BROOKS AUTOMATION INC, 424B1, 1997-09-19

BROOKS AUTOMATION INC
424B1, 1997-09-19
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE>

PROSPECTUS

2,321,000 SHARES
LOGO
COMMON STOCK

----------------

Of the 2,321,000 shares of Common Stock (the "Common Stock") of Brooks
Automation, Inc., a Delaware corporation (the "Company"), being offered
hereby, 2,000,000 shares are being offered by the Company and 321,000 shares
are being offered by certain stockholders of the Company (the "Selling
Stockholders"). See "Principal and Selling Stockholders." The Company will not
receive any of the proceeds from the sale of shares by the Selling
Stockholders.

The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "BRKS." On September 18, 1997, the last reported sale price
on the Nasdaq National Market for the Common Stock was $37 3/8 per share.
----------------

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.

----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
TO PUBLIC DISCOUNTS(1) COMPANY(2) STOCKHOLDERS
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............ $37.25 $1.86 $35.39 $35.39
- ------------------------------------------------------------------------------
Total(3)............. $86,457,250 $4,317,060 $70,780,000 $11,360,190
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $375,000.
(3) The Company and one of the Selling Stockholders have granted an option to
the Underwriters, exercisable within 30 days of the date hereof, to
purchase up to 348,150 additional shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the total Price to Public, Underwriting Discounts, Proceeds to Company and
Proceeds to Selling Stockholders will be $99,425,837, $4,964,619,
$81,331,528 and $13,129,690, respectively. See "Underwriting."

----------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected
that delivery of the shares of Common Stock will be made in New York, New York
on or about September 24, 1997.

----------------
MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED

NEEDHAM & COMPANY, INC. COWEN & COMPANY

----------------

The date of this Prospectus is September 18, 1997
<PAGE>

WE DELIVER PRODUCTIVITY(TM)

BROOKS AUTOMATION NEXT GENERATION 300 MILLIMETER
HYBRID VACUUM AND ATMOSPHERIC CENTRAL WAFER HANDLING AND
THERMAL CONDITIONING SYSTEMS FOR CLUSTER TOOLS

Marathon Express 8000 Under Development, Scheduled
Avaliability Q1,1998

SEMI/MESC
Interface

Central OEM Process Module
Vacuum Wafer
Handling with Brooks
System ClusterLink 3
Process Module
Control Software
MagnaTran 7 Robot
with LeapFrog Arm
Configuration TopCooler 3 or
TopHeater 3

TopLigner 3 or VCE 7 Vacuum
TopHeater 3 ARTWORK Cassette Elevator
depicts each of the captioned (1 to 30 Wafers)
products.

In-Line Atmospheric AcuTran 3 and
Wafer Handling AcuLigner 3 on
System AcuTrav 3

ClusterLink 3
Cluster Tool Control
Software
300mm Open Cassette
or Front Opening
Unified Pod (FOUP)

300 Millimeter
Systems and Modules

VCE 5 Vacuum Cassette
Elevator with Batch Wafer
Transfer Arm Option Caliber 2000
In-Line Atmospheric
Wafer Handling System
for 300mm Wafers

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON STOCK TO
COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK
ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

<PAGE>

BROOKS AUTOMATION NEXT GENERATION NEW PRODUCT LINE FOR
200 ATMOSPHERIC IN-LINE AND CENTRAL WAFER
HANDLING SYSTEMS WITH INTEGRATED CONTROL SOFTWARE

Caliber 400
In-Line
Atmospheric
ClusterLink 3 Wafer Handling
Control Software for the System
Atmospheric Express 600

ARTWORK
depicts each of the captioned products.

AcuTran 3
Direct Magnetic
Drive Atmospheric
Wafer Transfer
Robot

Atmospheric Express 600
Controlled Environment
Cluster Platform Sales software aid for
process tool throughput
simulation

200 Millimeter Atmospheric Systems and Modules
<PAGE>

BROOKS AUTOMATION NEXT GENERATION
200 MILLIMETER VACUUM CENTRAL WAFER HANDLING
SYSTEMS AND INTEGRATED CONTROL SOFTWARE

Marathon
Express 800
Vacuum Cluster
Platform
with the
MagnaTran 7X
Direct Magnetic
Drive
Transfer Robot

ClusterLink 3
Control Software
for the Marathon
Express 800 ARTWORK

depicts each of the captioned products.

MagnaTran 7F
LeapFrog Arm
Configuration
MagnaTran 7X
FrogArm
Configuration
MagnaTran 7B
BI-Symmetric Arm
Configuration

200 Millimeter Vacuum Systems and Modules
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the Consolidated Financial
Statements, including the notes thereto, appearing elsewhere in this Prospectus
or incorporated by reference herein. Except as otherwise indicated, all
information in this Prospectus assumes no exercise of the Underwriters' over-
allotment options. References to "Common Stock" include "Rights" issuable
pursuant to that certain Rights Agreement entered into in July 1997 providing
for the delivery of a Right along with each share of Common Stock issued by the
Company. Investors should carefully consider the information set forth under
the heading "Risk Factors."

THE COMPANY

The Company is a leading worldwide independent developer, manufacturer and
supplier of wafer and substrate handling robots, modules, software, controls
and fully integrated cluster tool handling systems for the semiconductor and
flat panel display process equipment industries. The Company's products have
evolved from individual robots used to transfer wafers in advanced production
equipment to fully integrated handling system solutions that increase the
throughput and utilization of semiconductor and flat panel display process
equipment. In 1997, the Company introduced a line of products for the
atmospheric handling market, including in-line and controlled environment
systems, robots, aligners and traversers.

The demand for more productive and cost-effective wafer and substrate
handling systems poses significant engineering challenges related to
throughput, reliability, accuracy and contamination control. The automation
requirements of the wafer and substrate handling equipment market have resulted
in two common architectural solutions--cluster tool and in-line handling
systems. Cluster tool handling systems typically link together multiple
processes such as deposition, etch, heating and cooling using a transfer robot
located in a central vacuum chamber. In-line handling systems typically link
together multiple processes such as photoresist processing using a transfer
robot located on an atmospheric horizontal traverser. The automation and
integration of cluster and in-line process equipment also requires the use of
advanced system software and controls.

Since 1989, the Company has invested over $40 million in research and
development focused on developing vacuum transfer robots and other vacuum
automation modules and systems. These investments have enabled the Company to
introduce multiple generations of products which have improved throughput,
reliability, accuracy and contamination control. Currently, in the United
States, the Company has obtained 19 patents and has 29 patent applications
pending on its behalf.

The Company's objective is to be the volume supplier of choice to
multinational process equipment OEMs requiring high performance automation
equipment, software and control solutions. The Company is pursuing a variety of
strategies to accomplish this objective including expanding its customer
relationships, providing total handling systems solutions, enhancing its
technological leadership, continuing its commitment to worldwide markets and
capitalizing on product cycle transitions.

The Company markets and sells its wafer and substrate handling systems and
modules in the United States, Asia and Europe through its direct sales and
marketing organization, primarily to vacuum process equipment OEMs. The Company
intends to market its developing family of atmospheric wafer handling equipment
to existing and potential customers. To enhance customer service, the Company
maintains and is expanding regional sales centers and technology support
centers in California, British Columbia, South Korea, Japan, Taiwan and the
United Kingdom. Significant process equipment OEM customers include Anelva, CVC
Products, Lam Research, Novellus Systems, TEL, Ulvac and Veeco Instruments.
Semiconductor manufacturer customers include Intel and Samsung.

The Company's principal executive offices are located at 15 Elizabeth Drive,
Chelmsford, Massachusetts 01824, and its telephone number is (508) 262-2400. As
used herein, the term "Company" refers to Brooks Automation, Inc., its wholly-
owned subsidiaries and the predecessors of Brooks Automation, Inc.

3
<PAGE>

THE OFFERING

<TABLE>
<C> <S>
Common Stock Offered:
By the Company............................ 2,000,000 shares
By the Selling Stockholders............... 321,000 shares
Total Common Stock Offered................... 2,321,000 shares
Common Stock Outstanding after the Offering.. 9,738,138 shares(1)
Use of Proceeds to the Company............... For the repayment of certain
indebtedness and for working capital
and general corporate purposes,
including facilities expansion and
potential acquisitions. See "Use of
Proceeds."
Nasdaq National Market Symbol................ "BRKS"
</TABLE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS
FISCAL YEARS ENDED SEPTEMBER 30, ENDED JUNE 30,
--------------------------------------- ---------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA (2):
Revenues................ $12,946 $16,425 $26,651 $50,958 $90,432 $66,446 $55,603
Gross profit............ 5,176 6,761 10,646 21,175 37,822 27,968 17,509
Research and
development............ 2,080 2,120 3,843 6,818 12,359 9,023 9,722
Selling, general and
administrative......... 2,460 3,226 4,025 7,188 12,436 9,183 8,979
Income (loss) from
operations............. 636 1,415 2,778 7,169 13,027 9,762 (1,192)
Net income (loss)....... 325 1,138 1,616 4,945 8,497 6,332 (1,237)
Net income (loss) per
share.................. $ 0.07 $ 0.24 $ 0.32 $ 0.73 $ 1.04 $ 0.77 $ (0.16)
Weighted average number
of common and common
equivalent shares...... 4,541 4,737 5,045 6,803 8,199 8,221 7,614
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------
ACTUAL AS ADJUSTED(3)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA (2):
Working capital........................................ $27,487 $ 97,892
Total assets........................................... 73,580 133,535
Current portion of long term debt and capital lease
obligations........................................... 10,850 400
Long-term debt, capital lease obligations and other
liabilities, less current portion..................... 579 579
Total stockholders' equity............................. 49,896 120,301
</TABLE>
- --------
(1) Does not include 1,193,109 shares of Common Stock reserved for issuance as
of August 15, 1997 upon exercise of outstanding stock options.
(2) All financial information presented herein has been retroactively restated
to reflect the acquisition of Techware Systems Corporation ("Brooks
Canada") in February 1996, which has been accounted for as a pooling of
interests. See Notes 1 and 2 to Consolidated Financial Statements for
additional information.
(3) Adjusted to reflect the sale of the 2,000,000 shares of Common Stock
offered by the Company hereby, at the offering price of $37.25 per share
net of the underwriting discounts and estimated offering expenses, and the
application of the estimated net proceeds therefrom. See "Use of Proceeds"
and "Capitalization."

Aculigner(TM), Acutran(TM), Acutrav(TM), BiSymmetrik(TM), Caliber(TM),
Hercules(TM), InCooler(TM), InLigner(TM), LeapFrog(TM), MagnaTran(TM),
Marathon(TM), Marathon Express(TM), MultiTran(TM), VCE(TM), VacuTran(TM), We
Deliver Productivity(TM) and the Company's logo are trademarks of the Company.
Service marks and trademarks of other companies are used in this Prospectus.

4
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus and in the documents incorporated by
reference herein constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. The information
contained herein under the headings "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" contain such
forward-looking statements concerning the future of the industry, product
development, business strategy (including future acquisitions), continued
acceptance and growth of the Company's products and dependence on significant
customers. The words "believe," "expect," "anticipate," "intend," "project"
and "plan" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made. All such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, those listed below under the heading entitled
"Risk Factors."

RISK FACTORS

An investment in the shares of Common Stock offered by this Prospectus
involves a high degree of risk. In addition to the other information contained
in this Prospectus, the following risk factors should be carefully considered
in evaluating the Company before purchasing shares of Common Stock offered
hereby.

FLUCTUATIONS IN OPERATING RESULTS

The Company's operating results have in the past fluctuated and may in the
future continue to fluctuate significantly depending upon a variety of
factors. Such factors may include: the demand for semiconductors in general;
cyclicality in the market for semiconductor manufacturing equipment; the
timing and size of orders from the Company's customer base; the ability of the
Company to manufacture, test and deliver products in a timely and cost
effective manner; the ability of the Company's competitors to obtain orders
from the Company's customers; the timing of new product announcements and
releases by the Company and its competitors; the mix of products sold by the
Company; and competitive pricing pressures.

The Company has historically derived a substantial portion of its quarterly
and annual revenues from the sale of a relatively small number of
semiconductor and flat panel display substrate handling systems, which have
relatively high selling prices compared to its other products. As a result,
the precise timing of the recognition of revenue from an order for one or a
small number of systems can have a significant impact on the Company's total
revenues and operating results for a particular period. The Company's
operating results for a particular period could be adversely affected if
orders for a small number of systems are canceled or rescheduled by customers
or cannot be filled in time to recognize revenue during that period due to,
for example, unanticipated manufacturing, testing, shipping or product
acceptance delays. The Company's expense levels are based, in large part, on
the Company's expectations as to future revenues and are, therefore,
relatively fixed in the short term. If revenue levels fall below expectations,
net income will be disproportionately and adversely affected. The impact of
these and other factors on the Company's revenues and operating results in any
future period cannot be forecast with any degree of certainty. These factors
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

DEPENDENCE ON SEMICONDUCTOR INDUSTRY

The Company's business is significantly dependent on capital expenditures by
manufacturers of semiconductors. The semiconductor industry is highly cyclical
and has experienced periods of oversupply, resulting in significantly reduced
demand for capital equipment, including the products manufactured and marketed
by the Company. The Company's future financial condition, revenues and
operating results may be materially and adversely affected by semiconductor
industry downturns or slowdowns. The Company believes that downturns in the
semiconductor manufacturing industry will occur in the future, and will result
in decreased

5
<PAGE>

demand for semiconductor manufacturing equipment. In addition, the Company
believes that its ability to reduce expenses in a future downturn will be
constrained by the need for continual investment in research and development,
and the need to maintain extensive ongoing customer service and support
capability. Accordingly, any downturn in the semiconductor industry could have
a material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Industry Background."

CUSTOMER CONCENTRATION

Relatively few customers account for a substantial portion of the Company's
revenues. Sales to the Company's ten largest customers in the first nine
months of fiscal 1997 and in fiscal 1996 accounted for 69% and 70% of
revenues, respectively. In the first nine months of fiscal 1997 and in fiscal
1996, sales to Lam Research Corporation ("Lam"), the Company's largest
customer in these periods, accounted for 23% and 21% of the Company's
revenues, respectively. The Company expects that sales to Lam will continue to
represent a significant portion of the Company's revenues for the foreseeable
future. The Company's customers, including Lam, generally do not enter into
long-term agreements obligating them to purchase the Company's products. A
reduction or delay in orders from Lam or other significant customers,
including reductions or delays due to market, economic or competitive
conditions in the semiconductor or flat panel display industries, could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Customers."

RELIANCE ON OEM CUSTOMERS; LENGTHY SALES CYCLE

The Company's products are principally sold to OEMs which incorporate the
Company's products into their equipment. Due to the significant capital
commitments usually incurred by semiconductor and flat panel display
manufacturers in their purchases of these OEMs' equipment, these manufacturers
demand highly reliable products which may require several years for OEMs to
develop. The Company's revenues are therefore primarily dependent upon the
timing and effectiveness of the efforts of its OEM customers in developing and
marketing equipment incorporating the Company's products.

The Company's new products are generally incorporated into an OEM customer's
process tools at the design stage. However, customer decisions to use the
Company's products, which can often require significant expenditures by the
Company without any assurance of success, often precede the generation of
volume sales, if any, by a year or more. There can be no assurance that the
Company will continue to achieve design wins, that the process tools
manufactured by the Company's customers will be introduced in a timely manner
or that such systems will achieve market acceptance. The Company's or its
customers' failure to develop and introduce new products successfully and in a
timely manner could materially and adversely affect the Company's business,
financial condition and results of operations. See "Business--Customers" and
"--Marketing, Sales and Customer Support."

NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE

The semiconductor and flat panel display manufacturing industries have been
characterized by rapid technological change and evolving industry requirements
and standards. The Company believes that these trends will continue. The
Company's success will depend upon its ability to enhance its existing
products and to develop and market new products to meet customer requirements.
Successful product development and introduction depends on a number of
factors, including accurate new product definition, timely completion and
introduction of new product designs and market acceptance of the Company's
products and its customers' products. Currently, the Company's major
development programs include expanding its product offerings of semiconductor
and flat panel display substrate handling systems to address emerging industry
requirements for 300mm wafer and fourth generation flat panel substrates, as
well as wafer handling systems and modules for atmospheric process tools. In
addition, the Company continues to develop and enhance its process control
software product offerings. There can be no assurance that the Company will
adjust to changing market

6
<PAGE>

conditions or be successful in introducing products or product enhancements on
a timely basis, if at all, or that the Company will be able to market
successfully these products and product enhancements once developed. Further,
there can be no assurance that the Company's products will not be rendered
obsolete by new industry standards or changing technology. See "Business--
Research and Development."

RISKS OF INTERNATIONAL SALES AND OPERATIONS

Approximately 31% and 20% of the Company's revenues in the first nine months
of fiscal 1997 and in fiscal 1996, respectively, were derived from customers
located outside the United States. The Company anticipates that international
sales will continue to account for a significant portion of its revenues. To
support its overseas customers, the Company maintains subsidiaries in Japan,
Europe, South Korea and Taiwan and is expanding its field service and support
operations in Japan, Europe, South Korea, Taiwan and Southeast Asia. There can
be no assurance that the Company will be able to manage these operations
effectively or that the Company's investment in these activities will enable
it to compete successfully in international markets or to meet the service and
support needs of its customers.

Additionally, a significant portion of the Company's sales and operations
could be subject to certain risks, including tariffs, foreign government
standards and regulations and other barriers, difficulties in staffing and
managing foreign subsidiary and branch operations, currency exchange risks and
exchange controls, adverse tax consequences and difficulty in accounts
receivable collection. International trade regulations, such as United States
export controls, could change in the future and make it more difficult for the
Company to export its products to various countries. There can be no assurance
that any of these factors will not have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Marketing, Sales and Customer Support."

INTELLECTUAL PROPERTY RISKS

The Company believes that the success of its business depends more on such
factors as the technical expertise and innovative skills of its employees,
than on patents, copyrights, trade secrets and other intellectual property
rights. Nevertheless, the success of the Company may depend in part on
patents. As of July 31, 1997, the Company had obtained 19 United States
patents and had 29 United States patent applications pending on its behalf. In
addition, the Company has obtained 10 foreign patents and has 32 foreign
patent applications pending on its behalf. The Company's United States patents
expire at various times from 1999 to 2015. There can be no assurance that the
Company's pending patent applications or any future applications will be
approved, that any patents will provide it with competitive advantages or will
not be challenged by third parties, or that the patents of others will not
have an adverse effect on the Company's ability to do business. Because
foreign patents may afford less protection under foreign law than is available
under United States patent law, there can be no assurance that any such
patents issued to the Company will adequately protect the Company's
proprietary information. There can be no assurance that others will not
independently develop similar products, duplicate the Company's products or,
if patents are issued to the Company, design around the patents issued to the
Company.

Others may have filed and may file patent applications in the future that
are similar or identical to those of the Company. To determine the priority of
inventions, the Company may have to participate in interference proceedings
declared by the United States Patent and Trademark Office that could result in
substantial cost to the Company. No assurance can be given that any such
patent application will not have priority over patent applications filed on
behalf of the Company.

The Company also relies upon trade secret protection, employee and third-
party nondisclosure agreements and other intellectual property protection
methods to protect its confidential and proprietary information. Despite these
efforts, there can be no assurance that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to the Company's trade secrets or disclose such technology or that
the Company can meaningfully protect its trade secrets.

7
<PAGE>

The Company has in the past been, and may in the future be, notified that it
may be infringing intellectual property rights possessed by other third
parties. Any patent litigation would be costly and could divert the efforts
and attention of the Company's management and technical personnel, which could
have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that infringement claims
by third parties or other claims for indemnification by customers or end users
of the Company's products resulting from infringement claims will not be
asserted in the future or that such assertions, if proven to be true, will not
materially and adversely affect the Company's business, financial condition
and results of operations. If any such claims are asserted against the
Company's intellectual property rights it may seek to enter into a royalty or
licensing arrangement. There can be no assurance, however, that a license will
be available on reasonable terms or at all. The Company could decide, in the
alternative, to resort to litigation to challenge such claims or to design
around the patented technology. Such actions could be costly and would divert
the efforts and attention of the Company's management and technical personnel,
which would materially and adversely affect the Company's business, financial
condition and results of operations. See "Business--Patents and Proprietary
Rights."

