  
      5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.       Filed
                                                                        herewith
  
      23.01     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for the Registrant).                        herewith
  
      23.02     Consent of Ernst & Young LLP, Independent Auditors.       Filed
                                                                        herewith
  
      23.03     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for General Precision, Inc.).               herewith
  
      23.04     Consent of Brown Rudnick Berlack Israels LLP              Filed
                (included in its legal opinion filed as Exhibit 5.01    herewith
                to this Registration Statement).
  
      24.01     Power of Attorney (included on the signature page of      Filed
                this Registration Statement).                           herewith
  
      99.04     Registrant's 2000 Combination Stock Option Plan, as       Filed
                amended.                                                herewith
  </TABLE>
  <PAGE>
  -----------
  A.    Incorporated by reference to the Registrant's registration statement on
        Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
  
  B.    Incorporated by reference to the Registrant's Form 8-A filed on January
        27, 1995.
  
  C.    Incorporated by reference to the Registrant's Form 8-A filed on August 7,
        1997.
  
  D.    Incorporated by reference to the Registrant's annual report on Form 10-K
        filed on December 13, 2001 for the fiscal year ending September 30, 2001.
  
  E.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on January 19, 2000 and amended on February 14, 2000.
  
  F.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on May 29, 2001.
  
  G.    Incorporated by reference to the Registrant's registration statement on
        Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
  
  H.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on March 1, 2002.
  
  I.    Incorporated by reference to the Registrant's registration statement on
        Form S-3/A filed on May 13, 2002.
  
  * 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
  and Exchange Commission, which documents are hereby incorporated by reference.
  <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
  13th day of May, 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.
  
  <TABLE>
  <CAPTION>
  Signature                        Title                  Date
  
  <S>                              <C>                    <C>
  /s/ Robert J. Therrien           Director, Chief        May 13, 2002
  -----------------------          Executive Officer and
  Robert J. Therrien               President (Principal
                                   Executive Officer)
  
  
  /s/ Ellen B. Richstone           Senior Vice President  May 13, 2002
  -----------------------          Finance and
  Ellen B. Richstone               Administration and
                                   Chief Financial
                                   Officer (Principal
                                   Financial Officer)
  
  
  /s/ Steven E. Hebert             Principal Accounting   May 13, 2002
  -----------------------          Officer
  Steven E. Hebert
  
  
  /s/ Roger D. Emerick             Director               May 13, 2002
  -----------------------
  Roger D. Emerick
  
  
  /s/ Amin J. Khoury               Director               May 13, 2002
  -----------------------
  Amin J. Khoury
  
  
  /s/ Juergen Giessmann            Director               May 13, 2002
  -----------------------
  Juergen Giessmann
  
  
  /s/ Joseph Martin                Director               May 13, 2002
  ------------------------
  Joseph Martin
  </TABLE>
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.                    Description                         Reference
  -----------                    -----------                         ---------
  
  <S>           <C>                                                  <C>
      4.01      Specimen Certificate for shares of the Registrants         A*
                common stock.
  
      4.02      Description of Capital Stock.                            B*, C*
  
      4.03      Rights Agreement, dated July 23, 1997.                   C*, D*
  
      4.04      Amendment to the Rights Agreement between the              D*
                Registrant and Equiserve Trust Company, N.A. as
                Rights Agent.
  
      4.05      Registration Rights Agreement dated January 6, 2000.       D*
  
      4.06      Shareholders Agreement dated January 6, 2000 by and        E*
                among the Registrant, Daifuku America Corporation and
                Daifuku Co., Ltd.
  
      4.07      Stockholders Agreements dated September 30, 1999 by        E*
                and among the Registrant, Jenoptik AG, M+W Zander
                Holding GmbH and Robert J. Therrien.
  
      4.08      Indenture dated as of May 23, 2001 between the             F*
                Registrant and State Street Bank and Trust Company
                (as Trustee).
  
      4.09      Registration Rights Agreement dated May 23, 2001           F*
                among the Registrant and Credit Suisse First Boston
                Corporation and SG Cowen Securities Corporation (as
                representatives of several purchasers).
  
