SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2001
------------------
PerkinElmer, Inc.
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-5075 04-2052042
---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 13, 2001, PerkinElmer, Inc. (the "Company") completed its
acquisition of Packard BioScience Company, a Delaware Corporation ("Packard
BioScience"). Pursuant to an Agreement and Plan of Merger, dated as of July 13,
2001 (the "Merger Agreement"), by and among the Company, Pablo Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company
("Merger Sub"), and Packard BioScience, Merger Sub was merged with and into
Packard BioScience and, at 8:30 a.m. EST on November 13, 2001 (the "Effective
Time"), Packard BioScience became a wholly-owned subsidiary of the Company (the
"Merger").
Packard BioScience is a global developer, manufacturer and marketer of
instruments and related consumables and services for use in drug discovery and
other life sciences research, such as basic human disease research and
biotechnology. Packard BioScience is primarily focused on the areas of drug
screening, functional genomics and proteomics. The Company currently intends to
use Packard BioScience's plant, equipment and other physical property
substantially in the manner such plant, equipment and other physical property
were used by Packard BioScience immediately prior to the Merger.
As a result of the Merger, each outstanding share of Packard BioScience's
common stock was converted into the right to receive 0.311 of a share (the
"Exchange Ratio") of the Company's common stock, par value $1.00 per share
("Common Stock"). Excluding shares to be issued upon exercise of option assumed
by the Company, the Company expects to issue approximately 21,701,773 shares of
Common Stock in the Merger. Pursuant to the terms of the Merger Agreement, no
fractional shares of Common Stock will be issued in the Merger,
and each Packard BioScience stockholder otherwise entitled to receive a
fractional share of Common Stock will receive cash in an amount
equal to such fractional part of a share of the Company's common stock
multiplied by $27.285. Following the Effective Time, Packard BioScience's 9 3/8%
Senior Subordinated Notes in the aggregate principal amount of approximately
$118 million will remain outstanding, and will be reflected in PerkinElmer's
consolidated financial statements. The purchase price was based upon the
Company's determination of the fair value of Packard BioScience, and the terms
of the Merger Agreement were determined by arms-length negotiation among the
parties.
In addition, pursuant to the Merger Agreement, each outstanding option to
purchase Packard BioScience common stock under Packard BioScience's stock option
plans has been assumed by the Company (each, an "Assumed Option"). At the
Effective Time, each Assumed Option became a fully vested option to purchase
that number of shares of Common Stock as is equal to the number of shares of
Packard BioScience common stock that was subject to such option immediately
prior to the Effective Time multiplied by the Exchange Ratio and rounded up to
the nearest whole number. The exercise price per share of each Assumed Option
has been adjusted by dividing the exercise price per share of such option
immediately prior to the Effective Time by the Exchange Ratio and rounding down
to the nearest whole cent.
Alexis P. Michas, who was appointed a director of the Company in connection
with the Merger, was a director of Packard BioScience prior to the Merger. In
addition, Mr. Michas is Managing Partner and a director of Stonington Partners,
Inc., and Managing Partner and a director of Stonington Partners, Inc. II, both
of which were affiliates of Packard BioScience before the Merger. Franklin R.
Witney, Ph.D., formerly President of Packard BioScience, was appointed a Vice
President of the Company shortly after the Effective Time. Other than as
described in this paragraph, to the best knowledge of the Company, none of the
Company, any affiliate, director, officer, or any associate of any director
or officer of the Company had any material relationship with Packard BioScience
prior to the transaction.
A copy of the press release, dated November 13, 2001, announcing the
consummation of the Merger is attached to this Current Report on Form 8-K as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial information required by
this Item 7(a). In accordance with item 7(a)(4) of Form 8-K, such financial
information will be filed by amendment to this Form 8-K no later than January
28, 2002.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with item 7(a)(4) of Form 8-K, such
pro forma financial information will be filed by amendment to this Form 8-K no
later than January 28, 2002.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 13, 2001, among the
Company, Merger Sub and Packard BioScience (previously filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K dated July 13,
2001, and incorporated herein by reference).
99.1 Press Release announcing consummation of the Merger, dated November
12, 2001.
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.
PERKINELMER, INC.
Date: November 16, 2001 By: /s/ Terrance L. Carlson
----------------------------------------
Terrance L. Carlson
Senior Vice President, General Counsel
and Clerk
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of July 13, 2001, among the
Company, Merger Sub and Packard BioScience (previously filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K dated July 13,
2001, and incorporated herein by reference).
99.1 Press Release announcing consummation of the Merger, dated November
13, 2001.