-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GHtcL+e0w1buzUYBRkspYcen89T5TgNjnUhvgsafEvS1KJJ4WPCTtj43JeJFPQBl Lh5+9y2yKaoJy42c6laHOw== 0000950135-01-501528.txt : 20010531 0000950135-01-501528.hdr.sgml : 20010531 ACCESSION NUMBER: 0000950135-01-501528 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010530 EFFECTIVENESS DATE: 20010530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-81759 FILM NUMBER: 1651015 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 S-8 POS 1 b39528pis-8pos.txt PERKINELMER, INC. 1 Registration No. 333-81759 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERKINELMER, INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-2052042 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02481 (Address of Principal Executive Offices) (Zip Code) 1999 INCENTIVE PLAN 2001 INCENTIVE PLAN (Full Title of the Plan) TERRANCE L. CARLSON SENIOR VICE PRESIDENT AND GENERAL COUNSEL PERKINELMER, INC. 45 WILLIAM STREET WELLESLEY, MA 02481 (Name and Address of Agent for Service) (781) 237-5100 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- TITLE OF PROPOSED MAXIMUM SECURITIES AMOUNT OFFERING PROPOSED MAXIMUM AMOUNT OF TO BE TO BE PRICE AGGREGATE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE PRICE FEE - -------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par 3,500,000 $31.19(2) $109,165,000(2) $30,347.87(3) value (including preferred shares(1) stock purchase rights attached thereto) - ---------------------------------------------------------------------------------------------------------
2 (1) Previously registered pursuant to Registration Statement No. 333-81759, filed with the Securities and Exchange Commission on June 28, 1999. (2) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on the New York Stock Exchange on June 22, 1999 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. (3) Previously paid. --------------------------------------------- EXPLANATORY NOTE This registration statement relates to 3,500,000 shares of the Registrant's Common Stock that may be issued under the Registrant's 1999 Incentive Plan, or, to the extent not issued under the 1999 Incentive Plan, the Registrant's 2001 Incentive Plan. This Post-Effective Amendment No. 1 has been filed to add the Registrant's 2001 Incentive Plan to this registration statement. 3 PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's 1999 Incentive Plan and 2001 Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: (1) the Registrant's Current Report on Form 8-K filed with the Commission on August 1, 2000; (2) the Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed; (3) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (2) above; (4) the description of the common stock of the Registrant, $1.00 par value per share (the "Common Stock"), contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and (5) the description of the preferred stock purchase rights of the Registrant, which is contained in the Registrant's Registration Statement on Form 8-A (File No. 1-05075) filed with the Commission on February 9, 1995, as amended by Amendment No. 1 to Form 8-A (File No. 1-05075) filed with the Commission on February 9, 1995, as this description may be further amended from time to time. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the 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. 4 Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 67, Chapter 156B of the General Laws of the Commonwealth of Massachusetts, as amended (the "Massachusetts Business Corporation Law"), and Article V, Section 9 of the Registrant's Bylaws, to which reference is hereby made, contain provisions authorizing indemnification by the Registrant of directors, officers, employees or agents against certain liabilities and expenses, which they may incur as directors, officers, employees or agents of the Registrant or of certain other entities. Section 67, Chapter 156B of the Massachusetts Business Corporation Law provides that the indemnification of directors, officers, employees and agents of a corporation and persons who serve at the corporation's request as directors, officers, employees and other agents of another organization may be provided to whatever extent as shall be specified by (i) the articles of organization of the corporation or (ii) a bylaw adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Unless otherwise provided in the articles of organization or the bylaws, the indemnification of any persons described above who are not directors of the corporation may be provided by the corporation to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding prior to the final disposition of such action or proceeding, upon receipt of an undertaking by the indemnified person to repay such payment if he shall be adjudicated to be not entitled to indemnification under Section 67, Chapter 156B of the Massachusetts Business Corporation Law. Any indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization. Indemnification may not be provided for any person with respect to any matter as to which that person shall have been adjudicated in any proceeding to not have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. Section 65, Chapter 156B of the Massachusetts Business Corporation Law provides a limitation on the imposition of liability under other sections of the Massachusetts Business Corporation Law. Under this Section, a director, officer or incorporator of a corporation is to perform his duties in good faith and in a manner he reasonably believes to be in the best interests of the corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Such director, officer or incorporator is entitled to rely on information, opinions, reports or records, including financial statements, books of accounts and other financial records, which are prepared by or presented by or under the supervision of (i) one or more officers or employees of the corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters that the director, officer or incorporator reasonably believes to be within such a person's professional expert competence, or (iii) in the case of a director, a duly constituted committee of the Board of Directors upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to 5 merit confidence. If a director, officer or incorporator performs his duties in the manner that is set forth above, that fact shall be an absolute defense to any claim asserted against him except as expressly provided by statute. Section 13, Chapter 156B of the Massachusetts Business Corporation Law provides that the articles of organization of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62, Chapter 156B of the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Six of the Restated Articles of Organization of the Registrant contains a provision consistent with Section 13, Chapter 156B of the Massachusetts Business Corporation Law and provides that to the fullest extent permitted by the Massachusetts Business Corporation Law, a director of the Registrant shall not be personally liable to the Registrant or its stockholder for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. Section 9 of Article V of the Bylaws of the Registrant contains provisions relating to the indemnification