      4.10      Form of 4.75% Convertible Subordinated Note of the         F*
                Registrant in the principal amount of $175,000,000
                dated as May 23, 2001.
  
      4.11      Stock Purchase Agreement dated June 20, 2001 relating      G*
                to the acquisition of CCS Technology, Inc. by the
                Registrant.
  
      4.12      Asset Purchase Agreement dated February 15, 2002           H*
                relating to the acquisition of substantially all of
                the assets of Intelligent Automation Systems, Inc.,
                Intelligent Automation Systems, Inc. Trust and IAS
                Products, Inc. by the Registrant.
  
      4.13      Form of Certificate of Designations, Preferences,          I*
                Rights and Limitations of Special Voting Preferred
                Stock of the Registrant.
  
      5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.       Filed
                                                                        herewith
  
      23.01     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for the Registrant).                        herewith
  
      23.02     Consent of Ernst & Young LLP, Independent Auditors.       Filed
                                                                        herewith
  
      23.03     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for General Precision, Inc.).               herewith
  
      23.04     Consent of Brown Rudnick Berlack Israels LLP              Filed
                (included in its legal opinion filed as Exhibit 5.01    herewith
                to this Registration Statement).
  
      24.01     Power of Attorney (included on the signature page of      Filed
                this Registration Statement).                           herewith
  
      99.04     Registrant's 2000 Combination Stock Option Plan, as       Filed
                amended.                                                herewith
  </TABLE>
  
  ---------
  A.    Incorporated by reference to the Registrant's registration statement on
        Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
  
  
                                        -6-
  <PAGE>
  B.    Incorporated by reference to the Registrant's Form 8-A filed on January
        27, 1995.
  
  C.    Incorporated by reference to the Registrant's Form 8-A filed on August 7,
        1997.
  
  D.    Incorporated by reference to the Registrant's annual report on Form 10-K
        filed on December 13, 2001 for the fiscal year ending September 30, 2001.
  
  E.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on January 19, 2000 and amended on February 14, 2000.
  
  F.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on May 29, 2001.
  
  G.    Incorporated by reference to the Registrant's registration statement on
        Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
  
  H.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on March 1, 2002.
  
  I.    Incorporated by reference to the Registrant's registration statement on
        Form S-3/A filed on May 13, 2002.
  
  * 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
  and Exchange Commission, which documents are hereby incorporated by reference.
  
  
                                        -7-
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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": "333-88158", "film-number": "02644448"}, "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: As filed with the Securities and Exchange Commission on May 13, 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               (I.R.S. Employer
                Jurisdiction of            Identification Number)
                Incorporation or
                 Organization)
  
                      15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                               BROOKS AUTOMATION, INC.
                         2000 COMBINATION STOCK OPTION 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
  Title                           Maximum    Maximum
  of Each          Amount         Offering   Aggregate               Amount of
  Class of         to be          Price Per  Offering                Registration fee
  Securities       Registered     Unit(1)    Price(1)
  to be            ----------     -------    --------                ----------------
  Registered
  ----------
  Common           5,000,000      $ 32.49    $162,450,000.00          $ 14,945.40
  Stock, $.01      shares(2)
  par value
  
  Preferred        5,000,000
  Share
  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
  Registrant's registration statement filed on Form S-8 Registration No.
  333-40842, relating to an aggregate of 1,000,000 shares issuable under the
  Registrant's 2000 Combination Stock Option 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 7, 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 5,000,000 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 2000 Combination Stock
      Option 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.
  Exhibit No.                       Description                       Reference
  -----------                       -----------                       ---------
  4.01      Specimen Certificate for shares of the Registrants         A*
                common stock.
  
      4.02      Description of Capital Stock.                            B*, C*
  
      4.03      Rights Agreement, dated July 23, 1997.                   C*, D*
  
      4.04      Amendment to the Rights Agreement between the              D*
                Registrant and Equiserve Trust Company, N.A. as
                Rights Agent.
  
