-----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, JHNW1SepmCS1D09AhTkFbXecFoFGILUQsRi9rmI0VtLTs7GQwHYS1FP+3HqxyNTj TEBlMvYTXTF+T9oyNSIXQw== 0001104659-06-082158.txt : 20061218 0001104659-06-082158.hdr.sgml : 20061218 20061218161557 ACCESSION NUMBER: 0001104659-06-082158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061215 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061218 DATE AS OF CHANGE: 20061218 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: 061283579 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 a06-25632_28k.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):  December 15, 2006

 

BRUKER BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

 

000-30833

 

04-3110160

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

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 below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 7.01  Regulation FD Disclosure

On December 15, 2006, Bruker BioSciences Corporation issued a press release announcing that it has filed a registration statement on Form S-3 with the Securities and Exchange Commission relating to a proposed offering of an aggregate of 10,400,000 shares of its common stock, 2,200,000 of which are being offered by the Company and 8,200,000 of which are being offered by four of the Company’s major shareholders. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

The information provided in this 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, 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.

 

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Bruker BioSciences Corporation press release dated December 15, 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: December 18, 2006

 

By:

 

/s/ Frank H. Laukien

 

 

 

 

Frank H. Laukien, Ph.D

 

 

 

 

Chief Executive Officer and President

 

3



EX-99.1 2 a06-25632_2ex99d1.htm EX-99

                                                                                                                                                  & #160;                                            

Exhibit 99.1

Bruker BioSciences Announces
Filing of S-3 Registration Statement

Billerica, Massachusetts  —  December 15, 2006  —  Bruker BioSciences Corporation (NASDAQ: BRKR) announced today that it has filed a registration statement on Form S-3 with the Securities and Exchange Commission relating to a proposed offering of an aggregate of 10,400,000 shares of its common stock.  Of these 10,400,000 shares, the Company is offering 2,200,000 shares and four of its major Laukien shareholders, specifically Isolde Laukien-Kleiner, Joerg Laukien, Dirk Laukien and Marc Laukien, are offering, in the aggregate, 8,200,000 shares.  The Company and the selling shareholders have granted the underwriters a 30-day option to purchase an aggregate of up to 1,560,000 shares to cover over-allotments, if any.  The Chairman, President and CEO of Bruker BioSciences, Frank H. Laukien, is not registering any of his shares of the Company in this S-3 filing.

Bear, Stearns & Co. Inc. and UBS Securities LLC are acting as joint bookrunning managers for this offering.  When available, copies of the preliminary prospectus relating to this offering may be obtained from Bear, Stearns & Co. Inc., Prospectus Department, 383 Madison Avenue, New York, New York 10179 and from UBS Securities LLC, ECMG Syndicate, 299 Park Avenue, New York, New York 10171.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BRUKER BIOSCIENCES

Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker Daltonics Inc., Bruker AXS Inc. and Bruker Optics Inc.

·                  Bruker AXS is a leading developer and provider of advanced X-ray tools used primarily in life science and materials research, as well as of X-ray and OES elemental analysis instrumentation used primarily in industrial applications.

·                  Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry and also develops and provides a broad range of field analytical systems for chemical, biological, radiological and nuclear detection.

·                  Bruker Optics is a leading developer and provider of research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technology.

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




                                                                                                                                                  & #160;                                            

 

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, 2005, 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.

Contacts:

Michael Willett, Investor Relations Officer

 

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

 

Email: ir@bruker-biosciences.com

 



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