<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997
REGISTRATION NO. 333-39549
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
THE PERKIN-ELMER CORPORATION
(Exact name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
NEW YORK 06-0490270
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
------------------------------
761 MAIN AVENUE, NORWALK, CONNECTICUT 06859-0001 (203) 762-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------------
WILLIAM B. SAWCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
761 MAIN AVENUE, NORWALK, CONNECTICUT 06859-0001 (203) 762-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
COPIES TO:
RICHARD A. GARVEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
------------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 5, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SHARES
THE PERKIN-ELMER CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
------------------------
This Prospectus is applicable to (i) the shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of The Perkin-Elmer Corporation (the
"Company") that may be issued upon exercise of the Class A Warrants, Class C
Warrants, Class E Warrants, Class F Warrants and Class G Warrants (collectively,
the "Warrants") originally issued by PerSeptive Biosystems, Inc. ("PerSeptive")
and (ii) the shares of Common Stock that may be issued upon conversion of
the 8 1/2% Convertible Subordinated Notes Due 2001 of PerSeptive (the
"Convertible Notes").
Pursuant to an Agreement and Plan of Merger, dated as of August 23, 1997
(the "Merger Agreement"), between the Company, Seven Acquisition Corp., a
wholly-owned subsidiary of the Company ("Merger Sub"), and PerSeptive, Merger
Sub was merged with and into PerSeptive on , 1997 (the "Merger"), with
PerSeptive continuing as the surviving corporation in the Merger.
Pursuant to the terms of the Warrants, the agreements, if any, pursuant to
which the applicable class of Warrants was issued (collectively, the "Warrant
Agreements"), and the Merger Agreement, upon the effectiveness of the Merger,
each outstanding and unexercised Warrant, which prior to such effectiveness
represented a right to acquire shares of common stock, par value $0.01 per
share, of PerSeptive (the "PerSeptive Common Stock") now entitles the holder of
such Warrant (each, a "Warrant holder") to receive, upon exercise thereof,
shares of Common Stock as more particularly described below under "Plan of
Distribution--Certain Terms of the Warrants."
Pursuant to the terms of the Convertible Notes, the indenture pursuant to
which the Convertible Notes were issued and the Merger Agreement, upon the
effectiveness of the Merger, each Convertible Note has become convertible into
the number of shares of Common Stock receivable in the Merger by a holder of the
number of shares of PerSeptive Common Stock deliverable upon conversion of such
Convertible Note immediately prior to the Merger. See "Plan of
Distribution--Certain Terms of the Convertible Notes."
Assuming the Warrants are exercised in full, the Company will receive
aggregate proceeds in the amount of approximately $13,994,593, before deducting
estimated expenses of approximately $67,492. The Company will not receive any
proceeds from conversion of the Convertible Notes. The Company will pay all
expenses with respect to this offering. See "Use of Proceeds."
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
the Pacific Stock Exchange (the "PSE").
SEE "RISK FACTORS", BEGINNING ON PAGE 3, FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY INVESTORS IN CONNECTION WITH AN INVESTMENT IN THE
COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER DESCRIBED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH IT IS NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the Commission's office at 450 Fifth Street, N.W., Washington, D.C.
20549 and the Commission's regional offices in New York (7 World Trade Center,
New York, New York 10048) and Chicago (Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Recent materials
filed by the Company may be accessed electronically by means of the Commission's
homepage on the Internet at http://www.sec.gov. Certain of the Company's
securities are listed on the NYSE and the PSE, and reports, proxy statements and
other information concerning the Company also may be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005 and of the PSE, 301 Pine
Street, San Francisco, California 94104. As permitted by the Securities Act of
1933, as amended (the "Act"), this Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto that
the Company has filed with respect to the Common Stock offered hereby (the
"Registration Statement"), to which reference is hereby made.
Statements contained in this Prospectus, or in any document incorporated in
this Prospectus by reference, as to the contents of any contract or other
document referred to herein or therein are qualified in all respects by
reference to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document incorporated herein by
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1997;
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997 and filed on November 14, 1997;
3. The Company's Current Report on Form 8-K dated August 23, 1997 and filed on
August 26, 1997; and
4. The descriptions of the Common Stock and the rights to purchase
Participating Preferred Stock, par value $1.00 per share, of the Company,
set forth in the Company's Registration Statements filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the purpose of
updating any such descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus 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 Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than exhibits
specifically incorporated by reference therein). Written requests should be
directed to The Perkin-Elmer Corporation, 761 Main Avenue, Norwalk, Connecticut
06859 (telephone number (203) 762-1000), Attention: Secretary.
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<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS, WHEN
EVALUATING AN INVESTMENT IN THE COMMON STOCK.
DEPENDENCE ON NEW PRODUCTS; RAPID TECHNOLOGICAL CHANGE. The life sciences
and analytical instrumentation markets are characterized by rapid technological
change and frequent new product introductions. The Company's future success will
depend on its ability to enhance its current products and to develop and
introduce, on a timely basis, new products that address the evolving needs of
its customers. There can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of new products or product enhancements. There can be
no assurance that new products that are developed will adequately meet the
requirements of the marketplace and achieve market acceptance. Failure, for
technological or other reasons, to develop and introduce products in a timely
manner in response to changing market environments or customer requirements,
could have a material adverse effect on the Company's business, financial
condition and results of operations.
SUBSTANTIAL COMPETITION. The markets for products of the Company are highly
competitive, and certain of the Company's competitors are larger and have
greater financial and other resources than the Company. The Company expects
substantial competition in the future with respect to existing and planned
products and especially with respect to efforts to develop and introduce
products in new markets. New product announcements, pricing changes, strategic
alliances and other actions by competitors could adversely affect the Company.
