<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE
(State or other jurisdiction 06-1534213
of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
761 MAIN AVENUE
NORWALK, CONNECTICUT 06859-1000
(203) 762-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
WILLIAM B. SAWCH
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PE CORPORATION
761 MAIN AVENUE
NORWALK, CONNECTICUT 06859-0001
(203) 762-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
ANDREW R. KELLER PATRICK O'BRIEN
SIMPSON THACHER & BARTLETT ROPES & GRAY
425 LEXINGTON AVENUE ONE INTERNATIONAL PLACE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02110
PHONE: (212) 455-2000 PHONE: (617) 951-7000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/
The Securities Act registration statement number of the earlier effective
registration statement for the same offering is 333-95771.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
PE Corporation--Celera Genomics Group Common
Stock, par value $.01 per share............ 655,500 $225 $147,487,500 $38,936.70
Rights to Purchase Series B Participating
Junior Preferred Stock, par value $.01 per
share(1)................................... N/A N/A N/A N/A
PE Corporation--PE Biosystems Group Common
Stock, par value $.01 per share(2)......... N/A N/A N/A N/A
</TABLE>
(1) Prior to the occurrence of certain events, the Rights to purchase Series B
Participating Junior Preferred Stock, par value $.01 per share, will not be
evidenced separately from the related Celera Genomics Group Common Stock.
The value, if any, of the Rights is reflected in the market price of the
related Celera Genomics Group Common Stock. Accordingly, no separate fee is
paid.
(2) This registration statement also registers an indeterminate number of shares
of PE Biosystems Group Common Stock into which Celera Genomics Group Common
Stock may be converted pursuant to its terms. In accordance with
Rule 457(I) of the Securities Act of 1933, as amended, no separate fee is
paid.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 333-95771)
PE Corporation (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-3 in its entirety the Registration Statement on
Form S-3 (File No. 333-95771) declared effective on February 29, 2000 by the
Securities and Exchange Commission, including each of the documents filed by the
Company with the Commission as exhibits thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 February 29, 2000.
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<S> <C> <C>
PE CORPORATION
By: /s/ WILLIAM B. SAWCH
-----------------------------------------
Name: William B. Sawch
Title: Senior Vice President,
General Counsel and Secretary
</TABLE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Chairman of the Board of Directors,
/s/ TONY L. WHITE President and Chief Executive
---------------------------------- Officer (principal executive February 29, 2000
Tony L. White officer)
/s/ DENNIS L. WINGER Senior Vice President and Chief
---------------------------------- Financial Officer (principal February 29, 2000
Dennis L. Winger financial officer)
/s/ VIKRAM JOG Corporate Controller (principal
---------------------------------- accounting officer) February 29, 2000
Vikram Jog
/s/ RICHARD H. AYERS Director
---------------------------------- February 29, 2000
Richard H. Ayers
/s/ JEAN-LUC BELINGARD Director
---------------------------------- February 29, 2000
Jean-Luc Belingard
/s/ ROBERT H. HAYES Director
---------------------------------- February 29, 2000
Robert H. Hayes
/s/ ARNOLD J. LEVINE Director
---------------------------------- February 29, 2000
Arnold J. Levine
</TABLE>
II-1
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ THEODORE E. MARTIN Director
---------------------------------- February 29, 2000
Theodore E. Martin
/s/ GEORGES C. ST. LAURENT, JR. Director
---------------------------------- February 29, 2000
Georges C. St. Laurent, Jr.
/s/ CAROLYN W. SLAYMAN Director
---------------------------------- February 29, 2000
Carolyn W. Slayman
/s/ ORIN R. SMITH Director
---------------------------------- February 29, 2000
Orin R. Smith
/s/ JAMES R. TOBIN Director
---------------------------------- February 29, 2000
James R. Tobin
</TABLE>
II-2
<PAGE>
EXHIBIT TABLE
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<CAPTION>
EXHIBIT
NUMBER* DESCRIPTION
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<C> <S>
5.1 Opinion of Simpson Thacher & Bartlett as to the legality of
the securities.
