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): November 29, 2010

PERKINELMER, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-05075	04-2052042
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
940 Winter Street, Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

781-663-6900

(Registrant’s telephone number, including area code)

(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 2.01. Completion of Acquisition or Disposition of Assets.

On November 29, 2010, PerkinElmer, Inc. (the “Company”) completed the previously announced disposition of its Illumination and Detection Solutions (“IDS”) business to Excelitas Technologies Corp., formerly known as IDS Acquisition Corp. (the “Buyer”), a subsidiary of Veritas Capital Fund III, L.P., a New York- based private equity firm, pursuant to the terms of the master purchase and sale agreement between the Company and the Buyer, dated as of August 31, 2010 (the “Purchase Agreement”). The Company received $482.0 million in consideration for the IDS business, or approximately $500.0 million net of payments for acquired cash balances, subject to adjustment for working capital as of the closing of the sale. The business included the outstanding stock of certain subsidiaries of the Company located in Germany, Canada, China, Indonesia, the Philippines, the United Kingdom and the United States as well as specified assets and liabilities located in the United States, Singapore and Germany.

The foregoing description of the Purchase Agreement and sale does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8–K filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2010 and incorporated herein by reference.

A copy of the press release announcing the completion of the disposition is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Attached as Exhibit 99.1 hereto are unaudited pro forma consolidated statements of operations for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 that reflect the treatment of the IDS business as a discontinued operation and giving effect to the disposition. The Company has reflected the IDS business as a discontinued operation in the consolidated financial statements included in the Company’s Quarterly Report on Form 10–Q for the quarter ended October 3, 2010 which was filed with the SEC on November 10, 2010. The unaudited pro forma consolidated balance sheets as of October 3, 2010 and January 3, 2010 and unaudited pro forma consolidated statements of operations for the interim periods ended October 3, 2010 and October 4, 2009 giving effect to the disposition are reflected therein and are incorporated herein by reference.

(d) Exhibits

See Exhibit Index attached hereto which is incorporated herein by reference.

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: December 3, 2010	By:	/S/    JOEL S. GOLDBERG
	Name:	Joel S. Goldberg
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1 (1)	Master Purchase and Sales Agreement between PerkinElmer, Inc. and IDS Acquisition Corp., dated as of August 31, 2010, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on September 3, 2010 and incorporated herein by reference.
99.1	Unaudited pro forma consolidated statements of operations.
99.2	Press release of PerkinElmer, Inc. issued on November 29, 2010.

⁽¹⁾ The exhibits and schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.

EX-99.1

Exhibit 99.1

PERKINELMER, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

On November 29, 2010, PerkinElmer, Inc. (the “Company”) completed the previously announced disposition of its Illumination and Detection Solutions (“IDS”) business to Excelitas Technologies Corp., formerly known as IDS Acquisition Corp. (the “Buyer”), a subsidiary of Veritas Capital Fund III, L.P., a New York- based private equity firm, pursuant to the terms of the master purchase and sale agreement between the Company and the Buyer, dated as of August 31, 2010 (the “Purchase Agreement”). The Company received $482.0 million in consideration for the IDS business, or approximately $500.0 million net of payments for acquired cash balances, subject to adjustment for working capital as of the closing of the sale. The Buyer acquired the IDS business under the Purchase Agreement through the purchase of all outstanding stock of certain subsidiaries of the Company located in Germany, Canada, China, Indonesia, the Philippines, the United Kingdom and the United States as well as the purchase of certain assets and the assumption of certain liabilities of the IDS business held by the Company and by certain of the Company’s subsidiaries located in Singapore and Germany.

The unaudited pro forma consolidated statements of operations for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 give effect to the disposition of the IDS business. The Company has not presented the unaudited pro forma consolidated balance sheets as of October 3, 2010 and January 3, 2010 and unaudited pro forma consolidated statements of operations for the interim periods ended October 3, 2010 and October 4, 2009, as the effect of the disposition of the IDS business was reported as discontinued operations in the Company’s Quarterly Report on Form 10–Q for the quarter ended October 3, 2010, filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2010.

