SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-4389
THE PERKIN-ELMER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York 06-0490270
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
761 Main Avenue,
Norwalk, Connecticut 06859-0001
(Address of Principal Executive Offices, Including Zip Code)
(203) 762-1000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __x__ No ____
Number of shares outstanding of Common Stock, par value $1 per
share, as of November 8, 1996: 43,119,422
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THE PERKIN-ELMER CORPORATION
INDEX
Part I. Financial Information Page
Condensed Consolidated Statements of Operations for the
Three Months Ended September 30, 1996 and 1995 1
Condensed Consolidated Statements of Financial Position at
September 30, 1996 and June 30, 1996 2
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended September 30, 1996 and 1995 3
Notes to Unaudited Condensed Consolidated Financial Statements 4
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. Other Information 10
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THE PERKIN-ELMER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(Dollar amounts in thousands except per share amounts)
Three months ended
September 30,
1996 1995
Net revenues $ 275,736 $ 264,361
Cost of sales 141,002 135,426
Gross margin 134,734 128,935
Selling, general and administrative 82,446 78,719
Research, development and engineering 23,855 25,177
Operating income 28,433 25,039
Gain on sale of investment 11,300
Interest expense 680 1,433
Interest income 1,088 638
Other income (expense), net (1,395)
Income before income taxes 40,141 22,849
Provision for income taxes 7,763 5,255
Net income $ 32,378 $ 17,594
Net income per share $ 0.73 $ 0.41
Dividends per share $ 0.17 $ 0.17
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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THE PERKIN-ELMER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Dollar amounts in thousands)
At September 30, At June 30,
1996 1996
Assets (unaudited)
Current assets
Cash and cash equivalents $ 111,533 $ 95,361
Short-term investments 1,227 1,227
Accounts receivable, net 249,425 254,531
Inventories 217,201 207,297
Prepaid expenses and other current assets 88,826 82,360
Total current assets 668,212 640,776
Property, plant and equipment, net 147,997 148,008
Other long-term assets 133,241 152,540
Total assets $ 949,450 $ 941,324
Liabilities and Shareholders' Equity
Current liabilities
Loans payable $ 48,747 $ 51,075
Accounts payable 86,132 86,885
Accrued salaries and wages 33,588 39,607
Accrued taxes on income 57,786 57,097
Other accrued expenses 191,657 206,552
Total current liabilities 417,910 441,216
Long-term debt 890
Other long-term liabilities 175,314 175,776
Stock repurchase commitment 30,344
Shareholders' equity
Capital stock 45,600 45,600
Capital in excess of par value 157,563 186,058
Retained earnings 219,070 194,613
Foreign currency translation adjustments 3,381 446
Net unrealized gain on investment 24,542 23,245
Minimum pension liability adjustment (29,365) (29,365)
Treasury stock, at cost (94,909) (97,155)
Total shareholders' equity 325,882 323,442
Total liabilities and shareholders' equity $ 949,450 $ 941,324
See accompanying Notes to Unaudited Condensed Consolidated
Financial Statements.
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THE PERKIN-ELMER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three months ended September 30,
1996 1995
<S>
Operating Activities <C> <C>
Net income $ 32,378 $ 17,594
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,930 10,535
Deferred income taxes (3,364) 2,138
Gains from the sale of assets (11,300)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 5,414 (6,064)
Increase in inventories (9,626) (9,557)
Increase in prepaid expenses and other assets (7,609) (3,189)
Decrease in accounts payable and other liabilities (21,396) (29,241)
Net cash used by operating activities (6,573) (17,784)
Investing Activities
Additions to property, plant and equipment
(net of disposals of $136 and $440, respectively) (7,832) (6,732)
Proceeds from sale of assets, net 33,663
Net cash provided (used) by investing activities 25,831 (6,732)
Financing Activities
Net change in loans payable (2,929) (1,804)
Dividends declared (7,307) (7,168)
Purchases of common stock for treasury (5,079)
Equity put warrants 1,846
Stock issued for stock plans 7,454 2,730
Net cash used by financing activities (6,015) (6,242)
Effect of exchange rate changes on cash 2,929 (821)
Net change in cash and cash equivalents 16,172 (31,579)
Cash and cash equivalents beginning of period 95,361 73,010
Cash and cash equivalents end of period $ 111,533 $ 41,431
</TABLE>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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THE PERKIN-ELMER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The interim condensed consolidated financial statements should be
read in conjunction with the financial statements presented in The
Perkin-Elmer Corporation's (the Company's) 1996 Annual Report to
Shareholders. Significant accounting policies disclosed therein
have not changed.
