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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PERKIN-ELMER CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 06-0490270
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(State of incorporation (IRS Employer
or organization) Identification No.)
761 MAIN AVENUE, NORWALK, CONNECTICUT 06859-0001
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of Securities registration of a class
pursuant to Section 12(b) of the of Securities pursuant to Section
Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box. / / following. /X/
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS G WARRANTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Perkin-Elmer Corporation (the "Company") hereby registers its Class G
Warrants (the "Warrants") to purchase Common Stock, par value $1.00 per share,
of the Company (the "Company Common Stock"). The Warrants were originally
issued by PerSeptive Biosystems, Inc., a Delaware corporation ("PerSeptive"), as
further described below. As a result of the Merger referred to below, the
Warrants, which were originally exercisable for shares of common stock, par
value $0.01 per share, of PerSeptive (the "PerSeptive Common Stock"), have
become exercisable for Company Common Stock.
On January 22, 1998, pursuant to an Agreement and Plan of Merger, dated as
of August 23, 1997 (the "Merger Agreement"), among the Company, PerSeptive and
Seven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
the Company ("Merger Sub"), Merger Sub was merged with and into PerSeptive, with
PerSeptive surviving the Merger as a wholly-owned subsidiary of the Company. In
the Merger, each share of PerSeptive Common Stock was converted into 0.1926 of a
share (the "Exchange Ratio") of Company Common Stock.
Pursuant to the terms of the Warrants, the warrant agreement with respect
to the Warrants and the Merger Agreement, effective as of the effective date of
the Merger, each outstanding and unexercised Warrant now entitles the holder
thereof to receive, upon exercise of such Warrant, such number of shares of
Company Common Stock receivable in the Merger by a holder of the number of
shares of PerSeptive Common Stock that such Warrant holder would have been
entitled to receive upon exercise of such Warrant had such Warrant holder
exercised such Warrant in full immediately prior to the effectiveness of the
Merger.
The Warrants were initially issued by PerSeptive pursuant to a settlement
(the "Settlement") of a class action securities lawsuit against PerSeptive and
certain of its officers, IN RE: PERSEPTIVE BIOSYSTEMS, INC. SECURITIES
LITIGATION (C.A. No. 94-12575 PBS), brought in the U.S. District Court for the
District of Massachusetts.
The Warrants are exercisable at any time through September 11, 2003. Prior
to the Merger, the exercise price per share of PerSeptive Common Stock issuable
pursuant to each Warrant was $12.66 per share. Effective as of the effective
date of the Merger, the exercise price of the Warrants was adjusted so that so
that the exercise price of the Warrants is now $65.73 per share of Company
Common Stock.
The exercise price and the number of shares of Company Common Stock
issuable upon exercise of each Warrant will be subject to further adjustment in
the event of stock splits, stock dividends, stock combinations or certain rights
offerings involving the Company Common Stock. The Company has the right to
reduce the exercise price for a period of not less than ninety days upon notice
to the holders. Fractional shares will not be issued upon exercise of the
Warrants. In lieu thereof, a cash adjustment based on the closing price of the
Company Common Stock for the five trading days preceding the date of exercise
will be made.
In the case of (i) any reclassification of the Company Common Stock or
capital reorganization of the Company, (ii) any consolidation, merger or other
business combination of the Company with another entity or (iii) any sale, lease
or transfer of all or substantially all of the assets of the Company, each
holder of an outstanding Warrant will have the right, upon subsequent exercise
of a Warrant, to
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purchase the kind and amount of shares of stock or other securities or property
receivable upon such reclassification, capital reorganization, consolidation,
merger, sale, lease or transfer by a holder of the number of shares of the
Company Common Stock that would have been received upon the exercise of such
Warrant immediately prior thereto. The Warrants do not confer upon the holder
any voting or preemptive rights, or any other rights as a stockholder of the
Company.
The Warrants may be exercised in whole or in part by the surrender of the
Warrants to the Company's warrant agent, with the warrant exercise form set
forth on the back thereof duly executed, and accompanied by cash or a certified
or official bank check, payable to the order of the Company in the amount of the
exercise price multiplied by the number of shares of Company Common Stock to be
acquired pursuant to such exercise.
The Company's warrant agent and registrar for the warrants is Bank
Boston, N.A.
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ITEM 2. EXHIBITS
EXHIBIT NO. EXHIBIT
1 Warrant Agreement dated as of September 11, 1995 between
PerSeptive and American Stock Transfer & Trust Company relating
to the Class G Warrants (incorporated by reference to Exhibit 4.1
to PerSeptive's Current Report on Form 8-K dated September 11,
1995 (Commission File No. 0-20032)).
2 Specimen of Class G Warrant (incorporated by reference to Exhibit
4.2 to PerSeptive's Current Report on Form 8-K dated September
11, 1995 (Commission File No. 0-20032)).
3 Stipulation and Compromise of Settlement dated as of June 14,
1995 relating to the action entitled IN RE: PERSEPTIVE
BIOSYSTEMS, INC. SECURITIES LITIGATION Civ. Action No. 94-12575
(PBS), brought in the U.S. District Court for the District of
Massachusetts (incorporated by reference to Exhibit 10.1 to
PerSeptive's Current Report on Form 8-K dated September 11, 1995
(Commission File No. 0-20032)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
THE PERKIN-ELMER CORPORATION
By: /s/ William B. Sawch
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William B. Sawch
Senior Vice President, General Counsel
and Secretary
Dated: February 9, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1 Warrant Agreement dated as of September 11, 1995 between
PerSeptive and American Stock Transfer & Trust Company relating
to the Class G Warrants (incorporated by reference to Exhibit 4.1
to PerSeptive's Current Report on Form 8-K dated September 11,
1995 (Commission File No. 0-20032)).
2 Specimen of Class G Warrant (incorporated by reference to Exhibit
4.2 to PerSeptive's Current Report on Form 8-K dated September
11, 1995 (Commission File No. 0-20032)).
3 Stipulation and Compromise of Settlement dated as of June 14,
1995 relating to the action entitled IN RE: PERSEPTIVE
BIOSYSTEMS, INC. SECURITIES LITIGATION Civ. Action No. 94-12575
(PBS), brought in the U.S. District Court for the District of
Massachusetts (incorporated by reference to Exhibit 10.1 to
PerSeptive's Current Report on Form 8-K dated September 11, 1995
(Commission File No. 0-20032)).
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