SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ACLARA BioSciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00461P 10 6
(CUSIP Number)
Thomas P. Livingston, Esq.
PE Corporation
761 Main Avenue
Norwalk, CT 06859
(203) 762-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 8 Pages
<PAGE>
CUSIP No. 00461P 10 6 13D Page 2 of 8 Pages
<TABLE>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PE Corporation 06-1534213
- ------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP* (b) [x]
- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
- ------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,746,293
SHARES -------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,746,293
WITH -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,746,293
- ------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- ------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
CUSIP No. 00461P 10 6 13D Page 3 of 8 Pages
<TABLE>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Perkin-Elmer Corporation 06-0490270
- ------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP* (b) [x]
- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
- ------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,746,293
SHARES -------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,746,293
WITH -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,746,293
- ------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- ------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8 Pages
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $.001 per share (the "Common Stock"), of ACLARA
BioSciences, Inc. (the "Issuer"). The address of the principal executive offices
of the Issuer is 1288 Pear Avenue, Mountain View, California 94043.
Item 2. Identity and Background.
This Schedule 13D is being filed by PE Corporation, a Delaware
corporation, and The Perkin-Elmer Corporation, a New York corporation and
wholly-owned subsidiary of PE Corporation (each, a "Reporting Person"). The
principal offices of the Reporting Persons are located at 761 Main Avenue,
Norwalk, Connecticut, 06859.
PE Corporation is a supplier of products, services, and information in
the life sciences and in genomics. PE Corporation conducts its business
activities through its PE Biosystems Group and its Celera Genomics Group. The PE
Biosystems Group is principally engaged in the development, marketing, and
support of systems consisting of instruments, reagents, and software that are
used in basic life sciences research, pharmaceutical research and development,
diagnostics, forensics, and food testing. The Celera Genomics Group is
principally engaged in the generation, sale, and support of genomic, proteomic,
and related biological and medical information and the development and sale of
related products and services. PE Corporation conducts these businesses
indirectly through The Perkin-Elmer Corporation and its other subsidiaries.
The name, address, present principal occupation or employment, and
citizenship of each director and executive officer of PE Corporation are set
forth on Schedule I hereto and are incorporated herein by reference. The
executive officers of The Perkin-Elmer Corporation are the same as the executive
officers of PE Corporation. Certain of such executive officers serve as the
directors of The Perkin-Elmer Corporation and are so identified on Schedule I.
During the past five years, neither Reporting Person nor, to the
knowledge of either Reporting Person, any of their directors or executive
officers: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Perkin-Elmer Corporation purchased 925,926 shares of the Issuer's
Series E Redeemable Preferred Stock on April 28, 1998, for an aggregate purchase
price of $2,500,000. Such shares of Series E Redeemable Preferred Stock were
purchased by The Perkin-Elmer Corporation using its working capital and were not
purchased with funds borrowed for the purpose of acquiring, holding, trading, or
voting such shares. In connection with the Issuer's initial public offering of
Common Stock on March 24, 2000
Page 4 of 8 Pages
<PAGE>
(the "IPO"), such shares of Series E Redeemable Preferred Stock were converted
into 1,388,889 shares of Common Stock without the payment of any additional
consideration by The Perkin-Elmer Corporation.
The Perkin-Elmer Corporation purchased 746,269 shares of the Issuer's
Series G Redeemable Preferred Stock on April 29, 1999, for an aggregate purchase
price of $3,000,001. Such shares of Series G Redeemable Preferred Stock were
purchased by The Perkin-Elmer Corporation using its working capital and were not
purchased with funds borrowed for the purpose of acquiring, holding, trading, or
voting such shares. In connection with the IPO, such shares of Series G
Redeemable Preferred Stock were converted into 1,119,404 shares of Common Stock
without the payment of any additional consideration by The Perkin-Elmer
Corporation.
On March 24, 2000, The Perkin-Elmer Corporation purchased 238,000
shares of Common Stock in the IPO for an aggregate purchase price of $4,998,000.
Such shares of Common Stock were purchased by The Perkin-Elmer Corporation using
its working capital and were not purchased with funds borrowed for the purpose
of acquiring, holding, trading, or voting such shares.
Item 4. Purpose of Transaction.
The shares of Common Stock described herein (and the shares of
preferred stock which were converted into Common Stock as described in Item 3
above) were acquired by The Perkin-Elmer Corporation for investment purposes.
Except as described below, neither Reporting Person nor, to the knowledge of
either Reporting Person, any of their directors or executive officers, has any
plans or proposals with respect to the Issuer which relate to or would result in
any of the events described in Item 4 of Schedule 13D. The Reporting Persons
intend to review the Issuer's business on a regular basis and may in the future
propose that the Issuer take one or more of the actions described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Persons beneficially own an aggregate of 2,746,293
shares of Common Stock which represents 8.4% of the issued and outstanding
shares of Common Stock (based on the number of shares outstanding as contained
in the Issuer's most recently available filing with the Securities and Exchange
Commission). As of the date hereof, neither Reporting Person nor, to the
knowledge of either Reporting Person, any of their directors or executive
officers otherwise beneficially owns any shares of Common Stock.
