SEC FILE NUMBER: 000-30833
CUSIP NUMBER: 116794108
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(Check one):
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x Form 10-K
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o Form 20-F
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o Form 11-K
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o Form 10-Q
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o Form 10-D
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o Form N-CEN
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o Form N-CSR
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For Period Ended:
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December 31, 2019
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o Transition Report on Form 10-K
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o Transition Report on Form 20-F
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o Transition Report on Form 11-K
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o Transition Report on Form 10-Q
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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Bruker Corporation
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Full Name of Registrant
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N/A
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Former Name if Applicable
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40 Manning Road
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Address of Principal Executive Office (Street and Number)
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Billerica, MA 01821
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City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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o
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
Bruker Corporation (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2019 within the prescribed time period because it requires additional time to complete the investigation described below. The Company does not currently expect to file its Form 10-K for the year ended December 31, 2019 by the extended filing date pursuant to Rule 12b-25; however, the Company anticipates that the Form 10-K will be filed as soon as practicable following completion of the investigation.
As previously disclosed in the Company’s Current Report on Form 8-K filed on February 18, 2020, the Company’s Audit Committee of the Board of Directors (the “Audit Committee”) has initiated an internal investigation into an allegation recently received in connection with the Company’s year-end close, primarily relating to income tax matters including the effective income tax rate for 2019 and the related income tax balance sheet accounts. The Audit Committee is overseeing the investigation with the assistance of independent, experienced external advisors. The investigation is ongoing and the Company cannot predict its duration or outcome.
The filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 will be delayed pending completion of the internal investigation and the Company’s ongoing assessment of the impact on financial reporting and internal controls, including disclosure controls and procedures. The Company is working diligently and intends to file its Annual Report on Form 10-K as promptly as reasonably practicable after the conclusion of these matters.
Special Note Regarding Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties, including statements regarding the outcome of the internal investigation described herein; and the Company’s expectation that it will not timely file its Annual Report on Form 10-K for the year ended December 31, 2019 by the extended filing date pursuant to Rule 12b-25. Forward looking statements are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the ongoing nature of the investigation and the completion of matters necessary to permit the filing of the Annual Report on Form 10-K for the year ended December 31, 2019. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.