There can be no assurance that developments by others will not render the
Company's products or technologies obsolete or non-competitive.
DEPENDENCE ON CUSTOMERS' CAPITAL SPENDING POLICIES. The Company's customers
include pharmaceutical, environmental, research and chemical companies, and the
capital spending policies of these companies can have a significant effect on
the demand for the Company's products. Such policies are based on a wide variety
of factors, including the resources available to make such purchases, the
spending priorities among various types of research equipment and the policies
regarding capital expenditures during recessionary periods. Any decrease in
capital spending by the Company's customers could have a material adverse effect
on its business, financial condition and results of operations.
PATENTS AND PROPRIETARY TECHNOLOGY. The Company's ability to compete may be
affected by its ability to protect proprietary information and technology and to
obtain necessary licenses on commercially reasonable terms. Changes in the
interpretation of copyright or patent law could expand or reduce the extent to
which the Company or its competitors are able to protect their intellectual
property or require changes in the designs of products which could have an
adverse effect on the Company. There can be no assurance that the Company will
not be made a party to litigation regarding intellectual property matters in the
future. The Company has from time to time been notified that it may be
infringing certain patents and other intellectual property rights of others. It
may be necessary or desirable in the future to obtain licenses relating to one
or more products or relating to current or future technologies, and there can be
no assurance that the Company will be able to obtain these licenses or other
rights on commercially reasonable terms. In addition, there can be no assurance
that technology which is licensed to the Company will be protected by the owners
thereof from use by competitors. In addition, the laws of certain foreign
countries do not protect intellectual property rights to the same extent as do
the laws of the United States. There can be no assurance that the Company will
be able to protect its intellectual property successfully.
TRADE SECRETS. The Company also relies on trade secret and copyright law,
employee and third-party nondisclosure agreements and other protective measures
to protect its intellectual property rights pertaining to its products and
technology. There can be no assurance that these agreements and measures will
3
<PAGE>
provide meaningful protection of the Company's trade secrets, know-how, or other
proprietary information in the event of any unauthorized use, misappropriation
or disclosure or that others will not independently develop substantially
equivalent proprietary technologies.
DEPENDENCE OF CUSTOMERS ON GOVERNMENT SPONSORED RESEARCH. A substantial
portion of the Company's sales are to customers at universities or research
laboratories whose funding is dependent upon both the level and timing of
funding from government sources. As a result, the timing and amount of revenues
from these sources may vary significantly due to factors that can be difficult
to forecast. Although research funding has increased during the past several
years, grants have, in the past, been frozen for extended periods or have
otherwise become unavailable to various institutions, sometimes without advance
notice. Furthermore, budgetary pressures, particularly in the United States and
Japan, may result in reduced allocations to government agencies that fund
research and development activities. If government funding necessary to purchase
the Company's products were to become unavailable to researchers for any
extended period of time or if overall research funding were to decrease, the
Company's business, financial condition and results of operations could be
materially adversely affected.
NEED TO ATTRACT AND RETAIN KEY EMPLOYEES. The Company is highly dependent
on the principal members of its management and scientific staff. The loss of the
services of one or more of these key employees could have a material adverse
effect on the Company. The Company believes that its future success will depend
in large part upon its ability to attract and retain highly skilled scientific,
managerial and marketing personnel. Competition for such personnel is intense.
There can be no assurance that the Company will be successful in attracting or
retaining such personnel.
CURRENCY EXCHANGE RISKS; INTERNATIONAL SALES AND OPERATIONS. Approximately
62% of the Company's net revenues during the fiscal year ended June 30, 1997
were derived from sales to customers outside of the United States. The majority
of these sales were consummated in the relevant customer's local currency. As a
result, the Company's reported and anticipated operating results and cash flows
are subject to fluctuations due to material changes in foreign currency exchange
rates that are beyond the Company's control. International sales and operations
may also be adversely affected by the imposition of governmental controls,
export license requirements, restrictions on the export of critical technology,
political and economic instability, trade restrictions, changes in tariffs and
taxes, difficulties in staffing and managing international operations and
general economic conditions.
POTENTIAL DIFFICULTIES IN IMPLEMENTING BUSINESS STRATEGY. The Company's
strategy to integrate and develop the businesses of the Company and PerSeptive
following the Merger involves a number of elements that management may not be
able to implement as expected. For example, the Company may encounter
operational difficulties in the integration of manufacturing or other facilities
of the two companies such that expected cost savings may not be realized. In
addition, technological advances resulting from the integration of technologies
of the Company and PerSeptive may not be achieved as successfully or as rapidly
as currently anticipated, if at all. The consolidation of operations,
technologies and marketing and distribution methods present significant
managerial challenges. There can be no assurance that such actions will be
accomplished as successfully or as rapidly as currently anticipated.
THE COMPANY
GENERAL
The Company is a New York corporation engaged primarily in the development,
manufacturing and marketing on a worldwide basis of life science and analytical
instruments and consumables used in markets such as pharmaceuticals,
biotechnology, environmental testing, food, agriculture and chemical
manufacturing. The Company had revenues of $1.28 billion in fiscal year 1997.
The Company's operations are organized in two industry segments: life
sciences and analytical instruments.
4
<PAGE>
LIFE SCIENCES. In the life sciences, the Company offers a comprehensive
line of life science systems, which includes instruments, analytical software
and chemical reagents for life science research and other applied markets. These
systems are used for the synthesis, amplification, purification, isolation and
analysis of nucleic acids, proteins, and other biological molecules and include
instruments utilizing polymerase chain reaction technology.
