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.
                          1995 EMPLOYEE STOCK PURCHASE 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 Class                                 Proposed Maximum            Proposed Maximum
  of Securities to be         Amount to be            Offering Price Per         Aggregate Offering             Amount of
     Registered                Registered                 Share(1)                    Price(1)                Registration fee
  -------------------         -------------           ------------------         ------------------           ----------------
  <S>                         <C>                     <C>                        <C>                          <C>
  
  Common Stock, $.01          750,000 (2)                   $32.49                   $24,367,500                  $2,241.81
  par value                   shares
  
  Preferred Share             750,000                           --                            --                         --
  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. 333-40848, Registration No. 333-66457, Registration No.
  333-66429, and Registration No. 333-07315, relating to an aggregate of 750,000
  shares issuable under the Registrant's 1995 Employee Stock Purchase 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 750,000 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 1995 Employee
           Stock Purchase 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 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.             D*
                   as 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,             E*
                   M+W 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                F*
                   First 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                        H*
                   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, Rights and Limitations of Special                    I*
                   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 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 1995 Employee Stock Purchase 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 14, 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 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
  -------------------------------
  Steven E. Hebert                          Principal Accounting Officer             May 13, 2002
  
  /s/ Roger D. Emerick
  -------------------------------
  Roger D. Emerick                          Director                                 May 13, 2002
  
  /s/ Amin J. Khoury
  -------------------------------
  Amin J. Khoury                            Director                                 May 13, 2002
  
  /s/ Juergen Giessmann
  -------------------------------
  Juergen Giessmann                         Director                                 May 13, 2002
  
  /s/ Joseph Martin
  -------------------------------
  Joseph Martin                             Director                                 May 13, 2002
  
  </TABLE>
  <PAGE>
                                  INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
  
  Exhibit No.                                             Description                                                 Reference
  -----------                                             -----------                                                 ---------
  <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.             D*
                    as 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,             E*
                    M+W 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                F*
                    First 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                        H*
                    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, Rights and Limitations of Special                    I*
                    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 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 1995 Employee Stock Purchase 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 14, 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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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.
                          1995 EMPLOYEE STOCK PURCHASE 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 Class                                 Proposed Maximum            Proposed Maximum
  of Securities to be         Amount to be            Offering Price Per         Aggregate Offering             Amount of
     Registered                Registered                 Share(1)                    Price(1)                Registration fee
  -------------------         -------------           ------------------         ------------------           ----------------
  Common Stock, $.01          750,000 (2)                   $32.49                   $24,367,500                  $2,241.81
  par value                   shares
  
  Preferred Share             750,000                           --                            --                         --
  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. 333-40848, Registration No. 333-66457, Registration No.
  333-66429, and Registration No. 333-07315, relating to an aggregate of 750,000
  shares issuable under the Registrant's 1995 Employee Stock Purchase 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 750,000 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 1995 Employee
           Stock Purchase 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 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.             D*
                   as 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,             E*
                   M+W 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                F*
                   First 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                        H*
                   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, Rights and Limitations of Special                    I*
                   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 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 1995 Employee Stock Purchase 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 14, 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
  -------------------------------
  Steven E. Hebert                          Principal Accounting Officer             May 13, 2002
  
  /s/ Roger D. Emerick
  -------------------------------
  Roger D. Emerick                          Director                                 May 13, 2002
  
  /s/ Amin J. Khoury
  -------------------------------
  Amin J. Khoury                            Director                                 May 13, 2002
  
  /s/ Juergen Giessmann
  -------------------------------
  Juergen Giessmann                         Director                                 May 13, 2002
  
  /s/ Joseph Martin
  -------------------------------
  Joseph Martin                             Director                                 May 13, 2002
  INDEX TO EXHIBITS
  Exhibit No.                                             Description                                                 Reference
  -----------                                             -----------                                                 ---------
  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.             D*
                    as 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,             E*
                    M+W 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                F*
                    First 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                        H*
                    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, Rights and Limitations of Special                    I*
                    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 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 1995 Employee Stock Purchase 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 14, 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.