BEC » Topics » (Former name or former address, if changed since last report.)

This excerpt taken from the BEC 8-K filed May 26, 2009.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2009, Beckman Coulter, Inc. (the “Company”) announced that it priced an offering of its common stock (the “Offering”), which closed on May 26, 2009. In connection with the Offering, the Company entered into (i) forward sale agreements dated May 19, 2009 (the “Forward Sale Agreements”) with each of Morgan Stanley & Co. International plc and Morgan Stanley & Co. Incorporated, as agent, and Goldman, Sachs & Co. (collectively, the “Forward Purchasers”), (ii) additional forward sale agreements dated May 22, 2009 (the “Additional Forward Sale Agreements” and, together with the Forward Sale Agreements, the “Forward Agreements”) with each of the Forward Purchasers and (iii) an underwriting agreement dated May 19, 2009 (the “Underwriting Agreement”) by and among the Company, the Forward Purchasers and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as representatives of the several underwriters listed therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Forward Purchasers are borrowing and selling to the Underwriters an aggregate of 4,722,989 shares of the Company’s common stock, which include 222,989 shares pursuant to the Underwriters’ partial exercise on May 22, 2009 of their over-allotment option. The Underwriters are offering the shares to the public at a price of $53.00 per share.

The Forward Agreements relate to the forward sale by the Company of a number of shares of common stock equal to the number of shares of common stock to be borrowed and sold by each Forward Purchaser pursuant to the Underwriting Agreement. Settlement of the Forward Agreements is expected to occur in conjunction with the closing of the Company’s pending acquisition of the diagnostic systems portion of Olympus Corporation’s life science business, but in no event later than twelve months following the date of the Offering. Upon physical settlement of the Forward Agreements, the Company will deliver shares of its common stock in exchange for cash proceeds at the public offering price less the underwriting discount (subject to adjustment as provided in the Forward Agreements); however, subject to certain exceptions, the Company may elect cash or net share settlement for all or a portion of its obligations under any of the Forward Agreements. Assuming physical settlement of the Forward Agreements based upon an initial forward price of approximately $50.75 per share as of the closing date of the Offering, the Company would receive net proceeds of approximately $239.7 million upon settlement of the Forward Agreements, after deducting the underwriters’ discount and before deducting estimated offering expenses.

The Offering has been made pursuant to the Company’s existing Registration Statement on Form S-3 File No. 333-155275 (the “Registration Statement”), previously filed by the Company with the Securities and Exchange Commission (the “Commission”). The Offering is described in the prospectus supplement of the Company, dated May 19, 2009, together with the related prospectus dated November 12, 2008, filed with the Commission under Rule 424(b) on May 21, 2009.

The Underwriting Agreement and Forward Sale Agreements contain various representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement and the Forward Sale Agreements set forth above is qualified by reference to the Underwriting Agreement and the Forward Agreements, which are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4 respectively, to this Current Report on Form 8-K and incorporated by reference herein.

In the ordinary course of their respective businesses, the Underwriters and the Forward Purchasers or their affiliates have performed and may in the future perform certain commercial banking, investment banking and advisory services for the Company from time to time for which they have received and may receive in the future customary fees and expenses.

This Current Report on Form 8-K may be deemed to include forward-looking statements, which are based on current expectations and assumptions and are subject to a number of risks and uncertainties, identified in the Company’s reports filed with the Commission, including the “Risk Factors” section in the most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the Commission.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

  1.1    Underwriting Agreement, dated May 19, 2009, among Beckman Coulter, Inc. and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as representatives of the underwriters named therein, Morgan Stanley & Co. Incorporated, in its capacity as forward seller and agent for Morgan Stanley & Co. International plc and Goldman, Sachs & Co., in its capacity as forward seller.
  4.1    Confirmation of Forward Stock Sale Transaction, dated May 19, 2009, between Beckman Coulter, Inc. and Morgan Stanley & Co. International plc and Morgan Stanley & Co. Incorporated, as agent.
  4.2    Confirmation of Forward Stock Sale Transaction, dated May 19, 2009, between Beckman Coulter, Inc. and Goldman, Sachs & Co.
  4.3    Confirmation of Additional Forward Stock Sale Transaction, dated May 22, 2009, between Beckman Coulter, Inc. and Morgan Stanley & Co. International plc and Morgan Stanley & Co. Incorporated, as agent.
  4.4    Confirmation of Additional Forward Stock Sale Transaction, dated May 22, 2009, between Beckman Coulter, Inc. and Goldman, Sachs & Co.
  5.1    Opinion of Latham & Watkins LLP, dated May 26, 2009.
23.1    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).


This excerpt taken from the BEC 8-K filed May 21, 2009.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2009, Beckman Coulter, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $250,000,000 aggregate principal amount of the Company’s 6% Senior Notes due 2015 (the “2015 Notes”) and $250,000,000 aggregate principal amount of the Company’s 7% Senior Notes due 2019 (the “2019 Notes” and, together with the 2015 Notes, the “Notes”) in connection with the public offering of the Notes (the “Offering”). The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

In the ordinary course of their respective businesses, the Underwriters or their affiliates have performed and may in the future perform certain commercial banking, investment banking and advisory services for the Company from time to time for which they have received and may receive in the future customary fees and expenses.

