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):  November 3, 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

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:

oWritten communications pursuant to Rule 425 under the Securities Act

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

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

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

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

On January 7, 2004 Bruker Biosciences Corporation (the “Company”) issued the press release attached hereto as Exhibit 99.1 to report the resignation of Dr. Martin Haase from its Board of Directors, effective December 31, 2004.  On November 3, 2004, the Company’s Board of Directors elected Jörg C. Laukien as a Class III director, effective January 1, 2005.  The other directors in Class III are serving terms that expire at the Company’s Annual Meeting of Stockholders in 2006; however, Mr. Jörg Laukien’s term shall expire at the Company’s Annual Meeting of Stockholders in 2005.

Neither the departing Dr. Haase nor Mr. Jörg Laukien are deemed independent directors.  Mr. Jörg Laukien owns 14.3% of the stock the Company.  The Board of Directors did not elect Mr. Jörg Laukien pursuant to any arrangements or agreement between Mr. Jörg Laukien and the Company.  Mr. Jörg Laukien has not been, nor at the time of this disclosure is he expected to be, named to any committee of the Board of Directors.

The Company is affiliated with Bruker Physik AG, Bruker Optics Inc., Bruker BioSpin Invest AG, Techneon AG, Bruker BioSpin Inc. and their respective subsidiaries, collectively referred to as the Bruker affiliated companies, through common control at the stockholder level, as its five largest stockholders are the controlling stockholders of these entities.  The Company’s five largest stockholders are Frank H. Laukien, Dirk D. Laukien, Isolde Laukien, Jörg C. Laukien and Marc M. Laukien. Isolde Laukien is the mother of Dirk and Marc Laukien. Jörg, Frank, Dirk and Marc are brothers or half-brothers.

Mr. Jörg Laukien is a director and President of Bruker BioSpin MRI, Inc., President of Bruker BioSpin MRI GmbH, President of Bruker Elektronic GmbH, a director of Bruker BioSpin Inc, a director of Bruker BioSpin SA, a director of Bruker BioSpin s.r.l., and a director of Techneon AG.  Additionally, Mr. Jörg Laukien beneficially owns directly or indirectly more than 10% of the stock of each of the Bruker affiliated companies.

Additional information regarding the transactions between the Company and the Bruker affiliated companies is set forth under the caption labeled “Certain Relationships and Related Transactions” in the Company’s Proxy Statement for the 2004 Annual Meeting of Stockholders held on May 5, 2004, filed with the Securities and Exchange commission on April 5, 2004 (the “Proxy Statement”), beginning on page 8 in the Proxy Statement, and the information under such caption in the Proxy Statement is incorporated into this Item 5.02 by reference.

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.

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)
Date: November 9, 2004	By:	/s/ Frank H. Laukien, Ph.D.
		Frank H. Laukien, Ph.D.
		Chief Executive Officer and President

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 7, 2004.
99.2	Information under the caption “Certain Relationships and Related Transactions” in the Proxy Statement (incorporated herein by reference).

4

EX-99.1

Exhibit 99.1

Bruker BioSciences Announces Departure of Dr. Martin Haase

BILLERICA, Mass.—(BUSINESS WIRE)—Jan. 7, 2004—Bruker BioSciences Corporation (NASDAQ: BRKR) today announced that Dr. Martin Haase will leave the Company at the end of April 2004 to pursue other interests. Dr. Haase presently serves as Senior Vice President of Bruker BioSciences, and as President and CEO of its operating subsidiary Bruker AXS Inc.

It is intended that Dr. Martin Haase will continue in his present positions until April 30, 2004, working closely with Bruker BioSciences President and CEO Frank Laukien, to ensure continuity and the completion of the previously announced restructuring of the Bruker AXS life-science business. Moreover, Dr. Haase will continue to serve on the Board of Directors of Bruker BioSciences until December 2004.

Dr. Martin Haase commented: “For personal reasons, I have decided to leave the x-ray analysis business after almost 18 exciting years to pursue other interests. I am confident that Bruker AXS will do very well in the future, as it has a capable management team, and is well positioned to benefit from the investments we have made in recent years as part of Bruker BioSciences Corporation. I wish our Bruker AXS management team and employees all the best for a bright future. Finally, I would like to thank the Board, the shareholders, our collaborators and partners for their trust and excellent cooperation over the years.”

Frank H. Laukien, Ph.D., President and CEO of Bruker BioSciences, stated: “On behalf of the Company, I would like to thank Martin for his leadership and his many contributions to our x-ray solutions business over so many years. It has been a pleasure for me personally to work with Martin since 1997, and we all wish Martin the very best for his future endeavors.”

ABOUT BRUKER BIOSCIENCES CORP.

Bruker BioSciences, 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. For more information about Bruker BioSciences Corporation, 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.

CONTACT: Bruker BioSciences Corporation

Michael Willett, 978-663-3660, ext. 1411

ir@bruker-biosciences.com

SOURCE: Bruker BioSciences Corporation