8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 29, 2006

Beckman Coulter, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10109	95-104-0600
(State of Incorporation	(Commission File Number)	(IRS Employer Identification No.

4300 N. Harbor Boulevard
Fullerton, California 92834-3100
(Address of principal executive offices) (Zip Code)

(714) 871-4848
(Registrant’s telephone number, including area code)

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:

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

o                   0;     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01 Entry into a Material Definitive Agreement

On September 29, 2006, Beckman Coulter, Inc., Lumigen, Inc., NLAcqCo, Inc., A. Paul Schaap, Hashem Akkavan-Tafti, Gary T. Priestap, Richard S. Handley, the A. Paul and Carol C. Schaap Charitable Remainder Unitrust, the A. Paul and Carol C. Schaap Foundation, and the Hashem Akhavan-Tafti Main Trust entered into an Agreement and Plan of Merger (the “Agreement”) under which Beckman Coulter will acquire all of the outstanding shares of Lumigen, Inc. Lumigen is the largest manufacturer and supplier of chemiluminescent substrates to the clinical diagnostics market, and is Beckman Coulter’s supplier of these products for the assays used on its Access® family of immunoassay systems.

The closing will take place two business days after all of the conditions for closing have been satisfied or waived or at such other time and place as the parties may agree. The purchase price will be $185,000,000, of which $170,000,000 will be paid to Lumigen’s shareholders at closing and $15,000,000 will be deposited into an escrow account. The Agreement also specifies that Lumigen is to have $4,000,000 in working capital at the closing. If the working capital on that date is less than $4,000,000, Lumigen’s shareholders must make up the deficiency. If the amount of working capital is higher than $4,000,000, Beckman Coulter is obligated to pay the excess to Lumigen’s shareholders, up to a maximum of $15,000,000.

Lumigen’s shareholders are obligated to indemnify Beckman Coulter against specified claims up to a maximum of $15,000,000. The funds deposited in the escrow account are to be used to make indemnity payments for all claims. Further, environmental claims are subject to a separate cap based on a formula set forth in the Agreement. If indemnity payments for certain claims are made from the escrow account, the Lumigen shareholders must deposit funds to return the account to $15,000,000. The escrow has a life of three years although up to $5 million is eligible for release on the first anniversary of the closing.

Prior to the closing, Lumigen and some of its shareholders and employees will form and fund a new company that will focus on further developing and commercializing specified technologies based on intellectual property contributed by Lumigen. Lumigen will own 19.9% of the new company after it is formed. Further, for the in vitro diagnostics and life science markets Lumigen will receive certain rights of first refusal, licenses, and other rights to market products based on the technologies developed.

The Agreement contains covenants, representations, and warranties, creates indemnification obligations, provides for termination of the Agreement, contains closing conditions, and contains other terms and conditions which Beckman Coulter considers typical for this type of agreement. The representations, warranties, covenants and other agreements are qualified by information contained in confidential disclosure schedules that Beckman Coulter received in connection with the execution of the Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties, covenants and other agreements set forth in the Agreement. Although certain of the information contained in the disclosure schedules may be non-public, Beckman Coulter does not believe that this information is required to be publicly-disclosed under the Federal securities laws. Moreover, certain of these representations, warranties,

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covenants and other agreements may not be accurate or complete as of a specific date because they are subject to a contractual standard of materiality that may be different from the standard generally applied under the Federal securities laws or were used for the purpose of allocating risk between Beckman Coulter and Lumigen’s shareholders rather than establishing matters as facts. Finally, information concerning the subject matter of these representations, warranties, covenants and other agreements may have changed since the date of the Agreement, which may or may not be fully-reflected in Beckman Coulter’s public disclosures. Accordingly, you should not rely on these representations, warranties, covenants and other agreements as statements of fact.

This Form 8-K and attachments contain forward-looking statements regarding the company’s outlook for margins and reported earnings per share for the full year 2006 and 2007 as a result of the acquisition. These statements are based on information available at the time they are made and are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond the company’s control. Among other things, these factors include the timing of the closing, intellectual property matters, the impact of global economic and political conditions, introduction of competitive products and interest rate fluctuations.

Item 8.01 Other Events

On October 2, 2006, Beckman Coulter issued a press release announcing its entry into an agreement to acquire Lumigen, Inc.

EXHIBIT INDEX

Exhibits

Exhibit 99.1 – Press Release dated October 2, 2006

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.

Dated: October 2, 2006

BECKMAN COULTER, INC.
By:	/s/ JACK E. SOROKIN
Name:  Jack E. Sorokin
Title:  Deputy General Counsel

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EX-99.1

Exhibit 99.1

Beckman Coulter to Acquire Lumigen, Inc.;
One of the Largest Suppliers of Proprietary Chemistries for Clinical Diagnostics

FULLERTON, Calif. (October 2, 2006) – Beckman Coulter, Inc. (NYSE:BEC), today announced that it has signed an agreement to acquire Lumigen, Inc., of Southfield, Michigan, for $185 million in cash, in a transaction that is expected to be accretive to margins and to reported earnings per share by at least $0.02 in 2007.  For 2006, the transaction is expected to be neutral to reported earnings per share.  Lumigen is a world-leading developer and manufacturer of novel detection chemistries for high-sensitivity testing in clinical diagnostics and life science research. The transaction is targeted to close by November 1, 2006.

“Lumigen’s proprietary chemiluminescent chemistry is the detection method used in our Access® family of immunoassay systems,” said Richard Creager, PhD, vice president of research and development for Beckman Coulter’s immunoassay business. “Now, with Lumingen as part of the Beckman Coulter family, we are assured access to all of their current and future technology for immunochemical and other high-sensitivity testing.”

Lumigen founder and president, Paul Schaap, PhD, said, “We have partnered with Beckman Coulter for more than 10 years and witnessed the significant growth of their immunoassay business. It is our goal to continually be at the forefront of detection technologies for clinical diagnostics and life science communities. Our current generation of products reflects this commitment and we look forward to the continued expansion of our business as we join with Beckman Coulter.”

About 40 percent of Lumigen’s 2005 revenues of $33 million were from sales of chemiluminescent substrate to Beckman Coulter for use in their immunoassay analyzers. Going forward, these related-party revenues will be eliminated in the consolidation. Lumigen also manufactures and licenses proprietary chemicals used by other clinical diagnostics and life-sciences manufacturers.

Beckman Coulter, Inc. is a leading manufacturer of biomedical testing instrument systems, reagents and supplies that simplify and automate laboratory processes.  Spanning the biomedical testing continuum – from pioneering medical research and clinical trials to laboratory diagnostics and point-of-care testing – Beckman Coulter’s

200,000 installed systems provide essential biomedical information to enhance health care around the world.  The company, based in Fullerton, California, reported 2005 annual sales of $ 2.44 billion, with 71.5 percent of this amount generated by recurring revenue from supplies, test kits, services and operating-type lease payments.  For more information, visit www.beckmancoulter.com.