MANAGEMENT OF GROWTH

The Company's strategy is to grow by providing hardware and software
solutions to enhance semiconductor and flat panel display substrate handling
systems of advanced production tools used to produce semiconductors and flat
panel displays. Due to the level of technical and marketing expertise
necessary to support its existing and new customers, the Company must attract
highly qualified and well-trained domestic and international personnel. There
is a limited number of persons with the requisite skills to serve in these
positions and it may become increasingly difficult for the Company to hire
such personnel. The Company will also be required to manage its expanding
international operations, to effect timely deliveries of its products and to
maintain the product quality and reliability required by its customers. The
Company's expansion may also significantly strain the Company's management,
manufacturing, financial and other resources. There can be no assurance that
the Company's systems, procedures, controls and existing space will be
adequate to support the Company's operations. Failure to properly manage the
Company's growth, if any, could have a material adverse effect on the
Company's business, financial condition and results of operations.

HIGHLY COMPETITIVE INDUSTRY

The markets for the Company's products are highly competitive and subject to
rapid technological change. The Company believes that its primary competition
is from integrated OEMs that satisfy their semiconductor and flat panel
display handling needs in-house rather than by purchasing systems or modules
from an independent supplier such as the Company. Many of these other
potential competitors have substantially greater resources than the Company.
Applied Materials, Inc. ("Applied Materials"), the leading process equipment
OEM, develops and manufactures its own central wafer and flat panel display
substrate handling systems and modules. There can be no assurance that the
Company will be successful in selling its products to OEMs that currently
satisfy their substrate handling needs in-house, regardless of the performance
or the price of the Company's products. Moreover, there can be no assurance
that integrated OEMs will not begin to commercialize their handling
capabilities. Competitors may develop superior products or products of similar
quality at the same or lower prices. Other technical innovations may impair
the Company's ability to market its products. There can be no assurance that
the Company will be able to compete successfully. See "Business--Competition."

8
<PAGE>

RELIANCE ON KEY EMPLOYEES

The Company's success will depend in large part on the continued services of
its President and Chief Executive Officer, Robert J. Therrien, as well as
other key domestic and international management employees. Competition for
such personnel is intense and there can be no assurance that the Company will
be able to retain and attract the personnel necessary for the development of
its business. See "Management."

RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS

The Company may pursue potential acquisitions of businesses, products and
technologies that could complement or expand the Company's business. The
Company currently has no plans, commitments or agreements with respect to any
material acquisitions and there can be no assurance that the Company will be
able to identify any appropriate acquisition candidates. If the Company
identifies an acquisition candidate, there can be no assurance that the
Company will be able to successfully negotiate the terms of any such
acquisition, finance such acquisition or integrate such acquired businesses,
products or technologies into the Company's existing business and products.
The negotiation of potential acquisitions as well as the integration of an
acquired business could cause diversion of management's time and resources,
and require the Company to use proceeds from the offering to consummate a
potential acquisition. Future acquisitions by the Company could result in
potentially dilutive issuances of equity securities, the incurrence of debt
and contingent liabilities and amortization expenses. If any such acquisition
were to occur, there can be no assurance that, whether or not consummated, any
such acquisition would not have a material adverse effect on the Company's
business, financial condition and results of operations. See "Use of
Proceeds."

ANTITAKEOVER PROVISIONS; RIGHTS AGREEMENT; ISSUANCE OF PREFERRED STOCK

The Company's Certificate of Incorporation and Bylaws contain provisions
that may make it more difficult for a third party to acquire, or discourage
acquisition bids for, or discourage changes in management of, the Company.
These provisions could limit the price that certain investors might be willing
to pay in the future for shares of the Company's Common Stock. Also, the
Company has adopted a Rights Agreement, pursuant to which the Company has
distributed to its stockholders rights to purchase shares of junior
participating preferred stock (the "Rights Agreement"). Upon certain
triggering events, such rights become exercisable to purchase the Company's
Common Stock at a price substantially discounted from the then applicable
market price of the Company's Common Stock. The Rights Agreement could
generally discourage a merger or tender offer involving the securities of the
Company that is not approved by the Company's Board of Directors by increasing
the cost of effecting any such transaction and, accordingly, could have an
adverse impact on stockholders who might want to vote in favor of such merger
or participate in such tender offer. In addition, shares of the Company's
Preferred Stock may be issued in the future without further stockholder
approval and upon such terms and conditions, and having such rights,
privileges and preferences, as the Board of Directors may determine. The
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of any holders of Preferred Stock that may be issued
in the future. The issuance of Preferred Stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third party from acquiring, a majority of the
outstanding voting stock of the Company. The Company has no present plans to
issue any shares of Preferred Stock. The Certificate of Incorporation and
Bylaws impose various procedural and other requirements that could make it
more difficult for stockholders to effect certain corporate actions. See
"Description of Securities."

VOLATILITY OF STOCK PRICE

The Company believes that a variety of factors could cause the price of the
Company's Common Stock to fluctuate, perhaps substantially, including:
announcements of developments related to the Company's business; quarterly
fluctuations in the Company's actual or anticipated operating results and
order levels; general conditions in the semiconductor and flat panel display
industries or the worldwide economy; announcements of technological
innovations; new products or product enhancements by the Company or its
competitors; developments in patents or other intellectual property rights and
litigation; and developments in the Company's relationships with its customers
and suppliers. In addition, in recent years the stock market in general and
the

9
<PAGE>

market for shares of small capitalization and semiconductor industry-related
companies in particular, have experienced extreme price fluctuations which
have often been unrelated to the operating performance of affected companies.
Any such fluctuations in the future could adversely affect the market price of
the Company's Common Stock. There can be no assurance that the market price of
the Common Stock of the Company will not decline. See "Price Range of Common
Stock."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock in the public market
following the offering (pursuant to Rule 144 or otherwise), as well as sales
of shares issued upon exercise of employee stock options, could adversely
affect the prevailing market price of the Common Stock and impair the
Company's ability to raise additional capital through the sale of equity
securities. The Company's executive officers and directors have agreed that
they will not, without the prior written consent of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, sell any of their shares of Common Stock, or any
securities exercisable for Common Stock, prior to the expiration of 90 days
from the date of the consummation of the offering.

10
<PAGE>

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "BRKS." The following table sets forth, for the periods indicated, the
high and low closing prices per share of Common Stock, as reported by the
Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR ENDED SEPTEMBER 30, 1995
Second Quarter (commencing February 1, 1995)................ $14.25 $10.00
Third Quarter............................................... 21.50 13.00
Fourth Quarter.............................................. 24.00 17.00
FISCAL YEAR ENDED SEPTEMBER 30, 1996
First Quarter............................................... $22.25 $13.25
Second Quarter.............................................. 15.75 10.75
Third Quarter............................................... 15.50 10.25
Fourth Quarter.............................................. 14.63 9.63
FISCAL YEAR ENDING SEPTEMBER 30, 1997
First Quarter............................................... $19.50 $ 9.50
Second Quarter.............................................. 19.75 14.75
Third Quarter............................................... 19.50 12.38
Fourth Quarter (through September 18)....................... 38.69 19.50
</TABLE>

The last reported closing price of the Common Stock on the Nasdaq National
Market on September 18, 1997 was $37.375 per share. As of August 15, 1997,
there were approximately 104 holders of record of the Company's Common Stock.

DIVIDEND POLICY

Other than dividends paid by Brooks Canada prior to its acquisition by the
Company, the Company has never declared or paid cash dividends on its capital
stock and does not plan to pay any cash dividends in the foreseeable future.
The Company's current policy is to retain all of its earnings to finance future
growth. The Company's lending arrangements prohibit the payment of dividends
without prior approval. See "Use of Proceeds."

11
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock offered by the Company hereby at the offering price of $37.25 are
estimated to be approximately $70,405,000, after deducting underwriting
discounts and estimated offering expenses payable by the Company. The Company
will not receive any proceeds from the sale of shares of Common Stock by the
Selling Stockholders.

The Company intends to use a portion of the net proceeds to repay in full
the principal amounts outstanding ($10,450,000 at June 30, 1997) under its
$22.0 million revolving line of credit with USTrust and CoreStates Bank N.A.
and its $6.0 million foreign currency line of credit with CoreStates Bank N.A.
The Company has used the proceeds of these credit facilities primarily for
working capital purposes. Amounts repaid by the Company under these credit
facilities may be reborrowed by the Company. Advances under the revolving line
of credit bear interest, at the option of the Company, at the prime rate (8.5%
at June 30, 1997) or the LIBOR rate plus 2%. Advances under the foreign
currency line of credit bear interest at the LIBOR rate plus 2% (2.6% for
Japanese yen at June 30, 1997). These credit facilities expire on December 31,
1998.

The Company anticipates that the balance of its net proceeds will be used to
increase funds available for general corporate purposes, including working
capital, leasehold improvements and capital equipment, and expansion of the
Company's presence in international markets. The Company is planning to expand
its manufacturing capacity in its existing facility and anticipates that it
will use at least $1.5 million of the net proceeds of this offering in
connection with the expansion. The Company may also use a portion of its net
proceeds of this offering to acquire companies, technologies or products that
complement the business of the Company. As of the date of this Prospectus, no
such material transactions are being planned or actively negotiated. Pending
such uses, the Company plans to invest the net proceeds of this offering in
short-term, interest-bearing investment-grade securities.

CAPITALIZATION

The following table sets forth the capitalization of the Company at June 30,
1997, and as adjusted to give effect to the sale of the 2,000,000 shares of
Common Stock offered by the Company hereby, at the public offering price of
$37.25, after deducting the underwriting discounts and estimated offering
expenses payable by the Company.

<TABLE>
<CAPTION>
JUNE 30, 1997
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C>
Current portion of long-term debt and capital lease
obligations(1)........................................... $10,850 $ 400
======= ========
Long-term debt, capital lease obligations and other
liabilities, less current portion(2)..................... 579 579
------- --------
Stockholders' equity:
Preferred stock, $01 par value, 1,000,000 shares
authorized;
no shares currently issued and outstanding............. -- --
Common stock, $.01 par value; 21,500,000 shares
authorized;
7,653,315 issued and outstanding; 9,653,315 shares
issued and
outstanding, as adjusted(3)............................ 76 96
Additional paid-in capital.............................. 34,682 105,067
Less:Cumulative translation adjustment.................. (97) (97)
Deferred compensation................................... (92) (92)
Retained earnings....................................... 15,327 15,327
------- --------
Total stockholders' equity.............................. 49,896 120,301
------- --------
Total capitalization.................................. $50,475 $120,880
======= ========
</TABLE>
- --------
(1) See Note 5 to Consolidated Financial Statements.
(2) See Notes 5 and 6 to Consolidated Financial Statements.
(3) Excludes 1,207,775 shares of Common Stock reserved as of June 30, 1997 for
issuance upon exercise of outstanding options.

12
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following table contains certain selected consolidated financial data of
the Company and is qualified by the more detailed Consolidated Financial
Statements and Notes thereto included elsewhere in this Prospectus. The
consolidated statement of operations data for the fiscal years ended September
30, 1994, 1995 and 1996 and the consolidated balance sheet data as of
September 30, 1995 and 1996 have been derived from Consolidated Financial
Statements, which statements have been audited by Price Waterhouse LLP,
independent accountants, and are included elsewhere in this Prospectus. The
consolidated statement of operations data for the fiscal years ended September
30, 1992 and 1993 and the consolidated balance sheet data as of September 30,
1992, 1993 and 1994 have been derived from the Consolidated Financial
Statements, which statements have been audited by Price Waterhouse LLP and are
not included in this Prospectus. Data as of June 30, 1997 and for the nine
months ended June 30, 1996 and 1997 have been derived from unaudited
Consolidated Financial Statements included elsewhere in this Prospectus and,
in the opinion of management, include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the results
of operations for the periods presented. Results for the nine months ended
June 30, 1997 are not necessarily indicative of the results to be expected for
the full year. This data should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
herein.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED SEPTEMBER 30, JUNE 30,
--------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA(1):
Revenues(2)............. $12,946 $16,425 $26,651 $50,958 $90,432 $ 66,446 $ 55,603
Cost of revenues........ 7,770 9,664 16,005 29,783 52,610 38,478 38,094
------- ------- ------- ------- ------- -------- --------
Gross profit............ 5,176 6,761 10,646 21,175 37,822 27,968 17,509
Operating expenses:
Research and
development........... 2,080 2,120 3,843 6,818 12,359 9,023 9,722
Selling, general and
administrative........ 2,460 3,226 4,025 7,188 12,436 9,183 8,979
------- ------- ------- ------- ------- -------- --------
Income (loss) from
operations............. 636 1,415 2,778 7,169 13,027 9,762 (1,192)
Interest expense........ 152 233 506 482 388 283 415
Interest income......... -- 7 68 507 334 312 16
------- ------- ------- ------- ------- -------- --------
Income (loss) before
income taxes........... 484 1,189 2,340 7,194 12,973 9,791 (1,591)
Income tax provision
(benefit).............. 159 51 724 2,249 4,476 3,459 (354)
------- ------- ------- ------- ------- -------- --------
Net income (loss)....... 325 1,138 1,616 4,945 8,497 6,332 (1,237)
======= ======= ======= ======= ======= ======== ========
Net income (loss) per
share.................. $ 0.07 $ 0.24 $ 0.32 $ 0.73 $ 1.04 $ 0.77 ($0.16)
======= ======= ======= ======= ======= ======== ========
Weighted average number
of common and common
equivalent shares...... 4,541 4,737 5,045 6,803 8,199 8,221 7,614
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997
------ ------- ------- ------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA(1):
Working capital................ $ 703 $ 4,261 $ 6,032 $32,563 $32,582 $27,487
Total assets................... 8,129 12,487 14,488 53,580 64,761 73,580
Current portion of long-term
debt and capital lease
obligations .................. 989 267 432 1,522 1,431 10,850
Long-term debt, capital lease
obligations and other
liabilities, less current
portion....................... 907 3,413 3,475 700 687 579
Total stockholders' equity..... 2,118 3,388 5,589 42,222 50,691 49,896
</TABLE>
- --------
(1) All financial information presented herein has been retroactively restated
to reflect the acquisition of Brooks Canada in February 1996, which has
been accounted for as a pooling of interests. See Notes 1 and 2 to
Consolidated Financial Statements for additional information.
(2) Includes revenues from related party of $916, $6,361, $10,530, $19,109,
$13,852 and $12,622 in the fiscal years ended September 30, 1993, 1994,
1995 and 1996 and the nine months ended September 30, 1996 and 1997,
respectively.

13
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial
condition should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto included elsewhere in this Prospectus.
With the exception of historical matters and statements of current status,
certain matters discussed below are forward-looking statements that involve
substantial risks and uncertainties that could cause actual results to differ
materially from targets or projected results. Factors that could cause actual
results to differ materially include, among others, those factors described in
"Risk Factors." Many of these factors are beyond the Company's ability to
predict or control. Prospective investors are cautioned not to put undue
reliance on forward-looking statements, which statements have been made as of
the date of this Prospectus, and prospective investors should not infer that
there has been no change in the affairs of the Company since the date hereof
that would warrant any modification of any forward-looking statement made
herein. The Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information,
future events or otherwise.

OVERVIEW

The Company's Massachusetts predecessor was organized in February 1989 and
acquired the semiconductor wafer handling business of the Brooks Automation
Division of Aeronca Electronics, Inc., a subsidiary of Fleet Aerospace
Corporation, in March 1989. The Company and its predecessors have been in the
semiconductor wafer handling business since 1978.

Since the acquisition in 1989, the Company has invested over $40.0 million
in research and development focused on developing vacuum transfer robots and
other vacuum automation modules and systems. In 1992, the Company introduced
the family of vacuum central wafer handling systems and modules that forms the
foundation of the Company's current business. In 1994, the Company introduced
a similar family of systems and modules for flat panel display substrates,
including a next-generation magnetically driven vacuum transfer robot. In
1996, the Company acquired Techware Systems Corporation (now Brooks Canada), a
designer and supplier of integrated equipment control software for the
semiconductor and related industries, expanding its software and control
capability. In 1997, the Company introduced a line of products for the
atmospheric handling market, including in-line and controlled environment
systems, robots, aligners and traversers.

Many of the Company's customers purchase the Company's vacuum transfer
robots and other modules before purchasing the Company's vacuum central wafer
handling systems. In the first nine months of fiscal 1997, approximately 44%
of the Company's revenues were attributable to systems sales. The Company's
goal is to continue to increase systems sales as a percentage of net revenues.
The Company believes that once a customer has selected the Company's products
for a process tool, the customer is likely to rely on those products for the
life of that process tool model, which can be in excess of five years.

The Company records revenue from product sales upon shipment to the customer
provided that no significant Company obligations remain outstanding and
collection of the related receivable is deemed probable by management. When
insignificant Company obligations remain after shipment of the product, the
Company accrues for the estimated costs of such obligations upon shipment.
Additionally, the Company accrues for warranty costs upon shipment.

Most of the Company's revenues have been generated by sales to customers in
the United States, although the Company believes that a significant portion of
these customers incorporate the Company's products into equipment sold to
their foreign customers. The Company's foreign sales have occurred principally
in Japan, South Korea and Europe. The Company has recently expanded its
international marketing and sales efforts in Asia and intends to increase
these efforts in the future. See "Use of Proceeds."

14
<PAGE>

The Company's foreign revenues are generally denominated in United States
dollars. Accordingly, foreign currency fluctuations have not had a significant
impact on the comparison of the results of operations for the periods
presented. The costs and expenses of the Company's international subsidiaries
are generally denominated in currencies other than the United States dollar.
However, since the functional currency of the Company's international
subsidiaries is the local currency, foreign currency translation adjustments
are reflected as a component of stockholders' equity. To the extent that the
Company expands its international operations or changes its pricing practices
to denominate prices in foreign currencies, the Company will be exposed to
increased risks of currency fluctuation. See "Risk Factors--Risks of
International Sales and Operations."

The Company's business is highly dependent upon the capital expenditures of
semiconductor and flat panel display manufacturers, and the Company's ability
to develop, manufacture and sell new products and product enhancements. The
Company's results will also be affected, especially when measured on a
quarterly basis, by volume, composition and timing of orders, conditions in
the industries served by the Company, competition and general economic
conditions. See "Risk Factors."

RESULTS OF OPERATIONS

The following table sets forth certain financial data for the periods
indicated as a percentage of revenues:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JUNE 30,
---------------------------- ------------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues..................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues............. 60.1 58.4 58.2 57.9 68.5
-------- -------- -------- -------- --------
Gross profit................. 39.9 41.6 41.8 42.1 31.5
Operating expenses:
Research and development.... 14.4 13.4 13.7 13.6 17.5
Selling, general and admin-
istrative.................. 15.1 14.1 13.7 13.8 16.1
-------- -------- -------- -------- --------
Income (loss) from opera-
tions....................... 10.4 14.1 14.4 14.7 (2.1)
Interest expense............. 1.9 1.0 0.4 0.4 0.7
Interest income.............. 0.3 1.0 0.4 0.4 0.0
-------- -------- -------- -------- --------
Income (loss) before income
taxes....................... 8.8 14.1 14.4 14.7 (2.8)
Income tax provision (bene-
fit)........................ 2.7 4.4 5.0 5.2 (0.6)
-------- -------- -------- -------- --------
Net income (loss)............ 6.1% 9.7% 9.4% 9.5% (2.2)%
======== ======== ======== ======== ========
</TABLE>

NINE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO NINE MONTHS ENDED JUNE 30, 1996

Revenues. Revenues for the nine months ended June 30, 1997 decreased 16.3%
or $10.8 million to $55.6 million compared with revenues of $66.4 million in
the comparable prior fiscal period. Revenues from 200mm vacuum central wafer
handling systems and components decreased 29.4%, or $14.3 million, for the
nine months ended June 30, 1997. The decrease in 200mm product revenues for
the nine months ended June 30, 1997 was offset to a lesser extent by shipments
of 300mm and flat panel display products. The Company attributes the lower
revenue levels in the nine months ended June 30, 1997 to a broad decline in
capital spending by the semiconductor manufacturing equipment industry. As a
result, the Company expects that revenues for fiscal 1997 will be lower than
fiscal 1996 revenues.

