Bruker Corp - Amended Current report filing (8-K/A)
April 11 2008 - 3:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 8-K/A
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 21, 2008
BRUKER CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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000-30833
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04-3110160
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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40 Manning Road, Billerica, MA 01821
(Address of principal executive offices)(Zip Code)
Registrants 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 435 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 2.01.
Completion of Acquisition or
Disposition of Assets
As
described in the Current Report on Form 8-K of Bruker Corporation (the Company)
dated February 21, 2008 (the Initial 8-K), on February 26, 2008, the
Company completed the acquisition of all of the outstanding equity of the
companies comprising the Bruker BioSpin Group from the Bruker BioSpin Group
shareholders for total consideration valued at $914.0 million, of which approximately $388.0 million was paid in cash
and approximately $526.0 million was paid in restricted unregistered shares of
Company common stock, based on the trailing ten trading day average closing
price of its common stock ending two days prior to the signing of the
transaction agreements of $9.14 per share. Pursuant to the terms of the
transaction agreements, the Company issued an agreed-upon number of 57,544,872
shares of unregistered stock, with a market value as of February 25, 2008
of approximately $624.9 million, to the Bruker BioSpin Group shareholders.
This
amendment to the Initial 8-K is submitted to include the financial statements
and pro forma financial information required by Item 9.01, which were omitted
from the disclosure contained in the Initial 8-K pursuant to paragraph (a)(4) of
Item 9.01.
Item 9.01.
Financial Statements and Exhibits
(a)
Financial Statements of
Businesses Acquired
The audited combined financial statements of the Bruker BioSpin Group for
the three years ended December 31, 2007 are attached hereto as Exhibit 99.2
and are incorporated by reference herein.
(b)
Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of
Bruker Corporation, giving effect to the acquisition of the Bruker BioSpin
Group, are attached hereto as Exhibit 99.3 and are incorporated by
reference herein.
(d)
Exhibits
Number
23.1
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Consent
of Ernst & Young LLP
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99.2
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Audited
Combined Financial Statements of the Bruker BioSpin Group for the three years
ended December 31, 2007
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99.3
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Unaudited
Pro Forma Condensed Combined Balance Sheet as of December 31, 2007
Unaudited Pro Forma Condensed
Combined Statements of Operations for the three years ended December 31,
2007
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1
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.
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BRUKER
CORPORATION
(Registrant)
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Date:
April 11, 2008
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By:
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/s/ WILLIAM J. KNIGHT
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William J. Knight
Chief Financial Officer and Treasurer
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2
Exhibit Index
Exhibit
Number
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Exhibit
Name
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23.1
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Consent
of Ernst & Young LLP
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99.2
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Audited
Combined Financial Statements of the Bruker BioSpin Group for the three years
ended December 31, 2007
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|
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99.3
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Unaudited
Pro Forma Condensed Combined Balance Sheet as of December 31, 2007
Unaudited
Pro Forma Condensed Combined Statements of Operations for the three years
ended December 31, 2007
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3
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