Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

 

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Date of Report (Date of earliest event reported): February 18, 2016

 

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: [phone]

 

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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))

 

 

 

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Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 18, 2016, the Board of Directors of Bruker Corporation (the “Company”) appointed Mr. Anthony L. Mattacchione to serve as the Company’s Chief Financial Officer, effective immediately. Mr. Mattacchione has served since June 2015 as the Company’s Senior Vice President and Interim Chief Financial Officer. Mr. Mattacchione joined the Company in February 2013 as Senior Vice President, Finance & Accounting, with responsibility for the Company’s global finance and accounting functions, including financial planning & analysis, corporate accounting, treasury, tax, shared financial services, internal controls and audit and global ERP business processes.  Prior to joining the Company, Mr. Mattacchione served as Chief Financial Officer of EMD Millipore Corporation, a subsidiary of Merck KGaA, and as Vice President, Controller and Chief Accounting Officer of Millipore Corporation.

 

In connection with his appointment as Chief Financial Officer, Mr. Mattacchione’s base salary will be increased from $351,900 to $418,000. He will continue to be eligible to participate in the Company’s cash and equity incentive plans, and for 2016 will be eligible to receive an annual cash incentive bonus based on a target level of $271,700, subject to performance conditions to be established by the Compensation Committee of the Company’s Board of Directors.  Also in connection with this appointment, the Compensation Committee approved equity incentive awards to Mr. Mattacchione valued at $650,000, effective as of February 18, 2016, pursuant to the Company’s 2010 Incentive Compensation Plan. The awards granted consist of options to purchase 34,486 shares of common stock of the Company and 13,103 shares of restricted common stock, in each case subject to a four-year vesting period in approximately equal annual increments, commencing February 18, 2017.

 

There are no other arrangements or understandings between Mr. Mattacchione and any other persons pursuant to which he was selected as the Company’s Chief Financial Officer and there are no transactions involving the Company and Mr. Mattacchione that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

A copy of the Company’s press release announcing Mr. Mattacchione’s appointment  is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01.  Other Events.

 

On February 22, 2016, the Company announced the establishment of a dividend policy and the declaration by its Board of Directors of an initial quarterly cash dividend in the amount of $0.04 per share of the Company’s issued and outstanding common stock.  The dividend will be paid on March 24, 2016 to stockholders of record as of March 4, 2016.

 

Under the dividend policy, the Company will target a cash dividend to the Company’s stockholders in the amount of $0.16 per share per annum, payable in equal quarterly installments. Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments, if any, are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company’s stockholders.  The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time.

 

A copy of the Company’s press release announcing approval of the dividend policy and declaration of the initial dividend payment is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements, including, but not limited to, statements regarding the expected future level and timing of any dividend payments and the Company’s commitment

 

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to paying dividends at any level in the future. 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, 2014 and its other filings with the Securities and Exchange Commission, a change in the Company’s dividend policy by the Company’s Board of Directors (which has the ability in its sole discretion to increase, decrease or eliminate entirely the Company’s dividend at any time)  and unanticipated material payment obligations incurred by the Company that decrease the Company’s willingness or ability to pay dividends 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.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits

 

Number
99.1		Press release entitled “Bruker Corporation Appoints Anthony Mattacchione as Chief Financial Officer” dated February 22, 2016.
99.2		Press release entitled “Bruker Announces Initiation of Quarterly Dividend” dated February 22, 2016.

 

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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: February 22, 2016	By:	/s/Anthony L. Mattacchione
		Anthony L. Mattacchione
		Senior Vice President and
		Chief Financial Officer

 

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Exhibit Index

 

Exhibit Number		Exhibit Name
99.1		Press release entitled “Bruker Corporation Appoints Anthony Mattacchione as Chief Financial Officer” dated February 22, 2016.
99.2		Press release entitled “Bruker Announces Initiation of Quarterly Dividend” dated February 22, 2016.

 

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Exhibit 99.1

 

 

 

Bruker Corporation Appoints Anthony Mattacchione

as Chief Financial Officer

 

BILLERICA, Mass. — February 22, 2016 — Bruker Corporation (NASDAQ: BRKR) today announced the appointment of Anthony (‘Tony’) Mattacchione as Chief Financial Officer, effective immediately.  Mr. Mattacchione has served as the Company’s Interim Chief Financial Officer since June 2015, and he previously served as Bruker’s Senior Vice President of Finance & Accounting.

 

Frank Laukien, Bruker’s President and CEO, stated: “On behalf of Bruker’s Board and executive management team, I am very pleased to congratulate Tony on his appointment. Tony has the strategic and leadership skills, as well as the operational experience and focus, to assist Bruker in driving continuous improvements in operational excellence and financial performance. I am convinced that Tony will be an excellent Chief Financial Officer for Bruker.”

 

“Tony has been a key leader of the Bruker finance team since he joined the Company,” added John Ornell, a Bruker director and member of the Board’s Audit Committee. “Tony has performed flawlessly in his role as interim CFO, and he has been a very strong contributor to Bruker in many aspects.  I now look forward to working with Tony as Bruker’s CFO, and to mentoring Tony using my 13 years of experience as a public-company CFO.”