Foreign revenues for the nine months ended June 30, 1997 increased 37.7% to
$17.1 million (30.8% of revenues), including $13.0 million of sales to Asian
customers, compared with foreign revenues of $12.4 million (18.7% of
revenues), including $8.7 million of sales to Asian customers in the
comparable prior fiscal period. The increase in foreign revenues is
attributable to shipments of 200mm and 300mm vacuum central wafer handling
systems and flat panel display systems to customers primarily in Japan and
South Korea. The Company

15
<PAGE>

expects that foreign revenues will continue to grow throughout fiscal 1997 and
account for a significant portion of total revenues. However, there can be no
assurance that geographical growth rates, if any, in the foreseeable future
will be comparable to those achieved in the nine months ended June 30, 1997.

Gross Profit. Gross profit as a percentage of revenues decreased to 31.5%
for the nine months ended June 30, 1997 compared with 42.1% for the comparable
prior fiscal period. The decrease in the gross profit percentage is
attributable to underutilization of manufacturing capacity, higher
concentration of shipments of lower gross margin platforms, increased global
support costs and to a lesser extent, pricing pressure and higher new product
introduction costs. Global support costs, consisting primarily of personnel
costs and travel expenses, increased 104% to $4.7 million (8.5% of revenues)
for the nine months ended June 30, 1997 from $2.3 million (3.5% of revenues)
in the comparable prior fiscal period. The increase in global support costs
are indicative of the expansion of the Company's global support organization
in support of the international growth of its customer base. In future
periods, gross profit may be adversely affected by changes in the mix of
products sold, continued pricing pressure or increases in the cost of goods.

Research and Development. Research and development expenses increased 7.7%
to $9.7 million (17.5% of revenues) for the nine months ended June 30, 1997
from $9.0 million (13.6% of revenues) in the comparable prior fiscal period.
During fiscal 1997, the Company has continued to make investments in research
and development to enhance existing and develop new semiconductor and flat
panel display products. As a percentage of revenues, the increase in research
and development expenses reflects the effect on the Company's cost structure
of the lower revenue level in the nine months ended June 30, 1997. The Company
believes that research and development expenditures are essential to
maintaining its competitive position in the semiconductor and flat panel
display fabrication equipment market and expects these expenditure levels to
continue at or above current levels in the foreseeable future.

Selling, General and Administrative. Selling, general and administrative
expenses decreased 2.2% to $9.0 million (16.1% of revenues) for the nine
months ended June 30, 1997 from $9.2 million (13.8% of revenues) in the
comparable prior fiscal period. Selling, general and administrative expenses
for the nine months ended June 30, 1996 included merger-related expenses of
$230,000 in connection with the acquisition of Brooks Canada during the fiscal
1996 second quarter. There were no such merger-related expenses incurred by
the Company during the nine months ended June 30, 1997. As a percentage of
revenues, the increase in selling, general and administrative expenses
reflects the effect on the Company's cost structure of the lower revenue level
in the current quarter and the nine months ended June 30, 1997. The Company
expects expenditure levels to support the growth of its worldwide sales and
administrative organizations will continue at or above current levels in the
foreseeable future, reflecting the Company's commitment to further penetrate
key international markets.

Interest Income and Expense. Interest income decreased 94.9% or $296,000 to
$16,000 for the nine months ended June 30, 1997 from $312,000 (0.4% of
revenues) in the comparable prior fiscal period. The decrease in interest
income is due to lower cash and investment balances during the nine months
ended June 30, 1997 compared with the same period of fiscal 1996. Interest
expense increased 46.6% or $132,000 to $415,000 (0.7% of revenues) for the
nine months ended June 30, 1997 from $283,000 (0.4% of revenues) in the
comparable prior fiscal period. The increase in interest expense is primarily
due to higher borrowings during the second and third quarters of fiscal 1997
compared with the same periods of fiscal 1996.

FISCAL YEAR ENDED SEPTEMBER 30, 1996 AS COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1995

Revenues. Revenues increased 77% to $90.4 million in fiscal 1996 from $51.0
million in fiscal 1995. Sales of vacuum central wafer handling systems,
modules and control software comprised 74% of the increase in revenues, which
was primarily attributable to increased unit sales. The remainder of the
increase was primarily attributable to increased unit sales of flat panel
display substrate handling systems and modules, and service revenues,
comprising 14% and 12%, respectively, of the increase in 1996 revenues. Fiscal
1996 shipments included initial deliveries of 300mm vacuum central wafer
handling systems incorporating the MagnaTran 6 high speed vacuum transport
robot, the Company's sixth generation product developed to enable the
production of

16
<PAGE>

advanced semiconductors (0.35 micron feature sizes and below). Foreign
revenues increased to $18.3 million (20% of revenues), including $13.4 million
of sales to Asian customers in fiscal 1996, compared to foreign revenues of
$6.3 million (12% of revenues), including $3.9 million of sales to Asian
customers in fiscal 1995.

Gross Profit. Gross profit as a percentage of revenues improved slightly to
41.8% in fiscal 1996, compared to 41.6% in fiscal 1995. Cost reductions
attributable to manufacturing efficiencies from increased unit sales and
increased sales of products incorporating higher value-added control software
were partially offset by higher material costs related to changes in product
mix, new product introductions, including the introduction of the Company's
300mm vacuum central wafer handling systems and modules, and generally
competitive price pressure.

Research and Development. Research and development expenses increased 81% to
$12.4 million (13.7% of revenues) in fiscal 1996 from $6.8 million (13.4% of
revenues) in fiscal 1995. The increase in research and development expenses
primarily resulted from continued enhancement of the Company's semiconductor
and flat panel display products, including 300mm Marathon vacuum central wafer
handling systems and modules, control and scheduling software, and factory
automation wafer cassette delivery systems.

Selling, General and Administrative. Selling, general and administrative
expenses increased 73% to $12.4 million (13.7% of revenues) in fiscal 1996
from $7.2 million (14.1% of net revenues) in fiscal 1995. The increase in
selling, general and administrative expenses resulted from the hiring of
additional sales, marketing and administrative staff to manage and support the
Company's international expansion in Japan, South Korea, Taiwan and the United
Kingdom.

Interest Income and Expense. Interest income decreased to $334,000 (0.4% of
net revenues) in fiscal 1996 from $507,000 (1.0% of net revenues) in fiscal
1995. The decrease reflects lower cash balances in fiscal 1996 as a result of
the Company's investments in infrastructure and working capital to support its
growth. Interest expense decreased to $388,000 (0.4% of net revenues) in
fiscal 1996 from $482,000 (1.0% of net revenues) in fiscal 1995. The decrease
in interest expense was due to the Company's improved working capital position
and reduced borrowings following the Company's fiscal 1995 public offerings of
common stock.

Income Tax Provision. The Company's effective tax rate was 34.5% in fiscal
1996 compared to 31.3% in fiscal 1995. The increase in the effective rate is
primarily due to the statutory lapse of federal research and development tax
credits during the first nine months of 1996.

FISCAL YEAR ENDED SEPTEMBER 30, 1995 AS COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1994

Revenues. Revenues increased 91% to $51.0 million in fiscal 1995 from $26.7
million in fiscal 1994. The increase in revenues was primarily attributable to
increased unit sales of vacuum central wafer handling systems and to an
increase in unit sales of wafer handling and conditioning modules. Foreign
revenues increased to $6.3 million (12% of revenues), including $3.9 million
in sales to Asian customers in fiscal 1995, compared to foreign revenues of
$4.1 million (16% of revenues), including $1.9 million of sales to Asian
customers in fiscal 1994.

Gross Profit. Gross profit as a percentage of revenues improved to 41.6% in
fiscal 1995, compared to 39.9% in fiscal 1994. Cost reductions attributable to
manufacturing efficiencies from increased unit sales were partially offset by
higher material costs related to changes in product mix and new product
introductions, including the latest generation of the Company's vacuum
cassette elevator load locks, the VCE 4.

Research and Development. Research and development expenses increased 77% to
$6.8 million (13.4% of revenues) in fiscal 1995 from $3.8 million (14.4% of
revenues) in fiscal 1994. This increase was primarily attributable to the
development of the Company's latest generation of vacuum cassette elevator
load locks, MagnaTran vacuum transfer robots, standard mechanical interface
("SMIF") automation technology, transport module control and scheduling
software, and new vacuum central substrate handling systems and conditioning
modules for the semiconductor and flat panel display manufacturing industries.

Selling, General and Administrative. Selling, general and administrative
expenses increased 79% to $7.2 million (14.1% of revenues) in fiscal 1995 from
$4.0 million (15.1% of revenues) in fiscal 1994. The increase in these
expenses was primarily attributable to the addition of sales, marketing and
administrative staff to manage

17
<PAGE>

and support the Company's growth, domestically and internationally. The
establishment of the Company's new subsidiary in Japan, increased marketing
and customer support activities in South Korea, and the increased costs
associated with being a public company also contributed to the increase in
selling, general and administrative expenses.

Interest Income and Expense. Interest income increased to $507,000 (1.0% of
revenues) in fiscal 1995 from $68,000 (0.3% of revenues) in fiscal 1994. The
increase in investment income reflects higher cash balances available for
investment in fiscal 1995, following the Company's two public offerings of
common stock. Interest expense decreased to $482,000 (1.0% of revenues) in
fiscal 1995 from $506,000 (1.9% of revenues) in fiscal 1994. The decrease in
interest expense was due to the Company's improved working capital position
and reduced borrowings following the Company's two public offerings of common
stock.

Income Tax Provision. The Company's effective tax rate increased to 31.3% in
fiscal 1995 from 30.9% in fiscal 1994.

18
<PAGE>

QUARTERLY RESULTS OF OPERATIONS

The following table presents certain unaudited consolidated quarterly
financial information for the seven quarters ended June 30, 1997. In the
opinion of the Company's management, this information has been prepared on the
same basis as the Consolidated Financial Statements appearing elsewhere in
this Prospectus and includes all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial results set
forth herein. Results of operations for any previous quarter are not
necessarily indicative of results for any future periods.

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------
DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1995 1996 1996 1996 1996 1997 1997
-------- ---------- -------- --------- -------- ---------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenues................ $ 18,564 $ 22,602 $ 25,280 $ 23,986 $ 16,111 $ 16,433 $ 23,059
Cost of revenues........ 10,677 12,988 14,813 14,132 10,631 12,035 15,428
-------- -------- -------- -------- -------- -------- --------
Gross profit............ 7,887 9,614 10,467 9,854 5,480 4,398 7,631
Operating expenses:
Research and
development........... 2,531 3,204 3,288 3,336 2,810 3,298 3,614
Selling, general and
administrative........ 2,595 3,178 3,410 3,253 2,554 2,983 3,442
-------- -------- -------- -------- -------- -------- --------
Income (loss) from
operations............. 2,761 3,232 3,769 3,265 116 (1,883) 575
Interest expense........ 98 97 89 104 71 186 158
Interest income......... 160 112 41 21 16 0 0
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
income taxes........... 2,823 3,247 3,721 3,182 61 (2,069) 417
Income tax provision
(benefit).............. 979 1,134 1,346 1,017 21 (525) 150
-------- -------- -------- -------- -------- -------- --------
Net income (loss)....... 1,844 2,113 2,375 2,165 40 (1,544) 267
======== ======== ======== ======== ======== ======== ========
Net income (loss) per
share.................. $ 0.22 $ 0.26 $ 0.29 $ 0.27 $ 0.00 $ (0.20) $ 0.03
======== ======== ======== ======== ======== ======== ========
Weighted average number
of common and common
equivalent shares...... 8,289 8,244 8,184 8,066 8,425 7,625 8,439
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------
DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1995 1996 1996 1996 1996 1997 1997
-------- ---------- -------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
AS A PERCENTAGE OF
REVENUES:
Revenues................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........ 57.5 57.5 58.6 58.9 66.0 73.2 66.9
-------- -------- -------- -------- -------- -------- --------
Gross profit............ 42.5 42.5 41.4 41.1 34.0 26.8 33.1
Operating expenses:
Research and
development........... 13.6 14.2 13.0 13.9 17.4 20.1 15.7
Selling, general and
administrative........ 14.0 14.0 13.5 13.6 15.9 18.2 14.9
-------- -------- -------- -------- -------- -------- --------
Income (loss) from
operations............. 14.9 14.3 14.9 13.6 0.7 (11.5) 2.5
Interest expense........ 0.5 0.4 0.4 0.4 0.4 1.1 0.7
Interest income......... 0.8 0.5 0.2 0.1 0.1 0.0 0.0
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
taxes.................. 15.2 14.4 14.7 13.3 0.4 (12.6) 1.8
Income tax provision
(benefit).............. 5.3 5.1 5.3 4.3 0.2 (3.2) 0.6
-------- -------- -------- -------- -------- -------- --------
Net income (loss)....... 9.9% 9.3% 9.4% 9.0% 0.2% (9.4)% 1.2%
======== ======== ======== ======== ======== ======== ========
</TABLE>

The Company's quarterly operating results have varied and may continue to
vary significantly due to a number of factors, including the demand for
semiconductors in general; cyclicality in the market for semiconductor
manufacturing equipment; the timing and size of orders from the Company's
customer base; the ability of the Company to manufacture, test and deliver
products in a timely and cost effective manner; the ability of the Company's
competitors to obtain orders from the Company's customers; the timing of new
product announcements and releases by the Company and its competitors; the mix
of products sold by the Company; and competitive pricing pressures. Customers
may cancel or reschedule shipments and production difficulties could

19
<PAGE>

delay shipments. These factors could have a material adverse effect on the
Company's results of operations. The Company believes that its significantly
lower revenues in the first two quarters of 1997 primarily reflected the broad
decline in capital spending by the semiconductor manufacturing equipment
industry, and that its increase in revenues in the third quarter of fiscal
1997 reflects renewed spending in that industry. The increase in cost of goods
sold as a percentage of revenues in the first two quarters of 1997 was
attributable to underutilization of manufacturing capacity, higher
concentration of shipments of lower gross margin platforms, increased global
support costs and, to a lesser extent, pricing pressure and higher new product
introduction costs. The increase in research and development expenses as a
percentage of revenues in these quarters was primarily attributable to the
Company's commitment to continue to invest in research and development during
the industry downturn. During the first two quarters of fiscal 1997, the
Company's lower selling, general and administrative expenses reflected reduced
overall personnel costs in addition to reduced commissions on lower sales.
Selling, general and administrative expenses during the quarter ended June 30,
1996 reflected $230,000 of expenses incurred in connection with the Company's
acquisition of Brooks Canada. See "Risk Factors--Fluctuations in Operating
Results."

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Company had working capital of $27.5 million,
including $1.1 million of cash and cash equivalents, compared with working
capital of $32.6 million, including $2.1 million of cash and cash equivalents,
as of September 30, 1996. During the nine month period ended June 30, 1997,
the Company used cash of $3.0 million in operating activities primarily to
finance losses and increased inventory levels. Inventories increased,
particularly in the quarter ended June 30, 1997, to support increased demand
for products. Investing activities during the period consist primarily of
CAD/CAM/CAE (computer-aided design, manufacturing and engineering) hardware
and software, test and demonstration equipment and improvements in and
expansion of the Company's facilities worldwide. While the Company has no
significant capital commitments, as the Company expands its product offerings
and prepares for expected growth, the Company anticipates that it will
continue to make capital expenditures to support its business. The Company is
also planning to expand its manufacturing capacity in its existing facility,
and anticipates that it will use at least $1.5 million of the net proceeds of
this offering in connection with this expansion. The Company may also use a
portion of the net proceeds to acquire companies, technologies or products
that complement the business of the Company. Financing activities during the
nine month period ended June 30, 1997 consisted primarily of $9.4 million of
net borrowings under credit lines to fund working capital requirements. The
Company intends to use a portion of the net proceeds from this offering to
repay borrowings outstanding under these credit facilities. Amounts repaid
under these facilities may be reborrowed by the Company. See "Use of
Proceeds."

During fiscal 1996, the Company used cash of $2.1 million in operating
activities primarily to finance accounts receivable and inventories resulting
from revenue growth. Investing activities in fiscal 1996 consisted of capital
expenditures primarily for reliability, test and demonstration equipment, and
the expansion of the Company's regional technology and customer support center
in Japan.

The Company has a $22.0 million unsecured revolving line of credit and a
$6.0 million unsecured foreign currency line of credit, both of which expire
December 31, 1998. Under the revolving credit facility, advances bear
interest, at the option of the Company, at the prime rate (8.5% at June 30,
1997) or the LIBOR rate plus 2%. At June 30, 1997, the Company had outstanding
$9.7 million under the revolving credit facility and $0.7 million (denominated
primarily in Japanese yen) under the foreign currency line of credit. Foreign
currency advances bear interest at the LIBOR rate plus 2% (2.6% for Japanese
yen at June 30, 1997). Under the terms of the credit facilities, as amended as
of June 30, 1997, the Company is required to comply with various covenants,
including the maintenance of specified financial ratios and a minimum tangible
capital base, as defined, and limit the Company's annual level of capital
expenditures. At June 30, 1997, the Company was in compliance with these
covenants.

The Company has received notice from a third-party alleging infringements of
such party's patent rights by certain of the Company's products. The Company
believes the patents claimed may be invalid. In the event of litigation with
respect to this claim, the Company is prepared to vigorously defend its
position. Currently, the

20
<PAGE>

Company does not believe that it is probable that future events related to
this threatened matter will have a material adverse effect on the Company's
business; however, there can be no assurance that this will be the case. The
Company is currently unable to reasonably estimate any possible loss related
to this matter. See "Risk Factors--Intellectual Property Risks" and
"Business--Patents and Proprietary Rights."

The Company believes that anticipated cash from operations, available funds
and borrowings available under the Company's bank lines of credit, together
with the net proceeds from the sale of Common Stock in this offering, will be
adequate to fund the Company's currently planned working capital and capital
expenditure requirements through fiscal 1998.

RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
(SFAS 128), which establishes standards for computing and presenting earnings
per share. The new standard replaces the presentation of primary earnings per
share prescribed by Accounting Principles Board Opinion No. 15, "Earnings per
Share" (APB 15), with a presentation of basic earnings per share and also
requires dual presentation of basic and diluted earnings per share on the face
of the statement of operations for all entities with complex capital
structures. Basic earnings per share excludes dilution and is computed by
dividing income available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings per share
is computed similarly to fully diluted earnings per share pursuant to APB 15.
The Company will be required to implement SFAS 128 in the first quarter of
fiscal 1998 and to restate all prior periods. See Note 1 to Consolidated
Financial Statements.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS 130), and Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131). The Company will implement
SFAS 130 and SFAS 131 as required in fiscal 1999, which require the Company to
report and display certain information related to comprehensive income and
operating segments, respectively. Adoption of SFAS 130 and SFAS 131 will not
impact the Company's financial position or results of operations.

21
<PAGE>

BUSINESS

The Company is a leading worldwide independent developer, manufacturer and
supplier of wafer and substrate handling robots, modules, software, controls
and fully integrated cluster tool handling systems for the semiconductor and
flat panel display process equipment industries. The Company's products have
evolved from individual robots used to transfer wafers in advanced production
equipment to fully integrated handling system solutions that increase the
throughput and utilization of semiconductor and flat panel display process
equipment. In 1996, the Company acquired Techware Systems Corporation (now
Brooks Canada), a designer and supplier of integrated equipment control
software for the semiconductor and related industries, expanding its software
and control capability. In 1997, the Company introduced a line of products for
the atmospheric handling market, including in-line and controlled environment
systems, robots, aligners and traversers.

INDUSTRY BACKGROUND

The semiconductor and flat panel process equipment markets are expected to
experience significant growth. According to industry sources, semiconductor
process equipment sales are expected to grow from $19.6 billion in 1997 to
$45.0 billion in 2001, representing a 23% compound annual growth rate, and
flat panel display process equipment sales are expected to grow from $2.0
billion in 1997 to $3.4 billion in 2001, representing a 14% compound annual
growth rate.

Factors that are expected to contribute to semiconductor process equipment
growth include demand for improved semiconductor performance, increased
complexity, reduced feature size and increased number of metal layers. These
factors have led to an increase in the number of process steps, an increase in
the number and cost of process tools required, and to new forms of process
tool architecture. In response to these productivity and cost demands,
semiconductor manufacturers are increasing the size of the wafer substrates
that can be processed and forcing process equipment OEMs to adopt more
efficient equipment configurations and factory interfaces. Significant factors
which are expected to contribute to the growth of the flat panel display
processing equipment industry include the increasing demand for both lower
cost and larger flat panel displays and pressure to increase equipment
productivity. As a result, manufacturers of process equipment are also
increasing the size of the flat panel display substrates that can be processed
by their equipment and adopting more efficient equipment configurations and
factory interfaces.

