- Securities Registration: Employee Benefit Plan (S-8)
June 04 2010 - 4:18PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 4, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRUKER CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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04-3110160
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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40
Manning Road, Billerica, Massachusetts
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01821
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(Address of
registrants principal executive offices)
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(Zip Code)
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BRUKER
CORPORATION
2010
INCENTIVE COMPENSATION PLAN
(Full title of
the Plan)
Frank H. Laukien, Ph.D.
Chairman,
President and Chief Executive Officer
Bruker
Corporation
40
Manning Road
Billerica,
MA 01821
(Name and address of agent for service)
(978)
663-3660
(Telephone number,
including area code, of agent for service)
Copy to:
Richard
M. Stein
Nixon Peabody LLP
100 Summer Street
Boston,
Massachusetts 02110
(617) 345-1000
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
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Amount
to be
Registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed
maximum
aggregate offering
price (2)
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Amount of
registration
fee (2)
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Common Stock, par value $.01 per share
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8,000,000
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$
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12.38
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$
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99,040,000
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$
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7,061.55
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Total
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8,000,000
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$
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7,061.55
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(1)
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In accordance with
Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), this registration statement shall also cover any additional shares of
common stock that may be issuable under the 2010 Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of our outstanding shares of common stock.
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(2)
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Estimated solely for
purposes of calculating the registration fee. Calculated pursuant to
Rule 457(c) and Rule 457(h) of the Securities Act based
on the average of the high and low sales prices of the Common Stock on
June 1, 2010, as reported on the Nasdaq Stock Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents
containing the information specified in Part I of the Form S-8 are
not required to be, and are not, filed with the Securities and Exchange
Commission (the Commission)(by incorporation by reference or otherwise),
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents
incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this registration statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents, which
have been filed by Bruker Corporation (the Company) with the Commission, are
incorporated in this registration statement by reference:
(1)
Our Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 filed on March 12, 2010;
(2)
Our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2010 filed on May 10, 2010, as
amended by Amendment No. 1 on Form 10-Q/A filed on May 26, 2010;
(3)
Our Current Reports on Form 8-K
filed with the Commission on March 12, 2010, March 26, 2010, April 2,
2010 and May 18, 2010, each to the extent filed and not furnished
pursuant to Section 13(a) of the Exchange Act; and
(4)
The description of our common stock
contained in our registration statement on Form 8-A, filed under Section 12
of the Exchange Act on June 20, 2000, and all amendments or reports filed
for the purpose of updating such description.
All reports and other
documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement, but prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents, except as to any portion of any future annual or
quarterly report to stockholders or document or current report furnished under
Items 2.02, 7.01, 5.07 and 9.01 of Form 8-K that is not deemed filed under
such provisions.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description
of Securities.
Not applicable. The common stock of the Company is registered
under Section 12 of the Exchange Act.
Item 5. Interests
of Named Experts and Counsel.
The
validity of the authorization and issuance of the shares of Common Stock
registered hereby will be passed upon by Nixon Peabody LLP, Boston,
Massachusetts, counsel to the Company.
Richard M. Stein, a partner in the law firm of Nixon Peabody LLP,
2
beneficially owns shares of Common
Stock and options to purchase Common Stock in the Company and also serves as
Secretary and a Director of the Company.
In addition, Nixon Peabody LLP beneficially owns options to purchase
Common Stock in the Company.
Item 6. Indemnification
of Directors and Officers.
Section 145 of the
Delaware General Corporation Law (DGCL) permits the Company to indemnify any
director or officer of the Company against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement, incurred in defense of
any action (other than an action by or in the right of the Company) arising by
reason of the fact that he or she is or was an officer or director of the
Company if he or she acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Section 145
also permits the Company to indemnify any such officer or director against
expenses incurred in an action by or in the right of the Company if he or she
acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except in respect of any matter
as to which such person is adjudged to be liable to the Company. This statute requires indemnification of such
officers and directors against expenses to the extent they may be successful in
defending any such action. The statute
permits the purchase of liability insurance by the Company on behalf of
officers and directors, and the Company has purchased such insurance.
Article 10 of our
By-laws requires indemnification to the fullest extent permitted under Delaware
law of any person who is or was a director or officer of the Company who is or
was involved or threatened to be made so involved in any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person is or was serving as a director, officer or
employee of the Company or any predecessor of the Company or was serving at the
request of the Company as a director, officer or employee of any other
enterprise.
Section 102(b)(7) of
the DGCL permits a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Company, eliminating or limiting,
with certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Article Tenth
of our Amended Certificate of Incorporation eliminates the personal liability
of directors to the extent permitted by Section 102(b)(7) of the
DGCL.
