8-K 1 a5005891.txt PERKINELMER, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2005 PerkinElmer, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 001-05075 04-2052042 -------------------------------------------------------------------------------- (State or Other Juris- (Commission (IRS Employer diction of Incorporation File Number) Identification No.) 45 William Street, Wellesley, Massachusetts 02481 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (781) 237-5100 Not applicable. -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events On October 25, 2005, PerkinElmer, Inc. ("PerkinElmer") announced that it has commenced a cash tender offer for any and all of its outstanding 8 7/8% Senior Subordinated Notes due 2013. As part of this offer, PerkinElmer is soliciting noteholders' consents to amend certain of the provisions of the notes and the indenture under which the notes were issued to eliminate substantially all of the restrictive covenants and certain of the events of default contained in the indenture. A copy of the press release relating to the announcement of the tender offer and consent solicitation for the notes is attached to this current report on Form 8-K as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (d) Exhibits See Exhibit Index attached hereto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERKINELMER, INC. Date: October 27, 2005 By: /s/ Robert F. Friel ----------------------------------- Robert F. Friel Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release entitled "PerkinElmer Initiates Tender Offer And Consent Solicitation," issued by PerkinElmer, Inc. on October 25, 2005