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): September 27, 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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 of the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Item 1.01.  Entry into a Material Definitive Agreement

On September 27, 2004, Bruker BioSciences Corporation (the “Company”) entered into an Employment Offer Letter with William J. Knight whereby Mr. Knight shall serve as the Company’s Chief Financial Officer, effective as of October 25, 2004.  Under the Agreement, Mr. Knight will receive an annual salary of $225,000.  Mr. Knight will also be eligible for an annual cash bonus of up to $60,000.

Pursuant to his Employment Offer Letter, dated September 27, 2004, Mr. Knight was granted an option under the Company’s Amended and Restated 2000 Stock Option Plan to purchase 125,000 shares of the Company’s common stock, at a purchase price equal to the Nasdaq closing price for the Company’s securities on October 25, 2004, his starting date.  Such option shall have a 10 year term and shall vest 20% of the total number of shares subject to the option on each of the first five anniversaries of the grant date.  In addition, when the Company makes its annual stock option grants in 2005, Mr. Knight will be eligible for a grant of an option to purchase 25,000 shares of the Company’s common stock, subject to the Compensation Committee’s approval; in subsequent years, Mr. Knight will be eligible for a grant of an option to purchase 50,000 shares of the Company’s common stock, subject to the Compensation Committee’s approval.  Mr. Knight also receives other benefits as set forth in the Employment Offer Letter attached as Exhibit 10.25 to this Current Report.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 27, 2004, the Company appointed William J. Knight to serve as the Company’s Chief Financial Officer, effective as of October 25, 2004, as announced in the Company’s press release attached as Exhibit 99.1 to this Current Report.  Mr. Knight will serve as the Company’s principal financial officer and principal accounting officer, effective October 25, 2004.

Mr. Knight served as Chief Financial Officer of Anika Therapeutics, Inc., a provider of therapeutic products, from 2002-2004.  He also served as Chief Financial officer of Zycos, Inc., a developer of DNA-based therapeutic products, from 2000-2002, and as Chief Financial Officer of NMT Medical, Inc., a provider of cardiovascular and neurological medical devices, from 1998-2000.  Mr. Knight is 55 years old.

See disclosure under Item 1.01 above for material terms of Mr. Knight’s Employment Offer Letter and other material terms of his employment.

Item 9.01.  Financial Statements and Exhibits

(c)   Exhibits.  The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with this report.

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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: October 12, 2004	By:	/s/ Frank H. Laukien, Ph.D.
		Frank H. Laukien, Ph.D.
		Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit No.	Description
10.25	Employment Offer Letter dated as of September 27, 2004 from Bruker BioSciences Corporation to William J. Knight.
10.26	Company’s Form of Incentive Stock Option Agreement.
99.1	Press Release, dated October 12, 2004.

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EX-10.25

Exhibit 10.25

Mr. William J. Knight

39 Bare Hill Road

Boxford, MA  01921

Home: (978) 887-6085

Email: billjknight@msn.com

                                                                                                                                September 25, 2004

Dear Bill:

Following up on my verbal job offer to you, and your verbal acceptance yesterday, it is my great pleasure to formally offer to you the position of Bruker BioSciences Corporation’s (NASDAQ: BRKR)

Chief Financial Officer,

starting on October 25, 2004, at a 2004/2005 base salary of $225,000 p.a.

PLEASE NOTE THAT THIS OFFER IS CONTINGENT UPON APPROVAL BY THE BOARD OF BRUKER BIOSCIENCES CORP., AND THAT THE COMPENSATION PACKAGE IS CONTINGENT UPON APPROVAL BY THE COMPENSATION COMMITTEE OF OUR BOARD.

I am optimistic that these approvals will be forth-coming shortly, and in fact I have scheduled a telephonic Board meeting this Monday, Sept. 27, at 3 p.m. EDT.

This offer is valid until October 1^st, 2004, but hopefully we can both sign it this Monday, Sept. 27^th, when we meet in my office at 5 p.m.

In your position as CFO of the Corporation you obviously will have primary responsibility for our finance and accounting function, our SEC and other statutory financial and tax reporting and filings, for dealing with our auditors, for internal controls and Sarbanes-Oxley compliance, as well as investor relations.  In addition, as we have discussed during various interviews, we are looking forward to your strong operational involvement in the senior management teams of both of our operating companies.  I am also looking forward to your involvement in strategic planning, business development, and other business issues from time to time.

You will be based in our Billerica, Massachusetts (USA) headquarters, reporting to me.  No relocation is required or contemplated for this position.

Once you have give notice to your present employer, we should issue a BRKR press release announcing your appointment, either in early October, or on October 25^th.  We also need to file an 8-k with the SEC on that day.