ANALYTICAL INSTRUMENTS. In analytical instruments, the Company is one of
the world's largest producers of systems which utilize numerous chemical,
physical and materials analysis techniques to define the characteristics and
composition of a broad range of materials. These systems, used to analyze and
measure the environment, to conduct research in biotechnology, and to assure the
safety and purity of pharmaceuticals and materials of industrial interest, are
used in a wide range of markets for research, development and manufacturing.
The Company's principal executive offices are located at 761 Main Avenue,
Norwalk, Connecticut 06859-0001 and its telephone number is (203) 762-1000.
THE MERGER
Pursuant to the Merger Agreement, on , 1997, Merger Sub was merged
with and into PerSeptive, and each outstanding share of PerSeptive Common Stock
was converted into of a share of Common Stock. As a result of the Merger,
PerSeptive became a wholly-owned subsidiary of the Company. The Merger is being
treated as a "pooling of interests" for accounting and financial reporting
purposes.
USE OF PROCEEDS
Assuming the Warrants are exercised in full, the Company will receive
aggregate proceeds in the amount of approximately $13,994,593, before deducting
estimated expenses of approximately $67,492. Any proceeds to the Company from
the issuance of any shares of Common Stock upon exercise of the Warrants will be
used by the Company for general corporate purposes. The Company will not receive
any proceeds from the conversion of Convertible Notes.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby are issuable upon exercise of the
Warrants or upon conversion of the Convertible Notes. Set forth below is a
summary of certain terms of the Warrants and Convertible Notes relevant to such
exercise or conversion.
CERTAIN TERMS OF THE WARRANTS
THE FOLLOWING DESCRIPTION OF CERTAIN TERMS OF THE WARRANTS GIVES EFFECT TO
THE MERGER. SUCH DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE TERMS OF THE WARRANTS AND THE RELATED WARRANT
AGREEMENTS, COPIES OF WHICH ARE EXHIBITS TO THE REGISTRATION STATEMENT.
GENERAL. Each class of Warrants was issued by PerSeptive prior to the date
of the Merger. Prior to the Merger, the Warrants of each class represented the
right, exercisable during the exercise period specified with respect to such
class of Warrants, to purchase shares of PerSeptive Common Stock. Upon the
effectiveness of the Merger, the Warrants became exercisable for shares of
Common Stock pursuant to the terms of the Warrants, the Warrant Agreements and
the Merger Agreement.
EXERCISE. Each class of Warrants provides that Warrants of such class may
be exercised in whole or in part (provided that the Class A Warrants and Class C
Warrants may be exercised in part only in increments of 100 shares) at any time
or from time to time during the exercise period with respect thereto. The
exercise may be effected by the presentation and surrender of the Warrants at,
in the case of the Class A
5
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Warrants, the Class C Warrants and the Class F Warrants, the principal executive
offices of the Company, and in the case of the Class E Warrants and the Class G
Warrants, the office designated for such purpose by the warrant agent with
respect thereto, in each case with the purchase or exercise form attached to
such Warrant duly executed and accompanied by cash or a certified or official
bank check in the amount of the exercise price per share multiplied by the
number of shares specified in such form. If any Warrant shall be exercised in
part only, the Company shall, upon surrender thereof, execute and deliver a new
Warrant evidencing the rights of the holder to purchase the balance of the
shares of Common Stock purchasable thereunder.
The terms of the Class C Warrants and the Class F Warrants Warrants provide
that the Warrant holders may convert such Warrants, without paying an exercise
price, into the number of shares of Common Stock equal to (a) the difference
between the fair market value of Common Stock for which such Warrants are
exercisable and the exercise price of such Warrants multiplied by the number of
Warrants to be converted, divided by (b) the fair market value of the Common
Stock for which such Warrants are exercisable.
ADJUSTMENT OF WARRANTS. Pursuant to the terms of each class of Warrants,
the related Warrant Agreements and the Merger Agreement, as of the effectiveness
of the Merger, each outstanding and unexercised Warrant, which prior to such
effectiveness represented a right to acquire shares of PerSeptive Common Stock,
now entitles the Warrant holder to receive, upon exercise of such Warrant, such
number of shares of Common Stock receivable in the Merger by a holder of the
number of shares of PerSeptive Common Stock that such Warrant holder would have
been entitled to receive upon exercise of such Warrant had such Warrant holder
exercised such Warrant in full immediately prior to the effectiveness of the
Merger.
The respective exercise prices and the numbers of shares issuable upon
exercise of each class of Warrants are subject to further adjustment upon the
occurrence of stock dividends, splits, combinations and certain other events
affecting the Common Stock.
EXERCISE PRICES; EXPIRATION OF WARRANTS. The following table sets forth
with respect to each class of Warrants: (i) the exercise price per share of
PerSeptive Common Stock in effect prior to the Merger, (ii) the aggregate number
of shares of PerSeptive Common Stock into which all Warrants of such class were
exercisable prior to the Merger, (iii) the adjusted exercise price per share of
Common Stock which became effective as a result of the Merger, (iv) the
aggregate number of shares of Common Stock into which all Warrants of such class
became exercisable as a result of the Merger and (v) the expiration date with
respect to such class of Warrants.
