Edgar Filing: BROOKS AUTOMATION INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2001
REGISTRATION NO. 333-70122

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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PRE-EFFECTIVE
AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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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, MASSACHUSETTS 01824 - (978) 262-2400
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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ROBERT J. THERRIEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE,
CHELMSFORD, MASSACHUSETTS 01824
(978) 262-2400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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COPIES TO:

LAWRENCE M. LEVY, ESQUIRE
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER
BOSTON, MA 02111

(617) 856-8200

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
PROHIBITED.

Subject to Completion,
Dated December 19, 2001

BROOKS AUTOMATION, INC.

COMMON STOCK

715,004 SHARES

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The selling stockholders are selling all of the shares of common stock
offered by this prospectus. We will not receive any of the proceeds from the
sale of these shares.

The selling stockholders may offer the common stock through public or
private transactions, at prevailing market prices, or at privately negotiated
prices.

Our common stock is quoted on the Nasdaq National Market under the symbol
"BRKS". On December 18, 2001, the last reported sale price of the common stock
on the Nasdaq National Market was $42.10 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This prospectus is dated ________ __, 2001.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.................................................3

RISK FACTORS.......................................................4

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS........14

USE OF PROCEEDS...................................................15

SELLING STOCKHOLDERS..............................................15

PLAN OF DISTRIBUTION..............................................16

LEGAL MATTERS.....................................................17

EXPERTS...........................................................17

WHERE YOU CAN FIND MORE INFORMATION...............................18

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

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PROSPECTUS SUMMARY

This summary provides an overview of selected information and may not
contain all of the information that is important to you. You should read the
entire prospectus carefully, including the financial data, related notes and the
information we have incorporated by reference before making an investment
decision.

ABOUT BROOKS

We are a leading supplier of integrated factory automation solutions for
the global semiconductor manufacturing and related industries. We have
distinguished ourselves as a technology and market leader, particularly in the
demanding cluster-tool vacuum-processing environment and in integrated factory
automation software applications. Our automation solutions are designed to
optimize equipment and factory productivity. These solutions include tool
automation modules, complete semiconductor wafer handling systems, factory
interface solutions and automation software and integration services.

We are a Delaware corporation. Our principal offices are located at 15
Elizabeth Drive, Chelmsford, Massachusetts 01824 and our telephone number is
(978) 262-2400. Our corporate website is www.brooks.com. The information on our
website is not incorporated by reference in this prospectus.

THE OFFERING

The selling stockholders may offer and sell up to 715,004 shares of our
common stock under this prospectus. The selling stockholders, the former
stockholders of Progressive Technologies Inc., obtained shares offered by this
prospectus in connection with our acquisition of Progressive Technologies Inc.
on July 12, 2001.

RISK FACTORS

This offering involves a high degree of risk. You should carefully
consider the risks described below and the other information in this prospectus
before deciding to invest in shares of our common stock. While these are the
risks and uncertainties we believe are most important for you to consider, you
should know that they are not the only risks or uncertainties facing us or
which may adversely affect our business. If any of the following risks or
uncertainties actually occurs, our business, financial condition and operating
results would likely suffer. In that event, the market price of our common
stock could decline and you could lose all or part of the money you paid to buy
our common stock.

This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.

RISK FACTORS RELATING TO BROOKS' INDUSTRY

THE CYCLICAL DEMAND OF SEMICONDUCTOR MANUFACTURERS AFFECTS BROOKS' OPERATING
RESULTS AND THE ONGOING DOWNTURN IN THE INDUSTRY COULD SERIOUSLY HARM BROOKS'
OPERATING RESULTS.

Brooks' business is significantly dependent on capital expenditures by
semiconductor manufacturers. The level of semiconductor manufacturers' capital
expenditures is dependent on the current and anticipated market demand for
semiconductors. The semiconductor industry is highly cyclical and is currently
experiencing a downturn. Brooks anticipates the downturn will continue during
the next few quarters. Despite these industry conditions, Brooks plans to
continue to invest in those areas which Brooks believes are important to its
long-term growth, such as its infrastructure and information technology systems,
customer support, supply chain management and new products. As a result,
consistent with its experience in downturns in the past, Brooks believes the
current industry downturn will lead to reduced revenues for it and may cause it
to incur losses.

INDUSTRY CONSOLIDATION AND OUTSOURCING OF THE MANUFACTURE OF SEMICONDUCTORS TO
FOUNDRIES COULD REDUCE THE NUMBER OF AVAILABLE CUSTOMERS.

The substantial expense of building or expanding a semiconductor
fabrication facility is leading increasing numbers of semiconductor companies to
contract with foundries, which manufacture semiconductors designed by others. As
manufacturing is shifted to foundries, the number of Brooks' potential customers
could decrease, which would increase its dependence on its remaining customers.
Recently, consolidation within the semiconductor manufacturing industry has
increased. If semiconductor manufacturing is consolidated into a small number of
foundries and other large companies, Brooks' failure to win any significant bid
to supply equipment to those customers could seriously harm its reputation and
materially and adversely affect its revenue and operating results.

BROOKS' FUTURE OPERATIONS COULD BE HARMED IF THE COMMERCIAL ADOPTION OF 300MM
WAFER TECHNOLOGY CONTINUES TO PROGRESS SLOWLY OR IS HALTED.

Brooks' future operations depend in part on the adoption of new systems and
technologies to automate the processing of 300mm wafers. However, the industry
transition from the current, widely used 200mm manufacturing technology to 300mm
manufacturing technology is occurring more slowly than expected. A significant
delay in the adoption of 300mm manufacturing technology, or the failure of the
industry to adopt 300mm manufacturing technology, could significantly impair
Brooks' operations. Moreover, continued delay in transition to 300mm technology
could permit Brooks' competitors to introduce competing or superior 300mm
products at more competitive prices. As a result of these factors, competition
for 300mm orders could become vigorous and could harm Brooks' results of
operations.

RISK FACTORS RELATING TO BROOKS' OPERATIONS

BROOKS' SALES VOLUME SUBSTANTIALLY DEPENDS ON THE SALES VOLUME OF BROOKS'
ORIGINAL EQUIPMENT MANUFACTURER CUSTOMERS AND ON INVESTMENT IN MAJOR CAPITAL
EXPANSION PROGRAMS BY END-USER SEMICONDUCTOR MANUFACTURING COMPANIES.

Brooks sells a majority of its tool automation products to original
equipment manufacturers that incorporate Brooks' products into their equipment.
Therefore, Brooks' revenues depend on the ability of these customers to develop,
market and sell their equipment in a timely, cost-effective manner.

Brooks also generates significant revenues from large orders from
semiconductor manufacturing companies that build new plants or invest in major
automation retrofits. Brooks' revenues depend, in part, on continued capital
investment by semiconductor manufacturing companies.

DEMAND FOR BROOKS' PRODUCTS FLUCTUATES RAPIDLY AND UNPREDICTABLY, WHICH MAKES IT
DIFFICULT TO MANAGE ITS BUSINESS EFFICIENTLY AND CAN REDUCE ITS GROSS MARGINS
AND PROFITABILITY.