The unaudited condensed consolidated financial statements reflect,
in the opinion of the Company's management, all adjustments which
are necessary for a fair statement of the results for the interim
periods. All such adjustments are of a normal recurring nature.
These results are, however, not necessarily indicative of the
results to be expected for a full year. Certain amounts in the
condensed consolidated financial statements have been reclassified
for comparative purposes.
NOTE 2 - INVENTORIES
Inventories are stated at the lower of cost (on a first-in, first-
out basis) or market. Inventories included the following
components:
(Dollar amounts in millions) September 30, June 30,
1996 1996
Raw materials and supplies $ 34.2 $ 31.1
Work-in-process 18.4 19.8
Finished products 164.6 156.4
Total inventories $ 217.2 $ 207.3
NOTE 3 - INVESTMENTS
During the first quarter of fiscal 1997, the Company sold part of
its equity interest in Etec Systems, Inc. for net cash proceeds of
$14.2 million, resulting in a before-tax gain of $11.3 million, or
$.23 per share after-tax.
Investments in equity securities, which are categorized as available-
for-sale, are stated at a fair value of $30.0 million with a cost
basis of $5.5 million. As a result, an unrealized holding gain of
$24.5 million is reported as a separate component of shareholders'
equity.
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NOTE 4 - STOCK REPURCHASE COMMITMENT
In the first quarter of fiscal 1997, the Company sold in a private
placement 600,000 put warrants on shares of its common stock. Each
warrant obligates the Company to purchase the shares from the holder
at a specified price, if the closing price of the common stock is
below the exercise price on the maturity date. The put warrants
outstanding at September 30, 1996 expire on various dates between
October 1996 and June 1997. The total exercise price of $30.3
million has been reflected in the Company's financial statements at
September 30, 1996, as a provisional liability with the offset as a
reduction of capital in excess of par value. The cash proceeds from
the sale of the put warrants were $1.8 million and have been
included in capital in excess of par value.
NOTE 5 - DERIVATIVES
The Company manages exposure to fluctuations in foreign exchange
rates by creating offsetting positions through the use of derivative
financial instruments, primarily forward or purchased option foreign
exchange contracts. The Company does not use derivative financial
instruments for trading or speculative purposes, nor is the Company
a party to leveraged derivatives. Foreign exchange contracts are
accounted for as hedges of net investments, firm commitments and
foreign currency transactions. The gains and losses on the
instruments utilized to create the hedge offset the gains and losses
on the underlying exposures. At September 30, 1996, the total
carrying amount of the Company's outstanding foreign currency
contracts held was $206.6 million. The counterparties to these
contracts consist of a limited number of highly rated major
financial institutions and the Company does not expect to record any
losses as a result of counterparty default.
NOTE 6 - RESTRUCTURING
As part of continuing efforts to strengthen the analytical
instruments business, the Company identified a series of actions in
fiscal 1996 which included asset redeployment, reduction of
overhead, and improved operating efficiency. The cost of this plan
totaled $71.6 million and was recorded in the third quarter of
fiscal 1996. The charge included $37.8 million for worldwide
workforce reductions of approximately 390 positions in
manufacturing, sales and support, and administrative functions. The
charge also included $33.8 million for the reduction of excess
European manufacturing capacity, the consolidation of facilities in
Europe, and the write-off of certain tangible and intangible assets
associated with the discontinuance of various product lines. These
changes are scheduled to be substantially completed by June 1997. As
of September 30, 1996, severance and related payments of $8.1
million were paid to approximately 260 employees separated under
this plan. The Company also incurred $6.4 million for costs
associated with changes in the European operations infrastructure
and $5.0 million in asset write-offs related to the discontinuance
of various product lines. The balance of the cost to complete the
restructuring was $52.1 million at September 30, 1996. There have
been no adjustments to increase or decrease the liabilities
originally provided for.
The Company recorded a $23.0 million before-tax charge in the fourth
quarter of fiscal 1995 for restructuring actions. The restructuring
plan focused primarily on reducing costs within the analytical
instruments business infrastructure. The charge included $20.7
million of severance and related costs for a work force reduction of
227 employees and $2.3 million for closure and facility
consolidation
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expenses. As of September 30, 1996, the Company made
severance and related payments of $15.8 million to the 227 employees
separated under this plan and payments of $1.9 million were made for
facility closure and consolidation costs, primarily related to the
shutdown of the Company's Puerto Rico manufacturing facility. All
costs resulted in cash outlays and the actions were implemented by
the third quarter of fiscal 1996. There have been no adjustments to
increase or decrease the liabilities originally accrued for the
restructuring plan. The balance remaining at September 30, 1996 was
$5.3 million, representing future severance and deferred payments.
