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Exhibit 1.2
Pricing Agreement
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Goldman, Sachs & Co.
UBS Warburg LLC
SG Cowen Securities Corporation
Thomas Weisel Partners LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
PerkinElmer, Inc., a Massachusetts corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated August 2, 2000 (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co., UBS Warburg LLC, SG Cowen
Securities Corporation and Thomas Weisel Partners LLC, on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Firm Designated Securities set forth opposite the name
of such Underwriter in Schedule I hereto. In the
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event and to the extent that the Representatives shall exercise the election to
purchase Optional Designated Securities as provided on Schedule II hereto, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
that portion of the aggregate principal amount of the Optional Designated
Securities as to which such election shall have been exercised (to be adjusted
by the Representatives so as to eliminate fractions of $1,000) determined by
multiplying such aggregate principal amount of Optional Designated Securities by
a fraction, the numerator of which is the maximum aggregate principal of
Optional Designated Securities which such Underwriter is entitled to purchase as
set forth opposite the name of such Underwriter in Schedule II hereto and the
denominator of which is the maximum aggregate principal amount of Optional
Designated Securities which all of the Underwriters are entitled to purchase
hereunder.
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
PerkinElmer, Inc.
By: /s/ Robert F. Friel
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Robert F. Friel
Senior Vice President
& Chief Financial Officer
Accepted as of the date hereof:
Goldman, Sachs & Co.
UBS Warburg LLC
SG Cowen Securities Corporation
Thomas Weisel Partners LLC
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
-2-
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SCHEDULE I
AGGREGATE INITIAL
AGGREGATE INITIAL PRICE TO PUBLIC OF
PRICE TO PUBLIC OF OPTIONAL DESIGNATED
FIRM SECURITIES TO BE
DESIGNATED PURCHASED IF
SECURITIES TO BE MAXIMUM
UNDERWRITER PURCHASED OPTIONS EXERCISED
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Goldman, Sachs & Co. $320,000,295 $48,000,070
UBS Warburg LLC 39,999,975 5,999,696
SG Cowen Securities Corporation 19,999,987 3,000,098
Thomas Weisel Partners LLC 19,999,987 3,000,098
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Total $400,000,244 $59,999,962
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
Zero Coupon Convertible Debentures due August 7, 2020
AGGREGATE PRINCIPAL AMOUNT AT MATURITY:
$800,641,000 (the "Firm Designated Securities")
PRICE TO PUBLIC:
49.960% of the principal amount at maturity of the Designated Securities,
plus accrued original issue discount, if any, from August 7, 2000 to the
First Time of Delivery.
PURCHASE PRICE BY UNDERWRITERS:
48.711% of the principal amount at maturity of the Designated Securities,
plus accrued original issue discount, if any, from August 7, 2000 to the
First Time of Delivery.
OVERALLOTMENT OPTION
The Underwriters have the right to purchase at their election up to
$120,096,000 aggregate principal amount at maturity of additional
Designated Securities (the "Optional Designated Securities"), at the
purchase price set forth above, for the sole purpose of covering
overallotments in the sale of the Firm Designated Securities. Any such
election to purchase Optional Designated Securities may be exercised by
written notice from the Representatives to the Company, given within a
period of 30 calendar days after the date of this Pricing Agreement,
setting forth the aggregate principal amount at maturity of Optional
Designated Securities to be purchased and the date on which such Optional
Designated Securities are to be delivered, as determined by the
Representatives but in no event earlier than the First Time of Delivery (as
set forth below) or, unless the Representatives and the Company otherwise
agree in writing, earlier than two or later than ten business days after
the date of such notice (the "Second Time of Delivery").
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC') or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the applicable Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
FIRST TIME OF DELIVERY:
9:30 a.m. (New York City time) on August 7, 2000, or such other time and
date as Goldman, Sachs & Co. and the Company may agree upon in writing.
INDENTURE:
Indenture dated as of August 7, 2000, between the Company and Bank One
Trust Company, N.A., as Trustee (the "Trustee"), as supplemented by that
certain First Supplemental Indenture dated as of August 7, 2000 between the
Company and the Trustee.
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MATURITY:
August 7, 2020
INTEREST RATE:
Zero Coupon
INTEREST PAYMENT DATES:
No interest payment dates, unless the Company chooses to pay interest
following a tax event.
CONVERSION RIGHTS:
Each Designated Security will be convertible into shares of Common Stock of
the Company at the option of the Investor at any time on or prior to
maturity, unless previously redeemed or otherwise purchased by the Company,
at an initial Conversion Rate of 5.8785 shares per $1,000 principal amount
at maturity of Designated Securities. The Conversion Rate will be adjusted
upon the occurrence of certain events that affect the Common Stock.
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed, in whole or in part at the
option of the Company, on or after August 7, 2003 at the issue price to the
public plus accrued original issue discount through the date of redemption.
The Investor will have the right to require the Company to repurchase the
Designated Securities on August 7, 2003 and August 7, 2010. The repurchase
price will be equal to the issue price to the public plus accrued original
issue discount through the repurchase date and is payable, at the Company's
option, in cash or, subject to satisfaction of specified conditions, shares
of the Company's common stock (valued at 100% of the average closing price
of the Company's common stock for the five trading days ending on the third
trading day prior to the repurchase date) or any combination of cash and
common stock.
The Investor will have the right to require the Company to repurchase the
Designated Securities upon a Change of Control. The repurchase price will
be equal to the issue price to the public plus accrued original issue
discount through the repurchase date and is payable, at the Company's
option, in cash or, subject to satisfaction of specified conditions, shares
of the Company's common stock (valued at 95% of the average closing price
of the Company's common stock for the five trading days ending on the third
trading day prior to the repurchase date) or any combination of cash and
common stock
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
Defeasance is available as set forth in Article 13 of the Indenture.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
New York, New York
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Goldman, Sachs & Co.
UBS Warburg LLC
SG Cowen Securities Corporation
Thomas Weisel Partners LLC
Address for Notices, etc.: c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Syndicate Department
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SCHEDULE III
MATERIAL SUBSIDIARIES
STATE OR JURISDICTION
NAME OF INCORPORATION OR ORGANIZATION
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PerkinElmer Instruments LLC Delaware
Lumen Technologies, Inc. Delaware
PerkinElmer Detection Systems, Inc. Delaware
PerkinElmer Wallac Inc. Maryland
NEN Life Sciences, Inc. Delaware
NEN Life Science Products, Inc. Delaware
