SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________
FORM 8-K/A
AMENDMENT NO.1 TO FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 22, 1998
Date of Report (Date of earliest event reported)
THE PERKIN-ELMER CORPORATION
(Exact Name of Registrant as Specified in Its 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)
<PAGE>
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, PerSeptive's 8-1/4%
Convertible Subordinated Notes Due 2001 became convertible
into Perkin-Elmer Common Stock.
Item 5. Other Events.
On March 23, 1998, PerSeptive redeemed its 8-1/4%
Convertible Subordinated Notes Due 2001 (the "Notes"). The
redemption price was $1,055.81 per $1,000 principal amount
of Notes, which represented the redemption premium and
aggregate principal plus accrued and unpaid interest to the
redemption date. The aggregate outstanding principal amount
of the Notes was $27.2 million at December 31, 1997. A
total of $26.1 million was paid in cash representing $24.7
million of principal and $1.4 million of accrued interest
and premium relating to the Notes. Additionally, $2.5
million of the principal amount of the Notes was converted
by the holders thereof into 35,557 shares of Perkin-Elmer
Common Stock.
These Notes became joint obligations of Perkin-Elmer
and PerSeptive in connection with the Merger.
Item 7. Financial statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following PerSeptive financial statements are filed
with this report:
Page
Consolidated Balance Sheets at December 27,
1997 and September 30, 1997 4
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<PAGE>
Consolidated Statements of Operations for the
Three months ended December 27, 1997 and December
28, 1996 5
Consolidated Statements of Cash Flows for the
Three months ended December 27, 1997 and December
28, 1996 6
Notes to Unaudited Consolidated Financial
Statements 7-11
The audited financial statements for PerSeptive at
September 30, 1997 and 1996, and for the three years
ended September 30, 1997 are hereby incorporated by
reference from PerSeptive's Annual Report on Form 10-
K/A as filed with the Securities and Exchange
Commission (File No. 0-20032) on January 6, 1998.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information
is filed with this report:
Page
Introduction to Unaudited Pro Forma Condensed
Combined Financial Statements 12
Unaudited Pro Forma Condensed Combined Statements of
Financial Position at December 31, 1997 13
Unaudited Pro Forma Condensed Combined Statements of
Operations for the Six months ended December
31, 1997 14
Unaudited Pro Forma Condensed Combined
Statements of Operations for the Six months ended
December 31, 1996 15
Unaudited Pro Forma Condensed Combined
Statements of Operations for the fiscal years
ended June 30, 1997, 1996 and 1995 16-18
Notes to Unaudited Pro Forma Condensed
Combined Financial Statements 19-20
(c) Exhibits.
Exhibit No. Description
2. Agreement and Plan of Merger, dated as of
August 23, 1997, among Perkin-Elmer, Seven
Acquisition Corp. and PerSeptive (incorporated by
reference to the Current Report on Form 8-K of
Perkin-Elmer, dated August 23, 1997).
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<PAGE>
23.1 Consent of Coopers & Lybrand L.L.P.
*99. Press Release of Perkin-Elmer, issued January 22,
1998, regarding the Merger.
* Previously filed.
