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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
JANUARY 22, 1998
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Date of Report (Date of earliest event reported)
THE PERKIN-ELMER CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-4389 06-0490270
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(Commission File Number) (IRS Employer Identification No.)
761 MAIN AVENUE, NORWALK, CONNECTICUT 06859-0001
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Address of principal executive offices) (Zip Code)
(203) 762-1000
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(Registrant's telephone number, including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The merger (the "Merger") of Seven Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of The Perkin-Elmer Corporation
("Perkin-Elmer"), a New York corporation, into PerSeptive Biosystems, Inc., a
Delaware corporation ("PerSeptive"), was consummated on January 22, 1998. As
a result of the Merger, PerSeptive, which is the surviving corporation of the
Merger, became a wholly-owned subsidiary of Perkin-Elmer on that date. Also,
as a result of the Merger, each outstanding share of common stock of
PerSeptive ("PerSeptive Common Stock") was converted into shares of common
stock of Perkin-Elmer ("Perkin-Elmer Common Stock") at an exchange ratio
equal to 0.1926. Each outstanding option and warrant for shares of
PerSeptive Common Stock was converted into options and warrants for the
number of shares of Perkin-Elmer Common Stock that would have been received
if such options and warrants had been exercised immediately prior to the
effective time of the Merger. All shares of Series A Redeemable Convertible
Preferred Stock of PerSeptive outstanding immediately prior to the effective
time of the Merger were converted in accordance with their terms into shares
of PerSeptive Common Stock which were then converted into Perkin-Elmer Common
Stock as a result of the Merger. As a result of the Merger, PerSeptive's
8-1/4% Convertible Notes Due 2001 became convertible into Perkin-Elmer Common
Stock.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Financial statements required by this item will be filed as soon as practicable,
but not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
The following exhibits are filed with this report:
EXHIBIT NUMBER DESCRIPTION
2 Agreement and Plan of Merger, dated as of August
23, 1997, among Perkin-Elmer, Seven Acquisition
Corp. and PerSeptive Biosystems, Inc.
(incorporated by reference to the Current Report
on Form 8-K of Perkin-Elmer, dated August 23,
1997)
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99 Press release of Perkin-Elmer, issued January 22,
1998, regarding the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PERKIN-ELMER CORPORATION
By /s/ William B. Sawch
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Name: William B. Sawch
Title: Senior Vice President,
General Counsel and Secretary
Dated: January 23, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER
2 Agreement and Plan of Merger, dated
as of August 23, 1997, among
Perkin-Elmer, Seven Acquisition
Corp. and PerSeptive Biosystems,
Inc. (incorporated by reference to
the Current Report on Form 8-K of
The Perkin-Elmer Corporation, dated
August 23, 1997)
99 Press release of Perkin-Elmer,
issued January 22, 1998,
regarding the Merger.
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Exhibit 99
Contact: Perkin-Elmer PerSeptive Biosystems
Investors: Charles Poole Noubar B. Afeyan
203-761-5400 508-383-7710
Media:
East Coast: Edward Bloch
203-761-5248
West Coast: Valerie Tucker
415-638-5530
For Immediate Release
PERKIN-ELMER AND PERSEPTIVE BIOSYSTEMS COMPLETE MERGER
Companies to Build Integrated Platform
to Accelerate Discovery in the Rapidly Expanding Pharmaceutical Marketplace
NORWALK, CT and FRAMINGHAM, MA, January 22, 1998 -- Perkin-Elmer (NYSE: PKN)
and PerSeptive Biosystems (NASDAQ: PBIO) announced today that they have
completed the merger of the two companies. As a result of the merger, shares
of PerSeptive were converted into shares of Perkin-Elmer stock at an exchange
ratio of .1926 of a share of Perkin-Elmer common stock for each share of
PerSeptive common stock. This transaction is expected to involve the exchange
of approximately five million shares of Perkin-Elmer common stock and
equivalents for currently outstanding PerSeptive common stock and equivalents.
The companies said they will jointly create the world's first integrated
platform of products that will allow their pharmaceutical customers to
compress the time and reduce the cost of novel drug discovery and development.
With their expertise in genetics and proteins and Perkin-Elmer's recent
investments in informatics, the combined companies will offer a broad set of
products designed to allow the systematic application and integration of
innovative technology that should enable the development of new therapies for
the treatment or prevention of disease.
