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
DEFERRED COMPENSATION 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 to be Price Per Offering Registration
be Registered Registered Share Price (1) Fee
Deferred Compensation
Obligations (2) $6,000,000 100% $6,000,000 $ 1,668
1. Estimated solely for purposes of determining the
registration fee.
2. The Deferred Compensation Obligations are unsecured
obligations of The Perkin-Elmer Corporation to pay deferred
compensation in the future in accordance with the terms of The
Perkin-Elmer Corporation Deferred Compensation Plan.
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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 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 contents of the Company's Registration
Statement on Form S-8 (Registration No. 333-45187), including
"Description of Securities" (Item 4),"Interests of Named Experts
and Counsel"(Item 5), "Indemnification of Directors and Officers"
(Item 6), and "Undertakings" (Item 9).
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (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
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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.
Incorporated by reference. See Item 3.
Item 5. Interests of Named Experts and Counsel.
Incorporated by reference. See Item 3.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference. See Item 3.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 4 - The Perkin-Elmer Corporation Deferred
Compensation Plan (incorporated by
reference to Exhibit 4 to the Company's
Registration Statement on Form S-8
(No. 333-45187)).
Exhibit 5 - Opinion of Thomas P. Livingston, Esq.
(including Consent).
Exhibit 23(1) - Consent of PricewaterhouseCoopers LLP
.
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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.
Incorporated by reference. See Item 3.
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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 January 29, 1999.
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, January 29, 1999
Tony L. White President and Chief
Executive Officer
(Principal Executive Officer)
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/s/Dennis L. Winger Senior Vice President and January 29, 1999
Dennis L. Winger Chief Financial Officer
(Principal Financial Officer)
/s/Ugo D.DeBlasi Corporate Controller January 29, 1999
Ugo D. DeBlasi (Principal Accounting
Officer)
/s/Joseph F. Abely, Jr. Director January 29, 1999
Joseph F. Abely, Jr.
/s/Richard H. Ayers Director January 29, 1999
Richard H. Ayers
/s/Jean Luc Belingard Director January 29, 1999
Jean-Luc Belingard
/s/Robert H. Hayes Director January 29, 1999
Robert H. Hayes
Director January __, 1999
Georges C. St. Laurent, Jr.
/s/Carolyn W. Slayman Director January 29, 1999
Carolyn W. Slayman
/s/Orin R. Smith Director January 29, 1999
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
January 29, 1999
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, with respect to the registration of $6,000,000
of Deferred Compensation Obligations which represent unsecured
obligations of the Company to pay compensation deferred by
employees under the terms of The Perkin-Elmer Corporation
Deferred Compensation 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,
when issued in accordance with the terms of the Plan, the
Deferred Compensation Obligations will be valid and binding
obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency, or
other similar laws affecting creditors' rights generally or
by general equitable principles.
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.
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 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
January 28, 1999
