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
September 23, 1998
Date of Report (Date of earliest event reported)
THE PERKIN-ELMER CORPORATION
(Exact Name of Registrant as Specified In Charter)
New York 1-4389 06-0490270
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
761 Main Avenue
Norwalk, Connecticut 06859-0001
(Address of Principal Executive Offices, Including Zip Code)
(203) 762-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On September 23, 1998, The Perkin-Elmer Corporation
(the "Corporation") issued a press release in which it
announced that, subject to shareholder and final approval of
the Corporation's Board of Directors, it plans to distribute
a new class of common stock intended to track the separate
performance of the Corporation's newly created Celera
Genomics business unit which is focused on the discovery and
distribution of genomic information. The Corporation's
common stock would continue to reflect the performance of
the Corporation's existing business, which is primarily
focused on the supply of products and services to life
science research and related applications. The plan will be
implemented through a tax-free stock distribution that
allows current shareholders to continue holding the same
level of economic interest in the Corporation.
Subject to Board approval, the Corporation is preparing
to file a preliminary proxy statement with the U.S.
Securities and Exchange Commission. Shareholders would be
asked to approve the plan at a special meeting planned for
early 1999. If the plan is approved, the new stock would
begin trading shortly thereafter.
A copy of the Corporation's press release is attached
hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
The following exhibit is filed with this report.
Exhibit No. Description
99.1 Press Release dated September
23, 1998.
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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
William B. Sawch
Senior Vice President,
General Counsel
and Secretary
Dated: September 24, 1998
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PERKIN ELMER NEWS RELEASE
Contacts: Investors:
Edward Bloch
(203) 761-5248
Media:
Merle Spiegel
(203) 761-5292
For Immediate Release
PERKIN-ELMER ANNOUNCES PROPOSED DISTRIBUTION
OF CELERA GENOMICS TARGETED STOCK
NORWALK, CT, September 23, 1998 - The Perkin-Elmer Corporation
(NYSE:PKN) announced today that, subject to shareholder and final
Board approval, it plans to distribute a new class of common stock
intended to track the separate performance of the Company's newly
created Celera Genomics business unit which is focused on the
discovery and distribution of genomic information. Perkin-Elmer's
common stock would continue to reflect the performance of the
Company's existing business, which is primarily focused on the supply
of products and services to life science research and related
applications. The plan will be implemented through a tax-free stock
distribution that allows current shareholders to continue holding the
same level of economic interest in the Company.
"This plan reaffirms our commitment to creating maximum value for our
shareholders," commented Tony L. White, chairman, president and CEO
of Perkin-Elmer. "Following three years of highly focused
investments in life science technology, our PE Biosystems Division is
now the preeminent supplier of products and services that have
enabled the biotechnology revolution. As we take the next logical
step of entering the information side of the life science business,
we are pursuing a financial and operating structure that will allow
the newly created Celera Genomics to grow as quickly as possible,
while taking advantage of its strategic partnership with PE
Biosystems. After reviewing the various alternative operating
structures, our Board determined that the targeted stock approach is
optimal for our particular situation."
Celera Genomics was formed through an alliance between Perkin-Elmer
and Dr. J. Craig Venter, formerly president of The Institute for
Genomic Research (TIGR). Its mission is to become
the definitive source for genomic and related biomedical information.
Celera's plans include:
1) sequencing of the complete human genome during the next three
years; 2) discovering new genes and regulatory sequences that could
comprise new drug targets; and 3) elucidating human genetic variation
and its association with disease susceptibility and treatment
response. Celera plans to create commercial value through the
license or sale of databases, knowledge-bases, proprietary drug
targets and genetic markers, and related partnership services.
Perkin-Elmer believes that a targeted stock structure can unlock
numerous benefits for shareholders, achieving the following important
objectives:
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Facilitate both autonomy and synergy. The structure allows each
business to optimize its own identity, business strategy, financial
model, and culture while also capitalizing on synergies with its
sister division.
Accommodate investor interests. The structure is designed to serve
the interests of investors by providing separate investment vehicles
for the Company's different businesses, particularly to the extent
those businesses have different characteristics and goals with
respect to timing, growth, risks, and financial requirements.
Tracking these businesses separately can result in a better
appreciation of the value of each segment.
Commercialize technology more rapidly. This structure allow for
technology sharing between the two business units. This should allow
for the shortest path to commercialization, either into instrument
systems and reagents through PE Biosystems, or into information and
related services through Celera Genomics.
Acquisition currencies. The Company would have available two
different equity securities for issuance in connection with any
potential acquisitions.
Focused management incentives: Targeted stock and options can be
used as performance incentives that are aligned with the financial
returns of each segment.
Maintain financial benefits of single organization. This financial
structure allows the Company to preserve the benefits of tax
consolidation, credit availability, and strategic management of a
single corporation.
The Company stressed that this structure, which offers financial
flexibility, was not chosen as a mechanism to raise capital.
Currently, Perkin-Elmer intends to fund Celera Genomics internally
and has no plan to sell equity interests to the public.
Reflecting on this program, Mr. White stated, "We want to remain a
consolidated corporate entity because we believe that is the best way
to execute our long-term strategy. At the same time, we
think the targeted stock structure will unlock the value of Celera
Genomics that is not reflected in Perkin-Elmer's stock price. In
addition, while Celera will use much of Perkin-Elmer's technology, it
is a substantially new and different business model and at a much
earlier stage of development than our existing business. Because of
this difference and early-stage nature, targeted stock is well suited
to focus on this exciting new venture. We believe this structure
will also allow us to sustain the growth and profitability, and
resulting value, created by our operating business, driven by the
exciting prospects for PE Biosystems. Also, by not raising added
capital through the issuance of targeted stock, we will preserve the
full value potential from Celera for our existing shareholders."
Subject to Board approval, the Company is preparing to file a
preliminary proxy statement with the U.S. Securities and Exchange
Commission. Shareholders would be asked to approve the plan at a
special meeting planned for early 1999. If the plan is approved, the
new stock would begin trading shortly thereafter.
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The Perkin-Elmer Corporation currently comprises three operating
divisions. The PE Biosystems Division, with sales of $922 million
during fiscal 1998, supplies instrument systems, reagents, and
related services to the life science industry and research community.
The Analytical Instruments Division, which was the subject of a
recent announcement regarding an analysis of strategic alternatives,
had sales of $609 million during fiscal 1998 and is a leader in
supplying a broad range of instruments to the pharmaceutical,
environmental, food, petrochemical, and related industries. If not
sold or spun off, the Analytical Instruments Division would continue
to be reflected in Perkin-Elmer's common stock. Celera Genomics, a
newly formed business unit, intends to become the definitive source
of genomic and related medical information. Headquartered in
Connecticut, Perkin-Elmer had revenues of more than $1.5 billion in
fiscal 1998 and employs more than 7,000 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.
Certain statements in this press release 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 the Company'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, the Company notes that a variety of
factors could cause 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 the Company's businesses include but are
not limited to (1) complexity and uncertainty regarding the
development of new high-technology products; (2) loss of market share
through competition; (3) introduction of competing products or
technologies by other companies; (4) pricing pressures from
competitors and/or customers; (5) changes in the life 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 Company's 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; (11)
the development of new sequencing strategies and the
commercialization of information derived from sequencing operations;
and (12) 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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