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<PAGE>
PERSEPTIVE BIOSYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
December 27, September 30,
1997 1997
(unaudited)
<S>
Assets
Current assets: <C> <C>
Cash and cash equivalents $ 14,804 $ 18,283
Short-term investments, available-for-sale 15,684 16,646
Trade accounts receivable, net of allowance for doubtful accounts
of $1,975 at December 27, 1997 and $1,963 at September 30, 1997 21,486 20,814
Inventories, net 22,586 22,602
Other current assets 3,236 3,600
Total current assets 77,796 81,945
Fixed assets, net 27,092 27,626
Patent and license costs, net 5,344 5,458
Goodwill, net 17,217 17,478
Other long-term assets 1,299 1,444
Total assets $ 128,748 $ 133,951
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 11,423 $ 13,484
Accrued expenses 12,048 10,583
Current portion of deferred revenue 1,494 2,271
Short-term borrowings 4,996 5,055
Current portion of obligations and other current liabilities 8,039 8,004
Total current liabilities 38,000 39,397
Long-term liabilities:
Convertible subordinated notes 20,423 20,423
Long-term debt 5,090 5,130
Capital lease obligations, less current portion 201 281
Deferred revenue and other liabilities 1,322 1,322
Total long-term liabilities 27,036 27,156
Stockholders' equity:
Redeemable convertible preferred stock, $.01 par value; 4,000 shares
authorized; 1,000 shares issued and outstanding at
December 27, 1997 and September 30, 1997; redemption value 9,622 9,480
$10,000 at December 27, 1997 and September 30, 1997
Common Stock, $.01 par value; 100,000,000 shares authorized;
22,785,762 and 22,649,980 shares issued and outstanding
at December 27, 1997 and September 30, 1997, respectively 229 226
Additional paid-in capital 171,523 170,669
Accumulated deficit (114,250) (111,278)
Cumulative translation adjustment (5,537) (4,785)
Unrealized gain on investments 2,125 3,086
Total stockholders' equity 63,712 67,398
Total liabilities and stockholders' equity $ 128,748 $ 133,951
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PERSEPTIVE BIOSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
December 27, December 28,
1997 1996
<S>
Revenue: <C> <C>
Product revenue $ 25,690 $ 21,101
Contract revenue 581
26,271 21,101
Cost of goods sold:
Cost of product revenue 13,476 10,643
Cost of contract revenue 276
13,752 10,643
Gross profit 12,519 10,458
Operating Expenses:
Research and development 3,704 3,569
Selling, general and administrative 10,717 9,558
Amortization 260 260
14,681 13,387
Loss from operations (2,162) (2,929)
Other (expense) income:
Interest (expense), net (599) (863)
Other (expense) income, net (68) 8
Loss before provision for income taxes (2,829) (3,784)
Provision for income taxes - -
Net loss $ (2,829) $ (3,784)
Basic and diluted loss per share $ (.13) $ (.19)
Basic and diluted weighted average shares outstanding 22,726 21,332
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PERSEPTIVE BIOSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three months ended
December 27, December 28,
1997 1996
<S>
Cash from operating activities <C> <C>
Net loss $ (2,829) $ (3,784)
Adjustments to reconcile net loss to net
cash used in operating activities:
Net gain on securities available-for-sale 20
Depreciation and amortization 1,751 2,118
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (871) 993
Increase in inventories (214) (969)
Decrease in other assets 509 397
Decrease in accounts payable (2,061) (1,140)
Increase in accrued expenses 1,465 52
(Decrease) increase in other liabilities (778) 145
Net cash used in operating activities (3,028) (2,168)
Cash flows from investing activities
Purchases of fixed assets, net (1,106) (731)
Net proceeds from sales of securities available-for-sale 5,054
Net cash (used) provided by investing activities (1,106) 4,323
Cash flows from financing activities
Principal payments under capital lease obligations (46) (408)
Net change in short-term borrowing (58) (104)
Proceeds from issuance of common stock 857 310
Net cash provided (used) by financing activities 753 (202)
Effect of exchange rate changes on cash (98) (23)
Net change in cash and cash equivalents (3,479) 1,930
Cash and cash equivalents beginning of period 18,283 5,384
Cash and cash equivalents end of period $ 14,804 $ 7,314
Supplemental cash flow information:
Accretion of Series A Preferred Stock $ 142 $ 357
Interest paid $ 360
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated balance sheet at December 27,
1997, and the consolidated statements of operations for the
three-month periods ended December 27, 1997 and December 28,
1996, and the consolidated statements of cash flows for the
three-month periods ended December 27, 1997 and December 28,
1996 have been prepared without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission.