Brooks' expense levels are based in part on its expectations for future
demand. Many expenses, particularly those relating to capital equipment and
manufacturing overhead, are relatively fixed. The rapid and unpredictable shifts
in demand for Brooks' products make it difficult to plan manufacturing capacity
and business operations efficiently. If demand is significantly below
expectations, Brooks may be unable to rapidly reduce these fixed costs, which
can diminish gross margins and cause losses. A sudden downturn may also leave
Brooks with excess inventory, which may be rendered obsolete as products evolve
during the downturn and demand shifts to newer products. Brooks' ability to
reduce expenses is further constrained because it must continue to invest in
research and development to maintain its competitive position and to maintain
service and support for its existing global customer base. Conversely, in sudden
upturns, Brooks sometimes incurs significant expenses to rapidly expedite
delivery of components, procure scarce components and outsource additional
manufacturing processes. These expenses could reduce its gross margins and
overall profitability. Any of these results could seriously harm Brooks'
business.

BROOKS RELIES ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS FOR A LARGE PORTION OF
ITS REVENUES AND BUSINESS.

Brooks receives a significant portion of its revenues in each fiscal period
from a relatively limited number of customers. The loss of one or more of these
major customers, or a decrease in orders by one or more

customers, could adversely affect Brooks' revenue, business and reputation.
Sales to Brooks' ten largest customers accounted for approximately 37% of total
revenues in fiscal 2001 and 43% of total revenues in fiscal 2000.

DELAYS IN OR CANCELLATION OF SHIPMENTS OR CUSTOMER ACCEPTANCE OF A FEW OF
BROOKS' LARGE ORDERS COULD SUBSTANTIALLY DECREASE ITS REVENUES OR REDUCE ITS
STOCK PRICE.

Historically, a substantial portion of Brooks' quarterly and annual
revenues has come from sales of a small number of large orders. Some of Brooks'
products have high selling prices compared to Brooks' other products. As a
result, the timing of when Brooks recognizes revenue from one of these large
orders can have a significant impact on its total revenues and operating results
for a particular period because its sales in that fiscal period could fall
significantly below the expectations of financial analysts and investors. This
could cause the value of its common stock to fall. Brooks' operating results
could be harmed if a small number of large orders are canceled or rescheduled by
customers or cannot be filled due to delays in manufacturing, testing, shipping
or product acceptance.

BROOKS DOES NOT HAVE LONG-TERM CONTRACTS WITH ITS CUSTOMERS AND BROOKS'
CUSTOMERS MAY CEASE PURCHASING BROOKS' PRODUCTS AT ANY TIME.

Brooks generally does not have long-term contracts with its customers. As a
result, Brooks' agreements with its customers do not provide any assurance of
future sales. Accordingly:

- Brooks' customers can cease purchasing its products at any time without
penalty;

- Brooks' customers are free to purchase products from Brooks' competitors;

- Brooks is exposed to competitive price pressure on each order; and

- Brooks' customers are not required to make minimum purchases.

BROOKS' SYSTEMS INTEGRATION SERVICES BUSINESS HAS GROWN SIGNIFICANTLY RECENTLY,
AND POOR EXECUTION OF THOSE SERVICES COULD ADVERSELY IMPACT BROOKS' OPERATING
RESULTS.

The number of projects Brooks is pursuing for its systems integration
services business has grown significantly recently. This business consists of
integrating combinations of Brooks software and hardware products to provide
more comprehensive solutions for Brooks' end-user customers. The delivery of
these services typically is complex, requiring that Brooks coordinate personnel
with varying technical backgrounds in performing substantial amounts of services
in accordance with timetables. Brooks is in the early stages of developing this
business and it is subject to the risks attendant to entering a business in
which it has limited direct experience. In addition, Brooks' ability to supply
these services and increase its revenues is limited by its ability to retain,
hire and train systems integration personnel. Brooks believes that there is
significant competition for personnel with the advanced skills and technical
knowledge that it needs. Some of Brooks' competitors may have greater resources
to hire personnel with those skills and knowledge. Brooks' operating margins
could be adversely impacted if it does not effectively hire and train additional
personnel or deliver systems integration services to its customers on a
satisfactory and timely basis consistent with its budgets.

BROOKS' LENGTHY SALES CYCLE REQUIRES IT TO INCUR SIGNIFICANT EXPENSES WITH NO
ASSURANCE THAT BROOKS WILL GENERATE REVENUE.

Brooks' tool automation products are generally incorporated into original
equipment manufacturer equipment at the design stage. To obtain new business
from its original equipment manufacturer customers, Brooks must develop products
for selection by a potential customer at the design stage. This often requires
Brooks to make significant expenditures without any assurance of success. The
original equipment manufacturer's design decisions often precede the generation
of volume sales, if any, by a year or more. Brooks cannot guarantee that the
equipment manufactured by its original equipment manufacturing customers will be
commercially successful. If Brooks or its original equipment manufacturing
customers fails to develop and introduce new products successfully and in a
timely manner, Brooks' business and financial results will suffer.

Brooks also must complete successfully a costly evaluation and proposal
process before Brooks can achieve volume sales of Brooks factory automation
software and systems to customers. These undertakings are major decisions for
most prospective customers and typically involve significant capital commitments
and lengthy evaluation and approval processes. Brooks cannot guarantee that it
will continue to satisfy evaluations by its end-user customers.

BROOKS' OPERATING RESULTS WOULD BE HARMED IF ONE OF ITS KEY SUPPLIERS FAILS TO
DELIVER COMPONENTS FOR BROOKS' PRODUCTS.

Brooks currently obtains many of its components on an as needed, purchase
order basis. Generally, Brooks does not have any long-term supply contracts with
its vendors and believes many of its vendors have

been taking cost containment measures in response to the industry downturn. When
demand for semiconductor manufacturing equipment increases, Brooks' suppliers
face significant challenges in delivering components on a timely basis. Brooks'
inability to obtain components in required quantities or of acceptable quality
could result in significant delays or reductions in product shipments. This
could create customer dissatisfaction, cause lost revenue and otherwise
materially and adversely affect Brooks' operating results. Delays on Brooks'
part could also cause it to incur contractual penalties for late delivery.

BROOKS MAY EXPERIENCE DELAYS AND TECHNICAL DIFFICULTIES IN NEW PRODUCT
INTRODUCTIONS AND MANUFACTURING, WHICH CAN ADVERSELY AFFECT ITS REVENUES, GROSS
MARGINS AND NET INCOME.

Because Brooks' systems are complex, there can be a significant lag between
the time Brooks introduces a system and the time it begins to produce that
system in volume. As technology in the semiconductor industry becomes more
sophisticated, Brooks is finding it increasingly difficult to design and
integrate complex technologies into its systems, to procure adequate supplies of
specialized components, to train its technical and manufacturing personnel and
to make timely transitions to high-volume manufacturing. Many customers also
require customized systems, which compound these difficulties. Brooks sometimes
incurs substantial unanticipated costs to ensure that its new products function
properly and reliably early in their life cycle. These costs could include
greater than expected installation and support costs or increased materials
costs as a result of expedited changes. Brooks may not be able to pass these
costs on to its customers. In addition, Brooks has experienced, and may continue
to experience, difficulties in both low and high volume manufacturing. Any of
these results could seriously harm Brooks' business.

