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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APPLERA 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)
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APPLERA CORPORATION/CELERA GENOMICS GROUP
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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WILLIAM B. SAWCH
Senior Vice President and General Counsel
APPLERA CORPORATION
761 Main Avenue
Norwalk, Connecticut 06859-0001
(203) 762-1000
(Name, Address, and Telephone Number of Agent for Service)
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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(1) Share (2) Price (2) Registration Fee
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Applera Corporation - Celera Genomics 2,900,000 $41.0938 $119,172,020 $31,680
Group Common Stock, par value $.01
per share (3)
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1. Together with an indeterminite number of additional shares that may be
issued to adjust the number of shares reserved for issuance pursuant to
the Applera Corporation/Celera Genomics Group 1999 Stock Incentive Plan
as the result of any future stock split, stock dividend, or similar
adjustment to the Applera Corporation - Celera Genomics Group Common
Stock (the "Common Stock").
2. 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 Common Stock on the New York
Stock Exchange on December 5, 2000. The maximum offering price per share
is estimated solely for purposes of calculating the registration fee.
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 "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 Applera
Corporation (formerly PE Corporation) (the "Company") (File No.: 333-82677) on
July 12, 1999 with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, is hereby incorporated by reference
in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock subject to
issuance pursuant to the Applera Corporation/Celera Genomics Group 1999 Stock
Incentive Plan have been passed upon by Thomas P. Livingston, Esq., 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 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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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 (included in Exhibit 5).
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 11, 2000.
APPLERA CORPORATION
By: /s/ William B. Sawch
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William B. Sawch
Senior Vice President and
General Counsel
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/ Tony L. White Chairman of the Board, December 11, 2000
------------------------------ President and
Tony L. White Chief Executive Officer
(Principal Executive Officer)
/s/ Dennis L. Winger Senior Vice President and December 11, 2000
------------------------------ Chief Financial Officer
Dennis L. Winger (Principal Financial Officer)
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/s/ Vikram Jog Controller December 11, 2000
------------------------------ (Principal Accounting Officer)
Vikram Jog
/s/ Richard H. Ayers Director December 11, 2000
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Richard H. Ayers
/s/ Jean-Luc Belingard Director December 11, 2000
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Jean-Luc Belingard
/s/ Robert H. Hayes Director December 11, 2000
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Robert H. Hayes
/s/ Arnold J. Levine Director December 11, 2000
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Arnold J. Levine
/s/ Theodore E. Martin Director December 11, 2000
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Theodore E. Martin
/s/ Georges C. St. Laurent, Jr. Director December 11, 2000
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Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director December 11, 2000
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Carolyn W. Slayman
/s/ Orin R. Smith Director December 11, 2000
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Orin R. Smith
/s/ James R. Tobin Director December 11, 2000
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James R. Tobin
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EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of Thomas P. Livingston, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
