<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 2, 2000
--------------
PerkinElmer, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 1-5075 04-2052042
--------------- ----------------------- ------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
45 William Street, Wellesley, Massachusetts 02481
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
(781) 237-5100
-----------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On August 2, 2000, PerkinElmer, Inc., a Massachusetts corporation (the
"Company"), entered into a Pricing Agreement, dated August 2, 2000 (the "Pricing
Agreement"), between the Company and Goldman, Sachs & Co., UBS Warburg LLC, SG
Cowen Securities Corporation and Thomas Weisel Partners LLC incorporating by
reference the terms of an Underwriting Agreement, dated August 2, 2000, between
the Company and Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen Securities
Corporation and Thomas Weisel Partners LLC relating to unsecured debt securities
of the Company (the "Underwriting Agreement"). The Pricing Agreement relates to
a public offering of Zero Coupon Convertible Debentures due August 7, 2020 with
an aggregate initial price to the public of up to $460,000,206 (including
$59,999,962 subject to the underwriters' over-allotment option) (the
"Debentures") under a registration statement on Form S-3 (No. 333-71069) (the
"Registration Statement"), as amended, which was declared effective by the
Securities and Exchange Commission on May 27, 1999.
The Company filed on August 3, 2000 a supplement to the prospectus in the
Registration Statement, dated August 2, 2000, relating to the issuance and sale
of the Debentures (the "Prospectus Supplement"). The Company anticipates
entering into an Indenture between the Company and Bank One Trust Company, N.A.,
as trustee (the "Trustee"), on August 7, 2000 (a form of which was filed as an
exhibit to the Registration Statement) (the "Indenture"), and a Supplemental
Indenture of even date between the Company and the Trustee, which will set forth
certain terms of the Debentures and include as an exhibit a form of Debenture
(the "Supplemental Indenture").
This Current Report on Form 8-K is being filed for the purpose of filing as
exhibits the Underwriting Agreement, the Pricing Agreement, the form of
Supplemental Indenture and the form of Debenture in connection with the filing
of the Prospectus Supplement and the public offering of the Debentures.
The Prospectus Supplement contains the following "Risk Factors" relating to the
business of the Company:
<PAGE> 3
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 1998 the operating results of our fluid sciences
segment were adversely affected by the downturn in the semiconductor market.
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. We therefore 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
may invest heavily in research and development of products that do not lead to
significant revenue.
<PAGE> 4
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. In 1999, 51% of our total
revenue was derived from sales to customers located outside the United States.
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;
- adverse changes in the level of economic activity in regions in which we
do business;
- adverse changes in industries, such as pharmaceutical discovery,
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.
<PAGE> 5
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, INTEGRATE
ACQUIRED BUSINESSES 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 approvals, including antitrust approvals; and
- the high valuations of businesses.
Some of the businesses we may seek to acquire may be marginally profitable
or unprofitable. 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.
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.
<PAGE> 6
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.
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 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.
We have substantial amounts of outstanding indebtedness. 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. 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 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 and competitors that may have better access to capital
resources.
A significant portion of our outstanding indebtedness bears interest at
floating rates. As a result, our interest payment obligations on such
indebtedness will increase if interest rates increase.
<PAGE> 7
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
1.1 Underwriting Agreement, dated August 2, 2000, between the Company and
Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen Securities Corporation
and Thomas Weisel Partners LLC, relating to unsecured debt securities
1.2 Pricing Agreement, dated August 2, 2000, between the Company and
Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen Securities Corporation
and Thomas Weisel Partners LLC
4.1 Form of Supplemental Indenture, to be dated August 7, 2000, between the
Company and Bank One Trust Company, N.A., as Trustee
4.2 Form of Global Debenture (contained in Exhibit 4.1)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (contained in Exhibit 5.1)
25.1 Form T-1, dated July 31, 2000, filed by Bank One Trust Company, N.A.,
as Trustee
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PerkinElmer, Inc.
Date: August 3, 2000 By: /s/ Terrance L. Carlson
-------------- -----------------------------
Terrance L. Carlson
Senior Vice President, General
Counsel and Clerk
<PAGE> 9
INDEX TO EXHIBITS
1.1 Underwriting Agreement, dated August 2, 2000, between the Company and
Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen Securities Corporation
and Thomas Weisel Partners LLC, relating to unsecured debt securities
1.2 Pricing Agreement, dated August 2, 2000, between the Company and
Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen Securities Corporation
and Thomas Weisel Partners LLC
4.1 Form of Supplemental Indenture, to be dated August 7, 2000, between the
Company and Bank One Trust Company, N.A., as Trustee
4.2 Form of Global Debenture (contained in Exhibit 4.1)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (contained in Exhibit 5.1)
25.1 Form T-1, dated July 31, 2000, filed by Bank One Trust Company, N.A.,
as Trustee
