UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 15, 2011

Beckman Coulter, Inc.

(Exact Name of Registrant as Specified in its Charter)

250 S. Kraemer Blvd.

Brea, CA 92821

(Address of principal executive offices) (Zip Code)

(714) 993-5321

(Registrant’s telephone number, including area code)

N/A

(Former Name of 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:

Item 1.01. Entry into a Material Definitive Agreement.

Reference is made in this Current Report to that certain (i) Agreement and Plan of Merger, dated February 6, 2011 (the “Merger Agreement”), by and among Beckman Coulter, Inc. (the “Company”), Danaher Corporation (“Danaher”) and Djanet Acquisition Corp. (“Purchaser”), (ii) Receivables Purchase Agreement, dated October 31, 2007 (the “A/R Facility”) and subsequently amended, by and among the Company, Beckman Coulter Finance Company, LLC, Jupiter Securitization Company LLC (as successor entity to Park Avenue Receivables Company LLC), and JPMorgan Chase Bank, N.A., and (iii) Amended and Restated Credit Agreement, dated December 28, 2009 (the “Credit Facility”), by and among Bank of America, N.A., JPMorgan Chase Bank, N.A., Citibank, N.A., Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and the other initial lenders party thereto.

On February 15, 2011, the Company and the other parties to the A/R Facility entered into a Waiver, dated and effective as of February 15, 2011 (the “A/R Facility Waiver”), pursuant to which any amortization event under the A/R Facility that may have occurred as a result of the execution and delivery of the Merger Agreement has been waived. In addition, on February 17, 2011, the Company and the other necessary parties to the Credit Facility entered into a Waiver No. 1 to the Amended and Restated Credit Agreement, dated and effective as of February 6, 2011 (the “Credit Facility Waiver”), pursuant to which any event of default under the Credit Facility (i) as a result of entering into the Merger Agreement has been permanently waived and (ii) as a result of (a) any acquisition by Danaher or Purchaser of less than all of the outstanding shares of common stock of the Company or (b) designation or election by Danaher or Purchaser of individuals as directors of the Company who, collectively, constitute a majority of the Board of Directors of the Company has been temporarily waived until the earlier of April 30, 2011 and the date of acquisition of all of the outstanding shares of common stock of the Company by Danaher.

In the ordinary course of their respective businesses, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and certain of the financial institutions party to the A/R Facility or the Credit Facility or their respective 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 summary of the A/R Facility Waiver and the Credit Facility Waiver is qualified in its entirety by reference to the A/R Facility Waiver and the Credit Facility Waiver filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference to this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

Date: February 22, 2011

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