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THE PERKIN-ELMER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following comments should be read in conjunction with
"Management's Discussion and Analysis" appearing on pages 27 - 32 of
the Company's 1996 Annual Report to Shareholders.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
The Company reported net income of $32.4 million, or $.73 per share,
for the first quarter of fiscal 1997 compared with net income of
$17.6 million, or $.41 per share, for the first quarter of fiscal
1996. Net income for the current quarter included a before-tax gain
of $11.3 million, or $.23 per share after-tax, resulting from the
partial sale of an equity interest in Etec Systems, Inc. On a
comparable basis, excluding the special gain, net income increased
26.2% over the first quarter of fiscal 1996.
Net revenues for the first quarter of fiscal 1997 were $275.7
million, an increase of 4.3% over the $264.4 million reported for
the first quarter of fiscal 1996. Net revenues in the United States
and Europe increased by 11.9% and 4.5%, respectively, while revenues
in the Far East declined by 3.8%. Currency rate fluctuations
decreased revenues by approximately $8 million, or 3%, compared to
the prior year, as the U.S. dollar strengthened against the Japanese
Yen and certain European currencies. If exchange rates had remained
constant, net revenues in Europe and the Far East would have
increased by approximately 7% and 6%, respectively. The net revenues
increase reflected a strong performance from the Life Sciences
segment, where revenues grew by $24.0 million compared to last year.
Higher demand for DNA sequencing and liquid chromatography-mass
spectrometry products accounted for most of the 21.4% increase.
Revenues in the Analytical Instruments segment decreased $12.7
million, or 8.4%, from the prior year.
Gross margin as a percentage of net revenues was 48.9% in the first
quarter of fiscal 1997 compared with 48.8% in the first quarter of
fiscal 1996. Selling, general and administrative (SG&A) expenses
were $82.4 million in the first quarter of fiscal 1997 compared to
$78.7 million in the first quarter of fiscal 1996. The ratio of
SG&A expenses to net revenues was essentially unchanged from the
first quarter of fiscal 1996 at 29.9%. Increased SG&A expenses for
Applied Biosystems resulted from substantially higher revenue and
order growth, partially offset by a decline in the Analytical
Instruments' expense level. Research, development and engineering
(R&D) expenses of $23.9 million decreased 5.3% over the prior year.
Increased spending in life science applications was more than offset
by an expected reduction in the Analytical Instruments' expense
level. The lower R&D expense levels in the Analytical Instruments
segment reflected the restructuring actions taken last year,
particularly the reduction of excess European capacity.
As a result of lower debt levels, interest expense in the first
quarter of fiscal 1997 decreased $.8 million compared to the first
quarter of fiscal 1996. Interest income was $.4 million higher than
the prior year as a result of maintaining higher cash and cash
equivalent balances.
The Company's effective income tax rate, before the special gain
(see Note 3), was 23% for both fiscal 1996 and 1997.
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<PAGE>
FINANCIAL RESOURCES AND LIQUIDITY
At September 30, 1996, the Company's total cash position including
short-term investments was $112.8 million, compared with $96.6
million at June 30, 1996. During the first quarter of fiscal 1997,
net cash used by operating activities totaled $6.6 million compared
to $17.8 million for the same period in fiscal 1996. The use of cash
in both periods was due primarily to seasonal payments to fund the
Company's benefit plans, payments related to the restructuring
actions (see Note 6), increased inventory levels, and accounts
payable disbursements.
Net cash provided by investing activities in the first quarter of
fiscal 1997 was $25.8 million compared with net cash used of $6.7
million in the first quarter of fiscal 1996. The first quarter of
fiscal 1997 included $33.7 million generated from the sale of non-
operating assets. Capital expenditures net of disposals were $7.8
million in the quarter compared with $6.7 million in the first
quarter of fiscal 1996.
Net cash used by financing activities was $6.0 million in the first
quarter of the fiscal year reflecting the payment of shareholder
dividends, repayment of short-term debt and repurchase of shares of
the Company's common stock, partially offset by the proceeds
received from the exercise of employee stock options and the sale of
equity put warrants. During the first quarter of fiscal 1997, .1
million shares of common stock, at a cost of $5.1 million, were
repurchased. Common stock purchases for the treasury are made in
support of the Company's various stock plans. There were no shares
repurchased during the first quarter of fiscal 1996. The first
quarter of fiscal 1997 includes $1.8 million of proceeds from the
sale of put warrants (see Note 4).
