As filed with the Securities and Exchange Commission on December 11, 2001
Registration Statement No. 333-66686
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 3
TO FORM S-4
ON FORM S-3
_______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
PERKINELMER, INC.
(Exact name of registrant as specified in its charter)
_______________________
MASSACHUSETTS 8711 04-2052042
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
45 WILLIAM STREET
WELLESLEY, MA 02481
(781) 237-5100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
_______________________
TERRANCE L. CARLSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CLERK
PERKINELMER, INC.
45 WILLIAM STREET
WELLESLEY, MA 02481
(781) 237-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________________
Copies to:
David E. Redlick, Esq.
Michael J. LaCascia, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
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Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333-_______.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 333-__________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_______________________
The Registration Fee was previously calculated and paid in connection with
the initial filing of this Registration Statement on August 3, 2001.
_______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 on Form S-3 amends Registration
Statement No. 333-66686, which was previously filed by PerkinElmer, Inc. (the
"Registrant") on Form S-4 (the "Original Registration Statement"). The Original
Registration Statement, as amended by this Post-Effective Amendment No. 3, is
referred to herein as the "Registration Statement." On July 13, 2001, the
Registrant entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among the Registrant, Pablo Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Registrant ("Merger Sub"), and
Packard BioScience Company, a Delaware Corporation ("Packard BioScience"). On
November 13, 2001, pursuant to the Merger Agreement, Merger Sub was merged with
and into Packard BioScience. As provided in the Merger Agreement, each
outstanding share of common stock of Packard BioScience was converted into the
right to receive 0.311 of a share of the Registrant's common stock, par value
$1.00 per share (the "Common Stock").
The Original Registration Statement registered the issuance of up to
23,324,164 shares of the Registrant's Common Stock to the former stockholders of
Packard BioScience, pursuant to the Merger Agreement, and the applicable filing
fee was paid. The number of shares so registered
pursuant to the Original Registration Statement included 9,609,555 shares of
Common Stock (the "Shares") issued in the merger to Stonington Capital
Appreciation 1994 Fund, L.P. ("Stonington"), a former stockholder of Packard
BioScience. In connection with the Merger Agreement, the Registrant and
Stonington entered into a Stockholder's Agreement, dated as of July 13, 2001,
pursuant to which, among other things, the Registrant agreed to register the
Shares (and any securities issued or issuable in respect thereof by way of a
dividend or stock split or in connection with a combination of shares or
recapitalization) for resale under the Securities Act of 1933, as amended (the
"Securities Act"). This Post-Effective Amendment No. 3 on Form S-3 provides for
the registration of the Shares for resale under the Securities Act. Pursuant to
the guidance of the Securities and Exchange Commission, including Interpretation
B.103 in the July 1997 edition of the Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations, no additional filing fee is
required for this Post-Effective Amendment No. 3 on Form S-3.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER NAMED IN THIS PROSPECTUS MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE
SELLING STOCKHOLDER NAMED IN THIS PROSPECTUS IS NOT SOLICITING OFFERS TO BUY
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 11, 2001
PROSPECTUS
PERKINELMER, INC.
9,609,555 SHARES OF COMMON STOCK
_______________________
This prospectus relates to the resale from time to time of up to 9,609,555
shares of common stock previously issued by PerkinElmer, Inc. to Stonington
Capital Appreciation 1994 Fund, L.P., a former stockholder of Packard BioScience
Company, in connection with our acquisition of that company.
As of November 30, 2001, the selling stockholder owned approximately 7.8% of our
outstanding common stock. We are registering these shares for offer and sale as
required under the terms of a stockholder's agreement between us and the selling
stockholder. Our registration of the offered shares does not mean that the
selling stockholder will offer or sell any of the shares. We will not receive
any proceeds from the sale of the shares.
The selling stockholder identified in this prospectus, or its pledgees, donees,
transferees or other successors-in-interest, may offer the shares from time to
time through public or private transactions at prevailing market prices, at
prices related to prevailing market prices or at privately negotiated prices,
directly or though broker-dealers or underwriters who may act solely as agents,
or who may acquire shares as principals, or otherwise.
Our common stock is traded on the New York Stock Exchange under the symbol
"PKI". On December 10, 2001, the closing sale price of our common stock on the
New York Stock Exchange was $32.11 per share. You are urged to obtain current
market quotations for the common stock.
Our executive offices are located at 45 William Street, Wellesley, MA 02481. Our
telephone number is (781) 237-5100.
_______________________
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
_______________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________________
The date of this prospectus is December , 2001.
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY...........................................4
THE OFFERING.................................................4
RISK FACTORS.................................................5
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION...........10
USE OF PROCEEDS..............................................11
SELLING STOCKHOLDER..........................................11
DESCRIPTION OF CAPITAL STOCK.................................12
PLAN OF DISTRIBUTION.........................................19
LEGAL MATTERS................................................21
EXPERTS......................................................21
WHERE YOU CAN FIND MORE INFORMATION..........................22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............23
Unless the context otherwise requires, references in this prospectus to
"PerkinElmer," "we," "us," and "our" refer to PerkinElmer, Inc. and its
subsidiaries, and references to the "selling stockholder" or "Stonington" refer
to Stonington Capital Appreciation 1994 Fund, L.P.
Neither we nor the selling stockholder have authorized anyone to provide
you with information different from that contained or incorporated by reference
in this prospectus. The selling stockholder is offering to sell, and seeking
offers to buy, shares of our common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of common stock.
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PROSPECTUS SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under "Risk
Factors."
PERKINELMER, INC.
PerkinElmer is a global technology company, which provides products and
systems to the drug discovery, genetic disease screening, pharmaceutical
research, telecommunications, chemical, semiconductor, medical, aerospace and
photographic markets. We have operations in over 125 countries and are a
component of the S&P 500 Index. Our continuing operations are classified into
three operating segments: Life Sciences, Optoelectronics and Instruments. In
2000, we had sales of approximately $1.35 billion from continuing operations.
On November 13, 2001, we acquired Packard BioScience Company, a global
developer, manufacturer and marketer of instruments and related consumables and
services for use in drug discovery and other life science research, such as
basic human disease research and biotechnology. We accomplished the acquisition
by merging Pablo Acquisition Corp., a wholly-owned subsidiary of ours, into
Packard BioScience. In the merger, each share of common stock of Packard
BioScience was converted into the right to receive .311 of a share of our common
stock. We issued approximately 21,701,773 shares of common stock in the merger,
which represented approximately 17.6% of our outstanding common stock
immediately after the merger.