The unaudited pro forma consolidated statements of operations for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 have been derived from the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010 that has been filed with the SEC. The unaudited pro forma consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable.

The unaudited pro forma consolidated financial statements have been provided for informational purposes only. The unaudited pro forma consolidated financial statements do not purport to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements, including the notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended January 3, 2010 and its Quarterly Report on Form 10–Q for the quarter ended October 3, 2010, that have both been filed with the SEC.

PERKINELMER, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended January 3, 2010
	As Reported  (1)		Adjustment for IDS  Business (2)		Pro Forma
	(In thousands, except per share data)
Sales	$	1,812,202	$	261,436	$	1,550,766
Cost of sales		1,032,408		180,624		851,784
Selling, general and administrative expenses		504,699		36,407		468,292
Research and development expenses		107,251		16,470		90,781
Restructuring and lease charges, net		20,231		2,244		17,987
Operating income from continuing operations		147,613		25,691		121,922
Interest and other expense, net		16,936		1,149		15,787
Income from continuing operations before income taxes		130,677		24,542		106,135
Provision for income taxes		37,933		6,133		31,800
Income from continuing operations	$	92,744	$	18,409	$	74,335
Earnings per share from continuing operations:
Basic	$	0.80			$	0.64
Diluted	$	0.80			$	0.64
Weighted average shares of common stock outstanding:
Basic		116,250				116,250
Diluted		116,590				116,590

See accompanying notes to unaudited pro forma consolidated statements of operations.

PERKINELMER, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended December 28, 2008
	As Reported  (1)		Adjustment for IDS  Business (2)		Pro Forma
	(In thousands, except per share data)
Sales	$	1,959,991	$	300,323	$	1,659,668
Cost of sales		1,124,921		198,951		925,970
Selling, general and administrative expenses		524,816		38,447		486,369
Research and development expenses		108,943		15,910		93,033
Restructuring and lease charges, net		6,889		220		6,669
Operating income from continuing operations		194,422		46,795		147,627
Interest and other expense, net		45,609		1,570		44,039
Income from continuing operations before income taxes		148,813		45,225		103,588
Provision for income taxes		21,040		8,342		12,698
Income from continuing operations	$	127,773	$	36,883	$	90,890
Earnings per share from continuing operations:
Basic	$	1.09			$	0.77
Diluted	$	1.08			$	0.77
Weighted average shares of common stock outstanding:
Basic		117,659				117,659
Diluted		118,687				118,687

See accompanying notes to unaudited pro forma consolidated statements of operations.

PERKINELMER, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended December 30, 2007
	As Reported  (1)			Adjustment for IDS  Business (2)		Pro Forma
	(In thousands, except per share data)
Sales	$	1,728,877		$	292,407	$	1,436,470
Cost of sales		1,016,364			193,529		822,835
Selling, general and administrative expenses		441,177			38,487		402,690
Research and development expenses		104,891			14,623		90,268
Restructuring and lease charges, net		14,387			470		13,917
Gains on settlement of insurance claim		(15,346	)		—		(15,346	)
In-process research and development charges		1,502			—		1,502
Operating income from continuing operations		165,902			45,298		120,604
Interest and other expense, net		16,877			987		15,890
Income from continuing operations before income taxes		149,025			44,311		104,714
Provision for income taxes		16,477			2,689		13,788
Income from continuing operations	$	132,548		$	41,622		90,926
Earnings per share from continuing operations:
Basic	$	1.11				$	0.76
Diluted	$	1.09				$	0.75
Weighted average shares of common stock outstanding:
Basic		118,916					118,916
Diluted		120,605					120,605

See accompanying notes to unaudited pro forma consolidated statements of operations.

PERKINELMER, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(1) Represents results of operations as reported on the audited consolidated statements of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010.

(2) Represents results of operations of the IDS business. Tax effects have been determined based on the statutory rates in effect during each of those years.