OUTLOOK
The Applied Biosystems Division experienced a strong first quarter.
The demand for life science products has grown steadily, driven by
strong demand for integrated, high-throughput DNA sequencing
and analysis systems in newly developing applied markets. The
Company continues to invest in and search for new opportunities and
applications in this business. This investment strategy is designed
to further position the Company as a technology and market leader in
emerging life science applications, especially in the rapidly growing
segments of human disease research and pharmaceutical drug
discovery and development.
Although the revenues of the Analytical Instruments Division
declined in the quarter, a higher backlog versus the prior year
should position the Division for future revenue growth. The
Analytical Instruments' operating profit margins are beginning to
see improvements from the fiscal 1996 restructuring program. This
program is being implemented on schedule, and the benefits of the
program are anticipated to accelerate during the fiscal year with
operating cost reductions of approximately $25 million expected to
be realized in fiscal 1997. When the program is fully implemented,
the Company expects to achieve annual operating cost benefits of
more than $40 million and increased operating cash flow of a similar
amount. The full benefits from this program are expected to be
realized in fiscal 1998.
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<PAGE>
"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
Certain statements contained in this report may be forward looking
and are subject to a variety of risks and uncertainties. Many
factors could cause actual results to differ materially from these
statements. These factors include, but are not limited to, (1)
complexity and uncertainty regarding the development of new high
technology products, (2) loss of market share through competition,
(3) introduction of competing products or technologies by other
companies, (4) pricing pressures from competitors and/or customers,
(5) changes in the life sciences or analytical instrument
industries, (6) changes in the pharmaceutical, environmental,
research or chemical markets, (7) variable government funding in key
geographical regions, (8) the Company's ability to protect
proprietary information and technology or to obtain necessary
licenses on commercially reasonable terms, (9) the loss of key
employees, and (10) other factors which might be described from time
to time in the Company's filings with the Securities and Exchange
Commission.
A significant portion of the Company's life science business
operations are located near major California earthquake faults. The
ultimate impact of earthquakes on the Company, significant suppliers
and the general infrastructure is unknown, but operating results
could be materially affected in the event of a major earthquake.
The Company maintains insurance to reduce its exposure to losses and
interruptions caused by earthquakes.
Although the Company believes it has the product offerings and
resources needed for continuing success, future revenue and margin
trends cannot be reliably predicted and may cause the Company to
adjust its operations. Factors external to the Company can result
in volatility of the Company's common stock price. Because of the
foregoing factors, recent trends should not be considered reliable
indicators of future stock prices or financial results.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-
Holders.
The Company held its Annual Meeting of Shareholders on
October 17, 1996. At such meeting, the shareholders of the
Company elected all of the nominees for director and
approved all other proposals submitted by the Company to
shareholders for approval at the meeting, each as described
in the Notice of Annual Meeting and Proxy Statement dated
September 9, 1996. The results of the voting of the
shareholders with respect to such matters is set forth
below.
I. Election of Directors.
Total Vote
Total Vote Withheld
For Each From Each
Director Director
Joseph F. Abely, Jr. 35,814,077 149,261
Richard H. Ayers 35,819,455 143,883
Jean-Luc Belingard 35,814,545 148,793
Robert H. Hayes 35,820,179 143,159
Donald R. Melville 35,812,641 150,697
Burnell R. Roberts 35,815,322 148,016
Georges C. St. Laurent, Jr. 35,817,974 145,364
Carolyn W. Slayman 35,818,468 144,870
Orin R. Smith 35,818,999 144,339
Richard F. Tucker 35,808,889 154,449
Tony L. White 35,813,234 150,104
II. Ratification of the selection of Price Waterhouse
LLP as the Company's independent accountants for the
fiscal year ending June 30, 1997.
FOR AGAINST ABSTAIN NO VOTE
35,821,386 22,280 119,672 0
III. Approval of the amendment to the Company's
Restated Certificate of Incorporation to limit the
liability of directors consistent with the New York
Business Corporation Law.
FOR AGAINST ABSTAIN NO VOTE
32,222,934 3,400,485 210,666 129,252
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IV. Adoption of the 1996 Stock Incentive Plan to
replace the expiring plan.
FOR AGAINST ABSTAIN NO VOTE
32,815,972 2,850,624 167,489 129,252
V. Adoption of the 1996 Employee Stock Purchase Plan to
replace the expiring plan.
FOR AGAINST ABSTAIN NO VOTE
34,752,993 922,522 158,570 129,252
Item 5. Other Information.
