-----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, Olz2OO1I1Mv7OHCfQjpc5JKzTOq35JZgbF3P8kR7oP1oOxZufuzmscnpAPw0KECp 2Z9fV12L9tYXfsynvLgDeQ== 0001104659-08-012585.txt : 20080225 0001104659-08-012585.hdr.sgml : 20080225 20080225140022 ACCESSION NUMBER: 0001104659-08-012585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080225 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 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: 08639004 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 a08-6404_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 25, 2008

 

BRUKER BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

000-30833
(Commission
File Number)

 

04-3110160
(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 February 25, 2008, Bruker BioSciences Corporation (the “Company”) announced the results of its special meeting of stockholders held today, February 25, 2008, in Boston, Massachusetts.  Over ninety-two percent (92%) 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 BioSpin Inc., a Delaware corporation based in Billerica, Massachusetts (the “U.S. Acquisition”).

 

·                  The acquisition of all of the share capital of Bruker Physik GmbH, a German limited liability company, and Techneon AG, a Swiss stock corporation (the “German Acquisition”).

 

·                  The acquisition of all of the equity of Bruker BioSpin Invest AG through a reverse triangular merger (the “Swiss Merger” and together with the U.S. Acquisition and the German Acquisition, the “Bruker BioSpin Group Acquisition”), and the issuance of shares of the Company’s common stock in connection with the Swiss Merger.

 

·                  The amendment of the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance from 200,000,000 to 260,000,000.

 

·                  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 8,000,000 to 10,000,000.

 

·                  The amendment of the Company’s certificate of incorporation to change the name of the Company to Bruker Corporation.

 

·                  The election of one Class II director to hold office until the 2008 annual meeting of stockholders and one Class III director to hold office until the 2009 annual meeting of stockholders.

 

The approval of the Bruker BioSpin Group Acquisition required the approval of the majority of the Company’s stockholders who voted and who are not affiliated with the shareholders of the Bruker BioSpin companies.  Of the non-affiliated 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 February 25, 2008 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

(c)

Exhibits

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

99.1

Press release dated February 25, 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: February 25, 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 February 25, 2008.

 

 

 

 

 

4


 

EX-99.1 2 a08-6404_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Bruker BioSciences Non-Affiliated Shareholders Overwhelmingly Approve Acquisition of Bruker BioSpin Group

 

BILLERICA, Mass., February 25, 2008 (BUSINESS WIRE)— After the Company’s Special Stockholders Meeting held this morning in Boston, Bruker BioSciences Corporation (NASDAQ: BRKR) announces that its stockholders have approved the acquisition of the companies comprising the Bruker BioSpin Group.

 

At today’s Special Meeting all proposals were approved with overwhelming majorities by the Bruker BioSciences stockholders. In particular, the three proposals for the acquisition of the Bruker BioSpin Group companies were each approved by a majority of greater than 99% of the BRKR shareholders not affiliated with the controlling shareholders of BRKR and who voted at the meeting.

 

In addition to approving the acquisition of the Bruker BioSpin Group, stockholders approved amendments to the Company’s certificate of incorporation to, among other things, change the name of the Company to ‘Bruker Corporation’.  Moreover, Dr. Tony W. Keller and Dirk D. Laukien, Ph.D. were elected to serve as directors of Bruker Corporation.

 

Frank Laukien, President and CEO of Bruker BioSciences, stated:  “We are very pleased to receive this clear vote and mandate from our non-affiliated shareholders to move forward with the acquisition of the Bruker BioSpin Group, which is now expected to close in February. The Bruker BioSpin Group is very complementary to Bruker BioSciences and the transaction should allow us to expand our combined market reach, leverage the Bruker brand, and enhance our ability to grow our profitability and cash flows.”

 

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 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-----