8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 1, 2003

BRUKER BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-30833 (Commission File Number)	04-3110160 (IRS Employer Identification No.)
40 Manning Park Billerica, MA 01821 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (978) 663-3660

Item 2. Acquisition or Disposition of Assets.

        On July 1, 2003, Bruker Daltonics Inc., a Delaware corporation ("BDAL"), completed its merger with Bruker AXS Inc., a Delaware corporation ("BAXS"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated April 4, 2003.

        Under the terms of the Merger Agreement, BAXS merged with and into BDAL, with BDAL continuing as the surviving corporation (the "Merger"). Each share of BAXS common stock outstanding at the close of the transaction converted into the right to receive, at the election of each BAXS stockholder, either: (i) 0.63 of a share of BDAL common stock, or (ii) consideration of substantially equivalent value, payable 75% in Bruker Daltonics common stock and 25% in cash, with the cash portion calculated based on $4.418, which is the average closing price per share for BDAL common stock for twenty trading days randomly selected from the thirty-day period ending on June 26, 2003, multiplied by 0.63. In addition, each outstanding option to purchase BAXS common stock at the close of the Merger converted into an option to purchase BDAL common stock, based on the exchange ratio in the Merger of 0.63. The outstanding shares of BDAL common stock were not changed in the Merger.

        The Merger is intended to qualify as a reorganization in the United States under Section 368(a) of the Internal Revenue Code with respect to the stock consideration. The Merger represents a business combination of companies under common control due to the majority ownership of both companies by five members of the Laukien family as an affiliated stockholder group. The Merger, as it relates to the shares owned by these affiliated stockholders, will be accounted for in a manner similar to a pooling-of-interest, or at historical carrying value. The acquisition of the shares of the non-affiliated stockholders will be accounted for using the purchase method of accounting, or at fair value, in a manner similar to the acquisition of a minority interest.

        BDAL and BAXS mailed a definitive joint proxy statement/prospectus dated May 20, 2003 (the "Joint Proxy Statement/Prospectus") to BDAL and BAXS stockholders on or about May 23, 2003. The Joint Proxy Statement/Prospectus provides certain information about the Merger, BDAL and BAXS, including, but not limited to, the nature of BDAL's and BAXS' respective businesses, the principles used in determining the exchange ratio for the Merger, the nature of each company's officers, directors and majority stockholders in the transaction, risk factors associated with the transaction and management of BDAL upon completion of the Merger.

        In connection with the merger of BAXS into BDAL, BDAL's certificate of incorporation was amended to change its name to Bruker BioSciences Corporation ("Bruker BioSciences"). Bruker BioSciences began trading under the ticker symbol "BRKR" on the NASDAQ National Market at the open of market on July 2, 2003. Additionally, in connection with of the merger, Bruker BioSciences formed two operating subsidiaries, called Bruker Daltonics Inc. and Bruker AXS Inc., into which it dropped substantially all of the assets and liabilities, except for cash, of the former Bruker Daltonics Inc. and Bruker AXS Inc., respectively.

        The description of the Merger described in this report does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference.

        The press release announcing the merger is attached hereto as Exhibit 99.1 and incorporated by reference herein in its entirety.

Item 7. Financial Statements and Exhibits.

(a)   Financial Statements of Business Acquired

        Bruker AXS' audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, shareholders' equity and comprehensive income (loss) and cash flows for each of the three years ended December 31, 2002, December 31, 2001 and December 31, 2000, the accompanying notes and the Report of Independent Accountants are incorporated herein by

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reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003.

        Bruker AXS' unaudited consolidated condensed balance sheets as of March 31, 2003 and December 31, 2002, unaudited consolidated condensed statements of operations for the three months ended March 31, 2003 and March 31, 2002, unaudited consolidated condensed statements of cash flows for the three months ended March 31, 2003 and March 31, 2002 and the accompanying notes are incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003.

(b)   Pro Forma Financial Information

        Bruker Daltonics' unaudited pro forma condensed combined balance sheet as of March 31, 2003, unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2003 and March 31, 2002 and the years ended December 31, 2002, December 31, 2001 and December 31, 2000 and the accompanying notes are incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003.

