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)
PE CORPORATION/PE BIOSYSTEMS GROUP
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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
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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 4,000,000 $80.0313 $320,125,200 $84,513
Common Stock, par value $.01 per share (2)
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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 "Common Stock") on the New York Stock Exchange on
November 24, 1999. 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 "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.
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The contents of the Registration Statement on Form S-8 filed by PE
Corporation (the "Company") (File No.: 333-82679) on July 12, 1999 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, is hereby incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit 23(1) - Consent of PricewaterhouseCoopers LLP.
Exhibit 24 - Power of Attorney (contained on the signature pages
hereof).
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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 December 2, 1999.
PE CORPORATION
By: /s/ William B. Sawch
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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.
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<S> <C> <C>
/s/ Tony L. White Chairman of the Board, December 2, 1999
- ----------------------------- President and Chief
Tony L. White Executive Officer
(Principal Executive Officer)
/s/ Dennis L. Winger Senior Vice President and December 2, 1999
- ----------------------------- Chief Financial Officer
Dennis L. Winger (Principal Financial Officer)
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/s/ Vikram Jog Corporate Controller December 2, 1999
- ----------------------------- (Principal Accounting
Vikram Jog Officer)
/s/ Richard H. Ayers Director December 2, 1999
- -----------------------------
Richard H. Ayers
/s/ Jean-Luc Belingard Director December 2, 1999
- -----------------------------
Jean-Luc Belingard
Director , 1999
- -----------------------------
Robert H. Hayes
Director , 1999
- -----------------------------
Arnold J. Levine
/s/ Theodore E. Martin Director December 2, 1999
- -----------------------------
Theodore E. Martin
/s/ Georges C. St. Laurent, Jr. Director December 2, 1999
- -----------------------------
Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director December 2, 1999
- -----------------------------
Carolyn W. Slayman
/s/ Orin R. Smith Director December 2, 1999
- -----------------------------
Orin R. Smith
/s/ James R. Tobin Director December 2, 1999
- ---------------------------
James R. Tobin
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EXHIBIT INDEX
Exhibit No. Exhibit
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23(1) Consent of PricewaterhouseCoopers LLP
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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
November 29, 1999
