<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share(1)............................. 546,116 (2) $41,224,593(2) $12,492
</TABLE>
(1) Includes associated rights (the "Rights") to purchase 1/100 of a share of
the Registrant's Participating Preferred Stock. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are evidenced by
the certificates representing common stock, par value $1.00 per share, of
the Registrant (the "Common Stock") and will be transferred only with such
shares of Common Stock.
(2) The Common Stock registered pursuant to this Registration Statement is
issuable (i) pursuant to five classes of warrants, each of which classes
provide for a different exercise price per share of Common Stock, and (ii)
upon conversion of convertible notes (the "Convertible Notes") of PerSeptive
Biosystems, Inc. ("PerSeptive"), which will become a wholly-owned subsidiary
of the Registrant upon the merger of Seven Acquisition Corp., a wholly-owned
subsidiary of the Registrant, with and into PerSeptive. The proposed maximum
aggregate offering price for (i) the shares issuable pursuant to such
warrants is, pursuant to Rule 457(g), equal to the sum of the product for
each such class of warrants of (A) the exercise price per share of Common
Stock issuable pursuant thereto and (B) the aggregate number of shares of
Common Stock issuable pursuant thereto and (ii) the shares issuable upon
conversion of the Convertible Notes is, pursuant to Rule 457(i), equal to
the aggregate amount of the Convertible Notes.
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 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 Current Report on Form 8-K dated August 23, 1997 and filed on
August 26, 1997; and
3. 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.
2
<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
<PAGE>
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.
6
<PAGE>
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
<PAGE>
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
---------
$ 67,492
---------
---------
</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 (incorporated by reference to
Exhibit 3(i) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 (Commission File No. 1-4389)).
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>
- ------------------------
* To be filed by amendment.
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 securities offered (if the total dollar
value of securities offered would not exceed that which was
II-3
<PAGE>
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 registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Norwalk, State of Connecticut, on November 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 Registration Statement on November 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 (incorporated by reference to Exhibit
3(i) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1996 (Commission File No. 1-4389)).
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.
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>
- ------------------------
* To be filed by amendment
<PAGE>
Exhibit 5
November __, 1997
The Perkin-Elmer Corporation
761 Main Avenue
Norwalk, Connecticut 06859-0001
Ladies and Gentlemen:
We have acted as counsel to The Perkin-Elmer Corporation, a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 of the Company (the "Registration Statement"), being filed on the
date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to shares (the "Shares") of Common Stock,
par value $1.00 per share, of the Company (the "Common Stock") to be issued
by the Company from time to time upon the exercise of Class A Warrants, Class
C Warrants, Class E Warrants, Class F Warrants and Class G Warrants
(collectively, the "Warrants") and upon conversion of 8-1/2% Convertible
Subordinated Notes Due 2001 (the "Convertible Notes"), in each case
originally issued by PerSeptive Biosystems, Inc., a Delaware corporation
("PerSeptive"). PerSeptive, the Company and Seven Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company ("Merger
Sub"), have entered into an
<PAGE>
The Perkin-Elmer Corporation -2- November 5, 1997
Agreement and Plan of Merger, dated as of August 23, 1997 (the "Merger
Agreement"), providing for the merger of Merger Sub with and into PerSeptive
(the "Merger"). Pursuant to the terms of the Warrants, the Warrant Agreements
(as defined below) and the Merger Agreement, upon effectiveness of the
Merger, the Warrants will become exercisable for Common Stock. Pursuant to
the terms of the Convertible Notes, the indenture with respect thereto and
the Merger Agreement, upon effectiveness of the Merger, the Convertible Notes
will become convertible into Common Stock.
We have examined (i) copies of the warrant agreement with respect to
the Class E Warrants, the warrant purchase agreement with respect to the
Class F Warrants and the warrant agreement with respect to the Class G
Warrants (collectively, the "Warrant Agreements"), (ii) specimens of the
Warrants, (iii) specimens of the Convertible Notes, (iv) a copy of the
indenture with respect to the Convertible Notes and a form of supplemental
indenture to be executed by PerSeptive, the Company and the trustee with
respect to the Convertible Notes in connection with the Merger (collectively,
the "Indenture") and (v) the Merger Agreement. In addition, we have examined,
and have relied as to matters of fact upon, originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives
of the Company, and have made such other and further investigations, as we
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as
<PAGE>
The Perkin-Elmer Corporation -3- November 5, 1997
originals, the conformity to original documents of all documents submitted to
us as duplicate or certified or conformed copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized and: (a) upon exercise of any Warrant and payment of the exercise
price, if any, with respect thereto and delivery of Shares in accordance with
the terms of such Warrant and the Warrant Agreement, if any, with respect
thereto, such Shares will be validly issued, fully paid and nonassessable;
and (b) upon conversion of any Convertible Notes and delivery of Shares in
accordance with the terms of such Convertible Notes and the Indenture, such
Shares will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York, the federal law of the United States and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
----------------------------------
SIMPSON THACHER & BARTLETT
<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
November 4, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of The Perkin-Elmer Corporation, a New York corporation (the
"Corporation"), which intends to file with the Securities and Exchange
Commission (the "SEC"), under the Securities Act of 1933, a Registration
Statement, on Form S-3 and/or such other Form or Forms as shall be appropriate,
with such amendments thereto (including post-effective amendments) as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to such Registration Statement, for the registration under such
Act of capital stock of the Corporation issuable pursuant to the exercise of
certain warrants and the conversion of 8-1/2% Convertible Subordinated Notes Due
2001, in each case originally issued by PerSeptive Biosystems, Inc. a Delaware
corporation, ("PerSeptive"), pursuant to the terms of such warrants and the
Agreement and Plan of Merger, dated as of August 23, 1997, among the
Corporation, Seven Acquisition Corp. ("Merger Sub") and PerSeptive, pursuant to
which Merger Sub would be merged with and into PerSeptive, as the same may be
amended, hereby constitutes and appoints TONY L. WHITE, PETER BARRETT and
WILLIAM B. SAWCH, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with full power to act without the others and with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-effective
amendments), as said attorneys or any of them shall deem necessary or
appropriate, together with any and all exhibits and documents necessary or
incidental in connection therewith, with power where appropriate to affix the
corporate seal of the Corporation thereto and to attest such seal, and to file
such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits thereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them severally, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done as he or she might or could do in person, and hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
2
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 5th day of November, 1997.
/s/ Tony L. White
-----------------------------------
Tony L. White
/s/ Dennis L. Winger
-----------------------------------
Dennis L. Winger
/s/ Ugo D. DeBlasi
-----------------------------------
Ugo D. DeBlasi
/s/ Joseph F. Abely, Jr.
-----------------------------------
Joseph F. Abely, Jr.
/s/ Richard H. Ayers
-----------------------------------
Richard H. Ayers
/s/ Jean-Luc Belingard
-----------------------------------
Jean-Luc Belingard
/s/ Robert H. Hayes
-----------------------------------
Robert H. Hayes
/s/ Georges C. St. Laurent, Jr.
-----------------------------------
Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman
-----------------------------------
Carolyn W. Slayman
/s/ Orin R. Smith
-----------------------------------
Orin R. Smith