Semiconductor process equipment manufacturers are seeking to improve the
productivity and availability of their process equipment by increasing
throughput, reliability and accuracy and by reducing contamination. New
equipment is being introduced that can process wafers that are 300mm in
diameter (compared to the current 200mm standard), increasing the number of
semiconductor chips that can be manufactured on each wafer. Semiconductor
manufacturers are also adopting new equipment configurations, such as cluster
tool configurations for vacuum processing that require increased automation,
to increase yields by improving throughput and equipment utilization and
reducing wafer contamination.

A flat panel display substrate may contain as few as two laptop computer
displays, while a wafer may contain more than 100 microprocessor chips.
Leading flat panel display manufacturers have begun to produce flat panel
display substrates as large as 550mm x 650mm and at least one manufacturer has
announced plans for 650mm x 830mm substrate processing. The growing demand for
flat panel displays is also pressuring equipment manufacturers to increase
productivity by adopting a vacuum cluster tool architecture similar to that
used in semiconductor manufacturing.

Fabrication of semiconductors and flat panel displays requires a large
number of complex process steps in which electrically insulating or conductive
materials are deposited and etched into patterns on the surface of a
substrate. In a simplified production sequence, one or more layers of a film
of material are deposited on a substrate (deposition), the desired circuit
pattern is then imaged on the deposited material (photolithography),

22
<PAGE>

and the material not covered with the pattern is then selectively removed
(etch). Each deposition, photolithography or etch process requires the use of
one or more process tools.

Semiconductor and flat panel display substrates must be handled in
ultraclean environments during this manufacturing process, either in a clean
room (atmospheric), controlled environment (nitrogen purged atmospheric) or a
vacuum environment. Physical vapor deposition ("PVD"), chemical vapor
deposition ("CVD"), etch and ion implant are typically conducted in a vacuum
environment. The types of semiconductor equipment operating at atmospheric,
rather than vacuum pressure, are much more diverse and encompass a range of
tools related to the steps before, during and after photolithography and a
wide range of process tools as well as inspection and metrology tools. Flat
panel display process tools generally use vacuum environments for deposition
and etch processes, and atmospheric environments for photolithography and
other processes.

Substrate Handling Automation

Historically, OEMs have designed and manufactured the substrate handling
equipment for their stand-alone process tools. However, as substrate handling
technology and requirements have become more complex, expensive and demanding,
particularly for vacuum cluster tools, OEMs have become increasingly willing
to outsource their automation requirements to independent suppliers. By
outsourcing, OEMs can focus their development resources on improving their
process performance and integration, rather than on the automation solutions
serving their process equipment. Additionally, outsourcing can reduce an OEM's
time-to-market, as well as its technical and capital risk in developing its
own automation solutions. Outsourcing from a specialized independent supplier
also provides access to the supplier's technological and product base,
support, manufacturing capacity and familiarity with regional market
requirements.

The demand for more productive and cost-effective substrate handling systems
poses significant engineering challenges related to throughput, reliability,
accuracy and contamination control. The automation requirements of the wafer
and substrate handling equipment markets have resulted in two common
architectural solutions-cluster tools and in-line handling systems. Cluster
tool handling systems typically link together multiple processes such as
deposition, etch, heating and cooling using a transfer robot located in a
central vacuum chamber. In-line handling systems typically link together
multiple processes such as photoresist processing using a transfer robot
located on an atmospheric horizontal traverser. The in-line architecture is
now emerging in the stripping, cleaning and chemical mechanical polishing
process markets.

Central substrate handling systems must be more reliable than systems
serving only a single process module. A central substrate handling system
serving four process modules, on average, must complete four times more
transfers than a system serving a single module and, as a result, must be four
times more reliable. OEMs are seeking to increase mean time between failures
of central substrate handling systems because the failure of a system disables
several process modules.

Increasing throughput is made more difficult when operating in a vacuum
environment. Unlike atmospheric transfer robots, which often use vacuum
suction to hold a substrate in place when being carried, vacuum transfer
robots use gravity and the friction between the substrate and the robot end
effector (the robot hand). Carrying a substrate in a vacuum requires
sophisticated motion control to maximize the speed of substrate transfer,
while maintaining the substrate position and placement accuracy. Throughput
can also be improved through the use of sophisticated software algorithms that
carefully control the speed and scheduling of substrate transfers within the
cluster tool.

Vacuum environments create further challenges in constructing and operating
a highly reliable central handling system. Materials must be carefully
selected and surface finished to reduce and control particle and molecular
contamination. Many plastics and lubricants do not work in a vacuum as they
emit gases that contaminate the vacuum environment and may even evaporate.
Gears, pulleys and other mechanical interfaces and moving parts, which are
potential sources of particle contamination within the vacuum environment,
must be minimized. Pumping and venting of load locks must be carefully
controlled (profiled) to reduce wafer contamination.

23
<PAGE>

The Company believes that many of the enhancements developed for vacuum
automation can be applied to atmospheric automation of substrate handling to
increase throughput, reliability and accuracy and reduce contamination of
those systems. Traditionally, atmospheric tools have lacked the
standardization that has been accepted with cluster tools for vacuum
automation. However, increasing pressures on productivity are resulting in the
use of in-line and central architectures which rely on increased automation
and integration to increase the productivity of these tools.

Automation and integration of vacuum and atmospheric process equipment
requires the use of advanced system software and controls. According to an
industry source, software failures are a significant cause of down time in
semiconductor equipment. As a result, there is substantial pressure on process
tool manufacturers in both the semiconductor and flat panel display industries
to improve their software and controls for their process and automation
equipment.

In addition to vacuum and atmospheric tool automation, factory automation
(at atmospheric pressure) is becoming much more important as factory material
handling logistics become more complex, and the value and weight of the
substrates to be transported escalates. Reduction of tool downtime by ensuring
that substrates are presented for process continuously has become critical as
tool costs have risen dramatically. These trends are placing a much greater
premium on efficient automated interfaces between factory automation and the
individual tools.

THE BROOKS SOLUTION

The Company has developed broad, technical expertise in material transfer
equipment, software and controls, and a strong corporate infrastructure to
serve the global semiconductor and flat panel display markets. Key elements of
the Brooks solution include:

Comprehensive Product Lines. The Company has developed comprehensive product
lines that encompass automation modules, complete handling systems and
integrated software and controls for each of its targeted markets. These
solutions are designed to enhance the productivity of process tools by
offering high throughput, reliability, accuracy and contamination control. The
Company believes that it offers the broadest product offerings in vacuum tool
automation of any independent supplier, and it is now pursuing a similar
strategy in the atmospheric market.

Leadership in Automation Technology. The Company's leadership in product
innovations over multiple generations of products reflects its large-scale
investment in automation and control technology. The Company believes that its
position as one of the largest independent suppliers of automation solutions
to the semiconductor and flat panel display process equipment industries has
enabled it to invest more than all but the largest OEMs on advancing
automation and control technology. The Company is now applying its innovations
in vacuum automation to meet the demands of the atmospheric automation market.

Global Service and Support. The Company has built a global sales, service
and support infrastructure in four overseas countries and in locations across
North America. Its facilities and personnel in these sites provide locally
available spare parts and service and local applications and software
engineering support.

High-Volume Efficient Manufacturing. The Company has manufacturing resources
to meet the high volume demands of large OEMs and is able to offer economies
of scale in manufacturing from a facility that meets high quality standards
while responding to short lead times for delivery. The Company has adopted
stringent quality assurance procedures that include standard design practices
and comprehensive reliability testing and has obtained ISO 9001 certification.

Experienced Global Management Team. Over the past two years, the Company has
added seven senior members to management in North America, Japan, South Korea
and the United Kingdom, with broad international and industry experience. The
Company's senior management team has, on average, more than 17 years of
experience per person in the semiconductor or flat panel display manufacturing
equipment industries.

24
<PAGE>

STRATEGY

The Company believes that a number of important trends affecting its
customers will continue to shape the semiconductor and flat panel display
substrate automation and controls marketplace. Process equipment OEMs are
continually faced with pressures from end-users to reduce price while
improving process performance, yield and tool productivity. Moreover,
automation and controls suppliers are required to rapidly design and introduce
new products. To meet these demands, the design and manufacture of automation
and controls require increased specialization. The Company's objective is to
be the volume supplier of choice to multinational process equipment OEMs
requiring high performance automation equipment, software and control
solutions. To achieve these objectives, the Company is pursuing the following
strategies:

Expand Customer Relationships. The Company intends to meet the emerging
requirements of its customers for automation solutions. The Company is also
seeking to expand sales to its existing customers by providing tool
automation, software and control solutions across three market segments--
vacuum, atmospheric and factory automation-to-process tool interfaces.

Provide Total Handling Systems Solutions. The Company has developed software
and controls for the entire process tool system, including the substrate
handling system, the graphical user interface and process modules. The Company
intends to provide total handling systems solutions, including software and
controls, across all its targeted markets. The Company believes that it will
be able to increase the value it provides by fulfilling evolving customer
needs for greater automation integration.

Leverage and Enhance Technological Leadership. The Company believes that it
has become a leading independent supplier of vacuum automation solutions for
the semiconductor and flat panel display process equipment markets by
continually improving hardware and software automation solutions. The Company
has been granted and applied for a number of patents encompassing its
automation and control technology. The Company intends to continue to enhance
and expand upon its technical expertise to develop increasingly efficient and
cost-effective automation solutions.

Continue Commitment to Worldwide Markets. The Company believes that its
long-term success is dependent on its ability to compete on a worldwide basis.
The Company intends to continue to focus on expanding its sales and service
activities in each of the primary worldwide markets for semiconductor and flat
panel display process equipment. Approximately 31% of its revenues for the
nine months ended June 30, 1997 were from customers outside of the United
States. The Company believes that a significant portion of its United States
customers incorporate the Company's products into equipment sold to their
foreign customers. The Company has achieved its international stature as a
result of consistent and direct involvement by senior management, increased
local sales, engineering and support personnel and investment in overseas
facilities.

Capitalize on Product Cycle Transitions The Company's software and system
integration expertise developed for automated vacuum handling systems is
relevant to the next generation of automation in the atmospheric market. The
Company also seeks to capitalize on the transition to the emerging market for
300mm wafer processing equipment. The Company believes that it was one of the
first companies to develop 300mm vacuum automation solutions, and has recently
introduced atmospheric products to address the more rigorous wafer handling
specifications required for 300mm wafers. In addition, the Company is
developing its next generation flat panel display platform to handle
substrates of up to approximately 1 meter by 1 meter.

25
<PAGE>

PRODUCTS

The Company offers a full complement of semiconductor wafer and flat panel
display substrate handling systems. The Company has developed comprehensive
product lines that encompass automation modules, complete handling systems and
integrated software and controls for its targeted markets. The Company's
systems, robots and modules are designed, developed and produced with similar
technologies and can use the Company's ClusterLink software. The Company uses
the synergies of its complementary products to respond to changing industry
demands such as processing 300mm semiconductor wafers and the larger, fourth
generation flat panel display substrates. The Company believes that its
products offer significant advantages in a number of areas, including those
set forth below:

Throughput. The Company's patented LeapFrog robots have been able to achieve
significant improvements in throughput compared to other robots. The Company
also has been able to increase throughput by developing patented algorithms to
calculate efficient trajectories and acceleration and deceleration profiles
(time optimal trajectories) for its robot arms while reducing vibrations and
maintaining position control of the substrate being transported. The Company
has developed system software to improve cluster tool throughput. By combining
digital signal processing ("DSP") technology with time optimal trajectory
software, the Company believes that it has achieved additional reductions in
transfer time.

Reliability. The Company has developed and implemented a rigorous design and
test program to enhance and evaluate product reliability. The Company's
reliability initiative is guided by the computer-based reliability models
developed by SEMATECH and Sandia National Laboratories. The magnetic drive in
the Company's latest generation robots transmits force magnetically, without
piercing the vacuum barrier, and eliminates the need for moveable vacuum
seals. By designing robots with fewer moving parts and eliminating moveable
seals, the Company believes that it will be able to increase the reliability
of its transfer robots significantly. The Company's goal is to continue to
increase mean time between failures.

Accuracy. As wafer and substrate sizes increase and placement accuracy
becomes more demanding, it is becoming increasingly important to minimize
tracking errors, substrate sliding and arm deflection (the bending or wobbling
of the robot arm). The Company's transfer robots contain a closed loop servo
control which monitors and maintains placement accuracy in the rotational axis
by obtaining constant positioning feedback. Many other transfer robots use an
open loop stepper control system which commands a robot to move a specified
number of steps with limited or no feedback as to the final position of the
robot. These stepper systems can lead to misplacement of the robot arm if the
number of steps is miscounted. To further enhance tracking, the Company has
incorporated a closed loop feedback system with a proprietary DSP-based
controller in its latest generation robots.

Contamination Control. The Company has designed its wafer and flat panel
display substrate handling systems and modules to reduce contamination by
using several design criteria: limited moving parts within the tool
environment and above the wafer or substrate plane; picking and placing with a
vertical motion to prevent wafer or substrate sliding on process module
surfaces and cassette slots; gentle handling motions which reduce relative
wafer or substrate vibration and movement on the transfer robot end effectors;
controlled load lock pumping and venting; incorporation of materials that
reduce contamination; and assembly, test and packaging in the Company's clean
rooms.

26
<PAGE>

The Company currently manufactures products for the semiconductor and flat
panel display markets. The following table lists the Company's product
offerings within each of the markets it serves:

<TABLE>
<CAPTION>
MARKET PRODUCT LINES
- ----------------------------------------------------------------------------
<S> <C>
Semiconductor Vacuum Products Central Wafer Handling Systems
Transfer Robots
Thermal Conditioning Modules (Cool and Degas)
Cassette Elevator Load Locks
Aligners
Factory Automation Interface Modules
System Software and Controls
- ----------------------------------------------------------------------------
Semiconductor Atmospheric and Central Wafer Handling Systems
Inert Environment Products In-line Wafer Handling Systems
Transfer Robots
Robot Traversers
Thermal Conditioning Modules (Cool)
Cassette Elevator Load Locks
Aligners
Factory Automation Interface Modules
System Software and Controls
- ----------------------------------------------------------------------------
Flat Panel Display Products Central Substrate Handling Systems
Transfer Robots
Cassette Elevator Load Locks
Thermal Conditioning Modules (Degas)
System Software and Controls
</TABLE>

SEMICONDUCTOR VACUUM PRODUCTS
Vacuum Central Wafer Handling Systems

The Company's family of Marathon vacuum central wafer handling systems
handle wafer sizes of 100mm to 300mm in diameter, are offered with four to
eight sides (referred to as ports) and have vacuum ranges of 10-/3/ to 10-/8/
torr (a measure of vacuum pressure). Each port can accommodate process modules
meeting SEMI/MESC standards. Using a two load lock configuration, the
Company's Marathon 800 eight-sided central wafer handling system can
accommodate up to six process modules.

The Company's Marathon systems currently incorporate either the Company's
single VacuTran or dual MultiTran frog-arm vacuum transfer robot, one or more
of the Company's vacuum cassette elevator (VCE) load locks, the Company's
InLigner wafer aligner, and, if required, the Company's InCooler wafer cooling
module. The Company has been able to increase the availability of ports for
use with process modules by developing a wafer aligner and a cooling module
which mount between a vacuum cassette elevator load lock or process module and
the central wafer handling chamber. The Company is developing degas modules
for its Marathon systems.

The Company has also developed tool control ClusterLink 3 system software to
control its vacuum wafer handling systems, graphical user interface and
process modules. The software interfaces with process tool controllers and
provides environment control, profiled load lock pumping and venting, error
recovery diagnostics, safety control and scheduling of wafer transfers. When
providing a turn-key solution that includes the Company's system control and
scheduling software, the Company is able to provide guarantees relating to
throughput and particle contamination.

27
<PAGE>

In 1997, the Company developed a next-generation 200mm wafer handling
system, the Marathon Express 800, which features the dual same-side LeapFrog
robot and offers improvement to throughput, vacuum performance and
serviceability. In anticipation of the emergence of next-generation 300mm
wafers, the Company has developed central wafer handling systems (the Marathon
4000 and 6000) and is developing a Marathon Express 8000 eight-sided
configuration. These systems have incorporated handling technology developed
by the Company for flat panel display substrates, which are generally
significantly more demanding to handle than wafers.

Vacuum Transfer Robots

The Company's next-generation vacuum transfer robot, the MagnaTran 7, is a
second generation magnetic drive robot which incorporates the Company's
patented time optimal trajectory software algorithims to control and monitor
its operation. The MagnaTran 7 is smaller and lighter than its predecessor.
Building on its experience in developing robot wafer transfer technology, the
Company has developed the dual, same-side LeapFrog high-productivity arm
configuration. The LeapFrog arm is only available on the MagnaTran 7 robot and
is a feature of the Company's Marathon Express central handling systems. These
robots are constructed to SEMI/MESC standards and are sold separately for use
with other vacuum wafer handling applications. The Company believes that the
technical advances implemented to meet the requirements of the flat panel
display industry enabled the Company to adopt its MagnaTran robots, with
minimal technical modifications, to handle 300mm wafers.

Other Vacuum Wafer Handling and Conditioning Modules

Vacuum Cassette Elevator Load Locks. The Company has developed a family of
vacuum cassette elevator load locks to hold and index (raise and lower)
cassettes of wafers for cluster tools and other vacuum automated equipment.
The Company's VCE 4 200mm cassette load lock features flexible and changeable
interfaces, is field upgradable and is available with either a manual or
automatic door configuration. The automatic door uses an innovative low
particle, low profile drive mechanism, which opens vertically below the
cluster platform for SMIF, automated guided vehicle ("AGV") and rail guided
vehicle ("RGV") compatibility. The Company has developed the VCE 5 for 300mm
wafers with a batch wafer transfer arm and a front opening unified pod
("FOUP") interface. The Company is developing the VCE 7 for 300mm wafers to
interface with the Company's Caliber atmospheric, in-line handling system.

Vacuum Aligners. Wafer processing requires precise alignment and, often,
orientation of a wafer for processing. The Company's InLigner intermodule
wafer aligner provides fast one-step wafer alignment by optically sensing the
location of the wafer on the aligner and communicating that position to the
vacuum transfer robot. Using this information, the transfer robot adjusts the
placement of its arm to pick up the wafer in the proper position. The InLigner
is designed for intermodule mounting between a module, such as the cassette
load lock and the central wafer handling chamber, in order to conserve a port
of the cluster tool. The Company's InLigner 3 is designed for 300mm wafer
alignment. The Company is developing a new family of aligners for 200mm and
300mm wafers, the TopLigners, that mount from the top in the central transport
chamber and offer improved serviceability.

Vacuum Cool Modules. The Company's InCooler intermodule cool station cools
wafers after hot processing to a temperature that allows placement into a
plastic wafer cassette. This module is also designed for intermodule mounting.
The Company's InCooler 3 is designed for 300mm wafer applications. The Company
is developing a family of new cooling modules for 200mm and 300mm wafers, the
TopCoolers, that mount from the top in the central transport chamber and offer
improved serviceability.

Vacuum Degas Modules. The Company is developing degas modules to remove
water from the surface of the wafer. The Company is developing a stand alone
200mm and a top mount 300mm module that offer improved serviceability.

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<PAGE>

SEMICONDUCTOR ATMOSPHERIC AND INERT ENVIRONMENT PRODUCTS

Building upon its vacuum wafer and substrate handling systems, the Company
is pursuing the development of a broad line of products for atmospheric
applications. Atmospheric wafer handling systems may be segregated into two
subcategories: the traditional ambient atmospheric wafer handling systems and
"inert" (principally nitrogen) environment wafer handling systems. The
traditional atmospheric wafer handling systems include fully integrated
automated wafer handling platforms for open, ambient air in-line wafer
handling platforms. The inert environment wafer handling systems include fully
integrated, automated wafer handling platforms for at or above atmospheric
pressure cluster tools.

