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As filed with the Securities and Exchange Commission on January 23, 1998
REGISTRATION NO. 333-38881
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933
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THE PERKIN-ELMER CORPORATION
(Exact name of Registrant as specified in its charter)
NEW YORK 06-0490270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
761 Main Avenue, Norwalk, Connecticut 06859-0001
(Address, of principal executive offices) (Zip Code)
1989 STOCK PLAN
1992 STOCK PLAN
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1997 NON-QUALIFIED STOCK OPTION PLAN
OF PERSEPTIVE BIOSYSTEMS, INC.
William B. Sawch, Esq.
Senior Vice President, General Counsel and Secretary
761 Main Avenue
Norwalk, Connecticut 06859-0001
(Name and address of agent for service)
(203) 762-1000
(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
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This Post-Effective Amendment covers shares of Common Stock, par value $1.00 per
share (including Junior Participating Preferred Stock purchase rights), of the
Registrant originally registered on the Registration Statement on Form S-4 (the
"Registration Statement") to which this Post-Effective Amendment is an
amendment. The registration fees in respect of the securities registered hereby
were paid at the time of the original filing of the Registration Statement.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Post-Effective Amendment.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Post-Effective Amendment.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by The Perkin-Elmer Corporation ("Perkin-Elmer") are incorporated by
reference herein:
(i) Perkin-Elmer's Annual Report on Form 10-K for the year ended June 30,
1997;
(ii) Perkin-Elmer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997;
(iii) Perkin-Elmer's Current Report on Form 8-K dated August 23, 1997 and
filed on August 26, 1997; and
(iv) The descriptions of Perkin-Elmer's Common Stock, par value $1.00 per
share ("Common Stock"), and the rights to purchase Participating Preferred
Stock, par value $1.00 per share, of Perkin-Elmer set forth in Perkin-Elmer's
registration statements filed pursuant to Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating such descriptions.
All documents subsequently filed by Perkin-Elmer pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all of such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement 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
Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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
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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.
Perkin-Elmer's By-Laws provide that, except to the extent expressly
prohibited by the NYBCL, Perkin-Elmer 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
Perkin-Elmer, or serves or served at the request of Perkin-Elmer 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 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 Perkin-Elmer has given its
prior consent to such settlement or other disposition. Reference to an action or
proceeding in Perkin-Elmer's 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 Perkin-Elmer or any other corporation or enterprise which the
director or officer of the corporation serves at Perkin-Elmer's request.
Perkin-Elmer's By-Laws provide that Perkin-Elmer shall advance or promptly
reimburse upon request any person entitled to indemnification thereunder 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 Perkin-Elmer 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. Perkin-Elmer 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
3.1 Restated Certificate of Incorporation of Perkin-Elmer (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the Registration
Statement on Form S-3 (Commission File No. 333-39549) of
Perkin-Elmer, filed December 5, 1997).
3.2 Amended and Restated By-Laws of Perkin-Elmer, as amended
(incorporated by reference to Exhibit 3(ii) of Perkin-Elmer's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993
(Commission File No. 1-4389)).
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4 Shareholder Protection Rights Agreement, dated as of April 30,
1989, between Perkin-Elmer and The First National Bank of Boston
(incorporated by reference to Exhibit 4 to the Perkin-Elmer's
Current Report on Form 8-K dated April 20, 1989 (Commission File
No. 1-4389)).
5 Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued.
23.1 Consent of Price Waterhouse as to the financial statements of
Perkin-Elmer.
23.2 Consent of Simpson Thacher & Bartlett (contained in Exhibit 5).
24 Powers of Attorney (incorporated by reference to Exhibit 24 of the
Registration Statement on Form S-4 (Registration No. 333-38881) of
Perkin-Elmer).
ITEM 9. 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 the registration statement
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 n 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.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
3.1 Restated Certificate of Incorporation of Perkin-Elmer
(incorporated by reference to Exhibit 4.1 to Amendment
No. 1 to the Registration Statement on Form S-3
(Commission File No. 333-39549) of Perkin-Elmer,
filed December 5, 1997).
3.2 Amended and Restated By-Laws of Perkin-Elmer, as amended
(incorporated by reference to Exhibit 3(ii) of Perkin-Elmer's
Annual Report on Form 10-K for the fiscal year ended June 30,
1993 (Commission File No. 1-4389)).
4 Shareholder Protection Rights Agreement, dated as of April 30,
1989, between Perkin-Elmer and The First National Bank of
Boston (incorporated by reference to Exhibit 4 to the
Perkin-Elmer's Current Report on Form 8-K dated April 20, 1989
(Commission File No. 1-4389)).
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of securities being issued.
23.1 Consent of Price Waterhouse as to the financial statements of
Perkin-Elmer.
23.2 Consent of Simpson Thacher & Bartlett (contained in Exhibit
5).
24 Powers of Attorney (incorporated by reference to Exhibit 24 of
the Registration Statement on Form S-4 (Registration No.
333-38881) of Perkin-Elmer).
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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-8 and has duly caused this post-effective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut, on January 23, 1998.
THE PERKIN-ELMER CORPORATION
By /s/ William B. Sawch
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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 DATE
Chairman of the Board of Directors, President
Tony L. White* and Chief Executive Officer (principal
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Senior Vice President, Chief Financial Officer
Dennis L. Winger* and Treasurer (principal financial officer)
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Ugo D. DeBlasi* Corporate Controller
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Joseph F. Abely, Jr.* Director
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Richard H. Ayers* Director
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Jean-Luc Belingard* Director
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Robert H. Hayes* Director
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Georges C. St. Laurent, Jr.* Director
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Carolyn W. Slayman* Director
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SIGNATURE TITLE DATE
Orin R. Smith* Director
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* William B. Sawch hereby signs this Registration Statement on January 23,
1998 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
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Attorney-in-fact
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EXHIBIT 5
January 23, 1998
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 ("Perkin-Elmer"), in connection with Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement on Form S-4 (Registration No. 333-
38881) of Perkin-Elmer (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities of Act of 1933, as amended,
relating to shares (the "Shares") of Common Stock, par value $1.00 per share, of
Perkin-Elmer to be issued by the Perkin-Elmer pursuant to the following plans
(each, a "Plan") of PerSeptive Biosystems, Inc., a Delaware corporation
("PerSeptive"): (i) the 1989 Stock Plan, (ii) the 1992 Stock Plan, (iii) the
1992 Non-Employee Director Stock Option Plan and (iv) the 1997 Non-Qualified
Stock Option Plan, such Plans of PerSeptive to be assumed by Perkin-Elmer
pursuant to the Agreement and Plan of Merger, dated as of August 23, 1997 (the
"Merger Agreement"), among Perkin-Elmer, PerSeptive and Seven Acquisition Corp.,
a wholly-owned subsidiary of Perkin-Elmer.
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The Perkin-Elmer Corporation -2-
We have examined the Plans and 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
Perkin-Elmer, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions 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 originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the forgoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized and, upon the issuance of the Shares in accordance with the terms of
the applicable Plan and payment of the consideration, if any, payable therefor
pursuant to terms of the applicable Plan, 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.
We hereby consent to the filing of this opinion of counsel as Exhibit
5 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
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SIMPSON THACHER & BARTLETT
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 The Perkin-Elmer
Corporation's 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.
PRICE WATERHOUSE LLP
Stamford, CT
January 22, 1998