8.1 Opinion of Simpson Thacher & Bartlett regarding tax matters.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1).
</TABLE>
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* All other exhibits are incorporated by reference to the registrant's
registration statement on Form S-3 (File No. 333-95771).
<PAGE>
Exhibit 5.1
February 29, 2000
PE Corporation
561 Main Avenue
Norwalk, Connecticut 06859-0001
Ladies and Gentlemen:
We have acted as counsel to PE Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3
(which, pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
incorporates by reference the Registration Statement on Form S-3, File No.
333-95771) filed by the Company with the Securities and Exchange Commission (the
"Registration Statement"), relating to the issuance by the Company of 655,500
shares of its PE Corporation - Celera Genomics Group common stock, par value
$.01 per share in connection with the offering described in the Registration
Statement (the "Shares") and the related Rights to Purchase Series B
Participating Junior Preferred Stock, par value $.01 per share (the "Rights").
We have examined (i) the Registration Statement, (ii) a form of the
share certificate and (iii) a form of the Rights certificate. We also have
examined the originals, or duplicates or certified or conformed copies, of such
records, agreements,
<PAGE>
PE Corporation -2- February 29, 2000
instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with
the opinions expressed herein. As to questions of fact material to this
opinion, we have relied upon certificates of public officials and of
officers and representatives of the Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that, when the Board of
Directors of the Company (the "Board") has taken all necessary corporate action
to authorize and approve the issuance of the Shares and Rights and upon payment
of the price and delivery in accordance with the applicable definitive
underwriting agreement approved by the Board, the Shares and Rights will be
validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter
PE Corporation -3- February 29, 2000
as Exhibit 5 to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 8.1
February 29, 2000
PE Corporation
761 Main Avenue
Norwalk, Connecticut 06859
Ladies and Gentlemen:
We have acted as special counsel to PE Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (which, pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, incorporates the Registration Statement on Form S-3, File No.
333-95771) filed by the Company with the Securities and Exchange Commission on
February 29, 2000 (the "Registration Statement") which provides for the public
offering of up to 655,500 shares of PE Corporation-Celera Genomics Group Common
Stock. All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the prospectus
(the "Prospectus") that is part of the Registration Statement.
In delivering this opinion letter, we have reviewed and relied upon
the Prospectus. In addition, we have examined such other documents, and have
made such other and further investigations, as we have deemed relevant and
necessary as a
<PAGE>
PE Corporation -2- February 29, 2000
basis for the opinion hereinafter set forth. In such examination, we have
assumed the authenticity of all documents submitted to us as originals and the
conformity to original documents of all copies of documents submitted to us. We
have also assumed that the offering of the Celera Genomics Group Common Stock
will be consummated in the manner described in the Prospectus.
Our examination of the Prospectus has, consistent with the nature of
our engagement, not included a review or investigation of the information
concerning the Company set forth therein or any other information set forth
therein, and, accordingly, we express no opinion or view with respect thereto.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby confirm (i) our opinions set forth in the
Prospectus under the caption "Certain United States Tax Consequences" and (ii)
that the statements set forth in the Prospectus under such caption, insofar as
they purport to constitute summaries of matters of United States federal tax law
and regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects.
Our opinion is based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder
<PAGE>
PE Corporation -3- February 29, 2000
and other relevant authorities and law, all as in effect on the date hereof.
Consequently, future changes in the law may cause the tax treatment of the
transaction referred to herein to be materially different from that described
above.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal law of the
United States.
We hereby consent to the filing of this opinion letter as Exhibit 8.1
to the Registration Statement and to the use of our name in the Prospectus under
the captions "Certain United States Tax Consequences" and "Legal Matters".
Very truly yours,
SIMPSON THACHER & BARTLETT
ex
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of PE Corporation of our reports dated July 30, 1999
relating to 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 1999 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 appears in such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 24, 2000
