-----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, SpdSgFkf66yLNTQ9pjBhSdQPEg5ccPA/w7AHx5c9DRkiu2xI07e0tUSGY578ZmUW a8pZhKXaPe26esUf+Yvc6w== 0001104659-06-044555.txt : 20060629 0001104659-06-044555.hdr.sgml : 20060629 20060629162421 ACCESSION NUMBER: 0001104659-06-044555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060629 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 06934056 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 a06-14700_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): June 29, 2006

 

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 8.01. Other Events.

On June 29, 2006, Bruker BioSciences Corporation (the “Company”) announced the results of its annual meeting of stockholders held today, June 29, 2006, in Boston Massachusetts. Over ninety-seven percent (97%) of all outstanding shares voted. Stockholders voted in favor of all the proposals on the proxy:

·                  The acquisition of all of the outstanding stock of Bruker Optics Inc., a Delaware corporation based in Billerica, Massachusetts (“Bruker Optics”), and the issuance of shares of the Company’s common stock in connection with the acquisition of Bruker Optics.

·                  The amendment of the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance from 150,000,000 to 200,000,000.

·                  The amendment of the Company’s amended and restated stock option plan to increase the number of shares of common stock for which options and restricted stock may be granted under the stock option plan from 6,320,000 to 8,000,000.

·                  The election of three Class III directors to hold office until the 2009 annual meeting of stockholders.

·                  The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm.

The approval of the Bruker Optics acquisition required the approval of the majority of the Company’s stockholders who voted who are not affiliated with the Bruker Optics stockholders. Of the minority stockholders who voted, in excess of ninety-nine percent (99%) voted in favor of the acquisition.

A copy of the press release issued by the Company on June 29, 2006 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

 

 

 

 

 

Number

 

 

 

 

 

99.1

Press release dated June 29, 2006.

 

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: June 29, 2006

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 June 29, 2006.


 

4



EX-99.1 2 a06-14700_1ex99d1.htm EX-99

Exhibit 99.1

Bruker BioSciences Shareholders Approve Acquisition of Bruker Optics

Combined Company to Be a Leading Provider of Molecular Analysis Solutions to
the Life Science, Materials Research, Homeland Security and Industrial Markets

BILLERICA, Mass. — June 29, 2006 — Bruker BioSciences Corporation (NASDAQ: BRKR) announces after the Company’s Annual Meeting today that its shareholders have approved the acquisition of molecular spectroscopy company Bruker Optics Inc. for $135 million, to be paid approximately 59% in cash and 41% in BRKR stock. The acquisition agreement had previously received unanimous approval by a Special Committee of independent directors of the Board of Directors of Bruker BioSciences, as well as by all independent directors, with the non-independent BRKR directors recusing themselves from the Board vote. The agreement had also been unanimously approved previously by the Board of Bruker Optics.

At today’s Annual Meeting all proposals were approved with overwhelming majorities by the Bruker BioSciences stockholders. In particular, the proposal requesting approval of stockholders for the acquisition of Bruker Optics was approved by a majority of greater than 99% of the BRKR shareholders not affiliated with the controlling shareholders of BRKR who voted at the Annual Meeting.

Frank Laukien, President and CEO of Bruker BioSciences, stated:  “I am very pleased to receive this clear vote and mandate from our non-affiliated shareholders to move forward with the acquisition of Bruker Optics, which is now expected to close in early July 2006. Bruker Optics is a great addition to Bruker BioSciences and should allow us to expand our market reach, increase our critical mass and accelerate our drive to grow our profitability and cash flows. We welcome the Bruker Optics management team and the outstanding Bruker Optics staff worldwide to Bruker BioSciences.”

ABOUT BRUKER BIOSCIENCES (NASDAQ: BRKR)

Bruker BioSciences Corporation in Billerica, Massachusetts, is the parent company of Bruker Daltonics Inc. and Bruker AXS Inc. Bruker AXS is a leading developer and provider of life science, materials research and industrial X-ray analysis tools. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry, and also offers a broad line of nuclear, biological and chemical (NBC) detection products for homeland security. For more information, please visit www.bruker-biosciences.com

CAUTIONARY STATEMENT OF BRUKER BIOSCIENCES

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, 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 Relations Officer

 

Tel: (978) 663-3660, ext. 1411

 

Email: ir@bruker-biosciences.com

 



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