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):  May 31, 2006

BROOKS AUTOMATION, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

0-25434 (Commission File Number)	04-3040660 (IRS Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA (Address of principal executive offices)	01824 (Zip Code)

Registrant’s telephone number, including area code (978) 262-2400.

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:

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

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

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

¨ 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
	SIGNATURES
	EXHIBIT INDEX
EX-99.1 PRESS RELEASE ISSUED MAY 31, 2006

ITEM 8.01.  OTHER EVENTS

On May 31, 2006, Brooks Automation, Inc. issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued on May 31, 2006.

SIGNATURES

     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.

BROOKS AUTOMATION, INC.
 

/s/ Thomas S. Grilk  

Thomas S. Grilk 

Senior Vice President, General Counsel and
Secretary 

Date:  May 31, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued on May 31, 2006.

EX-99.1

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

Brooks Automation Announces Filing of Shareholder Derivative Suit

CHELMSFORD, Mass., May 31, 2006 — Brooks Automation, Inc. (NASDAQ: BRKS) today announced that it has been notified that a shareholder derivative lawsuit was filed in the Superior Court of the Commonwealth of Massachusetts on May 23, 2006 naming the Company as a nominal defendant and also naming as defendants certain of the Company’s directors and former directors. The lawsuit alleges breaches of fiduciary duties and unjust enrichment in connection with certain prior stock option grant practices. The Company’s board of directors and management intends to review the allegations and will address the matter and respond in a manner it considers to be in the best interests of the shareholders.

About Brooks Automation, Inc.
Brooks is a leading worldwide provider of automation solutions and integrated subsystems to the global semiconductor and related industries. The company’s advanced offerings in hardware, software and services can help customers improve manufacturing efficiencies, accelerate time-to-market and reduce cost of ownership. Brooks’ products and global services are used in virtually every semiconductor fab in the world as well as in a number of diverse industries outside of semiconductor manufacturing. For more information, visit http://www.brooks.com.