Although certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations, PerSeptive Biosystems Inc. (the "Company")
believes that the disclosures are adequate to make the
information presented not misleading and reflect all
adjustments (consisting of normal recurring adjustments)
which are necessary for a fair presentation of results of
operations of such periods. It is suggested that the
financial statements be read in conjunction with the
consolidated financial statements for the year ended
September 30, 1997 and the notes thereto, included in the
Company's Annual Report on Form 10-K/A.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
certain contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2 - INVENTORIES
Inventories consist of the following (in thousands):
December 27, September 30,
1997 1997
Raw Material $ 10,286 $ 9,450
Work In Process 2,051 2,338
Finished Goods 10,249 10,814
Total Inventories $ 22,586 $ 22,602
NOTE 3 - CHANGES IN ACCOUNTING PRINCIPLES
In December 1997, the Company implemented Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share." This statement establishes new standards for
computing and presenting earnings per share and requires
presentation of basic and diluted earnings per share on the
face of the income statement. Basic earnings
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<PAGE>
per share is computed by dividing net income(loss),including
accretion of preferred stock for the period, by the weighted
average number of common shares outstanding.Diluted earnings
(loss) per share is computed by dividing net income (loss)
for the period by the weighted average number of common
shares outstanding and the dilutive effect of common stock
equivalents. Earnings (loss) per share amounts for all prior
periods have been restated to conform with the provisions of
this statement.
The following table presents a reconciliation of basic and
diluted earnings per share for the three month periods ended
December 27, 1997 and December 28, 1996:
(Amounts in thousands Three months ended
except share and per share amounts) December 27, December 28,
1997 1996
Net loss before accretion of
preferred stock $ (2,829) $ (3,784)
Accretion on preferred stock (142) (357)
Net loss used in calculating
basic and diluted loss per share $ (2,971) $ (4,141)
Weighted average shares used for
the calculation of basic and
diluted loss per share 22,726 21,332
Basic and diluted loss per share $ (.13) $ (.19)
The above amounts do not include options and warrants to
purchase 5.2 million and 5.5 million shares of the Company's
common stock at December 27, 1997 and December 28, 1996,
respectively,as their effect was antidilutive. The effect of
conversion of the Series A Redeemable Convertible Preferred
Stock and the Convertible Subordinated Notes was also
excluded since the effect would be antidilutive.
NOTE 4 - LITIGATION AND OTHER MATTERS
The Company has sued Pharmacia Biotech, Inc. and certain of
its affiliates, and their parent Pharmacia AB (collectively
"Pharmacia"), now part of Pharmacia & Upjohn Co., Sepracor
Inc. ("Sepracor") and BioSepra Inc. ("BioSepra"), a company
partially owned by Sepracor, for willful infringement of
three PerSeptive patents (U.S. Nos. 5,019,270, 5,228,989 and
5,384,042), covering the process of Perfusion Chromatography
(R) and the manufacture, sale and use of chromatography
particles and matrices that enable Perfusion Chromatography
(collectively the "Original Perfusion Patents"). The
Company commenced its action against Pharmacia and Sepracor
on October 14, 1993, and the consolidated action has been
pending in the United States District Court for the District
of Massachusetts. BioSepra was added as a party on May 19,
1994. The lawsuit, in an amended complaint filed by Purdue
University and the Company, also claims that
-8-
<PAGE>
Sepracor and BioSepra infringed a fourth patent(the "Coatings
Patent"), licensed exclusively by PerSeptive, covering novel
coatings for chromatography media. On December 12, 1997, the
Company announced that it had settled the litigation with
Sepracor and BioSepra. Under the terms of the settlement,the
Company received an unspecified amount and BioSepra received
a non-exclusive license under PerSeptive's Perfusion
Chromatography Patents and the Coatings Patent. Sepracor
and BioSepra were removed as defendants in the litigation,
and Pharmacia remains as the only defendant in this
litigation.
The lawsuit seeks to enjoin Pharmacia from infringing the
Original Perfusion Patents and asks for treble damages, as
well as other relief and damages. Pharmacia has asserted
that its products do not infringe the Original Perfusion
Patents and that the Original Perfusion Patents are invalid
and unenforceable, and has asserted counterclaims against
the Company alleging that the Company's assertions that
Pharmacia has infringed the patents, and that statements
allegedly made by the Company to customers concerning the
litigation, constitute unfair competition, commercial
disparagement, unfair trade practices, tortious interference
with customer relationships and violation of the Lanham Act,
and seeking an unspecified amount of damages, and, under
certain asserted claims, double or treble damages, as well
as attorney's fees and expenses. The Company has denied any
liability on these counterclaims.