In the merger, Stonington received all of the 9,609,555 shares of our
common stock covered by this prospectus. In connection with the merger, we
agreed to register those shares issued in the merger to Stonington for resale
pursuant to this prospectus. See "Plan of Distribution" for a description of the
manner in which shares of common stock may be offered and sold under this
prospectus.
THE OFFERING
Common Stock offered by the selling stockholder...... 9,609,555 shares
Use of proceeds...................................... We will not receive any proceeds from the sale
of shares in this offering
NYSE symbol.......................................... PKI
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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. If any of the following risks actually occurs, our business,
financial condition or results of operations would likely suffer. In that case,
the trading price of our common stock could fall, and you may lose all or part
of your investment in our common stock.
OUR OPERATING RESULTS COULD BE HARMED IF THE INDUSTRIES INTO WHICH WE SELL OUR
PRODUCTS ARE IN DOWNWARD CYCLES.
Some of the industries and markets into which we sell our products are
cyclical. Industry downturns often are characterized by reduced product demand,
excess manufacturing capacity and erosion of average selling prices. Any
significant downturn in our customers' markets or in general economic conditions
would likely result in a reduction in demand for our products and could harm our
business. For example, in the fiscal quarter ended September 30, 2001, the
operating results for our Optoelectronics and Instruments segments were
adversely affected by the downturn in the photography and semiconductor markets.
IF WE DO NOT INTRODUCE NEW PRODUCTS IN A TIMELY MANNER, OUR PRODUCTS COULD
BECOME OBSOLETE, AND OUR OPERATING RESULTS WOULD SUFFER.
We sell many of our products in industries characterized by rapid
technological changes, frequent new product and service introductions and
evolving industry standards. Without the timely introduction of new products and
enhancements, our products could become technologically obsolete over time, in
which case our revenue and operating results would suffer. The success of our
new product offerings will depend upon several factors, including our ability
to:
- accurately anticipate customer needs;
- innovate and develop new technologies and applications;
- successfully commercialize new technologies in a timely manner;
- price our products competitively and manufacture and deliver our
products in sufficient volumes and on time; and
- differentiate our offerings from our competitors' offerings.
Many of our products are used by our customers to develop, test and
manufacture their products. Therefore, we must anticipate industry trends and
develop products in advance of the commercialization of our customers' products.
In developing any new product, we may be required to make a substantial
investment before we can determine the commercial viability of the new product.
If we fail to accurately foresee our customers' needs and future activities, we
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may invest heavily in research and development of products that do not lead to
significant revenue.
ECONOMIC, POLITICAL AND OTHER RISKS ASSOCIATED WITH INTERNATIONAL SALES AND
OPERATIONS COULD ADVERSELY AFFECT OUR SALES.
Since we sell our products worldwide, our businesses are subject to risks
associated with doing business internationally. Our revenue originating outside
the United States represented 59% of our total revenues from continuing
operations in the fiscal year ended December 31, 2000. We anticipate that
revenue from international operations will continue to represent a substantial
portion of our total revenue. In addition, many of our manufacturing facilities,
employees and suppliers are located outside the United States. Accordingly, our
future results could be harmed by a variety of factors, including:
- changes in foreign currency exchange rates;
- changes in a country's or region's political or economic conditions,
particularly in developing or emerging markets;
- longer payment cycles of foreign customers and difficulty of
collecting receivables in foreign jurisdictions;
- trade protection measures and import or export licensing requirements;
- differing tax laws and changes in those laws;
- difficulty in staffing and managing widespread operations;
- differing labor laws and changes in those laws;
- differing protection of intellectual property and changes in that
protection; and
- differing regulatory requirements and changes in those requirements.
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY CAUSE OUR STOCK PRICE TO
DECLINE.
Given the nature of the markets in which we participate, we cannot reliably
predict future revenue and profitability. Changes in competitive, market and
economic conditions may cause us to adjust our operations. A high proportion of
our costs are fixed, due in part to our significant sales, research and
development and manufacturing costs. Thus, small declines in revenue could
disproportionately affect our operating results in a quarter. Factors that may
affect our quarterly operating results and the market price of our common stock
include:
- demand for and market acceptance of our products;
- competitive pressures resulting in lower selling prices;
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- adverse changes in the level of economic activity in regions in which
we do business;
- adverse changes in industries, such as drug discovery, pharmaceutical
research, telecommunications, semiconductors and electronics, on which
we are particularly dependent;
- changes in the portions of our revenue represented by our various
products and customers;
- delays or problems in the introduction of new products;
- our competitors' announcement or introduction of new products,
services or technological innovations;
- increased costs of raw materials or supplies; and
- changes in the volume or timing of product orders.
In addition, the stock market has experienced extreme price and volume
fluctuations. This volatility has significantly affected the market prices of
securities for reasons frequently unrelated to or disproportionate to the
operating performance of specific companies. These broad market fluctuations may
adversely affect the market price of our common stock.
WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR ACQUISITION STRATEGY AND
INTEGRATE ACQUIRED BUSINESSES, INCLUDING PACKARD BIOSCIENCE, INTO OUR EXISTING
BUSINESS OR MAKE ACQUIRED BUSINESSES PROFITABLE.
One of our strategies is to supplement our internal growth by acquiring
businesses and technologies that complement or augment our existing product
lines. We may be unable to identify or complete promising acquisitions for many
reasons, including:
- competition among buyers;
- the need for regulatory and other approvals; and
- the high valuations of businesses.
Some of the businesses we may seek to acquire may be marginally profitable
or unprofitable. In addition, the earnings or losses of acquired businesses may
dilute our earnings. For these acquired businesses to achieve acceptable levels
of profitability, we must improve their management, operations, products and
market penetration. We may not be successful in this regard and may encounter
other difficulties in integrating acquired businesses into our existing
operations.
To finance our acquisitions, we may have to raise additional funds, either
through public or private financings. We may be unable to obtain such funds or
may be able to do so only on unfavorable terms.
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WE FACE AGGRESSIVE COMPETITION IN MANY AREAS OF OUR BUSINESS; IF WE DO NOT
COMPETE EFFECTIVELY, OUR BUSINESS WILL BE HARMED.
We encounter aggressive competition from numerous competitors in many areas
of our business. We may not be able to compete effectively with all of these
competitors. To remain competitive, we must develop new products and
periodically enhance our existing products in a timely manner. We anticipate
that we may have to adjust prices of many of our products to stay competitive.
In addition, new competitors may emerge, and entire product lines may be
threatened by new technologies or market trends that reduce the value of these
product lines.
IF WE FAIL TO MAINTAIN SATISFACTORY COMPLIANCE WITH THE FOOD AND DRUG
ADMINISTRATION'S REGULATIONS AND THOSE OF OTHER GOVERNMENTAL AGENCIES, WE MAY BE
FORCED TO RECALL PRODUCTS AND CEASE THEIR MANUFACTURE AND DISTRIBUTION, AND WE
COULD BE SUBJECT TO CIVIL OR CRIMINAL PENALTIES.
