<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACKARD BIOSCIENCE COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-0676652
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
800 RESEARCH PARKWAY
MERIDEN, CONNECTICUT 06450
(203) 238-2351
(Address of Principal Executive Offices)
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PACKARD BIOSCIENCE COMPANY 2000 STOCK INCENTIVE PLAN
PACKARD BIOSCIENCE COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN
PACKARD BIOSCIENCE COMPANY NON-EMPLOYEE DIRECTOR OPTION COMPENSATION PLAN
CANBERRA INDUSTRIES, INC. STOCK OPTION PLAN
(Full Title of the Plans)
-----------------------------
BEN D. KAPLAN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PACKARD BIOSCIENCE COMPANY
800 RESEARCH PARKWAY
MERIDEN, CONNECTICUT 06450
(203) 238-2351
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================== ============== ================ ================== =================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ------------------------------------------ -------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.002 per share 35,000 $ .633 $ 22,155 $17,138
12,000 1.287 15,444
531,000 1.317 699,327
197,500 1.454 287,165
10,000 1.60 16,000
7,000,000 9.125 63,875,000
--------- ----------
7,785,500 64,915,091
========= ==========
========================================== ============== ================ ================== =================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers an indeterminate number of (i) additional
shares of common stock that may be issued pursuant to anti-dilution and
adjustment provisions of the above-named plans and (ii) interests to be
offered or sold pursuant to the above-named plans.
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Such estimate is based upon: (i) in the case of shares of common stock
which may be purchased upon exercise of outstanding options, the price at
which the options may be exercised; and (ii) in the case of shares of
common stock for which options have not yet been granted and the option
price of which is therefore unknown, the average of the high and low sales
prices of the common stock of the registrant as posted on The Nasdaq
National Market on April 20, 2000, a date within 5 business days prior to
the filing of this registration statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this registration statement (the "Plans") as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as prospectus or
prospectuses supplements pursuant to Rule 424 under the Securities Act. Such
documents and the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant are incorporated by reference in this registration statement.
1. The Prospectus, dated April 19, 2000, of the Registrant filed with the
Commission pursuant to Rule 424(b) under the Securities Act, relating to the
Registrant's Registration Statement on Form S-1 (File No. 333-31996);
2. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
April 18, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); and
3. The Registrant's annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Commission on March 30, 2000.
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 shares of common stock offered
have been sold, or which deregisters all shares of common stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of 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 purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Packard BioScience Company (the "Company") is incorporated under the laws
of the State of Delaware. Section 145 of the General Corporation Law of the
State of Delaware ("Section 145") provides that a Delaware corporation may
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person was an
officer, director, employee or
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<PAGE>
agent of such corporation, or is or was serving at the request of such person
was an officer, director, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred. The Company's
Amended and Restated Certificate of Incorporation and Amended and Restated
By-Laws provide for the indemnification of directors and officers of the Company
to the fullest extent permitted by Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares, or (iv) for
any breach of a director's duty of loyalty to the company or its stockholders.
The Company's Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws include such a provision. Expenses incurred by any officer or
director in defending any such action, suit or proceeding in advance of its
final disposition shall be paid by the Company upon delivery to the Company of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified by the Company.
The Company maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of
common stock, par value $0.002, issuable under the plans
(including consent).
10.10 Canberra Industries, Inc. Stock Option Plan of 1971, as amended.
(1)
10.11 Packard BioScience Company 2000 Stock Incentive Plan. (2)
10.12 Packard BioScience Company 2000 Non-Employee Director Option
Compensation Plan. (2)
10.13 Packard BioScience Company 2000 Employee Stock Purchase Plan. (2)
23.1 Consent of Arthur Andersen LLP relating to the audited financial
statements of Packard BioScience Company and subsidiaries as of
December 31, 1998 and 1999, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1999.
23.7 Consent of Wachtell, Lipton, Rosen & Katz (included in their
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (included in the signature page of this
registration statement).
- --------------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (File No. 333-24001), as amended.
(2) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-31996), as amended.
ITEM 9. REQUIRED UNDERTAKINGS
(a) 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;
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(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. Notwithstanding the foregoing,
any increase or decrease in 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 and 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 direc-
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tor, 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 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, hereunto duly
authorized, in the City of New York, State of New York, on this 26th day
of April, 2000.