On January 9, 1996, the Court entered an order denying the
Company's motion for partial summary judgment relating to
the inventorship of the Original Perfusion Patents, granting
the defendants' motions for partial summary judgment that
inventorship of the Original Perfusion Patents is improper
for failure to name one or more persons as additional joint
inventors, and requiring the Company to move to correct
inventorship or have the patents declared invalid. On March
12, 1996, the Court entered a ruling directing the Company
to correct inventorship and placed on the Company the burden
of proving the absence of deceptive intent in the
designation of inventors at a hearing. The Company moved to
correct inventorship. The hearing was held in May and June
1996. On April 3, 1997, the Court issued a ruling denying
the Company's motion to correct inventorship, ruling that
the Company had not met its burden of proving that two
British scientists, who worked for a company that is not a
party to the litigation, were not named on the Original
Perfusion Patents without deceptive intent within the
meaning of Section 256 of Title 35 United States Code, and
granted judgment in favor of Sepracor, BioSepra and
Pharmacia on the Company's claims relating to the Original
Perfusion Patents. On April 16, 1997, the Company filed a
motion to permit an immediate appeal of the April 3, 1997
decision, and the related January 9, 1996 and March 12, 1996
decisions, to the United States Court of Appeals for the
Federal Circuit, which has exclusive jurisdiction in the
United States to hear appeals in patent cases. On April 30,
1997, the defendants filed a motion requesting that the
District Court render a decision on the defendant's defense
of inequitable conduct prior to permitting the Company's
appeal. On July 30, 1997, the Company filed a motion
seeking to (i) vacate the Court's April 3, 1997 decision and
(ii) enter a final judgment that will permit the Company to
appeal the Court's earlier January 9, 1996 and March 12,
1996 orders that the patents do not name all of the
inventors and imposing the burden of
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<PAGE>
proof on PerSeptive. The Company's motion was based on a
decision by the Court of Appeals for the Federal Circuit in
an unrelated case, Stark v. Advanced Magnetics, Inc., issued
on July 11, 1997, which the Company contends rendered the
Court's April 3, 1997 decision erroneous. The defendants
filed motions again requesting that the District Court render
a decision on their defense of inequitable conduct prior to
permitting an appeal. On January 28, 1998,the District Court
entered a Memorandum and Order that vacated its April 3,1997
ruling, and found that the Original Perfusion Patents were
unenforceable because the named inventors engaged in
inequitable conduct by failing to include as inventors the
two individuals that the court, in its January 1996
decision, had found should have been added as inventors. On
March 13, 1998, the court entered an appealable order
declaring the Original Perfusion Patents unenforceable and
staying all further proceedings pending disposition of the
appeal. The Company will appeal this order, as well as the
court's original January 1996 decision on inventorship and
other related decisions of the court. The court has not yet
considered the issue of infringement of the Original
Perfusion Patents. The Company intends to vigorously pursue
this litigation against Pharmacia.
The Company may incur substantial expenses relating to this
lawsuit. There can be no assurance that the outcome of the
litigation will not have a material adverse effect on the
Company.
In September 1996 and February 1997, two new United States
patents relating to Perfusion Chromatography systems were
issued to the Company. Neither of these patents which cover
instruments and systems that perform the high-speed, high
resolution chromatography which is the subject of the
Original Perfusion Patents, are the subject of the current
litigation. Prior to the issuance of these patents, the
Company had submitted to the patent examiner the District
Court's January 9, 1996 order, and non-confidential portions
of related briefs filed by the parties, and the patents were
issued naming only PerSeptive's scientific founders as the
inventors nonetheless.
Since November 1994, the Company has been responding to
informal requests for information from the Securities and
Exchange Commission (the "Commission") relating to certain
of the Company's financial matters. In May 1995, the
Company was advised by the Commission that it had obtained a
formal order of investigation so that, among other matters,
it may utilize subpoena powers to obtain information
relevant to its inquiry. The Commission has and may in the
future utilize its subpoena powers to obtain information
from various officers, directors and employees of the
Company and from persons not presently associated with the
Company. If, after completion of its investigation, the
Commission finds that violations of the federal securities
laws have occurred, the Commission has the authority to
order persons to cease and desist from committing or causing
such violations and any future violations. The Commission
may also seek administrative, civil and criminal fines and
penalties and injunctive relief. The Department of Justice
has the authority in respect of criminal matters. There can
be no assurance as to the timeliness of the
completion of the investigation or as to the final
result thereof, and no assurance can be given that
the final result of the investigation will
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<PAGE>
not have a material adverse effect on the Company.
