Bruker Corp Files 8-K/A Amendment

TL;DR

Bruker Corp filed an amendment to an 8-K, likely correcting or adding details to a material event.

AI Summary

Bruker Corporation filed an 8-K/A on June 5, 2024, to amend a previous filing. The amendment relates to the entry into a material definitive agreement and other events, specifically concerning financial statements and exhibits, with the earliest event reported on May 29, 2024.

Why It Matters

This filing is an amendment to a previous report, indicating a correction or addition to previously disclosed material information by Bruker Corporation.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, typically for corrections or additions, and does not inherently introduce new risks.

Key Numbers

• 001-30833 — SEC File Number (Identifies Bruker Corp's filing with the SEC.)
• 04-3110160 — IRS Employer Identification No. (Tax identification number for Bruker Corp.)

Key Players & Entities

• Bruker Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 001-30833 (filing_id) — SEC File Number
• 04-3110160 (tax_id) — I.R.S. Employer Identification No.
• 40 Manning Road Billerica, MA 01821 (address) — Principal executive offices
• May 29, 2024 (date) — Date of earliest event reported
• June 5, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share BRKR The Nasdaq
• $67.29 — ement at a price to the Underwriters of $67.29 per share (the "offering price"). Pursu

Filing Documents

• tm2416505d1_8k.htm (8-K/A) — 33KB
• tm2416505d1_ex5-1.htm (EX-5.1) — 7KB
• tm2416505d1_ex5-1img01.jpg (GRAPHIC) — 7KB
• tm2416505d1_ex5-1img02.jpg (GRAPHIC) — 1KB
• tm2416505d1_ex5-1img03.jpg (GRAPHIC) — 1KB
• 0001104659-24-068698.txt ( ) — 225KB
• brkr-20240529.xsd (EX-101.SCH) — 3KB
• brkr-20240529_lab.xml (EX-101.LAB) — 33KB
• brkr-20240529_pre.xml (EX-101.PRE) — 22KB
• tm2416505d1_8k_htm.xml (XML) — 3KB

From the Filing

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 issuanc

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