Atmospheric Wafer Handling Systems

The Company's Caliber atmospheric, in-line wafer handling systems handle
wafer sizes from 150mm to 300mm in diameter and are offered with two to four
cassette staging locations and may be operated in Class 1 clean room
environments. These configurations have been developed to meet broad market
requirements. The Caliber 200 and 400 are used for 200mm wafer open cassettes
and the Caliber 400 S is being developed for use with 200mm SMIF applications.
The Company is developing the Caliber 2000 in-line wafer handling system to
handle 300mm wafers in open cassette or FOUP applications.

The Company's Caliber systems incorporate the Company's single scara-arm
AcuTran atmospheric transfer robot, the Company's AcuTrav robot traverser, two
or more of the Company's cassette staging locations, and, if required, the
Company's AcuLigner wafer aligner. The Company's Caliber systems also
incorporate a system controller to control all wafer handling functions and to
interface to the process tool's primary controller.

Atmospheric Transfer Robots

Building on its experience in developing transfer robots and employing its
magnetic direct drive technology, the Company has developed the AcuTran 3, its
next-generation atmospheric transfer robot, to handle up to 300mm wafers.
These robots are a standard feature of the Company's Caliber in-line wafer
handling systems, are constructed to SEMI standards and are sold separately
for use with other atmospheric wafer handling applications. The Company's
robots incorporate DSP technology and patented time optimal trajectory
software to control and monitor their operation.

Other Atmospheric Wafer Handling Modules

Atmospheric Robot Traverser. The Company's AcuTrav provides high speed
horizontal motion permitting the AcuTran 3 robot to access multiple process
tool load ports and cassette staging locations. The AcuTrav uses direct drive
mechanism which allows high speed motions comparable to the Company's robot
family.

Atmospheric Aligners. The Company's AcuLigner 3 wafer aligner is being
designed for fast one-step 150mm to 300mm wafer alignment by optically sensing
the location of the wafer on the aligner and communicating that position to
the vacuum transfer robot. Using this information, the transfer robot adjusts
the placement of its arm to pick up the wafer in the proper position.

Inert Environment Wafer Handling Systems

In 1997, the Company introduced a new central wafer handling system to
address market needs for reduced water vapor environment central handling
systems for high temperature wafer processing (e.g. rapid thermal processing
and epitaxial deposition).

Building upon its expertise in vacuum central wafer handling systems and
modules, the Company developed the Atmospheric Express 600 "inert" environment
wafer handling system for 150mm to 200mm wafers. This inert environment
central wafer handling system transfers wafers at or above atmospheric
pressure in a principally nitrogen environment. The Atmospheric Express
incorporate robots and modules from the Company's vacuum wafer handling
product line. The Company is developing the Atmospheric Express 6000 to handle
up to 300mm wafers.

29
<PAGE>

FLAT PANEL DISPLAY PRODUCTS

In 1994, the Company introduced a family of vacuum central substrate handling
systems and modules for the flat panel display deposition and etch process
equipment markets, shipping its first Hercules central substrate handling
system for a flat panel display vacuum cluster tool in July 1994. The Hercules
systems can handle flat panel display substrates from 350mm x 460mm to 600mm x
720mm in size. The Company is developing a next generation flat panel display
platform, for substrates up to approximately 1 meter x 1 meter.

The Hercules system includes the Company's MagnaTran 60 magnetically driven
frog-arm vacuum transfer robot with two or three axes of motion and single or
dual arm options, a single substrate load lock, or a 20 to 30 substrate
cassette elevator load lock (VCE 40), and a seven substrate batch degas module.

The Company is developing a next generation magnetic drive robot, the
MagnaTran 70, for the flat panel display market. The MagnaTran 70 robot series
is expected to be smaller and lighter and to feature an optional extended
vertical axis for deployment in the Company's next generation platforms.

CUSTOMERS

The Company's customers are primarily semiconductor wafer and flat panel
display substrate OEMs and semiconductor manufacturers who are retrofitting the
vacuum automation of their process equipment or developing advanced process
equipment for internal use. The Company's current customers are primarily
located in the United States, Japan, South Korea and Europe. The Company
intends to market its developing family of atmospheric central wafer handling
equipment to its existing customers in the vacuum and flat panel display
markets and other potential customers. The following is a representative list
of the Company's customers:

AG Associates JUSUNG
Anelva Lam Research
ASM America MRC
Balzers Novellus Systems
BOC Coating Technology Samsung Electronics
CVC Products TEL
FSI International TRIKON Technologies
Gasonics Ulvac Japan
Genus Veeco Instruments
Intel Watkins-Johnson

In the first nine months of fiscal 1997 and in fiscal 1996, Lam accounted for
23% and 21% of the Company's revenues, respectively, and sales to the Company's
top ten customers accounted for approximately 69% and 70% of net revenues,
respectively. A reduction or delay in orders from Lam or other significant
customers could have a material adverse effect on the Company's results of
operations. See "Risk Factors--Customer Concentration."

MARKETING, SALES AND CUSTOMER SUPPORT

The Company markets and sells its wafer and substrate handling systems and
modules in the United States, Japan, South Korea, Taiwan and Europe through its
direct sales and marketing organization. As of June 30, 1997, 38 persons were
engaged in sales and marketing activities worldwide. The selling process for
the Company's products is often multilevel, involving a team comprised of
individuals from sales, marketing, engineering, operations and senior
management. Each significant customer is assigned a team that engages the
customer at different organization levels to provide planning and product
customization and to assure open communication and support.

The Company's marketing activities also include participation in trade shows,
publication of articles in trade journals, participation in industry forums and
distribution of sales literature. To enhance this communication and support,
particularly with its international customers, the Company maintains technology
centers in California, British Columbia, South Korea, and Japan. These
facilities, together with the Company's headquarters, maintain

30
<PAGE>

demonstration equipment for customers to evaluate. Customers are also
encouraged to discuss the features and applications of the Company's
demonstration equipment with the Company's engineers located at these
facilities. The Company also maintains regional sales and service personnel in
Taiwan, the United Kingdom, Phoenix, Arizona and Austin, Texas. The Company
has recently experienced significant growth in foreign revenues. In the first
nine months of fiscal 1997 and in fiscal 1996, foreign revenues accounted for
31% and 20%, respectively, of the Company's revenues. The Company expects
foreign revenues to continue to represent a significant percentage of total
revenues in the foreseeable future. See "Risk Factors--Risks of International
Sales and Operations."

In 1997, the Company developed a new sales and marketing tool, a process
tool throughput simulator, to enable the evaluation of various wafer handling
system configurations to identify the preferred tool configuration for a
specific application. This tool simulates the movement of wafers with
execution times, scheduling algorithms, and flow sequences similar to those of
actual process tools and outputs this information visually. This tool is
capable of comparing multiple tool configurations simultaneously for preferred
fit comparison.

The Company provides support to its customers with (i) telephone technical
support access 24-hours a day, 365 days a year, (ii) direct training programs
and (iii) operating manuals and other technical support information for the
Company's products. The Company uses its demonstration equipment for training
programs in addition to sales and marketing. The Company maintains spare parts
inventories at its technology centers to enable its personnel to serve the
Company's customers and repair their products more efficiently.

COMPETITION

The semiconductor and flat panel display process equipment manufacturing
industries are highly competitive and characterized by continual change and
improvement in technology. Although other independent companies sell vacuum
and atmospheric wafer and flat panel display substrate handling automation
systems and vacuum transfer robots to OEMs, the Company believes that its
primary competition is from the larger, integrated semiconductor and flat
panel display OEMs that satisfy their substrate handling needs in-house rather
than by purchasing handling systems or modules from an independent source such
as the Company. Such OEMs comprise the majority of the Company's current and
potential customers. Applied Materials, the leading process equipment OEM,
develops and manufactures its own central wafer handling systems and modules.
The Company believes that most vacuum central wafer handling systems and
modules are manufactured in-house by OEMs. Many of the companies in these
industries have significantly greater research and development, clean room
manufacturing, marketing and financial resources than the Company.

Many OEMs have substantial resources and expertise in substrate handling and
automation in vacuum and atmospheric environments and will only purchase the
Company's products if the Company can demonstrate improved product performance
as measured by throughput, reliability, contamination control and accuracy, at
an acceptable price. The Company believes that it competes favorably with OEMs
and other independent suppliers with respect to all of these factors. However,
there can be no assurance that the Company will be successful in selling its
products to OEMs that currently satisfy their wafer and flat panel handling
needs in-house, regardless of the performance or the price of the Company's
products.

The Company's sale of its products for the flat panel display process
equipment market is heavily dependent upon its penetration of the Japanese
market. The Company is also seeking to expand its presence in the Japanese
semiconductor process equipment market. In addressing the Japanese markets,
the Company may be at a competitive disadvantage to Japanese suppliers. See
"Risk Factors--Risks of International Sales and Operations."

RESEARCH AND DEVELOPMENT

The Company's research and development efforts are focused on developing new
products for the semiconductor and flat panel display process equipment
industries and further enhancing the functionality, reliability and
performance of existing products. The Company's engineering, marketing,
operations and

31
<PAGE>

management personnel have developed close collaborative relationships with
many of their customer counterparts and have used these relationships to
identify market demands and target its research and development to meet those
demands.

The Company's current research and development efforts include the continued
development and enhancement of the Company's semiconductor and flat panel
display products, including 300mm Marathon Express vacuum central wafer
handling systems and modules, fourth generation flat panel display substrate
handling systems and modules, control and scheduling software, and atmospheric
handling systems and modules. There can be no assurance that the Company will
be able to develop new products effectively, to enhance its existing products,
or to respond effectively to technological changes or new industry standards
or developments on a timely basis, if at all. In the first nine months of
fiscal 1997 and in fiscal 1996, 1995 and 1994, the Company's research and
product development expenses were $9.7 million, $12.4 million, $6.8 million
and $3.8 million, respectively, representing 17.5%, 13.7%, 13.4% and 14.4% of
the Company's revenues, respectively. See "Risk Factors--New Products and
Rapid Technological Change."

MANUFACTURING

The Company's manufacturing operations consist primarily of product
assembly, integration, and testing. The Company has adopted stringent quality
assurance procedures that include standard design practices, component
selection procedures, vendor control procedures and comprehensive reliability
testing and analysis to assure the performance of its products. The Company
received ISO 9001 certification in February 1996.

The Company employs a just-in-time manufacturing strategy. The Company
believes that this strategy, coupled with the outsourcing of noncritical
subassemblies, reduces fixed operating costs, improves working capital
efficiency, reduces manufacturing cycle times and improves flexibility to
rapidly adjust its production capacities. While the Company often uses single
source suppliers for certain key components and common assemblies to achieve
quality control and the benefits of economies of scale, the Company believes
that these parts and materials are readily available from other supply
sources.

PATENTS AND PROPRIETARY RIGHTS

The Company relies upon trade secrets and patents to protect its technology.
Due to the rapid technological change that characterizes the semiconductor and
flat panel display process equipment industries, the Company believes that the
improvement of existing technology, reliance upon trade secrets and unpatented
proprietary know-how and the development of new products may be more important
than patent protection in establishing and maintaining a competitive
advantage. It is the Company's policy to require all technical and management
personnel to enter into nondisclosure agreements. Nevertheless, the Company
has obtained patents and will continue to make efforts to obtain patents, when
available, in connection with its product development program. There can be no
assurance that any patent obtained will provide protection or be of commercial
benefit to the Company, or that its validity will not be challenged.

As of July 31, 1997, the Company had obtained 19 United States patents and
had 29 United States patent applications pending on its behalf. In addition,
the Company had obtained 10 foreign patents and had 32 foreign patent
applications pending on its behalf. The Company's United States patents expire
at various times from 1999 to 2015.

There can be no assurance that the Company's pending patent applications or
any future applications will be approved, that any patents will provide it
with competitive advantages or will not be challenged by third parties, or
that the patents of others will not have an adverse effect on the Company's
ability to do business. Because foreign patents may afford less protection
under foreign law than is available under United States patent law, there can
be no assurance that any such patents issued to the Company will adequately
protect the Company's proprietary information. There can be no assurance that
others will not independently develop similar products, duplicate the
Company's products or, if patents are issued to the Company, design around the
patents issued to the Company.

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<PAGE>

Others may have filed and in the future may file patent applications that
are similar or identical to those of the Company. To determine the priority of
inventions, the Company may have to participate in interference proceedings
declared by the United States Patent and Trademark Office that could result in
substantial cost to the Company. No assurance can be given that any such
patent application will not have priority over patent applications filed by
the Company.

There has been substantial litigation regarding patent and other
intellectual property rights in the semiconductor and related industries. The
Company has received notice from General Signal Corporation ("General Signal")
alleging infringements of General Signal's patent rights by certain of the
Company's products. The notification advised the Company that General Signal
is currently attempting to enforce its rights to those patents in litigation
against a major semiconductor process tool equipment manufacturer, and that,
at the conclusion of that litigation, it intends to enforce its rights against
the Company and others. The Company's patent counsel, Perman & Green of
Fairfield, Connecticut, continues to investigate the claims made against the
Company. With regard to the notice, the Company believes that the patents
claimed may be invalid. In the event of litigation with respect to this
notice, the Company is prepared to defend vigorously its position. However,
because patent litigation can be extremely expensive and time consuming, the
Company may seek to obtain a license to one or more of the disputed patents.
There can be no assurance that the Company would prevail in any litigation
seeking damages or expenses from the Company or to enjoin the Company from
selling its products on the basis of the alleged patent infringement, or that
a license for any of the alleged infringed patents will be available to the
Company on reasonable terms, if at all. If General Signal successfully
enforces these alleged rights against the Company or the Company's customers,
it could have a material adverse affect on the Company's business.

In 1992, at the time that General Signal first raised patent claims in the
cluster tool area, the Company joined with six major semiconductor process
tool equipment manufacturers in forming an "Ad Hoc Committee for Defense
against General Signal Cluster Tool Patents." At that time, the members of the
Ad Hoc Committee notified General Signal that the member companies were of the
opinion that the General Signal patents were invalid based on (i) prior art,
(ii) inequitable conduct before the Patent & Trademark Office and (iii)
estoppel as a result of General Signal's activities in establishing standards
for cluster tools and interfaces within the semiconductor industry. The
Company believes that the position taken by the Ad Hoc Committee remains
valid, and in the event litigation is commenced against the Company by General
Signal, is prepared to defend its position vigorously. Even if the Company is
determined to be infringing the General Signal patents, the Company believes
that the sale of its products to process tool manufacturers would result in
contributory and not direct infringement. As such, certain license rights
under the General Signal patents could cover the Company's products sold to
Lam, the Company's largest customer. The Company has been advised by Lam that
Lam has a license under the General Signal patents. The Company believes that
the products sold to Lam are covered under this license.

General Signal has offered to license its patents to the Company, and
because patent litigation can be extremely expensive and time consuming, the
Company may seek to obtain a license from General Signal. There is no
assurance, however, that a license from General Signal will be available to
the Company on reasonable terms, if at all. If the General Signal patents are
found to be valid, if the Company's products are held to infringe such
patents, and if the Company or its OEM customers are not able to obtain a
license from General Signal on reasonable terms, it could have a material
adverse effect on the business of the Company.

33
<PAGE>

on the Company's business, financial condition and results of operations.
There can be no assurance that infringement claims by third parties or other
claims for indemnification by customers or end users of the Company's products
resulting from infringement claims will not be asserted in the future or that
such assertions, if proven to be true, will not materially and adversely
affect the Company's business, financial condition and results of operations.
If any such claims are asserted against the Company's intellectual property
rights it may seek to enter into a royalty or licensing arrangement. There can
be no assurance, however, that a license will be available on reasonable terms
or at all. The Company could decide, in the alternative to resort to
litigation to challenge such claims or to design around the patented
technology. Such actions could be costly and would divert the efforts and
attention of the Company's management and technical personnel, which would
materially and adversely affect the Company's business, financial condition
and results of operations. See "Risk Factors--Intellectual Property Risks."

BACKLOG

Backlog for the Company's products as of June 30, 1997 and 1996 totaled
$44.2 million and $35.6 million, respectively. Backlog consists of purchase
orders for which a customer has scheduled delivery within the next 12 months.
Orders included in the backlog may be canceled or rescheduled by customers
without significant penalty. Backlog as of any particular date should not be
relied upon as indicative of the Company's net revenues for any future period.

EMPLOYEES

As of June 30, 1997, the Company had approximately 470 employees. Of these,
172 were involved in engineering, 38 in sales and marketing, 220 in global
customer support and manufacturing operations and 40 in general and
administrative. The Company believes its future success will depend in large
part on its ability to attract and retain highly skilled employees. None of
the employees of the Company are covered by a collective bargaining agreement.
The Company considers its relationships with its employees to be good.

PROPERTIES

The Company has a seven year lease, beginning May 1995, for its headquarters
and manufacturing facility. The facility has two stories with approximately
130,000 square feet of space located in Chelmsford, Massachusetts. The lease
provides for the Company to move into all the space over a three year period
ending May 1998 with the Company occupying a minimum of approximately 83,000
square feet in the first year, 93,000 square feet in the second year, 108,000
square feet in the third year and the entire space thereafter.

The Company also maintains sales and service offices in Santa Clara,
California, Tokyo, Japan, Seoul, South Korea and Kingston, England. In July
1996, the Company expanded its regional sales and support presence in Japan,
by relocating into a 10,000 square foot facility in Tokyo, Japan. The Company
is negotiating for more space at this facility. In August 1996, the Company
entered into a six year lease for a new facility for Brooks Canada. The new
facility is a shared, three story building with approximately 41,000 square
feet of space and is located in Richmond, British Columbia.

The Company believes that these facilities are adequate for its current
needs and that it can obtain additional space at commercially reasonable rates
when and as required.

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings. See
"--Patents and Proprietary Rights" for a description of certain potential
patent disputes.

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<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Robert J. Therrien...... 62 President, Chief Executive Officer, Treasurer and Director
David R. Beaulieu....... 39 Vice President, Engineering
Stanley D. Piekos....... 49 Vice President, Finance and Chief Financial Officer
Michael W. Pippins...... 37 Vice President, Sales and Marketing
Michael F. Werner....... 51 Vice President, Manufacturing and Operations
Norman B. Brooks........ 65 Director
Roger D. Emerick(1)(2).. 58 Director
Amin J. Khoury(1)(2).... 57 Director
</TABLE>
- --------
(1) Member of the Company's Compensation Committee.
(2) Member of the Company's Audit Committee.

Robert J. Therrien has been the President, Chief Executive Officer and a
director of the Company since its incorporation in 1989 when he initiated the
acquisition of the Brooks Automation Division of Aeronca Electronics, Inc.
From 1983 to 1989, Mr. Therrien served as a consultant to the Company and
other firms in the semiconductor industry. From 1972 until its sale to
Schlumberger Industries in 1983, Mr. Therrien cofounded and served as Chairman
and President of Accutest Corporation, a semiconductor automatic test
equipment company. Mr. Therrien is currently a director of MKS Instruments,
Inc., a supplier of measurement and control components for laboratory and
industrial applications throughout the microelectronics industry. Mr. Therrien
also serves on the NYNEX Customer Advisory Board and the Advisory Committee of
the Massachusetts Office of Business Development.

David R. Beaulieu joined the Company in May 1996 as its Vice President of
Engineering. From 1993 to 1996, Mr. Beaulieu served as Vice President, Product
Operations of the Time/Data Systems Division of Simplex Corporation, a
manufacturer of industrial equipment. From 1991 to 1993, Mr. Beaulieu served
as Vice President of Research and Development for Tropel Corporation, a
manufacturer of advanced optical systems for semiconductor equipment. From
1979 to 1991, Mr. Beaulieu served GCA, a unit of General Signal Corporation,
in a variety of positions including Director of Lithographic Engineering.

Stanley D. Piekos joined the Company in June 1994 as its Vice President,
Finance and Chief Financial Officer. From 1985 to June 1994, Mr. Piekos served
Helix Technology Corporation, a manufacturer of cryogenic equipment used
primarily in the semiconductor industry, most recently as Vice President and
Chief Financial Officer.

Michael W. Pippins joined the Company in March 1992 as its Director of Sales
and Marketing and in June 1993 was promoted to Vice President, Sales and
Marketing. From 1989 to 1992, Mr. Pippins served as strategic marketing
manager for Varian Associates, a manufacturer of semiconductor production
equipment.

Michael F. Werner has been the Vice President, Operations of the Company
since February 1993. From 1986 to 1993, Mr. Werner served GCA, a unit of
General Signal Corporation, in a variety of positions including Senior Vice
President of Operations.