The Company is cooperating fully with the investigation
and has responded and will continue to respond to requests
for information in connection with the investigation.
NOTE 5 - SUBSEQUENT EVENTS - MERGER WITH THE PERKIN-ELMER
CORPORATION
On January 22, 1998, the Company and Seven Acquisition
Corp., a wholly-owned subsidiary of The Perkin-Elmer
Corporation ("Perkin-Elmer"), consummated their merger
(the "Merger"). The Company, which is the surviving
corporation of the Merger, became a wholly-owned subsidiary
of Perkin-Elmer. As a result of the Merger, each
outstanding share of common stock of the Company 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
the Company's 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 outstanding
immediately prior to January 22, 1998 were converted in
accordance with their terms into shares of the Company's
common stock which were then converted into Perkin-Elmer
Common Stock as a result of the Merger. As a result of the
Merger, the Company's 8-1/4% Convertible Subordinated Notes
Due 2001 became convertible into Perkin-Elmer Common Stock.
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<PAGE>
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
The merger (the "Merger") of Seven Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of The
Perkin-Elmer Corporation, a New York corporation ("Perkin-
Elmer"), into PerSeptive Biosystems, Inc., a Delaware
corporation ("PerSeptive"), was consummated on January 22,
1998. The following unaudited pro forma condensed combined
financial statements give effect to the Merger in a
transaction accounted for as a pooling of interests.
An unaudited pro forma condensed combined statement of
financial position is provided as of December 31, 1997,
giving effect to the Merger as though it had been
consummated on that date. Unaudited pro forma condensed
combined statements of operations are provided for the six
months ended December 31, 1997 and December 31, 1996, and
the fiscal years ended June 30, 1997, 1996, and 1995, giving
effect to the Merger as though it had occurred at the
beginning of the earliest period presented.
The unaudited pro forma condensed combined statements of
operations are derived from the historical consolidated
financial statements of Perkin-Elmer and PerSeptive, and
should be read in conjunction with the companies' separate
1997 Annual Reports on Form 10-K and 10-K/A, respectively,
filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of
1934, as amended. The financial statements of
Perkin-Elmer and PerSeptive for the six months ended
December 31, 1997 have been prepared in accordance with
generally accepted accounting principles consistently
applied applicable to interim financial information and, in
the opinion of Perkin-Elmer's management, include all
adjustments necessary for a fair presentation of the
financial information for such interim periods.
Perkin-Elmer's fiscal year ends June 30 and PerSeptive's
fiscal year ends September 30. The fiscal 1998 unaudited
pro forma condensed combined statement of operations
combines Perkin-Elmer's statement of operations for the six
months ended December 31, 1997 and PerSeptive's statement of
operations for the three months ended December 27, 1997
(PerSeptive's fiscal 1998 first quarter) and for the three
months ended September 30, 1997 (PerSeptive's fiscal 1997
fourth quarter). The fiscal 1997 unaudited pro forma
condensed combined statement of operations for the six
months ended December 31, 1996 combined Perkin-Elmer's
statement of operations for the six months ended December
31, 1996 and PerSeptive's statement of operations for the
six months ended March 29, 1997. The fiscal 1997, 1996 and
1995 pro forma condensed combined statements of operations
combined each company's respective fiscal year end. In order
to conform PerSeptive to a June 30 fiscal year end in 1998,
results of operations for the three months ended September
30, 1997 have been reflected in the unaudited pro forma
condensed combined statement of operations for the six months
ended December 31, 1997 and in the fiscal year ended June 30,
1997. The results of operations of PerSeptive for the three
months ended September 30, 1997 (corresponding net revenues
of $26.3 million and a net loss of $2.6 million) have
therefore been included in two periods.
