-----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, Wb7DVkAwh2tTtF1fSVuVbuviI36yh/UGjc6Pk52jgupvCyrNlVWHcvz98VkR3fif cK3OZOHYUVHd7tyPJpqLcQ== 0001047469-04-013203.txt : 20040423 0001047469-04-013203.hdr.sgml : 20040423 20040423123438 ACCESSION NUMBER: 0001047469-04-013203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040423 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040423 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: 04750145 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 a2134569z8-k.htm FORM 8-K
QuickLinks -- Click here to rapidly navigate through this document



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): April 23, 2004

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 9.    Regulation FD Disclosure.

        On April 23, 2004, Bruker BioSciences Corporation announced that it has priced a public offering of 15,000,000 shares of its common stock, 3,000,000 of which are being sold by the Company and 12,000,000 of which are being sold by four selling stockholders, at $4.50 per share, generating net proceeds of approximately $12.6 million to the Company and approximately $50.5 million to the selling stockholders, in the aggregate. 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.

Exhibit
Number

  Description

 

 

 
99.1   Bruker BioSciences Corporation press release dated April 23, 2004.

        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: April 23, 2004

 

By:

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


Exhibit Index

Number

  Description

 

 

 
99.1   Bruker BioSciences Corporation press release dated April 23, 2004.



QuickLinks

SIGNATURES
Exhibit Index
EX-99.1 3 a2134569zex-99_1.htm EX-99.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 99.1

BRUKER BIOSCIENCES ANNOUNCES
PRICING OF COMMON STOCK OFFERING

        Billerica, Massachusetts—April 23, 2004—Bruker BioSciences Corporation (Nasdaq: BRKR) today announced that it has priced a public offering of 15,000,000 shares of its common stock, 3,000,000 of which are being sold by the Company and 12,000,000 of which are being sold by four selling stockholders, at $4.50 per share, generating net proceeds of approximately $12.6 million to the Company and approximately $50.5 million to the selling stockholders, in the aggregate. The Company has granted the underwriters an option to purchase up to an additional 450,000 shares of common stock and the selling stockholders have granted the underwriters an option to purchase up to an additional 1,800,000 shares of common stock to cover over-allotments, if any, which would generate additional net proceeds to the Company of approximately $1.9 million and additional net proceeds to the selling stockholders of approximately $7.7 million, if exercised in full.

        The Company anticipates using the net proceeds from this offering for general corporate purposes, potential acquisitions and possibly for the repayment of debt, although no potential debt has been targeted for repayment.

        Bear, Stearns & Co. Inc. and UBS Securities LLC are acting as the joint book-runners and SG Cowen is acting as co-manager for this offering. A copy of the final prospectus relating to this offering may be obtained from Bear, Stearns & Co. Inc., Prospectus Department, 383 Madison Avenue, New York, New York 10179 and from UBS Securities LLC, ECMG Syndicate, 299 Park Avenue, New York, New York 10171.

        A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BRUKER BIOSCIENCES

        Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker Daltonics Inc. and Bruker AXS Inc. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. Bruker AXS is a leading developer and provider of life science and advanced materials research tools based on X-ray technology.

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 annual report on Form 10-K for the year ended December 31, 2003, our most recent quarterly reports on Form 10-Q and our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements.

Contact:   Laura Francis, Chief Financial Officer
Tel: (978) 663-3660
    Email: ir@bruker-biosciences.com



QuickLinks

-----END PRIVACY-ENHANCED MESSAGE-----