UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement |
On May 29, 2024, Bruker Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 6,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price to the Underwriters of $67.29 per share (the “offering price”). Pursuant to the Underwriting Agreement, the Company also has granted the Underwriters the right to purchase from the Company up to an additional 900,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”), exercisable within a 30-day period, at the offering price.
The Offering was made pursuant to an automatically effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2024 (File No. 333-279783) and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
A copy of the legal opinion, including the related consent, of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events |
On May 29, 2024, the Company issued press releases announcing that it had launched and priced the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
Description |
| 1.1 | Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc. and J.P. Morgan Securities LLC |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP |
| 23.1 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
| 99.1 | Press Release dated May 29, 2024 |
| 99.2 | Press Release dated May 29, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 CORPORATION
(Registrant) | ||
| Date: May 31, 2024 | By: | /s/ GERALD N. HERMAN |
| Name: Gerald N. Herman | ||
| Title: Executive Vice President and Chief Financial Officer | ||