Some of the products produced by our Life Sciences segment are subject to
regulation by the United States Food and Drug Administration and similar
international agencies. These regulations govern a wide variety of product
activities, from design and development to labeling, manufacturing, promotion,
sales and distribution. If we fail to comply with the FDA's regulations or those
of similar international agencies, we may have to recall products and cease
their manufacture and distribution. In addition, we could be subject to fines or
criminal prosecution.
CHANGES IN GOVERNMENTAL REGULATIONS MAY REDUCE DEMAND FOR OUR PRODUCTS OR
INCREASE OUR EXPENSES.
We compete in markets in which we or our customers must comply with
federal, state, local and foreign regulations, such as environmental, health and
safety and food and drug regulations. We develop, configure and market our
products to meet customer needs created by these regulations. Any significant
change in these regulations could reduce demand for our products or the cost of
producing these products.
OBTAINING AND ENFORCING PATENT PROTECTION FOR OUR PROPRIETARY PRODUCTS,
PROCESSES AND TECHNOLOGIES MAY BE DIFFICULT AND EXPENSIVE; WE MAY INFRINGE
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Patent and trade secret protection is important to us because developing
and marketing new technologies and products is time-consuming and expensive. We
own many U.S. and foreign patents and intend to apply for additional patents to
cover our products. We may not obtain issued patents from any pending or future
patent applications owned by or licensed to us. The claims allowed under any
issued patents may not be broad enough to protect our technology.
Third parties may seek to challenge, invalidate or circumvent issued
patents owned by or licensed to us or claim that our products and operations
infringe their patent or other intellectual property rights.
We may incur significant expense in any legal proceedings to protect our
proprietary rights or to defend infringement claims by third parties. In
addition, claims of third parties
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against us could result in awards of substantial damages or court orders that
could effectively prevent us from making, using or selling our products in the
U.S. or abroad.
WE HAVE SUBSTANTIAL EXISTING DEBT AND MAY INCUR ADDITIONAL DEBT IN THE FUTURE.
As of November 30, 2001, after giving effect to the merger, we had
approximately $715.6 million in outstanding long-term debt, including
indebtedness under Packard BioScience's senior subordinated notes. Pursuant to
the terms of the Indenture governing Packard BioScience's 93/8% Senior
Subordinated Notes due 2007 (the "senior subordinated notes"), we are obligated
to offer, within 30 days of our acquisition of Packard BioScience, to repurchase
the outstanding senior subordinated notes from the current holders for a price
per note equal to 101% of the original principal amount, plus accrued and unpaid
interest, if any, to the date of purchase. As of November 30, 2001, the amount
outstanding under Packard BioScience's senior subordinated notes was
approximately $118.2 million.
We may also obtain additional long-term debt and working capital lines of
credit and issue additional commercial paper to meet future financing needs,
which would have the effect of increasing our total leverage. Our substantial
level of indebtedness increases the possibility that we may be unable to
generate cash sufficient to pay the principal of, interest on and other amounts
due in respect of our indebtedness when due. In addition, our substantial
leverage could have significant negative consequences, including:
- increasing our vulnerability to general adverse economic and industry
conditions;
- limiting our ability to obtain additional financing;
- requiring the dedication of a substantial portion of our cash flow
from operations to service our indebtedness, thereby reducing the
amount of our cash flow available for other purposes, including
capital expenditures;
- limiting our flexibility in planning for, or reacting to, changes in
our business and the industries in which we compete; and
- placing us at a possible competitive disadvantage with less leveraged
competitors that may have better access to capital resources.
A portion or our outstanding indebtedness bears interest at floating rates.
As a result, our interest payment obligations on such indebtedness will increase
if interest rates increase.
WE HAVE ANTITAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
Provisions of our articles of organization and bylaws and of Massachusetts
law could have the effect of delaying, deferring or preventing an acquisition of
our company. For example, we may issue shares of our authorized "blank check"
preferred stock and our stockholders are limited in their ability to call
special stockholder meetings. In addition, we have issued preferred stock
purchase rights that would adversely affect the economic and voting interests of
a person
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or group that seeks to acquire us or a 20% or more interest in our common stock
without negotiations with our board of directors.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes and incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included or incorporated in this prospectus regarding our
strategy, future operations, financial position, future revenues, future
profitability, projected costs, prospects, plans and objectives of management
are forward-looking statements. The words "anticipates," "believes,"
"estimates," "expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. We
cannot guarantee that we actually will achieve the plans, intentions or
expectations disclosed in our forward-looking statements and you should not
place undue reliance on our forward-looking statements. Actual results or events
could differ materially from the plans, intentions and expectations disclosed in
the forward-looking statements we make. We have included important factors in
the cautionary statements included or incorporated in this prospectus,
particularly under the heading "Risk Factors", that we believe could cause
actual results or events to differ materially from the forward-looking
statements that we make. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures or investments we may make. We do not assume any obligation to update
any forward-looking statements.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholder.
The selling stockholder will pay any brokerage fees, selling commission or
underwriting discounts, and any fees and expenses of any counsel separately
retained by it, incurred in connection with disposing of the shares pursuant to
this prospectus. We will bear all other costs, fees and expenses incurred in
effecting the registration of the shares covered by this prospectus, including,
without limitation, all registration and filing fees, New York Stock Exchange
listing fees and fees and expenses of our counsel and our accountants.
SELLING STOCKHOLDER
We issued the shares of common stock covered by this prospectus in
connection with our acquisition of Packard BioScience on November 13, 2001. The
registration of the shares offered hereby does not necessarily mean that the
selling stockholder will sell any or all of the shares.
As of November 30, 2001, Stonington beneficially owned 9,609,555 shares of
our common stock, representing approximately 7.8% of our outstanding common
stock at that time. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission, and includes voting or
investment power with respect to shares; it does not, however, constitute an
admission of beneficial ownership by the selling stockholder. To our knowledge,
the selling stockholder has sole voting and investment power with respect to its
shares of common stock.
Since Stonington may sell all, some or none of the offered shares, no
estimate can be made of the number of offered shares that will be sold by
Stonington or that will be owned by Stonington upon completion of the offering.
The selling stockholder has not held any position or office with, or
otherwise had a material relationship with, us or any of our subsidiaries within
the past three years. Prior to the merger, Stonington owned approximately 44% of
the outstanding capital stock of Packard BioScience. In addition, three of
Packard BioScience's former directors, including Alexis P. Michas, are partners
and directors of Stonington, and another of Packard BioScience's former
directors is an employee of Stonington. Mr. Michas was elected to our Board of
Directors in November, 2001 in connection with our acquisition of Packard
BioScience.
