<PAGE>
 
           The following items were the subject of a Form 12b-25 and
                   are included herein: Items 10, 11 and 12.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              --------------------
                               FORM 10-K/A No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

 
For the Fiscal Year Ended                              Commission File Number
   September 30, 1997                                         0-24934 
                                                

                             PRI AUTOMATION, INC.
            (Exact name of registrant as specified in its charter)

 
       Massachusetts                                   04-2495703
(State or other jurisdiction              (I.R.S. Employer Identification No.)
      of incorporation)

        805 Middlesex Turnpike
            Billerica, MA                                 01821
(Address of principal executive offices)                (Zip Code)

                 Registrant's telephone number: (978) 670-4270

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

          Securities registered pursuant to Section 12(b) of the Act:
                         COMMON STOCK, PAR VALUE $.01
          Securities registered pursuant to Section 12(g) of the Act:
                                     NONE

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

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X    No 
                                               -----     -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing price of the Common Stock on December 2,
1997 as reported by the Nasdaq National Market, was approximately $406,781,528.
Shares of Common Stock held by each executive officer and director of the
Registrant and by each person known by the Registrant to own beneficially 5% or
more of the outstanding Common Stock have been excluded from this computation in
that such persons may be deemed to be affiliates.  That such persons have been
deemed affiliates for purposes of this computation should not be considered a
conclusive determination for any other purpose.

     As of December 2, 1997, the Registrant had outstanding 15,146,026 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     NONE

================================================================================
<PAGE>
 
     THE FOLLOWING ITEMS WERE THE SUBJECT OF A FORM 12B-25 AND ARE INCLUDED
HEREIN: ITEMS 10, 11 AND 12.

Explanation for this Amendment:
------------------------------ 

     The Annual Report on Form 10-K of PRI Automation, Inc. (the "Company") for
the Company's fiscal year ended September 30, 1997 (the "1997 Form 10-K") is
being amended hereby to include the items and exhibits listed below:

Item          Description
----          -----------

Item 10       Directors and Executive Officers of the Registrant

Item 11       Executive Compensation

Item 12       Security Ownership of Certain Beneficial Owners and Management

Exhibit 21.1  List of Subsidiaries of the Company

Exhibit 23.1  Consent of Coopers & Lybrand L.L.P.

     The Company's 1997 Form 10-K, as originally filed with the Securities and
Exchange Commission (the "Commission") on December 29, 1997, incorporated into
such form the information required by Items 10, 11 and 12 of Form 10-K by
reference to the Company's Definitive Proxy Statement for its 1998 Annual
Meeting of Stockholders (the "Proxy Statement").  The Proxy Statement was not
filed with the Commission within 120 days of the close of the Company's fiscal
year ended September 30, 1997, however.  Accordingly, the 1997 Form 10-K is
being amended hereby to include the information that was originally expected to
be incorporated by reference.  Exhibits 21.1 and 23.1, filed hereunto, were
inadvertently omitted from the 1977 Form 10-K, as originally filed with the
Commission.

The Amendment
-------------

     Items 10, 11 and 12 in Part III of the 1997 Form 10-K are hereby amended by
deleting the texts thereof in their entirety and substituting therefor the
following:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information concerning each director
and each executive officer of the Company:

<TABLE>
<CAPTION>
                NAME                      AGE                  POSITION                                      
                ----                      ---                  --------                                      
<S>                                       <C>    <C>                                           
Mordechai Wiesler.......................  67     Chairman of the Board, Chief Executive Officer,
                                                      Treasurer and Director                        
Mitchell G. Tyson.......................  43     President, Chief Operating Officer and        
                                                      Director                                      
Stephen D. Allison......................  52     Chief Financial Officer                       
Robert G. Postle........................  43     Vice President, Marketing and Sales           
Robert Klimm............................  46     Vice President, Operations                     
</TABLE>

                                       2
<PAGE>
 
<TABLE>
<S>                                       <C>    <C>
Amram Rasiel (1)........................  67     Director
Boruch B. Frusztajer (1)(2).............  67     Director
Alexander V. d'Arbeloff(2)..............  70     Director
</TABLE>