Moreover, on occasion Brooks has failed to meet its customers' delivery or
performance criteria, and as a result Brooks has deferred revenue recognition
and incurred late delivery penalties and had higher warranty and service costs.
These failures could continue and could also cause Brooks to lose business from
those customers and suffer long-term damage to its reputation.

BROOKS MAY BE UNABLE TO RECRUIT AND RETAIN NECESSARY PERSONNEL BECAUSE OF
INTENSE COMPETITION FOR HIGHLY SKILLED PERSONNEL.

Brooks needs to retain a substantial number of employees with technical
backgrounds for both its hardware and software engineering, manufacturing, sales
and support staffs. The market for these employees is intensively competitive,
and Brooks has occasionally experienced delays in hiring qualified personnel.
Due to the cyclical nature of the demand for its products and the current
downturn in the semiconductor market, Brooks recently reduced its workforce as a
cost reduction measure. If the semiconductor market experiences an upturn,
Brooks may need to rebuild its workforce. Due to the competitive nature of the
labor markets in which Brooks operates, this type of employment cycle increases
Brooks' risk of being unable to retain and recruit key personnel. Brooks'
inability to recruit, retain and train adequate numbers of qualified personnel
on a timely basis could adversely affect its ability to develop, manufacture,
install and support its products and may result in lost revenue and market share
if customers seek alternative solutions.

BROOKS' INTERNATIONAL BUSINESS OPERATIONS EXPOSE IT TO A NUMBER OF DIFFICULTIES
IN COORDINATING ITS ACTIVITIES ABROAD AND IN DEALING WITH MULTIPLE REGULATORY
ENVIRONMENTS.

Sales to customers outside North America accounted for approximately 50% of
Brooks' total revenues in fiscal 2001, 48% in fiscal 2000 and 43% in fiscal
1999. Brooks anticipates that international sales will continue to account for a
significant portion of its revenues. Many of Brooks' vendors are located in
foreign countries. As a result of its international business operations, Brooks
is subject to various risks, including:

- difficulties in staffing and managing operations in multiple locations in
many countries;

- difficulties in managing distributors, representatives and third party
systems integrators;

- challenges presented by collecting trade accounts receivable in foreign
jurisdictions;

- longer sales-cycles;

- possible adverse tax consequences;

- fewer legal protections for intellectual property;

- governmental currency controls and restrictions on repatriation of
earnings;

- changes in various regulatory requirements;

- political and economic changes and disruptions; and

- export/import controls and tariff regulations.

To support its international customers, Brooks maintains locations in
several countries, including Belgium, Canada, China, Germany, Japan, Malaysia,
Singapore, South Korea, Switzerland, Taiwan and the United Kingdom. Brooks
cannot guarantee that it will be able to manage these operations effectively.
Brooks cannot assure you that its investment in these international operations
will enable it to compete successfully in international markets or to meet the
service and support needs of its customers, some of whom are located in
countries where Brooks has no infrastructure.

Although Brooks' international sales are primarily denominated in U.S.
dollars, changes in currency exchange rates can make it more difficult for
Brooks to compete with foreign manufacturers on price. If Brooks' international
sales increase relative to its total revenues, these factors could have a more
pronounced effect on Brooks' operating results.

BROOKS MUST CONTINUALLY IMPROVE ITS TECHNOLOGY TO REMAIN COMPETITIVE.

Technology changes rapidly in the semiconductor, data storage and flat
panel display manufacturing industries. Brooks believes its success depends in
part upon its ability to enhance its existing products and to develop and market
new products to meet customer needs, even in industry downturns. For example, as
the semiconductor industry transitions from 200mm manufacturing technology to
300mm technology, Brooks believes it is important to its future success to
develop and sell new products that are compatible with 300mm technology. If
competitors introduce new technologies or new products, Brooks' sales could
decline and its existing products could lose market acceptance. Brooks cannot
guarantee that it will identify and adjust to changing market conditions or
succeed in introducing commercially rewarding products or product enhancements.
The success of Brooks' product development and introduction depends on a number
of factors, including:

- accurately identifying and defining new market opportunities and
products;

- completing and introducing new product designs in a timely manner;

- market acceptance of Brooks' products and its customers' products;

- timely and efficient software development, testing and process;

- timely and efficient implementation of manufacturing and assembly
processes;

- product performance in the field;

- development of a comprehensive, integrated product strategy; and

- efficient implementation and installation and technical support services.

Because Brooks must commit resources to product development well in advance
of sales, its product development decisions must anticipate technological
advances by leading semiconductor manufacturers. Brooks may not succeed in that
effort. Its inability to select, develop, manufacture and market new products or
enhance its existing products could cause it to lose its competitive position
and could seriously harm its business.

BROOKS FACES SIGNIFICANT COMPETITION WHICH COULD RESULT IN DECREASED DEMAND FOR
BROOKS' PRODUCTS OR SERVICES.

The markets for Brooks' products are intensely competitive. Brooks may be
unable to compete successfully.

Brooks believes the primary competitive factors in the tool automation
systems segment are throughput, reliability, contamination control, accuracy and
price/performance. Brooks believes that its primary competition in the tool
automation market is from integrated original equipment manufacturers that
satisfy their semiconductor and flat panel display handling needs internally
rather than by purchasing systems or modules from an independent supplier like
Brooks. Many of these original equipment manufacturers have substantially
greater resources than Brooks does. Applied Materials, Inc., the leading process
equipment original equipment manufacturer, develops and manufactures its own
central wafer handling systems and modules. Brooks may not be successful in
selling its products to original equipment manufacturers that internally satisfy
their wafer or substrate handling needs, regardless of the performance or the
price of Brooks products. Moreover, integrated original equipment manufacturers
may begin to commercialize their handling capabilities and become Brooks
competitors.

Brooks believes that the primary competitive factors in the factory
interface market are technical and technological capabilities, reliability,
price/performance, ease of integration and global sales and support capability.
In this market, Brooks competes directly with Asyst, Rorze, Fortrend, Newport,
TDK, Yasakawa and Hirata. Some of these competitors have substantial financial
resources and extensive engineering, manufacturing and marketing capabilities.

Brooks believes that the primary competitive factors in the end-user
semiconductor manufacturer market for factory automation and process control
solutions are product functionality, price/performance, ease of use, ease of
integration and installation, hardware and software platform compatibility,
costs to support and maintain, vendor reputation and financial stability. The
relative importance of these competitive factors may change over time. Brooks
directly competes in this market with various competitors, including Applied
Materials-Consilium, IBM, Si-view, Compaq, TRW, Camstar and numerous small,
independent software companies. Brooks also competes with the in-house software
staffs of semiconductor manufacturers like NEC, Texas Instruments and Intel.
Most of those manufacturers have substantially greater resources than Brooks
does.

BROOKS' RECENT RAPID GROWTH IS STRAINING ITS OPERATIONS AND REQUIRING IT TO
INCUR COSTS TO UPGRADE ITS INFRASTRUCTURE.

During fiscal 2000 and 2001, Brooks experienced extremely rapid growth in
its operations, its product offerings and the geographic area of its operations.
The proposed merger with PRI will continue this trend. Brooks' growth has placed
a significant strain on its management, operations and financial systems.
Brooks' future operating results will depend in part on its ability to continue
to implement and improve its operating and financial controls and management
information systems. If Brooks fails to manage its growth effectively, its
financial condition, results of operations and business could be harmed.

MUCH OF BROOKS' SUCCESS AND VALUE LIES IN ITS OWNERSHIP AND USE OF INTELLECTUAL
PROPERTY, AND BROOKS' FAILURE TO PROTECT THAT PROPERTY COULD ADVERSELY AFFECT
ITS FUTURE OPERATIONS.

Brooks' ability to compete is heavily affected by its ability to protect
its intellectual property. Brooks relies primarily on trade secret laws,
confidentiality procedures, patents, copyrights, trademarks and licensing
arrangements to protect its intellectual property. The steps Brooks has taken to
protect its technology may be inadequate. Existing trade secret, trademark and
copyright laws offer only limited protection. Brooks' patents could be
invalidated or circumvented. The laws of certain foreign countries in which
Brooks products are or may be developed, manufactured or sold may not fully
protect Brooks' products. This may make the possibility of piracy of Brooks'
technology and products more likely. Brooks cannot guarantee that the steps
Brooks has taken to protect its intellectual property will be adequate to
prevent misappropriation of its technology. Other companies could independently
develop similar or superior technology without violating Brooks' proprietary
rights. There has been substantial litigation regarding patent and other
intellectual property rights in semiconductor-related industries. Brooks may
engage in litigation to:

- enforce its patents;

- protect its trade secrets or know-how;

- defend itself against claims alleging it infringes the rights of others;
or

- determine the scope and validity of the patents or intellectual property
rights of others.

Any litigation could result in substantial cost to Brooks and divert the
attention of Brooks' management, which could harm its operating results and its
future operations.

BROOKS' OPERATIONS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

Particular aspects of Brooks' technology could be found to infringe on the
intellectual property rights or patents of others. Other companies may hold or
obtain patents on inventions or may otherwise claim proprietary rights to
technology necessary to Brooks' business. Brooks cannot predict the extent to
which it may be required to seek licenses or alter its products so that they no
longer infringe the rights of others. Brooks cannot guarantee that the terms of
any licenses it may be required to seek will be reasonable. Similarly, changing
Brooks' products or processes to avoid infringing the rights of others may be
costly or impractical or could detract from the value of its products. A party
making a claim of infringement could secure a judgment against Brooks that
requires it to pay substantial damages. A judgment could also include an
injunction or other court order that could prevent Brooks from selling its
products. Any claim of infringement by a third party also could cause Brooks to
incur substantial costs defending against the claim, even if the claim is
invalid, and could distract the attention of Brook's management. Any of these
events could seriously harm Brooks' business.

BROOKS' BUSINESS MAY BE HARMED BY INFRINGEMENT CLAIMS OF GENERAL SIGNAL OR
APPLIED MATERIALS.

Brooks received notice from General Signal Corporation alleging certain of
Brooks' products infringed its patent rights. The notification advised Brooks
that General Signal was attempting to enforce its rights to those patents in
litigation against Applied Materials, and that, at the conclusion of that
litigation, General Signal intended to enforce its rights against Brooks and
others. According to a press release issued by Applied Materials in November
1997, Applied Materials settled its litigation with General Signal by acquiring
ownership of five General Signal patents. Although not verified by Brooks, these
five patents would appear to be the patents referred to by General Signal in its
prior notice to Brooks. Applied Materials has not contacted Brooks regarding
these patents.

BROOKS' BUSINESS MAY BE HARMED BY INFRINGEMENT CLAIMS OF ASYST TECHNOLOGIES,
INC.

Brooks acquired certain assets, including a transport system known as
IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst
Technologies, Inc. had previously filed suit against Jenoptik AG and other
defendants, claiming that products of the defendants, including IridNet,
infringe Asyst's patents. This ongoing litigation may ultimately affect certain
products sold by Brooks. Brooks has received notice that Asyst may amend its
complaint to name Brooks as an additional defendant. Based on Brooks'
investigation of Asyst's allegations, Brooks does not believe it is infringing
any claims of Asyst's patents. Brooks intends to continue to support Jenoptik to
argue vigorously, among other things, the position

that the IridNet system does not infringe the Asyst patents. If Asyst prevails
in prosecuting its case, Asyst may seek to prohibit Brooks from developing,
marketing and using the IridNet product without a license. Because patent
litigation can be extremely expensive, time-consuming, and its outcome
uncertain, Brooks may seek to obtain licenses to the disputed patents. Brooks
cannot guarantee that licenses will be available to it on reasonable terms, if
at all. If a license from Asyst is not available, Brooks could be forced to
incur substantial costs to reengineer the IridNet system, which could diminish
its value. In any case, Brooks may face litigation with Asyst. Such litigation
could be costly and would divert Brooks management's attention and resources. In
addition, if Brooks does not prevail in such litigation, Brooks could be forced
to pay significant damages or amounts in settlement. Jenoptik has indemnified
Brooks for losses Brooks may incur in this action.

BROOKS' SOFTWARE PRODUCTS MAY CONTAIN ERRORS OR DEFECTS THAT COULD RESULT IN
LOST REVENUE, DELAYED OR LIMITED MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS
WITH SUBSTANTIAL LITIGATION COSTS.

Complex software products like Brooks' can contain errors or defects,
particularly when Brooks first introduces new products or when it releases new
versions or enhancements. Any defects or errors could result in lost revenue or
a delay in market acceptance, which would seriously harm Brooks' business and
operating results. Brooks has occasionally discovered software errors in its new
software products and new releases after their introduction, and Brooks expects
that this will continue. Despite internal testing and testing by current and
potential customers, Brooks' current and future products may contain serious
defects.

Because many of Brooks' customers use their products for business-critical
applications, any errors, defects or other performance problems could result in
financial or other damage to Brooks' customers and could significantly impair
their operations. Brooks' customers could seek to recover damages from Brooks
for losses related to any of these issues. A product liability claim brought
against Brooks, even if not successful, would likely be time-consuming and
costly to defend and could adversely affect Brooks' marketing efforts.

THE IMPACT OF TERRORIST THREATS ON THE GENERAL ECONOMY COULD DECREASE BROOKS'
REVENUES.

On September 11, 2001, the United States was subject to terrorist attacks
at the World Trade Center buildings in New York City and the Pentagon in
Washington, D.C. The potential near- and long-term impact these attacks may have
in regards to Brooks' suppliers and customers, markets for their products and
the U.S. economy are uncertain. There may be other potential adverse effects on
Brooks' operating results due to this significant event that Brooks cannot
foresee.

RISK FACTORS RELATING TO BROOKS' ACQUISITIONS

BROOKS HAS ANNOUNCED A MERGER WITH PRI AUTOMATION, INC., AND UNCERTAINTY
REGARDING THE MERGER MAY DISRUPT BROOKS' OPERATIONS AND ADVERSELY AFFECT ITS
BUSINESS.