<TABLE>
<CAPTION>
EXERCISE TOTAL SHARES TOTAL SHARES
PRICE PER OF PERSEPTIVE ADJUSTED OF COMMON
SHARE OF COMMON STOCK EXERCISE PRICE STOCK ISSUABLE
PERSEPTIVE ISSUABLE PER SHARE OF FOLLOWING THE
CLASS OF WARRANTS COMMON STOCK BEFORE MERGER COMMON STOCK MERGER EXPIRATION DATE
- -------------------------- ------------- -------------- -------------- -------------- ----------------------
<S> <C> <C> <C> <C> <C>
Class A Warrants.......... $ 20.00 401,100 December 23, 1997
Class C Warrants.......... 7.31 40,000 March 15, 1999
Class E Warrants.......... 33.00 41,875 December 31, 1998
Class F Warrants.......... 7.62 100,000 October 1, 2002
Class G Warrants.......... 12.66 279,330 September 11, 2003
</TABLE>
NO RIGHTS AS STOCKHOLDERS. The Warrants do not entitle the Warrant holders
to any voting rights or other rights as stockholders of the Company.
WARRANT AGENT. American Stock Transfer and Trust Company is warrant agent
with respect to the Class E Warrants and the Class G Warrants.
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CERTAIN TERMS OF THE CONVERTIBLE NOTES
THE FOLLOWING DESCRIPTION OF CERTAIN TERMS OF THE CONVERTIBLE NOTES GIVES
EFFECT TO THE MERGER. SUCH DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TERMS OF THE CONVERTIBLE NOTES AND
THE RELATED INDENTURE, COPIES OF WHICH ARE EXHIBITS TO THE REGISTRATION
STATEMENT.
GENERAL. The Convertible Notes were issued by PerSeptive prior to the date
of the Merger pursuant to an Indenture, dated as of August 26, 1994, between
PerSeptive and State Street Bank and Trust Company, as trustee (the "Trustee").
Prior to the Merger, the Convertible Notes were convertible at the option of the
holders thereof into shares of PerSeptive Common Stock. Upon the effectiveness
of the Merger, the Convertible Notes became convertible into shares of Common
Stock pursuant to the terms of the Convertible Notes, the Indenture and the
Merger Agreement. In connection with the Merger, PerSeptive, the Company and the
Trustee entered into a supplemental indenture pursuant to which the Company
became jointly and severally liable with respect to payment obligations under
the Convertible Notes and agreed to assume the obligation to issue shares of
Common Stock upon conversion of the Convertible Notes.
CONVERSION. The Indenture provides that in order to convert a Convertible
Note, the holder must (i) complete and sign the conversion notice on the back of
such Convertible Note, (ii) surrender such Convertible Note to the Trustee, in
its capacity as conversion agent, (iii) furnish appropriate endorsements and
transfer documents and (iv) pay any transfer taxes that may be required to be
paid pursuant to the Indenture in connection therewith.
ADJUSTMENT OF CONVERSION TERMS. Pursuant to the terms of the Convertible
Notes, the Indenture and the Merger Agreement, as of the effectiveness of the
Merger, each outstanding Convertible Note, which prior to such effectiveness was
convertible into shares of PerSeptive Common Stock, now entitles the holder
thereof to receive, upon conversion, the number of shares of Common Stock
receivable in the Merger by a holder of the number of shares of PerSeptive
Common Stock deliverable upon conversion of such Convertible Note immediately
prior to the Merger.
The conversion price of the Convertible Notes prior to the Merger was
$13.80. As a result of the Merger, the conversion price of the Convertible Notes
is currently .
The conversion price of the Convertible Notes is subject to further
adjustment upon the occurrence of stock dividends, splits, combinations and
certain other events affecting the Common Stock.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The financial statements of the Company incorporated into this Prospectus by
reference to its Annual Report on Form 10-K for the fiscal year ending June 30,
1997 have been audited by Price Waterhouse LLP, independent accountants for the
Company, and have been so incorporated in reliance on the report of Price
Waterhouse LLP set forth therein, given on the authority of such firm as experts
in accounting and auditing.
7
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 12,492
Legal fees and expenses............................................ 20,000
Accounting fees and expenses....................................... 5,000
Blue Sky fees and expenses......................................... 15,000
Printing and engraving............................................. 10,000
Miscellaneous...................................................... 5,000
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$ 67,492
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</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee are estimated. All of the above expenses will be paid by the
Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New York Business Corporation Law (the "NYBCL") authorizes a New York
corporation to indemnify any person who is, or is threatened to be made, a party
in any civil or criminal proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
entity, against judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and necessarily incurred by such
person as a result of such action or proceeding or any appeal therein. With
respect to actions by or in the right of the corporation, the NYBCL authorizes
indemnification of such person against reasonable expenses including attorneys'
fees and amounts paid in settlement. To be entitled to indemnification, a person
must have acted in good faith, for a purpose which he reasonably believed to be
in, or in the case of service for another organization, not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, in addition, had no reasonable cause to believe his conduct was
unlawful. Court approval is required as a prerequisite to indemnification of
expenses in respect of any claim as to which a person has been adjudged liable
to the corporation.
The NYBCL requires indemnification against expenses actually and reasonably
incurred by any director, officer, employee or agent in connection with a
proceeding against such person for action in such capacity to the extent that
the person has been successful on the merits or otherwise. Advancement of
expenses (i.e., payment prior to a determination on the merits) is permitted,
but not required, by the NYBCL, which further requires that any director or
officer must undertake to repay such expenses if it is ultimately determined
that he is not entitled to indemnification. The disinterested members of the
board of directors (or independent legal counsel or the stockholders) must
determine, in each instance where indemnification is not required by the NYBCL,
that such director, officer, employee or agent is entitled to indemnification.
The NYBCL provides that the indemnification provided by statute is not
exclusive.