Compensation & Benefits

Your 2004/2005 base salary will be $225,000 p.a., paid bi-weekly in arrears.  The compensation committee of our Board would typically review your base salary for the first time in March-April 2006, with a salary adjustment retroactive as of 1/1/06, and then annually thereafter.

You are eligible for an annual bonus opportunity of up to $60,000, payable typically in March-April of the subsequent year, after our annual 10-k filing.  The compensation committee of our Board will subsequently establish certain annual quantitative and qualitative objectives related to this bonus opportunity.

You will receive a grant of Incentive Stock Options for 125,000 shares of the Common Stock of this Corporation at a purchase price to be the NASDAQ closing price for BRKR shares on October 25, 2004, such grant to vest 20% on each of the first five anniversary dates thereof and such grant to be evidenced by the execution of this Corporation’s standard Incentive Stock Option Agreement.

When this Corporation makes its 2005 yearly stock option grants, which typically occurs in the April-May timeframe, you will be eligible for a grant of 25,000 additional options, and it is anticipated that you will receive an additional 50,000 options on a yearly basis thereafter, such future grants subject to approval by the Board’s compensation committee.

You will immediately have full seniority for vacation purposes and start with fifteen (15) paid vacation days.

Finally, you and your family will also receive our standard medical, dental, life insurance, 401K, and other benefits, etc.  On Monday, we can arrange for a walk-through of our benefits by our HR person in Billerica.

Other Terms & Conditions

This offer, if accepted, establishes an at-will employment relationship which may be terminated at any time for any reason by either party by giving notice in writing 6 weeks before the day of final departure.  This period may be lengthened or shorted by mutual agreement.

If your employment is terminated within 12 months after the acquisition by a third party of all or substantially all of the business of BRKR by merger, sale of stock, substantially all assets or otherwise, you shall receive a continuation of your salary and benefits at your then current salary level for a period of three months.

In consideration of your employment by the Company, and of the salary or wages paid for your services in the course of such employment, you hereby further agree:

(1)	not to disclose at any time (except as required by your duties), either during, or subsequent to, your employment, any financial, technical or business information, which are of a secret or Company confidential nature;
(2)	not to work for, consult for, or otherwise provide services for, a direct competitor of the Company for one (1) year after the termination for any reason of your employment with the Company. A direct competitor of the Company is defined as any person or entity which manufactures, designs, markets or sells either mass spectrometers, or x-ray analytical instrumentation;
(3)	during the period of your employment with the Company and for a period of one (1) year after the termination thereof, not to, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage the Company’s (a) relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from the Company; or (b) business by soliciting, encouraging or attempting to hire any of the Company’s employees or causing others to solicit or encourage any of the Company’s employees to discontinue their employment with the Company; and
(4)	not to establish or maintain any material form of additional, non-Company related business connection with any customer or supplier of the Company, or the Company itself, unless written permission from an authorized officer of the Company is obtained prior to the establishment of such additional business connection.

Bill, as you know, everyone you have met at Bruker BioSciences and Bruker Daltonics, as well as on our Board, will be enthusiastic to have you as our new CFO.  Personally, I am very much looking forward to working with you to further grow BRKR into an all-around world-class company.

Sincerely,

/s/ Frank H. Laukien, Ph.D.

Bruker BioSciences Corporation

Frank H. Laukien, Ph.D.

Chairman, President & CEO

Read, understood and accepted:

/s/ William J. Knight

William J. Knight

Date: September 27, 2004

EX-10.26

Exhibit 10.26

BRUKER BIOSCIENCES CORPORATION

STOCK OPTION AGREEMENT

UNDER STOCK OPTION PLAN

INCENTIVE STOCK OPTION

AGREEMENT entered into DATE by and between Bruker BioSciences Corporation, a Delaware corporation with a principal place of business in Billerica, Massachusetts (the “Company” ), and the undersigned employee (the “Employee”) of the Company or one of its subsidiaries (the Company and its subsidiaries herein together referred to as the “Company”).

1.The Company desires to grant the Employee an incentive stock option under the Company’s Amended and Restated 2000 Stock Option Plan (the “Plan”) to acquire shares of the Company’s common stock, $.01 par value per share (the “Shares”).

2.Section 6 of the Plan provides that each option is to be evidenced by an option agreement, setting forth the terms and conditions of the option.

ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Employee hereby agree as follows:

1.Grant of Option.  The Company hereby irrevocably grants under the Plan and subject to the terms and conditions of the Plan to the Employee an incentive stock option (the “Option”) to purchase all or any part of an aggregate of # OFShares on the terms and conditions hereinafter set forth.