Norman B. Brooks founded the Company in 1978, and has served as a director
of the Company since its incorporation in 1989. Mr. Brooks has been semi-
retired since that date.

Roger D. Emerick has been a director of the Company since October 1993. Mr.
Emerick has been a director of Lam Research Corporation ("Lam"), a
semiconductor equipment supplier, since 1982 and Chairman of the Board of
Directors of Lam since 1984. Mr. Emerick served as President of Lam from 1982
to 1989 and as its Chief Executive Officer from 1982 until August 1997. Mr.
Emerick is currently a director of Electroglas, Inc., a manufacturer of
automatic wafer probing equipment and Semiconductor Equipment and Materials
International.

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<PAGE>

Amin J. Khoury has been a director of the Company since July 1994. Since
1987, Mr. Khoury has served as Chairman of the Board of B/E Aerospace, Inc., a
designer, manufacturer and marketer of airline interior furnishings. Mr.
Khoury is also Chairman of the Board of Applied Extrusion Technologies, Inc.,
a manufacturer of oriented polypropylene films and extruded polymer nets.

KEY EMPLOYEES

Certain key employees of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Andrew Broughton............ 46 Managing Director, Brooks Automation U.K.
Robert Carey................ 56 Vice President, Asian Operations
Bernard Casey............... 33 Director, Atmospheric Product Marketing
Michael Cullinane........... 41 Director, Global Support Services
Mitchell Drew............... 36 Director, Business Development
Michael Hanssman............ 39 Director, Technologies, of Brooks Canada
Christopher Hofmeister...... 34 Director, Atmospheric Products Engineering
Chang Ho Kim................ 39 General Manager, Brooks Automation Korea
John Masciola............... 42 Director, Software Engineering
Robert McEachern............ 53 Vice President, Flat Panel Display Engineering
Richard McMahon............. 41 Vice President, Software Engineering
Tsunehisa Yamashita......... 51 President, Brooks Automation K.K.
</TABLE>

Andrew Broughton joined the Company in 1997 as the Managing Director of the
Company's U.K. subsidiary. From 1987 until 1997, Mr. Broughton served in
various sales and management capacities, most recently as General
Manager/Director for Tencor Industries, a metrology tool production company.

Robert Carey joined the Company in April 1996 as its Vice President of
Technology and Business Development and in September 1996 began serving as
Vice President, Asian Operations. From 1993 to 1996, Mr. Carey served as
President of Dynapower/Stratopower and from 1988 to 1993 he served as
President, Senior Vice President of Product Operations and Vice President of
Research and Development of GCA. Dynapower/Stratopower and GCA are units of
General Signal Corporation.

Bernard Casey joined the Company in July 1997 as its Director, Atmospheric
Product Marketing. From 1989 to 1997, Mr. Casey served Genmark Automation in
various capacities including most recently as its Executive Vice President and
Chief Operating Officer. Genmark develops and manufactures precision alignment
and transport robotics equipment for the semiconductor and flat panel display
industries. Prior to 1989, Mr. Casey was an electrical engineer for Alcatel
Comptech.

Michael Cullinane joined the Company in April 1995 as its Director, Program
Management and in June 1996 began serving as Director Global Support Services.
From 1994 to January 1995, Mr. Cullinane served in various capacities for the
Tau-Tron unit of General Signal Corporation, including most recently as
Director of Worldwide Operations. Prior to 1994, Mr. Cullinane served for over
15 years in various positions at GCA (also a unit of General Signal
Corporation), including as its Director of Manufacturing Operations.

Mitchell Drew joined the Company in July 1993 and has served the Company in
a variety of support and marketing management positions including as Director,
Atmospheric Products Marketing. In July 1997 Mr. Drew became Director,
Business Development. From 1989 to 1993, Mr. Drew served in a strategic
product support role for Varian Associates, a manufacturer of semiconductor
production equipment.

Michael Hanssman joined the Company in 1996 as Director, Technologies of
Brooks Canada. From 1983 to 1996, Mr. Hanssman served in various engineering
and management capacities with Brooks Canada.

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<PAGE>

Christopher Hofmeister joined the Company in August 1991 and has served the
Company in a variety of engineering positions including Mechanical Engineering
Manager and in January 1997 was promoted to Director, Atmospheric Products
Engineering. From 1989 to 1991, Mr. Hofmeister served Eaton, a manufacturer of
semiconductor production equipment, as a mechanical engineer.

Chang Ho Kim joined the Company in 1996 as General Manager, Brooks
Automation Korea. From December 1993 to February 1996, Mr. Kim served
Schlumberger Technologies as General Manager and Vice President of its Asia
Pacific automatic test equipment operations. From 1990 to December 1993, Mr.
Kim served as Director of Asia Pacific Rim operations for Semiconductor
Equipment and Materials International. Prior to 1990, Mr. Kim served in
various management and engineering capacities for Lam and National
Semiconductor, a manufacturer of semiconductors.

John Masciola joined the Company in 1995 as Director, Software Engineering.
From 1980 to 1995, Mr. Masciola served in various engineering and management
capacities at GenRad, a semiconductor test equipment firm. Mr. Masciola served
most recently as GenRad's Software Engineering Manager.

Robert McEachern joined the Company in June 1995 as its Vice President, Flat
Panel Display Engineering. Mr. McEachern was a founder of MRS Technology, a
supplier of photolithography equipment to flat panel display manufacturers,
and served as Vice President, Research and Development of MRS from its
organization in February 1986 to May 1995. Prior to MRS's formation, Mr.
McEachern was an engineering manager at Varian Associates, a manufacturer of
semiconductor production equipment.

Richard McMahon joined the Company in February 1996 as Vice President,
Software Engineering and as President of Brooks Automation Canada. Mr. McMahon
was the founder of Techware Systems Corporation, a designer and supplier of
integrated equipment control software solutions for the semiconductor and
related industries, and served as its President from 1983 through its
acquisition by the Company in February 1996.

Tsunehisa Yamashita joined the Company in August 1997 as the President of
the Company's Japanese subsidiary. Mr. Yamashita, a trained engineer, served
the Nikon Corporation in Tokyo, Japan from 1969 until his appointment to the
Company in a variety of positions, including most recently, General Manager of
the Planning and Strategic Marketing Department and General Manager of the IC
and LCD Equipment Division (April 1996 to August 1997); Senior Manager of the
Export Department (1987 to 1996) and Marketing Director, Technical Support
Director and Planning Director of Nikon Precision Inc. (1982 to 1987).

37
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of August 15, 1997
with respect to the beneficial ownership of the Company's Common Stock by (i)
each director of the Company, (ii) each executive officer of the Company,
(iii) each Selling Stockholder and (iv) all executive officers and directors
of the Company as a group. This information is based upon information received
from or on behalf of the named individuals. All of the Selling Stockholders
are executive officers or directors of the Company.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY OWNED SHARES BEING SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING(1) OFFERED(1) AFTER OFFERING (2)
------------------------------ ------------ ------------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE NUMBER NUMBER PERCENTAGE
- ------------------------ --------------- -------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
Robert J. Therrien(3)... 1,534,046 19.2% 300,000 1,234,046 12.4%
c/o Brooks Automation,
Inc.
15 Elizabeth Drive
Chelmsford, Massachu-
setts 01824
Stanley D. Piekos(4).... 91,852 1.2% 10,250 81,602 *
Michael W. Pippins(5)... 71,412 * 2,000 69,412 *
Michael F. Werner(6).... 52,500 * 3,750 48,750 *
David R. Beaulieu(7).... 0 * 0 0 *
Norman B. Brooks(8)..... 35,040 * 5,000 30,040 *
Roger D. Emerick(9)..... 5,000 * 0 5,000 *
Amin J. Khoury(10)...... 9,000 * 0 9,000 *
All directors and
executive officers as a
group (8 persons)
(3)(4)(5)(6)(7)
(8)(9)(10)............. 1,798,850 22.3% 321,000 1,477,850 14.6%
</TABLE>
- --------
* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to the shares listed.
(2) Assumes that the Underwriters' over-allotment option is not exercised. If
the Underwriters' over-allotment option is exercised in full, Mr.
Therrien will sell an additional 50,000 shares of Common Stock, and,
after the offering, he will beneficially own 1,184,046 shares of Common
Stock constituting 11.5% of the outstanding shares of Common Stock.
(3) Includes options to purchase 247,500 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 137,500 shares which are not exercisable within 60 days after
August 15, 1997.
(4) Includes options to purchase 31,250 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 51,250 shares which are not exercisable within 60 days after
August 15, 1997.
(5) Includes options to purchase 26,334 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 25,000 shares which are not exercisable within 60 days after
August 15, 1997.
(6) Includes options to purchase 7,500 shares of Common Stock which are
exercisable within 60 days of August 15, 1997. Excludes options to
purchase 36,250 shares which are not exercisable within 60 days after
August 15, 1997.
(7) Excludes options to purchase 29,000 shares of Common Stock which are not
exercisable within 60 days after August 15, 1997.
(8) Includes options to purchase 4,000 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 16,000 shares which are not exercisable within 60 days after
August 15, 1997.

<PAGE>

(9) Includes options to purchase 5,000 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 16,000 shares which are not exercisable within 60 days after
August 15, 1997.
(10) Includes options to purchase 5,000 shares of Common Stock which are
exercisable within 60 days after August 15, 1997. Excludes options to
purchase 16,000 shares which are not exercisable within 60 days after
August 15, 1997.

39
<PAGE>

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 21,500,000 shares of
Common Stock, $0.01 par value, and 1,000,000 shares of Preferred Stock, $0.01
par value (the "Preferred Stock").

COMMON STOCK

As of August 15, 1997, there were 7,738,138 shares of Common Stock
outstanding. These shares were held of record by 104 stockholders. There will
be 9,738,138 shares of Common Stock outstanding after giving effect to the
sale of the shares of Common Stock to the public offered hereby by the
Company.

The holders of Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders and are entitled to receive dividends,
if any, as may be declared from time to time by the Board of Directors from
funds legally available therefore. Upon liquidation or dissolution of the
Company, the holders of Common Stock are entitled to receive all assets
available for distribution to the stockholders, subject to any preferential or
other rights of the holders of Preferred Stock. The Common Stock has no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares. The holders
of Common Stock do not have cumulative voting rights in the election of
directors. All of the shares of Common Stock are, and the shares to be sold in
this offering will be, fully paid and nonassessable.

PREFERRED STOCK

The Company has no Preferred Stock outstanding. The Board of Directors has
the authority to issue the Preferred Stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof, including
dividend rights, dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of Preferred Stock
may have the effect of delaying, deferring or preventing a change in control
of the Company without further action by the stockholders and may adversely
affect the voting and other rights of the holders of Common Stock. The
issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of
voting control to others. The Company currently has no plans to issue any of
the Preferred Stock.

ANTITAKEOVER EFFECT OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND
BYLAWS, RIGHTS DISTRIBUTION PLAN AND DELAWARE LAW

Certificate of Incorporation and Bylaws

The Certificate of Incorporation includes several provisions in addition to
the Preferred Stock, which may render more difficult an unfriendly tender
offer, proxy contest, merger or other change in control of the Company. These
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the Board of Directors and in the policies formulated by
the Board of Directors and to discourage certain types of transactions that
may involve an actual or threatened change of control of the Company. These
provisions are also designed to reduce the vulnerability of the Company to
unsolicited acquisition proposals and to discourage certain tactics that may
be used in proxy fights. However, such provisions could have the effect of
discouraging others from making tender offers for the shares of Common Stock
and, as a consequence, they also may inhibit fluctuations in the market price
of the shares of Common Stock which could result from actual or rumored
takeover attempts. Such factors also may have the effect of preventing changes
in the management of the Company.

The Certificate of Incorporation contains a so-called "anti-greenmail"
provision. The provision is intended to discourage speculators who accumulate
beneficial ownership of a significant block of stock and then, under the
threat of making a tender offer or instigating a proxy contest or some other
corporate disruption, succeed in

40
<PAGE>

extracting from the Company a premium price to repurchase the shares acquired
by the speculator. This tactic has become known as greenmail. The anti-
greenmail provision prohibits the Company from purchasing any shares of Common
Stock from a Related Person at a per share price in excess of the fair market
value at the time of such purchase, unless the purchase is approved by two-
thirds of the holders of the outstanding shares of the Common Stock, excluding
any votes cast by the Related Person. The term "Related Person" is defined in
general to mean any person, other than an existing stockholder of the Company,
who acquires more than 5% of the Company's voting stock after the closing of
the offering. Stockholder approval is not required for such purchases when the
offer is made available on the same terms to all holders of shares of Common
Stock or when the purchases are effected on the open market.

The Certificate of Incorporation also provides that all stockholder action
must be effected at a duly called meeting and not by written consent and that
certain stockholder proposals may only be approved by the holders of 80% of
the shares of stock entitled to vote thereon. In addition, the Bylaws of the
Company do not permit stockholders of the Company to call a special meeting of
stockholders.

The authority of the Board of Directors to issue authorized but unissued
shares of Common Stock might be considered as having the effect of
discouraging an attempt by another person or entity to effect a takeover or
otherwise gain control of the Company since the issuance of additional shares
of Common Stock would dilute the voting power of the Common Stock then
outstanding.

Rights Distribution

In July 1997, the Board of Directors declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock on
August 12, 1997 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Series A Preferred Shares"), of the
Company, at a purchase price of $135 per one one-thousandth of a Series A
Preferred Share (the "Purchase Price"), subject to adjustment.

Subject to certain limited exceptions, until the earlier to occur of (i) ten
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding Common Stock, or (ii) ten business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Stock
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by the Common Stock certificates with a copy of the summary
of Rights Attached thereto. As soon as practicable following the Distribution
Date, the Rights will becomes exercisable, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to stockholders of record on
the Distribution Date and the separate Rights Certificates alone will evidence
the Rights. The Rights will expire on the earlier of (i) July 31, 2007, or
(ii) the date on which the Rights are redeemed.

In the event that any person becomes an Acquiring Person, proper provisions
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person and its affiliates and associates (which shall
thereafter be void), will thereafter have the right to receive upon exercise,
that number of shares of Common Stock having a market value of two times the
exercise price of the Right. In the event that, at any time after a person
becomes an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provisions will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of
common stock of the surviving company which at the time of such transaction
will have a market value of two times the exercise price of the Right.

41
<PAGE>

At any time after any person becomes an Acquiring Person and prior to the
acquisition by any person or group of a majority of the outstanding Common
Stock, the Board of Directors may exchange the Rights (other than Rights owned
by such person or group which have become void), in whole or in part, at an
exchange ratio of one share of Common Stock per Right, subject to adjustment.
At any time prior to the time any person becomes an Acquiring Person, the
Board of Directors may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.

The terms of the Rights may be amended by the Board of Directors without the
consent of the holders of the Rights, except that from and after such time as
any person becomes an Acquiring Person, no such amendment may adversely affect
the interests of the holders of the Rights (other than the Acquiring Person
and its affiliates and associates).

Delaware Takeover Statute

The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203") which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) prior to such date
the Board of Directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned (x) by persons
who are directors and also officers and (y) by employee stock plans in which
employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer; or (iii) on or subsequent to such date, the business
combination is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
now owned by the interested stockholder.

Section 203 defines business combination to include: (i) any merger or
consolidation involving the corporation and the interested stockholder; (ii)
any sale, transfer, pledge or other disposition involving the interested
stockholder of 10% or more of the assets of the corporation; (iii) subject to
certain exceptions, any transaction which results in the issuance or transfer
by the corporation of any stock of the corporation to the interested
stockholder; (iv) any transaction involving the corporation which has the
effect of increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested stockholder; or
(v) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation. In general, Section 203 defines an "interested
stockholder" as any entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.

REGISTRATION RIGHTS

Following this offering, Stanley D. Piekos, will be the holder of 50,352
shares of Common Stock and options to purchase 82,500 shares of Common Stock.
So long as he is an employee of the Company, Mr. Piekos can require the
Company to register his shares of Common Stock on a pro rata basis to the
extent the Company registers the shares of any other officer. Mr. Piekos is a
Selling Stockholder in this offering.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is Boston EquiServe
LP.

42
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement"), the Company and the Selling Stockholders have agreed to
sell to each of the Underwriters named below, and each of the Underwriters,
for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
PaineWebber Incorporated, Needham & Company, Inc. and Cowen & Company are
acting as representatives (the "Representatives"), has severally agreed to
purchase from the Company and the Selling Stockholders, the respective numbers
of shares of Common Stock set forth opposite its name below at the public
offering price less the underwriting discount set forth on the cover page of
this Prospectus. In the Purchase Agreement, the several Underwriters have
agreed, subject to the terms and conditions set forth herein, to purchase all
of the shares of Common Stock offered hereby if any of such shares are
purchased. In the event of default by an Underwriter, the Purchase Agreement
provides that, in certain circumstances, the purchase commitments of the
nondefaulting Underwriter may be increased or the Purchase Agreement may be
terminated.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................... 575,000
PaineWebber Incorporated........................................ 575,000
Needham & Company, Inc.......................................... 575,000
Cowen & Company................................................. 150,000
Deutsche Morgan Grenfell Inc. .................................. 89,200
Lehman Brothers Inc. ........................................... 89,200
Montgomery Securities........................................... 89,200
Prudential Securities Incorporated.............................. 89,200
UBS Securities LLC.............................................. 89,200
---------
Total...................................................... 2,321,000
=========
</TABLE>

The Representatives have advised the Company and the Selling Stockholders
that the Underwriters propose initially to offer the shares of Common Stock to
the public at the offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in
excess of $1.12 per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $.10 per share to certain other
dealers. After the offering contemplated hereby, the offering price and other
selling terms may be changed by the Representatives.

The Company and one of the Selling Stockholders have granted to the
Underwriters an option, exercisable for 30 days after the date of this
Prospectus, to purchase up to an aggregate of 348,150 additional shares of
Common Stock at the public offering price set forth on the cover page hereof,
less the underwriting discount. The Underwriters may exercise such option only
to cover over-allotments, if any, made in connection with the sale of Common
Stock offered hereby. To the extent that the Underwriters exercise this
option, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage thereof which the
number of shares of Common Stock to be purchased by it shown in the above
table is of the 2,321,000 shares of Common Stock initially offered hereby. If
purchased, the Underwriters will offer such additional shares on the same
terms as those on which the 2,321,000 shares are being offered.

Until the distribution of the Common Stock is completed, the rules of the
Securities and Exchange Commission (the "Commission") may limit the ability of
the Underwriters and certain selling group members (if any) to bid for and
purchase the Common Stock. As an exception to these rules, the Representatives
are permitted to engage in certain transactions that stabilize the price of
the Common Stock. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the offering (i.e., if they sell a greater number of shares of
Common Stock than is set forth on the cover page of this Prospectus), the
Representatives may reduce that short position by purchasing shares of Common
Stock in the open market. The Representatives may also elect to reduce any
short position by exercising all or part of the over-allotment option
described above.

<PAGE>

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.

Neither the Company, the Selling Stockholders nor any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the
Common Stock. In addition, neither the Company, the Selling Stockholders nor
any of the Underwriters makes any representation that the Representatives will
engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

In connection with this offering, the Underwriters or their respective
affiliates and selling group members (if any) who are qualified market makers
on Nasdaq may engage in "passive market making" in the Common Stock on the
Nasdaq National Market in accordance with Rule 103 of Regulation M under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule 103
permits, upon the satisfaction of certain conditions, underwriters and selling
group members participating in a distribution that are also Nasdaq market
makers in the security being distributed (or a related security) to engage in
limited market making transactions during the period when Regulation M under
the Exchange Act would otherwise prohibit such activity. Rule 103 prohibits
underwriters and selling group members engaged in passive market making
generally from entering a bid or effecting a purchase at a price that exceeds
the highest bid for those securities displayed on the Nasdaq National Market
by a market maker that is not participating in the distribution. Under Rule
103, each underwriter or selling group member engaged in passive market making
is subject to a daily net purchase limitation equal to 30% of such entity's
average daily trading volume during the two full consecutive calendar months
immediately preceding the date of the filing of the registration statement
under the Securities Act pertaining to the security to be distributed (or such
related security).