In connection with our merger with Packard BioScience, we and the selling
stockholder entered into a stockholder's agreement pursuant to which the
selling stockholder agreed to vote its Packard BioScience shares in favor of the
merger and we agreed to register for resale under the Securities Act of 1933
the shares of our common stock received by the selling stockholder in the
merger. In addition, the selling stockholder has the right, under the
stockholder's agreement, to include these shares in other registration
statements that we may file in the future, subject to specific exceptions. The
selling stockholder's registration rights under the stockholder's agreement
terminate if the selling stockholder ceases to beneficially own at least 5% of
the outstanding shares of our common stock or at such time as the selling
stockholder is able to sell the shares without any restrictions under Rule 145
under the Securities Act, whichever occurs first. Prior to this time, the
selling stockholder has agreed that it will not transfer or dispose of,
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directly or indirectly, or enter into any arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of, more than 5% of
the outstanding shares of our common stock in any 90-day period, except for
sales of shares pursuant to a registration statement in an underwritten offering
effected pursuant to the stockholder's agreement.
The stockholder's agreement also gives the selling stockholder the right to
designate one person to be nominated as a member of our Board of Directors as of
the effective time of the merger and, thereafter, at each annual meeting of our
stockholders. Pursuant to this right, the selling stockholder appointed Mr.
Michas as its initial designee to our Board of Directors. This right terminates
at any time the selling stockholder ceases to beneficially own 5% or more of our
outstanding shares of common stock.
DESCRIPTION OF CAPITAL STOCK
The following description of our common stock and preferred stock
summarizes the material terms and provisions of these types of securities. For
the complete terms of our common stock and preferred stock, please refer to our
articles of organization, by-laws and stockholder rights plan, which have been
filed with the Securities and Exchange Commission. The terms of these securities
may also be affected by Massachusetts law.
Under our articles of organization, our authorized capital stock consists
of 300,000,000 shares of common stock, $1.00 par value per share, and 1,000,000
shares of preferred stock, $1.00 par value per share.
COMMON STOCK
As of November 30, 2001, we had 123,381,965 shares of common stock issued
and outstanding, including 21,701,773 shares issued in the merger. Each
outstanding share of common stock currently has attached to it one-half of one
preferred share purchase right issued under our stockholder rights plan, which
is summarized below. All outstanding shares of common stock are duly authorized,
validly issued, fully paid and nonassessable.
VOTING
For all matters submitted to a vote of stockholders, each holder of common
stock is entitled to one vote for each share registered in his or her name on
our books. Our common stock does not have cumulative voting rights. As a result,
subject to the voting rights of any outstanding preferred stock, of which there
currently is none, persons who hold more than 50% of the outstanding common
stock entitled to elect members of our board of directors can elect all of the
directors who are up for election in a particular year.
DIVIDENDS
If our board of directors declares a dividend, holders of our common stock
will receive payments from our funds that are legally available to pay
dividends. However, this dividend right is subject to any preferential dividend
rights we may grant to holders of preferred stock, if any is outstanding.
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LIQUIDATION
If we are dissolved, the holders of common stock will be entitled to share
ratably in all the assets that remain after payment of our liabilities and any
amounts owed to the persons who hold preferred stock, if any is outstanding.
OTHER RIGHTS AND RESTRICTIONS
Holders of common stock do not have preemptive rights, and they have no
right to convert their common stock into any other securities. Our common stock
is not subject to redemption by us. Our articles of organization and by-laws do
not restrict the ability of a holder of common stock to transfer his, her or our
shares of common stock.
When we issue shares of common stock, the shares will be fully paid and
non-assessable. Massachusetts law provides that, if we make a distribution to
our stockholders other than a distribution of our capital stock, when we are
insolvent, or that renders us insolvent, then our stockholders would be required
to pay back to us the amount of the distribution made to them, or the portion of
the distribution that causes us to become insolvent.
LISTING
Our common stock is listed on the New York Stock Exchange.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Mellon Investor
Services LLC.
PREFERRED STOCK
As of November 30, 2001, we had no shares of preferred stock outstanding.
Our articles of organization authorize our board of directors to issue preferred
stock in one or more series and to determine the voting rights and dividend
rights, dividend rates, liquidation preferences, conversion rights, redemption
rights, including sinking fund provisions and redemption prices, and other terms
and rights of each series of preferred stock.
As of November 30, 2001, our board of directors had designated 70,000
shares of preferred stock as "Series C Junior Participating Preferred Stock" in
connection with our stockholder rights plan. The rights, preferences and
privileges of the series C preferred stock are described below.
SERIES C PREFERRED STOCK
Our board of directors has reserved the series C preferred stock for
issuance in connection with our stockholder rights plan, which is described
below. As of November 30, 2001, there were no shares of series C preferred stock
outstanding. The following description is a summary of all the material terms of
our series C preferred stock. We urge you to read our articles of organization
because they, and not this description, define the rights of holders of series C
preferred stock.
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Voting. Each share of series C preferred stock is entitled to 1,000 votes,
subject to adjustment. Except as provided below, each share of series C
preferred stock votes together with the holders of common stock and all other
capital stock of PerkinElmer on all matters voted on by stockholders.
In the event that we fail to pay six quarterly dividends on the series C
preferred stock, the holders of the series C preferred stock, voting as a single
class, will have the right to elect two members of our board of directors. Any
director elected by the holders of series C preferred stock may be removed with
or without cause by such holders. The terms of all directors elected under this
provision will terminate when the dividend arrearage is fully paid and, in
addition, we have paid at least one regular dividend after the curing of the
arrearage.
Without the vote of at least two-thirds of the outstanding shares of series
C preferred stock, we may not alter or repeal any provisions in our articles of
organization so as to adversely affect the rights of the series C preferred
stock.
Dividends. With respect to the payment of dividends and the distribution of
assets, the series C preferred stock ranks junior to all other series of
preferred stock, unless the terms of a particular series provide otherwise. The
holders of shares of series C preferred stock are entitled to cash dividends
equal to the greater of (a) $1.00 or (b) 1,000 times the per share amount of all
cash dividends and 1,000 times the per share amount of all non-cash dividends,
other than dividends payable in common stock or by a subdivision of the
outstanding common stock, which have been declared on the common stock since the
preceding quarterly dividend payment date. Dividends on the series C preferred
stock are payable quarterly on the first day of March, June, September and
December each year.
