Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1534213
(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)
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PE CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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WILLIAM B. SAWCH
Senior Vice President, General Counsel and Secretary
PE CORPORATION
761 Main Avenue
Norwalk, Connecticut 06859-0001
(203) 762-1000
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
PE Corporation - PE Biosystems Group
Common Stock, par value $.01 per share (2) 1,000,000 $80.0313 $80,031,300 $21,129
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PE Corporation - Celera Genomics Group
Common Stock, par value $.01 per share (3) 600,000 $48.50 $29,100,000 $ 7,683
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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 PE Corporation - PE Biosystems
Group Common Stock (the "PE Biosytems Stock") and the PE Corporation -
Celera Genomics Group Common Stock (the "Celera Stock" and, together with
the PE Biosystems Stock, the "Common Stock") on the New York Stock Exchange
on November 24, 1999 and November 22, 1999, respectively. 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 Series A
Participating Junior Preferred Stock, par value $.01 per share, of the
Registrant (the "Series A Rights"). Until the occurrence of certain
prescribed events, the Series A Rights are not exercisable, are evidenced
by the certificates for PE Biosystems Stock, and will be transferred along
with and only with such securities. Thereafter, separate rights
certificates will be issued representing one Series A Right for each share
of PE Biosystems Stock held, subject to adjustment pursuant to
anti-dilution provisions.
3. This Registration Statement also pertains to rights to purchase Series B
Participating Junior Preferred Stock, par value $.01 per share, of the
Registrant (the "Series B Rights" and, together with the Series A Rights,
the "Rights")). Until the occurrence of certain prescribed events, the
Series B Rights are not exercisable, are evidenced by the certificates for
Celera Stock, and will be transferred along with and only with such
securities. Thereafter, separate rights certificates will be issued
representing one Series B Right for each share of Celera Stock held,
subject to adjustment pursuant to anti-dilution provisions.
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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 PE 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, 1999.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
(3) The descriptions of the Company's Common Stock and Rights
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 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.
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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 PE Corporation 1999 Employee Stock Purchase Plan have
been passed upon by Thomas P. Livingston, Esq., Assistant Secretary of the
Company. Mr. Livingston is an officer of the Company and a holder of shares (and
options to purchase shares) of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action (except settlements or judgments in
derivative suits), suit, or proceeding in which such person is made a party by
reason of his or her being or having been a director, officer, employee, or
agent of the Company, in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Company's certificate of incorporation and by-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
law.
As permitted by Sections 102 and 145 of the DGCL, the Company's
certificate of incorporation eliminates a director's personal liability for
monetary damages to the Company and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty except for liability under Section
174 of the DGCL, for liability for any breach of the director's duty of loyalty
to the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or for any
transaction from which the director derived an improper personal benefit.
The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act which might be incurred by them in
such capabilities and against which they cannot be indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit 4(1) - Certificate of Incorporation of PE
Corporation (incorporated by reference to
Annex II to the Proxy Statement and
Prospectus included in the Company's
Registration Statement on Form S-4 (No.
333-67797)).
Exhibit 4(2) - By-laws of PE Corporation (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4
(No. 333-67797)).
Exhibit 4(3) - Rights Agreement between PE Corporation and
BankBoston, N.A. (incorporated by reference
to Exhibit 4.1 to the Company's Registration
Statement on Form S-4 (No. 333-67797)).
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).
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
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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 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, 1999.
PE CORPORATION
By: /s/ William B. Sawch
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William B. Sawch
Senior Vice President, General
Counsel and Secretary
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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.
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<S> <C> <C>
/s/ Tony L. White Chairman of the Board, November 30, 1999
----------------------------- President and Chief
Tony L. White Executive Officer
(Principal Executive Officer)
/s/ Dennis L. Winger Senior Vice President and November 30, 1999
----------------------------- Chief Financial Officer
Dennis L. Winger (Principal Financial Officer)
/s/ Vikram Jog Corporate Controller November 30, 1999
----------------------------- (Principal Accounting
Vikram Jog Officer)
/s/ Richard H. Ayers Director November 30, 1999
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Richard H. Ayers
/s/ Jean-Luc Belingard Director November 30, 1999
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Jean-Luc Belingard
Director , 1999
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Robert H. Hayes
<PAGE>
Director , 1999
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Arnold J. Levine
/s/ Theodore E. Martin Director November 30, 1999
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Theodore E. Martin
/s/ Georges C. St. Laurent, Jr. Director November 30, 1999
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Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director November 30, 1999
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Carolyn W. Slayman
/s/ Orin R. Smith Director November 30, 1999
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Orin R. Smith
/s/ James R. Tobin Director November 30, 1999
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James R. Tobin
</TABLE>
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Thomas P. Livingston, Esq.
23(1) Consent of PricewaterhouseCoopers LLP
PE Corporation
761 Main Avenue
Norwalk, CT 06859-0199
November 30, 1999
PE Corporation
761 Main Avenue
Norwalk, CT 06859-0001
Ladies and Gentlemen:
This opinion is being rendered in connection with the preparation and
filing by PE 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 1,000,000 shares
of PE Corporation - PE Biosystems Group Common Stock, par value $.01 per share
(the "PE Biosystems Shares"), and up to 600,000 shares of PE Corporation -
Celera Genomics Group Common Stock, par value $.01 per share (the "Celera
Shares" and, together with the PE Biosystems Shares, the "Shares"), of the
Company pursuant to the PE Corporation 1999 Employee Stock Purchase 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.
No opinion is expressed with respect to the laws of any jurisdiction
other than the United States of America and the General Corporation Law of the
State of Delaware.
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
Assistant Secretary
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated July 30, 1999 on the
combined financial statements of PE Biosystems Group, the combined financial
statements of Celera Genomics Group and the consolidated financial statements of
PE Corporation, which appear in the Annual Report to Stockholders of PE
Corporation, which is incorporated by reference in PE Corporation's Annual
Report on Form 10-K for the year ended June 30, 1999. We also consent to the
incorporation by reference of our reports dated July 30, 1999 relating to the
Financial Statement Schedules, which appear in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Stamford, Connecticut
November 29, 1999
