As filed with the Securities and Exchange Commission on July 11, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PERKINELMER, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2052042
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02481
(Address of Principal Executive Offices) (Zip Code)
PERKINELMER, INC. SAVINGS PLAN
(Full Title of the Plan)
TERRANCE L. CARLSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CLERK
45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02481
(Name and Address of Agent For Service)
(781) 237-5100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of
Share Price Registration Fee
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Common Stock, $1.00
par value per share 2,000,000 shares $9.51 (2) $19,020,000 (2) $1,749.84
(including the
associated
Preferred Stock
Purchase Rights)(1)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
July 10, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or
given to participants in the plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent
or given to participants in the plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant and the plan covered by this registration statement are
subject to the informational and reporting requirements of Sections 13(a), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports, proxy statements (in the case
of the registrant) and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report and the plan's latest annual
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the
latest prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the registrant's or the plan's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the securities contained in the registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant and the plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
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
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set forth above, that fact shall be an absolute defense to any claim asserted
against him except as expressly provided by statute.
Section 13 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 its 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 no
indemnification will be provided to any person who was or is a director or
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 involved 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
1. 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (i) and (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 Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose 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.
(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.
2. ITEM 512(b) OF REGULATION S-K. The undersigned 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
Section 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 the 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.
3. 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 foregoing
provisions, 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
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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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts on this
15th day of May, 2002.
PERKINELMER, INC.
By: /s/ Gregory L. Summe
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Gregory L. Summe
Chairman and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of PerkinElmer, Inc., hereby
severally constitute and appoint Gregory L. Summe, Robert F. Friel and Terrance
L. Carlson, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable PerkinElmer, Inc. to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gregory L. Summe Chairman and Chief Executive May 15, 2002
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Gregory L. Summe Officer (Principal executive
officer)
/s/ Robert F. Friel Senior Vice President and Chief May 15, 2002
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Robert F. Friel Financial Officer (Principal
financial and accounting officer)
/s/ Tamara J. Erickson Director May 15, 2002
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Tamara J. Erickson
/s/ Nicholas A. Lopardo Director May 15, 2002
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Nicholas A. Lopardo
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/s/ Alexis P. Michas Director May 15, 2002
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Alexis P. Michas
/s/ Michael C. Ruettgers Director May 15, 2002
--------------------------
Michael C. Ruettgers
/s/ Vicki L. Sato Director May 15, 2002
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Vicki L. Sato
/s/ Gabriel Schmergel Director May 15, 2002
---------------------------
Gabriel Schmergel
/s/ Kenton J. Sicchitano Director May 15, 2002
--------------------------
Kenton J. Sicchitano
/s/ G. Robert Tod Director May 15, 2002
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G. Robert Tod
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth
of Massachusetts on this 15th day of May, 2002.
PERKINELMER, INC. SAVINGS PLAN
By: /s/ Terrance L. Carlson, Senior V.P.
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(Signature and Title)
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
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4.1(1) Restated Articles of Organization of the Registrant
4.2(2) Amended and Restated By-Laws of the Registrant
4.3(3) Amended and Restated Rights Agreement, dated as of January 30,
2001, between the Registrant and Mellon Investor Services LLC, as
Rights Agent
23.1 Notice Regarding Consent of Arthur Andersen LLP
24.1 Power of attorney (included on the signature pages of this
registration statement)
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(1) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
period ended July 1, 2001 (File No. 001-05075) and incorporated herein
by reference.
(2) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 2000 (File No. 001-05075) and incorporated herein
by reference.
(3) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 (File No. 001-05075) and incorporated
herein by reference.