2.Purchase Price.  The purchase price (“Purchase Price”) for the Shares covered by the Option shall be PRICE per Share.

3.Time of Exercise of Option.

(a)The Option shall not be exercisable prior to one (1)year from grant.  Thereafter, the Option shall only be exercisable as follows:

	Percentage of
	Shares Becoming		Cumulative
	Available for		Percentage
On or After	Exercise		Available
12 months	20	%	20	%
24 months	20	%	40	%
36 months	20	%	60	%
48 months	20	%	80	%
60 months	20	%	100	%

4.Term of Options; Exercisability.

(a)Term.

(1)Each Option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided.

(2)Except as otherwise provided in this Section 4, if the Employee ceases to be an employee of the Company, the Option granted to the Employee hereunder shall terminate on the day the Employee ceases to be an employee of the Company, or on the date on which the Option expires by its terms, whichever occurs first, and such Option shall not be exercisable after such date.

(3)If such termination of employment is because the Employee has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), such Option shall terminate thirty (30) days from the date the Employee ceases to be an employee, or on the date on which the Option expires by its terms, whichever occurs first.

(4)In the event of the death of the Employee, the Option granted to the Employee shall terminate ninety (90) days from the date of death, or on the date on which the Option expires by its terms, whichever occurs first.

(b)Exercisability.

(1)If the Employee ceases to be an employee of the Company, the Option granted to the Employee hereunder shall be exercisable only to the extent that the right to purchase Shares under such Option has accrued and is in effect on the date such Employee ceases to be an employee of the Company.

(2) No partial exercise may be made for less than fifty (50) full Shares.

(3)In the event of the death of the Employee, the Option granted to such Employee may be exercised by the estate of such Employee, or by any person or persons who acquired the right to exercise such Option by will or pursuant to the laws of descent and distribution as a result of the death of such Employee.

5.Manner of Exercise of Option.

(a)To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares exercised and accompanied by payment in full for such Shares.  Payment shall be wholly in cash or by check payable to the order of the Company.  Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company.

(b)The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the

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requirements of the Option.  The Employee shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option.

6.Non-Transferability.  The right of the Employee to exercise the Option shall not be assignable or transferable by the Employee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Employee only by him or her.  The Option shall be null and void and without effect upon the bankruptcy of the Employee or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, divorce, trustee process or similar process, whether legal or equitable, upon the Option.

7.(a)Representation Letter and Investment Legend.

(i)In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, upon any date on which the Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an “investment legend”, so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.

(ii)The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of Shares.

(b)Holding of Incentive Stock Option Shares; Legend.  In order to enable the Company to determine when it is entitled to a tax deduction upon the disposition of any Shares issued upon exercise of this Option, for the periods during which such a disposition would entitle the Company to such a deduction (generally, a disposition within two years from the date of grant of the Option or within one year from the date of exercise of the Option will entitle the Company to a deduction), all stock certificates of such Shares shall be held by the Employee in his or her name and not in the name of a broker, nominee or other person or entity, and shall bear a legend reflecting that such Shares were obtained upon exercise of an incentive stock option.  The Employee acknowledges that the Company may send a Form W-2, W-2c or substitute therefor, as appropriate, to the Employee with respect to any income recognized by the Employee upon a disposition of the Shares for the periods during which such a disposition would entitle the Company to such a deduction.  Nothing in this Section 7(b) shall restrict the Employee from selling, transferring or otherwise disposing of such Shares at any time, but only from holding such Shares in other than his or her own name.

8.Adjustments on Changes in Recapitalization, Reorganization and the Like. Adjustments on changes in recapitalization, reorganization and the like shall be made in accordance with Section 12 of the Plan, as in effect on the date of this Agreement.

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9.No Special Employment Rights.  Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Employee for the period within which this Option may be exercised.

10.Rights as a Shareholder.  The Employee shall have no rights as a shareholder with respect to any Shares which may be purchased by exercise of this Option unless and until a certificate or certificates representing such Shares are duly issued and delivered to the Employee.  Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

ll.Withholding Taxes.  Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to require the Employee to remit to the Company an amount sufficient to satisfy all Federal, foreign, state and local withholding tax requirements prior to issuance of the Shares and the delivery of any certificate or certificates for such Shares.

12.Qualification under Section 422.  It is understood and intended that the Option granted hereunder shall qualify as an “incentive stock option” as defined in Section 422 of the Code.  Accordingly, the Employee understands that in order for the Employee to obtain the benefits of an incentive stock option under Section 421 of the Code, no sale or other disposition may be made of any Shares acquired upon exercise of the Option within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after the grant of the Option.  If the Employee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any such Shares within said periods, he or she will notify the Company within thirty (30) days after such disposition.

