BRKR Bruker Corporation

 

 

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): May 29, 2024

 

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-30833		04-3110160
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

40 Manning Road

Billerica, MA 01821

(Address of principal executive offices, including Zip Code)

 

(978) 663-3660

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		BRKR		The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A (this “Amendment”) is being filed solely to replace the version of Exhibit 5.1 (the “Initial Exhibit”) attached to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2024 (the “Initial 8-K”) and amends and restates the Initial 8-K in its entirety. Due to a clerical error, the Initial Exhibit inadvertently excluded the number of Shares (as defined below) issued and sold in the Offering (as defined below) as described in Item 1.01 of the Initial 8-K. Except for the foregoing, this Amendment does not modify or update any disclosure contained in the Initial 8-K or its other exhibits, and such other exhibits thereto (other than Exhibit 23.1, which is included in Exhibit 5.1 filed herewith) are hereby expressly incorporated into this Amendment by reference.

 

Item 1.01

Entry into a Material Definitive Agreement

 

On May 29, 2024, Bruker Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 6,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price to the Underwriters of $67.29 per share (the “offering price”). Pursuant to the Underwriting Agreement, the Company also has granted the Underwriters the right to purchase from the Company up to an additional 900,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”), exercisable within a 30-day period, at the offering price.

 

The Offering was made pursuant to an automatically effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2024 (File No. 333-279783) and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.

 

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.

 

A copy of the legal opinion, including the related consent, of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 8.01

Other Events

 

On May 29, 2024, the Company issued press releases announcing that it had launched and priced the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit Number	Description
1.1	Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 31, 2024)
5.1	Opinion of Morgan, Lewis & Bockius LLP
23.1	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 filed herewith)
99.1	Press Release dated May 29, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 31, 2024)
99.2	Press Release dated May 29, 2024 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on May 31, 2024)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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.

 

	BRUKER CORPORATION (Registrant)
Date: June 5, 2024	By:	/s/ GERALD N. HERMAN
		Name: Gerald N. Herman
		Title: Executive Vice President and Chief Financial Officer

 

 

Exhibit 5.1

 

 

 

 

May 31, 2024

 

Bruker Corporation

40 Manning Road

Billerica, Massachusetts 01821

 

Ladies and Gentlemen:

 

We have acted as counsel to Bruker Corporation, a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the proposed offering and sale of up to 6,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares of common stock (the “Optional Shares” and together with the Firm Shares, the “Shares”).

 

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to the Delaware General Corporation Law.

 

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

 

Very truly yours,

 

/s/ Morgan, Lewis & Bockius LLP

 

	Morgan, Lewis & Bockius llp
	One Federal Street
	Boston, MA 02110-1726	+1.617.341.7700
	United States	+1.617.341.7001

 

 

v3.24.1.1.u2

Cover	May 29, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	May 29, 2024
Entity File Number	001-30833
Entity Registrant Name	BRUKER CORPORATION
Entity Central Index Key	0001109354
Entity Tax Identification Number	04-3110160
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	40 Manning Road
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
City Area Code	978
Local Phone Number	663-3660
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BRKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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