UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 613, 2011

Date of report (Date of earliest event reported)

BECKMAN COULTER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10109

95-104-0600

(State of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

250 S. Kraemer Blvd.

Brea, California 92821

(Address of principal executive offices) (Zip Code)

(714) 993-5321

(Registrant’s telephone number, including area code)

Not applicable

(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(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOn ~~connection~~June 13, ~~with~~2011, athe ~~restructuring~~Organization and Compensation Committee (the “Committee”) of the Board ~~operations~~of Directors of Beckman Coulter, Inc. (the “Company”), ~~the~~approved ~~Company announced~~amendments ~~that~~to ~~the~~certain ~~Company’s employment~~ of ~~(i) Charles P. Slacik,~~ the Company’s ~~Senior~~nonqualified ~~Vice~~deferred ~~President~~compensation ~~and~~plans. ~~Chief~~The ~~Financial~~amendments ~~Officer,~~described ~~will~~herein ~~terminate~~were ~~following~~approved aby ~~transition period after~~ the ~~consummation~~Committee ofin connection with the ~~pending~~transactions ~~acquisition~~contemplated ~~of the Company~~ by ~~Djanet~~that ~~Acquisition~~certain ~~Corp.,~~Agreement anand ~~indirect~~Plan ~~wholly-owned subsidiary~~ of ~~Danaher~~Merger ~~Corporation~~ (the “~~Acquisition~~Merger Agreement”), ~~(ii)~~dated February ~~Arnold~~6, ~~A. Pinkston~~2011, ~~the~~by ~~Company’s~~and ~~Senior~~among ~~Vice~~Danaher ~~President~~Corporation, ~~General~~a ~~Counsel,~~Delaware ~~will~~corporation ~~terminate~~(“Danaher”), ~~following the~~Djanet ~~consummation~~Acquisition ofCorp., ~~the~~a ~~Acquisition,~~Delaware corporation and ~~(iii) Robert~~an W.indirect ~~Kleinert,~~wholly-owned ~~the~~subsidiary ~~Company’s~~of ~~Executive~~Danaher ~~Vice President~~(“Purchaser”), ~~Worldwide~~and ~~Commercial~~the ~~Operations~~Company, ~~will~~pursuant ~~terminate~~to ~~following~~which ~~the~~Danaher, ~~consummation~~through ofPurchaser, ~~the~~has ~~Acquisition.~~commenced Inan ~~addition,~~offer (the ~~Company~~“Offer”) ~~announced that,~~to ~~effective~~acquire ~~June 6,~~all ~~2011,~~of ~~Scott~~the C.outstanding ~~Atkin,~~shares ~~who~~of ~~was formerly~~ the Company’s ~~Executive~~common ~~Vice President~~stock, ~~Chemistry,~~par ~~Discovery~~value ~~and~~$0.10 ~~Instrument~~per ~~Systems~~share. ~~Development,~~The ~~has~~Merger ~~been~~Agreement ~~appointed~~provides asthat following consummation of the ~~Company’s~~Offer ~~Life~~and ~~Science~~satisfaction ~~Division~~of ~~President.~~certain J.customary ~~Robert Hurley~~conditions, Purchaser will ~~continue~~be tomerged with ~~serve~~and asinto the Company’s, ~~Chief~~with ~~Executive~~the ~~Officer~~Company ~~and~~surviving ~~President and will also serve~~ as ~~the~~an ~~Company’s~~indirect ~~interim~~wholly-owned ~~Diagnostic~~subsidiary ~~Division~~of ~~President~~Danaher.

~~Forward-Looking~~The ~~Statements~~Committee approved the amendment and restatement of the Company’s Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). Pursuant to the amendment and restatement of the Deferred Compensation Plan: (i) phantom stock units held in participant accounts will be converted into cash and credited to participants’ accounts, as required by the Merger Agreement, (ii) phantom stock unit deferral elections will no longer be permitted and premium units shall no longer be credited to participant accounts at any time on or after the effective time of the Merger, (iii) no deferrals will be permitted for the 2012 plan year and thereafter, and (iv) the Deferred Compensation Plan will terminate and be liquidated approximately one year following the consummation of the Offer, and all benefits under the Deferred Compensation Plan will be distributed shortly following such termination.