On October 24, 2001, Brooks announced its proposed merger with PRI
Automation, Inc. Brooks cannot guarantee that the merger will occur. The merger
will happen only if stated conditions are met, including approval of the
issuance of shares in the merger by Brooks' stockholders, approval of the merger
by PRI's stockholders, clearance of the merger under United States and foreign
antitrust laws, and the absence of any material adverse change in the business
of Brooks or PRI. Many of the conditions are outside the control of Brooks and
PRI, and both parties also have stated rights to terminate the merger agreement.
Accordingly, there may be uncertainty regarding the completion of the merger.
This uncertainty may cause customers, suppliers and channel partners to delay or
defer decisions concerning Brooks, which could negatively affect its business.
Customers, suppliers and channel partners may also seek to change existing
agreements with Brooks as a result of the merger. Any delay or deferral of those
decisions or changes in existing agreements could have a material adverse effect
on Brooks' business, regardless of whether the merger is ultimately completed.
Many costs related to the merger, such as legal, accounting, financial advisor
and financial printing fees, must be paid by Brooks regardless of whether the
merger is completed. If the merger is not completed for any reason, Brooks may
be subject to a number of risks, including a decline in the market price of
Brooks common stock, to the extent that the relevant current market price
reflects a market assumption that the merger will be completed, and substantial
disruption to Brooks' business and distraction of its workforce and management
team. In addition, employees who are uncertain about their future with the
combined company or who do not wish to work for the combined company may seek
employment elsewhere, which could impair Brooks' ability to operate its
business.

BROOKS' BUSINESS COULD BE HARMED IF BROOKS FAILS TO ADEQUATELY INTEGRATE THE
OPERATIONS OF THE BUSINESSES IT HAS ACQUIRED.

Brooks has completed a number of acquisitions in a short period of time.
Brooks' management must devote substantial time and resources to the integration
of the operations of its acquired businesses with its core business and its
other acquired businesses. If Brooks fails to accomplish this integration
efficiently, Brooks may not realize the anticipated benefits of its
acquisitions. The process of integrating supply and distribution channels,
research and development initiatives, computer and accounting systems and other
aspects of the operation of its acquired businesses, presents a significant
challenge to Brooks' management. This is compounded by the challenge of
simultaneously managing a larger entity. These businesses have operations and
personnel located in Asia, Europe and the United States and present a number of
additional difficulties of integration, including:

- assimilating products and designs into integrated solutions;

- informing customers, suppliers and distributors of the effects of the
acquisitions and integrating them into Brooks' overall operations;

- integrating personnel with disparate business backgrounds and cultures;

- defining and executing a comprehensive product strategy;

- managing geographically remote units;

- managing the risks of entering markets or types of businesses in which
Brooks has limited or no direct experience; and

- minimizing the loss of key employees of the acquired businesses.

If Brooks delays the integration or fails to integrate an acquired business
or experiences other unforeseen difficulties, the integration process may
require a disproportionate amount of Brooks management's attention and financial
and other resources. Brooks' failure to adequately address these difficulties
could harm its business and financial results.

BROOKS' BUSINESS MAY BE HARMED BY ACQUISITIONS BROOKS COMPLETES IN THE FUTURE.

Brooks plans to continue to pursue additional acquisitions of related
businesses. Brooks' identification of suitable acquisition candidates involves
risks inherent in assessing the values, strengths, weaknesses, risks and
profitability of acquisition candidates, including the effects of the possible
acquisition on Brooks' business, diversion of Brooks management's attention and
risks associated with unanticipated problems or latent liabilities. If Brooks is
successful in pursuing future acquisitions, Brooks may be required to expend
significant funds, incur additional debt or issue additional securities, which
may negatively affect Brooks' results of operations and be dilutive to its
stockholders. If Brooks spends significant funds or incurs additional debt,
Brooks' ability to obtain financing for working capital or other purposes could
decline, and Brooks may be more vulnerable to economic downturns and competitive
pressures. Brooks cannot guarantee that it will be able to finance additional
acquisitions or that it will realize any anticipated benefits from acquisitions
that Brooks completes. Should Brooks successfully acquire another business, the
process of integrating acquired operations into Brooks' existing operations may
result in unforeseen operating difficulties and may require significant
financial resources that would otherwise be available for the ongoing
development or expansion of Brooks' existing business.

RISK FACTORS RELATING TO THE BROOKS COMMON STOCK

BROOKS' OPERATING RESULTS FLUCTUATE SIGNIFICANTLY, WHICH COULD NEGATIVELY IMPACT
ITS BUSINESS AND ITS STOCK PRICE.

Brooks' revenues, margins and other operating results can fluctuate
significantly from quarter to quarter depending upon a variety of factors,
including:

- the level of demand for semiconductors in general;

- cycles in the market for semiconductor manufacturing equipment and
automation software;

- the timing, rescheduling, cancellation and size of orders from Brooks'
customer base;

- Brooks' ability to manufacture, test and deliver products in a timely and
cost-effective manner;

- Brooks' success in winning competitions for orders;

- the timing of Brooks' new product announcements and releases and those of
its competitors;

- the mix of products it sells;

- the timing of any acquisitions and related costs;

- competitive pricing pressures; and

- the level of automation required in fab extensions, upgrades and new
facilities.

Brooks entered the factory automation software business in fiscal 1999.
A portion of Brooks' revenues from this business will depend on achieving
project milestones. As a result, Brooks' revenue from this business will be
subject to fluctuations depending upon a number of factors, including whether
Brooks can achieve project milestones on a timely basis, if at all, as well as
the timing and size of projects.

BROOKS' STOCK PRICE IS VOLATILE.

The market price of the Brooks common stock has fluctuated widely. For
example, between April 4, 2001 and April 30, 2001, the closing price of Brooks'
common stock rose from approximately $35.45 to $62.61 per share and between
August 28, 2001 and September 28, 2001, the price of the Brooks common stock
dropped from approximately $48.15 to $26.59 per share. Consequently, the current
market price of the Brooks common stock may not be indicative of future market
prices, and Brooks may be unable to sustain or increase the value of an
investment in its common stock. Factors affecting Brooks' stock price may
include:

- variations in operating results from quarter to quarter;

- changes in earnings estimates by analysts or Brooks' failure to meet
analysts' expectations;

- changes in the market price per share of Brooks' public company
customers;

- market conditions in the industry;

- general economic conditions;

- low trading volume of Brooks common stock; and

- the number of firms making a market in Brooks common stock.

In addition, the stock market has recently experienced extreme price and
volume fluctuations. These fluctuations have particularly affected the market
prices of the securities of high technology companies like Brooks. These market
fluctuations could adversely affect the market price of the Brooks common stock.

BECAUSE A LIMITED NUMBER OF STOCKHOLDERS, INCLUDING A MEMBER OF BROOKS'
MANAGEMENT TEAM, OWNS A SUBSTANTIAL NUMBER OF SHARES OF BROOKS COMMON STOCK AND
ARE PARTIES TO A VOTING AGREEMENT, THEIR DECISIONS MAY BE DETRIMENTAL TO YOUR
INTERESTS.

By virtue of their stock ownership and voting agreement, Robert J.
Therrien, Brooks' president and chief executive officer, and Jenoptik AG have
the power to significantly influence Brooks' affairs and are able to influence
the outcome of matters required to be submitted to stockholders for approval,
including the election of Brooks' directors, amendments to Brooks' certificate
of incorporation, mergers, sales of assets and other acquisitions or sales.
These stockholders may exercise their influence over Brooks in a manner
detrimental to your interests. As of December 7, 2001, Mr. Therrien and M+W
Zander Holding GmbH, a subsidiary of Jenoptik AG, beneficially owned
approximately 9.6% of the Brooks common stock.

Brooks has a stockholders agreement with Mr. Therrien, M+W Zander Holding
GmbH and Jenoptik AG under which M+W Zander Holding GmbH agreed to vote all of
its shares on all matters in accordance with the recommendation of a majority of
Brooks' board of directors.

PROVISIONS OF BROOKS' CERTIFICATE OF INCORPORATION, BYLAWS, CONTRACTS AND 4.75%
CONVERTIBLE SUBORDINATED NOTES DUE 2008 MAY DISCOURAGE TAKEOVER OFFERS AND MAY
LIMIT THE PRICE INVESTORS WOULD BE WILLING TO PAY FOR BROOKS' COMMON STOCK.

Brooks' certificate of incorporation and bylaws contain provisions that may
make an acquisition of Brooks more difficult and discourage changes in Brooks'
management. These provisions could limit the price that investors might be
willing to pay for shares of Brooks' common stock. In addition, Brooks has
adopted a shareholder rights plan. In many potential takeover situations, rights
issued under the plan become exercisable to purchase Brooks common stock at a
price substantially discounted from the then applicable market price of Brooks
common stock. Because of its possible dilutive effect to a potential acquirer,
the rights plan would generally discourage third parties from proposing a merger
with or initiating a tender offer for Brooks that is not approved by Brooks'
board of directors. Accordingly, the rights plan could have an adverse impact on
Brooks' stockholders who might want to vote in favor of a merger or participate
in a tender offer. In addition, Brooks may issue shares of preferred stock upon
terms the board of directors deems appropriate without stockholder approval.
Brooks' ability to issue preferred stock in such a manner could enable its board
of directors to prevent changes in its management or control. Finally, upon a
change of control of Brooks, Brooks may be required to repurchase convertible
subordinated notes at a price equal to 100% of the principal outstanding amount
thereof, plus accrued and unpaid interest, if any, to the date of the
repurchase. Such a repurchase of the notes would represent a substantial cash
outflow; accordingly, the repayment of the notes upon a change of control of
Brooks could discourage third parties from proposing a merger with, initiating a
tender offer for or otherwise attempting to gain control of Brooks.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") with respect to our financial
condition, results of operations, plans, objectives, future performance and
business, which are usually identified by the use of words such as "will,"
"may," "anticipates," "believes," "estimates," "expects," "projects," "plans,"
"predicts," "continues," "intends," "should," "would," or similar expressions.

These forward-looking statements reflect current views and expectations
about our plans, strategies and prospects, which are based on the information
currently available and on current assumptions.

We cannot guarantee that these plans, intentions or expectations will be
achieved. Investors are cautioned that all forward-looking statements involve
risks and uncertainties, and actual results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including those factors described in the "Risk Factors" section of this
prospectus. Listed below and discussed elsewhere in this prospectus are some
important risks, uncertainties and contingencies that could cause our actual
results, performances or achievements to be materially different from the
forward-looking statements included or incorporated by reference in this joint
proxy statement/prospectus. These risks, uncertainties and contingencies
include, but are not limited to, the following:

- market acceptance of new products;

- competition in the industry;

- the ability to satisfy demand for our products;

- exchange rate fluctuations;

- the availability of debt and equity financing;

- the development of new competitive technologies;

- the availability of key components for our products;

- pending and future acquisitions;

- the availability of qualified personnel;

- international, national, regional and local economic and political
changes;

- general economic conditions;

- trends affecting the semiconductor industry, our financial conditions
or results of operations;

- competitive factors and industry trends, technological advances
achieved and patents obtained by competitors and the company's ability
to respond to those actions; and

- economic factors, including inflation and fluctuations in interest
rates and foreign currency exchange rates and the potential effect of
these fluctuations on revenues, expenses and resulting margins.

In addition, events may occur in the future that we are not able to
accurately predict or control and that may cause actual results to differ
materially from the expectations described in the forward-looking statements.
Readers should not place undue reliance on the forward-looking statements
included or incorporated by reference in this prospectus. These forward-looking
statements speak only as of the date on which the statements were made. In
evaluating forward-looking statements, you should consider these risks and
uncertainties, together with the other risks described from time to time in our
reports and documents filed with the SEC.

You should read this prospectus and the documents that we incorporate by
reference in this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect. We may
not update these forward-looking statements, even though our situation may
change in the future. We qualify all of our forward-looking statements by these
cautionary statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of our common stock by the
selling stockholders.

SELLING STOCKHOLDERS

The selling stockholders are listed on the table below. These selling
stockholders acquired shares of our common stock from us as consideration for
our acquisition of all of the issued and outstanding capital stock of
Progressive Technologies Inc. We issued these shares pursuant to an exemption
from the registration requirements of the Securities Act of 1933. Under the
terms of our acquisition agreement with Progressive Technologies Inc., we agreed
to register the shares of our common stock acquired by the former shareholders
of Progressive Technologies Inc. in the transaction. Under the terms of the
acquisition agreement, we agreed to file an S-3 registration statement, and use
commercially reasonable efforts to cause such registration statement to become
effective within 90 days after the closing.

Registration by the selling stockholders does not necessarily mean that the
selling stockholders will sell any or all of their shares.

The information with regard to each selling stockholder in the table below
is based upon information provided to us by each selling stockholder as of
August 31, 2001. The shares listed below represent the shares that each selling
stockholder currently beneficially owns and the number of shares each selling
stockholder indicated it plans to offer.

The shares of common stock offered by this prospectus may be offered from
time to time by the selling stockholders named below:

Shares beneficially owned Shares beneficially owned
and ownership percentage Number of shares and ownership percentage
Selling Stockholder prior to offering being offered after offering
------------------- ------------------------- ---------------- -------------------------

Susan H. Auman 3,107(*) 3,107 0 (0%)
Albert and Janet Balboni 3,107(*) 3,107 0 (0%)
Kathleen Bligh 1,554(*) 1,554 0 (0%)
Kevin Bligh 1,554(*) 1,554 0 (0%)
Alan Floyd 1,731(*) 1,731 0 (0%)
Craig Gruskowski 3,107(*) 3,107 0 (0%)
Daniel Hall 2,147(*) 2,147 0 (0%)
Beatrice Houry-Pape 3,107(*) 3,107 0 (0%)
Roberta Manna 3,933(*) 3,933 0 (0%)
William McCaw and Kathleen McCaw 12,426(.07%) 12,426 0 (0%)
Jt. Ten.
Thomas McGuire and Jean McGuire 3,107(*) 3,107 0 (0%)
Jt. Ten
Morgan, Holland Fund II, L.P. 172,349(.94%) 172,349 0 (0%)
David W. Palmer 134,552(.73%) 134,552 0 (0%)
Elliot Palmer 3,107(*) 3,107 0 (0%)
Judy Palmer and Sandy Morris Jt. 3,107(*) 3,107 0 (0%)
Ten.
Judith Piscione 129,874(.71%) 129,874 0 (0%)
William Piscione and Claire 6,213(*) 6,213 0 (0%)
Piscione Jt. Ten.
Piscione Irrevocable Trust 3,107(*) 3,107 0 (0%)
PR Venture Partners, L.P. 172,349(.94%) 172,349 0 (0%)
Norman R. Robertson and Linda A. 27,957(.15%) 27,957 0 (0%)
Robertson
Lucky Somers 22,788(.12%) 22,788 0 (0%)
Anthony Suliveras 721(*) 721 0 (0%)

* Less than 0.05%

PLAN OF DISTRIBUTION

We are registering the shares on behalf of the selling stockholders. The
selling stockholders include their respective pledgees, donees, distributees,
transferees or other successors-in-interest selling shares received from a
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus. A supplement to this
prospectus may be filed naming that successor-in-interest prior to consummating
a sale hereunder. The selling stockholders may offer the shares of Brooks common
stock at various times in one or more of the following transactions:

- on one or more exchange;

- in the over the counter market;

- in private transactions other than an exchange or in the over the
counter market;

- in connection with short sales of the shares of Brooks common stock;

- by pledge to secure debts and other obligations;

- in connection with the writing of non-traded and exchange-traded call
options,

- in hedge transactions and in settlement of other transactions or
over the counter options; or

- in a combination of any of the above transactions.

These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated or fixed prices.

The selling stockholders may use broker-dealers to sell their shares. The
selling stockholders may pay broker-dealers compensation in the form of
commissions, discounts or concessions in amounts to be negotiated in connection
with the sales. These broker-dealers and any other participating broker-dealers
may be deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales and any such commissions, discount or concession may
be deemed to be underwriting discounts or commissions under the Act. If any of
the selling stockholders was deemed an underwriter, that selling stockholder
might be subject to certain statutory liabilities, including, but not limited
to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.

We have agreed to bear certain expenses of registration of the common stock
under the federal and state securities laws. These expenses include registration
and qualification fees, legal fees and expenses, and auditing and accounting
expenses. The selling stockholders have agreed to bear their own counsel fees or
any brokers' commissions or underwriting discounts incurred in connection with
the registration of their shares. The selling stockholders may agree to
indemnify any broker-dealer, agent or other person that participates in
transactions involving sales of the shares against liabilities, including
liabilities arising under the Securities Act.

The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
rather than pursuant to this prospectus provided they meet the criteria and
conform to the requirements of that Rule.

There can be no assurance that the selling stockholders will sell any or
all of the shares of Brooks common stock offered hereunder.

The selling stockholders and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any common stock by selling stockholders and any other
such person. In addition, Regulation M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the common stock to engage
in market-making activities with respect to the common stock being distributed
for a period of up to five business days prior to the commencement of such
distribution. This may affect the marketability of the common stock and the
ability of any person or entity to engage in market-making activities with
respect to the common stock.

Pursuant to the acquisition agreement relating to our acquisition of
Progressive Technologies Inc., we and each selling stockholder who acquired
shares of our common stock pursuant to the acquisition agreement will be
indemnified by each other against certain liabilities, including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection with these liabilities.

LEGAL MATTERS

The validity of the shares of common stock to be sold in this offering will
be passed upon for us by Brown, Rudnick, Freed & Gesmer, Boston, Massachusetts.

EXPERTS

The audited financial statements incorporated in this prospectus by
reference to the annual report on Form 10-K of Brooks Automation, Inc. for the
year ended September 30, 2001, except as they relate to Irvine Optical Company,
LLC as of December 31, 1999 and for the year ended December 31, 1999, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The audited financial statements of General Precision, Inc., incorporated
in this prospectus by reference to Brooks Automation, Inc.'s current report on
Form 8-K/A dated October 5, 2001, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Irvine Optical Company, LLC as of December 31, 1999 and 1998, and
for the years then ended, as set forth in their report (which contains an
explanatory paragraph describing conditions that raise substantial doubt about
Irvine Optical Company, LLC's ability to continue as a going concern as
described in Note 1 to those financial statements). Brooks has incorporated by
reference Ernst & Young LLP's report with respect to Irvine Optical Company,
LLC's financial statements in this prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission (SEC). You may read and copy these reports, proxy statements and
other information at the SEC's public reference rooms at 450 Fifth Street, NW.,
Washington, D.C., and in New York, NY and Chicago, IL. You can request copies of
these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. Our SEC filings are also available at the SEC's
web site at http://www.sec.gov. In addition, you can read and copy our SEC
filings at the office of the National Association of Securities Dealers, Inc. at
1735 "K" Street, Washington, DC 20006.

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to common stock offered in connection with this
prospectus. This prospectus does not contain all of the information set forth in
the registration statement. We have omitted certain parts of the registration
statement in accordance with the rules and regulations of the SEC. For further
information with respect to us and the common stock, you should refer to the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and, in
each instance, you should refer to the copy of such contract or document filed
as an exhibit to or incorporated by reference in the registration statement.
Each statement as to the contents of such contract or document is qualified in
all respects by such reference. You may obtain copies of the registration
statement from the SEC's principal office in Washington, D.C. upon payment of
the fees prescribed by the SEC, or you may examine the registration statement
without charge at the offices of the SEC described above.

The SEC allows us to "incorporate by reference" information that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until each
selling stockholder sells all of its Brooks common stock:

- Annual Report on Form 10-K for the year ended September 30, 2001;

- Brooks' current report on Form 8-K filed on October 19, 2001;

- Brooks' current report on Form 8-K filed on October 22, 2001;

- Brooks' current report on Form 8-K/A filed on December 7, 2001; and

- the description of Brooks common stock that is contained in Brooks'
quarterly report on Form 10-Q filed on May 15, 2000 for the quarterly
period ended March 31, 2000.

You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, Massachusetts 01824
Attention: Investor Relations
(978) 262-2400

You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee............................................ $ 4,779.80
Printing Expenses............................................... $10,000.00*
Accounting Fees and Expenses.................................... $10,000.00*
Legal Fees and Expenses......................................... $15,000.00*
Miscellaneous................................................... $ 220.20*
----------
TOTAL $40,000.00
==========
--------------------------------------------------------------------------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Ninth of our Certificate of Incorporation eliminates the personal
liability of our directors and stockholders for monetary damages for breach of
fiduciary duty to the full extent permitted by Delaware law. Article VII of our
Bylaws provides that we may indemnify our officers and directors to the fullest
extent permitted by the Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law authorizes a corporation to indemnify
directors, officers and employees unless such party has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation. We also maintain directors
and officers liability insurance.

