-----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, V35xFJcjmURHeAh2hCF5OUH6ZK8OGpINv0L6dl3hO4yT7gyEa3lo2wa1+w0f96vt v8gB/yHeQLCj9M0G4shKBA== 0001125282-02-003843.txt : 20021220 0001125282-02-003843.hdr.sgml : 20021220 20021220154927 ACCESSION NUMBER: 0001125282-02-003843 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021220 EFFECTIVENESS DATE: 20021220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLERA CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061534213 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102063 FILM NUMBER: 02864986 BUSINESS ADDRESS: STREET 1: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038402000 MAIL ADDRESS: STREET 1: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 FORMER COMPANY: FORMER CONFORMED NAME: PE CORP DATE OF NAME CHANGE: 19990129 S-8 1 b321859_s8.txt REGISTRATION STATEMENT Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- APPLERA 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) 301 MERRITT 7 NORWALK, CONNECTICUT 06851-1070 (Address of Principal Executive Offices, including Zip Code) ---------------- APPLERA CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) ---------------- WILLIAM B. SAWCH Senior Vice President and General Counsel APPLERA CORPORATION 301 Merritt 7 Norwalk, Connecticut 06851-1070 (203) 840-2000 (Name, Address, and Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE
===================================================================================================================== Proposed Amount to be Maximum Proposed Maximum Title of Securities to be Registered Registered Offering Price Aggregate Offering Amount of (1) Per Share (4) Price (4) Registration Fee - --------------------------------------------------------------------------------------------------------------------- Applera Corporation - Applied 1,000,000 $17.63 $17,630,000 $1,622 Biosystems Group Common Stock, par value $.01 per share (2) - --------------------------------------------------------------------------------------------------------------------- Applera Corporation - Celera Genomics 1,500,000 $10.135 $15,202,500 $1,399 Group Common Stock, par value $.01 per share (3) =====================================================================================================================
1. Together with an indeterminate number of additional shares that may be issued to adjust the number of shares reserved for issuance pursuant to the Applera Corporation 1999 Employee Stock Purchase Plan as the result of any future stock split, stock dividend, or similar adjustment to the Applera Corporation - Applied Biosystems Group Common Stock (the "Applera - Applied Biosystems Stock") or the Applera Corporation - Celera Genomics Group Common Stock (the "Applera - Celera Stock"). 2. This Registration Statement also includes rights to purchase Series A Participating Junior Preferred Stock, par value $.01 per share, of the Registrant (the "Series A Rights"). Until the occurrence of certain prescribed events, the Series A Rights are not exercisable, are evidenced by the certificates for Applera - Applied Biosystems Stock, and will be transferred along with and only with such securities. Thereafter, separate Series A Rights certificates will be issued representing one Series A Right for each share of Applera - Applied Biosystems Stock held, subject to adjustment pursuant to anti-dilution provisions. 3. This Registration Statement also includes rights to purchase Series B Participating Junior Preferred Stock, par value $.01 per share, of the Registrant (the "Series B Rights"). Until the occurrence of certain prescribed events, the Series B Rights are not exercisable, are evidenced by the certificates for Applera - Celera Stock, and will be transferred along with and only with such securities. Thereafter, separate Series B Rights certificates will be issued representing one Series B Right for each share of Applera - Celera Stock held, subject to adjustment pursuant to anti-dilution provisions. 4. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for the Applera - Applied Biosystems Stock and Applera - Celera Stock on the New York Stock Exchange on December 16, 2002. The maximum offering price per share is estimated solely for purposes of calculating the registration fee. =============================================================================== The contents of the Registration Statement on Form S-8 filed by Applera Corporation (formerly PE Corporation) (the "Company") (File No. 333-91771) on November 30, 1999, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Legal matters in connection with the shares of Applera - Applied Biosystems Stock and Applera - Celera Stock subject to issuance pursuant to the Applera Corporation 1999 Employee Stock Purchase Plan have been passed upon by Thomas P. Livingston, Esq., Secretary of the Company. Mr. Livingston owns Applera - Applied Biosystems Stock and Applera - Celera Stock and options to purchase Applera - Applied Biosystems Stock and Applera - Celera Stock with an aggregate value in excess of $50,000. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Exhibit 3.1 Restated Certificate of Incorporation of Applera Corporation (incorporated by reference to Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2000 (Commission file No. 1-4389)). Exhibit 3.2 Bylaws of Applera Corporation (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 (No. 333-67797)). Exhibit 3.3 Certificate of Designations of Series A Participating Junior Preferred Stock and Series B Participating Junior Preferred Stock (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (No. 333-67797)). Exhibit 4.1 Stockholder Protection Rights Agreement dated as of April 28, 1999, between Applera Corporation and BankBoston N.A. (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (No. 333-67797)). Exhibit 4.2 Amendment to Rights Agreement dated as of April 17, 2002, among BankBoston, N.A., EquiServe Trust Company, N.A., and the Company (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (Commission file number 1-4389)). 2 Exhibit 5 Opinion of Thomas P. Livingston, Esq. (including consent). Exhibit 10.1 Applera Corporation 1999 Employee Stock Purchase Plan, as amended October 17, 2002 (incorporated by reference to Appendix A to Schedule 14A, filed September 6, 2002, containing the Company's definitive Proxy Statement for its 2002 Annual Meeting of Stockholders (Commission file number 1-4389)). Exhibit 23.1 Consent of PricewaterhouseCoopers LLP. Exhibit 23.2 Consent of Thomas P. Livingston, Esq. (included in Exhibit 5). Exhibit 24 Power of Attorney (contained on the signature pages hereof). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on December 20, 2002. APPLERA CORPORATION By: /s/ William B. Sawch ---------------------------------------- William B. Sawch Senior Vice President and General Counsel POWER OF ATTORNEY We, the undersigned directors and officers of the Company, do hereby constitute and appoint Dennis L. Winger and William B. Sawch, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. 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.
