content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 30, 2001
                                                             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.
        2001 RESTRICTED STOCK PURCHASE PLAN FOR KLA PRODUCT LINE ACQUISITION
        --------------------------------------------------------------------
                              (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,             50,000(2)            $  51.89               $2,594,500               $648.63
  $.01 par value
  
  Preferred Share           50,000                ___________           __________              _________
  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 May 29, 2001.
  
  (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
  
  
  (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 50,000 rights registered by
       this Registration Statement represent one right that may be issued in
       connection with each share of common stock awarded under the Registrant's
       2001 Restricted Stock Purchase Plan for KLA Product Line Acquisition. 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;
  
       (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.
  
       The validity of the securities offered hereby has been passed upon for the
  Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
  Boston, Massachusetts 02111.
  
  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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  
  
                                        II-1
  <PAGE>   4
  ITEM 8. EXHIBITS.
  
       4.2  Description of Capital Stock (contained in the Certificate of
            Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to
            the Registrant's Quarterly Report on Form 10-Q).*
  
       4.3  Rights Agreement, dated July 23, 1997.**
  
       5.1  Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
      23.1  Consent of PricewaterhouseCoopers LLP
  
      23.2  Consent of Brown, Rudnick, Freed & Gesmer (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 2001 Restricted Stock Purchase Plan for KLA Product Line
            Acquisition.
  
  ---------
  * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
  for the quarterly period ended March 31, 2000. The number assigned to each
  Exhibit above is the same as the number assigned to the Exhibit in the Quarterly
  Report.
  
  ** 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.
  
  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-2
  <PAGE>   5
  
  
                                     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
  29 day of May, 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.
  
  
  <TABLE>
  <CAPTION>
  Signature                                        Title                            Date
  ---------                                        -----                            ----
  
  <S>                                              <C>                              <C>
  /s/ Robert J. Therrien                           Director, Chief Executive        May 29, 2001
  ------------------------------------             Officer and President
  Robert J. Therrien                               (Principal Executive Officer)
  
  /s/ Ellen B. Richstone                           Senior Vice President Finance    May 29, 2001
  ------------------------------------             and Administration and Chief
  Ellen B. Richstone                               Financial Officer (Principal
                                                   Financial Officer)
  
  /s/ Steven E. Hebert                             Principal Accounting Officer     May 30, 2001
  ------------------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick                             Director                         May 29, 2001
  ------------------------------------
  Roger D. Emerick
  
  /s/ Amin J. Khoury                               Director                         May 30, 2001
  ------------------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessman                             Director                         May 30, 2001
  ------------------------------------
  Juergen Giessmann
  </TABLE>
  
  
  <PAGE>   6
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER
  -------
  <S>       <C>
   4.2      Description of Capital Stock (contained in the Certificate of Incorporation,
            as amended, of the Registrant, filed as Exhibit 3.01 to the Registrant's
            Quarterly Report on Form 10-Q).*
  
   4.3      Rights Agreement, dated July 23, 1997.**
  
   5.1      Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Brown, Rudnick, Freed & Gesmer (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 2001 Restricted Stock Purchase Plan for KLA Product Line
            Acquisition.
  </TABLE>
  
  ---------
  * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
  for the quarterly period ended March 31, 2000. The number assigned to each
  Exhibit above is the same as the number assigned to the Exhibit in the Quarterly
  Report.
  
  ** 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.
  
  
                                        II-4
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b39566bas-8.txt", "description": "BROOKS AUTOMATION", "secsgml_size_bytes": 16669}]
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": "333-61928", "film-number": "1651013"}, "business-address": {"street1": "15 ELIZABETH DR", "city": "CHELMSFORD", "state": "MA", "zip": "01824", "phone": "9782622566"}, "mail-address": {"street1": "15 ELIZABETH DRIVE", "city": "CHELMSBORO", "state": "MA", "zip": "01824"}}
text: 1
        As filed with the Securities and Exchange Commission on May 30, 2001
                                                             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.
        2001 RESTRICTED STOCK PURCHASE PLAN FOR KLA PRODUCT LINE ACQUISITION
        --------------------------------------------------------------------
                              (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,             50,000(2)            $  51.89               $2,594,500               $648.63
  $.01 par value
  
  Preferred Share           50,000                ___________           __________              _________
  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 May 29, 2001.
  
  (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
  
  (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 50,000 rights registered by
       this Registration Statement represent one right that may be issued in
       connection with each share of common stock awarded under the Registrant's
       2001 Restricted Stock Purchase Plan for KLA Product Line Acquisition. 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;
  
       (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.
  
       The validity of the securities offered hereby has been passed upon for the
  Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
  Boston, Massachusetts 02111.
  
  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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
                                        II-1
  4
  ITEM 8. EXHIBITS.
  
       4.2  Description of Capital Stock (contained in the Certificate of
            Incorporation, as amended, of the Registrant, filed as Exhibit 3.01 to
            the Registrant's Quarterly Report on Form 10-Q).*
  
       4.3  Rights Agreement, dated July 23, 1997.**
  
       5.1  Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
      23.1  Consent of PricewaterhouseCoopers LLP
  
      23.2  Consent of Brown, Rudnick, Freed & Gesmer (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 2001 Restricted Stock Purchase Plan for KLA Product Line
            Acquisition.
  
  ---------
  * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
  for the quarterly period ended March 31, 2000. The number assigned to each
  Exhibit above is the same as the number assigned to the Exhibit in the Quarterly
  Report.
  
  ** 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.
  
  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-2
  5
  
                                     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
  29 day of May, 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        May 29, 2001
  ------------------------------------             Officer and President
  Robert J. Therrien                               (Principal Executive Officer)
  
  /s/ Ellen B. Richstone                           Senior Vice President Finance    May 29, 2001
  ------------------------------------             and Administration and Chief
  Ellen B. Richstone                               Financial Officer (Principal
                                                   Financial Officer)
  
  /s/ Steven E. Hebert                             Principal Accounting Officer     May 30, 2001
  ------------------------------------
  Steven E. Hebert
  
  /s/ Roger D. Emerick                             Director                         May 29, 2001
  ------------------------------------
  Roger D. Emerick
  
  /s/ Amin J. Khoury                               Director                         May 30, 2001
  ------------------------------------
  Amin J. Khoury
  
  /s/ Juergen Giessman                             Director                         May 30, 2001
  ------------------------------------
  Juergen Giessmann
  6
  
                                  INDEX TO EXHIBITS
  EXHIBIT
  NUMBER
  -------
  4.2      Description of Capital Stock (contained in the Certificate of Incorporation,
            as amended, of the Registrant, filed as Exhibit 3.01 to the Registrant's
            Quarterly Report on Form 10-Q).*
  
   4.3      Rights Agreement, dated July 23, 1997.**
  
   5.1      Legal Opinion of Brown, Rudnick, Freed & Gesmer.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Brown, Rudnick, Freed & Gesmer (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 2001 Restricted Stock Purchase Plan for KLA Product Line
            Acquisition.
  ---------
  * Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
  for the quarterly period ended March 31, 2000. The number assigned to each
  Exhibit above is the same as the number assigned to the Exhibit in the Quarterly
  Report.
  
  ** 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.
  
                                        II-4