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PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF FINANCIAL POSITION
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
December 31,
Perkin-Elmer PerSeptive 1997
December 31, December 27, Pro forma
1997 1997 Adjustments Combined
<S>
Assets <C> <C> <C> <C>
Current assets
Cash and cash equivalents $ 78,983 $ 14,804 $ $ 93,787
Short-term investments 1,226 15,684 16,910
Accounts receivable, net 336,978 21,486 358,464
Inventories 206,661 22,586 229,247
Prepaid expenses and other current assets 110,959 3,236 114,195
Total current assets 734,807 77,796 812,603
Property, plant and equipment, net 219,006 27,092 246,098
Other long-term assets 210,307 23,860 234,167
Total assets $ 1,164,120 $ 128,748 $ $ 1,292,868
Liabilities and Shareholders' Equity
Current liabilities
Loans payable $ 17,296 $ 13,035 $ $ 30,331
Accounts payable 142,633 11,423 2,246 (a) 156,302
Accrued salaries and wages 33,904 2,368 (a) 36,272
Accrued taxes on income 100,295 383 (a,b) 100,678
Other accrued expenses 163,655 13,542 (5,614)(a) 171,583
Total current liabilities 457,783 38,000 (617) 495,166
Long-term debt 31,966 25,513 57,479
Other long-term liabilities 179,010 1,523 180,533
Total long-term liabilities 210,976 27,036 238,012
Minority interest 40,784 40,784
Shareholders' equity
Capital stock
Preferred stock 9,622 (9,622)(c)
Common stock 45,600 229 4,320 (c) 50,149
Capital in excess of par value 198,981 171,523 5,302 (c) 375,806
Retained earnings (deficit) 296,490 (114,250) 617 (b) 182,857
Foreign currency translation adjustments (1,907) (5,537) (7,444)
Net unrealized gain (loss) on investments (2,043) 2,125 82
Minimum pension liability adjustment (705) (705)
Treasury stock, at cost (81,839) (81,839)
Total shareholders' equity 454,577 63,712 617 518,906
Total liabilities and shareholders' equity $ 1,164,120 $ 128,748 $ $ 1,292,868
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
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PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Perkin-Elmer
Six months PerSeptive Six months
ended Three months ended ended
December 31, September 30, December 27, December 31,
1997 1997 1997 Adjustments 1997
<S> <C> <C> <C> <C> <C>
Net revenues $ 639,259 $ 26,342 $ 26,271 $ $ 691,872
Cost of sales 315,697 14,237 13,752 610 (d) 344,296
Gross margin 323,562 12,105 12,519 (610) 347,576
Selling, general and administrative 189,098 10,993 10,717 210,808
Research, development and engineering 58,451 4,323 3,704 66,478
Acquired research and development 28,850 28,850
Amortization 260 260 (520)(d)
Operating income (loss) 47,163 (3,471) (2,162) (90) 41,440
Gain on sale of investment 845 (d) 845
Interest expense 1,048 856 797 2,701
Interest income 3,327 182 198 193 (d) 3,900
Other income (expense), net 932 1,555 (68) (948)(d) 1,471
Income (loss) before income taxes 50,374 (2,590) (2,829) 44,955
Provision for income taxes 18,181 (617)(b) 17,564
Net income (loss) $ 32,193 $ (2,590) $ (2,829) $ 617 $ 27,391
Basic earnings (loss) per share $ .73 $ (.13) $ (.13) $ .57
Diluted earnings (loss) per share $ .71 $ (.13) $ (.13) $ .55
Weighted average shares outstanding
Basic 43,885 22,031 22,726 48,185
Diluted 45,107 22,031 22,726 50,025
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
-14-
<PAGE>
PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Perkin-Elmer PerSeptive Six months
Six months ended ended
December 31, March 29, December 31,
1996 1997 Adjustments 1996
<S> <C> <C> <C> <C>
Net revenues $ 606,527 $ 44,294 $ $ 650,821
Cost of sales 308,303 22,334 1,046 (d) 331,683
Gross margin 298,224 21,960 (1,046) 319,138
Selling, general and administrative 177,181 19,510 196,691
Research, development and engineering 51,421 7,124 58,545
Amortization 520 (520)(d)
Operating income (loss) 69,622 (5,194) (526) 63,902
Gain on sale of investment 37,420 25,779 (d) 63,199
Interest expense 1,289 1,784 3,073
Interest income 2,587 322 330 (d) 3,239
Other income (expense), net (135) 25,506 (25,583)(d) (212)
Income before income taxes 108,205 18,850 127,055
Provision for income taxes 24,887 24,887