The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Notes are governed by the terms of an Indenture, dated as of April 25, 2001, between the Company and Wells Fargo Bank, National Association, as successor trustee to Citibank, N.A., previously filed as an exhibit to the Registration Statement, as supplemented by a supplemental indenture, dated as of May 21, 2009 (the “Supplemental Indenture”), between the Company and the Trustee thereunder, establishing the terms of each series of Notes. The form of the Supplemental Indenture and the form of each series of Notes are filed as Exhibit 4.1, 4.2 and 4.3 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein and in the Registration Statement. The Notes are unsecured obligations of the Company. The Supplemental Indenture and Notes contain certain covenants, and provide for optional and mandatory redemption under certain circumstances. The terms of the Notes are described in the prospectus supplement of the Company, dated May 18, 2009, together with the related prospectus dated November 12, 2008, filed with the Commission under Rule 424(b)(2) on May 20, 2009.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated May 18, 2009, among the Company and the underwriters named therein.
  4.1    Supplemental Indenture, dated as of May 21, 2009.
  4.2    Form of 2015 Note (included in Exhibit 4.1 hereto).
  4.3    Form of 2019 Note (included in Exhibit 4.1 hereto).
  5.1    Opinion of Latham & Watkins LLP, dated May 21, 2009
23.1    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).


This excerpt taken from the BEC 8-K filed May 18, 2009.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On May 18, 2009, Beckman Coulter, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a preliminary prospectus supplement, dated May 18, 2009, and accompanying prospectus, dated November 12, 2008, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in respect of the Company’s proposed offering of up to $500,000,000 in aggregate principal amount of senior notes. The section entitled “Offering Summary” from page S-1 through S-10 of the preliminary prospectus supplement, dated May 18, 2009, is hereby incorporated by reference into this Current Report.


This excerpt taken from the BEC 8-K filed May 13, 2009.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2009, Beckman Coulter, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement with Bank of America, N.A., as sole administrative agent, JPMorgan Chase Bank, N.A., as sole syndication agent, Citibank, N.A., as sole documentation agent, Banc of America Securities, LLC, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint lead bookrunners, and the initial lenders listed in the agreement. This agreement amends and restates the credit agreement entered into in January 2005, which would have terminated in January 2010. The amended and restated agreement will terminate on May 8, 2012.

The agreement provides the Company with a $350,000,000 revolving line of credit, which may be increased in $50,000,000 increments up to a maximum line of credit of $450,000,000, and includes a $50,000,000 swing line sublimit. The proceeds may be used solely for working capital and other general corporate purposes of the Company and its subsidiaries, including but not limited to commercial paper backstop and permitted acquisitions. The Company must pay interest on advances with the interest determined using formulas specified in the agreement. The Company also must pay a facility fee on the aggregate average daily amount of each Lender’s commitment. Outstanding advances may be repaid at any time.

Among other restrictions, the agreement prohibits the Company and its subsidiaries from creating certain liens on its properties, entering into certain types of mergers or consolidations, changing the nature of its business, or engaging in certain types of transactions. The agreement also requires the Company to maintain specified financial ratios.

The foregoing summary of the Amended and Restated Credit Agreement does not purport to be completed and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 and incorporated by reference.

This excerpt taken from the BEC 8-K filed Apr 29, 2009.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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

 

  (e) Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Beckman Coulter, Inc. (the “Company”) previously approved, subject to stockholder approval, amendments to the Beckman Coulter, Inc. 2007 Long-Term Performance Plan (the “2007 Plan”) that would (i) increase the number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2007 Plan by an additional 1,375,000 shares, (ii) increase the number of shares of the Company’s common stock that may be delivered pursuant to “full-value awards” granted under the 2007 Plan by an additional 825,000 shares (for this purpose, a “full-value award” generally means any award granted under the 2007 Plan other than a stock option or stock appreciation right), and (iii) extend the Company’s authority to grant awards under the 2007 Plan intended to qualify as “performance-based awards” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2014 annual meeting of stockholders. The Company’s stockholders approved those amendments to the 2007 Plan at the Company’s annual stockholders meeting held on April 23, 2009.

The following summary of the 2007 Plan is qualified in its entirety by reference to the text of the amended version of the 2007 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The Board or one or more committees appointed by the Board administers the 2007 Plan. The Board has delegated general administrative authority for the 2007 Plan to the Organization and Compensation Committee of the Board. The administrator of the 2007 Plan has broad authority under the 2007 Plan to, among other things, select participants and determine the types of awards that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award. Persons eligible to receive awards under the 2007 Plan include directors, officers or employees of the Company or any of its subsidiaries.

After giving effect to the 2007 Plan amendments, the maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2007 Plan equals the sum of: (1) 3,725,000 shares, plus (2) the number of any shares subject to stock options granted under the Company’s 2004 Long-Term Incentive Plan (the “2004 Plan”) and outstanding as of April 27, 2007 which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (3) the number of any restricted shares or restricted stock units granted under the 2004 Plan that are outstanding and unvested as of April 27, 2007 which are forfeited, terminated, or otherwise cancelled or reacquired by the Company after that date without having become vested.

To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the 2007 Plan. In the event that shares are delivered in respect of a dividend equivalent right, only the actual number of shares delivered with respect to the award will be counted against the share limits of the 2007 Plan. To the extent that shares are delivered pursuant to the exercise of a stock appreciation right or stock option, the number of underlying shares as to which the exercise related shall be counted against the share limits of the 2007 Plan, as opposed to only counting the shares actually issued. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under the 2007 Plan, as well as any shares exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award under the 2007 Plan, will not be available for subsequent awards under the 2007 Plan. Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2007 Plan will again be available for subsequent awards under the 2007 Plan.

The types of awards that may be granted under the 2007 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as certain cash bonus awards.


As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2007 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

 

Exhibit Description

10.1   Beckman Coulter, Inc. 2007 Long-Term Performance Plan, as amended.


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.

 

Dated: April 28, 2009     BECKMAN COULTER, INC.
      By:   /s/ PATRICIA STOUT
      Name:   Patricia Stout
      Title:   Deputy General Counsel
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki