Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delware 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/CELERA GENOMICS 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
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
PE Corporation - Celera
Genomics Group Common 5,000,000 $17.5313 $87,656,500 $24,369
Stock, par value $.01
per share (2)
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 - Celera Genomics Group Common Stock (the
"Common Stock") on the New York Stock Exchange on July 8,
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 B 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.
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") and The Perkin-Elmer Corporation ("Perkin-Elmer") with
the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(1) Perkin-Elmer's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.
(2) Perkin-Elmer's Quarterly Reports on Form 10-Q for
the quarters ended September 30 and December 31, 1998 and March
31, 1999.
(3) Perkin-Elmer's Current Reports on Form 8-K filed
July 10 and September 24, 1998 and March 16, 1999 and the Company's
Current Report on Form 8-K filed June 14, 1999.
(4) 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.
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/Celera Genomics
Group 1999 Stock Incentive Plan have been passed upon by Thomas
P. Livingston, Esq., 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.
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.
Item 8. Exhibits.
Exhibit 4 - 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 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.
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 July 9, 1999.
PE 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, July 9, 1999
Tony L. White President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Dennis L. Winger Senior Vice President and July 9, 1999
Dennis L. Winger Chief Financial Officer
(Principal Financial Officer)
/s/ Ugo D. DeBlasi Corporate Controller July 9, 1999
Ugo D. DeBlasi (Principal Accounting
Officer)
/s/ Joseph F. Abely, Jr. Director July 9, 1999
Joseph F. Abely, Jr.
/s/ Richard H. Ayers Director July 9, 1999
Richard H. Ayers
/s/ Jean-Luc Belingard Director July 9, 1999
Jean-Luc Belingard
/s/ Robert H. Hayes Director July 9, 1999
Robert H. Hayes
/s/ Arnold J. Levine Director July 9, 1999
Arnold J. Levine
/s/ Theodore E. Martin Director July 9, 1999
Theodore E. Martin
/s/ Georges C. St. Laurent, Jr. Director July 9, 1999
Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director July 9, 1999
Carolyn W. Slayman
/s/ Orin R. Smith Director July 9, 1999
Orin R. Smith
EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of Thomas P. Livingston, Esq.
23(1) Consent of PricewaterhouseCoopers LLP
July 9, 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 5,000,000 shares (the "Shares") of PE Corporation -
Celera Genomics Group Common Stock, par value $.01 per share
(the "Common Stock"), of the Company pursuant to the PE
Corporation/Celera Genomics Group 1999 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.
No opinion is expressed with respect to the laws of any
jurisdiction other than the United States of America and 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 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
July 8, 1999