Tony L. White, chairman, president and chief executive officer of
Perkin-Elmer, said, "This combination of leading edge, proprietary
technologies, along with our global distribution and service system, creates
an opportunity to build a seamlessly linked, continuous discovery system for
drug
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discovery and development that meets the needs of our pharmaceutical customers
to bring new therapies to market more effectively. We are seizing this
opportunity to accelerate the development of automated and integrated high
throughput systems that define the molecular medicine paradigm." These
systems will help scientists obtain a more complete understanding of
biological pathways. As researchers increase their use of genomics to
understand the fundamental basis of human disease at the genetic level, this
information must be complemented with technologies for the study of proteins.
The need for such technologies is expected to accelerate as new drug targets
are discovered through the use of genomics. The large-scale study of proteins
and protein networks, known as "proteomics," is emerging to fulfill the
promise of genomics and increase the knowledge of complex biological systems.
Perkin-Elmer expects to develop new products to improve the integration of
genetic and protein sciences and to accelerate the understanding, treatment,
and prevention of disease. MALDI-TOF (Matrix Assisted Laser Desorption
Ionization Time-of-Flight) mass spectrometry is the most effective approach
to identifying intact proteins, and PerSeptive has a leadership position in
this technology. In addition, PerSeptive has developed advanced products
for the separation and purification of biomolecules in the life science
market. These technologies complement Perkin-Elmer's leading position in
genetic analysis systems as well as its LC/MS (liquid chromatography/mass
spectrometry) and protein sequencing systems, which are used for the
structural analysis of proteins.
Noubar B. Afeyan, chairman and chief executive officer of PerSeptive, said,
"We are very pleased to join with Perkin-Elmer. We are confident that
together we can accelerate the achievement of our shared vision - improving
the process of drug discovery and development that will lead to innovative
therapies and more effective healthcare. PerSeptive and its employees are
proud of the technologies and products they have developed and the role they
have played in the biotechnology revolution. We now look forward to
contributing our strengths to the Perkin-Elmer team and together providing
the best and most advanced integrated products to the life sciences industry."
The Perkin-Elmer Corporation, headquartered in Connecticut, is a leading
supplier of systems for life science research and related applications. The
company develops, manufactures, and markets life science systems and
analytical instruments used in markets such as pharmaceuticals,
biotechnology, environmental testing, food, agriculture, and chemical
manufacturing. Perkin-Elmer had revenues of approximately $1.3 billion in
fiscal year 1997 and employs 5,700 people worldwide. Information about
Perkin-Elmer is available on the World Wide Web at http://www.perkin-elmer.com
or by phoning (800) 762-6923.
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PerSeptive Biosystems develops, manufactures, and markets an integrated line
of proprietary consumable products and advanced instrumentation systems for
the purification, analysis, and synthesis of biomolecules. PerSeptive's
product sales have grown during its first six years of commercial operation
from under $1 million in fiscal 1991 to over $96 million in fiscal 1997. The
company's enabling products are used in the life sciences industry to
significantly reduce the time and cost required for the discovery,
development, and manufacture of novel pharmaceutical products. PerSeptive's
product lines are based on its patented core technologies in the fields of
chromatography, immunoassay, solid-phase synthesis, biological mass
spectrometry, and microfluidic assay devices. Headquartered in Framingham,
Massachusetts, the company employs 550 people worldwide. Information about
PerSeptive is available on the World Wide Web at http://www.pbio.com.
Certain statements in this press release and its attachments are
forward-looking. These may be identified by the use of forward-looking words
or phrases such as "believe," "expect", "anticipate," "should," "planned,"
"estimated," and "potential," among others. These forward-looking statements
are based on Perkin-Elmer's and PerSeptive's current expectations. The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
such forward-looking statements. In order to comply with the terms of the
safe harbor, Perkin-Elmer and PerSeptive note that a variety of factors could
cause Perkin-Elmer's and PerSeptive's actual results and experience to differ
materially from the anticipated results or other expectations expressed in
such forward-looking statements. The risks and uncertainties that may affect
the operations, performance, development, and results of Perkin-Elmer's and
PerSeptive's businesses include (1) complexity and uncertainty regarding the
development of new high-technology products; (2) loss of market share through
competition; (3) introduction of competing products or technologies by other
companies; (4) pricing pressures from competitors and/or customers; (5)
changes in the life science or analytical instrument industries; (6) changes
in the pharmaceutical, environmental, research, or chemical markets; (7)
variable government funding in key geographical regions; (8) the companies'
ability to protect proprietary information and technology or to obtain
necessary licenses on commercially reasonable terms; (9) the loss of key
employees; (10) fluctuations in foreign currency exchange rates; and (11)
other factors that might be described from time to time in Perkin-Elmer's
filings with the Securities and Exchange Commission.
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