-----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, AIcxsBcPlbb2qUcBdk/1HFheynsX2JK8cjH5QPFthTRRLD0PjkyZKSsa+hADy71z GxCJrtBJhV106jHgMt71qg== 0001125282-06-006457.txt : 20061020 0001125282-06-006457.hdr.sgml : 20061020 20061020171440 ACCESSION NUMBER: 0001125282-06-006457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060828 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20061020 DATE AS OF CHANGE: 20061020 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04389 FILM NUMBER: 061156136 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: PE CORP DATE OF NAME CHANGE: 19990129 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 8-K 1 b415357_8k.htm FORM 8K Prepared and filed by St Ives Financial

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

October 19, 2006
Date of report (Date of earliest event reported)

APPLERA CORPORATION
(Exact name of registrant as specified in its charter)

 Delaware  001-04389 06-1534213
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS Employer
Identification No.)

301 Merritt 7
Norwalk, Connecticut 06851
(Address of principal executive offices, including zip code)

(203) 840-2000
(Registrant’s telephone number, including area code)

N/A
(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:

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) (1) Director Stock Awards. Our directors were reelected to the Applera Corporation (the “Company”) Board of Directors (the “Board”) at our 2006 Annual Meeting of Stockholders, which was held on October 19, 2006 (the “2006 Annual Meeting”). In connection with their reelection, on October 19, 2006, the Management Resources Committee of our Board (the “MRC”) granted to each director an award of 2,600 shares of Applera Corporation – Applied Biosystems Group Common Stock (“Applera-Applied Biosystems stock”) pursuant to the Applera Corporation/Applied Biosystems Group Amended and Restated 1999 Stock Incentive Plan (the “Applera-Applied Biosystems Plan”) and 1,000 shares of Applera Corporation – Celera Genomics Group Common Stock (“Applera-Celera Genomics stock”) pursuant to the Applera Corporation/Celera Genomics Group Amended and Restated 1999 Stock Incentive Plan (the “Applera-Celera Genomics Plan”). Each of these awards will vest on the date immediately preceding the Applera 2007 Annual Meeting of Stockholders and will be forfeited by a director, subject to certain exceptions, if the director ceases to serve as a member of the Board prior to that date. Prior to vesting, a director has the right to receive cash dividends and to vote but may not transfer or otherwise dispose of the shares.

     (2) Director Stock Options. In connection with the reelection of our directors at the 2006 Annual Meeting, on October 19, 2006, the MRC granted to each director stock options for 9,000 shares of Applera-Applied Biosystems stock pursuant to the Applera-Applied Biosystems Plan and 3,600 shares of Applera-Celera Genomics stock pursuant to the Applera-Celera Genomics Plan. The options become exercisable in four equal annual installments commencing on October 19, 2007, the first anniversary of the grant, and have a term of ten years. The exercise price for the Applera-Applied Biosystems stock options is $33.74 per share, which was the fair market value of a share of Applera-Applied Biosystems stock on October 19, 2006, as determined in accordance with the Applera-Applied Biosystems Plan. The exercise price for the Applera-Celera Genomics stock options is $14.50 per share, which was the fair market value of a share of Applera-Celera Genomics stock on October 19, 2006, as determined in accordance with the Applera-Celera Genomics Plan.

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b) On October 20, 2006, the Company announced that Catherine M. Burzik had resigned her position as Senior Vice President and President, Applied Biosystems Group, and that Tony L. White, Chairman, President, and Chief Executive Officer of the Company, had become interim president of the Applied Biosystems Group. These management changes were effective October 19, 2006. Attached hereto as Exhibit 99.1 and incorporated by reference into this Item is the text of the Company’s October 20, 2006, press release announcing these changes.

Item 9.01.   Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibits are filed with this Report:

  Exhibit No.   Description
       
  99.1   Press Release issued October 20, 2006.

 


SIGNATURES

     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.

  APPLERA CORPORATION
     
  By: /s/ Thomas P. Livingston
    Thomas P. Livingston
    Vice President and Secretary

Dated: October 20, 2006

 


EXHIBIT INDEX

Exhibit No.   Description
     
99.1   Press Release issued October 20, 2006.

 


GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end EX-99.1 3 b415357_ex99-1.htm EXHIBIT 99.1 Prepared and filed by St Ives Financial

Exhibit 99.1

Contacts  
Media Investors
Ana Kapor Peter Fromen
650.638.6227 650.638.5828
ana.kapor@appliedbiosystems.com peter.fromen@appliedbiosystems.com
 

FOR IMMEDIATE RELEASE

APPLIED BIOSYSTEMS ANNOUNCES MANAGEMENT CHANGE

FOSTER CITY, Calif. – October 20, 2006 – Applied Biosystems (NYSE: ABI), an Applera Corporation business, announced today that President Catherine M. Burzik has resigned her position and that Tony L. White, chairman, president, and chief executive of Applera, will become interim president, partnering with the AB leadership team. The changes are effective immediately.

“Cathy has accepted a CEO position with a medical device company, and we wish her well,” said Mr. White. “She is an effective leader who made many contributions in her three years at Applied Biosystems. The business has a strong management team and organizational structure and is performing well, and we expect to continue with the strategies and the team that have revitalized the business. I will take on the role of interim president, collaborating with the executive team that is in place at Applied Biosystems. I will assume this role while the other members of the Board of Directors and I carefully consider our alternatives for the management succession.”

Ms. Burzik said, “Becoming a CEO of a significant public company has been a personal and professional goal of mine for a long time, and in my new role I will return to the medical device industry where I have spent the majority of my career. This opportunity also makes sense for my family. I am proud of the strong management team at Applied Biosystems and the repositioning we have accomplished, and I leave the company in a very healthy position.”

About Applera Corporation and Applied Biosystems

Applera Corporation consists of two operating groups. The Applied Biosystems Group serves the life science industry and research community by developing and marketing instrument-based systems, consumables, software, and services. Customers use these tools to analyze nucleic acids (DNA and RNA), small molecules, and proteins to make scientific discoveries and develop new pharmaceuticals. Applied Biosystems’ products also serve the needs of some markets outside of life science research, which we refer to as “applied markets,” such as the fields of: human identity testing (forensic and paternity testing); biosecurity, which refers to products needed in response to the threat of biological terrorism and other malicious, accidental, and natural biological dangers; and quality and safety testing, for example in food and the environment.

Applied Biosystems is headquartered in Foster City, CA, and reported sales of over $1.9 billion during fiscal 2006. The Celera Genomics Group is primarily a molecular diagnostics business that is using proprietary genomics and proteomics discovery platforms to identify and validate novel diagnostic markers, and is developing diagnostic products based on these markers as well as other known markers. Celera Genomics maintains a strategic alliance with Abbott Laboratories for the development and commercialization of molecular, or nucleic acid-based, diagnostic products, and it is also developing new diagnostic products outside of this alliance.

Through its genomics and proteomics research efforts, Celera Genomics is also discovering and validating therapeutic targets, and it is seeking strategic partnerships to develop therapeutic products based on these discovered targets. Information about Applera Corporation, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.applera.com, or by telephoning 800.762.6923.

Information about Applied Biosystems is available at http://www.appliedbiosystems.com/.


-----END PRIVACY-ENHANCED MESSAGE-----