PACKARD BIOSCIENCE COMPANY
By: /s/ Ben D. Kaplan
------------------------------------
Name: Ben D. Kaplan
Title: Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ben D. Kaplan, Timothy O. White,
Jr. and David M. Dean and each of them severally as his true and lawful
attorney-in-fact with full power of substitution and resubstitution to sign in
his name, place and stead, in any and all capacities to do any and all things
and execute any and all instruments that such attorney may deem necessary or
advisable under the Securities Act of 1933, and any rules, regulations and
requirements of the Securities and Exchange Commission, including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign his name in his respective capacity as a member of the Board of Directors
or officer of the Registrant, this Registration Statement, any and all
amendments (including post-effective amendments) to this Registration Statement
and any other documents filed with the Securities and Exchange Commission, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, each acting alone,
and his or substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 26, 2000:
SIGNATURE TITLE
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/s/ Emery G. Olcott Chairman of the Board, Chief Executive
- ---------------------------------- Officer and President
Emery G. Olcott
/s/ Richard T. Mckernan Senior Vice President (President Packard
- ---------------------------------- Instrument) and Director
Richard T. McKernan
/s/ Ben D. Kaplan Vice President and
- ---------------------------------- Chief Financial Officer
Ben D. Kaplan
/s/ David M. Dean Corporate Controller
- ----------------------------------
David M. Dean
/s/ George Serrano Vice President (President Canberra
- ---------------------------------- Industries) and Director
George Serrano
/s/ Robert F. End Director
- ----------------------------------
Robert F. End
/s/ Bradley J. Hoecker Director
- ----------------------------------
Bradley J. Hoecker
/s/ Alexis P. Michas Director
- ----------------------------------
Alexis P. Michas
/s/ Peter P. Tong Director
- ----------------------------------
Peter P. Tong
/s/ Robert C. Salisbury Director
- ----------------------------------
Robert C. Salisbury
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<PAGE>
EXHIBIT 5.1
[WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]
April 26, 2000
Packard BioScience Company
800 research Parkway
Meriden, Connecticut 06450
RE: Packard BioScience Company --
Registration Statement On Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Packard BioScience Company, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8, as the same may be amended from time to time, filed with
the Securities and Exchange Commission (the "Registration Statement") in
connection with the registration of 7,785,500 shares of common stock, par value
$.002 per share (the "Shares"), of the Company under the Securities Act of 1933,
as amended, to be offered pursuant to: (i) the Packard BioScience Company 2000
Stock Incentive Plan, (ii) the Packard BioScience Company Non-Employee Director
Option Compensation Plan, (iii) the Packard BioScience Company 2000 Employee
Stock Purchase Plan and (iv) the Canberra Industries, Inc. Stock Option Plan of
1971, as amended (collectively, the "Plans").
In that connection, we have reviewed and examined (i) the Registration
Statement; (ii) the Plans; (iii) the Amended and Restated Certificate of
Incorporation of the Company as currently in effect; (iv) the Amended and
Restated By-Laws of the Company as currently in effect (the "By-Laws"); (v) a
specimen certificate representing the Shares; (vi) certain resolutions of the
Board of Directors of the Company; and (vii) such other corporate records,
certificates and other documents, and such matters of law as we have considered
necessary or appropriate for purposes of rendering this opinion.
<PAGE>
With respect to factual matters, we have relied upon representations
and certificates of officers of the Company and upon certificates and assurances
from public officials. We have also assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies. We
have assumed that the certificates representing the Shares conform to the
specimen thereof examined by us and have been duly countersigned by a transfer
agent and duly registered by a registrar of the Shares.
Based on, and subject to, the foregoing and the other matters set forth
herein, we are of the following opinion:
(i) The Company is a corporation duly organized and validly existing
under the laws of the state of Delaware;
(ii) The Plans, including the proposed delivery of up to 7,785,500
Shares thereunder, have been duly authorized by appropriate corporate action of
the Company; and
(iii) The Shares, upon issuance, when delivered pursuant to the
provisions of the Plans, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and we have not
considered, and we express no opinion as to, the laws of any jurisdiction other
than the federal laws of the United States of America, the State of New York and
the General Corporation Law of the State of Delaware.
We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement. We further consent to the reference to us in Item 5 of
Part II of the Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated February 14, 2000, except for Note 15 of Notes to Consolidated
Financial Statements as to which the date is April 19, 2000, included in
Packard BioScience Company's Form 10-K for the year ended December 31, 1999
and Packard BioScience Company's registration statement on Form S-1 (File No.
333-31996).
ARTHUR ANDERSEN LLP
Hartford, Connecticut
April 26, 2000
