-----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, NXVxjAi36JOOtQQ8sXMHsx/rswAU2JmWMCkqK8FFlMuEwKntZUlGj39Olfnt4rc3 we5giZJYw2jfaaaSya7hBg== 0001104659-04-008011.txt : 20040322 0001104659-04-008011.hdr.sgml : 20040322 20040319182753 ACCESSION NUMBER: 0001104659-04-008011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040319 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040322 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: 04680983 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 a04-3649_18k.htm 8-K

 

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): March 19, 2004

 

BRUKER BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-30833

 

04-3110160

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(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

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Bruker BioSciences Corporation press release dated March 19, 2004.

 

Item 9.   Regulation FD Disclosure

 

On March 19, 2004, Bruker BioSciences Corporation issued a press release announcing that it has filed a registration statement on Form S-3 with the Securities and Exchange Commission for an offering of 15,000,000 shares of its common stock, 3,000,000 of which are being offered by the company and 12,000,000 of which are being offered by four major non-management shareholders.  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.

 

2



 

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)

 

 

 

 

 

By:

/s/ Laura Francis

 

 

 

Laura Francis

 

Date: March 19, 2004

 

Chief Financial Officer and Treasurer

 

 

3



 

Exhibit Index

 

Number

 

Description

 

 

 

99.1

 

Bruker BioSciences Corporation press release dated March 19, 2004.

 

4


EX-99.1 3 a04-3649_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Bruker BioSciences Announces
Filing of S-3 Registration Statement

 

Billerica, Massachusetts  –  March 19, 2004  –  Bruker BioSciences Corporation (NASDAQ: BRKR) announced today that it has filed a registration statement on Form S-3 with the Securities and Exchange Commission for an offering of 15,000,000 shares of its common stock.  Of these 15,000,000 shares, the Company is offering 3,000,000 shares and four of its major non-management Laukien shareholders, specifically Isolde Laukien, Jörg Laukien, Dirk Laukien and Marc Laukien, are offering 12,000,000 shares, which would reduce the collective ownership of these four selling shareholders from 59.4% to 43.9% of BRKR’s outstanding common stock.  The Company and the selling shareholders have granted the underwriters the option to purchase an aggregate of 2,250,000 additional shares to cover over-allotment options, if any.  The Chairman, President and CEO of Bruker BioSciences Corporation, Frank H. Laukien, is not registering any of his BRKR shares in this S-3 filing.

 

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.  When available, copies of the preliminary 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 SEC but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  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.

 

Contacts:

Laura Francis, Chief Financial Officer

 

Tel:  (978) 663-3660

 

Email: ir@bruker-biosciences.com

 


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