SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Strategic Diagnostics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
862700101
(CUSIP Number)
William B. Sawch, Esq.
PE Corporation (NY)
(Formerly The Perkin-Elmer Corporation)
761 Main Avenue
Norwalk, CT 06859
(203) 762-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 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 6 Pages
<PAGE>
CUSIP No. 862700101 13D/A Page 2 of 6 Pages
<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PE Corporation (NY) 06-0490270 (Formerly The Perkin-Elmer Corporation)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 876,224
SHARES --------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 876,224
WITH --------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
876,224
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.294%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
<PAGE>
This Amendment No. 1 to Schedule 13D relating to shares of common
stock, par value $0.01 per share (the "Issuer Common Stock"), of Strategic
Diagnostics Inc., a Delaware corporation (the "Issuer"), is being filed to
report the fact that the Reporting Person has sold shares of Issuer Common
Stock. Reference is made to the Schedule 13D filed by the Reporting Person
(under its former name The Perkin-Elmer Corporation) with the Securities and
Exchange Commission on January 9, 1997. Items not included in this Amendment
No. 1 are either not amended or are not applicable.
Item 2. Identity and Background.
In connection with the recapitalization of the Reporting Person on May
6, 1999, the Reporting Person became a wholly-owned subsidiary of PE
Corporation, a Delaware corporation. The principal offices of PE Corporation are
located at 761 Main Avenue, Norwalk, Connecticut 06859. On May 25, 2000, the
Reporting Person changed its name from The Perkin-Elmer Corporation to PE
Corporation (NY).
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 Reporting Person and its other subsidiaries.
The name, address, present principal occupation or employment, and
citizenship of each director and executive officer of the Reporting Person and
PE Corporation are set forth on Schedule I hereto and are incorporated herein by
reference. The executive officers of the Reporting Person are the same as the
executive officers of PE Corporation. Certain of such executive officers serve
as the directors of the Reporting Person and are so identified on Schedule I.
During the past five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any of its directors or executive officers or
any of the directors or executive officers of PE Corporation: (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 5. Interest in Securities of Issuer.
(a) The Reporting Person beneficially owns an aggregate of 876,224
shares of Issuer Common Stock which represents 5.294% of the issued and
outstanding shares of Issuer Common Stock (based on the number of shares
outstanding as of March 31, 2000, as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2000). As of the date
hereof, none of the Reporting Person, PE Corporation or, to the knowledge of the
Reporting Person, any of their directors or executive officers, otherwise
beneficially own any shares of Issuer Common Stock.
(b) Subject to the following sentence, the Reporting Person has sole
voting and sole dispositive power with respect to all shares of Issuer Common
Stock which are owned by the Reporting Person. PE Corporation, by virtue of its
ownership of all of the issued and outstanding capital stock of the Reporting
Person, may also be deemed to have sole voting and sole dispositive power with
respect to such shares.
(c) The Reporting Person sold the following number of shares of Issuer
Common Stock on the following dates at the average prices per share set forth in
the following table:
Page 3 of 6
<PAGE>
<TABLE>
<CAPTION>
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Date No. of Shares Average Price Per Share
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<S> <C> <C>
June 7, 2000 4,400 $6.2500
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June 8, 2000 1,000 $6.1250
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June 9, 2000 6,000 $6.0625
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June 12, 2000 17,700 $6.1522
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June 13, 2000 3,100 $6.0000
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June 19, 2000 10,000 $5.8750
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June 20, 2000 75,000 $5.8125
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June 21, 2000 50,000 $5.8125
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June 22, 2000 80,000 $6.2278
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June 23, 2000 27,700 $6.2071
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June 26, 2000 33,100 $6.1545
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June 27, 2000 75,000 $5.9800
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June 28, 2000 37,000 $5.6926
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June 29, 2000 11,500 $5.3152
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June 30, 2000 1,000 $5.3750
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</TABLE>
All of such sales were effected by UBS Warburg LLC on behalf of the Reporting
Person through the NASDAQ National Market. Except as set forth in this Section
5(c), there have not been any transactions in the Issuer Common Stock effected
by or for the account of the Reporting Person, PE Corporation or, to the
knowledge of the 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
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, shares of Issuer Common Stock
owned by the Reporting Person. PE Corporation, by virtue of its ownership of all
of the issued and outstanding capital stock of the Reporting Person, 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 Issuer Common Stock
owned by the Reporting Person.
(e) Not applicable.
Page 4 of 6
<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 (NY)
By: /s/ William B. Sawch
---------------------------------------
William B. Sawch
Senior Vice President and General Counsel
Dated: June 30, 2000
Page 5 of 6
<PAGE>
Schedule I
All persons named below have a business address at 761 Main Avenue,
Norwalk, CT 06859. All persons named below are U.S. citizens except Jean-Luc
Belingard, who is a French citizen.
Directors of PE Corporation
<TABLE>
<CAPTION>
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
</TABLE>
Executive Officers of PE Corporation
<TABLE>
<CAPTION>
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 Reporting Person
Page 6 of 6