----------------------
(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee

     MORDECHAI WIESLER, a founder of the Company, has been Chief Executive
Officer, Treasurer and a director of the Company since its inception and served
as its President from its inception until February 1995.  Mr. Wiesler was also
the founder, president and chairman of the Transistor Automation Corporation
until its sale to Teledyne, Inc. in 1966.  Mr. Wiesler is currently director of
SEMI-SEMATECH, Inc., a trade association of American manufacturers of
semiconductor manufacturing equipment.

     MITCHELL G. TYSON was elected to the office of President and named a
director of the Company in 1995.  Mr. Tyson has been Chief Operating Officer of
the Company since 1990.  From 1987 to 1990, he served as Vice President,
Operations of the Company.  From 1984 to 1987, Mr. Tyson was the director of
product management of GCA Corporation, a manufacturer of semiconductor capital
equipment.

     STEPHEN D. ALLISON is Chief Financial Officer of the Company.  He joined
the Company in 1997.  Mr. Allison was Vice President and Chief Financial Officer
of Helix Technology Corporation, a manufacturer of cryogenic vacuum systems,
from 1995 to 1997.  Mr. Allison also served as Vice President, Finance of
Behring Diagnostic Systems, Inc., a supplier of immunoassay test and analysis
systems, from 1991 to 1995, served as Vice President, Planning of Bay State
Health Care, Inc., from 1989 to 1991 and worked at Teradyne, Inc. in various
financial positions from 1974 to 1989.

     ROBERT G. POSTLE joined the Company in 1994 as Vice President, Marketing
and Sales.  From 1989 to 1994, Mr. Postle was Vice President of Marketing and
Sales at ULVAC Technologies, Inc., a manufacturer of vacuum technology products.
From 1987 to 1989, Mr. Postle was Vice President of Marketing and Sales at ASM
Ion Implant, Inc., a manufacturer of ion implantation equipment.

     ROBERT KLIMM joined the Company as Vice President, Operations of the
Company in 1997.  From 1990 to 1997, Mr. Klimm held a number of positions at
Eaton Corporation ("Eaton"), including General Manager of Eaton's Implant
Systems Division.  From 1982 to 1990, he was employed by BTU Engineering
International, Inc., which supplies thermal processing equipment to the
semiconductor industry, serving that company as Vice President, Marketing when
he left it to work for Eaton.

     AMRAM RASIEL has been a director of the Company since 1982.  Dr. Rasiel is
a private investor and, from December 1989 to May 1990, was Co-Chief Executive
Officer of ENSR Corporation, an environmental engineering firm.  Dr. Rasiel is a
director of Progress Software Corporation, a provider of application development
software, and of a number of privately-held companies.

     BORUCH B. FRUSZTAJER became a director of the Company in 1982.  Mr.
Frusztajer has been the President of BBF Corporation, an industrial management
company, since 1984.  He is a director of CSP Inc., a manufacturer of embedded
signal processors, and of a number of privately-held companies.

                                       3
<PAGE>
 
     ALEXANDER V. D'ARBELOFF became a director of the Company in 1982. Mr.
d'Arbeloff has been President and CEO of Teradyne, Inc., a manufacturer of
automatic testing equipment used in the manufacture of semiconductors, since
1971. Since 1977, Mr. d'Arbeloff has served as Chairman of the Board of
Teradyne. He is a director of Stratus Computer, Inc., of BTU Engineering
International, Inc., and of a number of privately-held companies.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company who were
serving as executive officers at the end of the Company's fiscal year ended
September 30, 1997 (collectively, the "Named Executive Officers") for services
rendered in all capacities to the Company during the fiscal years ended
September 30, 1997, 1996 and 1995 ("fiscal 1997," "fiscal 1996" and "fiscal
1995," respectively):

