-----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, Pj4xxCGMqQj3Im+bp3nJ+Y1WiVaaCC4MNLQblcUoeOzhxuDg0OrEKZV+2zBOvQu1 rUUfvyNbLAPSJEm2pkhJcA== 0001104659-07-008620.txt : 20070208 0001104659-07-008620.hdr.sgml : 20070208 20070208155023 ACCESSION NUMBER: 0001104659-07-008620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070207 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070208 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: 07592530 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 a07-3784_18k.htm 8-K

 

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):  February 7, 2007

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

 




Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure

On February 7, 2007, Bruker BioSciences Corporation announced that it priced a public offering of 10,400,000 shares of its common stock, 2,200,000 of which are being sold by the Company and 8,200,000 of which are being sold by four selling stockholders, at $7.10 per share, generating net proceeds of approximately $14.7 million to the Company and approximately $54.9 million to the selling stockholders, in the aggregate.

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

2




Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits

Number

 

 

 

 

 

99.1

 

Press release dated February 7, 2007.

 

3




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: February 8, 2007

 

By:

 

/s/ Frank H. Laukien

 

 

 

 

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

 

4




Exhibit Index

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated February 7, 2007.

 

Furnished herewith

 

5



EX-99.1 2 a07-3784_1ex99d1.htm EX-99.1

Exhibit 99.1

BRUKER BIOSCIENCES ANNOUNCES

PRICING OF COMMON STOCK OFFERING

Billerica, Massachusetts  –  February 7, 2007  –  Bruker BioSciences Corporation (Nasdaq: BRKR) today announced that it has priced a public offering of 10,400,000 shares of its common stock, 2,200,000 of which are being sold by the Company and 8,200,000 of which are being sold by four selling stockholders, at $7.10 per share, generating net proceeds of  approximately $14.7 million to the Company and approximately $54.9 million to the selling stockholders, in the aggregate.  The Company has granted the underwriters an option to purchase up to an additional 330,000 shares of common stock and the selling stockholders have granted the underwriters an option to purchase up to an additional 1,230,000 shares of common stock to cover over-allotments, if any, which would generate additional net proceeds to the Company of approximately $2.2 million and additional net proceeds to the selling stockholders of approximately $8.3 million, if exercised in full.

The Company anticipates using the net proceeds from this offering for general corporate purposes, potential acquisitions and for the repayment of debt.

Bear, Stearns & Co. Inc. and UBS Investment Bank are acting as joint bookrunning managers for this offering.  A copy of the final 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 Investment Bank, ECMG Syndicate, 299 Park Avenue, New York, New York 10171.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission.  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 (NASDAQ: BRKR)

Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker Daltonics Inc., Bruker AXS Inc. and Bruker Optics Inc.  For more information, please visit www.bruker-biosciences.com

·                  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




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 our reorganization strategies, risks related to the integration of businesses we have acquired or may acquire in the future,  technological approaches, product development, market acceptance, cost and pricing of our 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.

For Further Information:

 

Michael Willett

 

 

Investor and Public Relations Officer

 

 

Tel: +1 (978) 663-3660, ext. 1411

 

 

Email:  Michael.Willett@bruker.com

 



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