EX-99.2

Exhibit 99.2

	PerkinElmer, Inc. 940 Winter Street Waltham, MA 02451 USA	Phone 781.663.6900 Fax 781.663.6052 www.perkinelmer.com

FOR IMMEDIATE RELEASE

November 29, 2010

PerkinElmer Completes Divestiture of Illumination and Detection

Solutions Business

Global leader in human and environmental health closes sale of IDS business to Excelitas

Technologies Corp., an affiliate of Veritas Capital Fund Management L.L.C.

WALTHAM, MA – November 29, 2010 – PerkinElmer, Inc. (NYSE: PKI), a global leader focused on improving the health and safety of people and the environment, today announced that it has completed the sale of its Illumination and Detection Solutions (IDS) business to Excelitas Technologies Corp., an affiliate of Veritas Capital Fund Management, L.L.C., a New York-based private equity firm.

On August 31, 2010, PerkinElmer entered into an agreement to sell the Company’s IDS business to Veritas, for approximately $500 million in cash ($482 million net of payment for acquired cash balances).

“We are very pleased to announce the completion of our divestiture of the IDS business,” said Robert Friel, chairman and CEO of PerkinElmer. “As announced in August, we believe this transaction enables us to be a more focused, less complex organization with reduced exposure to more cyclical end markets. The completion of the transaction also frees up capital to reinvest in our more attractive businesses, and pursue targeted acquisitions to complement and expand our portfolio, as well as repurchase shares.”

The IDS business consists of over 3,000 employees and 14 manufacturing facilities worldwide and is a leading global provider of high-performance specialty lighting and sensor components, subsystems and integrated solutions to major OEMs serving a number of applications within various health, environmental, and security segments. The business is expected to generate revenue of approximately $300 million in 2010.

Factors Affecting Future Performance

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating

to estimates and projections of future earnings per share, cash flow and revenue growth and other financial results, developments relating to our customers and end-markets, and plans concerning business development opportunities and divestitures. Words such as “believes,” “intends,” “anticipates,” “plans,” “expects,” “projects,” “forecasts,” “will” and similar expressions, and references to guidance, are intended to identify forward-looking statements. Such statements are based on management’s current assumptions and expectations and no assurances can be given that our assumptions or expectations will prove to be correct. A number of important risk factors could cause actual results to differ materially from the results described, implied or projected in any forward-looking statements. These factors include, without limitation: (1) markets into which we sell our products decline or do not grow as anticipated; (2) fluctuations in the global economic and political environments; (3) our failure to introduce new products in a timely manner; (4) our ability to execute acquisitions and license technologies, or to successfully integrate acquired businesses and licensed technologies into our existing business or to make them profitable; (5) our failure to adequately protect our intellectual property; (6) the loss of any of our licenses or licensed rights; (7) our ability to compete effectively; (8) fluctuation in our quarterly operating results and our ability to adjust our operations to address unexpected changes; (9) significant disruption in third-party package delivery and import/export services or significant increases in prices for those services; (10) disruptions in the supply of raw materials and supplies; (11) the manufacture and sale of products may expose us to product liability claims; (12) our failure to maintain compliance with applicable government regulations; (13) regulatory changes; (14) our failure to comply with healthcare industry regulations; (15) economic, political and other risks associated with foreign operations; (16) our ability to retain key personnel; (17) significant disruption in our information technology systems; (18) restrictions in our credit agreements; (19) our ability to realize the full value of our intangible assets; (20) significant fluctuations in our stock price; (21) reduction or elimination of dividends on our common stock; and (22) other factors which we describe under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q and in our other filings with the Securities and Exchange Commission. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

About PerkinElmer, Inc.

PerkinElmer, Inc. is a global leader focused on improving the health and safety of people and the environment. The Company has approximately 6,000 employees serving customers in more than 150 countries, and is a component of the S&P 500 Index. Additional information is available through www.perkinelmer.com or 1-877-PKI-NYSE.

# # #

PerkinElmer Contacts:

Investor Relations:

David C. Francisco

Vice President, Investor Relations

PerkinElmer, Inc.

(781) 663-5677

Media Contacts:

Stephanie R. Wasco

Vice President, Corporate Communications

(781) 663-5701

stephanie.wasco@perkinelmer.com

Mario Fante

Corporate Public Relations Manager

(781) 663-5602

mario.fante@perkinelmer.com