Bruker Corp - Securities Registration: Employee Benefit Plan (S-8)
April 24 2008 - 3:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 24, 2008.
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 of
Incorporation)
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(IRS Employer
Identification Number)
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40 Manning Road
Billerica, Massachusetts 01821
(Address
of Principal Executive Offices)
BRUKER
BIOSCIENCES CORPORATION
AMENDED
AND RESTATED 2000 STOCK OPTION 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 the 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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(do not check if smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title of each class 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
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Common Stock, par value $.01 per share
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2,000,000
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$12.46
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$24,920,000
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$979
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(1) Also registered
hereunder are such additional number of shares of Common Stock, presently
indeterminable, as may be necessary to satisfy the antidilution provisions of
the Plan to which this Registration Statement relates.
(2) Computed solely for
the purpose of calculating the registration fee under Rule 457(h) under
the Securities Act on the basis of the average of the high and low price per
share of Bruker Corporations Common Stock on the Nasdaq Global Select Market
on April 22, 2008.
NOTE
This registration statement is being filed solely for
the purpose of registering 2,000,000 additional shares of Common Stock of
Bruker Corporation (the Company) issuable pursuant to the Companys Amended
and Restated 2000 Stock Option Plan (the Plan) originally adopted in
2000. Issuance of the additional shares
was approved by Company shareholders pursuant to a vote taken on February 25,
2008. The total number of shares issuable under the Plan is 10,000,000 as of February 26,
2008, of which 1,680,000 shares were previously registered on Form S-8
(Reg. No. 333-137090), 4,132,000 shares were previously registered on Form S-8
(Reg. No. 333-107294), and 2,188,000 shares were previously registered on Form S-8
(Reg. No. 333-47836)(together, the Prior Registration Statements). Pursuant to Instruction E to Form S-8,
this registration statement incorporates by reference the Prior Registration
Statements, each to the extent not modified by this registration statement.
ITEM 5. INTERESTS OF NAMED
EXPERTS AND COUNSEL
The validity of the authorization and issuance of the
shares of Common Stock offered 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,
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 8. EXHIBITS
Number
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Description
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5.1
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Opinion of Nixon
Peabody LLP
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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
Ernst & Young LLP
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23.3
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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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2
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 in The
Commonwealth of Massachusetts on April 24, 2008.
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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, Ph.D.
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Chairman, President and
Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Frank H. Laukien and William
J. Knight and each of them, with the power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or in his name, place and stead, in any and all
capacities to sign any and all amendments or post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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
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April 24, 2008
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Frank H. Laukien, Ph.D.
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Chairman of the Board
(Principal Executive
Officer)
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/s/ WILLIAM J. KNIGHT
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Chief Financial Officer
(Principal Financial
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April 24, 2008
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William J. Knight
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and Accounting Officer)
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/s/DANIEL S. DROSS
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Director
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April 24, 2008
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Daniel S. Dross
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/s/ COLLIN J. DSILVA
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Director
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April 24, 2008
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Collin J. DSilva
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/s/WOLF DIETER-EMMERICH
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Director
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April 24, 2008
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Wolf-Dieter Emmerich
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/s/BRENDA J. FURLONG
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Director
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April 24, 2008
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Brenda J. Furlong
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/s/ TONY W. KELLER
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Director
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April 24, 2008
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Tony W. Keller
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/s/RICHARD D.KNISS
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Director
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April 24, 2008
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Richard D. Kniss
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/s/DIRK D. LAUKIEN
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Director
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Dirk D. Laukien
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April 24, 2008
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3
/s/JOERG
C. LAUKIEN
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Director
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April 24, 2008
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Joerg C. Laukien
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/s/ WILLIAM A. LINTON
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Director
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April 24, 2008
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William A. Linton
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/s/RICHARD A. PACKER
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Director
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April 24, 2008
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Richard A. Packer
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/s/RICHARD M. STEIN
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Director
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April 24, 2008
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Richard M. Stein
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/s/BERNHARD WANGLER
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Director
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April 24, 2008
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Bernhard Wangler
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4
INDEX TO
EXHIBITS
Exhibit
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No.
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Description
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5.1
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Opinion of Nixon
Peabody LLP
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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
Ernst & Young LLP
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23.3
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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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5
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