The By-laws of the Company provide that, except to the extent expressly
prohibited by the NYBCL, the Company shall indemnify each person made or
threatened to be made a party to, or called as a witness or asked to submit
information in, any action or proceeding by reason of the fact that such person
or such person's testator or intestate is or was a director or officer of the
Company, or serves or served at the request of the Company any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein, provided that
no such indemnification shall be made if a judgment or other final adjudication
adverse to such person establishes that his or her acts were committed in bad
faith or were the
II-1
<PAGE>
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled, and
provided further that no such indemnification shall be required with respect to
any settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the Company has given its prior consent to such
settlement or other disposition. Reference to an action or proceeding in these
By-Laws includes, without limitation, any pending or threatened action,
proceeding, hearing or investigation, whether civil or criminal, whether
judicial, administrative or legislative in nature and whether or not in the
nature of a direct or a stockholders' derivative action brought by or on behalf
of the Company or any other corporation or enterprise which the director or
officer of the corporation serves at the Company's request.
The By-Laws of the Company provide that the Company shall advance or
promptly reimburse upon request any person entitled to indemnification hereunder
for all expenses, including attorney's fees, reasonably incurred in defending
any action or proceeding in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such person to repay such amount if
such person is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or reimbursed
exceed the amount to which such person is entitled, provided, however, that such
person shall cooperate in good faith with any request by the Company that common
counsel be utilized by the parties to an action or proceeding who are similarly
situated unless to do so would be inappropriate due to actual or potential
differing interests between or among such parties. The Company shall also
promptly pay or reimburse such person for all expenses, including fees and
expenses of counsel, reasonably incurred by such person in successfully
enforcing his or her rights pursuant to the By-Law provisions described above.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
2 Agreement and Plan of Merger, dated as of August 23, 1997, among the Company, Merger
Sub and PerSeptive (incorporated by reference to Exhibit 2 to the Company's Current
Report on Form 8-K, dated August 23, 1997 and filed August 26, 1997 (Commission File
No. 1-4389)).
*4.1 Restated Certificate of Incorporation of the Company.
4.2 Amended and Restated By-Laws of the Company, as amended (incorporated by reference
to Exhibit 3(ii) of the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993 (Commission File No. 1-4389)).
4.3 Shareholder Protection Rights Agreement, dated as of April 30, 1989, between the
Company and The First National Bank of Boston (incorporated by reference to Exhibit
4 to the Company's Current Report on Form 8-K dated April 20, 1989 (Commission File
No. 1-4389)).
4.4 Form of Class A Warrant (incorporated by reference to Exhibit 4.1 to PerSeptive's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1993
(Commission File No. 0-20032)).
4.5 Form of Class C Warrant (incorporated by reference to Exhibit 4.3 to PerSeptive's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1993
(Commission File No. 0-20032)).
4.6 Form of Class E Warrant (incorporated by reference to Exhibit 4.3 to PerSeptive's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994
(Commission File No. 0-20032)).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.7 Warrant Agreement, dated as of December 29, 1993, between PerSeptive and American
Stock Transfer and Trust Company, as warrant agent, with respect to the Class E
Warrants (incorporated by reference to Exhibit 4.2 to PerSeptive's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1994 (Commission File No.
0-20032)).
4.8 Form of Class F Warrant (incorporated by reference to Exhibit 4.2 to PerSeptive's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995
(Commission File No. 0-20032)).
4.9 Warrant Purchase Agreement, dated as of March 31, 1995, between PerSeptive and
Hambrecht & Quist Guaranty Finance, L.P., relating to the Class F Warrants
(incorporated by reference to Exhibit 4.2 to PerSeptive's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1995 (Commission File No. 0-20032)).
4.10 Form of Class G Warrant (incorporated by reference to Exhibit 4.2 to PerSeptive's
Current Report on Form 8-K dated September 11, 1995 (Commission File No. 0-20032)).
4.11 Warrant Agreement, dated as of September 11, 1995, between PerSeptive and American
Stock Transfer and Trust Company, as warrant agent, with respect to the Class G
Warrants (incorporated by reference to Exhibit 4.1 to PerSeptive's Current Report on
Form 8-K dated September 11, 1995 (Commission File No. 0-20032)).
4.12 Specimen 8- 1/4% Convertible Subordinated Note Due 2001 (incorporated by reference
to Exhibit 2.0 to PerSeptive's Registration Statement on Form 8-A, filed on December
14, 1995 (Commission File No. 0-20032)).
4.13 Indenture, dated as of August 26, 1994, between PerSeptive and State Street Bank and
Trust Company, as Trustee (incorporated by reference to Exhibit 4.9 to PerSeptive's
Annual Report on Form 10-K for the year ended September 30, 1994 (Commission File
No. 0-20032)).
*4.14 Form of Supplemental Indenture among the Company, PerSeptive and State Street Bank
and Trust Company, as Trustee.
**5 Opinion of Simpson Thacher & Bartlett.
*23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Simpson Thacher & Bartlett (contained in exhibit 5).
**24 Powers of Attorney.
</TABLE>
- ------------------------
* Filed herewith.
** Filed previously.
ITEM 17. 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;
(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 the volume of
II-3
<PAGE>
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 Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated 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.
(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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 director, 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.
II-4
<PAGE>
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 the
requirements for filing Form S-3 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norwalk, State of Connecticut, on December 5,
1997.
