FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRUKER AXS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1908020
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5465 East Cheryl Parkway
Madison, WI 53711
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-66066
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
ITEM 1. DESCRIPTION OF THE REGISTRANTS' SECURITIES TO BE REGISTERED
The Registrant is registering shares of Common Stock, par value
$0.01 per share, pursuant to a Registration Statement on Form S-1 (File No.
333-66066) that was filed with the Securities and Exchange Commission on July
27, 2001, as amended (the "S-1 Registration Statement"). Reference is made to
the sections entitled "Prospectus Summary -- The Offering" and "Description
of Capital Stock" in the prospectus forming a part of the S-1 Registration
Statement, and all amendments to the S-1 Registration Statement subsequently
filed with the Commission, including any prospectus relating thereto filed
subsequently pursuant to Rule 424 of the Securities Act of 1933, as amended.
Such S-1 Registration Statement and all amendments to the S-1 Registration
Statement are hereby deemed to be incorporated by reference into this
Registration Statement in accordance with the Instructions to Item 1 of this
Form.
ITEM 2. EXHIBITS
EXHIBIT NO.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
4.2* Investor Rights Agreement dated January 16, 2001 between the
Registrant and the entities listed therein.
* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of the Registrant, File No. 333-66066, filed with the
Securities and Exchange Commission on July 27, 2001.
[Remainder of Page Intentionally Left Blank]
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused Form 8-A Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
BRUKER AXS INC.
Dated: November 20, 2001 By: /s/ MARTIN HAASE
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Martin Haase
President and Chief Executive Officer
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