The foregoing statements
are subject to the detailed provisions of Sections 102(b)(7) and 145 of
the DGCL, Article Tenth of our Amended Certificate of Incorporation and Article 10
of our By-laws.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No.
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Description
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4.1
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Amended Certificate of
Incorporation of Bruker Corporation (incorporated herein by reference to
Exhibit 3.1 of the Companys Annual Report on Form 10-K for the year
ended December 31, 2007, filed March 17, 2008)
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4.2
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Bylaws of Bruker
Corporation (incorporated herein by reference to Exhibit 3.2 of the Companys
Registration Statement on Form S-1, declared effective August 3,
2000)
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5.1
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Opinion of Nixon
Peabody LLP
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10.1
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Bruker Corporation 2010
Incentive Compensation Plan (incorporated herein by reference to
Appendix A of the Companys Proxy
Statement on Schedule 14A, filed April 14, 2010)
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23.1
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Consent of
Ernst & Young LLP, independent registered public accounting firm
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23.2
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Consent of Nixon
Peabody LLP (included as part of its opinion filed as Exhibit 5.1 and
incorporated herein by reference)
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24.1
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Powers of Attorney
(included on the signature page of this Form S-8 and incorporated
by reference)
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Item 9. Undertakings.
(a)
The Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
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offered (if the total
dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however
, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrants annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to existing provisions or
arrangements whereby the Registrant may indemnify a director, officer or
controlling person of the Registrant against liabilities arising under the
Securities Act of 1933, or otherwise, the Registrant has been advised that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than for the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the
requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Billerica, Commonwealth of Massachusetts on June 4, 2010.
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BRUKER CORPORATION
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By :
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/s/ Frank H. Laukien
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Frank H. Laukien
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Chairman,
President & Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Frank H. Laukien and Brian P. Monahan and each of them, his or her
true and lawful attorney-in-fact and agent, with power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any amendments to this Registration Statement, and
to file the same, with all exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act, this Registration Statement has been signed
by the following persons in the capacities indicated on this 4th day of June,
2010.
Signature
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Title
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Date
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/s/ Frank H. Laukien
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President, Chief
Executive Officer, and Chairman of the Board (Principal Executive Officer)
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June 4,
2010
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Frank H. Laukien, Ph.D.
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/s/ Brian P. Monahan
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 4,
2010
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Brian P. Monahan
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/s/ Wolf-Dieter
Emmerich
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Director
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June 4,
2010
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Wolf-Dieter Emmerich
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/s/ Stephen W. Fesik
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Director
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June 4,
2010
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Stephen W. Fesik
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/s/ Brenda J. Furlong
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Director
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June 4,
2010
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Brenda J. Furlong
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5
/s/ Tony W. Keller
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Director
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June 4,
2010
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Tony W. Keller
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/s/ Richard D. Kniss
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Richard D. Kniss
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Director
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June 4,
2010
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/s/ Dirk D. Laukien
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Director
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June 4,
2010
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Dirk D. Laukien
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Joerg C. Laukien
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Director
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/s/ William A. Linton
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Director
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June 4,
2010
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William A. Linton
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/s/ Richard A. Packer
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Director
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June 4,
2010
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Richard A. Packer
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/s/ Richard M. Stein
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Director
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June 4,
2010
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Richard M. Stein
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/s/ Bernhard Wangler
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Director
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June 4,
2010
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Bernhard Wangler
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6
EXHIBIT
INDEX
Exhibit
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No.
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Exhibit
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4.1
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Amended Certificate of
Incorporation of Bruker Corporation (incorporated herein by reference to
Exhibit 3.1 of the Companys Annual Report on Form 10-K for the year
ended December 31, 2007, filed March 17, 2008)
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4.2
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Bylaws of Bruker
Corporation (incorporated herein by reference to Exhibit 3.2 of the Companys
Registration Statement on Form S-1, declared effective August 3,
2000)
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5.1
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Opinion of Nixon
Peabody LLP
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10.1
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Bruker Corporation 2010
Incentive Compensation Plan (incorporated herein by reference to
Appendix A of the Companys Proxy
Statement on Schedule 14A, filed April 14, 2010)
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23.1
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Consent of
Ernst & Young LLP
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23.2
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Consent of Nixon
Peabody LLP (included as part of its opinion filed as Exhibit 5.1 and
incorporated herein by reference)
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24.1
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Powers of Attorney
(included on the signature page of this Form S-8 and incorporated
by reference)
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7
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