THE PERKIN-ELMER CORPORATION
BY /S/ WILLIAM B. SAWCH
-----------------------------------------
William B. Sawch
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board of
* Directors, President and
- ------------------------------ Chief Executive Officer
Tony L. White (principal executive
officer)
Senior Vice President,
* Chief Financial Officer
- ------------------------------ and Treasurer (principal
Dennis L. Winger financial officer)
* Corporate Controller
- ------------------------------ (principal accounting
Ugo D. Deblasi officer)
* Director
- ------------------------------
Joseph F. Abely, Jr.
* Director
- ------------------------------
Richard H. Ayers
* Director
- ------------------------------
Jean-Luc Belingard
* Director
- ------------------------------
Robert H. Hayes
* Director
- ------------------------------
Georges C. St. Laurent, Jr.
* Director
- ------------------------------
Carolyn W. Slayman
* Director
- ------------------------------
Orin R. Smith
- ------------------------
* William B. Sawch hereby signs this Amendment No. 1 to the Registration
Statement on December 5, 1997 on behalf of each of the above-named Directors
and Officers of the Registrant above whose typed names asterisks appear,
pursuant to powers of attorney duly executed by such Directors and Officers
and filed with the Securities and Exchange Commission as exhibits to this
Registration Statement.
/s/ WILLIAM B. SAWCH
-----------------------------------------
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- --------- --------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
2 Agreement and Plan of Merger, dated as of August 23, 1997, among the Company, Merger Sub and
PerSeptive (incorporated by reference to Exhibit 2 to the Company's Current Report on Form
8-K, dated August 23, 1997 and filed August 26, 1997 (Commission File No. 1-4389)).
*4.1 Restated Certificate of Incorporation of the Company.
4.2 Amended and Restated By-Laws of the Company, as amended (incorporated by reference to Exhibit
3(ii) of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1993
(Commission File No. 1-4389)).
4.3 Shareholder Protection Rights Agreement, dated as of April 30, 1989, between the Company and
The First National Bank of Boston (incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated April 20, 1989 (Commission File No. 1-4389)).
4.4 Form of Class A Warrant (incorporated by reference to Exhibit 4.1 to PerSeptive's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1993 (Commission File No.
0-20032)).
4.5 Form of Class C Warrant (incorporated by reference to Exhibit 4.3 to PerSeptive's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1993 (Commission File No.
0-20032)).
4.6 Form of Class E. Warrant (incorporated by reference to Exhibit 4.3 to PerSeptive's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (Commission File No.
0-20032)).
4.7 Form of Warrant Agreement, dated as of December 29, 1993, between PerSeptive and American
Stock Transfer and Trust Company, as warrant agent, with respect to the Class E Warrants
(incorporated by reference to Exhibit 4.2 to PerSeptive's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1994 (Commission File No. 0-20032)).
4.8 Form of Class F Warrant (incorporated by reference to Exhibit 4.2 to PerSeptive's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (Commission File No.
0-20032)).
4.9 Warrant Purchase Agreement, dated as of March 31, 1995, between PerSeptive and Hambrecht &
Quist Guaranty Finance, L.P., relating to the Class F Warrants (incorporated by reference to
Exhibit 4.2 to PerSeptive's Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1995 (Commission File No. 0-20032)).
4.10 Form of Class G Warrant (incorporated by reference to Exhibit 4.2 to PerSeptive's Current
Report on Form 8-K dated September 11, 1995 (Commission File No. 0-20032)).
4.11 Warrant Agreement, dated as of September 11, 1995, between PerSeptive and American Stock
Transfer and Trust Company, as warrant agent, with respect to the Class G Warrants
(incorporated by reference to Exhibit 4.1 to PerSeptive's Current Report on Form 8-K dated
September 11, 1995 (Commission File No. 0-20032)).
4.12 Specimen 8- 1/4% Convertible Subordinated Note Due 2001 (incorporated by reference to Exhibit
2.0 to PerSeptive's Registration Statement on Form 8-A, filed on December 14, 1995
(Commission File No. 0-20032)).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- --------- --------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
4.13 Indenture, dated as of August 26, 1994, between PerSeptive and State Street Bank and Trust
Company, as Trustee (incorporated by reference to Exhibit 4.9 to PerSeptive's Annual Report
on Form 10-K for the year ended September 30, 1994 (Commission File No. 0-20032)).
*4.14 Form of Supplemental Indenture among the Company, PerSeptive and State Street Bank and Trust
Company, as Trustee.
**5 Opinion of Simpson Thacher & Bartlett.
*23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Simpson Thacher & Bartlett (contained in exhibit 5).
**24 Powers of Attorney.
</TABLE>
- ------------------------
* Filed herewith
** Filed previously
<PAGE>
Exhibit 4.1
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; namely, to amend
Article THIRD thereof to increase the total number of shares of Common Stock,
par value $1.00 per share, which the Corporation is authorized to issue from
ninety million (90,000,000) to one hundred and eighty million (180,000,000).
4. To effect the foregoing amendment and to integrate such amendment
into a Restated Certificate of Incorporation of the Corporation, the text of
the
<PAGE>
Certificate of Incorporation of the Corporation is hereby restated to read in
its entirety as follows:
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.
-2-
<PAGE>
(b) To undertake, conduct, assign, promote and engage in research,
exploration, laboratory design and developmental work or studies for its own
account, as a 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.
-3-
<PAGE>
(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
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,
-4-
<PAGE>
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
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.
-5-
<PAGE>
THIRD: The total number of shares which may be issued by the Corporation
is one hundred and eighty million (180,000,000) 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) 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;
-6-
<PAGE>
(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, 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.
-7-
<PAGE>
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.