      4.05      Registration Rights Agreement dated January 6, 2000.       D*
  
      4.06      Shareholders Agreement dated January 6, 2000 by and        E*
                among the Registrant, Daifuku America Corporation and
                Daifuku Co., Ltd.
  
      4.07      Stockholders Agreements dated September 30, 1999 by        E*
                and among the Registrant, Jenoptik AG, M+W Zander
                Holding GmbH and Robert J. Therrien.
  
      4.08      Indenture dated as of May 23, 2001 between the             F*
                Registrant and State Street Bank and Trust Company
                (as Trustee).
  
      4.09      Registration Rights Agreement dated May 23, 2001           F*
                among the Registrant and Credit Suisse First Boston
                Corporation and SG Cowen Securities Corporation (as
                representatives of several purchasers).
  
      4.10      Form of 4.75% Convertible Subordinated Note of the         F*
                Registrant in the principal amount of $175,000,000
                dated as May 23, 2001.
  
      4.11      Stock Purchase Agreement dated June 20, 2001 relating      G*
                to the acquisition of CCS Technology, Inc. by the
                Registrant.
  
      4.12      Asset Purchase Agreement dated February 15, 2002           H*
                relating to the acquisition of substantially all of
                the assets of Intelligent Automation Systems, Inc.,
                Intelligent Automation Systems, Inc. Trust and IAS
                Products, Inc. by the Registrant.
  
      4.13      Form of Certificate of Designations, Preferences,          I*
                Rights and Limitations of Special Voting Preferred
                Stock of the Registrant.
  
      5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.       Filed
                                                                        herewith
  
      23.01     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for the Registrant).                        herewith
  
      23.02     Consent of Ernst & Young LLP, Independent Auditors.       Filed
                                                                        herewith
  
      23.03     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for General Precision, Inc.).               herewith
  
      23.04     Consent of Brown Rudnick Berlack Israels LLP              Filed
                (included in its legal opinion filed as Exhibit 5.01    herewith
                to this Registration Statement).
  
      24.01     Power of Attorney (included on the signature page of      Filed
                this Registration Statement).                           herewith
  
      99.04     Registrant's 2000 Combination Stock Option Plan, as       Filed
                amended.                                                herewith
  -----------
  A.    Incorporated by reference to the Registrant's registration statement on
        Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
  
  B.    Incorporated by reference to the Registrant's Form 8-A filed on January
        27, 1995.
  
  C.    Incorporated by reference to the Registrant's Form 8-A filed on August 7,
        1997.
  
  D.    Incorporated by reference to the Registrant's annual report on Form 10-K
        filed on December 13, 2001 for the fiscal year ending September 30, 2001.
  
  E.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on January 19, 2000 and amended on February 14, 2000.
  
  F.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on May 29, 2001.
  
  G.    Incorporated by reference to the Registrant's registration statement on
        Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
  
  H.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on March 1, 2002.
  
  I.    Incorporated by reference to the Registrant's registration statement on
        Form S-3/A filed on May 13, 2002.
  
  * 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
  and Exchange Commission, which documents are hereby incorporated by reference.
  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
  13th day of May, 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        May 13, 2002
  -----------------------          Executive Officer and
  Robert J. Therrien               President (Principal
                                   Executive Officer)
  
  /s/ Ellen B. Richstone           Senior Vice President  May 13, 2002
  -----------------------          Finance and
  Ellen B. Richstone               Administration and
                                   Chief Financial
                                   Officer (Principal
                                   Financial Officer)
  
  /s/ Steven E. Hebert             Principal Accounting   May 13, 2002
  -----------------------          Officer
  Steven E. Hebert
  
  /s/ Roger D. Emerick             Director               May 13, 2002
  -----------------------
  Roger D. Emerick
  
  /s/ Amin J. Khoury               Director               May 13, 2002
  -----------------------
  Amin J. Khoury
  
  /s/ Juergen Giessmann            Director               May 13, 2002
  -----------------------
  Juergen Giessmann
  
  /s/ Joseph Martin                Director               May 13, 2002
  ------------------------
  Joseph Martin
  INDEX TO EXHIBITS
  Exhibit No.                    Description                         Reference
  -----------                    -----------                         ---------
  4.01      Specimen Certificate for shares of the Registrants         A*
                common stock.
  
