As filed with the Securities and Exchange Commission on June 9, 2000.
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
POST-EFFECTIVE
AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933
________
PE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-1534213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
761 Main Avenue, Norwalk, Connecticut 06859
(Address of principal executive offices) (Zip Code)
PARACEL, INC. STOCK OPTION PLAN
(Full title of the plan)
William B. Sawch, Esq.
Senior Vice President and General Counsel
761 Main Avenue
Norwalk, Connecticut 06859-0001
(Name and address of agent for service)
(203) 762-1000
(Telephone number, including area code,
of agent for service)
Copies to:
Richard A. Garvey, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
This Post-Effective Amendment covers shares of PE Corporation - Celera
Genomics Group Common Stock, par value $.01 per share (including the rights
associated with those shares pursuant to PE Corporation's Shareholder
Protection Rights Agreement), of the Registrant originally registered
on the Registration Statement on Form S-4 (the "Registration Statement")
to which this Post-Effective Amendment is an amendment. The registration
fees in respect of the securities registered hereby were paid at the
time of the original filing of the Registration Statement.
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PART I
Item 1. Plan Information.
Not required to be filed with this Post-Effective Amendment.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Post-Effective Amendment.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents were filed with the Securities and Exchange
Commission by PE Corporation ("PE"):
(i) PE's Annual Report on Form 10-K for the year ended June 30, 1999;
(ii) PE's Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 1999, December 31, 1999 and March 31, 2000;
(iii) PE's Current Reports on Form 8-K filed on March 15, 2000 and
March 24, 2000; and
(iv) The descriptions of PE Corporation - Celera Genomics Group Common
Stock, par value $.01 per share ("Celera Common Stock"), of PE set forth in
PE's registration statements filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by PE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been
sold or which deregisters all of such securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein 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 document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any 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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
PE'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. The DGCL provides that
indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
Our certificate of incorporation and bylaws provide for indemnification
of our directors and officers to the fullest extent permitted by law.
As permitted by sections 102 and 145 of the DGCL, our certificate of
incorporation eliminates a director's personal liability for monetary damages
to PE 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 PE 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 PE are covered by insurance policies
indemnifying 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.
3.1 Certificate of Incorporation of PE (incorporated by reference to
Exhibit 3.1 to PE's Quarterly Report on Form 10-Q for the fiscal
year quarter ended March 31, 1999 (Commission File No. 1-4389)).
3.2 Bylaws of PE (incorporated by reference to Exhibit 3.2 to PE's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999 (Commission File No. 1-4389)).
4 Shareholder Protection Rights Agreement, dated as of April 28,
1999, between PE and BankBoston, N.A. (incorporated by reference
to Exhibit 4.1 to the PE's Registration Statement on Form S-4
(No. 333-67797)).
5.2 Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued
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23.1 Consent of PricewaterhouseCoopers LLP as to the financial
statements of PE.
23.2 Consent of Simpson Thacher & Bartlett (contained in Exhibit
5.2).
24 Powers of Attorney (incorporated by reference to Exhibit 24.1 of
the Registration Statement on Form S-4 (Registration No. 333-
38881) of PE).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement
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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
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officer or controlling person in connection with the securities
being registered, the registrant 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 Act and will be governed by the final adjudication of such
issue.
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EXHIBIT INDEX
Exhibit
Number Description
______ ___________
3.1 Certificate of Incorporation of PE (incorporated
by reference to Exhibit 3.1 to PE's Quarterly
Report on Form 10-Q for the fiscal year quarter
ended March 31, 1999 (Commission File No. 1-4389)).
3.2 Bylaws of PE (incorporated by reference to Exhibit
3.2 to PE's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999 (Commission
File No. 1-4389)).
4 Shareholder Protection Rights Agreement, dated as
of April 28, 1999, between PE and BankBoston, N.A.
(incorporated by reference to Exhibit 4.1 to the
PE's Registration Statement on Form S-4 (No. 333-
67797)).
5.2* Opinion of Simpson Thacher & Bartlett regarding the
legality of securities being issued.
23.1* Consent of PricewaterhouseCoopers LLP as to the
financial statements of PE.
23.2* Consent of Simpson Thacher & Bartlett (contained in
Exhibit 5).
24 Powers of Attorney (incorporated by reference to
Exhibit 24.1 of the Registration Statement on Form
S-4 (Registration No. 333-35080) of PE).
* filed herewith
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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 the requirements for filing Form S-8 and has duly caused this post-
effective amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norwalk, State of Connecticut, on June 9,
2000.
PE CORPORATION
By /s/ William B. Sawch
______________________________
Name: William B. Sawch
Title: Senior Vice President
and General Counsel
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.
Signature Title Date
/s/ Tony L. White * Chairman of the Board June 9, 2000
__________________________ of Directors,
President and Chief
Executive Officer
(principal executive
officer)
/s/ Dennis L. Winger * Senior Vice President, June 9, 2000
__________________________ Chief Financial
Officer and Treasurer
(principal financial
officer)
/s/ Vikram Jog * Corporate Controller June 9, 2000
__________________________ (principal accounting
officer)
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/s/ Richard H. Ayers * Director June 9, 2000
__________________________
/s/ Robert H. Hayes * Director June 9, 2000
--------------------------
/s/ Arnold J. Levine * Director June 9, 2000
__________________________
/s/ Theodore E. Martin * Director June 9, 2000
__________________________
/s/ Georges C. St. Laurent, Jr.* Director June 9, 2000
__________________________
/s/ Carolyn W. Slayman * Director June 9, 2000
__________________________
/s/ Orin R. Smith * Director June 9, 2000
__________________________
/s/ James R. Tobin * Director June 9, 2000
__________________________
/s/ William B. Sawch
__________________________
* William B. Sawch,
as attorney-in-fact
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