Net income $ 83,318 $ 18,850 $ $ 102,168
Basic earnings per share $ 1.93 $ .85 $ 2.18
Diluted earnings per share $ 1.88 $ .75 $ 2.09
Weighted average shares outstanding
Basic 43,072 21,362 46,931
Diluted 44,429 26,719 48,987
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
-15-
<PAGE>
PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
<TABLE>
<CAPTION>
For the year ended
Perkin-Elmer PerSeptive 1997
June 30, September 30, Pro Forma
1997 1997 Adjustments Combined
<S> <C> <C> <C> <C>
Net revenues $ 1,276,766 $ 96,516 $ $ 1,373,282
Cost of sales 642,264 49,815 1,264 (d) 693,343
Gross margin 634,502 46,701 (1,264) 679,939
Selling, general and administrative 375,880 40,425 416,305
Research, development and engineering 105,660 15,215 120,875
Provision for restructured operations 13,000 13,000
Acquired research and development 26,801 26,801
Amortization 1,041 (1,041)(d)
Operating income (loss) 113,161 (9,980) (223) 102,958
Gain on sale of investments 37,420 27,430 (d) 64,850
Interest expense 2,325 3,534 5,859
Interest income 7,574 648 604 (d) 8,826
Other income (expense), net 1,548 28,109 (27,811)(d) 1,846
Income before income taxes 157,378 15,243 172,621
Provision for income taxes 42,223 42,223
Net income $ 115,155 $ 15,243 $ $ 130,398
Basic earnings per share $ 2.65 $ .64 $ 2.74
Diluted earnings per share $ 2.58 $ .63 $ 2.63
Weighted average shares outstanding
Basic 43,383 21,466 47,517
Diluted 44,679 21,909 49,513
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
-16-
<PAGE>
PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
<TABLE>
<CAPTION>
For the year ended
Perkin-Elmer PerSeptive 1996
June 30, September 30, Pro Forma
1996 1996 Adjustments Combined
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues $ 1,162,949 $ 86,018 $ $ 1,248,967
Cost of sales 595,857 56,290 1,280 (d) 653,427
Gross margin 567,092 29,728 (1,280) 595,540
Selling, general and administrative 339,994 39,518 878 (d) 380,390
Research, development and engineering 102,338 11,342 113,680
Provision for restructured operations 71,600 3,261 (d) 74,861
Acquired research and development 27,093 6,785 (d) 33,878
Other charges 24,239 (10,046)(d) 14,193
Amortization 2,158 (2,158)(d)
Operating income (loss) 26,067 (47,529) (21,462)
Gain on sale of investments 11,704 11,704
Interest expense 4,971 3,473 8,444
Interest income 4,894 482 5,376
Other income (expense), net (2,193) 53 (2,140)
Income (loss) before income taxes 35,501 (50,467) (14,966)
Provision for income taxes 21,557 21,557
Net income (loss) $ 13,944 $ (50,467) $ (36,523)
Basic earnings (loss) per share $ .33 $ (3.22) $ (.80)
Diluted earnings (loss) per share $ .32 $ (3.22) $ (.80)
Weighted average shares outstanding
Basic 42,720 16,296 45,859
Diluted 43,747 16,296 45,859
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
-17-
<PAGE>
PERKIN-ELMER AND PERSEPTIVE
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
<TABLE>
<CAPTION>
For the year ended
Perkin-Elmer PerSeptive 1995
June 30, September 30, Pro Forma
1995 1995 Adjustments Combined
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues $ 1,063,506 $ 89,429 $ $ 1,152,935
Cost of sales 560,402 50,137 1,280 (d) 611,819
Gross margin 503,104 39,292 (1,280) 541,116
Selling, general and administrative 317,120 32,771 1,800 (d) 351,691
Research, development and engineering 95,088 6,999 102,087
Provision for restructured operations 23,000 23,000
Acquired research and development 1,879 (d) 1,879
Other charges 15,459 (1,879)(d) 13,580
Amortization 3,080 (3,080)(d)
Operating income (loss) 67,896 (19,017) 48,879
Gain on sale of investments 20,800 20,800
Interest expense 8,180 2,958 11,138
Interest income 3,500 1,209 4,709
Other income (expense), net (1,452) 196 (1,256)
Income (loss) before income taxes 82,564 (20,570) 61,994
Provision for income taxes 15,687 15,687
Net income (loss) $ 66,877 $ (20,570) $ 46,307
Basic earnings (loss) per share $ 1.59 $ (1.88) $ 1.04
Diluted earnings (loss) per share $ 1.57 $ (1.88) $ 1.02
Weighted average shares outstanding
Basic 42,129 12,340 44,506
Diluted 42,644 12,340 45,617
</table
See accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.
