-----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, MG/G5PpPPwwc2tb6un5mSdns0rKKQFySfmEtL5kQXtVnr8Fw6j9daHzmS6MxUZ51 LfBsrXwpY858Eij8LrzuAg== 0001104659-05-011329.txt : 20050316 0001104659-05-011329.hdr.sgml : 20050316 20050316121212 ACCESSION NUMBER: 0001104659-05-011329 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050302 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 05684099 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/A 1 a05-5187_18ka.htm 8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K/A

 

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 2, 2005

 

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:

 

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

 

 



 

This Form 8-K/A amends an earlier report on Form 8-K filed by Bruker BioSciences Corporation on March 3, 2005 (such report is referred to herein as the “Original Report”) to correct certain information regarding the company’s financial results as of and for the fourth quarter and year ended December 31, 2004.

 

Item 2.02.  Results of Operations and Financial Condition

 

The information in this Current Report on 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, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

On March 2, 2005, Bruker BioSciences Corporation issued a press release announcing financial results as of and for the fourth quarter and year ended December 31, 2004.  A copy of the press release was attached as Exhibit 99.1 to the Original Report.  On March 16, 2005, Bruker BioSciences Corporation issued a press release announcing revised financial results as of and for the fourth quarter and year ended December 31, 2004 and disclosing a material weakness in internal control over financial reporting.  The press release is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(c)

 

Exhibits

 

Exhibit
Number

 

 

 

 

 

99.1

 

Press release dated March 16, 2005.

 

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: March 16, 2005

By:

 

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

 

 

Frank H. Laukien, Ph.D.
Chief Executive Officer and President

 

 

3



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated March 16, 2005.

 

Furnished herewith*

 

 


*   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.

 

4


EX-99.1 2 a05-5187_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Bruker BioSciences to Report a Material Weakness in Internal Controls, Will
Request Extension of 10-K Filing and Expects An Increased 2004 Net Loss

 

Billerica, Massachusetts, March 16, 2005 – Bruker BioSciences Corporation (NASDAQ: BRKR) today announces that it has  been made aware of several fiscal year 2004 audit adjustments this week, which are expected to have a negative impact on its previously reported financial results for the year 2004.  Moreover, the Company also has received a revised, higher tax assessment from the German tax authorities after its March 2, 2005 release of 2004 financial results.  Accordingly, the Company intends to request from the SEC a fifteen-day extension to its  2004 Form 10-K filing deadline, and will schedule a conference call to discuss the revised financial statements at the time of the 10K filing.

 

In view of these audit adjustments, the Company now expects to report, in accordance with the Sarbanes-Oxley Act, a material weakness in its internal controls at one of its subsidiaries, and it believes that its independent registered accountants will concur with management’s assessment.

 

William Knight, Chief Financial Officer of Bruker BioSciences, stated: “We had previously reported a GAAP net loss of $(0.06) per diluted share for the year ended December 31, 2004.  Subject to some uncertainty, as we are still reviewing all quarters of 2004, we now expect that the combined effect of these audit adjustments and the higher tax assessment in Germany will increase our 2004 GAAP net loss to $(0.07) to $(0.09) per diluted share, with audit adjustments affecting several quarterly results during 2004.  These adjustments should not have any effect on our 2005 goals and first quarter 2005 guidance.”

 

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 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.

 

Contact:

 

 

 

 

 

 

 

William Knight, Chief Financial Officer

 

 

Tel. 978-663-3660, ext. 1151

 

 

Email: ir@bruker-biosciences.com

 


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