UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 8 – Other Events
Item 8.01. Other Events.
On May 12, 2021, the Board of Directors of Bruker Corporation (the “Company”) approved a share repurchase authorization authorizing the purchase of up to $500 million of the Company’s common stock over a two-year period commencing May 13, 2021.
Under the share repurchase authorization, 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, including transactions that may be effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, during the period from May 13, 2021 to May 12, 2023. 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 authorization 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 $500 million share repurchase authorization and the quarterly dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
FORWARD-LOOKING STATEMENTS
This report includes 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. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause a change in the Company’s share repurchase authorization 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 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, 2020. These risks and uncertainties could cause actual results to differ materially from those referred to in these forward-looking statements. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Number |
Description | |
| 99.1 | Press release dated May 13, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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) |
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| Date: May 13, 2021 | By: | /s/ GERALD N. HERMAN |
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| Gerald N. Herman | ||||||||
| Chief Financial Officer | ||||||||