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EX-99.1 - EX-99.1 - BRUKER CORPa17-13013_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 11, 2017

 

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

000-30833
(Commission
File Number)

 

04-3110160
(IRS Employer
Identification No.)

 

40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (978) 663-3660

 


 

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

 

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

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

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

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

 

Emerging growth company  o

 

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. o

 

 

 



 

Section 8 — Other Events

 

Item 8.01.  Other Events.

 

On May 11, 2017, the Board of Directors of Bruker Corporation (the “Company”) approved a share repurchase program authorizing the purchase of up to $225 million of the Company’s common stock over a two-year period commencing May 12, 2017 and declared a quarterly cash dividend in the amount of $0.04 per share on the Company’s common stock.  The dividend will be paid on June 23, 2017 to stockholders of record as of June 5, 2017.

 

Under the share repurchase program, the Company may repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may be executed using open market purchases, privately negotiated purchases or other transactions during the period from May 12, 2017 to May 11, 2019. The Company intends to fund repurchases under the share repurchase program from cash on hand and available borrowings under its existing credit facility. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended, modified or terminated at any time without prior notice.

 

A copy of the Company’s press release announcing approval of the $225 million share repurchase program and the quarterly dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements, including, but not limited to, statements regarding the Company’s commitment to repurchasing its shares at any level in the future, the anticipated value of shares to be repurchased by the Company, the expected timing of such repurchases and the availability of funds for the repurchase of shares. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual future results and/or events may differ materially from such expectations as a result of important risk factors, which include, in addition to those identified in the Company’s Form 10-K for the year ended December 31, 2016 and its other filings with the Securities and Exchange Commission: a change in the Company’s share repurchase program by the Company’s Board of Directors or management, including changes in the value of shares to be repurchased or the timing of such repurchases, and unanticipated material payment obligations incurred by the Company that decrease the Company’s willingness or ability to repurchase shares at the anticipated level and timing, or at all. These risks and uncertainties could cause actual results to differ materially from those referred to in these forward-looking statements. The Company expressly disclaims any obligation to update or revise these forward-looking statements, except as otherwise specifically stated by the Company or as required by law or regulation.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

 

Number

 

 

 

99.1                      Press release dated May 12, 2017.

 

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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.

 

 

BRUKER CORPORATION

 

(Registrant)

 

 

 

Date: May 12, 2017

By:

/s/ANTHONY L. MATTACCHIONE

 

 

Anthony L. Mattacchione

 

 

Senior Vice President and

 

 

Interim Chief Financial Officer

 

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Exhibit Index

 

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated May 12, 2017.

 

Filed herewith

 

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