(c)   Exhibits

2.1	Agreement and Plan of Merger, dated as of April 4, 2003 by and between Bruker Daltonics Inc. and Bruker AXS Inc. (filed as Exhibit 2.1 to Current Report on Form 8-K filed on April 7, 2003 and incorporated herein by reference)
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants
99.1	Bruker BioSciences Corporation Press Release, dated July 2, 2003
99.2	Bruker AXS' audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, shareholders' equity and comprehensive income (loss) and cash flows for each of the three years ended December 31, 2002, December 31, 2001 and December 31, 2000, the accompanying notes and the report of Independent Accountants (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).
99.3	Bruker AXS' unaudited consolidated condensed balance sheets as of March 31, 2003 and December 31, 2002, unaudited consolidated condensed statements of operations for the three months ended March 31, 2003 and March 31, 2002, unaudited consolidated condensed statements of cash flows for the three months ended March 31, 2003 and March 31, 2002 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).
99.4	Bruker Daltonics' unaudited pro forma condensed combined balance sheet as of March 31, 2003, unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2003 and March 31, 2002 and the years ended December 31, 2002, December 31, 2001 and December 31, 2000 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).

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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.

	BRUKER BIOSCIENCES CORPORATION (Registrant)
Date: July 2, 2003	By:	/s/  FRANK H. LAUKIEN Frank H. Laukien President, Chief Executive Officer and Chairman

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 4, 2003 by and between Bruker Daltonics Inc. and Bruker AXS Inc. (filed as Exhibit 2.1 to Current Report on Form 8-K filed on April 7, 2003 and incorporated herein by reference)
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants
99.1	Bruker BioSciences Corporation Press Release, dated July 2, 2003
99.2	Bruker AXS' audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, shareholders' equity and comprehensive income (loss) and cash flows for each of the three years ended December 31, 2002, December 31, 2001 and December 31, 2000, the accompanying notes and the Report of Independent Accountants (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).
99.3	Bruker AXS' unaudited consolidated condensed balance sheets as of March 31, 2003 and December 31, 2002, unaudited consolidated condensed statements of operations for the three months ended March 31, 2003 and March 31,2002, unaudited consolidated condensed statements of cash flows for the three months ended March 31, 2003 and March 31, 2002 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).
99.4	Bruker Daltonics' unaudited pro forma condensed combined balance sheet as of March 31, 2003, unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2003 and March 31, 2002 and the years ended December 31, 2002, December 31, 2001 and December 31, 2000 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Bruker Daltonics with the Securities and Exchange Commission on May 19, 2003).

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SIGNATURES
EXHIBIT INDEX

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in the Current Report on Form 8-K of Bruker BioSciences Corporation dated July 2, 2003 of our report dated February 25, 2003 included in Bruker Daltonics Inc.'s Registration Statement on Form S-4 (No. 333-104885) relating to the financial statements of Bruker AXS Inc. for the three years ended December 31, 2002 listed in the accompanying exhibit 99.2 index.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
May 19, 2003

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-99.1

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Exhibit 99.1

Bruker Daltonics and Bruker AXS Announce Closing of Merger

Combined company begins trading on NASDAQ under new name
Bruker BioSciences Corporation and new ticker symbol BRKR

        Billerica, Massachusetts and Madison, Wisconsin—July 2, 2003—Bruker Daltonics Inc. (NASDAQ: BDAL) and Bruker AXS Inc. (NASDAQ: BAXS) today announced that they have completed the merger of the two companies, which was approved by approximately 94% of the Bruker Daltonics stockholders and by approximately 94% of the Bruker AXS stockholders at the respective stockholder meetings on June 27, 2003.

        As a result of the merger, each share of Bruker AXS stock was converted into the right to receive, at the election of the stockholder, either (i) 0.63 of a share of Bruker Daltonics common stock or (ii) consideration of substantially equivalent value, payable 75% in Bruker Daltonics common stock and 25% in cash, with the cash portion calculated based on $4.418, which is the average closing price for Bruker Daltonics common stock for twenty trading days randomly selected from the thirty-day period ending on June 26, 2003, multiplied by 0.63. The combined company has been named Bruker BioSciences Corporation and will begin trading on NASDAQ under the ticker symbol BRKR at the open of market today.