The Company, each of its directors and executive officers and the Selling
Stockholders have agreed not to, directly or indirectly, offer, pledge, sell
contract to sell or otherwise transfer or dispose of any shares of Common
Stock or any securities convertible into or exchangeable or exercisable for
Common Stock without the prior written consent of Merrill Lynch for a period
of 90 days from the date of this Prospectus, except that the Company may,
without such consent, issue shares of Common Stock upon the exercise or
conversion of any outstanding options or warrants, or grant options to
purchase shares of Common Stock pursuant to the Company's stock option plans.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including certain liabilities under
the Securities Act, or to contribute to payments the Underwriters may be
required to make in respect thereof.

LEGAL MATTERS

The validity of the securities offered hereby has been passed upon for the
Company and the Selling Stockholders by Brown, Rudnick, Freed & Gesmer, One
Financial Center, Boston, Massachusetts 02111. Certain legal matters with
respect to patents and proprietary rights of the Company as described in the
Prospectus will be passed upon by Perman & Green, Fairfield, Connecticut.
Certain legal matters in connection with the Common Stock offered hereby will
be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP,
Boston, Massachusetts.

EXPERTS

The Consolidated Financial Statements of the Company as of September 30,
1995 and 1996 and for each of the three years in the period ended September
30, 1996 included in this Prospectus have been so included in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

44
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, NW,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
Regional Offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New
York 10048, at prescribed rates. In addition, such reports, proxy statements
and information are available through the Commission's Electronic Data
Gathering and Retrieval System at http://www.sec.gov. The Company's Common
Stock is listed on the Nasdaq National Market, and reports, proxy statements
and certain other information concerning the Company can also be inspected at
the offices of the Nasdaq National Market, 1735 K Street NW, Washington D.C.
20006.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended with respect to the Common
Stock being offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
such Registration Statement and the exhibits and schedules thereto to which
reference is hereby made. The statements in this Prospectus as to the contents
of such Registration Statement are qualified in their entirety by such
reference. The Registration Statement, together with its exhibits and
schedules, may be inspected without charge at the Public Reference Section of
the Commission in Washington, D.C. at the address noted above, and copies of
all or any part thereof may be obtained from the Commission upon payment of
the prescribed fees.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission pursuant to the Exchange
Act are incorporated herein by reference: (1) the Company's Annual Report on
Form 10-K/A for the fiscal year ended September 30, 1996, (2) the Company's
Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31,
1996, March 31, 1997 and June 30, 1997; (3) the Company's Proxy Statement used
in connection with the Company's Annual Meeting of Stockholders held on
February 20, 1997; and (4) the description of the Company's Common Stock
contained in the Company's Registration Statements on Form 8-A, filed with the
Commission on January 24, 1995 and August 7, 1997.

All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the Common
Stock hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that also is (or is deemed
to be) incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus. The Company will furnish without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
documents referred to above, excluding exhibits thereto. Requests for such
documents should be submitted in writing to the Corporate Secretary at the
corporate headquarters of the Company at 15 Elizabeth Drive, Chelmsford,
Massachusetts 01824, or by telephone at (508) 262-2400.

45
<PAGE>

BROOKS AUTOMATION, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................................ F-2
Consolidated Balance Sheet as of September 30, 1995 and 1996, unaudited
at June 30, 1997........................................................ F-3
Consolidated Statement of Operations for the three years ended September
30, 1996, and unaudited for the nine months ended June 30, 1996 and
1997.................................................................... F-4
Consolidated Statement of Changes in Stockholders' Equity for the three
years ended September 30, 1996, and unaudited for the nine months ended
June 30, 1997........................................................... F-5
Consolidated Statement of Cash Flows for the three years ended September
30, 1996, and unaudited for the nine months ended June 30, 1996 and
1997.................................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Brooks Automation, Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of changes in stockholders' equity and
of cash flows present fairly, in all material respects, the financial position
of Brooks Automation, Inc. and its subsidiaries at September 30, 1995 and
1996, and the results of their operations and their cash flows for each of the
three years in the period ended September 30, 1996, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP

Boston, Massachusetts
November 19, 1996

F-2
<PAGE>

BROOKS AUTOMATION, INC.

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE-RELATED DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $15,594 $ 2,102 $ 1,129
Accounts receivable, net of allowance for
doubtful accounts of $80, $100 and $160,
respectively, and including related party
receivables of $3,118, $5,533 and $5,262,
respectively.................................. 12,964 24,381 24,679
Inventories.................................... 12,858 17,803 21,028
Prepaid expenses and other current assets...... 1,805 1,679 3,756
------- ------- -------
Total current assets......................... 43,221 45,965 50,592
Fixed assets, net................................ 9,347 16,698 19,523
Other assets..................................... 1,012 2,098 3,465
------- ------- -------
Total assets................................. $53,580 $64,761 $73,580
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital
lease obligations............................. $ 1,522 $ 1,431 $10,850
Accounts payable............................... 6,075 8,103 8,906
Accrued compensation and benefits.............. 1,556 2,719 2,154
Accrued expenses and other current
liabilities................................... 1,505 1,130 1,195
------- ------- -------
Total current liabilities.................... 10,658 13,383 23,105
Long-term debt, capital lease obligations and
other liabilities............................... 700 687 579
------- ------- -------
Total liabilities............................ 11,358 14,070 23,684
------- ------- -------
Commitments and contingency (Note 12)............ -- -- --
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000
shares authorized; none issued and
outstanding................................... -- -- --
Common stock, $.01 par value; 21,500,000 shares
authorized; 7,469,591, 7,569,109 and 7,653,315
shares issued and outstanding................. 75 76 76
Additional paid-in capital..................... 34,208 34,335 34,682
Cumulative translation adjustment.............. (136) (174) (97)
Deferred compensation.......................... (139) (110) (92)
Retained earnings.............................. 8,214 16,564 15,327
------- ------- -------
Total stockholders' equity................... 42,222 50,691 49,896
------- ------- -------
Total liabilities and stockholders' equity... $53,580 $64,761 $73,580
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JUNE 30,
----------------------------------------- -----------------
1994 1995 1996
(FISCAL 1994) (FISCAL 1995) (FISCAL 1996) 1996 1997
------------- ------------- ------------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues, including
related party revenues
of $6,361, $10,530 and
$19,109 for fiscal
years 1994, 1995 and
1996, respectively, and
$13,852 and $12,622 for
the nine months ended
June 30, 1996 and 1997,
respectively........... $26,651 $50,958 $90,432 $66,446 $55,603
Cost of revenues........ 16,005 29,783 52,610 38,478 38,094
------- ------- ------- -------- --------
Gross profit............ 10,646 21,175 37,822 27,968 17,509
------- ------- ------- -------- --------
Operating expenses:
Research and
development.......... 3,843 6,818 12,359 9,023 9,722
Selling, general and
administrative....... 4,025 7,188 12,436 9,183 8,979
------- ------- ------- -------- --------
Total operating
expenses........... 7,868 14,006 24,795 18,206 18,701
------- ------- ------- -------- --------
Income (loss) from
operations............. 2,778 7,169 13,027 9,762 (1,192)
Interest expense........ 506 482 388 283 415
Interest income......... 68 507 334 312 16
------- ------- ------- -------- --------
Income (loss) before
income taxes........... 2,340 7,194 12,973 9,791 (1,591)
Income tax provision
(benefit) ............. 724 2,249 4,476 3,459 (354)
------- ------- ------- -------- --------
Net income (loss)....... $ 1,616 $ 4,945 $ 8,497 $ 6,332 $ (1,237)
======= ======= ======= ======== ========
Net income (loss) per
share.................. $ 0.32 $ 0.73 $ 1.04 $ 0.77 $ (0.16)
======= ======= ======= ======== ========
Weighted average number
of common and common
equivalent shares...... 5,045 6,803 8,199 8,221 7,614
======= ======= ======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES
COMMON ADDITIONAL CUMULATIVE RECEIVABLE TOTAL
STOCK AT PAID-IN TRANSLATION DEFERRED FROM RETAINED STOCKHOLDERS'
PAR VALUE CAPITAL ADJUSTMENT COMPENSATION STOCKHOLDERS EARNINGS EQUITY
--------- ---------- ----------- ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30,
1993................... $ 35 $ 1,687 $(111) $ -- $ -- $ 1,777 $ 3,388
Issuance of common
stock.................. 5 708 -- -- (60) -- 653
Issuance of common stock
warrants............... -- 25 -- -- -- -- 25
Currency translation
adjustments............ -- -- (60) -- -- -- (60)
Dividends............... -- -- -- -- -- (33) (33)
Net income.............. -- -- -- -- -- 1,616 1,616
---- -------- ----- ----- ----- -------- --------
BALANCE AT SEPTEMBER 30,
1994................... 40 2,420 (171) -- (60) 3,360 5,589
Issuance of common
stock--public
offerings.............. 30 30,216 -- -- -- -- 30,246
Exercise of common stock
warrants............... 5 1,240 -- -- -- -- 1,245
Exercise of common stock
options................ -- 57 -- -- -- -- 57
Purchase and retire
treasury stock......... -- (119) -- 80 -- -- (39)
Currency translation
adjustments............ -- -- 35 -- -- -- 35
Deferred compensation... -- 264 -- (264) -- -- --
Amortization of deferred
compensation........... -- -- -- 45 -- -- 45
Payment of stockholders'
notes receivable....... -- -- -- -- 60 -- 60
Dividends............... -- -- -- -- -- (91) (91)
Income tax benefit
related to stock
options................ -- 130 -- -- -- -- 130
Net income.............. -- -- -- -- -- 4,945 4,945
---- -------- ----- ----- ----- -------- --------
BALANCE AT SEPTEMBER 30,
1995................... 75 34,208 (136) (139) -- 8,214 42,222
Issuance of common stock
under employee stock
purchase plan.......... -- 210 -- -- -- -- 210
Exercise of common stock
options................ 1 101 -- -- -- -- 102
Purchase and retire
treasury stock......... -- (184) -- -- -- -- (184)
Currency translation
adjustments............ -- -- (38) -- -- -- (38)
Amortization of deferred
compensation........... -- -- -- 29 -- -- 29
Elimination of Techware
net income for the the
three-months ended
December 31, 1995...... -- -- -- -- -- (147) (147)
Net income.............. -- -- -- -- -- 8,497 8,497
---- -------- ----- ----- ----- -------- --------
BALANCE AT SEPTEMBER 30,
1996................... 76 34,335 (174) (110) -- 16,564 50,691
Issuance of common stock
under employee stock
purchase plan
(unaudited)............ -- 268 -- -- -- -- 268
Exercise of common stock
options (unaudited).... -- 79 -- -- -- -- 79
Currency translation
adjustments
(unaudited)............ -- -- 77 -- -- -- 77
Amortization of deferred
compensation
(unaudited)............ -- -- -- 18 -- -- 18
Net loss (unaudited).... -- -- -- -- -- (1,237) (1,237)
---- -------- ----- ----- ----- -------- --------
BALANCE AT JUNE 30, 1997
(UNAUDITED)............ $ 76 $ 34,682 $ (97) $ (92) $ -- $ 15,327 $ 49,896
==== ======== ===== ===== ===== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JUNE 30,
----------------------------------------- -------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- --------- --------
(FISCAL 1994) (FISCAL 1995) (FISCAL 1996) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
CASH AND CASH
EQUIVALENTS
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss)...... $ 1,616 $ 4,945 $ 8,497 $ 6,332 $ (1,237)
Adjustments to
reconcile net income
(loss) to net cash
provided by (used in)
operating activities:
Depreciation and
amortization......... 935 1,315 3,057 2,156 3,307
Loss on disposal of
fixed assets......... -- 50 122 -- --
Changes in operating
assets and
liabilities:
Accounts receivable.. (651) (8,340) (11,742) (9,016) (208)
Inventories.......... (1,192) (8,413) (5,005) (6,335) (3,315)
Prepaid expenses and
other current assets
and other
liabilities......... (211) (600) 68 (936) (1,949)
Accounts payable..... (253) 4,195 2,127 2,852 803
Accrued compensation
and benefits........ 331 717 1,019 697 (507)
Accrued expenses and
other current
liabilities......... (497) (855) (291) 47 75
------- ------- -------- --------- --------
Net cash provided by
(used in) operating
activities......... 78 (6,986) (2,148) (4,203) (3,031)
------- ------- -------- --------- --------
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchases of fixed
assets................ (1,164) (7,673) (9,689) (5,995) (5,742)
Increase in other
assets................ (52) (511) (1,267) (207) (1,740)
Proceeds from sales of
short-term
investments, net...... 488 492 -- -- --
------- ------- -------- --------- --------
Net cash used in
investing
activities......... (728) (7,692) (10,956) (6,202) (7,482)
------- ------- -------- --------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Net borrowings under
credit lines.......... 441 236 123 187 9,430
Principal payments on
long-term debt and
capital lease
obligations........... (511) (2,293) (462) (357) (315)
Proceeds from issuance
of common stock....... 446 31,608 312 158 349
Dividends paid......... (33) -- (91) (91) --
Purchase and retire
treasury stock........ -- (39) (253) (239) --
------- ------- -------- --------- --------
Net cash provided by
(used in) financing
activities............ 343 29,512 (371) (342) 9,464
------- ------- -------- --------- --------
Effects of exchange
rate changes on cash
and cash equivalents.. (60) 35 (17) (4) 76
------- ------- -------- --------- --------
Net increase (decrease)
in cash and cash
equivalents........... (367) 14,869 (13,492) (10,751) (973)
Cash and cash
equivalents, beginning
of period............. 1,092 725 15,594 15,594 2,102
------- ------- -------- --------- --------
Cash and cash
equivalents, end of
period................ $ 725 $15,594 $ 2,102 $ 4,843 $ 1,129
======= ======= ======== ========= ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION
Cash paid during the
period for interest... $ 393 $ 371 $ 419 $ 237 $ 378
Cash paid during the
period for income
taxes................. $ 505 $ 2,786 $ 4,076 $ 3,086 $ 1,421
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Brooks Automation, Inc. (the "Company") is a leading, worldwide independent
developer, manufacturer and supplier of vacuum central wafer and substrate
handling systems and modules for the semiconductor process equipment and flat
panel display manufacturing industries.

A summary of the Company's significant accounting policies follows:

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany balances and transactions
have been eliminated.

On February 28, 1996, the Company acquired Techware Systems Corporation
("Techware"), a designer and supplier of integrated equipment control software
for the semiconductor and related industries. Techware now operates as a
wholly-owned subsidiary of the Company under the name of Brooks Automation
Canada. The acquisition of Techware has been accounted for as a pooling of
interests, and therefore the accompanying consolidated financial statements
for all periods prior to the Techware acquisition have been retroactively
restated to reflect the combination of the operations and the accounts of
Techware with those of the Company.

Due to the previously differing year-ends of the Company and Techware,
Techware's results of operations for the years ended December 31, 1994 and
1995 have been combined with the Company's results of operations for the years
ended September 30, 1994 and 1995, respectively. The results of operations for
fiscal 1996 are for the twelve months ended September 30, 1996 for both the
Company and Techware. Techware's financial position as of December 31, 1995
has been combined with the Company's financial position as of September 30,
1995. Accordingly, Techware's unaudited results of operations for the three
months ended December 31, 1995 (Note 2) are included in the consolidated
statement of operations for both the year ended September 30, 1995 and 1996.
Therefore, an amount equal to Techware's net income for the three months ended
December 31, 1995 was eliminated from consolidated retained earnings for the
year ended September 30, 1996.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from these estimates.

REVENUE RECOGNITION

Revenue from product sales is recorded upon shipment to the customer
provided that no significant obligations remain and collection of the related
receivable is probable. When insignificant obligations remain after shipment
of the product, the Company accrues the estimated costs of such obligations
upon shipment. A provision for product warranty costs is recorded at the time
of sale.

CASH AND CASH EQUIVALENTS

The Company invests its excess cash in repurchase agreements with major
banks and U.S. government securities that are subject to minimal credit and
market risk. The Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents. At
September 30, 1995 and 1996, cash and cash equivalents include $15,100,000 and
$1,758,000, respectively, of securities which are classified as held to
maturity and for which cost approximates fair value.

F-7
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INVENTORIES

Inventories are stated at the lower of cost or market, cost being determined
using the first-in, first-out method. The Company provides inventory reserves
for excess, obsolete, or damaged inventory based on changes in customer
demand, technology, and other economic factors. While the Company often uses
sole source suppliers for certain key components and common assemblies to
achieve quality control and the benefits of economies of scale, the Company
believes that these parts and materials are readily available from several
supply sources.

FIXED ASSETS

Fixed assets are recorded at cost and depreciated over their estimated
useful lives using the straight-line method. Equipment held under capital
leases is recorded at the lower of the fair market value of the equipment or
the present value of the minimum lease payments at the inception of the
leases. Leasehold improvements and equipment held under capital leases are
amortized over the shorter of their estimated useful lives or the term of the
respective leases. Repair and maintenance costs are expensed as incurred.

PATENTS

The Company capitalizes the direct costs associated with obtaining patents.
Capitalized patent costs are amortized using the straight-line method over six
years, the estimated economic life of the patents.

RESEARCH AND DEVELOPMENT AND SOFTWARE DEVELOPMENT COSTS

Costs incurred in the research and development of the Company's products are
expensed as incurred, except for certain software development costs. Software
development costs are expensed prior to establishing technological feasibility
and capitalized thereafter until the related product is available for general
release to customers. Capitalized software development costs are amortized to
cost of sales on a product-by-product basis over the estimated lives of the
related products.

STOCK COMPENSATION

The Company's stock compensation plans are accounted for in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees". In October 1995, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS123"), which establishes a
fair-value based method of accounting for stock-based compensation plans. The
new standard allows companies to continue to apply the intrinsic value method
based on APB No. 25 provided certain pro forma disclosures are made as if the
fair-value-based method had been applied. The Company will be required to
implement SFAS123 in fiscal 1997 and intends to adopt this standard through
the pro forma disclosure method.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
this method, deferred income tax assets and liabilities are recognized for the
expected future tax consequences, utilizing current tax rates, of temporary
differences between the financial statement carrying amounts and the tax bases
of assets and liabilities. Deferred income tax expense represents the change
in the net deferred tax asset and liability balances.

FOREIGN CURRENCY

The functional currency of the Company's international subsidiaries is the
local currency. Accordingly, foreign currency financial statements of the
Company's international subsidiaries are translated into U.S. dollars using
exchange rates in effect at period-end for assets and liabilities and at
average rates during the period for results of operations. The resulting
foreign currency translation adjustments are reflected as a separate component
of consolidated stockholders' equity.

F-8
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NET INCOME (LOSS) PER SHARE

Net income (loss) per share is determined based on the weighted average
number of common shares and common equivalent shares, if dilutive, assumed
outstanding during the applicable period. Pursuant to Securities and Exchange
Commission Staff Accounting Bulletin No. 83, certain common and common
equivalent shares issued by the Company during the twelve month period prior
to the initial filing of the registration statement relating to the Company's
initial public offering have been included in the calculation of weighted
average shares, using the treasury stock method and an estimated initial
public offering price of $9.00 per share, as if these shares were outstanding
for all periods prior to the initial public offering.

SUPPLEMENTAL NET INCOME (LOSS) PER SHARE (UNAUDITED)

Supplemental net income (loss) per share, which gives effect to the
Company's use of its proceeds resulting from its public offering of common
stock was $(0.14) per share for the nine months ended June 30, 1997.
Supplemental net income (loss) per share for the year ended September 30, 1996
was not significantly different from net income (loss) per share as reported.
The Company intends to repay its outstanding borrowings under the line of
credit agreements (Note 5). Supplemental net income (loss) per share was
determined by adding back the interest expense on the aforementioned
borrowings (net of tax effects) to net income (loss) for the year ended
September 30, 1996 and the nine months ended June 30, 1997, and dividing this
total by the supplemental weighted shares outstanding which include the number
of shares necessary to be sold to retire such borrowings (assuming net public
offering proceeds of $35.79 per share), plus the weighted average common and
common equivalent shares for the respective periods, as applicable.

RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings per Share" (SFAS128), which establishes standards
for computing and presenting earnings per share. The new standard replaces the
presentation of primary earnings per share prescribed by Accounting Principles
Board Opinion No. 15, "Earnings per Share" (APB15) with a presentation of
basic earnings per share and also requires dual presentation of basic and
diluted earnings per share on the face of the statement of operations for all
entities with complex capital structures. Basic earnings per share excludes
dilution and is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share is computed similarly to fully diluted earnings per
share pursuant to APB15. The Company will be required to implement SFAS128 in
the first quarter of fiscal 1998 and to restate all prior periods. If the
Company had been required to implement the guidance in SFAS128 during the nine
months ended June 30, 1997, the following earnings per share amounts would
have been reported.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
SEPTEMBER 30, JUNE 30,
----------------- ------------------
1994 1995 1996 1996 1997
----- ----- ----- -------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income (loss) per common share:
Basic................................. $0.36 $0.82 $1.13 $ 0.85 $ (0.16)
===== ===== ===== ======== =========
Diluted............................... $0.32 $0.73 $1.04 $ 0.77 $ (0.16)
===== ===== ===== ======== =========
Weighted average number of common
shares................................. 4,474 5,997 7,503 7,489 7,614
===== ===== ===== ======== =========
Weighted average number of common and
dilutive potential common shares....... 5,045 6,803 8,199 8,221 7,614
===== ===== ===== ======== =========
</TABLE>

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS 130) and Statement of
Financial Accounting Standards No. 131, "Disclosures

F-9
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

about Segments of an Enterprise and Related Information" (SFAS 131). The
Company will implement SFAS 130 and SFAS 131 as required in fiscal 1999, which
require the Company to report and display certain information related to
comprehensive income and operating segments, respectively. Adoption of SFAS
130 and SFAS 131 will not impact the Company's financial position or results
of operations.

2. ACQUISITION

In February 1996, the Company issued 462,189 shares of common stock in
exchange for all the outstanding shares of Techware pursuant to a Combination
Agreement dated as of February 28, 1996. The Techware acquisition has been
accounted for as a pooling of interests. In connection with the Techware
acquisition, the Company incurred expenses of $230,000, consisting primarily
of transaction costs to effect the acquisition, in the quarter ended March 31,
1996.

Adjustments recorded to conform the accounting policies of the companies
were not material to the consolidated financial statements. Revenues and net
income for each of the previously separate companies for the periods prior to
the Techware acquisition are as follows (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- --------------
1994 1995 1994 1995
------- ------- ------ -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Brooks Automation.............................. $24,030 $45,691 $8,414 $16,754
Techware....................................... 2,621 5,267 1,185 1,810
------- ------- ------ -------
$26,651 $50,958 $9,599 $18,564
======= ======= ====== =======
Net income:
Brooks Automation.............................. $ 1,473 $ 4,578 $ 678 $ 1,697
Techware....................................... 143 367 233 147
------- ------- ------ -------
$ 1,616 $ 4,945 $ 911 $ 1,844
======= ======= ====== =======
</TABLE>

3. INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials and purchased parts................... $ 8,902 $12,547 $14,229
Work-in-process..................................... 3,317 2,899 5,721
Finished goods...................................... 639 2,357 1,078
------- ------- -------
$12,858 $17,803 $21,028
======= ======= =======
</TABLE>

4. FIXED ASSETS

Fixed assets consist of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
ESTIMATED USEFUL ---------------- JUNE 30,
LIFE IN YEARS 1995 1996 1997
---------------- ------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Computer equipment and soft-
ware.......................... 3-5 $ 3,296 $ 6,221 $ 8,088
Demonstration equipment........ 5-7 2,283 5,521 8,154
Machinery and equipment........ 5-7 1,112 3,093 3,570
Furniture and fixtures......... 3-10 1,907 3,077 3,395
Leasehold improvements......... 7 3,522 4,133 4,697
------- ------- -------
12,120 22,045 27,904
Less--Accumulated depreciation
and amortization.............. (2,773) (5,347) (8,381)
------- ------- -------
$ 9,347 $16,698 $19,523
======= ======= =======
</TABLE>

F-10
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Fixed assets include $749,000 and $1,379,000 of machinery and equipment,
computer equipment and purchased software held under capital leases at
September 30, 1995 and 1996, respectively. Accumulated amortization related to
fixed assets held under capital leases was $383,000 and $626,000 at September
30, 1995 and 1996, respectively. Amortization of fixed assets under capital
leases was $113,000, $124,000 and $243,000 in fiscal 1994, 1995 and 1996,
respectively.

5. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
------------- JUNE 30,
1995 1996 1997
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Outstanding borrowings under bank line of credit
agreements......................................... $1,272 $1,019 $10,450
Subordinated note payable in monthly installments of
$5 plus interest at prime plus 2.75% (11.5% and
11.0% at September 30, 1995 and 1996).............. 311 246 197
Capital lease obligations at rates of 5% to 21%, se-
cured by certain fixed assets; expiring at various
dates through January 1999......................... 470 755 489
------ ------ -------
2,053 2,020 11,136
Less--Current portion............................... 1,522 1,431 10,850
------ ------ -------
$ 531 $ 589 $ 286
====== ====== =======
</TABLE>

The aggregate maturities of long-term debt and capital lease obligations are
as follows as of September 30, 1996 (in thousands):

<TABLE>
<CAPTION>
FISCAL
------
<S> <C>
1997............................................................... $1,431
1998............................................................... 398
1999............................................................... 137
2000............................................................... 54
------
$2,020
======
</TABLE>

The Company has a $15.0 million unsecured revolving credit facility and a
$3.0 million unsecured foreign currency line of credit, both of which expire
in December 1997. Subsequent to September 30, 1996, the Company increased the
revolving credit facility to $22.0 million (unaudited), and the unsecured
foreign currency line of credit to $6.0 million (unaudited). In addition, both
facilities were extended to an expiration date of December 31, 1998
(unaudited). Under the revolving credit facility, advances bear interest, at
the option of the Company, at the prime rate or the LIBOR rate plus 2%. There
were no borrowings outstanding under the revolving credit facility at
September 30, 1996. At September 30, 1996 the Company had $1,019,000
outstanding ($725,000 denominated in Japanese yen and $294,000 denominated in
Canadian dollars) under the foreign currency line of credit. Under the foreign
currency line of credit, advances bear interest at the LIBOR rate plus 2%
(2.56% and 6.06%, respectively, at September 30, 1996). The terms of the Loan
Agreement require the Company to comply with various covenants, including the
maintenance of specified financial ratios and a minimum tangible capital base,
as defined, and limit the Company's annual level of capital expenditures.

The Company has a $450,000 term note agreement with a third party due in
June 2000. The note is secured by the Company's fixed assets, with a
subordinated security interest in substantially all of the other assets of the
Company and is personally guaranteed by the president of the Company. The note
agreement contains various restrictive covenants.

F-11
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

At September 30, 1996, the Company was in compliance with the terms of these
credit agreements or had obtained the appropriate waivers.

6. INCOME TAXES

The components of the income tax provision are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
-------------------
1994 1995 1996
---- ------ ------
<S> <C> <C> <C>
Current:
Federal............................................ $615 $1,719 $3,695
State.............................................. 115 241 625
Foreign............................................ 4 174 600
---- ------ ------
734 2,134 4,920
---- ------ ------
Deferred:
Federal............................................ 36 67 (42)
State.............................................. (46) 48 (402)
---- ------ ------
(10) 115 (444)
---- ------ ------
$724 $2,249 $4,476
==== ====== ======
</TABLE>

The components of income before income taxes are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
---------------------
1994 1995 1996
------ ------ -------
<S> <C> <C> <C>
Domestic............................................ $2,193 $6,651 $11,580
Foreign............................................. 147 543 1,393
------ ------ -------
$2,340 $7,194 $12,973
====== ====== =======
</TABLE>

The significant components of the net deferred tax asset are as follows (in
thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
1994 1995 1996
----- ----- ------
<S> <C> <C> <C>
Deferred tax assets:
Reserves not currently deductible....................... $ 431 $ 382 $ 819
Tax credit carryforwards................................ -- -- 411
Other................................................... 44 12 61
----- ----- ------
Gross deferred tax assets............................. 475 394 1,291
----- ----- ------
Deferred tax liabilities:
Depreciation and amortization........................... (188) (266) (676)
Other................................................... (60) (16) (60)
----- ----- ------
Gross deferred tax liabilities........................ (248) (282) (736)
----- ----- ------
$ 227 $ 112 $ 555
===== ===== ======
</TABLE>

The net current deferred tax asset and net long-term deferred tax liability
balances are included in prepaid expenses and other current assets and long-
term debt, capital lease obligations and other liabilities, respectively.

F-12
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The differences between the income tax provision and income taxes computed
using the applicable U.S. statutory federal tax rate are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Taxes computed at federal statutory rate........... $ 819 $ 2,518 $ 4,540
State income taxes, net of federal benefit......... 45 207 420
Research and development tax credits............... (163) (255) (587)
Foreign sales corporation tax benefit.............. -- (85) (325)
Foreign income taxed at different rates............ -- (20) 161
Non-deductible transaction expenses................ -- -- 110
Other.............................................. 23 (116) 157
------- -------- --------
$ 724 $ 2,249 $ 4,476
======= ======== ========
</TABLE>

The Company does not provide for U.S. income taxes applicable to
undistributed earnings of its foreign subsidiaries since these earnings are
indefinitely reinvested.

7. STOCKHOLDERS' EQUITY

In February 1995, the Company issued 2,000,000 shares of common stock in an
initial public offering, at a purchase price of $8.00 per share. Proceeds to
the Company, net of offering costs, were $13.6 million. In July 1995, the
Company completed a secondary offering of 1,000,000 shares of common stock.
Proceeds to the Company, net of offering costs, were $16.6 million.

8. STOCK PLANS

1992 COMBINATION STOCK OPTION PLAN

The 1992 Combination Stock Option Plan (the "1992 Plan") allows for the
grant of non-qualified and incentive stock options for the purchase of up to
1,550,000 shares of the Company's common stock, net of cancellations, by
employees, directors or consultants who provide services to the Company. In
fiscal 1996, the Company's stockholders approved an increase in the number of
shares issuable under the 1992 Plan from 1,050,000 shares to 1,550,000 shares.
The Board of Directors of the Company is responsible for administration of the
1992 Plan. Stock options granted under the plan have been granted at exercise
prices, as determined by the Board of Directors, of not less than the fair
value per common share on the date of the grant. Both non-qualified and
incentive stock options are exercisable at various dates as determined by the
Board of Directors. Incentive stock options are exercisable either within 10
years of the date of grant or within 5 years of the date of grant for
employees holding greater than 10% of the Company's voting stock.

1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The 1993 Non-Employee Director Stock Option Plan (the "Director Plan")
allows for the issuance of stock options to directors who provide services to
the Company. The Director Plan allows for the purchase of up to 90,000 shares
of the Company's common stock. Subsequent to September 30, 1996, the
stockholders of the Company approved an increase in the number of shares of
common stock issuable under the Director Plan to 190,000 (unaudited). The
price of the stock options is determined by the Board of Directors and are
priced at not less than the fair market value on the date of grant. Options
vest over a five year period.

F-13
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Stock option activity under all plans is summarized as follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE
SHARES PRICE
--------- ------------
<S> <C> <C>
Outstanding, September 30, 1993........................ 302,499 $ .83
Granted.............................................. 703,500 1.67- 2.43
Canceled............................................. (38,499) .83- 2.21
Exercised............................................ (25,200) .83
---------
Outstanding, September 30, 1994........................ 942,300 .83- 2.43
Granted.............................................. 128,500 2.21-20.75
Canceled............................................. (9,000) 2.21
Exercised............................................ (49,700) .83- 2.21
---------
Outstanding, September 30, 1995........................ 1,012,100 .83-20.75
Granted.............................................. 717,500 11.00-21.50
Canceled............................................. (405,375) .83-20.63
Exercised............................................ (101,575) .83- 2.21
---------
Outstanding, September 30, 1996........................ 1,222,650 .83-21.50
=========
Exercisable, September 30, 1996........................ 217,150 $ .83-17.75
=========
Available for grant, September 30, 1996................ 308,400
=========
</TABLE>

On July 25, 1996, the Board of Directors determined that certain stock
options issued to employees of the Company had an exercise price significantly
higher than the fair market value of the Company's common stock. In light of
the Board's conclusions that such options were not providing the desired
incentive, the Board provided employees with the opportunity to exchange
options previously granted to them under the 1992 Plan for new options (the
"Replacement Options") to purchase the same number of shares of common stock
at an exercise price of $11.00 per share, the then fair market value of the
Company's common stock. Employees were given the choice of retaining their
existing options, with the original vesting schedule, or accepting the
Replacement Options, with a vesting schedule commencing on July 25, 1996. The
Company canceled and replaced options to purchase 344,600 shares of common
stock with an average exercise price of $14.36 per share.

DEFERRED COMPENSATION (UNAUDITED)

During July 1997, the Company granted stock options to purchase 30,000
shares of its common stock at an exercise price of $12.75 per share to certain
employees. The Company recorded deferred compensation totaling $349,000,
representing the difference between the fair market value of the common stock
on the date of grant and the exercise price. Deferred compensation related to
these options is being amortized ratably over the option vesting periods of
five years.

1995 EMPLOYEE STOCK PURCHASE PLAN

On February 22, 1996, the stockholders approved the 1995 Employee Stock
Purchase Plan (the "1995 Plan") which enables eligible employees to purchase
shares of the Company's common stock. Under the 1995 Plan, eligible employees
may purchase up to an aggregate of 150,000 shares during six-month offering
periods commencing on January 1 and July 1 of each year at a price per share
of 85% of the lower of the market price per share on the first or last day of
each six-month offering period. Participating employees may elect to have up
to 10% of base pay withheld and applied toward the purchase of such shares.
The rights of participating employees under the 1995 Plan terminate upon
voluntary withdrawal from the plan at any time or upon

F-14
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

termination of employment. As of September 30, 1996, the Company has reserved
128,607 shares of common stock for issuance under the 1995 Plan.

RESTRICTED STOCK PURCHASE PLAN

Prior to its initial public offering, the Company had an informal stock
purchase plan whereby selected key employees and consultants have been granted
the opportunity to purchase common stock. The shares of common stock sold
pursuant to this plan are generally subject to purchase by the Company at the
original purchase price plus a specified interest rate, if the individual
ceases to be employed or associated with the Company after various specified
periods of time. In connection with this plan, the Company issued a total of
423,195 shares of common stock to employees and consultants at per share
prices ranging from $.83 to $2.21. During fiscal 1995 and 1996, the Company
purchased and retired 18,000 and 25,500 shares, respectively, under this plan.
At September 30, 1995 and 1996, the number of shares of common stock
outstanding includes 154,345 shares and 62,295 shares, respectively, subject
to purchase by the Company.

9. BENEFIT PLAN

The Company sponsors a defined contribution plan which meets the
requirements of Section 401(k) of the Internal Revenue Code. All domestic
employees of the Company who meet minimum age and service requirements are
eligible to participate in the plan. The plan allows employees to contribute
1% to 15% of their annual salary subject to statutory limitations. The Company
contributes 50% of amounts contributed by employees up to 3% of their annual
salary. The Company's contribution expense was $25,000, $82,000 and $133,000
in fiscal 1994, 1995 and 1996, respectively.

10. GEOGRAPHIC, SIGNIFICANT CUSTOMERS AND RELATED PARTY INFORMATION

Revenues from customers outside the United States were 16% (7% to Asia and
9% to Europe), 12% (8% to Asia and 4% to Europe) and 20% (15% to Asia and 5%
to Europe) of total revenues for fiscal 1994, 1995 and 1996, respectively.

During fiscal 1994, 1995 and 1996, the Company had revenues from a related
party representing 24%, 21% and 21% of revenues, respectively. An executive of
this customer is a member of the Company's Board of Directors. In April 1994,
this customer purchased 240,000 shares of the Company's common stock from
existing stockholders. In June 1993, the Company issued a warrant to the
customer to purchase 463,974 shares of common stock for total consideration of
$1,245,000. A value of $168,000 was ascribed to this warrant when issued which
has been recorded as additional paid-in capital. The customer partially
exercised this warrant to purchase 300,000 shares for $805,000 upon closing of
the Company's initial public offering of common stock. In June 1995, the
customer exercised this warrant to purchase the remaining 163,974 shares for
$440,000. At September 30, 1996, this customer is no longer a stockholder of
the Company.

During fiscal 1995, the Company had revenues from one customer (not a
related party) representing 13% of revenues.

A financial instrument which potentially exposes the Company to
concentration of credit risk is accounts receivable, as the Company's
customers are concentrated in the semiconductor industry and relatively few
customers account for a significant portion of the Company's revenues. At
September 30, 1995 and 1996, accounts receivable from three customers and two
customers, respectively, accounted for approximately 49% and 36%,
respectively, of accounts receivable. The Company regularly monitors the
creditworthiness of its customers and believes that it has adequately provided
for any exposure to potential credit losses.

F-15
<PAGE>

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. SUPPLEMENTAL CASH FLOW INFORMATION

During fiscal 1994, 1995 and 1996, the Company acquired $155,000, $348,000
and $630,000, respectively, of fixed assets under capital leases.

During fiscal 1995, the Company recorded deferred compensation of $264,000
relating to certain common stock issued and common stock options granted
during the twelve month period prior to the initial filing of the registration
statement relating to the Company's initial public offering. During fiscal
1996, the Company recorded compensation expense of $69,000 in connection with
the purchase and retirement of 25,500 shares of restricted common stock (Note
8).

12. COMMITMENTS AND CONTINGENCY

LEASE COMMITMENTS

The Company leases manufacturing and office facilities and certain equipment
under operating and capital leases (Notes 4 and 5) that expire through 2003.
Rent expense under operating leases for fiscal 1994, 1995 and 1996 was
$460,000, $725,000 and $976,000, respectively. Future minimum lease payments
under operating and capital leases with initial or remaining noncancelable
terms of one or more years are as follows as of September 30, 1996 (in
thousands):

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- -------
<S> <C> <C>
FISCAL
------
1997....................................................... $1,401 $403
1998....................................................... 1,307 368
1999....................................................... 1,175 46
2000....................................................... 1,140 --
2001....................................................... 1,094 --
Thereafter................................................. 485 --
------ ----
Total minimum lease payments............................... $6,602 817
======
Less--Amount representing interest......................... 62
----
Net present value of minimum lease payments................ $755
====
</TABLE>

CONTINGENCY

There has been substantial litigation regarding patent and other
intellectual property rights in the semiconductor and related industries. The
Company has received notice from a third-party alleging infringements of such
party's patent rights by certain of the Company's products. The Company's
patent counsel is investigating the claim and the Company believes the patents
claimed may be invalid. In the event of litigation with respect to this claim,
the Company is prepared to vigorously defend its position. However, because
patent litigation can be extremely expensive and time consuming, the Company
may seek to obtain a license to one or more of the disputed patents. Based
upon currently available information, the Company would only do so if such
license fees would not be material to the Company's consolidated financial
statements. Currently, the Company does not believe that it is probable that
future events related to this threatened matter will have a material adverse
effect on the Company's business. The Company is currently unable to
reasonably estimate any possible loss related to this matter.

F-16
<PAGE>

BROOKS AUTOMATION THIRD GENERATION
FLAT PANEL DISPLAY SUBSTRATE HANDLING SYSTEMS AND
INTEGRATED CONTROL SOFTWARE

ClusterLink 3
Control Software for
the Hercules 7500 ARTWORK
depicts each of the captioned products.

Hercules 7500
Vacuum VCE 40
Cluster Vacuum Cassette
Elevator

Platform for
600mm x 720mm
Flat Panel
Displays
MagnaTran 60
Direct Magnetic Drive
Vacuum Transfer Robot

TCM 20
Vacuum Thermal
Conditioning Degas
Module

Flat Panel Display Systems and Modules
<PAGE>

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- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

-----------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 5
Price Range of Common Stock.............................................. 11
Dividend Policy.......................................................... 11
Use of Proceeds.......................................................... 12
Capitalization........................................................... 12
Selected Consolidated Financial Data..................................... 13
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 14
Business................................................................. 22
Management............................................................... 35
Principal and Selling Stockholders....................................... 38
Description of Securities................................................ 40
Underwriting............................................................. 43
Legal Matters............................................................ 44
Experts.................................................................. 44
Available Information.................................................... 45
Incorporation of Certain Information by Reference........................ 45
Index to Consolidated Financial Statements............................... F-1
</TABLE>

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2,321,000 SHARES
LOGO
COMMON STOCK

-----------------

PROSPECTUS

-----------------

MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
NEEDHAM & COMPANY, INC.
COWEN & COMPANY

SEPTEMBER 18, 1997

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