~~Except~~The ~~for~~Committee ~~the~~also ~~historical~~approved ~~information~~the ~~presented~~amendment ~~herein,~~and ~~matters discussed~~restatement ~~herein~~of ~~may~~the ~~constitute~~Company’s ~~forward-looking~~Executive ~~statements~~Restoration ~~that~~Plan ~~are~~(the ~~subject~~“Restoration Plan”). Pursuant to athe ~~number~~amendment ~~of risks~~ and ~~uncertainties~~restatement ~~that~~of ~~could~~the ~~cause~~Restoration ~~actual~~Plan: ~~results~~(i) phantom tostock ~~differ~~units ~~materially~~held ~~from~~in ~~any~~participant ~~future~~accounts ~~results,~~will ~~performance~~be orconverted ~~achievements~~into ~~expressed~~cash orand ~~implied~~credited byto ~~such statements.~~participants’ ~~Statements that are not historical facts~~accounts, ~~including~~as ~~statements~~required ~~preceded~~ by, ~~followed by or that include~~ the ~~words “future”~~Merger Agreement, ~~“anticipate”,~~(ii) the ~~“potential”,~~Restoration ~~“believe”,~~Plan ~~“may”,~~will ~~“could”, “would”,~~terminate ~~“might”,~~and ~~“possible”,~~be ~~“will”,~~liquidated ~~“should”,~~approximately ~~“expect”~~one oryear ~~other~~following ~~terms~~the consummation of ~~similar~~the ~~meaning~~Offer, ~~are~~and ~~forward-looking~~all ~~statements.~~benefits ~~Investors~~under ~~and~~the ~~security~~Restoration ~~holders~~Plan ~~are~~will ~~cautioned~~be ~~not~~distributed toshortly ~~place~~following ~~undue~~such termination, ~~reliance~~(iii) each onparticipant’s ~~these forward~~then-~~looking~~current ~~statements.~~compensation ~~Risks~~deferral ~~and~~election ~~uncertainties~~will ~~that~~apply ~~could cause results~~ to ~~differ~~compensation ~~from~~that ~~expectations~~is ~~include:~~due ~~uncertainties~~and aspayable tothrough the ~~timing~~pay ofperiod ~~the Acquisition; the possibility~~ that ~~various~~ends ~~closing~~immediately ~~conditions~~prior ~~for the Acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse~~ to ~~grant approval for~~ the ~~consummation~~date of the ~~Acquisition;~~Restoration ~~the~~Plans’s ~~effects~~termination, ofand (iv) in ~~disruption from~~ the ~~restructuring~~case orof ~~Acquisition~~a ~~making~~participant’s it“Retirement ~~more difficult~~Plus toAccount” ~~maintain relationships with employees, customers, vendors, other business partners~~ or ~~governmental~~“Retirement ~~entities;~~Account ~~other~~Plan ~~business effects~~Account,” ~~including~~any ~~effects~~credits ofunder ~~industry, economic or political conditions outside of~~ the ~~Company’s~~Restoration ~~control; transaction~~Plan ~~costs;~~in asrespect ~~well~~thereof aswill ~~risks~~be ~~discussed~~calculated ~~from~~by ~~time~~reference to ~~time in~~ the ~~Company~~participant’s compensation ~~public~~for ~~disclosure~~2011 ~~filings with the SEC, including its most recent Annual Report on Form 10-K~~ and ~~Current~~shall ~~Report~~cease ~~on Form 10-Q and in its subsequently filed SEC reports~~thereafter. ~~The Company disclaims any intent or obligation to update any forward-looking statements as a result of new information, future developments or otherwise.~~

SIGNATURE

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: June 9, 2011	BECKMAN COULTER, INC.
Dated: June 17, 2011	BECKMAN COULTER, INC.
	~~By:~~	~~/s/ Daniel B. Kim~~By:	/s/ Daniel B. Kim
	~~Name:~~	~~Daniel B. Kim~~Name:	Daniel B. Kim
	~~Title:~~	~~Assistant General Counsel and Assistant Secretary~~Title:	Assistant General Counsel and Assistant Secretary

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