        In connection with the merger, Bruker BioSciences has formed two operating subsidiaries, Bruker AXS Inc. and Bruker Daltonics Inc., into which it has transferred substantially all of the assets and liabilities, except cash, which formerly belonged to Bruker AXS and Bruker Daltonics, respectively.

        As a result of the merger, Bruker BioSciences expects to offer a significantly broader technology base and product portfolio, as well as an increased global distribution, sales and service infrastructure, while retaining the entrepreneurial spirit and impressive growth of the two individual companies. Bruker BioSciences will have a more diversified customer base including pharmaceutical, diagnostics, biotech and other industrial companies, as well as other academic, medical school and governmental customers.

        "Today Bruker Daltonics and Bruker AXS come together as operating companies of Bruker BioSciences," said Frank H. Laukien, Ph.D., Chairman, President and Chief Executive Officer of Bruker BioSciences. "We are excited about the opportunity to combine forces with Bruker AXS and strengthen our presence in the marketplace, particularly in proteomics."

        Dr. Martin Haase, Vice Chairman and Senior Vice President of Bruker BioSciences commented: "The combination of Bruker AXS and Bruker Daltonics will bring together the technologies of mass spectrometry and X-ray analysis, allowing us to provide our life science and materials research customers with an even broader range of products. Additionally, operating as one public company will provide various general and administrative cost benefits."

        The combined Company will host an investor and analyst open house at its headquarters in Billerica, Massachusetts, on Friday morning, July 11, 2003, where management will outline its vision and plans for the combined Bruker BioSciences Corporation.

ABOUT BRUKER BIOSCIENCES

        Bruker BioSciences, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker Daltonics Inc. and Bruker AXS Inc. For more information on Bruker BioSciences, please refer to the joint S-4 proxy statement/prospectus that was filed with the SEC on May 20, 2003.

Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. Its substantial investment in research and development allows it to design, manufacture and market a broad array of products intended to meet the rapidly growing needs of a diverse customer base, including pharmaceutical companies, biotechnology companies, proteomics companies, molecular diagnostics companies, academic institutions and government agencies. Bruker Daltonics has

diverse technology platforms which integrate automated sample preparation and clean-up, advanced front-end AnchorChip MALDI targets and API source technology with cutting-edge proprietary MALDI-TOF, MALDI-TOF/TOF, ESI-(Q-q-)TOF, ion trap and (Q-q-)FTMS mass analyzers, as well as analysis and bioinformatics software. Bruker Daltonics is also a worldwide leader in supplying mass spectrometry-based systems for substance detection and pathogen identification in security and defense applications. For more information about Bruker Daltonics, please visit www.bdal.com

Bruker AXS is a leading developer and provider of life science and advanced materials research tools based on X-ray technology. The company develops, manufactures and markets worldwide advanced X-ray solutions for the three-dimensional structure determination of biological and chemical compounds, as well as for advanced materials research and analysis. Its diverse customer base includes pharmaceutical and biotechnology companies, advanced materials, semiconductor, synthetic polymer, and basic materials companies, as well as university and government research customers. Applications include x-ray crystallography for structural proteomics, and automated systems for combinatorial materials sciences. Bruker AXS has one of the most diverse set of x-ray technology platforms for molecular and materials analysis. For more information about Bruker AXS, please visit www.bruker-axs.com

CAUTIONARY STATEMENT

        Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the companies' reorganization strategies, integration risks, failure of conditions, technological approaches, product development, market acceptance, cost and pricing of the companies' products, changes in governmental regulations, capital spending and government funding policies, FDA and other regulatory approvals to the extent applicable, competition, the intellectual property of others, patent protection and litigation. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-K for the year ended December 31, 2002, our most recent quarterly reports on Form 10-Q, our current reports on Form 8-K and the joint proxy statement/prospectus filed in connection with the merger. We disclaim any intent or obligation to update these forward-looking statements.

FOR FURTHER INFORMATION: Michael Willett,
Investor and Public Relations Officer
Tel: (978) 663-3660, ext. 1411
Email: michael.willett@bdal.com

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Exhibit 99.1

Bruker Daltonics and Bruker AXS Announce Closing of Merger