Current Report Filing (8-k)
March 05 2020 - 5:16PM
Edgar (US Regulatory)
0001109354
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0001109354
2020-03-02
2020-03-03
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
March 3, 2020
BRUKER CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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000-30833
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04-3110160
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(State
or other jurisdiction of
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Commission
File No.
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
No.)
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40
Manning Road
Billerica,
MA 01821
(Address
of principal executive offices) (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 obligations 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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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BRKR
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On March 3, 2020, Bruker
Corporation (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 (the “Form 10-K”), the Company is not in compliance with the timely filing
requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification letter has no immediate effect on the
listing or trading of the Company’s common stock on the Nasdaq Global Select Market.
Nasdaq has informed
the Company that the Company must submit a plan of compliance (the “Plan”) within 60 calendar days, or no later than
May 4, 2020, addressing how it intends to regain compliance with Nasdaq’s listing rules and, if Nasdaq accepts the Plan,
it may grant an extension of up to 180 calendar days from the Form 10-K original filing due date, or until August 31, 2020, to
regain compliance.
The Company is working
diligently and intends to file the Form 10-K as promptly as reasonably practicable after the conclusion of an internal investigation
into an allegation recently received in connection with the 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 Company expects to file the Form
10-K within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain
compliance.
Item 7.01. Regulation FD Disclosure.
A press release, dated
March 5, 2020, disclosing the Company’s receipt of the Nasdaq notification letter is attached hereto as Exhibit 99.1.
The information furnished
in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward Looking Statements
Any statements contained in this
Current Report on Form 8-K that do not describe historical facts may constitute 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,
including statements regarding the expected timing for the filing of the Form 10-K, the Company’s ability to regain
compliance with the Nasdaq requirements for continued listing and related matters. Any forward-looking statements contained
herein 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 relating to the outcome of the
previously announced internal investigation, the failure of the Company to file the Form 10-K on its expected timeline and
other risk factors discussed from time to time in our filings with the Securities and Exchange Commission, or SEC. These and
other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our
annual report on Form 10-K for the year ended December 31, 2018. We expressly disclaim any intent or obligation to update
these forward-looking statements other than as required by law.
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: March 5, 2020
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By:
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/s/GERALD N. HERMAN
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Gerald N. Herman
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Chief Financial Officer
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