Our board of directors must declare a dividend on the series C preferred
stock after it declares any dividend on the common stock, other than dividends
payable in common stock. However, if our board of directors does not declare a
dividend on the common stock during the period between quarterly dividend
payment dates, a dividend of $1.00 per share of series C preferred stock will
still be payable on the following quarterly dividend payment date. Dividends
begin to accrue and accumulate on the outstanding shares of series C preferred
stock from the quarterly dividend payment date preceding the date of issuance of
such shares.
Liquidation. If we liquidate, dissolve or wind up, then we:
- must pay the holders of outstanding shares of series C preferred
stock, before we make any payment to the holders of shares of stock
ranking junior to the series C preferred stock, an amount equal to
$1,000 per share, plus all unpaid accrued dividends or, if greater, an
amount equal to 1,000 times the amount to be paid to holders of common
stock; and
- may not make any distribution to the holders of shares of stock
ranking on a parity with the series C preferred stock, except for
distributions made ratably to the holders of series C preferred stock
and other classes or series of preferred stock.
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For purposes of this liquidation preference, neither the consolidation,
merger or other business combination of us with another entity nor the sale of
all or any of our property, assets or business will be treated as a liquidation,
dissolution or winding up of PerkinElmer.
Merger, Consolidation or similar Transaction. If we are a party to any
merger, consolidation or similar transaction in which shares of common stock are
exchanged or changed into stock or securities of another entity, cash or
property of another entity, then the series C preferred stock will be exchanged
or changed into an amount per share equal to 1,000 times the amount of
consideration into which or for which each share of common stock is changed or
exchanged in such merger, consolidation or similar transaction.
Adjustments For Stock Splits and Other Events. In the event that we declare
a dividend on our common stock that is payable in common stock or we effect a
subdivision, combination or consolidation of the outstanding shares of our
common stock into a greater or lesser number of shares, then the dividend,
liquidation and merger or consolidation amounts payable to holders of series C
preferred stock will be increased or reduced in proportion to the resulting
increase or decrease in the total number of shares of common stock outstanding.
Certain Restrictions. If any quarterly dividends payable on the series C
preferred stock are in arrears, then, until all of these unpaid dividends have
been paid in full, we may not:
- declare or pay dividends on any shares of stock ranking junior to the
series C preferred stock;
- declare or pay any dividends on any shares of stock ranking on a
parity with the series C preferred stock, except ratably among all of
these parity stock;
- redeem any stock ranking junior to the series C preferred stock,
unless we redeem the junior stock by issuing additional shares of
stock ranking junior to the series C preferred stock; or
- redeem any shares of series C preferred stock or shares of stock
ranking on a parity with the shares of series C preferred stock,
except in accordance with a purchase offer to all holders of these
series or classes upon terms that our board of directors deems fair
and equitable.
We may not permit any of our subsidiaries to purchase any shares of our
stock, unless it is able at such time to purchase shares in accordance with the
terms described in the preceding paragraph.
Redemption. We cannot redeem the series C preferred stock.
Fractional Shares. We may issue the series C preferred stock in fractions
of a single share, but each fraction must be a multiple of one one-thousandth of
a share. Each fractional share of series C preferred stock will have
proportionate voting, dividend, liquidation and other rights as discussed above.
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STOCKHOLDER RIGHTS PLAN
On January 25, 1995, our board of directors adopted a stockholder rights
plan. This stockholder rights plan was amended and restated on January 30, 2001.
Under this stockholder rights plan, each PerkinElmer common stockholder received
a dividend of one "preferred stock purchase right" for each outstanding share of
common stock that the stockholder owned. We refer to these preferred stock
purchase rights as the "rights." As a result of the two-for-one stock split
effected by us on June 4, 2001, pursuant to the terms of the stockholder rights
plan, the number of rights distributed per share of our common stock has been
proportionately adjusted to one-half a right per share. The rights trade
automatically with shares of our common stock and become exercisable only under
certain circumstances described below.
The purpose of the rights is to encourage potential acquirers to negotiate
with our board of directors before attempting a takeover bid and to provide our
board of directors with leverage in negotiating on behalf of our stockholders
the terms of any proposed takeover. The rights may have certain anti-takeover
effects. They should not, however, interfere with any merger or other business
combination approved by our board of directors.
The following description is a summary of all the material terms of our
stockholder rights plan. It does not restate these terms in their entirety. For
the complete terms of our stockholder rights plan, please refer to our
stockholder rights plan filed with the Securities and Exchange Commission. You
may obtain a copy at no charge by writing to us at the address listed under the
caption "Where You Can Find More Information."
Exercise of Rights. Until a right is exercised, the holder of a right will
not have any rights as a stockholder. When the rights become exercisable,
holders of the rights will be able to purchase from us a unit equal to 1/1000th
of a share of our series C preferred stock, at a purchase price of $60 per unit.
In general, the rights will become exercisable upon the earlier of:
- ten days following a public announcement by us that a person or group
has acquired beneficial ownership of 20% or more of the outstanding
shares of our common stock; or
- ten business days after the beginning of a tender offer or exchange
offer that would result in a person or group beneficially owning 30%
or more of our common stock.
Flip In Event. If a person or group becomes the beneficial owner of 20% or
more of our common stock, then each right will entitle its holder to receive,
upon exercise, a number of shares of our common stock which is equal to (a) the
exercise price of the right divided by (b) one-half of the market price of our
common stock on the date of the occurrence of this event. This occurrence is
known as a "flip in event." A flip in event does not occur if there is an offer
for all of our outstanding shares of common stock that our board of directors
determines is fair to our stockholders and in our best interests.
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Flip Over Event. If at any time after a person or group becomes the
beneficial owner of 20% or more of our common stock, (a) we are acquired in a
merger or other transaction in which we do not survive or in which our common
stock is changed or exchanged or (b) 50% or more of our assets or earning power
is sold or transferred, then each holder of a right will be entitled to receive,
upon exercise, a number of shares of common stock of the acquiring company in
the transaction equal to (1) the exercise price of the right divided by (2)
one-half of the market price of the acquiring company's common stock on the date
of the occurrence of this event. This exercise right will not occur if the
merger or other transaction follows an offer for all of our outstanding shares
of common stock that our board of directors determines is fair to our
stockholders and in their best interests.
Exchange of Rights. At any time after a flip in event, our board of
directors may exchange the rights by providing to the holder one share of our
common stock or one one-thousandth of a share of our series C preferred stock
for each of the holder's rights.
Redemption of Rights. At any time until ten days after the date on which a
person or group acquired beneficial ownership of 20% or more of the outstanding
shares of our common stock, we may redeem the rights at a price of $.01 per
right. The rights will expire on the close of business on February 8, 2005,
subject to earlier expiration or termination as described in the our stockholder
rights plan.
