UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

 

BRUKER BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		04-3110160
(State of Incorporation)		(IRS Employer Identification Number)

 

40 Manning Road
Billerica, Massachusetts 01821
(Address of Principal Executive Offices)

BRUKER BIOSCIENCES CORPORATION

AMENDED AND RESTATED 2000 STOCK OPTION PLAN

(Full title of the Plan)

 

Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer
Bruker BioSciences Corporation
40 Manning Road
Billerica, MA 01821
(Name and address of agent for service)

 

(978) 663-3660
(Telephone number, including area code, of agent for service)

 

copy to:

 

Richard M. Stein
Nixon Peabody LLP
100 Summer Street
Boston, Massachusetts 02110
(617) 345-1000

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered				Amount to be registered(1)				Proposed maximum offering price per share					Proposed maximum aggregate offering price					Amount of registration fee
Amended and Restated 2000 Stock Option Plan Common Stock, par value $.01 per share				1,680,000				$	6.27(2)				$	10,533,600(2)				$	1,128

 

(1)             Also registered hereunder are such additional number of shares of Common Stock, presently indeterminable, as may be necessary to satisfy the antidilution provisions of the Plan to which this Registration Statement relates.

(2)             Computed solely for the purpose of calculating the registration fee under Rule 457(h) under the Securities Act on the basis of the average of the high and low selling price per share of Bruker BioSciences Corporation’s Common Stock on the Nasdaq National Market on August 25, 2006.

 

NOTE

This Registration Statement is being filed solely for the purpose of registering 1,680,000 additional shares of Common Stock of Bruker BioSciences Corporation (the “Company”) issuable pursuant to the Company’s Amended and Restated 2000 Stock Option Plan (the “Plan”) originally adopted in 2000.  The total number of shares issuable under the Plan is 8,000,000 as of June 29, 2006, of which 6,320,000 shares were previously registered on Form S-8 (Reg. No. 333-47836 and 333-107924).  Pursuant to Instruction E to Form S-8, the contents of the Bruker Daltonics Inc. Registration Statement on Form S-8 (Registration No. 333-47836) and the Bruker BioSciences Corporation Registration Statement on Form S-8 (Registration No. 333-107924) are herein incorporated by reference.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the authorization and issuance of the shares of Common Stock offered hereby will be passed upon by Nixon Peabody LLP, Boston, Massachusetts, counsel to the Company.  Richard M. Stein, a partner in the law firm of Nixon Peabody LLP, beneficially owns shares of Common Stock and options to purchase Common Stock in the Company and also serves as Secretary and a Director of the Company.  In addition, Nixon Peabody LLP beneficially owns options to purchase Common Stock in the Company.

ITEM 8. EXHIBITS

Number		Description
5.1		Opinion of Nixon Peabody LLP
23.1		Consent of Ernst & Young LLP
23.2		Consent of Nixon Peabody LLP (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference)
24.1		Powers of Attorney (included on the signature page of this Form S-8 and incorporated by reference)

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billerica in The Commonwealth of Massachusetts on August 31, 2006.

	BRUKER BIOSCIENCES CORPORATION
	By:	/s/ Frank H. Laukien
		Frank H. Laukien, Ph.D.
		Chairman, President and Chief Executive Officer

 

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Frank H. Laukien and William J. Knight and each of them, with the power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or in his name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Frank H. Laukien		President, Chief Executive Officer, and Chairman		August 31, 2006
Frank H. Laukien, Ph.D.		of the Board (Principal Executive Officer)
/s/ William J. Knight		Chief Financial Officer (Principal Financial		August 31, 2006
William J. Knight		and Accounting Officer)
/s/ M. Christopher Canavan, Jr.		Director		August 28, 2006
M. Christopher Canavan, Jr.
/s/ Taylor J. Crouch		Director		August 31, 2006
Taylor J. Crouch
/s/ Daniel S. Dross		Director		August 31, 2006
Daniel S. Dross
/s/ Collin J. D’Silva		Director		August 31, 2006
Collin J. D’Silva
		Director
Richard D. Kniss
		Director
Joerg C. Laukien
/s/ William A. Linton		Director		August 25, 2006
William A. Linton
/s/ Richard M. Stein		Director		August 31, 2006
Richard M. Stein
/s/ Bernhard Wangler		Director		August 31, 2006
Bernhard Wangler

 

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INDEX TO EXHIBITS

Exhibit
No.		Description
5.1		Opinion of Nixon Peabody LLP
23.1		Consent of Ernst & Young LLP
23.2		Consent of Nixon Peabody LLP (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference)
24.1		Powers of Attorney (included on the signature page of this Form S-8 and incorporated by reference)

 

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