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As filed with the Securities and Exchange Commission on October 12, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
BRUKER DALTONICS INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3110160
(State of Incorporation) (IRS Employer Identification Number)
15 Fortune Drive, Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)
BRUKER DALTONICS INC.
2000 STOCK OPTION PLAN
(Full title of the Plans)
Frank H. Laukien, Ph.D.
President and Chief Executive Officer
Bruker Daltonics Inc.
15 Fortune Drive
Billerica, Massachusetts 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, Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
----------------------------------- ----------------------- ------------------- ---------------------- -----------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered registered (1) Offering Price Aggregate Offering Registration Fee
Per Unit Price
----------------------------------- ----------------------- ------------------- ---------------------- -----------------------
748,500 $5.30 (2) $3,967,050 (2) $1,048
2000 Stock Option Plan
Common Stock, par value $.01 per 1,439,500 $32.6875 (3) $47,053,656 (3) $12,423
share
----------------------------------- ----------------------- ------------------- ---------------------- -----------------------
</TABLE>
(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 Plans 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 weighted average
exercise price of the outstanding options.
(3) 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's Common Stock on the Nasdaq National
Market on October 11, 2000.
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PART I
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus in omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus in omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Bruker Daltonics Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below. In addition, all documents
subsequently filed by The Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (prior to the filing of a Post-Effective
Amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as so
modified or superseded.
(a) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 on August 4, 2000.
(b) All other reports of the Company filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since August 4, 2000.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Company's Registration Statement on Form 8-A (File
No. 000-30833) filed on June 20, 2000 pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, including any amendment or report
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
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 Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts, counsel to the Company. Richard
M. Stein, a stockholder of Hutchins, Wheeler & Dittmar, owns 1,900 shares of
common stock in the Company and also serves as Secretary and a Director of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law, the Company has
included in its certificate of incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, other than breaches of their duty
of loyalty, actions not in good faith or which involve intentional misconduct,
or transactions from which they derive improper personal benefit. In addition,
its bylaws provide that the Company is required to
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indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and the Company is required to advance expenses to its officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified. At present, the Company is not aware of any pending or threatened
litigation or proceeding involving its directors, officers, employees or agents
in which indemnification would be required or permitted. the Company believes
that its certificate of incorporation provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by The Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registration Statement on Form S-1
(File No. 333-34820) and incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
the Registration Statement on Form S-1 (File No. 333-34820) and
incorporated herein by reference)
4.3 2000 Stock Option Plan (filed as Exhibit 10.1 to the Registration
Statement on Form S-1 (File No. 333-34820) and incorporated herein
by reference)
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1)
24.1 Powers of Attorney (included as a part of the signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes the following:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation
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from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes, that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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
October 12, 2000.
BRUKER DALTONICS INC.
By: /s/ Frank H. Laukien
----------------------------------
Frank H. Laukien, Ph.D
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 John J. Hulburt 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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Frank H. Laukien President, Chief Executive Officer, October 12, 2000
------------------------------------ Chairman of the Board and Director
Frank H. Laukien, Ph.D (principal executive officer)
/s/ John J. Hulburt Corporate Controller and Treasurer, October 12, 2000
------------------------------------ (principal accounting officer)
John J. Hulburt
/s/ Dieter Koch, Ph.D
------------------------------------ Director October 12, 2000
Dieter Koch, Ph.D
/s/ Bernhard Wangler
------------------------------------ Director October 12, 2000
Bernhard Wangler
/s/ William A. Linton
------------------------------------ Director October 12, 2000
William A. Linton
/s/ Collin D'Silva
------------------------------------ Director October 12, 2000
Collin D'Silva
/s/ Richard M. Stein
------------------------------------ Director October 12, 2000
Richard M. Stein
/s/ M. Christopher Canavan, Jr.
------------------------------------ Director October 12, 2000
M. Christopher Canavan, Jr.
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.2 Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registration Statement on Form S-1
(File No. 333-34820) and incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
the Registration Statement on Form S-1 (File No. 333-34820) and
incorporated herein by reference)
4.3 2000 Stock Option Plan (filed as Exhibit 10.1 to the Registration
Statement on Form S-1 (File No. 333-34820) and incorporated herein
by reference)
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1)
24.1 Powers of Attorney (included as a part of the signature page of this
Registration Statement)