CERTAIN PROVISIONS OF OUR BY-LAWS AND MASSACHUSETTS LAW
Our by-laws. Our by-laws impose restrictions and limitations on the ability
of stockholders to call special meetings of stockholders. For example, requests
for stockholder meetings may be made only during limited periods of time and
must be made by a group of stockholders holding at least 40%, or, if less, the
maximum percentage permitted by law, or the outstanding capital stock entitled
to vote at the meeting.
Business Combinations With Interested Stockholders. Massachusetts law
contains anti-takeover provisions regarding, among other things, business
combinations with an affiliated stockholder. In general, Massachusetts law
prevents us from engaging in a "business combination" as defined in the
Massachusetts corporation statute with an "interested stockholder" for a period
of three years after the date of the transaction in which the person became an
interested stockholder of ours, unless:
- before the date on which the person became an interested stockholder
of ours, our board of directors approved either the business
combination or the transaction in which the person became an
interested stockholder of ours;
- the interested stockholder acquires 90% of our outstanding voting
stock at the time it becomes an interested stockholder of ours; or
- the business combination is approved by our board of directors and the
holders of two-thirds of our outstanding voting stock voting at a
meeting, excluding the voting stock owned by the interested
stockholder.
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An "interested stockholder" is generally a person owning more than 5% of
our outstanding voting stock. A "business combination" includes mergers,
consolidations, stock and assets sales and other transactions with the
interested stockholder which result in a financial benefit to the interested
stockholder.
CONTROL SHARE ACQUISITIONS
We have elected to opt out of the control share acquisitions provision of
the Massachusetts corporation statute. We could, however, opt into these control
share acquisitions provisions at any time by amending our by-laws.
In general, the control share acquisitions provision of the Massachusetts
corporation statute provides that, if we were to opt in, any person, including
his, her or its affiliates, who acquires shares of our common stock and whose
shares represent one-fifth or more, one-third or more, or a majority or more of
the voting power of our common stock in the election of directors cannot
exercise any voting power with respect to those shares, or any shares acquired
by the person within 90 days before or after an acquisition of this nature,
unless these voting rights are authorized by our stockholders.
The authorization of voting rights requires the affirmative vote of the
holders of a majority of the outstanding voting shares, excluding shares owned
by:
- the person making an acquisition of this nature;
- any of our officers; and
- any of our employees who is also one of our directors.
There are several other types of share acquisitions that are not subject to
this provision of the Massachusetts corporation statute, including acquisitions
of shares:
- under a tender offer, merger or consolidation which is made in
connection with an agreement to which we are a party; and
- directly from us or a wholly-owned subsidiary of ours.
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PLAN OF DISTRIBUTION
The selling stockholder may offer and sell the shares covered by this
prospectus from time to time. As described under "Selling Stockholder," we have
agreed with the selling stockholder to keep the registration statement of which
this prospectus constitutes a part effective until the selling stockholder does
not beneficially own at least 5% of the outstanding shares of our common stock
or is able to sell all of the shares covered by this prospectus without any
restrictions under Rule 145 under the Securities Act, whichever occurs first.
Prior to this time, the selling stockholder may not transfer or dispose of,
directly or indirectly, or enter into any arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of, more than 5% of
the outstanding shares of our common stock in any 90-day period. This
restriction does not apply to a sale of shares pursuant to a registration
statement in an underwritten offering.
Rule 145, which requires the registration of securities publicly issued in
any business combination transaction, also requires that persons formerly
affiliated with the acquired company who become affiliates of the acquiring
company following such transaction, sell any securities received in the
transaction in compliance with the current public information, volume limitation
(generally no more than 1% of the outstanding stock or the average weekly volume
of the stock during the four-week period preceding the sale) and manner of sale
requirements of Rule 144 under the Securities Act.
We have agreed to cooperate reasonably with the selling stockholder in the
event the selling stockholder desires to sell and distribute some or all of the
shares covered by this prospectus by means of an underwritten offering. However,
we are not required to enter into more than a total of two underwriting
agreements in connection with the shares covered by this prospectus and not more
than one underwriting agreement in any 12-month period. Moreover, we are not
required to enter into a second underwriting agreement unless that registration
statement covers the sale of at least two percent of our common stock then
outstanding.
The term "selling stockholder" includes donees, pledgees, assignees,
transferees or other successors-in-interest selling shares received after the
date of this prospectus from the selling stockholder as a gift, pledge,
assignment, partnership distribution or other transfer. The selling stockholder
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices and under terms then
prevailing or at prices related to the then current market price or in privately
negotiated transactions, for cash or other consideration. The selling
stockholder may sell its shares by one or more of, or a combination of, the
following methods:
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
- ordinary brokerage transactions, transactions in which the
broker-dealer may act solely as agent, and transactions in which the
broker solicits purchasers;
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- underwritten offerings;
- block trades in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- on any national securities exchange or U.S. inter-dealer system of a
registered national securities association on which our common stock
may be listed or quoted at the time of sale;
- in the over-the-counter market;
- in privately negotiated transactions; and
- in options transactions.
In addition, as described above, the selling stockholder may sell any shares
that qualify for sale under Rule 144 rather than pursuant to this prospectus.
In connection with the distribution of the shares covered by this
prospectus or otherwise, the selling stockholder may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of our common stock in the course of hedging the positions
they assume with the selling stockholder. The selling stockholder may also sell
shares of our common stock short and deliver the shares offered by this
prospectus to close out its short positions. The selling stockholder may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus, as supplemented or amended to reflect such transaction. The selling
stockholder may also pledge shares to a broker-dealer or other financial
institution, and, upon default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus,
as supplemented or amended to reflect such transaction.
In effecting sales, broker-dealers or agents engaged by the selling
stockholder may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholder in customary or specifically negotiated amounts.
In offering the shares covered by this prospectus, the selling stockholder
and any broker-dealers who execute sales for the selling stockholder may be
treated as "underwriters" within the meaning of the Securities Act in connection
with such sales. Any profits realized by the selling stockholder and the
compensation of any broker-dealer may be treated as underwriting discounts and
commissions.
The aggregate proceeds to the selling stockholder from the sale of the
common stock offered by it will be the purchase price of the common stock less
discounts and commissions, if
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any, and other expenses of issuance and distribution not borne by us. The
selling stockholder reserves the right to accept and, together with its agents
from time to time, to reject, in whole or in part, any proposed purchase of
common stock to be made directly or through agents. We will not receive any of
the proceeds from the sales by the selling stockholder.
Our common stock is listed on the New York Stock Exchange.
In order to comply with the securities laws of some states, the shares must
be sold in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in some states the shares may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption
from registration or qualification requirements is available and is complied
with.
