-----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, OvwKDMCrE1KPHJs0RFrbfFA5ipyRVkALLwks94q4tFWIsDI428ljbxUB14bmy3Xl JA7vmkPMIKyJiK3c/OBrBQ== 0001104659-08-003291.txt : 20080117 0001104659-08-003291.hdr.sgml : 20080117 20080117154321 ACCESSION NUMBER: 0001104659-08-003291 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080117 DATE AS OF CHANGE: 20080117 EFFECTIVENESS DATE: 20080117 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 08535991 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 DEFA14A 1 a08-2224_18k.htm DEFA14A

 

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): January 17, 2008

 

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

x           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 January 17, 2008, Bruker BioSciences Corporation issued a press release announcing that it has filed with the Securities and Exchange Commission its definitive proxy statement relating to the proposed acquisition of the Bruker BioSpin group of companies, and that a special meeting of stockholders to consider and vote upon matters relating to the acquisition will be held on February 25, 2008. Bruker BioSciences also announced that the required waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired.

 

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

Exhibit No.                                      Description of Exhibit

 

99.1                                                   Press Release dated January 17, 2008.

 

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: January 17, 2008

By:

/s/ Frank H. Laukien

 

 

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

 

 

 

 

3



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Name

99.1

 

Press Release dated January 17, 2008.

 

4


 

EX-99.1 2 a08-2224_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Bruker BioSciences Announces Filing of Definitive Proxy and Expiration of HSR Waiting Period for Planned Acquisition of Bruker BioSpin Group

 

Special Meeting of BRKR Stockholders to Be Held on February 25, 2008

 

BILLERICA, Massachusetts — January 17, 2008 — Bruker BioSciences Corporation (NASDAQ: BRKR) today announced that it has filed with the Securities and Exchange Commission its definitive proxy statement regarding the previously announced, planned acquisition of the Bruker BioSpin group of companies.  A special meeting of Bruker BioSciences stockholders to consider and vote upon matters relating to the proposed acquisition will be held on February 25, 2008.  Bruker BioSciences stockholders of record as of the close of business on January 11, 2008 will be entitled to vote at this special meeting.

 

Moreover, the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), for the proposed acquisition has expired on January 14, 2008.

 

STOCKHOLDERS OF BRUKER BIOSCIENCES SHOULD READ THE DEFINITIVE PROXY STATEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.  IN ADDITION TO RECEIVING THE DEFINITIVE PROXY STATEMENT FROM BRUKER BIOSCIENCES BY MAIL, STOCKHOLDERS MAY ALSO OBTAIN THE DEFINITIVE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS, WITHOUT CHARGE, FROM THE SEC’S WEB SITE AT http://www.sec.gov OR BY DIRECTING A REQUEST TO BRUKER BIOSCIENCES CORPORATION, 40 MANNING ROAD, BILLERICA, MA  01821, ATTN: INVESTOR RELATIONS, TEL. +1 (978) 663-3660, EXT. 1411.

 

The transactions described in this announcement have not yet been consummated.  Bruker Biosciences and its executive officers and directors may be deemed to be participants in the solicitation of proxies for the Bruker Biosciences special meeting of stockholders to be held to approve, among other things, the issuance of shares in the transaction.  Detailed information regarding the direct and indirect interests of Bruker BioSciences and its executive officers and directors in the proposed transactions are included in the proxy statement.

 

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 integration of businesses we have acquired or may acquire in the future, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, and exposure to foreign

 



 

currency fluctuations. 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, 2006, 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 other than as required by law.

 

FOR FURTHER INFORMATION:

Michael Willett, Investor Relations Officer

 

Tel:  +1 (978) 663-3660, ext. 1411

 

Email:  ir@bruker-biosciences.com

 


 

-----END PRIVACY-ENHANCED MESSAGE-----