Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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, including Zip Code)
THE PERKIN-ELMER CORPORATION
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
WILLIAM B. SAWCH
Senior Vice President, General Counsel and Secretary
THE PERKIN-ELMER CORPORATION
761 Main Avenue
Norwalk, Connecticut 06859-0001
(203) 762-1000
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
Common Stock, $1.00 Par Value (2) 25,000 $90.7813 $2,269,532.50 $ 630.93
1. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed
maximum offering price per share and the registration fee are
based upon the reported average of the high and low prices for
the common stock of the Registrant (the "Common Stock") on the
New York Stock Exchange on November 24, 1998. The maximum
offering price per share is estimated solely for purposes of
calculating the registration fee.
2. This Registration Statement also pertains to rights to
purchase Participating Preferred Stock of the Registrant (the
"Rights"). Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the
certificates for Common Stock, and will be transferred along
with and only with such securities. Thereafter, separate
Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment
pursuant to anti-dilution provisions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Perkin-Elmer
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated in this
Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.
(2) The Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.
(3) The Company's Current Reports on Form 8-K filed
July 10, 1998 and September 24, 1998.
(4) The descriptions of the Company's Common Stock and
the rights to purchase the Company's Participating Preferred
Stock, par value $1.00 per share, contained in the Company's
Registration Statements filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "1934 Act"),
including any amendment or report filed for the purpose of
updating such descriptions.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such documents, and
the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant
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to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act in each
year during which the offering made by this Registration
Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall
not be Incorporated Documents or be incorporated by reference in
this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 Incorporated Document
modifies or supersedes such statement. Any such 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.
Legal matters in connection with the shares of Common Stock
subject to issuance pursuant to The Perkin-Elmer Corporation 1998
Stock Incentive Plan have been passed upon by Thomas P. Livingston,
Esq., Senior Corporate Attorney and Assistant Secretary of the
Company. Mr. Livingston owns Common Stock of the Company and
options to purchase Common Stock of the Company with an aggregate
value in excess of $50,000.
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 or
she 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
or her 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.
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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 or she is not
entitled to indemnification. The disinterested members of the
board of directors (or independent legal counsel or the
shareholders) 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 Company's By-Laws 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
result of active and deliberate dishonesty and were material to
the cause of the 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 shareholders' 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 Company's By-Laws further provide that the Company shall
advance or promptly reimburse upon request any person entitled to
indemnification hereunder for all expenses, including attorneys'
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,
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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.
Exhibit 4(1) Three Year Credit Agreement
dated June 1, 1994 among Morgan Guaranty
Trust Company, certain banks named in
such Agreement, and the Company, as
amended July 20, 1995 (Incorporated by
reference to Exhibit 4(1) to the
Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1995
(Commission file number 1-4389)).
Exhibit 4(2) Amendment dated as of March
31, 1996 to the Three Year Credit
Agreement dated as of June 1, 1994 among
Morgan Guaranty Trust Company, certain
banks named in such agreement, and the
Company, as amended July 20, 1995
(Incorporated by reference to Exhibit
4(2) to the Company's Annual Report on
Form 10-K for the fiscal year ended June
30, 1997 (Commission file number 1-
4389)).
Exhibit 4(3) Shareholder Protection Rights
Agreement dated 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 number 1-4389)).
Exhibit 5 Opinion of Thomas P. Livingston,
Esq. (including Consent).
Exhibit 23(1) Consent of PricewaterhouseCoopers LLP.
Exhibit 23(2) Consent of Thomas P. Livingston, Esq.
(included in Exhibit 5).
Exhibit 24 Power of Attorney (contained on the
signature pages hereof).
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Item 9. Undertakings.
(a) The Company 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 (the "1933 Act");
(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; and
(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 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 Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability
under the 1933 Act, 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; and
(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 Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the 1934 Act) 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 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
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provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 30, 1998.
THE PERKIN-ELMER CORPORATION
By: /s/ William B. Sawch
William B. Sawch
Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
We, the undersigned directors and officers of the Company,
do hereby constitute and appoint Dennis L. Winger and William B.
Sawch, or either of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our
behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement,
including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including
post-effective amendments) hereto and we do hereby ratify and
confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
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.
/s/ Tony L.White Chairman of the Board, November 30, 1998
Tony L. White President and Chief
Executive Officer
(Principal Executive Officer)
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/s/Dennis L. Winger Senior Vice President and November 30, 1998
Dennis L. Winger Chief Financial Officer
(Principal Financial Officer)
/s/Ugo D. DeBlasi Corporate Controller November 30, 1998
Ugo D. DeBlasi (Principal Accounting
Officer)
/s/Joseph F. Abely, Jr. Director November 30, 1998
Joseph F. Abely, Jr.
/s/Richard H. Ayers Director November 30, 1998
Richard H. Ayers
/s/ Jean-Luc Belingard Director November 30, 1998
Jean-Luc Belingard
/s/ Robert H. Hayes Director November 30, 1998
Robert H. Hayes
/s/Georges C. St. Laurent, Jr. Director November 30, 1998
Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director November 30, 1998
Carolyn W. Slayman
/s/ Orin R. Smith Director November 30, 1998
Orin R. Smith
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EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of Thomas P. Livingston, Esq.
23(1) Consent of PricewaterhouseCoopers LLP
November 30, 1998
The Perkin-Elmer Corporation
761 Main Avenue
Norwalk, CT 06859-0001
Ladies and Gentlemen:
This opinion is being rendered in connection with the
preparation and filing by The Perkin-Elmer Corporation (the
"Company") of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the
proposed sale of up to 25,000 shares (the "Shares") of
the common stock, par value $1.00 per share (the "Common
Stock"), of the Company pursuant to The Perkin-Elmer
Corporation 1998 Stock Incentive Plan (the "Plan").
For purposes of the opinion expressed herein, I
have conducted such investigations of law and fact as I
have deemed necessary or appropriate.
Based upon the foregoing, I am of the opinion that,
assuming that there shall have been compliance with the
applicable provisions of the Securities Act and of state
securities or "blue sky" laws and that the consideration
received for the Shares is not less than the par value
thereof, upon the issuance and delivery of the Shares in
accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
Please note that if at any time in the future the
Common Stock is not listed on a national securities exchange
or regularly quoted in an over-the-counter market by one or
more members of a national or an affiliated securities
association, then, pursuant to Section 630 of the New York
Business Corporation Law, the ten largest shareholders of
the Company will be jointly and severally liable for all
debts, wages or salaries due and owing to any of the
Company's laborers, servants or employees, other than
contractors, for services performed by such persons for the
Company.
No opinion is expressed with respect to the laws of any
jurisdiction other than the United States of America and the
State of New York.
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I hereby consent to the use of this opinion as an
Exhibit to the Registration Statement and to the reference
to me in Item 5 of the Registration Statement, and any
amendments thereto filed in connection with the Plan.
Very truly yours,
/s/ Thomas P. Livingston
Thomas P. Livingston
Senior Corporate Attorney
and Assistant Secretary
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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 31, 1998, which appears on page 62 of the 1998 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, 1998. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page 25 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, CT
November 25, 1998