/s/ Tony L. White Chairman of the Board, December 20, 2002 - ---------------------------- President and Tony L. White Chief Executive Officer (Principal Executive Officer)
4
/s/ Dennis L. Winger Senior Vice President and December 20, 2002 - --------------------------- Chief Financial Officer Dennis L. Winger (Principal Financial Officer) /s/ Vikram Jog Controller December 20, 2002 - --------------------------- (Principal Accounting Officer) Vikram Jog /s/ Richard H. Ayers Director December 20, 2002 - --------------------------- Richard H. Ayers /s/ Jean-Luc Belingard Director December 20, 2002 - --------------------------- Jean-Luc Belingard /s/ Robert H. Hayes Director December 20, 2002 - --------------------------- Robert H. Hayes /s/ Arnold J. Levine Director December 20, 2002 - --------------------------- Arnold J. Levine /s/ Theodore E. Martin Director December 20, 2002 - --------------------------- Theodore E. Martin /s/ Carolyn W. Slayman Director December 20, 2002 - --------------------------- Carolyn W. Slayman /s/ Orin R. Smith Director December 20, 2002 - --------------------------- Orin R. Smith /s/ Georges C. St. Laurent, Jr. Director December 20, 2002 - --------------------------------- Georges C. St. Laurent, Jr. /s/ James R. Tobin Director December 20, 2002 - --------------------------- James R. Tobin
5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 5 Opinion of Thomas P. Livingston, Esq. (including consent). Exhibit 23.1 Consent of PricewaterhouseCoopers LLP. Exhibit 23.2 Consent of Thomas P. Livingston, Esq. (included in Exhibit 5). Exhibit 24 Power of Attorney (contained on the signature pages hereof). EX-5 3 b321859_ex-5.txt OPINION Exhibit 5 December 20, 2002 Applera Corporation 301 Merritt 7 Norwalk, CT 06851-1070 Ladies and Gentlemen: This opinion is being rendered in connection with the preparation and filing by Applera Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the proposed sale of up to 1,000,000 shares of Applera Corporation - Applied Biosystems Group Common Stock, par value $.01 per share (the "Applied Biosystems Shares"), and up to 1,500,000 shares of Applera Corporation - Celera Genomics Group Common Stock, par value $.01 per share (the "Celera Shares" and, together with the Applied Biosystems Shares, the "Shares"), of the Company pursuant to the Applera Corporation 1999 Employee Stock Purchase Plan (the "Plan"). For purposes of the opinion expressed herein, I have conducted such investigations of law and fact as I have deemed necessary or appropriate. Based upon the foregoing, I am of the opinion that, assuming that there shall have been compliance with the applicable provisions of the Securities Act and of state securities or "blue sky" laws and that the consideration received for the Shares is not less than the par value thereof, upon the issuance and delivery of the Shares in accordance with the terms of the Plan, the Shares will be legally issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the reference to me in Item 5 of the Registration Statement, and any amendments thereto filed in connection with the Plan. Very truly yours, /s/ Thomas P. Livingston -------------------------- Thomas P. Livingston Secretary EX-23.1 4 b321859_ex23-1.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 25, 2002 relating to the consolidated financial statements, which appears in the 2002 Annual Report to Stockholders of Applera Corporation, which is incorporated by reference in Applera Corporation's Annual Report on Form 10-K for the year ended June 30, 2002. We also consent to the incorporation by reference of our report dated July 25, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Stamford, Connecticut December 20, 2002 -----END PRIVACY-ENHANCED MESSAGE-----