Edgar Filing: BROOKS AUTOMATION INC

As filed with the Securities and Exchange Commission on June 30, 2004

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

BROOKS AUTOMATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 04-3040660
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
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(Address of Principal Executive Offices) (Zip Code)

BROOKS AUTOMATION, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)

ROBERT J. THERRIEN, CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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(Name and Address of Agent For Service)

(978) 262-2400
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(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Proposed
Title of Each Maximum
Class of Proposed Maximum Aggregate
Securities to be Amount to be Offering Price Offering
Registered Registered Per Share(1) Price(1) Amount of Registration fee
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Common Stock, 750,000 (2) $19.59 $14,692,500 $1,861.54
$.01 par value shares

Preferred Share 750,000 ---- ---- ----
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 of the high and low prices for the Registrant's common stock
on the Nasdaq National Market on June 28, 2004.

(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.

STATEMENT REGARDING PRIOR REGISTRATION STATEMENTS

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 the Registrant's 1995 Employee Stock Purchase Plan, 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, Registration No.
333-07315, and Registration No. 333-88160, relating to an aggregate of 1,500,000
shares issuable under the Registrant's 1995 Employee Stock Purchase Plan.
Following the registration of the additional 750,000 shares under this
Registration Statement, a total of 2,250,000 shares will be registered under the
1995 Employee Stock Purchase Plan, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

Exhibit No. Description Reference
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5.01 Legal Opinion of Brown Rudnick Berlack Israels LLP. Filed herewith

23.01 Consent of PricewaterhouseCoopers LLP (independent registered public
accounting firm for the Registrant). Filed herewith

23.02 Consent of Brown Rudnick Berlack Israels LLP (included in its legal opinion
filed as Exhibit 5.01 to this Registration Statement). Filed herewith

24.01 Power of Attorney (included on the signature page of this Registration
Statement). Filed herewith

99.01 Registrant's 1995 Employee Stock Purchase Plan, as amended. Filed herewith

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
30th day of June, 2004.

BROOKS AUTOMATION, INC.

By: /s/ Robert J. Therrien
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Robert J. Therrien
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Thomas S. Grilk, 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
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/s/ Robert J. Therrien Director, Chairman and Chief June 30, 2004
--------------------------------- Executive Officer (Principal
Robert J. Therrien Executive Officer)

/s/ Robert W. Woodbury, Jr. Senior Vice President and June 30, 2004
--------------------------------- Chief Financial Officer
Robert W. Woodbury, Jr. (Principal Financial and
Accounting Officer)

/s/ Edward C. Grady Director, President and Chief June 30, 2004
--------------------------------- Operating Officer
Edward C. Grady

/s/ Roger D. Emerick Director June 30, 2004
---------------------------------
Roger D. Emerick

/s/ Amin J. Khoury Director June 30, 2004
---------------------------------
Amin J. Khoury

/s/ A. Clinton Allen Director June 30, 2004
---------------------------------
A. Clinton Allen

/s/ Joseph R. Martin Director June 30, 2004
---------------------------------
Joseph R. Martin