We have advised the selling stockholder that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholder and its affiliates. In
addition, we will make copies of this prospectus, as it may be supplemented or
amended from time to time, available to the selling stockholder for the purposes
of satisfying the prospectus delivery requirements of the Securities Act, which
may include delivery through the facilities of the New York Stock Exchange
pursuant to Rule 153 under the Securities Act. We or the selling stockholder may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including, if applicable, the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public. In addition, to the extent required, we
may amend or supplement this prospectus from time to time to describe a specific
plan of distribution.
We have agreed to indemnify the selling stockholder against certain
liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Hale and Dorr LLP.
EXPERTS
Our consolidated financial statements and the related financial statement
schedules, as of December 31, 2000 and for each of the fiscal years in the three
year period ended December 31, 2000, included in our Annual Report on Form 10-K
for the year ended December 31, 2000, as reclassified for:
- the planned sale of our Security and Detection Systems business as
described in our Current Report on Form 8-K filed on August 3, 2001;
and
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- the planned sale of our Fluid Sciences segment as described in our
Current Report of Form 8-K filed on November 13, 2001,
and the consolidated financial statements of Packard BioScience as of December
31, 2000 and for each of the three years in the period ended December 31, 2000,
included in our Current Report on Form 8-K/A filed on December 10, 2001, which
are incorporated by reference herein and in the registration statement, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.
The consolidated financial statements of NEN Life Sciences, Inc. at
December 31, 1998 and 1999 and for the period July 1, 1997 through December 31,
1997 and the years ended December 31, 1998 and 1999, included in our Current
Report on Form 8-K filed with the Securities and Exchange Commission on August
1, 2000, which are incorporated herein by reference, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report and incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
The combined financial statements of NEN Life Science Products, a division
of E. I. du Pont de Nemours and Company, for the period from January 1, 1997
through June 30, 1997, included in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 1, 2000, which are incorporated
herein by reference, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as indicated in their report with respect thereto, and
are incorporated by reference herein in reliance on such report given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic and special reports, proxy statements and other documents
with the Securities and Exchange Commission. You may read and copy any document
we file at the Securities and Exchange Commission's public reference room at
Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. You should call 1-800-SEC-0330 for more information on the public
reference room. Our Securities and Exchange Commission filings are also
available to you on the Securities and Exchange Commission's Internet site at
http://www.sec.gov. In addition, these materials may be read at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. The registration statement contains more
information than this prospectus regarding us and our common stock, including
certain exhibits and schedules. You can obtain a copy of the registration
statement from the Securities and Exchange Commission at the address listed
above or from the Securities and Exchange Commission's Internet site.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The rules of the Securities and Exchange Commission permit us to
"incorporate" into this prospectus information that we file with the Securities
and Exchange Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the Securities and Exchange Commission in the future and
incorporate by reference in this prospectus automatically updates and supersedes
previously filed information. We incorporate by reference the documents listed
below and any future filings we make with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the sale
of all the shares covered by this prospectus.
(1) Our Current Report on Form 8-K filed August 1, 2000;
(2) Our Annual Report on Form 10-K for the year ended December 31,
2000;
(3) Our Quarterly Report on Form 10-Q for the quarter ended April 1,
2001;
(4) Our Quarterly Report on Form 10-Q for the quarter ended July 1,
2001;
(5) Our Quarterly Report on Form 10-Q for the quarter ended September
30, 2001;
(6) Our Current Report on Form 8-K filed May 14, 2001;
(7) Our Current Report on Form 8-K filed June 1, 2001;
(8) Our Current Report on Form 8-K filed July 18, 2001;
(9) Our Current Report on Form 8-K filed August 3, 2001;
(10) Our Current Report on Form 8-K filed August 30, 2001;
(11) Our Current Report on Form 8-K filed October 26, 2001;
(12) Our Current Report on Form 8-K filed November 13, 2001;
(13) Our Current Report on Form 8-K filed November 16, 2001;
(14) Our Current Report on Form 8-K/A filed December 10, 2001;
(15) All of our filings pursuant to the Exchange Act during the period
between the initial filing and effectiveness of this registration
statement; and
(16) The description of our common stock and preferred stock purchase
rights contained in our registration statements on Form 8-A filed
May 3, 1965 and February 9, 1995.
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You may request a copy of these documents (excluding exhibits), which will
be provided to you at no cost, by writing or telephoning us using the following
contact information:
PerkinElmer, Inc.
45 William Street
Wellesley, MA 02481
Attention: Diane J. Basile
Telephone: (781) 237-5100
-24-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by PerkinElmer, Inc. (except any underwriting
discounts and commissions and expenses incurred by the selling stockholder for
brokerage, accounting, tax or legal services or any other expenses incurred by
the selling stockholder in disposing of the shares). All amounts shown are
estimates except the Securities and Exchange Commission registration fee.
Registration Fee - Securities and Exchange Commission........... $ 72,921.38(1)
Legal fees and expenses......................................... $ 20,000.00
Accounting fees and expenses.................................... $ 20,000.00
Miscellaneous expenses.......................................... $ 5,000.00
-----------
Total Expenses......................................... $117,921.38
===========
(1) A Registration Fee of $176,993.65 was previously paid in connection with
the initial filing of the registration statement on August 3, 2001 relating
to the shares of PerkinElmer common stock to be issued in the merger. This
amount includes $72,921.38 attributable to the 9,609,555 shares of
PerkinElmer, Inc. common stock registered hereunder and issued to
Stonington Capital Appreciation 1994 Fund, L.P. in the merger and covered
in the accompanying prospectus.
Item 15. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, as amended (the "Massachusetts Business Corporation Law"), and
Article V, Section 9 of the Registrant's by-laws, to which reference is hereby
made, contain provisions authorizing indemnification by the Registrant of
directors, officers, employees or agents against certain liabilities and
expenses, which they may incur as directors, officers, employees or agents of
the Registrant or of certain other entities. Section 67 of Chapter 156B of the
Massachusetts Business Corporation Law provides that the indemnification of
directors, officers, employees and agents of a corporation and persons who serve
at the corporation's request as directors, officers, employees and other agents
of another organization may be provided to whatever extent as shall be specified
by (i) the articles of organization of the corporation or (ii) a by-law adopted
by the stockholders or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. Unless otherwise
provided in the articles of organization or the by-laws, the indemnification of
any persons described above who are not directors of the corporation may be
provided by the corporation to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses incurred in
II-1
defending a civil or criminal action or proceeding prior to the final
disposition of such action or proceeding, upon receipt of an undertaking by the
indemnified person to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Section 67 of Chapter 156B of the
Massachusetts Business Corporation Law. Any indemnification may be provided
although the person to be indemnified is no longer an officer, director,
employee or agent of the corporation or of such other organization.