ITEM 16. EXHIBITS

EXHIBIT NO. DESCRIPTION REFERENCE
----------- ----------- ---------

2.01 Agreement and Plan of Merger dated September 21, 1998 A**
relating to the combination of FASTech Integration, Inc.
with the Registrant.
2.02 Stock for Cash Purchase Agreement dated March 31, 1999 B**
relating to the acquisition of Hanyon Tech. Co., Ltd. by the
Registrant.
2.03 Assets for Cash Purchase Agreement dated June 23, 1999 C**
relating to the acquisition of substantially all the assets
of Domain Manufacturing Corporation and its Subsidiary
Domain Manufacturing SARL by the Registrant.
2.04 Agreement and Plan of Merger dated July 7, 1999 relating to D**
the combination of Smart Machines Inc. with the Registrant.
2.05 Master Purchase Agreement dated September 9, 1999 relating E**
to the acquisition of substantially all of the assets of the
Infab Division of Jenoptik by the Registrant.
2.06 Agreement and Plan of Merger dated January 6, 2000 relating F**
to the combination of AutoSimulations, Inc. and Auto-Soft
Corporation with the Registrant.
2.07 Interests for Stock Purchase Agreement dated May 5, 2000 G**
relating to the acquisition of Irvine Optical Company LLC by
the Registrant, as amended.
2.08 Stock Purchase Agreement dated as of February 16, 2001 H**
relating to the acquisition of SEMY Engineering, Inc. by the
Registrant.
2.09 Asset Purchase Agreement dated June 26, 2001 relating to the I**
acquisition of assets of the e-diagnostic infrastructure of
KLA-Tencor Corporation and its subsidiary KLA-Tencor
Technologies Corporation.
2.10 Agreement and Plan of Merger dated June 27, 2001 relating to J**
the combination of Progressive Technologies Inc. with the
Registrant.
2.11 Asset Purchase Agreement dated October 5, 2001 relating to K**
the acquisition of substantially all of the assets of
General Precision, Inc. and GPI-Mostek, Inc. by the
Registrant.
2.12 Share Purchase Agreement dated October 9, 2001 relating to L**
the acquisition of Tec-Sem AG by the Registrant.
2.13 Amended and Restated Agreement and Plan of Merger relating O**
to the acquisition of PRI Automation, Inc. by the Registrant.
4.01 Specimen Certificate for shares of the Registrant's common N**
stock.
4.02 Description of Capital Stock (contained in the Certificate M**
of Incorporation of the Registrant).
4.03 Rights Agreement dated July 23, 1997. BB**
4.04 Amendment to Rights Agreement between the Registrant and AA**
Bank Boston, N.A. as Rights Agent.
4.05 Registration Rights Agreement dated January 6, 2000. AA**
4.06 Shareholders Agreement dated January 6, 2000 by and among Q**
the Registrant, Daifuku America Corporation and Daifuku Co.,
Ltd.
4.07 Stockholders Agreement dated September 30, 1999 by and among E**
the Registrant, Jenoptik AG, M+W Zander Holding GmbH and
Robert J. Therrien.
4.08 Indenture dated as of May 23, 2001 between the Registrant R**
and State Street Bank and Trust Company (as Trustee).
4.09 Registration Rights Agreement dated May 23, 2001 among the R**
Registrant and Credit Suisse First Boston Corporation and SG
Cowen Securities Corporation (as representatives of several
purchasers).
4.10 Form of 4.75% Convertible Subordinated Note of the R**
Registrant in the principal amount of $175,000,000 dated as
of May 23, 2001.
4.11 Stock Purchase Agreement dated June 20, 2001 relating to the S**
acquisition of CCS Technology, Inc. by the Registrant.
5.01 Opinion of Brown, Rudnick, Freed & Gesmer. Previously filed
23.01 Consent of Brown Rudnick Freed & Gesmer (contained in Previously filed
Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP (Independent
accountants for the Registrant). Filed herewith
23.03 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
23.04 Consent of PricewaterhouseCoopers LLP (Independent
accountants for General Precision, Inc.) Filed herewith
24.01 Power of Attorney Previously filed

II-1

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

A. Incorporated by reference to the Registrant's registration statement on
Form S-4 (Registration No. 333-64037) filed on September 23, 1998.

B. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 6, 1999.

C. Incorporated by reference to the Registrant's current report on Form 8-K
filed on July 14, 1999.

D. Incorporated by reference to the Registrant's current report on Form 8-K
filed on September 15, 1999, and amended on September 29, 2000

E. Incorporated by reference to the Registrant's current report on Form 8-K
filed on October 15, 1999.

F. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000.

G. Incorporated by reference to the Registrant's registration statement on
Form S-3 (Registration No. 333-42620) filed on July 31, 2000.

H. Incorporated by reference to the Registrant's current report on Form 8-K
filed on March 1, 2001.

I. Incorporated by reference to the Registrant's current report on Form 8-K
filed on July 9, 2001.

J. Incorporated by reference to the Registrant's current report on Form 8-K
filed on July 24, 2001.

K. Incorporated by reference to the Registrant's current report on Form 8-K
filed on October 19, 2001.

L. Incorporated by reference to the Registrant's current report on Form 8-K
filed on October 22, 2001.

M. Incorporated by reference to the Registrant's quarterly report on Form 10-Q
filed on May 15, 2000 for the quarterly period ended March 31, 2000.

N. Incorporated by reference to the Registrant's registration statement on
Form S-1 (Registration No. 33-87296) filed on December 13, 1994.

O. Incorporated by reference to the Registrant's registration statement on
Form S-4 filed on December 19, 2001.

Q. Incorporated by reference to the Registrant's current report on Form 8-K
filed on January 19, 2000 and amended on February 14, 2000.

R. Incorporated by reference to the Registrant's current report on Form 8-K
filed on May 29, 2001.

S. Incorporated by reference to the Registrant's registration statement on
Form S-8 (Registration No. 333-67432) filed on August 13, 2001.

AA. Incorporated by reference to the Registrant's annual report on Form 10-K
for the fiscal year ended September 30, 2001.

BB. Incorporated by reference by reference to the Company's current report
on Form 8-K filed on August 7, 1997.

** In accordance with Rule 12b-32 under the Securities Exchange Act of 1934,
as amended, reference is made to the documents previously filed with the
Securities and Exchange Commission, which documents are hereby
incorporated by reference.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, pursuant to Item 15 above, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy

II-2

as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby further undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to
include any prospectus required by section 10(a)(3) of the Securities
Act; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided however, that
clauses (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by such clauses is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated herein by reference.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement No. 333-70122 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on the 19th day of December, 2001.

BROOKS AUTOMATION, INC.

By: /s/ Ellen B. Richstone
-------------------------------------
Ellen B. Richstone
Senior Vice President Finance and
Administration and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS PRE-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT NO. 333-70122 HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
--------- ----- ----

*/s/ Robert J. Therrien Director, Chief Executive Officer December 19, 2001
------------------------- and President (Principal
Robert J. Therrien Executive Officer)

/s/ Ellen B. Richstone Senior Vice President Finance December 19, 2001
------------------------- and Administration and Chief
Ellen B. Richstone Financial Officer
(Principal Financial Officer)

*/s/ Steven E. Hebert Principal Accounting Officer December 19, 2001
-------------------------
Steven E. Hebert

*/s/ Roger D. Emerick Director December 19, 2001
-------------------------
Roger D. Emerick

*/s/ Amin J. Khoury Director December 19, 2001
-------------------------
Amin J. Khoury

*/s/ Juergen Giessmann Director December 19, 2001
-------------------------
Juergen Giessmann

*/s/ Joseph Martin Director December 19, 2001
-------------------------
Joseph Martin

*By /s/ Ellen B. Richstone
----------------------------
Ellen B. Richstone
as Attorney in Fact

II-4

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION REFERENCE
----------- ----------- ---------

II-5