8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8–K

Current Report Pursuant
to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 28, 2004

Brooks Automation, Inc.

(Exact Name of Registrant As Specified In Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-25434	04-3040660
(Commission File Number)	(I. R. S. Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA	01824
(Address of Principal Executive Offices)	(Zip Code)

(978) 262 2400

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press release dated December 28, 2004 of Brooks Automation, Inc.

Item 8.01. Other Events

     On December 28, 2004, Brooks Automation, Inc. (the “Company”) issued a press release announcing that it has accelerated the vesting of certain unvested options awarded to employees, officers and other eligible participants under the Company’s various stock option plans other than its 1993 Non-Employee Director Stock Option Plan. The affected options are those which had exercise prices greater than approximately $24 per share. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit
Number	Description
99.1	Press release dated December 28, 2004 of Brooks Automation, Inc.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 28, 2004	BROOKS AUTOMATION, INC.
	By:	/s/ Robert W. Woodbury, Jr.
		Robert W. Woodbury, Jr., Senior Vice
		President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated December 28, 2004 of Brooks Automation, Inc.

EX-99.1

Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
Tel (978) 262-2400
Fax (978) 262-2500
www.brooks.com

FINAL

Contact:
Mark Chung
Director of Investor Relations
Brooks Automation, Inc.
Telephone: (978) 262-2459
mark.chung@brooks.com

Brooks Automation Announces Accelerated Vesting of Certain Underwater Stock Options

CHELMSFORD, MA, Dec. 28, 2004 — Brooks Automation, Inc (NASDAQ: BRKS), which develops and produces hardware, software and systems that enable manufacturing efficiencies for the semiconductor and other complex manufacturing industries, today announced it has accelerated the vesting of certain unvested stock options awarded to employees, officers and other eligible participants under the Company’s various stock option plans, other than its 1993 Non-Employee Director Stock Option Plan, which had exercise prices that were under water as of market close on December 23, 2004 . Options to purchase approximately 1.3 million shares became exercisable immediately as a result of the vesting acceleration. The Company is taking this action because it may produce a more favorable impact on the Company’s results from operations in light of the recent announcement of the effectiveness of FAS123® later in 2005.

Safe Harbor Statement under Section 21E of the Securities Exchange Act of 1934. Some statements in this press release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks to experience financial results that differ materially from our expectations. These statements are based on current management expectations and analysis. These forward-looking statements include all statements regarding the accounting treatment for stock options, the estimated impact of the acceleration of vesting on compensation expense or otherwise and all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, the possibility that the acceleration of vesting referred to in this release will be determined to be “non-substantive”; with the result that the Company will be required to recognize share-based compensation expense in amounts that may be greater or less than those specified above in the quarterly period ended December 31 or in future periods and which may require a restatement of previously reported earnings; the possibility that subsequent pronouncements or interpretations of the FASB or other regulatory bodies may alter the accounting treatment prescribed for stock options; as well as other risk factors detailed in the Company’s filings with the SEC, including but not limited to our Annual Report on Form 10-K and our quarterly reports on Form 10-Q. As a result we can provide no assurance that our future results will not be materially different from those projected, which could materially, adversely affect the Company’s results of operations and market price of its common stock. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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