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
-8-
<PAGE>
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 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
-9-
<PAGE>
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 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
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<PAGE>
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 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,
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<PAGE>
(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 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
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<PAGE>
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 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
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<PAGE>
resolutions of the Board of Directors of the Corporation duly adopted on June
19, 1997, 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 16, 1997.
IN WITNESS WHEREOF, we have executed this Certificate this 16th day of
October, 1997, and we affirm the statements contained herein as true under
penalties of perjury.
-------------------------------
Tony L. White
Chairman, President and
Chief Executive Officer
-------------------------------
William B. Sawch
Secretary
29A-INC-CERT
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<PAGE>
Exhibit 4.14
PERSEPTIVE BIOSYSTEMS, INC.,
THE PERKIN-ELMER CORPORATION
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of December __, 1997
to
INDENTURE
Dated as of August 26, 1994
------------------------------------------
8-1/4% Convertible Subordinated Debentures Due 2001
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of December __, 1997 (this
"Supplemental Indenture"), among PERSEPTIVE BIOSYSTEMS, INC., a Delaware
Corporation ("PerSeptive"), THE PERKIN-ELMER CORPORATION, a New York
corporation ("Perkin-Elmer"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee (the "Trustee"). Capitalized
terms used herein without definition shall have the respective meanings
ascribed to such terms in the Indenture.
WHEREAS, PerSeptive and the Trustee have entered into an Indenture,
dated as of August 26, 1994 (the "Indenture"), providing for the issuance of
8-1/4% Convertible Subordinated Debentures Due 2001 (the "Securities");
WHEREAS, PerSeptive, Seven Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Perkin-Elmer ("Sub"), and
Perkin-Elmer have entered into an Agreement and Plan of Merger, dated as of
August 23, 1997 (the "Merger Agreement"), pursuant to which Sub will merge
with and into PerSeptive (the "Merger"), PerSeptive will become a
wholly-owned subsidiary of Perkin-Elmer and each share of common stock, par
value $.01 per share, of PerSeptive ("PerSeptive Common Stock"), issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time of the Merger") will be converted into the right to receive
____ of a fully paid and nonassessable share of common stock, $1.00 par value
per share, of Perkin-Elmer ("Perkin-Elmer Common Stock") in accordance with
the terms of the Merger Agreement;
WHEREAS, Section 4.12 of the Indenture requires PerSeptive and
Perkin-Elmer to execute and deliver this supplemental indenture in connection
with the Merger;
WHEREAS, Section 11.1 of the Indenture authorizes PerSeptive and
the Trustee to enter into a supplemental indenture without the consent of any
Holders to make any change in the Indenture that does not materially
adversely effect the rights of any holder of the Securities (a
"Securityholder");
WHEREAS, PerSeptive and Perkin-Elmer desire to execute this
supplemental indenture in connection with the Merger in accordance with the
foregoing provisions of the Indenture;
WHEREAS, PerSeptive has furnished the Trustee with (i) an
Officers' Certificate stating that the number of shares of Perkin-Elmer
Common Stock receivable by holders of the Securities upon conversion of such
Securities after the Merger, that all conditions precedent to the Merger and
to the execution and delivery of this Supplemental Indenture have been
complied with, (ii) an Opinion of Counsel stating that all conditions
precedent provided for in the Indenture relating to this Supplemental
Indenture have been complied with, and (iii) a Board Resolution of PerSeptive
authorizing the execution of this Supplemental Indenture; and
<PAGE>
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement of the Indenture have been satisfied.
NOW, THEREFORE, each party hereto, for the benefit of the other
party hereto and the equal and proportionate benefit of the Holders, is
executing and delivering this Supplemental Indenture and hereby agrees as
follows:
ARTICLE ONE
ASSUMPTION OF OBLIGATIONS
SECTION 1. Perkin-Elmer hereby assumes as a joint and several
obligor with PerSeptive, from and after the Effective Time of the Merger, the
due and punctual payment of the principal amount at maturity, sinking fund
payments, Redemption Price, Repurchase Price and interest on all the
Securities as provided in Section 6.1 of the Indenture.
SECTION 2. Perkin-Elmer and PerSeptive, from and after the
Effective Time of the Merger, by virtue of the assumption by Perkin-Elmer, as
set forth in Section 1 of this Article One, and the delivery of this
Supplemental Indenture, shall be joint and several obligors under the
Indenture with respect to the obligations to make payment of the principal
(and premium, if any) and interest on all the Securities.
ARTICLE TWO
DEFINITIONS AND OTHER GENERAL PROVISIONS
SECTION 1. The definition of the term "Common Stock" in Section
1.1 of the Indenture is hereby amended to read in its entirety as follows:
"Common Stock" means any stock of any class of Perkin-Elmer (or,
if the context requires, another Person) which has no preference in respect
of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of Perkin-Elmer and
which is not subject to redemption by Perkin-Elmer. Subject to the
provisions of Section 4.12, however, shares issuable on conversion of
Securities shall include only shares of Common Stock, par value $1.00
(which is the class designated as Common Stock of Perkin-Elmer at the
Effective Time of the Merger) of Perkin-Elmer or shares of any class or
classes resulting from any reclassification or reclassifications thereof
and which have no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of Perkin-Elmer and which are not subject to redemption by
Perkin-Elmer; PROVIDED that if at any time there shall be
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<PAGE>
more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion to which the total number
of shares of such class resulting from all such reclassifications bears to
the total number of shares of all such classes resulting from all such
reclassifications.