of directors and officers of the Registrant, which are consistent with Section 67, Chapter 156B of the Massachusetts Business Corporation Law. This Section provides that no indemnification will be provided to any person who was or is a director or officer with respect to any matter as to which such person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation; nor shall indemnification be provided where the corporation is required or has undertaken to submit to a court the question of whether or not indemnification by it is against public policy and it has been finally determined that such indemnification is against public policy; provided, however, that, prior to such final adjudication, the corporation may compromise and settle any such claims and liabilities and pay such expenses, if such settlement or payment, or both, appears, in the judgment of a majority of those members of the Board of Directors who are not directly involved in such matters, to be for the best interest of the corporation as evidenced by a resolution to that effect adopted after receipt by the corporation of a written opinion of counsel for the corporation that, based upon the facts available to such counsel such person has not acted in a manner that would prohibit indemnification. Section 67, Chapter 156B of the Massachusetts Business Corporation Law also contains provisions authorizing a corporation to obtain insurance on behalf of any director, officer, employee or agent of the corporation against liabilities, whether or not the corporation would have the power to indemnify against such liabilities. The Registrant maintains directors' and officers' liability and company reimbursement liability insurance. Subject to certain deductibles, such insurance will pay up to $50,000,000 per year on claims or errors and omissions against the Registrant's directors and officers and will reimburse the Registrant for amounts paid to indemnify directors and officers against the costs of such claims pursuant to the Registrant's Bylaws. 6 Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated 7 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. 3. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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, 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 Securities Act and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Massachusetts on May 22, 2001. PERKINELMER, INC. By: /s/ Terrance L. Carlson ----------------------------------- Terrance L. Carlson Senior Vice President and General Counsel SIGNATURES Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * - ---------------------- President, Chief Executive May 22, 2001 Gregory L. Summe Officer, and Chairman of the Board of Directors (Principal Executive Officer) * - ---------------------- Senior Vice President and Chief May 22, 2001 Robert F. Friel Financial Officer (Principal Financial Officer and Principal Accounting Officer) * - ---------------------- Director May 22, 2001 Tamara J. Erickson - ---------------------- Director Kent F. Hansen * - ---------------------- Director May 22, 2001 John F. Keane * - ---------------------- Director May 22, 2001 Nicholas A. Lopardo - ---------------------- Director Greta E. Marshall * - ---------------------- Director May 22, 2001 Michael C. Ruettgers 9 * - ---------------------- Director May 22, 2001 Gabriel Schmergel * - ---------------------- Director May 22, 2001 Kenton J. Sicchitano - ---------------------- Director G. Robert Tod * By: /s/ Terrance L. Carlson ----------------------------- Terrance L. Carlson Attorney-in-fact 10 EXHIBIT INDEX Exhibit NUMBER DESCRIPTION - ------- ----------- 4.1 Restated Articles of Organization of the Registrant filed with the Securities and Exchange Commission on March 30, 1999 as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K and incorporated herein by reference. 4.2 Articles of Amendment to the Company's Restated Articles of Organization were filed with the Securities and Exchange Commission on November 5, 1999 as Exhibit 3 to the Registrant's Current Report on Form 8-K and incorporated herein by reference. 4.3 Articles of Amendment to the Company's Restated Articles of Organization were filed with the Securities and Exchange Commission on May 14, 2001 as Exhibit 3 to the Registrant's Current Report on Form 8-K and incorporated herein by reference. 4.4 Amended and Restated By-laws of the Registrant filed with the Securities and Exchange Commission on March 28, 2000 as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 2000 and incorporated herein by reference. 4.5 Amended and Restated Rights Agreement dated as of January 30, 2001 between the Registrant and Mellon Investor Services LLC, as Rights Agent, filed with the Securities and Exchange Commission on March 26, 2001 as Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference. 4.6 Specimen Certificate of Common Stock, $1.00 par value per share, of the Registrant filed with the Securities and Exchange Commission on November 5, 1999 as Exhibit 4 to the Registrant's Current Report on Form 8-K and incorporated herein by reference. 5.1 Opinion of Hale and Dorr LLP. 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP was filed with the Securities and Exchange Commission on March 26, 2001 as Exhibit 23 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference. 23.3 Consent of Ernst & Young LLP was filed with the Securities and Exchange Commission on August 1, 2000 as Exhibit 23.1 to the Registrant's Current Report on Form 8-K and incorporated herein by reference. 23.4 Consent of PricewaterhouseCoopers LLP was filed with the Securities and Exchange Commission on August 1, 2000 as Exhibit 23.2 to the Registrant's Current Report on Form 8-K and incorporated herein by reference. 24.1# Power of Attorney. 99.1# 1999 Incentive Plan of the Registrant. 99.2 2001 Incentive Plan of the Registrant filed with the Securities and Exchange Commission on March 12, 2001 as Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A and incorporated herein by reference. - ---------------------------- # Previously filed. EX-5.1 2 b39528piex5-1.txt OPINION OF HALE AND DORR LLP 1 EXHIBIT 5.1 HALE AND DORR LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 May 29, 2001 PerkinElmer, Inc. 45 William Street Wellesley, Massachusetts 02481 Re: 1999 Incentive Plan and 2001 Incentive Plan ------------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of Post-Effective Amendment No. 1 to a Registration Statement on Form S-8 (the "Registration Statement") (File No. 333-81759) to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 3,500,000 shares of Common Stock, $1.00 par value per share (the "Shares"), of PerkinElmer, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1999 Incentive Plan and 2001 Incentive Plan (the "Plans"). We have examined the Restated Articles of Organization of the Company, as amended to date, and the By-Laws of the Company, as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the completeness and accuracy of all corporate records provided to us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable. 2 It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP HALE AND DORR LLP -----END PRIVACY-ENHANCED MESSAGE-----