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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): January 14, 2000
PerkinElmer, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
1-5075 04-2052042
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(Commission File Number) (I.R.S. Employer Identification No.)
45 William Street
Wellesley, Massachusetts 02481
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(Address of Principal Executive Offices) (Zip Code)
(781) 237-5100
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(Registrant's Telephone Number, Including Area Code)
_____________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 14, 2000, PerkinElmer, Inc. (the "Company") completed its
acquisition of Vivid Technologies, Inc. ("Vivid"). Pursuant to an Agreement and
Plan of Merger, dated as of October 4, 1999 (the "Merger Agreement"), among the
Company, Venice Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), and Vivid, Merger Sub was merged with
and into Vivid and, at 4:30 p.m. EST on January 14, 2000 (the "Effective Time"),
Vivid became a wholly owned subsidiary of the Company (the "Merger").
As a result of the Merger, each outstanding share of Vivid Common Stock,
other than shares owned by the Company, was converted into the right to receive
0.1613 of a share (the "Exchange Ratio") of the Company's Common Stock. Pursuant
to the terms of the Merger Agreement, no fractional shares of the Company's
Common Stock will be issued in the Merger, and each Vivid stockholder who would
otherwise be entitled to receive a fractional share of the Company's common
stock will receive a cash equivalent based on a market value (as calculated in
accordance with the Merger Agreement) of the Company's common stock of $40.14
per share. The purchase price was based upon the Company's determination of the
fair value of Vivid, and the terms of the Merger Agreement were determined by
arms-length negotiation among the parties.
In addition, pursuant to the Merger Agreement, each outstanding option to
purchase Vivid Common Stock under Vivid's stock option plans has been assumed by
the Company (each, an "Assumed Option"). At the Effective Time, each Assumed
Option became an option to purchase that number of shares of the Company's
Common Stock as is equal (subject to rounding) to the number of shares of Vivid
Common Stock that was subject to such option immediately prior to the Effective
Time, multiplied by the Exchange Ratio.
The foregoing summary of the Merger is qualified in its entirety by
reference to the Company's Registration Statement on Form S-4, as amended
(Commission File No. 333-91535), and the exhibits and reports filed therewith or
incorporated therein by reference.
A copy of the press release, dated January 17, 2000, announcing the
acquisition of Vivid Technologies, Inc. is attached to this Current Report on
Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
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(c) Exhibits
Exhibit 99.1 Press Release regarding Acquisition of Vivid
Technologies, Inc. dated January 17, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PERKINELMER, INC.
Date: January 27, 2000 By: /s/ Terrance L. Carlson
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Name: Terrance L. Carlson
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release regarding Acquisition of Vivid Technologies, Inc.
dated January 17, 2000.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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17 January 2000
PERKINELMER COMPLETES ACQUISITION OF VIVID TECHNOLOGIES
BOSTON, MASSACHUSETTS...PerkinElmer, Inc. (NYSE: PKI) announced that it has
successfully completed its acquisition of Vivid Technologies, Inc., a leading
supplier of automated explosive detection systems used in airports and
high-security facilities around the world. Last week the shareholders of Vivid
overwhelmingly approved the merger, as 99% of voted shares were in favor of the
acquisition. The transaction was structured as a stock merger in which
shareholders of Vivid will receive one share of PerkinElmer common stock for
each 6.2 shares of Vivid common stock.
"We are extremely pleased to welcome the Vivid team to PerkinElmer. This strong
combination puts us squarely on the technology forefront for security and
screening," said Bob Rosenthal, president of PerkinElmer Instruments, which
includes the Astrophysics security systems business. "Vivid brings a global
market position which provides the opportunity to enhance our maintenance and
service revenue and allows us to bring this technology to a broader customer
base."
PerkinElmer, Inc. offers a broad array of products to the transportation, cargo,
and public building security market from walk-thru detection systems, to
advanced explosive detection systems, to large cargo inspection systems.
FACTORS AFFECTING FUTURE PERFORMANCE
This press release contains "forward-looking" statements. For this purpose,
any statements contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements. Words such as
"believes," "anticipates," "plans," "expects," "will" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause the results of PerkinElmer to differ
materially from those indicated by these forward-looking statements, including
among others, risks associated with the integration of Vivid with PerkinElmer,
the risk that anticipated benefits of the acquisition may not occur or may be
delayed or reduced in their realization, and the factors set forth under
"Forward-looking Information and Factors Affecting Future Performance" in the
Company's Annual Report on Form 10-K for the year ended January 3, 1999 filed
with the Securities and Exchange Commission, which factors are expressly
incorporated by reference in this press release.
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PerkinElmer, Inc. is a $1.6 billion high technology company based in Wellesley,
Massachusetts, operating in four businesses - Life Sciences, Fluid Sciences,
Optoelectronics, and Analytical Instruments. The Company has operations in over
100 countries, and is a component of the S&P 500 Index. Additional information
is available at www.perkinelmer.com or at 1-877-PKI-NYSE.
For further information contact: Diane J. Basile, PerkinElmer, Inc.
Tel: (781) 431-4306
