-----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, IjL3H8Uwdjwrnw3XxfoxEhQB47y7C/yx5vv5oif1dQubanw0+KLIjty8Yijk+Z0S nS1M56OaaAYEdzK8v+njDw== 0001193125-06-015071.txt : 20060130 0001193125-06-015071.hdr.sgml : 20060130 20060130153502 ACCESSION NUMBER: 0001193125-06-015071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060130 DATE AS OF CHANGE: 20060130 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05075 FILM NUMBER: 06561802 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7814314131 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 8-K 1 d8k.htm FORM 8-K FORM 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): January 24, 2006

 

PerkinElmer, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Massachusetts   001-05075   04-2052042
(State or Other Jurisdiction
of Incorporation
  (Commission
File Number)
  (IRS Employer
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 1.01. Entry into a Material Definitive Agreement

 

(a) Change in Officers

 

On January 24, 2006, Robert F. Friel was named President of PerkinElmer Inc.’s Life and Analytical Sciences (LAS) unit, effective February 1, 2006. Mr. Friel will also continue to serve in his current role as Vice Chairman of PerkinElmer and a member of the Company’s Board of Directors. In connection with his new position, Mr. Friel’s annual base salary has been increased to $550,000, effective February 1, 2006.

 

Mr. Friel succeeds Peter B. Coggins, who retired from his position as President of PerkinElmer’s LAS unit and Senior Vice President of PerkinElmer, Inc., effective February 10, 2006. In connection with this transition, Mr. Coggins entered into a consulting arrangement, pursuant to which he will continue to support PerkinElmer as senior advisor after his retirement. The term sheet documenting this consulting agreement is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Also, John R. Roush was named a Senior Vice President of PerkinElmer effective January 24, 2006. Mr. Roush will continue to serve in his current role as President of the Company’s Optoelectronics unit.

 

(b) PIP Bonus Awards and 2006 Base Salaries

 

On January 24, 2006, the Compensation and Benefits Committee of the Board of Directors of PerkinElmer, Inc. (the “Compensation Committee”) approved payments for the second half of 2005 under PerkinElmer’s Performance Incentive Program (“PIP”) for the Company’s executive officers, including the Chief Executive Officer. The cash bonus amount specified for Mr. Summe includes an annual CEO bonus award approved by the Compensation Committee based on non-financial goals, including growth and innovation, quality and productivity, and organizational development. The attached Exhibit 99.2 summarizes the PIP payments for the second half of 2005 and is incorporated herein by reference.

 

In addition, on January 24, 2006, the Compensation Committee approved 2006 base salaries for the Company’s executive officers, which are listed on Exhibit 99.3 and are incorporated herein by reference. The base salaries are effective February 1, 2006 unless otherwise indicated.

 

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: January 30, 2006       By:   /s/    JEFFREY CAPELLO        
                Jeffrey Capello
               

Senior Vice President and Chief

Financial Officer


EXHIBIT INDEX

 

  Exhibit No.  

  

Description    


99.1    Term sheet for Consulting Agreement
99.2    Summary of 2005 Second Half PIP bonus payments
99.3    Summary of 2006 Base Salaries
EX-99.1 2 dex991.htm TERM SHEET FOR CONSULTING AGREEMENT TERM SHEET FOR CONSULTING AGREEMENT

Exhibit 99.1

 

Consulting Agreement – Term Sheet Dated as of January 24, 2006

 

PerkinElmer, Inc. (the “Company”) and Dr. Peter B. Coggins, currently Senior Vice President and President, PerkinElmer Life and Analytical Sciences, have agreed to enter into a Consulting Agreement after Dr. Coggins retires on substantially the following terms:

 

Effective Date:    April 10, 2006
Termination Date:    April 10, 2007
Consulting Services:    Consulting services to be provided equivalent to 50 work days during the term of the Agreement. The parties anticipate that such services will pertain to matters related to market, customer and technology developments. The nature and location of such services shall be determined by mutual agreement among Mr. Gregory L. Summe, Chief Executive Officer of the Company, Mr. Robert F. Friel, Vice Chairman of the Company, and Dr. Coggins.
Consulting Fee:    The equivalent in English Pounds (£) of U.S.$170,000 in the aggregate (using a fixed exchange rate of 1.7GBP to the USD), to be paid in approximately equal monthly installments beginning April 30, 2006 and ending April 30, 2007, by PerkinElmer, Ltd., a subsidiary of the Company located in Seer Green, the United Kingdom. All taxes and applicable deductions shall be the sole responsibility of Dr. Coggins. The Company shall also reimburse Dr. Coggins for reasonable and necessary expenses incurred or paid by him in connection with the performance of his consulting services, including the cost of first class travel. Dr. Coggins shall not be entitled to any benefits, coverages or privileges made available to employees of the Company.
Confidentiality; Inventions and Proprietary     
Information:    Dr. Coggins shall continue to remain bound by the terms of his Employee Patent and Proprietary Information Utilization Agreement dated July 14, 2002, a copy of which has previously been provided to Dr. Coggins, during the term of the Consulting Agreement.


Independent     
Contractor:    Dr. Coggins shall perform all services under the Consulting Agreement as an “independent contractor” and not as an employee or agent of the Company.
Governing Law:    This Consulting Agreement Term Sheet shall be governed by the laws of the Commonwealth of Massachusetts.
Enforceability:    Unless and until superceded by a written agreement executed by the parties, this Consulting Agreement Term Sheet shall constitute the entire agreement between the parties as to the subject hereof, and supercedes all prior oral and written agreements between the parties.

 

AGREED:

PERKINELMER, INC.

By:

  /s/    KATHERINE A. O’HARA        
    Katherine A. O’Hara
   

Senior Vice President,

General Counsel & Secretary

/s/    PETER B. COGGINS        
Peter B. Coggins
EX-99.2 3 dex992.htm SUMMARY OF 2005 SECOND HALF PIP BONUS PAYMENTS SUMMARY OF 2005 SECOND HALF PIP BONUS PAYMENTS

Exhibit 99.2

 

Summary of 2005 Second Half PIP Bonus Awards

 

Executive

Officer


  

Title


   Awards
Second Half 2005


Gregory L. Summe

   Chairman of the Board, Chief Executive Officer and President    $ 887,300

Robert F. Friel

   Vice Chairman and President of Life and Analytical Sciences    $ 325,187

Peter B. Coggins

   Senior Vice President    $ 114,333

Richard F. Walsh

   Senior Vice President, Human Resources    $ 164,063

John R. Roush

   Senior Vice President and President of Optoelectronics    $ 161,875

Jeffrey D. Capello

   Senior Vice President and Chief Financial Officer    $ 182,812

Katherine O’Hara

   Senior Vice President and General Counsel    $ 109,375
EX-99.3 4 dex993.htm SUMMARY OF 2006 BASE SALARIES SUMMARY OF 2006 BASE SALARIES

Exhibit 99.3

 

Summary of 2006 Base Salaries

 

Executive

Officer


  

Title


   Base Salary

 

Gregory L. Summe

   Chairman of the Board, Chief Executive Officer and President    $ 1,000,000  

Robert F. Friel

   Vice Chairman and President of Life and Analytical Sciences    $ 550,000  

Richard F. Walsh

   Senior Vice President, Human Resources    $ 375,000  

John R. Roush

   Senior Vice President and President of Optoelectronics    $ 350,000  

Jeffrey D. Capello

   Senior Vice President and Chief Financial Officer    $ 380,000  

Katherine O’Hara

   Senior Vice President and General Counsel    $ 375,000

 

Effective May 1, 2006.
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