                          SUMMARY COMPENSATION TABLE
<TABLE> 
<CAPTION> 
                                                                                         LONG-TERM
                                                                                        COMPENSATION
                                                                                      -----------------
                                                                                           AWARDS
                                                                                      -----------------
                                                             ANNUAL COMPENSATION(1)       SECURITIES       ALL OTHER  
              NAME AND                       FISCAL         ------------------------      UNDERLYING     COMPENSATION
         PRINCIPAL POSITION                   YEAR           SALARY($)    BONUS($)        OPTIONS(#)        ($)(2)    
         ------------------                   ----           ---------    --------        ----------     ------------
<S>                                          <C>            <C>           <C>             <C>            <C> 
Mordechai Wiesler........................     1997           $243,077     $187,500          40,000          $11,050
   Chief Executive Officer                    1996           $211,153     $ 90,000          11,700          $11,500
                                              1995           $184,939     $ 90,000          15,000          $ 5,675
Mitchell G. Tyson........................     1997           $218,077     $168,750          40,000          $ 5,260
   President and Chief Operating Officer      1996           $191,922     $ 90,000          15,300          $ 5,483
                                              1995           $165,823     $100,000          20,000          $ 1,942
Robert G. Postle.........................     1997           $155,847     $100,000          25,000          $ 5,180
   Vice President, Marketing and Sales        1996           $140,962     $ 54,000          10,800          $ 4,103
                                              1995           $130,000     $ 68,000              --          $   602
Robert Klimm (3).........................     1997           $100,010     $ 52,055          40,000          $ 1,764
   Vice President, Operations                 1996                 --           --              --               --
                                              1995                 --           --              --               --
Stephen D. Allison (3)...................     1997           $ 84,135     $ 35,096          30,000          $ 1,512
   Chief Financial Officer                    1996                 --           --              --               --
                                              1995                 --           --              --               --
</TABLE> 
-------------------------
(1)  In accordance with the rules of the Commission, other compensation in the
     form of perquisites and other personal benefits has been omitted because
     such perquisites and other personal benefits constituted less than $50,000
     and less than ten percent of the total annual salary and bonus for each
     executive officer.
(2)  The amounts reported include the Company's contributions to the Company's
     Savings and Retirement Plan during fiscal 1997, fiscal 1996 and fiscal
     1995, respectively, for the benefit of Mr. Wiesler ($4,750, $5,200 and
     $1,895), Mr. Tyson ($4,750, $4,973 and $1,636) and Mr. Postle ($4,675,
     $3,629 and $350) and during fiscal 1997 for the benefit of Mr. Klimm
     ($1,615) and Mr. Allison ($1,410) and premiums paid by the Company on
     excess life insurance policies during fiscal 1997, fiscal 1996 and fiscal
     1995, respectively, for Mr. Wiesler ($6,300, $6,300 and $3,780), Mr. Tyson
     ($510, $510 and $306) and Mr. Postle ($505, $474 and $252) and during
     fiscal 1997 for Mr. Klimm ($149) and Mr. Allison ($102).

                                       4
<PAGE>
 
(3)  Messrs. Allison and Klimm joined the Company during fiscal 1997 and,
     therefore, received compensation for only a portion of such fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table contains information concerning stock option grants
under the PRI Automation, Inc. 1994 Incentive and Nonqualified Stock Option Plan
(the "1994 Plan") to the Company's Chief Executive Officer and each of the other
Named Executive Officers made during fiscal 1997:

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE> 
<CAPTION> 
                                                                                                   POTENTIAL REALIZABLE  
                                                                                                     VALUE AT ASSUMED     
                                                       % OF TOTAL                                  ANNUAL RATES OF STOCK  
                                                         OPTIONS                                   PRICE APPRECIATION FOR 
                                                       GRANTED TO     EXERCISE OR                      OPTION TERM (3)    
                                         OPTIONS      EMPLOYEES IN    BASE PRICE   EXPIRATION     -------------------------
                NAME                   GRANTED(#)(1)   FISCAL YEAR   ($/SHARE)(2)     DATE          5% ($)        10% ($)
                ----                   -------------   -----------   ------------  ----------       ------        ------- 
<S>                                    <C>              <C>            <C>          <C>            <C>            <C> 
Mordechai Wiesler..................       7,700(4)         1.11%        $17.69      11/20/02       $ 46,319       $105,082
                                         32,300(5)         4.65%        $17.69      11/20/02       $194,299       $440,798
Mitchell G. Tyson..................       6,590(4)         0.95%        $17.69      11/20/02       $ 39,642       $ 89,934
                                         33,410(5)         4.81%        $17.69      11/20/02       $200,976       $455,946
Robert G. Postle...................      10,100(4)         1.45%        $17.69      11/20/02       $ 60,756       $137,835
                                         14,900(5)         2.14%        $17.69      11/20/02       $ 89,630       $203,340
Robert Klimm.......................      25,728(4)         3.70%        $22.56      04/25/03       $197,421       $447,882
                                         14,272(5)         2.05%        $22.56      04/25/03       $109,515       $248,452
Stephen D. Allison.................      23,728(4)         3.41%        $22.56      04/25/03       $182,075       $413,065
                                          6,272(5)         0.90%        $22.56      04/25/03       $ 48,128       $109,185
</TABLE> 
-------------
(1)   Options vest in 20 quarterly installments, beginning on 2/20/97 and
      ending on 11/20/01 for the options granted to Messrs. Wiesler, Tyson and
      Postle and beginning on 7/25/97 and ending on 4/25/02 for the options
      granted to Messrs. Klimm and Allison.
(2)   All options were granted at exercise prices not less than fair market
      value, which was determined by the Board of Directors of the Company to be
      the last sale price of the Common Stock on the date of grant as reported
      by the Nasdaq National Market.
(3)   Amounts reported in this column represent hypothetical values that may be
      realized upon exercise of the options immediately prior to the expiration
      of their term, assuming the specified compounded rates of appreciation of
      the Company's Common Stock over the term of the options. These numbers are
      calculated based on rules promulgated by the Commission and do not
      represent the Company's estimate of future stock price growth. Actual
      gains, if any, on stock option exercises and Common Stock holdings are
      dependent on the timing of such exercises and the future performance of
      the Company's Common Stock. There can be no assurance that the rates of
      appreciation assumed in this table can be achieved or that the amounts
      reflected will be received by the Named Executive Officers. This table
      does not take into account any appreciation in price of the Common Stock
      from the date of grant to the current date. The values shown are net of
      the option price, but do not include deductions for taxes or other
      expenses associated with the exercise.
(4)   Represents an incentive stock option. See Note 1. 
(5)   Represents a nonqualified stock option. See Note 1.

                                       5
<PAGE>
 
OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES

         The following table sets forth information concerning option exercises
and holdings under the PRI Automation, Inc. 1984 Incentive Stock Option Plan and
the 1994 Plan as of September 30, 1997 with respect to the Company's Chief
Executive Officer and the other Named Executive Officers:

                         FISCAL YEAR-END OPTION VALUES
<TABLE> 
<CAPTION> 
                                                          COMMON STOCK UNDERLYING          VALUE OF UNEXERCISED   
                                                           UNEXERCISED OPTIONS AT         IN-THE-MONEY OPTIONS AT  
                            SHARES         VALUE             FISCAL YEAR-END (#)            FISCAL YEAR-END $(2)   
                          ACQUIRED ON     REALIZED       ----------------------------   ----------------------------
       NAME               EXERCISE (#)     ($)(1)        EXERCISABLE    UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
       ----               ------------    --------       -----------    -------------   -----------    -------------
<S>                        <C>            <C>             <C>            <C>            <C>            <C> 
Mordechai Wiesler.......     6,750        $144,450          97,427          85,973      $5,171,745      $4,042,428
Mitchell G. Tyson.......    40,000        $887,500         158,460          95,140      $8,622,112      $4,503,564
Robert G. Postle........    18,168        $317,523           4,018          48,790      $  191,477      $2,233,061
Robert Klimm ...........        --        $     --           2,000          38,000      $   71,875      $1,365,625
Stephen D. Allison......        --        $     --           1,500          28,500      $   53,906      $1,024,219
</TABLE> 
----------------------
(1)   Amounts disclosed in this column do not necessarily reflect amounts
      received by the Named Executive Officers but are calculated based on the
      difference between the fair market value of the Company's Common Stock on
      the date of exercise and the exercise price of the options. Named
      Executive Officers will receive cash only if and when they sell the Common
      Stock issued upon exercise of the options, and the amount of cash received
      by such individuals is dependent on the price of the Company's Common
      Stock at the time of such sale.
(2)   Calculated on the basis of the last sale price of the Common Stock on
      September 30, 1997 as reported by the Nasdaq National Market ($58.50 per
      share), less the applicable option exercise price.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 2, 1998 by (i)
each person or entity known to the Company to own beneficially five percent or
more of the Company's Common Stock, (ii) each director of the Company, (iii) the
Chief Executive Officer of the Company and the other Named Executive Officers
who were serving as executive officers at the end of fiscal 1997 and (iv) by the
executive officers and directors of the Company as a group:

<TABLE> 
<CAPTION> 
                                                                                       SHARES BENEFICIALLY
                                                                                            OWNED(1)(2)
                                                                                   ----------------------------
                                     NAME                                            NUMBER            PERCENT
                                     ----                                           --------          ---------
<S>                                                                                 <C>               <C> 
Mordechai Wiesler(3)(4) ..............................................               977,901             5.0%
Dr. Amram Rasiel(5) ..................................................               564,710             2.9
Mitchell G. Tyson(6) .................................................               261,431             1.3
Boruch B. Frusztajer(7) ..............................................                95,512             *
Alexander V. d'Arbeloff(8) ...........................................                76,784             *
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 
<S>                                                                                 <C>               <C> 
Robert G. Postle(9) ..................................................                13,315             *
Robert Klimm(10) .....................................................                 8,710             *
Stephen D. Allison(11) ...............................................                 5,230             *
All directors and executive officers as a group
 (8 persons)(12) .....................................................             2,003,593            10.07%
</TABLE> 
----------------
* Less than one percent.

(1)   Beneficial ownership is determined in accordance with the rules of the
      Commission. The persons named in this table have sole voting and
      investment power with respect to all shares of Common Stock shown as
      beneficially owned by them, subject to community property laws where
      applicable and subject to the information contained in the footnotes to
      this table. Shares of the Company's Common Stock subject to options
      currently exercisable or exercisable within 60 days following the date of
      this table are deemed outstanding for computing the share ownership and
      percentage of the person holding such options, but are not deemed
      outstanding for computing the percentage of any other person.
(2)   The number of shares of Common Stock deemed outstanding as of the date of
      this table is 19,544,971. Those shares include 4,364,020 shares issued by
      the Company in connection with its acquisition of Equipe Technologies,
      Inc. ("Equipe") and of two companies related to Equipe, effective on
      January 22, 1998.
(3)   Address is in care of PRI Automation, Inc., 805 Middlesex Turnpike,
      Billerica, Massachusetts 01821-3986.
(4)   Includes 102,581 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(5)   Includes 15,000 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(6)   Includes 177,770 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table and 5,250 shares held
      by Mr. Tyson's minor children.
(7)   Includes 15,000 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table and 58,762 shares
      held by members of Mr. Frusztajer's family.
(8)   Includes 15,000 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(9)   Includes 13,053 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(10)  Includes 6,600 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(11)  Includes 5,100 shares issuable upon the exercise of outstanding options
      exercisable within 60 days of the date of this table.
(12)  See notes (4) to (11).

                                       7
<PAGE>
 
                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                            PRI AUTOMATION, INC.



Date: February 12, 1998                     By: /s/ Stephen D. Allison
                                                ---------------------------
                                                Stephen D. Allison
                                                Chief Financial Officer

                                       8