At a meeting of the Board of Directors of the Company
held immediately following the Annual Meeting of
Shareholders referred to in Item 4, above, the Board of
Directors elected the following persons as officers of the
Company:
Tony L. White Chairman, President and Chief
Executive Officer
Manuel A. Baez Senior Vice President and
President, Analytical Instruments
Peter Barrett Vice President
David P. Binkley Vice President
Elaine J. Heron Vice President
Michael W. Hunkapiller Vice President
Stephen O. Jaeger Vice President, Chief Financial
Officer and Treasurer
Thomas P. Livingston Assistant Secretary
Joseph E. Malandrakis Vice President
John B. McBennett Corporate Controller
Michael J. McPartland Vice President
Mark C. Rogers Senior Vice President, Corporate
Development and Chief Technology
Officer
William B. Sawch Vice President, General Counsel and
Secretary
Dr. Binkley subsequently announced his resignation from the Company
effective November 15, 1996.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3(i). Restated Certificate of Incorporation.
11. Computation of Net Income Per Share.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the
quarter for which this report is being filed.
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<PAGE>
SIGNATURES
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 thereunto duly
authorized.
THE PERKIN-ELMER CORPORATION
By: /s/ Stephen O. Jaeger
Stephen O. Jaeger
Vice President, Chief
Financial
Officer and Treasurer
By: /s/ John B. McBennett
John B. McBennett
Corporate Controller (Chief
Accounting Officer)
Dated: November 13, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit
3(i) Restated Certificate of Incorporation
11 Computation of Net
Income Per Share
27 Financial Data Schedule
EXHIBIT 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PERKIN-ELMER CORPORATION
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Tony L. White and William B.
Sawch, being the duly elected and acting Chairman of the
Board and Secretary, respectively, of The Perkin-Elmer
Corporation, do hereby certify that:
1. The name of the corporation is The Perkin-Elmer
Corporation (the "Corporation").
2. The Certificate of Incorporation of the
Corporation was filed by the Department of State on December
13, 1939.
3. The Certificate of Incorporation of the
Corporation, as heretofore amended and restated, is amended
to effect a change authorized by Section 801 of the Business
Corporation Law of the State of New York (the "NYBCL");
namely, to add a new Article TWELFTH thereof to provide for
the limitation of the liability of directors consistent with
the NYBCL.
4. To effect the foregoing amendment and to
integrate such amendment into a Restated Certificate of
Incorporation of the Corporation, the text of the
Certificate of Incorporation of the Corporation is hereby
restated to read in its entirety as follows:
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FIRST: The name of the corporation is THE PERKIN-
ELMER CORPORATION.
SECOND: The purposes for which the Corporation is
formed are:
(a) To design, invent, develop, manufacture,
produce, purchase, lease or otherwise acquire, use, exploit,
process, fabricate, rebuild, service, transport, sell,
market at wholesale or retail or otherwise dispose of,
import, export, lease, distribute, provide and deal in and
with, whether as principal or agent, or through franchised
dealers, distributors or otherwise, optical, electrical,
electro-optical, mechanical, electro-mechanical, electronic,
astronomical, astrological, astronavigational, general
purpose digital computer, data communications, electronic
processing, information handling, industrial or commercial
thermal, electric arc, plasma flame or other, spraying,
coating, scientific, analytical, precision, laboratory,
industrial, commercial, educational, process control and
instructional systems, instruments, products, apparatus,
equipment and devices, including components, peripherals,
interfaces, parts, accessories, supplies, machinery, tools,
equipment, wares, merchandise, materials, equipment and
goods, of every kind and description, in any way, in whole
or in part, related or incidental thereto.
(b) To undertake, conduct, assign, promote and
engage in research, exploration, laboratory design and
developmental work or studies for its own account, as a
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consultant or otherwise, in connection with or related to
any of the businesses of the Corporation.
(c) To design, invent, develop, manufacture,
produce, purchase, lease or otherwise acquire, use, exploit,
process, fabricate, rebuild, service, transport, sell,
market at wholesale or retail or otherwise dispose of,
import, export, lease, distribute, provide and deal in and
with, whether as principal or agent, or through franchised
dealers, distributors, or otherwise, raw materials,
products, goods, wares, merchandise, materials and other
personal property, tangible or intangible, and rights,
interests or privileges therein of every kind and
description, wheresoever situated.
(d) To acquire by purchase, exchange, lease, devise
or otherwise, and to hold, own, operate, maintain, manage,
improve, develop, and exploit, and to sell, transfer,
convey, lease, mortgage, exchange or otherwise deal with or
dispose of, real property, improved and unimproved,
wheresoever situated, and any rights, interests or
privileges therein.
