- Current report filing (8-K)
August 04 2010 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
July 30, 2010
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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000-30833
(Commission
File Number)
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04-3110160
(IRS 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 425 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 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As
previously reported, on March 25, 2010, Bruker Corporation (the Company)
received a letter from Nasdaq indicating that, as a result of an independent
directors resignation from the Audit Committee of the Companys Board of
Directors (the Board), the Company was not in compliance with Nasdaq Listing Rule 5605(c)(2),
which requires the Company to have at least three independent directors on its
Audit Committee. As further previously reported, on April 1, 2010
following such directors resignation from the Board, the Company received a
letter from Nasdaq indicating that the Company also was not in compliance with
Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the
Board be comprised of independent directors.
On July 30, 2010, the Board elected Charles F. Wagner, Jr. to
serve as an independent director of the Company and he was also appointed to
serve on the Audit Committee. On August 2,
2010, the Company received a letter from Nasdaq stating that the Company has
regained compliance with Listing Rule 5605 and that this matter is now
closed.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Election of New Director
On
July 30, 2010, the Board of Directors elected Charles F. Wagner, Jr.
to fill the vacancy on the Board, effective August 2, 2010. Mr. Wagner will serve as a Class II
director for a term expiring at the Companys 2011 Annual Meeting of
Stockholders. Mr. Wagner was also
appointed to serve on the Audit Committee.
Mr. Wagner
served as Vice President and Chief Financial Officer of Millipore Corporation,
a global provider of products and services in the life science tools market,
from 2007 until July 2010. Mr. Wagner
joined Millipore in 2002 and from 2003 to 2007 served as Vice President,
Strategy and Corporate Development. From
1997 to 2002, he served in various roles at Bain & Company after
having served as Manager, Accounting Analysis, at Millipore from 1995 to 1996
and as Manager at Coopers & Lybrand from 1990 to 1995. Mr. Wagner
holds a B.S. from Boston College and a M.B.A. from Harvard Business School. Mr.
Wagner is also a director and member of the Audit Committee of Bruker Energy
& Supercon Technologies, Inc., a wholly-owned subsidiary of the Company.
Mr. Wagners
compensation for his services as a director will be consistent with that of the
other non-employee directors at the Company, as described in the Companys
definitive proxy statement with respect to its 2010 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on April 14,
2010. There are no other arrangements or understandings between Mr. Wagner
and any other person pursuant to which he was elected as a director, and Mr. Wagner
is not a party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Wagners
appointment is attached to this report as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Number
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Description
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99.1
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Press
release dated August 3, 2010.
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2
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:
August 3, 2010
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By:
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/s/ Frank H. Laukien
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Frank H. Laukien, Ph.D.
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President and Chief Executive
Officer
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3
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