-----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, JdsYOKh131hjSTm22l8eq10Enq7MQIabUMfAoWbmlxjfBoW3RO0Cdhmb/ib7bdLc DcQeNwCNEhZjhjNrMD0IEg== 0001104659-06-048413.txt : 20060724 0001104659-06-048413.hdr.sgml : 20060724 20060724153140 ACCESSION NUMBER: 0001104659-06-048413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060718 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060724 DATE AS OF CHANGE: 20060724 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: 06976535 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 a06-16399_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): July 18, 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 1.01.  Entry into a Material Definitive Agreement.

On July 18, 2006, our Bruker AXS Inc. subsidiary (“BAXS”) acquired all of the capital stock of KeyMaster Technologies, Inc., a Delaware corporation located in Kennewick, Washington (“KTI”), in accordance with the terms of a stock purchase agreement, executed on July 18, 2006, by and among BAXS, KTI and the stockholders of KTI (the “Sellers”) (the “Stock Purchase Agreement”).  In accordance with the Stock Purchase Agreement, BAXS will pay an aggregate of $10 million of cash consideration to the Sellers, of which $1 million shall be held in escrow until the later of (x) July 18, 2007, or (y) the resolution of any indemnification claim pending as July 18, 2007.  Other than the Stock Purchase Agreement and the transactions contemplated thereby, there is no relationship between BAXS and its affiliates and any other party to the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the terms and conditions of Stock Purchase Agreement, which will be filed by Bruker BioSciences Corporation (the “Company”) as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending June 30, 2006.  A copy of the press release issued by the Company on July 20, 2006, regarding the completion of the acquisition, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

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

Exhibit No.             Description of Exhibit

99.1

Press Release dated July 20, 2006.

1




 

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: July 24, 2006

By:

/s/ Frank H. Laukien

 

 

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

 

2




Exhibit Index

Exhibit
Number

 

Exhibit Name

99.1

 

Press Release dated July 20, 2006.

 

3



EX-99.1 2 a06-16399_1ex99d1.htm EX-99

 

Exhibit 99.1

Bruker AXS Announces Acquisition of Hand-held XRF Company

BILLERICA, Mass. — July 20th, 2006 — Bruker AXS Inc. today announces that it has acquired all of the shares of privately-held KeyMaster Technologies Inc. from KeyMaster’s previous majority shareholder Advent International and other shareholders.  The share purchase agreement for KeyMaster was signed and the transaction was closed simultaneously on July 18, 2006.

KeyMaster Technologies, located in Kennewick, Washington, develops and manufactures portable hand-held X-ray fluorescence (XRF) systems for numerous applications, including:

·                  metals and alloy analysis used in various metal processing industries, including automotive, scrap sorting, and others,

·                  Positive Material Identification (PMI) required for example in the aerospace and power industries,

·                  Restrictions of Hazardous Substances (RoHS) analysis required under European regulations,

·                  environmental metals-in-soil or lead-in-paint (LiP) analysis,

·                  art, museum and archaeological analysis, and

·                  elemental taggant analysis for tracing of origin and security applications.

The hand-held XRF market has been the fastest growing market segment in X-ray analysis in recent years, with an estimated total market size of $90 million in 2005.

As a new Bruker AXS subsidiary, KeyMaster will remain in its current location, and will continue under its current name and management team in order to provide leading hand-held XRF systems and cutting-edge, miniaturized, light-weight X-ray technologies both to KeyMaster’s present OEM customers, as well as to Bruker AXS.

John Landefeld, President of KeyMaster, stated: “We are very pleased that Bruker AXS has acquired our company, and our team is excited to get access to considerable additional resources within Bruker AXS.  This acquisition by a highly respected major X-ray analysis company further validates KeyMaster’s unique technology, and we expect numerous technological and applications synergies with Bruker AXS.”

Frank Laukien, President of Bruker AXS, commented: “We cordially welcome the excellent KeyMaster team.  After careful exploration, we have decided that Keymaster is the best partner for us to enter the rapidly growing hand-held XRF market.  We are very pleased with KeyMaster’s innovative and versatile, yet robust technology to serve this market both via OEM partners as well as via our own applications and market expertise.  The KeyMaster technology is perfectly complementary to our existing X-ray analysis portfolio, and will be an enabling technology to pursue new miniaturized analytical solutions, particularly in fast-growing industrial applications.”




 

ABOUT BRUKER BIOSCIENCES (NASDAQ: BRKR)
Bruker BioSciences Corporation in Billerica, Massachusetts is the parent company of Bruker AXS Inc., Bruker Daltonics Inc. and Bruker Optics, 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.  Bruker Optics is a leading developer, manufacturer and provider of research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technology.  For more information, please visit www.bruker-biosciences.com

ABOUT ADVENT INTERNATIONAL
Advent International is one of the world’s leading private equity firms, with over $10 billion in cumulative capital raised and offices in 14 countries across Western and Central Europe, North America, Latin America and Asia Pacific. Since its founding in 1984, Advent has invested in over 500 companies and has helped businesses raise well over $10 billion through public equity and debt offerings. These include over 130 IPOs on major stock exchanges worldwide. Advent is committed to helping management teams build successful businesses by applying its industry expertise, international resources and local market knowledge. For more information, visit www.adventinternational.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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