-----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, PM/lSmOAQCbLjLTRHOnc62KMdA4B2EvJ06C5EPbL5FKncScu7qb1mC8w0B2SKaY8 xuKM69K60/UcDOA16fKkcQ== 0001104659-05-050319.txt : 20051026 0001104659-05-050319.hdr.sgml : 20051026 20051026163533 ACCESSION NUMBER: 0001104659-05-050319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051021 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 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: 051157450 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 a05-18960_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): October 21, 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

 

 



 

Item 1.01  Entry into a Material Definitive Agreement.

 

On October 21, 2005, our Bruker AXS Inc. subsidiary (“BAXS”) executed a binding agreement to acquire the X-ray microanalysis business of Princeton Gamma-Tech Instruments, Inc. (“PGT”), which is based in Rocky Hill, New Jersey (the “Asset Purchase Agreement”).   At the closing, which is expected to occur in the fourth quarter of 2005, BAXS will pay an aggregate of $1,885,000 of consideration to PGT, of which $435,000 shall be held in escrow for twelve months pending the satisfaction of the non-competition and non-solicitation covenant in the Asset Purchase Agreement.  Other than the Asset Purchase Agreement and the transactions contemplated thereby, there is no relationship between BAXS and its affiliates and any other party to the Asset Purchase Agreement.

 

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by the terms and conditions of Asset Purchase Agreement, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for period ending September 30, 2005, with portions omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

Item 9.01.  Financial Statements and Exhibits.

 

(c)                                  Exhibits.  The following exhibits are filed with this report:

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release dated October 26, 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: October 26, 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

 

 

 

99.1

 

Press Release dated October 26, 2005.

 

4


EX-99.1 2 a05-18960_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

Bruker AXS Announces Agreement to Acquire the Princeton Gamma-Tech (PGT) X-Ray Microanalysis Business

 

ROCKY HILL, New Jersey  - October 26, 2005 -  Bruker AXS Inc. today announced an agreement to acquire the PGT X-ray microanalysis business with annual revenues of $5-6 million from Princeton Gamma-Tech Instruments, Inc. The terms of the transaction were not disclosed, and the acquisition is expected to close in the fourth quarter of 2005.

 

On October 14, 2005, Bruker AXS had announced an agreement to acquire Roentec AG, an X-ray microanalysis company based in Berlin, Germany. After the closing of both transactions, Roentec AG and the PGT Microanalysis Business will be combined into the new ‘Bruker AXS Microanalysis Group’, which will focus on the $150 million per annum global X-ray microanalysis market.

 

The PGT microanalysis business features an excellent X-ray microanalysis product line, with advanced technology, and many outstanding data acquisition and analysis software features. Moreover, the PGT microanalysis business has extensive distribution and service capabilities in the United States, the United Kingdom and France.

 

Roentec, a broad-based X-ray instrumentation company, has a technically leading microanalysis product line with outstanding detector technology and ultra-fast acquisition electronics. Roentec also has developed unique mobile systems for the XRF microanalysis of works of art, as well as novel transportable Total Reflection X-ray Fluorescence (TXRF) systems for elemental trace analysis in liquids, e.g. for environmental or beverage analysis. Roentec has established good distribution and service capabilities in continental Europe, as well as in selected other countries.

 

Roger Durst, Ph.D., Bruker AXS Executive Vice President, commented: “Roentec and PGT both have excellent technology and products, and both have a strong customer base in complementary geographical markets. However, both companies also have been distribution-limited and at a size disadvantage relative to their larger competitors. We believe that their combined product line and software, further enhanced by additional technologies from Bruker AXS, can offer leading capabilities, as well as extensive service and support coverage to X-ray microanalysis customers anywhere in the world.”

 

Background on X-Ray Microanalysis Market

 

The X-ray microanalysis market consists of X-ray accessories for scanning and transmission electron microscopes, as well as of stand-alone micro X-ray fluorescence (XRF) spectrometers.  X-ray microanalysis is considered to be one of the faster growing segments of the overall X-ray analysis market. Applications of X-ray microanalysis include nanotechnology and advanced materials research, as well as materials analysis and quality control, with customers in industry, academia and government research facilities.

 

Bruker AXS, a technology and market leader in X-ray diffraction (XRD) systems for advanced materials and nanotechnology research, in X-ray single crystal diffraction (SCD crystallography) systems for small molecule and protein 3D structural analysis, and in X-ray fluorescence (XRF)

 



 

elemental analysis for a variety of materials analysis and quality control applications, so far has not participated in the X-ray microanalysis market segment. For more information, please visit www.bruker-axs.com

 

ABOUT BRUKER BIOSCIENCES (NASDAQ: BRKR)

 

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.  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 annual report on Form 10-K for the year ended December 31, 2004, 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

 

 

Public Relations & Investor Relations Officer

 

 

Tel. (978) 663-3660 ext. 1411

 

 

Michael.Willett@bruker-biosciences.com

 


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