Indemnification may not be provided for any person with respect to any matter as
to which that person shall have been adjudicated in any proceeding to not have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation.
Section 65 of Chapter 156B of the Massachusetts Business Corporation Law
provides a limitation on the imposition of liability under other sections of the
Massachusetts Business Corporation Law. Under this section, a director, officer
or incorporator of a corporation is to perform his duties in good faith and in a
manner he reasonably believes to be in the best interests of the corporation and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances. Such director, officer or incorporator is entitled
to rely on information, opinions, reports or records, including financial
statements, books of accounts and other financial records, which are prepared by
or presented by or under the supervision of (i) one or more officers or
employees of the corporation whom the director, officer, or incorporator
reasonably believes to be reliable and competent in the matters presented, or
(ii) counsel, public accountants or other persons as to matters that the
director, officer or incorporator reasonably believes to be within such a
person's professional expert competence, or (iii) in the case of a director, a
duly constituted committee of the board of directors upon which he does not
serve, as to matters within its delegated authority, which committee the
director reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth above, that
fact shall be an absolute defense to any claim asserted against him except as
expressly provided by statute.
Section 65 of Chapter 156B of the Massachusetts Business Corporation Law
provides that the articles of organization of a corporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or it stockholders for monetary damages for breach of a fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Sections 61 or 62 of Chapter 156B of the Massachusetts Business
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Six of the Restated Articles of Organization
of the Registrant, as amended, contains a provision consistent with Section 13
of Chapter 156B of the Massachusetts Business Corporation Law and provides that
to the fullest extent permitted by the Massachusetts Business Corporation Law, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholder for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability.
Section 9 of Article V of the By-Laws of the Registrant contains provisions
relating to the indemnification of directors and officers of the Registrant,
which are consistent with Section 67 of Chapter 156B of the Massachusetts
Business Corporation Law. This section provides that
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no indemnification will be provided to any person who was or is a director of
officer with respect to any matter as to which such person shall have been
finally adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation;
nor shall indemnification be provided where the corporation is required or has
undertaken to submit to a court the question of whether or not indemnification
by it is against public policy and it has been finally determined that such
indemnification is against public policy; provided, however, that, prior to such
final adjudication, the corporation may compromise and settle any such claims
and liabilities and pay such expenses, if such settlement or payment, or both,
appears, in the judgment of a majority of those members of the board of
directors who are not directly interested in such matters, to be in the best
interest of the corporation as evidenced by a resolution to that effect adopted
after receipt by the corporation of a written opinion of counsel for the
corporation, that based upon the facts available to such counsel such person has
not acted in a manner that would prohibit indemnification.
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
also contains provisions authorizing a corporation to obtain insurance on behalf
of any director, officer, employee or agent of the corporation against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. The Registrant maintains director and officer
liability and company reimbursement liability insurance. Subject to certain
deductibles, such insurance will pay up to $50,000,000 per year on claims or
errors and omissions against the Registrant's directors and officers and will
reimburse the Registrant for amounts paid to indemnify directors and officers
against the costs of such claims pursuant to the Registrant's by-laws.
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Item 16. Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 The Registrant's Restated Articles of Organization were filed with the
Commission on August 15, 2001 as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 1, 2001 and
are herein incorporated by reference.
4.2 The Registrant's By-Laws as amended and restated by the Board of
Directors on April 27, 1999 were filed with the Commission on March
28, 2000 as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 2, 2000 and are herein incorporated by
reference.
4.3 The Amended and Restated Rights Agreement dated as of January 30,
2001 between the Registrant and Mellon Investor Services LLC, as
Rights Agent was filed with the Commission on March 26, 2001 as
Exhibit 4.5 to the Registrant's Annual Report for the fiscal year ended
December 31, 2000 and is incorporated herein by reference.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Arthur Andersen LLP (Boston)
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
23.5 Consent of Arthur Andersen LLP (Hartford)
24.1(1) Power of Attorney
--------------
(1) Previously filed.
Item 17. Undertakings.
Item 512(a) of Regulation S-K. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in
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the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Item 512(b) of Regulation S-K. The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Item 512(g) of Regulation S-K. The Registrant hereby undertakes:
(1) that, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) every prospectus (i) that is filed pursuant to paragraph (l)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
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and that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the indemnification provisions
described herein, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 3 to registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the town
of Wellesley, Commonwealth of Massachusetts, on the 11th day of December, 2001.
PERKINELMER, INC.
By: /s/ Terrance L. Carlson
------------------------------------
Terrance L. Carlson
Senior Vice President,
General Counsel and Clerk
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 to registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and Chief December 11, 2001
-------------------------------- Executive Officer (Principal
Gregory L. Summe Executive Officer)
* Senior Vice President and Chief December 11, 2001
-------------------------------- Financial Officer (Principal
Robert F. Friel Financial and Accounting Officer)
* Director December 11, 2001
--------------------------------
Tamara J. Erickson
* Director December 11, 2001
--------------------------------
Kent F. Hansen
* Director December 11, 2001
--------------------------------
John F. Keane
* Director December 11, 2001
--------------------------------
Nicholas A. Lopardo
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Director December 11, 2001
--------------------------------
Alexis P. Michas
* Director December 11, 2001
--------------------------------
Michael C. Ruettgers
Director December 11, 2001
--------------------------------
Vicki L. Sato
* Director December 11, 2001
--------------------------------
Gabriel Schmergel
* Director December 11, 2001
--------------------------------
Kenton J. Sicchitano
* Director December 11, 2001
--------------------------------
G. Robert Tod
*By: /s/ Terrance L. Carlson
-------------------------
Terrance L. Carlson,
as attorney-in-fact
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 The Registrant's Restated Articles of Organization were filed with the
Commission on August 15, 2001 as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 1, 2001 and
are herein incorporated by reference.
4.2 The Registrant's By-Laws as amended and restated by the Board of
Directors on April 27, 1999 were filed with the Commission on March
28, 2000 as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 2, 2000 and are herein incorporated by
reference.
4.3 The Amended and Restated Rights Agreement dated as of January 30,
2001 between the Registrant and Mellon Investor Services LLC, as
Rights Agent was filed with the Commission on March 26, 2001 as
Exhibit 4.5 to the Registrant's Annual Report for the fiscal year ended
December 31, 2000 and is incorporated herein by reference.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Arthur Andersen LLP (Boston)
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
23.5 Consent of Arthur Andersen LLP (Hartford)
24.1(1) Power of Attorney
--------------
(1) Previously filed.
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