(e) To provide services of every kind and nature in
connection with or related or incidental to the businesses
of the Corporation.
(f) To acquire by purchase, exchange, or otherwise,
all or any part of, or any interest in, the properties,
assets, rights, business and goodwill of any person, firm,
association or corporation heretofore or hereafter engaged
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in any business for which a corporation may now or hereafter
be organized under the Business Corporation Law of the State
of New York, or under any act amendatory thereof,
supplemental thereto or substituted therefor; to pay for the
same in cash, property or its own or other securities; to
hold, operate, lease, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; in
connection therewith to assume or guarantee performance of
any of the liabilities, obligations or contracts of such
persons, firms, associations or corporations; and after such
acquisition to operate the properties, assets and rights so
acquired and to conduct the whole or any part of the
business so acquired.
(g) To acquire by purchase, subscription or
otherwise, and to invest in, receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in
respect of the shares of capital stock, scrip, warrants,
rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any
corporation, joint stock companies, partnerships, firms,
syndicates, associations, firms, trusts or persons, public
or private, or by the government of the United States of
America, or by any foreign government, or by any state,
territory, province, municipality or other political
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subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and
things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
(h) To such an extent as a corporation organized
under the laws of the State of New York may now or hereafter
lawfully do, to do, either as principal or agent and either
alone or in connection with other corporations, firms or
individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident
to the accomplishment of any of the purposes or the
attainment of any one or more of the objects enumerated
herein, or in Section 202 of the Business Corporation Law of
New York (which shall be considered both as purposes and
powers), or designed directly or indirectly to promote the
interests of the Corporation or to enhance the value of its
properties; and in general carry on any business in
connection therewith and incident thereto not forbidden by
the laws of the State of New York and use all the powers
conferred upon corporations by the laws of the State of New
York.
THIRD: The total number of shares which may be
issued by the Corporation is ninety million (90,000,000)
shares of Common Stock, all of which shall have a par value
of one dollar ($1.00) per share, and one million (1,000,000)
-5-
<PAGE>
shares of Preferred Stock, all of which shall have a par
value of one dollar ($1.00) per share.
The Preferred Stock shall be issued in one or more
series. The Board of Directors is hereby expressly
authorized to issue the shares of Preferred Stock in such
series, and to fix from time to time before issuance the
number of shares to be included in any series and the
designation, relative rights, preferences and limitations of
all shares of such series. The authority of the Board of
Directors with respect to each series shall include without
limitation thereto, the determination of all of the
following, and the shares of each series may vary from the
shares of any other series in any or all of the following
respects:
(1) The number of shares constituting such series,
and the designation thereof to distinguish the shares of
such series from the shares of all other series;
(2) The annual dividend rate on the shares of such
series, whether such dividends are payable in installments
and whether such dividends shall be cumulative and, if
cumulative, the date from which such dividends shall
accumulate;
(3) The preference, if any, of the shares of such
series in the event of any voluntary or involuntary
liquidation or dissolution of the Corporation;
(4) The voting rights, if any, of the shares of such
series, in addition to the voting rights prescribed by law,
-6-
<PAGE>
and the terms and conditions of exercise of any such voting
rights;
(5) The redemption price or prices, if any, of the
shares of such series and the terms and conditions of any
such redemption;
(6) The right, if any, of the shares of such series
to be converted into shares of any other series or class,
and the terms and conditions of any such conversion; and
(7) Any other relative rights, preferences and
limitations of the shares of such series.
FOURTH: No holder of any shares of stock of any
class of the Corporation shall as such holder have any
preemptive right to purchase any shares or securities of any
class which at any time may be sold or offered for sale by
the Corporation.
FIFTH: The office of the Corporation shall be
located in the Borough of Manhattan, City of New York,
County of New York, State of New York; and the Secretary of
State shall mail a copy of process in any action or
proceeding against the Corporation which may be served upon
him to CT Corporation System, 1633 Broadway, New York, New
York 10019.
SIXTH: The duration of the Corporation shall be
perpetual.
SEVENTH: The number of directors shall be not less
than three and not more than fifteen. The directors need
not be stockholders.
-7-
<PAGE>
EIGHTH: The Corporation may issue and sell its
authorized shares for such consideration (but not less than
the par value thereof) as from time to time may be fixed by
the Board of Directors.
NINTH: CT Corporation System, 1633 Broadway, New
York, New York 10019 is hereby designated as the registered
agent of the Corporation upon whom process in any action or
proceeding against it may be served.
