-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHpWrGn5I8cYeDMBQn5Jh2by5iaiiKNPkpWT0i9yuq7kH/jT3MjdW2+gIFNFIHpo F1p9Y5aY94KMwPDVe4Ni4A== 0001047469-03-033963.txt : 20031022 0001047469-03-033963.hdr.sgml : 20031022 20031022114824 ACCESSION NUMBER: 0001047469-03-033963 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031020 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUKER BIOSCIENCES CORP CENTRAL INDEX KEY: 0001109354 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 043110160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 03951248 BUSINESS ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 MAIL ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: BRUKER DALTONICS INC DATE OF NAME CHANGE: 20000315 8-K 1 a2120768z8-k.htm FORM 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): October 20, 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 Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)

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




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)
    Exhibits

 
Number

  Description

  99.1   Bruker BioSciences Corporation press release dated October 20, 2003.

Item 12. Results of Operations and Financial Condition

        On October 20, 2003, Bruker BioSciences Corporation announced a restructuring plan. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

        The information provided in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and 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 filing.



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: October 22, 2003

 

By:

/s/  
LAURA FRANCIS      
Laura Francis
Chief Financial Officer and Treasurer

Exhibit Index

Number

  Description

99.1   Bruker BioSciences Corporation press release dated October 20, 2003.



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SIGNATURES
EX-99.1 3 a2120768zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1


Bruker BioSciences Announces Post-Merger Restructuring

Company to Consolidate Certain Production Sites While Strengthening Sales and Customer Support

        Billerica, Massachusetts, October 20, 2003 (Business Wire)—Bruker BioSciences Corporation (NASDAQ:BRKR) today announced a plan to consolidate two of its smaller production facilities with existing larger production facilities in the U.S. and Europe. This restructuring has already been partially implemented and is expected to be finalized in the second quarter of 2004.

        Following the July 1st, 2003 merger of Bruker Daltonics and Bruker AXS, Bruker BioSciences has analyzed additional opportunities to drive its operating performance. The restructuring plan announced here goes beyond the original merger plan, and reflects the Company's commitment to cost-cutting and bottom-line improvement.

        As part of the restructuring, the Bruker AXS business will consolidate its life sciences x-ray systems production in Madison, Wisconsin (USA), and will outsource or transfer to its other production centers the manufacturing of certain Bruker-Nonius technologies. Bruker-Nonius, a subsidiary of Bruker AXS located in Delft, The Netherlands, will strengthen its focus on applications and product development for life science x-ray crystallography and structural proteomics, as well as on marketing and customer support.

        In addition, the Bruker Daltonics business will phase out manufacturing of substance detection products at its Faellanden, Switzerland site by the end of the second quarter of 2004. Due to this overall manufacturing consolidation, Bruker BioSciences expects to improve its operating performance by $2.5-3.0 million p.a. pre-tax, beginning in the third quarter of 2004.

        Bruker BioSciences incurred associated restructuring costs of approximately $2.7 million in the third quarter of 2003, including non-cash charges for the write-down of goodwill and intangible assets of $1.2 million. These restructuring costs are separate from any anticipated special charges which were previously discussed in our S-4 filing in connection with the merger, including merger charges for acquired research and development, merger related costs and impairment of acquired assets.

        "With the completion of the merger, we are pushing forward with a number of initiatives designed to further drive our top- and bottom-line growth," said Frank Laukien, President and CEO of Bruker BioSciences. "Beyond the merger synergies that we had discussed previously, we saw an opportunity for additional cost savings by improving our overall manufacturing efficiency. At the same time, we continue to gradually expand our global sales and customer support capabilities, commensurate with our growth objectives."

        Martin Haase, President and CEO of Bruker AXS and Senior Vice President of Bruker BioSciences, commented: "We believe this restructuring is an important step towards improved efficiency of operations at Bruker BioSciences. This plan is expected to reduce our fixed cost of operations as well as overhead costs significantly, and is designed to improve our gross and operating margins. We maintain our strong focus on R&D and product innovation, which is the key to our future top- and bottom-line growth."

ABOUT BRUKER BIOSCIENCES

        Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker AXS Inc. and Bruker Daltonics Inc. Bruker AXS is a leading developer and provider of life science and advanced materials research tools based on X-ray technology. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. For more information, please visit www.bruker-biosciences.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 Company's reorganization strategies, integration risks, failure of conditions, technological approaches, product development, market acceptance, cost and pricing of the Company's 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 Relations Officer
Tel: (978) 663-3660, ext. 1411
Email: michael.willett@bdal.com



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Bruker BioSciences Announces Post-Merger Restructuring
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