13.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereto affixed by its officer thereunto duly authorized, and the Employee has hereunto set his or her hand and seal, all as of the day and year first above written.

EMPLOYEE	BRUKER BIOSCIENCES CORPORATION
	By:
Name:	Title:
Address:
Social Security No.:
Accept:      o             Decline:      o

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EXHIBIT 1

TO STOCK OPTION AGREEMENT

Ladies and Gentlemen:

In connection with the exercise by me as to # OF shares of common stock, par value $.01 per share, of Bruker BioSciences Corporation (the “Company”) under the incentive stock option dated DATE granted to me under the Amended and Restated 2000 Stock Option Plan, I hereby acknowledge that I have been informed as follows:

1.The shares of common stock of the Company to be issued to me pursuant to the exercise of said option have not been registered under the Securities Act of 1933, as amended (the “Act”), and accordingly, must be held indefinitely unless such shares are subsequently registered under the Act, or an exemption from such registration is available.

2.Routine sales of securities made in reliance upon Rule 144 under the Act can be made only after the holding period and in limited amounts in accordance with the terms and conditions provided by that Rule, and in any sale to which that Rule is not applicable, registration or compliance with some other exemption under the Act will be required.

3.The Company is under no obligation to me to register the shares or to comply with any such exemptions under the Act.

4.The availability of Rule 144 is dependent upon adequate current public information with respect to the Company being available and, at the time that I may desire to make a sale pursuant to the Rule, the Company may neither wish nor be able to comply with such requirement.

In consideration of the issuance of certificates for the shares to me, I hereby represent and warrant that I am acquiring such shares for my own account for investment, and that I will not sell, pledge or transfer such shares in the absence of an effective registration statement covering the same, except as permitted by the provisions of Rule 144, if applicable, or some other applicable exemption under the Act.  In view of this representation and warranty, I agree that there may be affixed to the certificates for the shares to be issued to me, and to all certificates issued hereafter representing such shares (until in the opinion of counsel, which opinion must be reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary or required) a legend, as follows:

“The shares of common stock represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended, and were acquired by the registered holder pursuant to a representation and warranty that such holder was acquiring such shares for his own account and for investment, with no intention to transfer or dispose of the same, in violation of the registration requirements of that Act.  These shares may not be sold, pledged or transferred in the absence of an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel, which opinion is reasonably satisfactory to counsel to the Company, to the effect that registration is not required under said Act.

In the event that the shares of common stock represented by this certificate are transferred within the two year period commencing on the date of this certificate, contemporaneous notice of such transfer must be provided to the Company.”

I further agree that the Company may place a stop order with its Transfer Agent, prohibiting the transfer of such shares, so long as the legend remains on the certificates representing the shares.

Very truly yours,

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EX-99.1

Final

Exhibit 99.1

Bruker BioSciences Appoints William Knight as Chief Financial Officer

Billerica, Massachusetts (BUSINESS WIRE) — October 12, 2004 —  Bruker BioSciences Corporation (NASDAQ: BRKR) today announces that Mr. William J. Knight has been appointed as its new Chief Financial Officer, effective as of October 25, 2004, based in Massachusetts.  Mr. Knight has eight years of experience as a Chief Financial Officer in the biotechnology and medical device industries, and nearly thirty years of experience in senior financial management and public accounting, including sixteen years with international manufacturers of scientific instruments.

Mr. Knight was most recently Chief Financial Officer of Anika Therapeutics Inc., a publicly traded medical device company located in Woburn, MA.  Previously, Mr. Knight served as Chief Financial Officer for Zycos Inc., a private biotechnology company, as well as for NMT Medical Inc. and Zoll Medical Corp., both publicly traded medical device companies.  From 1982 to 1996, Mr. Knight was one of the founders and senior executives of Analytical Technology Inc., a scientific instrumentation company with 1995 revenues of $125 million.  Mr. Knight is a certified public accountant and began his career as an auditor with Grant Thornton.  He holds a bachelor’s degree in business administration from the University of Wisconsin.

William Knight, appointed CFO of Bruker BioSciences, stated: “My roots are in scientific instrumentation and I have known and admired Bruker for many years as a world class group of companies.  I have been impressed with the enthusiasm and commitment of all members of the Bruker BioSciences team and I look forward to being part of this dynamic company.”

Frank Laukien, President and CEO of Bruker BioSciences, commented: “Bill has an excellent background and the experience to be a strong CFO for our Company.  I am very pleased to have Bill join our management team, and I am confident that he will contribute significantly to our financial success, operational excellence and shareholder value.”

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.  Bruker Daltonics also offers a broad line of nuclear, biological and chemical (NBC) detection products for defense and homeland security.  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, 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.

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