As filed with the Securities and Exchange Commission on November 14, 2001
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)
PACKARD BIOSCIENCE COMPANY 2000 STOCK INCENTIVE PLAN
PACKARD BIOSCIENCE COMPANY NON-EMPLOYEE DIRECTOR OPTION COMPENSATION PLAN
PACKARD BIOSCIENCE COMPANY MANAGEMENT STOCK INCENTIVE PLAN
CANBERRA INDUSTRIES, INC. STOCK OPTION PLAN OF 1971
(Full Title of the Plans)
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
Proposed Maximum
Title of Securities Proposed Maximum Offering Price Per Aggregate Offering Amount of
to be Registered Amount to be Registered Share Price Registration Fee
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Common Stock, $1.00
par value per share 1,584,540 shares (1) $15.93 (2) $25,241,722.20 (2) $6,310.44
(including the
associated
Preferred Stock
Purchase Rights)
(1) Consists of (i) 727,439 shares issuable under the Packard BioScience
Company 2000 Stock Incentive Plan, (ii) 13,995 shares issuable under the
Packard BioScience Company Non-Employee Director Option Compensation Plan;
(iii) 716,840 shares issuable under the Packard BioScience Company
Management Stock Incentive Plan; and (iv) 126,266 shares issuable under the
Canberra Industries, Inc. Stock Option Plan of 1971.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
price per share and aggregate offering price are calculated on the basis of
$15.93, the weighted average exercise price of the shares subject to
outstanding stock option grants under the Packard BioScience Company 2000
Stock Incentive Plan, the Packard BioScience Company Non-Employee Director
Option Compensation Plan, the Packard BioScience Company Management Stock
Incentive Plan, and the Canberra Industries, Inc. Stock Option Plan of
1971.
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 plans 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 plans 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 is 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 files reports, proxy
statements 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 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 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 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 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.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
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 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 for indemnification against such liabilities (other than
the payment by the registrant of expenses
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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 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 14th
day of November, 2001.
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
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/s/ Gregory L. Summe Chairman and Chief Executive November 14, 2001
-------------------------- Officer (Principal executive
Gregory L. Summe officer)
/s/ Robert F. Friel Senior Vice President and Chief November 14, 2001
-------------------------- Financial Officer (Principal
Robert F. Friel financial and accounting officer)
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Director
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Tamara J. Erickson
/s/ Kent F. Hansen Director November 14, 2001
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Kent F. Hansen
/s/ John F. Keane Director November 14, 2001
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John F. Keane
Director
--------------------------
Nicholas A. Lopardo
/s/ Alexis P. Michas Director November 14, 2001
--------------------------
Alexis P. Michas
/s/ Michael C. Ruettgers Director November 14, 2001
--------------------------
Michael C. Ruettgers
/s/ Vicki L. Sato Director November 14, 2001
--------------------------
Vicki L. Sato
/s/ Gabriel Schmergel Director November 14, 2001
--------------------------
Gabriel Schmergel
/s/ Kenton J. Sicchitano Director November 14, 2001
--------------------------
Kenton J. Sicchitano
/s/ G. Robert Tod Director November 14, 2001
--------------------------
G. Robert Tod
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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 Service LLC,
as Rights Agent.
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers 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.