-18-
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited pro forma information is presented for
illustrative purposes only, giving effect to the Merger
accounted for by the pooling of interests method, and is not
necessarily indicative of the operating results or financial
position that would have occurred if the Merger had been
consummated on the date indicated, nor is it necessarily
indicative of future operating results or financial
position.
The unaudited pro forma condensed combined statement of
operations for the six months ended December 31, 1997 does
not include a one-time charge to earnings of approximately
$45 million to $50 million before-taxes expected to be
included in Perkin-Elmer's third fiscal quarter in
connection with the implementation of an integration plan
for PerSeptive. The plan will include the integration of
certain sales, distribution, and administrative support
functions as well as the consolidation of certain
manufacturing facilities. Perkin-Elmer also expects other
charges associated with the Merger that are not eligible for
inclusion in the initial accrual. These integration
expenses are expected to be approximately $8 million to $10
million and will be recognized as period expenses over the
next three to four quarters.
NOTE 2 - PRO FORMA ADJUSTMENTS
Intercompany Transactions - There were no material
transactions between Perkin-Elmer and PerSeptive during any
period presented.
(a) Certain reclassifications have been made to conform
PerSeptive's reporting of compensation, other payables and
income tax related accrual balances to that of Perkin-Elmer.
(b) The adjustment reflects the inclusion of PerSeptive's
operating results within the Company's consolidated tax
provision.
(c) The pro forma adjustment reflects the issuance of 4.4
million shares of Perkin-Elmer common stock in exchange for
22.8 million shares of PerSeptive common stock.
Additionally, the adjustment reflects the conversion of
1,000 shares of PerSeptive Series A Redeemable Convertible
Preferred Stock into .2 million shares of Perkin-Elmer Common
Stock. Stock options and warrants were excluded for purposes
of the pro forma adjustments because, pursuant to the
Agreement and Plan of Merger, such options and warrants became
options and warrants of Perkin-Elmer as of the effective date
of the Merger.
(d) Certain reclassifications have been made to conform
PerSeptive's reporting of intangible amortization, acquired
research and development costs, other
-19-
<PAGE>
charges, investment income and certain nonrecurring
gains on sale of investments to that of Perkin-Elmer.
Specifically, Perkin-Elmer records goodwill amortization
to cost of sales and miscellaneous intangible amortization
to selling, general and administrative expense.
-20-
<PAGE>
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/ Dennis L. Winger
Dennis L. Winger
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: April 2, 1998
-21-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of Coopers and Lybrand L.L.P.
-22-
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Perkin-Elmer Corporation on Form S-3 (File No.
333-39549) and S-8 (File Nos. 2-95451, 33-25218, 33-44191,
33-50847, 33-50849, 33-58778, 33-15189, 333-38881, 333-45187,
333-42683, 333-38713, 333-15259) of our reports dated December 1,
1997, on our audits of the consolidated financial statements and
financial statement schedule of PerSeptive Biosystems, Inc. as of
September 30, 1997 and 1996, and for the years ended September 30,
1997, 1996 and 1995, which report is incorporated by reference in
this Current Report on Form 8-K/A.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
April 6, 1998
