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 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.
                     1993 NONEMPLOYEE DIRECTOR 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>
  ================================================================================
  Title of Each                         Proposed     Proposed
  Class of                              Maximum      Maximum
  Securities             Amount         Offering     Aggregate        Amount of
  to be                  to be          Price Per    Offering         Registration
  Registered             Registered     Share(1)     Price(1)         fee
  ----------             ----------     --------     --------         ---
  <S>                    <C>            <C>          <C>              <C>
  Common Stock, $.01     500,000 (2)    $ 32.49      $16,245,000      $1,494.54
  par value              shares
  
  Preferred Share        500,000         ----         ----             ----
  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
  the following registration statements filed by Registrant on Form S-8:
  Registration No. 333-22717 and Registration No. 333-66429, relating to an
  aggregate of 190,000 shares issuable under the Registrant's 1993 Nonemployee
  Director 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 500,000 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 1993 Nonemployee
         Director 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                                              Description                                                   Reference
  -------                                              -----------                                                   ---------
    No.
    ---
  <S>        <C>                                                                                                   <C>
   4.01      Specimen Certificate for shares of the Registrants common stock.                                            A*
  
   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 Registrant and Equiserve Trust Company, N.A. as               D*
             Rights Agent.
  
   4.05      Registration Rights Agreement dated January 6, 2000.                                                        D*
  
   4.06      Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America                   E*
             Corporation and Daifuku Co., Ltd.
  
   4.07      Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W              E*
             Zander Holding GmbH and Robert J. Therrien.
  
   4.08      Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust Company           F*
             (as Trustee).
  
   4.09      Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First               F*
             Boston Corporation and SG Cowen Securities Corporation (as representatives of several purchasers).
  
   4.10      Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of                    F*
             $175,000,000 dated as May 23, 2001.
  
   4.11      Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology, Inc.            G*
             by the Registrant.
  
   4.12      Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially all           H*
             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, Rights and Limitations of Special Voting                  I*
             Preferred Stock of the Registrant.
  
   5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.                                                   Filed herewith
  
   23.01     Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant).                   Filed herewith
  
   23.02     Consent of Ernst & Young LLP, Independent Auditors.                                                   Filed herewith
  
   23.03     Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.).          Filed herewith
  
   23.04     Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit 5.01     Filed herewith
             to this Registration Statement).
  
   24.01     Power of Attorney (included on the signature page of this Registration Statement).                    Filed herewith
  
   99.04     Registrant's 1993 Nonemployee Director Stock Option Plan, as amended.                                 Filed 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.
  
  
  
  Signature                    Title                                 Date
  
  /s/ Robert J. Therrien
  ------------------------     Director, Chief Executive Officer     May 13, 2002
  Robert J. Therrien           and President (Principal Executive
                               Officer)
  /s/ Ellen B. Richstone
  ------------------------     Senior Vice President Finance and     May 13, 2002
  Ellen B. Richstone           Administration and Chief Financial
                               Officer (Principal Financial
                               Officer)
  /s/ Steven E. Hebert
  ------------------------     Principal Accounting Officer          May 13, 2002
  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
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit                              Description                                                                Reference
  -------                              -----------                                                                ---------
  No.
  ---
  <S>        <C>                                                                                                  <C>
  4.01       Specimen Certificate for shares of the Registrants common stock.                                         A*
  
  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 Registrant and Equiserve Trust Company, N.A. as            D*
             Rights Agent.
  
  4.05       Registration Rights Agreement dated January 6, 2000.                                                     D*
  
  4.06       Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America                E*
             Corporation and Daifuku Co., Ltd.
  
  4.07       Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W           E*
             Zander Holding GmbH and Robert J. Therrien.
  
  4.08       Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust                F*
             Company (as Trustee).
  
  4.09       Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First            F*
             Boston Corporation and SG Cowen Securities Corporation (as representatives of several
             purchasers).
  
  4.10       Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of                 F*
             $175,000,000 dated as May 23, 2001.
  
  4.11       Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology,              G*
             Inc. by the Registrant.
  
  4.12       Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially            H*
             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, Rights and Limitations of Special Voting               I*
             Preferred Stock of the Registrant.
  
  5.01       Legal Opinion of Brown Rudnick Berlack Israels LLP.                                                Filed herewith
  
  23.01      Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant).                Filed herewith
  
  23.02      Consent of Ernst & Young LLP, Independent Auditors.                                                Filed herewith
  
  23.03      Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.).       Filed herewith
  
  23.04      Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit       Filed herewith
             5.01 to this Registration Statement).
  