 

Mr. Mattacchione brings more than thirty years of financial, accounting, operational and management experience to Bruker’s CFO position.  Prior to becoming Bruker’s Interim CFO in 2015, he had responsibility for Bruker’s global finance and accounting functions, including financial planning & analysis, corporate accounting, public company reporting, treasury, tax, shared financial services, internal controls and audit, and global ERP business processes.  Mr. Mattacchione has been, and will continue to be, a key leader in upgrading Bruker’s financial and ERP systems, and in implementing advanced management processes at Bruker.

 

Prior to joining Bruker, Mr. Mattacchione served as Chief Financial Officer of EMD Millipore Corporation, a subsidiary of Merck KGaA, from 2010 to 2013.   Previously, he was Vice President, Controller and Chief Accounting Officer of Millipore Corporation between 2006 and 2010. He also held various financial leadership roles during a 16-year career at Gerber Scientific.  Mr. Mattacchione is a certified public accountant, and holds an MBA from the University of Connecticut.

 

Tony Mattacchione commented: “I am delighted and honored to have been appointed as Bruker’s CFO. It will be a pleasure to work with our Board, CEO and executive management team to drive Bruker’s next phase of Operational Excellence, and to lead our financial strategy of profitable revenue growth, steady margin expansion, further working capital improvements, high RoIC, and disciplined capital deployment. I believe Bruker is well on its way to becoming an even better company - for our customers, our employees and our shareholders.”

 

About Bruker Corporation

 

For more than 50 years, Bruker has enabled scientists to make breakthrough discoveries and develop new applications that improve the quality of human life.  Bruker’s high-performance scientific research instruments and high-value analytical solutions enable scientists to explore life and materials at molecular, cellular and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, productivity and customer success in life science molecular research, in applied and pharma applications, and in microscopy, nano-analysis and industrial applications, as well as in cell biology, preclinical imaging, clinical research, microbiology and molecular diagnostics.  For more information, please visit:  http://www.bruker.com.

 

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Forward Looking Statements

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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 projected, including, but not limited to, risks and uncertainties relating to adverse changes in conditions in the global economy and volatility in the capital markets, the integration of businesses we have acquired or may acquire in the future, our ability to successfully implement our restructuring initiatives, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, realization of anticipated benefits from economic stimulus programs, intellectual property rights, litigation, exposure to foreign currency fluctuations and other risk factors discussed from time to time in our filings with the Securities and Exchange Commission. 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, 2014 and subsequently filed Quarterly Reports on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

 

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Contacts:

 

Joshua Young

Vice President, Investor Relations & Corporate Development

Bruker Corporation

T: +1 (978) 667—9580, ext. 1479

E: [e-mail]

 

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Exhibit 99.2

 

 

Bruker Announces Initiation of Quarterly Dividend

 

BILLERICA, Mass. — February 22, 2016 — Bruker Corporation (NASDAQ: BRKR) today announced that its Board of Directors has approved the initiation of a dividend policy under which the Company will target a cash dividend to the Company’s stockholders in the amount of $0.16 per share per annum, payable in equal quarterly installments.

 

The Company’s Board of Directors also declared an initial quarterly cash dividend of $0.04 per share of common stock, payable on March 24, 2016 to stockholders of record as of the close of business on March 4, 2016.

 

Mr. Anthony Mattacchione, the Company’s Chief Financial Officer, said: “The decision by Bruker’s board of directors to initiate a dividend represents a significant milestone in the Company’s history, as it demonstrates confidence in our growth prospects, free cash flow generation and financial outlook over the long-term, and reinforces our commitment to delivering value to our shareholders.”

 

Future dividend declarations and the establishment of record and payment dates for future dividend payments, if any, are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company’s stockholders. The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time.

 

About Bruker Corporation

 

For more than 50 years, Bruker has enabled scientists to make breakthrough discoveries and develop new applications that improve the quality of human life.  Bruker’s high-performance scientific research instruments and high-value analytical solutions enable scientists to explore life and materials at molecular, cellular and microscopic levels.

 

In close cooperation with our customers, Bruker is enabling innovation, productivity and customer success in life science molecular research, in applied and pharma applications, and in microscopy, nano-analysis and industrial applications, as well as in cell biology, preclinical imaging, clinical research, microbiology and molecular diagnostics.  For more information, please visit:  http://www.bruker.com.

 

Forward Looking Statements

 

This press release contains forward-looking statements, including, but not limited to, statements regarding the expected future level and timing of any dividend payments, the Company’s commitment to paying dividends at any level in the future, and the availability of funds for the payment of dividends. 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, 2014 and its other filings with the Securities and Exchange Commission, a change in the Company’s dividend policy by the Company’s Board of Directors (which has the ability in its sole discretion to increase, decrease or eliminate entirely the Company’s dividend at any time) and unanticipated material payment obligations incurred by the Company that decrease the Company’s willingness or ability to pay dividends 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.

 

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Contacts:

 

Joshua Young

Vice President, Investor Relations

Bruker Corporation

T: +1 (978) 667 — 9580, ext. 1479

[e-mail]

 

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