SECTION 2. The following terms shall be added to Section 1.1 of the
Indenture in their respective appropriate alphabetical places:
"Effective Time of the Merger" has the meaning ascribed to it in
the Agreement and Plan of Merger, dated as of August 23, 1997, by and among
the Company, Perkin-Elmer and Seven Acquisition Corp., a Delaware
corporation and a
wholly-owned subsidiary of Perkin-Elmer. The Effective Time of the Merger
shall be certified to the Trustee by Perkin-Elmer in an Officers'
Certificate.
"Perkin-Elmer" means Perkin-Elmer Communications, Inc., a New
York corporation, and shall include its
successors and assigns.
SECTION 3. The form on the reverse side of Security attached as
Exhibit A to the Indenture is hereby amended by:
(a) Deleting the reference to "Common Stock of the Company" in
paragraph 8 thereof and inserting in lieu thereof the words "Common Stock";
(b) Deleting the reference to "$13.80" in paragraph thereof and
inserting in lieu thereof the figure "$______"; and
(c) The Conversion Notice attached thereto is hereby amended by
deleting the phrase "Common Stock of the Company" and inserting in lieu thereof
the words "Common Stock".
ARTICLE THREE
CONVERSION OF SECURITIES
SECTION 1. As a result of the Merger, without any action on the
part of any Holders and in accordance with the provisions of Section 4.12 of
the Indenture, on and after the Effective Time of the Merger and during the
period such Security shall be convertible as specified in Section 4.1 of the
Indenture, each $1,000 principal amount of Securities (or an integral
multiple thereof) shall be convertible into fully paid and non-assessable
shares (calculated as to each conversion to the nearest one one-hundredth of
a share) of Common Stock, in accordance with the provisions of Article 4 of
the Indenture, at an initial conversion price per share of $_______, such
conversion price being subject to subsequent adjustment after the
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<PAGE>
Effective Time of the Merger in accordance with the provisions of Article 4
of the Indenture.
SECTION 2. Section 4.1 of the Indenture is hereby amended by
deleting each reference to "The Company" in the first paragraph thereof and
inserting in lieu thereof "Perking-Elmer".
SECTION 3. Section 4.2 of the Indenture is hereby amended by:
(a) Deleting the words "the Company shall deliver" in the last
sentence of the first paragraph thereof and inserting in lieu thereof the
words "Perkin-Elmer shall deliver";
(b) Deleting the references to "the Company" in the second and fifth
paragraphs thereof and inserting in lieu thereof "Perkin-Elmer".
SECTION 4. Sections 4.3 through 4.14 of the Indenture are hereby
amended by deleting all references therein to "the Company" and inserting in
lieu thereof "Perkin-Elmer".
ARTICLE FOUR
MISCELLANEOUS
SECTION 1. As amended by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed, and as so supplemented
by this Supplemental Indenture shall be read, taken and construed as one and
the same instrument.
SECTION 2. The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of facts herein, all of which
are made by PerSeptive and Perkin-Elmer, and the Trustee shall not be
responsible or accountable in any manner whatsoever for or with respect to
the validity, execution or sufficiency of this Supplemental Indenture.
SECTION 3. This Supplemental Indenture shall become a legally
effective and binding instrument upon the later of (i) execution and delivery
hereof by all parties hereto and (ii) the Effective Time of the Merger.
SECTION 4. This Supplemental Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts,
each of which so executed shall be deemed an original, but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 5. The laws of the Commonwealth of Massachusetts shall
govern this Supplemental Indenture without regard to principles of conflicts
of law.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
PERSEPTIVE BIOSYSTEMS, INC.
By:
-----------------------------
Name:
Title:
Attest:
By:
------------------------
Name:
Title:
THE PERKIN-ELMER CORPORATION
By:
-----------------------------
Name:
Title:
Attest:
By:
------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
-----------------------------
Name:
Title:
Attest:
By:
-------------------------
Name:
Title:
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<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did
depose and say that he is ___________________________________ of PerSeptive
Biosystems, Inc., a Delaware corporation, one of the parties described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[Notary Seal] -------------------------------
Notary Public
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did
depose and say that he is ___________________________________ of PerSeptive
Biosystems, Inc., a Delaware corporation, one of the parties described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[Notary Seal] --------------------------------
Notary Public
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<PAGE>
STATE OF CONNECTICUT )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did depose
and say that he is ___________________________________ of The Perkin-Elmer
Corporation, a New York corporation, one of the parties described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
[Notary Seal] -----------------------------
Notary Public
STATE OF CONNECTICUT )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did depose
and say that he is ___________________________________ of The Perkin-Elmer
Corporation, a New York corporation, one of the parties described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
[Notary Seal] -----------------------------
Notary Public
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<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did depose
and say that he is ___________________________________ of State Street Bank and
Trust Company, a Massachusetts banking corporation, one of the parties described
in and which executed the foregoing instrument; that he knows the seal of said
party; that the seal affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said party, and that he signed
his name thereto by like authority.
[Notary Seal] -----------------------------
Notary Public
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF )
On the _____ day of _________, 1996, before me personally came
__________________________, to me known, who, being by me duly sworn, did depose
and say that he is ___________________________________ of State Street Bank and
Trust Company, a Massachusetts banking corporation, one of the parties described
in and which executed the foregoing instrument; that he knows the seal of said
party; that the seal affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said party, and that he signed
his name thereto by like authority.
[Notary Seal] -----------------------------
Notary Public
-8-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of The
Perkin-Elmer Corporation of our report dated July 23, 1997, which appears on
page 62 of the 1997 Annual Report to Shareholders of The Perkin-Elmer
Corporation, which is incorporated by reference in its Annual Report on Form
10-K for the year ended June 30, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 20 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Stamford, CT
December 4, 1997
