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 Companys common stock in
connection with the Swiss Merger.
·
The amendment of the Companys 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 Companys 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 Companys 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
Companys
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.