TENTH: (a) Notwithstanding any other provisions of
this Certificate of Incorporation or the By-laws of the
Corporation, no transaction between the Corporation and any
Controlling Person (as hereinafter defined) shall be valid
nor shall any such transaction be consummated unless (i)
such transaction is expressly approved by at least a vote of
the Disinterested Directors (as hereinafter defined) who at
the time constitute at least a majority of the entire Board
of Directors of the Corporation, or (ii) such transaction is
approved by the affirmative vote of not less than two-thirds
of the voting power of the shares of each class of the
Corporation's capital stock entitled to vote thereon held by
Disinterested Shareholders (as hereinafter defined), or
(iii) if such transaction would result in payment of cash or
other property to the shareholders of the Corporation, such
transaction is consummated and provides for the payment to
each of the shareholders other than such Controlling Person
upon the consummation thereof, in exchange for all the
shares of the Corporation's capital stock held by each of
-8-
<PAGE>
such shareholders, consideration which, as to both amount
and kind, is equal to or greater than the highest per share
price actually paid by or for the account of such
Controlling Person for the same class of shares of capital
stock held by each of such shareholders during both the two-
year period prior to the time any such Controlling Person
became such and the two-year period prior to the
consummation of such transaction.
(b) For purposes of this Article TENTH: (i) the
term "Controlling Person" means any individual, corporation,
partnership, trust, association or other organization or
entity (including any group formed for the purpose of
acquiring, voting or holding securities of the Corporation)
which either directly, or indirectly through one or more
intermediaries, owns, beneficially or of record, or controls
by agreement, voting trust or otherwise, at least 1% of the
voting power of any class of capital stock of the
Corporation, and such term also includes any corporation,
partnership, trust, association, or other organization or
entity in which one or more Controlling Persons have the
power, through the ownership of voting securities, by
contract, or otherwise, to influence significantly any of
the management, activities or policies of such corporation,
partnership, trust, association or other organization or
entity; (ii) the term "Disinterested Director" means a
director (excluding any director who is a Controlling
Person) who was either a member of the Board of Directors of
-9-
<PAGE>
the Corporation prior to the time such Controlling Person
became a Controlling Person or who subsequently became a
director of the Corporation and whose election, or
nomination for election, was approved by the vote of at
least a majority of the Disinterested Directors of the
Corporation voting on such nomination or election; and (iii)
the term "Disinterested Shareholders" means those holders of
the Corporation's capital stock entitled to vote on the
transaction, none of which is a Controlling Person.
(c) The provisions of this Article TENTH shall
not be amended without the affirmative vote of not less than
two-thirds of the voting power of the shares of each class
of the capital stock of the Corporation entitled to vote
thereon; provided, however, that if, at the time of such
vote, there shall be one or more Controlling Persons, either
(i) such affirmative vote shall include the affirmative vote
in favor of such amendment of not less than two-thirds of
the voting power of the shares of each class of the
Corporation's capital stock entitled to vote thereon held by
Disinterested Shareholders, or (ii) such amendment shall
have been approved by at least a majority vote of
Disinterested Directors who at the time constitute at least
a majority of the entire Board of Directors of the
Corporation.
(d) The provisions of this Article TENTH shall be
in addition to any other provisions of the New York Business
Corporation Law or this Certificate of Incorporation or the
-10-
<PAGE>
By-laws of the Corporation, each as amended from time to
time, applicable to the authorization and consummation by
the Corporation of any transaction or amendment contemplated
by this Article TENTH.
ELEVENTH: The Corporation is subject to the
following restrictions:
a. Except as otherwise provided in this Article
ELEVENTH, no purchase by the Corporation from any
Controlling Person (as hereinafter defined) of shares of any
stock of the Corporation owned by such Controlling Person
shall be made at a price exceeding the average price paid by
such Controlling Person for all shares of stock of the
Corporation acquired by such Controlling Person during the
two-year period preceding the date of such proposed purchase
unless such purchase is approved by the affirmative vote of
not less than a majority of the voting power of the shares
of stock of the Corporation entitled to vote held by
Disinterested Shareholders (as hereinafter defined).
b. The provisions of this Article ELEVENTH shall
not apply to (i) any offer to purchase made by the
Corporation which is made on the same terms and conditions
to the holders of all shares of stock of the Corporation,
(ii) any purchase by the Corporation of shares owned by a
Controlling Person occurring after the end of two years
following the date of the last acquisition by such
Controlling Person of stock of the Corporation, (iii) any
transaction which may be deemed to be a purchase by the
-11-
<PAGE>
Corporation of shares of its stock which is made in
accordance with the terms of any stock option or other
employee benefit plan now or hereafter maintained by the
Corporation, or (iv) any purchase by the Corporation of
shares of its stock at prevailing market prices pursuant to
a stock repurchase program.