(b) The Perkin-Elmer Corporation has sole voting and sole dispositive
power with respect to all shares of Common Stock which are owned by the The
Perkin-Elmer Corporation. PE Corporation, by virtue of its ownership of all of
the issued and outstanding capital stock of The Perkin-Elmer Corporation, may
also be deemed to have sole voting and sole dispositive power with respect to
such shares.
Page 5 of 8 Pages
<PAGE>
(c) On March 24, 2000, The Perkin-Elmer Corporation purchased 238,000
shares of Common Stock in the IPO for an aggregate purchase price of $4,998,000.
Except as set forth in the immediately preceding sentence, there have not been
any transactions in the Common Stock effected by or for the account of either
Reporting Person or, to the knowledge of either Reporting Person, any of their
directors or executive officers, during the past 60 days.
(d) Subject to the following sentence, no person other than The
Perkin-Elmer Corporation has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, shares of Common
Stock owned by The Perkin-Elmer Corporation. PE Corporation, by virtue of its
ownership of all of the issued and outstanding capital stock of The Perkin-Elmer
Corporation, may also be deemed to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, shares
of Common Stock owned by The Perkin-Elmer Corporation.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
The Perkin-Elmer Corporation is a party to an Amended and Restated
Investor Rights Agreement dated as of December 30, 1999, pursuant to which the
Issuer has granted to certain of its stockholders, including The Perkin-Elmer
Corporation, certain demand and incidental registration rights with respect to
the Common Stock held by such stockholders, including The Perkin-Elmer
Corporation. In addition, Dr. Michael W. Hunkapiller, an executive officer of
both Reporting Persons, is a member of the Board of Directors of the Issuer. Dr.
Hunkapiller does not have any individual rights with respect to the shares of
Common Stock being reported herein. Except as provided above in this Item 6,
neither Reporting Person nor, to the knowledge of either Reporting Person, any
of their directors of executive officers, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The Reporting Persons incorporate by reference the Amended and Restated
Investor Rights Agreement dated as of December 30, 1999, among the Issuer, The
Perkin-Elmer Corporation and certain other holders of the Common Stock, which
was included as Exhibit 10.4 to the Issuer's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on January 20, 2000
(Commission File No. 333-95107).
Page 6 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PE CORPORATION
By: /s/ William B. Sawch
--------------------
William B. Sawch
Senior Vice President and General Counsel
THE PERKIN-ELMER CORPORATION
By: /s/ William B. Sawch
--------------------
William B. Sawch
Senior Vice President and General Counsel
Dated: March 31, 2000
Page 7 of 8 Pages
<PAGE>
Schedule I
All persons named below have a business address at 761 Main Avenue,
Norwalk, CT 06859 except as set forth below. All persons named below are U.S.
citizens except Jean-Luc Belingard who is a French citizen.
<TABLE>
<CAPTION>
Directors of PE Corporation
---------------------------
Name Position
---- --------
<S> <C>
Mr. Tony L. White Chairman, President and Chief Executive Officer, PE Corporation
Mr. Richard H. Ayers Retired
Mr. Jean-Luc Belingard Chief Executive Officer, Pierre Fabre S.A.
Dr. Robert H. Hayes Professor, Harvard Business School
Dr. Arnold J. Levine President and Chief Executive Officer, Rockefeller University
Mr. Theodore E. Martin Retired
Dr. Carolyn W. Slayman Professor and Deputy Dean, Yale University School of Medicine
Mr. Orin R. Smith Chairman and Chief Executive Officer, Engelhard Corporation
Mr. Georges C. St. Laurent, Jr. Principal, St. Laurent Properties
Mr. James R. Tobin President and Chief Executive Officer,
Boston Scientific Corporation
<CAPTION>
Executive Officers of PE Corporation
------------------------------------
Name Position
---- --------
<S> <C>
Mr. Tony L. White* Chairman, President and Chief Executive Officer
Dr. Peter Barrett Vice President
Dr. Samuel E. Broder Vice President
Mr. Ugo D. DeBlasi Assistant Controller
Mr. Ronald D. Edelstein Vice President
Dr. Elaine J. Heron Vice President
Dr. Michael W. Hunkapiller Senior Vice President, and President, PE Biosystems Group
Mr. Vikram Jog Corporate Controller
Mr. Joseph E. Malandrakis Vice President
Dr. Kenneth D. Noonan Senior Vice President
William B. Sawch, Esq.* Senior Vice President and General Counsel
Mr. Gregory T. Schiffman Assistant Controller
Ms. Deborah A. Smeltzer Assistant Controller
Ms. Joyce A. Sziebert Vice President, Human Resources
Dr. J. Craig Venter Senior Vice President, and President, Celera Genomics Group
Mr. Dennis L. Winger* Senior Vice President and Chief Financial Officer
</TABLE>
*Also serves as director of The Perkin-Elmer Corporation
Page 8 of 8 Pages