  24.01      Power of Attorney (included on the signature page of this Registration Statement).                 Filed herewith
  
  99.04      Registrant's 1993 Nonemployee Director Stock Option Plan, as amended.                              Filed 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.
  <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.
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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": "333-88154", "film-number": "02644438"}, "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 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.
                     1993 NONEMPLOYEE DIRECTOR 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
  ================================================================================
  Title of Each                         Proposed     Proposed
  Class of                              Maximum      Maximum
  Securities             Amount         Offering     Aggregate        Amount of
  to be                  to be          Price Per    Offering         Registration
  Registered             Registered     Share(1)     Price(1)         fee
  ----------             ----------     --------     --------         ---
  Common Stock, $.01     500,000 (2)    $ 32.49      $16,245,000      $1,494.54
  par value              shares
  
  Preferred Share        500,000         ----         ----             ----
  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 registration statements filed by Registrant on Form S-8:
  Registration No. 333-22717 and Registration No. 333-66429, relating to an
  aggregate of 190,000 shares issuable under the Registrant's 1993 Nonemployee
  Director 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 500,000 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 1993 Nonemployee
         Director 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                                              Description                                                   Reference
  -------                                              -----------                                                   ---------
    No.
    ---
  4.01      Specimen Certificate for shares of the Registrants common stock.                                            A*
  
   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 Registrant and Equiserve Trust Company, N.A. as               D*
             Rights Agent.
  
   4.05      Registration Rights Agreement dated January 6, 2000.                                                        D*
  
   4.06      Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America                   E*
             Corporation and Daifuku Co., Ltd.
  
   4.07      Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W              E*
             Zander Holding GmbH and Robert J. Therrien.
  
   4.08      Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust Company           F*
             (as Trustee).
  
   4.09      Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First               F*
             Boston Corporation and SG Cowen Securities Corporation (as representatives of several purchasers).
  
   4.10      Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of                    F*
             $175,000,000 dated as May 23, 2001.
  
   4.11      Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology, Inc.            G*
             by the Registrant.
  
   4.12      Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially all           H*
             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, Rights and Limitations of Special Voting                  I*
             Preferred Stock of the Registrant.
  
   5.01      Legal Opinion of Brown Rudnick Berlack Israels LLP.                                                   Filed herewith
  
   23.01     Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant).                   Filed herewith
  
   23.02     Consent of Ernst & Young LLP, Independent Auditors.                                                   Filed herewith
  
   23.03     Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.).          Filed herewith
  
   23.04     Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit 5.01     Filed herewith
             to this Registration Statement).
  
   24.01     Power of Attorney (included on the signature page of this Registration Statement).                    Filed herewith
  
   99.04     Registrant's 1993 Nonemployee Director Stock Option Plan, as amended.                                 Filed 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 Executive Officer     May 13, 2002
  Robert J. Therrien           and President (Principal Executive
                               Officer)
  /s/ Ellen B. Richstone
  ------------------------     Senior Vice President Finance and     May 13, 2002
  Ellen B. Richstone           Administration and Chief Financial
                               Officer (Principal Financial
                               Officer)
  /s/ Steven E. Hebert
  ------------------------     Principal Accounting Officer          May 13, 2002
  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                              Description                                                                Reference
  -------                              -----------                                                                ---------
  No.
  ---
  4.01       Specimen Certificate for shares of the Registrants common stock.                                         A*
  
  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 Registrant and Equiserve Trust Company, N.A. as            D*
             Rights Agent.
  
  4.05       Registration Rights Agreement dated January 6, 2000.                                                     D*
  
  4.06       Shareholders Agreement dated January 6, 2000 by and among the Registrant, Daifuku America                E*
             Corporation and Daifuku Co., Ltd.
  
  4.07       Stockholders Agreements dated September 30, 1999 by and among the Registrant, Jenoptik AG, M+W           E*
             Zander Holding GmbH and Robert J. Therrien.
  
  4.08       Indenture dated as of May 23, 2001 between the Registrant and State Street Bank and Trust                F*
             Company (as Trustee).
  
  4.09       Registration Rights Agreement dated May 23, 2001 among the Registrant and Credit Suisse First            F*
             Boston Corporation and SG Cowen Securities Corporation (as representatives of several
             purchasers).
  
  4.10       Form of 4.75% Convertible Subordinated Note of the Registrant in the principal amount of                 F*
             $175,000,000 dated as May 23, 2001.
  
  4.11       Stock Purchase Agreement dated June 20, 2001 relating to the acquisition of CCS Technology,              G*
             Inc. by the Registrant.
  
  4.12       Asset Purchase Agreement dated February 15, 2002 relating to the acquisition of substantially            H*
             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, Rights and Limitations of Special Voting               I*
             Preferred Stock of the Registrant.
  
  5.01       Legal Opinion of Brown Rudnick Berlack Israels LLP.                                                Filed herewith
  
  23.01      Consent of PricewaterhouseCoopers LLP (Independent Accountants for the Registrant).                Filed herewith
  
  23.02      Consent of Ernst & Young LLP, Independent Auditors.                                                Filed herewith
  
  23.03      Consent of PricewaterhouseCoopers LLP (Independent Accountants for General Precision, Inc.).       Filed herewith
  
  23.04      Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion filed as Exhibit       Filed herewith
             5.01 to this Registration Statement).
  
  24.01      Power of Attorney (included on the signature page of this Registration Statement).                 Filed herewith
  
  99.04      Registrant's 1993 Nonemployee Director Stock Option Plan, as amended.                              Filed 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.