c. Notwithstanding any other provision to the
contrary, the provisions of this Article ELEVENTH shall not
be amended without the affirmative vote of not less than a
majority of the stock of the Corporation entitled to vote
thereon; provided, however, that if, at the time of the such
vote, there shall be one or more Controlling Persons, such
affirmative vote shall include the affirmative vote in favor
of such amendment of not less than a majority of the voting
power of the shares of stock of the Corporation entitled to
vote thereon held by Disinterested Shareholders.
d. For purposes of this Article ELEVENTH: (i)
the term "Controlling Person" means any individual,
corporation, partnership, trust, association or other
organization or entity (including any group formed for the
purpose of acquiring, voting or holding securities of the
Corporation) which either directly, or indirectly through
one or more intermediaries, owns, beneficially or of record,
or controls by agreement, voting trust or otherwise, at
least 1% of the voting power of the stock of the
Corporation, and such term also includes any corporation,
partnership, trust, association or other organization or
-12-
<PAGE>
entity in which one or more Controlling Persons have the
power, through the ownership of voting securities, by
contract, or otherwise, to influence significantly any of
the management, activities or policies of such corporation,
partnership, trust, association, other organization or
entity and (ii) the term "Disinterested Shareholders" means
those holders of the stock of the Corporation entitled to
vote on any matter, none of which is a Controlling Person.
TWELFTH: No director of the Corporation shall be
personally liable to the Corporation or its shareholders for
damages for any breach of duty as a director unless the
elimination or limitation of liability is expressly
prohibited by the New York Business Corporation Law as
currently in effect or as it may be amended. No amendment,
modification, or repeal of this Article shall adversely
affect any right or protection of any director that exists
at the time of such change.
5. The restatement of, and amendment to, the
Certificate of Incorporation of the Corporation were
authorized in accordance with Sections 807 and 803(a) of the
Business Corporation Law of the State of New York by
resolutions of the Board of Directors of the Corporation
duly adopted on June 20, 1996, and by votes cast, in person
or by proxy, by the holders of a majority of all outstanding
shares entitled to vote thereon at the Annual Meeting of
Shareholders of the Corporation held on October 17, 1996.
-13-
<PAGE>
IN WITNESS WHEREOF, we have executed this Certificate
this 17th day of October, 1996, and we affirm the statements
contained herein as true under penalties of perjury.
/s/ Tony L. White
Tony L. White
Chairman of the Board
/s/ William B. Sawch
William B. Sawch
Secretary
-14-
EXHIBIT 11
THE PERKIN-ELMER CORPORATION
COMPUTATION OF NET INCOME PER SHARE
(unaudited)
(Amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three months ended September 30,
1996 1995
<S> <C> <C>
Weighted average number of common shares 42,967 42,160
Common stock equivalents - stock options 1,190 724
Weighted average number of
common shares used in calculating
primary net income per share 44,157 42,884
Additional dilutive stock options 202 85
Shares used in calculating fully
diluted net income per share 44,359 42,969
Calculation of primary and fully
diluted net income per share:
Net income used in the calculations of
primary and fully diluted net income per share $ 32,378 $ 17,594
Primary net income per share $ 0.73 $ 0.41
Fully diluted net income per share $ 0.73 $ 0.41
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND THE CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AT SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1996
<CASH> 111,533
<SECURITIES> 0
<RECEIVABLES> 256,068
<ALLOWANCES> (6,643)
<INVENTORY> 217,201
<CURRENT-ASSETS> 668,212
<PP&E> 375,873
<DEPRECIATION> (227,876)
<TOTAL-ASSETS> 949,450
<CURRENT-LIABILITIES> 417,910
<BONDS> 0
<COMMON> 45,600
0
0
<OTHER-SE> 280,282
<TOTAL-LIABILITY-AND-EQUITY> 949,450
<SALES> 275,736
<TOTAL-REVENUES> 275,736
<CGS> 141,002
<TOTAL-COSTS> 141,002
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 202
<INTEREST-EXPENSE> 680
<INCOME-PRETAX> 40,141
<INCOME-TAX> (7,763)
<INCOME-CONTINUING> 32,378
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,378
<EPS-PRIMARY> 0.73
<EPS-DILUTED> 0.73
</TABLE>
