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): August 7, 2008

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)	(IRS Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA	01824
(Address of principal executive offices)	(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:

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

Ex-99.1 Investor Conference Call Slide Presentation

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In connection with the conference call held by Brooks Automation, Inc. (the “Company”) on August 7, 2008 to discuss its financial results for the fiscal quarter ending June 30, 2008, the Company referenced a slide presentation, which was made available in advance of the call through the Company’s website. The slide presentation is furnished as Exhibit 99.1 hereto.

Slide 9 of Exhibit 99.1 contains a reference to EBITDA of $1.8 million.  The Company’s Net Loss for the same period was $10.3 million.  A reconciliation between EBITDA and Net Loss is included in the Company’s earnings release, furnished on an 8-K filed on August 7, 2008 and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Investor Conference Call Slide Presentation.

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: August 7, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Conference Call Slide Presentation.

EX-99.1

Exhibit 99.1

Q3 Fiscal 2008 Financial Results Conference Call August 7, 2008 4:30 p.m. ET

Earnings In Line with Guidance Q3 FY08 $000's Q3 FY08 DEPS YTD FY08 $000's YTD FY08 DEPS Reported Loss from Continuing Operations ($10,326) ($0.17) ($20,409) ($0.31) Add: Restructuring Expense 2,571 $0.04 5,677 $0.09 Add: Loss on Investment - - 2,931 $0.04 Loss before Special Charges from Cont Ops ($7,755) *($0.12) ($11,801) ($0.18) Intangibles Amortization was $0.06 in Q2; $0.07 in Q3; and $0.18 YTD *June Quarter Guidance: Loss before Special Charges $.00 - ($0.12)

Cost Reductions offset Flow through from Revenue Declines $000's Q2 FY08 Q3 FY08 Change Revenues $147,647 $124,016 $(23,631) Gross profit 36,439 28,857 ( 7,582) Research & development 11,553 10,270 1,283 SG&A 29,896 25,636 4,260 Restructuring charges 2,506 2,571 ( 65) Operating Income ( $7,516) ($9,620) ( $2,104)

Bridging Sequential Operating Performance $ millions 2nd Quarter Operating Loss ( 7.5) Lost contribution on revenue decline (12.0) Increase in royalty revenues 1.1 Restructuring benefits and cost containment 5.1 Reduction in legal costs incurred on equity incentive matters 2.4 Non-recurrence of exceptional 2nd quarter costs 1.4 Cost increases net of other items (0.1) 3rd Quarter Operating Loss (9.6)

Increased Operating Loss & Unfavorable Foreign Currency Result Impact Net Loss $000's Q2 FY08 Q3 FY08 YTD FY08 Comments on Sequential Trends Operating loss ($7,516) ($9,620) ($20,822) Fixed cost absorption impacting gross profit Interest income, net 1,496 1,144 5,716 Impact of lower cash holdings & lower rates Loss on investment (2,931) 0 ( 2,931) Permanent impairment charge Other income (expense) 1,161 ( 1,244) ( 426) Unfavorable foreign currency impacts Income tax provision ( 885) ( 843) ( 2,398) Minorities & joint ventures 11 237 452 Net loss, Continuing Ops ( $8,664) ($10,326) ($20,409)

Critical Components Segment $000's Q2 FY08 Q3 FY08 YTD FY08 Comments on Sequential Trends Revenues $35,136 $28,341 $98,173 Declines in cryogenic vacuum pump revenues Gross profit Gross margin% 13,286 37.8% 10,241 36.1% 36,370 37.0% Flow through of lost variable contribution Operating expenses 9,604 8,810 27,109 Allocation of cost reductions Segment Operating Income $3,682 $1,431 $9,261

Automated Systems Segment $000's Q2 FY08 Q3 FY08 YTD FY08 Comments on Sequential Trends Revenues $81,527 $58,873 $223,740 Tool automation systems and Extended Factory most impacted Gross profit Gross margin % 16,997 20.8% 9,733 16.5% 46,509 20.8% Flow through of lost variable contribution Operating expenses 24,091 19,746 68,480 Completion of some R&D programs; restructuring benefits Segment Operating Loss ( $7,094) ( $10,013) ($21,971)

Global Customer Support Segment $000's Q2 FY08 Q3 FY08 YTD FY08 Comments on Sequential Trends Revenues $30,984 $36,802 $97,853 Legacy hardware revenue increases Gross profit Gross margin % 6,156 19.9% 8,883 24.1% 20,866 21.3% Volume fall through to gross margin on legacy products Operating expenses 5,967 5,564 18,042 Cost control Segment Operating Income $189 $3,319 $2,824

Q3 FY08 Cash Flows Net Income from Continuing Operations ( $10,326) ( $10,326) Depreciation & Amortization 8,835 8,835 Stock based compensation 1,069 1,069 Other non-cash items 286 286 Change in assets 1,563 1,563 Cash flow from Continuing Operations Cash flow from Continuing Operations 1,427 Capital Expenditures Capital Expenditures ( 6,489) Stock repurchases Stock repurchases 0 Currency Currency ( 699) Other Other 1,077 Net change in cash and marketable securities Net change in cash and marketable securities ($4,684) *Adjusted EBITDA of $1.8 million Oracle ERP Capital Expenditure of $4.3 million *Net Loss for Q3 FY08 was $10.3 million. A reconciliation of Adjusted EBITDA to Brooks' Net Loss is included in the earnings release issued on August 7, 2008

2008 September Quarter Guidance Revenues could be in the range between $110 million and $125 million Loss from Continuing Operations before special Charges could be in the range of $0.15 to $0.05