<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
-----------------------------------------
(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC. 1992 COMBINATION STOCK OPTION PLAN
BROOKS AUTOMATION, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------------------------
(Full Title of the Plans)
ROBERT J. THERRIEN, PRESIDENT
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
---------------------
(Name and Address of Agent For Service)
(978) 262-2400
--------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Offer- Registra-
Registered Registered Per Share(1) ing Price(1) tion fee
- ---------------- ------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C>
Common Stock, 500,000(2) $12.75 $6,375,000 $1,772.25
$.01 par value
</TABLE>
===============================================================================
This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a Registration Statement filed
on this Form relating to an employee benefit plan is effective. Pursuant to
General Instruction E of Form S-8, the contents of the Registrant's Registration
Statements on Form S-8 (Registration No. 333-07313) and Form S-8 (Registration
No. 333-07315) are hereby incorporated herein by reference.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on
October 27, 1998.
(2) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
EXHIBIT INDEX AT PAGE II-3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
(5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(23.1) Consent of PricewaterhouseCoopers LLP.
(23.2) Consent of Brown, Rudnick, Freed & Gesmer (included in its legal
opinion filed as Exhibit 5.1 hereof).
(24.1) Power of Attorney (included on Signature Page).
(99.2) Registrant's 1992 Combination Stock Option Plan, as amended -
Filed as Exhibit 99.2 to Registrant's Registration Statement
No. 333-07313 on Form S-8.*
(99.3) Registrant's 1995 Employee Stock Purchase Plan, as amended -
Filed as Exhibit 99.3 to Registrant's Registration Statement
No. 333-07315 on Form S-8.*
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Chelmsford, Commonwealth of Massachusetts, on the
16th day of October, 1998.
BROOKS AUTOMATION, INC.
By: /s/ Robert J. Therrien
---------------------------------
Robert J. Therrien
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Deborah D. Fox and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. Therrien
- ----------------------- Director and Principal October 16, 1998
Robert J. Therrien Executive Officer
/s/ Deborah D. Fox
- ----------------------- Principal Financial and October 16, 1998
Deborah D. Fox Accounting Officer
/s/ Roger D. Emerick
- ----------------------- Director October 27, 1998
Roger D. Emerick
- ----------------------- Director October __, 1998
Amin D. Khoury
II-2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
- --------- -----------
(5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(23.1) Consent of PricewaterhouseCoopers LLP.
(23.2) Consent of Brown, Rudnick, Freed & Gesmer
(included in its legal opinion filed as
Exhibit 5.1 hereof).
(99.2) Registrant's 1992 Combination Stock Option Plan,
as amended - Filed as Exhibit 99.2 to Registrant's
Registration Statement No. 333-07313 on Form S-8.*
(99.3) Registrant's 1995 Employee Stock Purchase Plan,
as amended - Filed as Exhibit 99.3 to Registrant's
Registration Statement No. 333-07315 on Form S-8.*
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
<PAGE>
Exhibit 5.1
October 30, 1998
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: Brooks Automation, Inc. Registration Statement on Form S-8
----------------------------------------------------------
Ladies and Gentlemen:
We are general counsel to Brooks Automation, Inc., a Delaware corporation
(the "Company"). We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 500,000 shares of the
Company's Common Stock, $.01 par value (the "Shares").
The Shares are issuable upon exercise of options granted or to be granted
pursuant to the Company's: (1) 1992 Combination Stock Option Plan, as amended
(the "1992 Plan"); and (2) 1995 Employee Stock Purchase Plan (the "1995 Plan").
In connection with this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. A copy of the Certificate of Incorporation of the Company as in
effect on the date hereof;
2. A copy of the By-Laws of the Company as in effect on the date
hereof;
3. The corporate minute books or other records of the Company relating
to the proceedings of stockholders and directors of the Company;
4. The 1992 Plan;
5. The 1995 Plan; and
6. The Registration Statement.
For purposes of this opinion, we have assumed without any investigation: (1)
the legal capacity of each natural person; (2) the genuineness of each
signature; (3) the completeness of each document submitted to us as an original
and the conformity with the original of each document submitted to us as a copy;
and (4) the completeness, accuracy and proper indexing of all governmental
records.
<PAGE>
Brooks Automation, Inc.
October 30, 1998
Page 2
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgments, rules or other regulations or
decrees by which the Company or any of its property may be bound. Nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of the Commonwealth of
Massachusetts, the General Corporation Law of the State of Delaware and to
federal law.
Our opinion hereafter expressed is based solely upon: (1) our review
of the Documents; (2) discussions with certain officers of the Company with
respect to the Documents; (3) discussions with those of our attorneys who have
devoted substantive attention to the matters contained herein; and (4) such
review of published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the 1992 Plan and the 1995 Plan, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed & Gesmer, P.C. a partner
By: /s/ Philip J. Flink
---------------------------------
Philip J. Flink, a Member
hereunto duly authorized
PJF/LML/SPW/TDL
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 12, 1997, which appears on
page 42 of the 1997 Annual Report to Shareholders of Brooks Automation, Inc.,
which is incorporated by reference in Brooks Automation, Inc.'s Annual Report on
Form 10-K for the year ended September 30, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 13 of such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 30, 1998