      4.02      Description of Capital Stock.                            B*, C*
  
      4.03      Rights Agreement, dated July 23, 1997.                   C*, D*
  
      4.04      Amendment to the Rights Agreement between the              D*
                Registrant and Equiserve Trust Company, N.A. as
                Rights Agent.
  
      4.05      Registration Rights Agreement dated January 6, 2000.       D*
  
      4.06      Shareholders Agreement dated January 6, 2000 by and        E*
                among the Registrant, Daifuku America Corporation and
                Daifuku Co., Ltd.
  
      4.07      Stockholders Agreements dated September 30, 1999 by        E*
                and among the Registrant, Jenoptik AG, M+W Zander
                Holding GmbH and Robert J. Therrien.
  
      4.08      Indenture dated as of May 23, 2001 between the             F*
                Registrant and State Street Bank and Trust Company
                (as Trustee).
  
      4.09      Registration Rights Agreement dated May 23, 2001           F*
                among the Registrant and Credit Suisse First Boston
                Corporation and SG Cowen Securities Corporation (as
                representatives of several purchasers).
  
      4.10      Form of 4.75% Convertible Subordinated Note of the         F*
                Registrant in the principal amount of $175,000,000
                dated as May 23, 2001.
  
      4.11      Stock Purchase Agreement dated June 20, 2001 relating      G*
                to the acquisition of CCS Technology, Inc. by the
                Registrant.
  
      4.12      Asset Purchase Agreement dated February 15, 2002           H*
                relating to the acquisition of substantially all of
                the assets of Intelligent Automation Systems, Inc.,
                Intelligent Automation Systems, Inc. Trust and IAS
                Products, Inc. by the Registrant.
  
      4.13      Form of Certificate of Designations, Preferences,          I*
                Rights and Limitations of Special Voting Preferred
                Stock of the Registrant.
  
      5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.       Filed
                                                                        herewith
  
      23.01     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for the Registrant).                        herewith
  
      23.02     Consent of Ernst & Young LLP, Independent Auditors.       Filed
                                                                        herewith
  
      23.03     Consent of PricewaterhouseCoopers LLP (Independent        Filed
                Accountants for General Precision, Inc.).               herewith
  
      23.04     Consent of Brown Rudnick Berlack Israels LLP              Filed
                (included in its legal opinion filed as Exhibit 5.01    herewith
                to this Registration Statement).
  
      24.01     Power of Attorney (included on the signature page of      Filed
                this Registration Statement).                           herewith
  
      99.04     Registrant's 2000 Combination Stock Option Plan, as       Filed
                amended.                                                herewith
  ---------
  A.    Incorporated by reference to the Registrant's registration statement on
        Form S-1 (Registration No. 333-87296) filed on December 13, 1994.
  
                                        -6-
  B.    Incorporated by reference to the Registrant's Form 8-A filed on January
        27, 1995.
  
  C.    Incorporated by reference to the Registrant's Form 8-A filed on August 7,
        1997.
  
  D.    Incorporated by reference to the Registrant's annual report on Form 10-K
        filed on December 13, 2001 for the fiscal year ending September 30, 2001.
  
  E.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on January 19, 2000 and amended on February 14, 2000.
  
  F.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on May 29, 2001.
  
  G.    Incorporated by reference to the Registrant's registration statement on
        Form S-8 (Registration No. 333-67432) filed on August 13, 2001.
  
  H.    Incorporated by reference to the Registrant's current report on Form 8-K
        filed on March 1, 2002.
  
  I.    Incorporated by reference to the Registrant's registration statement on
        Form S-3/A filed on May 13, 2002.
  
  * 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
  and Exchange Commission, which documents are hereby incorporated by reference.
  
                                        -7-