SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
[ X ] Annual Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Fiscal Year Ended June 30, 1994
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the transition period from to
Commission File Number 1-4389
The Perkin-Elmer Corporation
(Exact name of registrant as specified in its charter)
NEW YORK 06-0490270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
761 Main Avenue, Norwalk, Connecticut 06859-0001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 203-762-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of class on which registered
Common Stock (par value New York Stock Exchange
$1.00 per share) Pacific Stock Exchange
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
As of September 6, 1994, 42,489,989 shares of Registrant's
Common Stock were outstanding, and the aggregate market value of
shares of such Common Stock (based upon the average sales price)
held by non-affiliates was approximately $1,269,389,727.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended June 30,
1994 - Parts I, II, and IV.
Proxy Statement for Annual Meeting of Shareholders dated
September 16, 1994 - Part III.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
(a) 3. Exhibits.
Exhibit
No.
2(1) Acquisition Agreement dated July 19, 1991, among the
Corporation, Hoffmann-LaRoche Inc., and Roche Probe,
Inc. (Incorporated by reference to Exhibit 1 to
Current Report on Form 8-K of the Corporation dated
July 19, 1991 (Commission file number 1-4389).)
2(2) Acquisition Agreement dated July 19, 1991, between
the Corporation and F. Hoffmann-La Roche Ltd.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated July 19,
1991 (Commission file number 1-4389)).
2(3) Agreement and Plan of Merger, by and among
Registrant, Sequence Acquisition Company and Applied
Biosystems, Inc. dated as of October 6, 1992.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated October
6, 1992 (Commission file number 1-4389).)
2(4) Agreement dated April 18, 1994 between Sulzer Inc.
and The Perkin-Elmer Corporation, as amended through
August 31, 1994.
3(i) Restated Certificate of Incorporation of the
Corporation, as amended through July 1, 1994.
(Incorporated by reference to Exhibit 3(i) to Annual
Report on Form 10-K of the Corporation for fiscal
year ended June 30, 1994 (Commission file number 1-
4389).)
3(ii) Amended and Restated By-laws of the Corporation, as
amended through July 15, 1993. (Incorporated by
reference to Exhibit 3(ii) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1993 (Commission file number 1-4389).)
4(1) Three Year Credit Agreement dated June 1, 1994, among
Morgan Guaranty Trust Company, certain banks named in
such Agreement, and the Corporation. (Incorporated
by reference to Exhibit 4(1) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1994 (Commission file number 1-4389).)
4(2) Shareholder Protection Rights Agreement dated April
30, 1989, between The Perkin-Elmer Corporation and
The First National Bank of Boston. (Incorporated by
reference to Exhibit 4 to Current Report on Form 8-K
of the Corporation dated April 20, 1989 (Commission
file number 1-4389).)
10(1) The Perkin-Elmer Corporation 1974 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(a) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(2) The Perkin-Elmer Corporation 1981 Incentive Stock
Option Plan for Key Employees, as amended through May
21, 1987. (Incorporated by reference to Exhibit
28(b) to Post Effective Amendment No. 1 to the
Corporation's Registration Statement on Form S-8 (No.
2-95451).)
10(3) The Perkin-Elmer Corporation 1984 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(c) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(4) The Perkin-Elmer Corporation 1988 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 10(4) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended July 31, 1988
(Commission file number 1-4389).)
10(5) The Perkin-Elmer Corporation 1993 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50847).)
10(6) Contingent Compensation Plan for Key Employees of The
Perkin-Elmer Corporation, as amended through August
1, 1990. (Incorporated by reference to Exhibit 10(5)
to Annual Report on Form 10-K of the Corporation for
the fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(7) The Perkin-Elmer Corporation Supplemental Retirement
Plan as amended through August 1, 1991. (Incorporated
by reference to Exhibit 10(6) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended July 31, 1991 (Commission file number 1-4389).)
10(8) Deferred Compensation Contract dated July 29, 1974,
as amended through January 20, 1994, between
Registrant and Gaynor N. Kelley. (Incorporated by
reference to Exhibit 10(8) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1994 (Commission file number 1-4389).)
10(9) Deferred Compensation Contract dated September 22,
1989, between Registrant and Riccardo Pigliucci, as
amended through April 15, 1993. (Incorporated by
reference to Exhibit 10(9) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
June 30, 1993 (Commission file number 1-4389).)
10(10) Deferred Compensation Contract dated May 21, 1992,
between Registrant and William F. Emswiler.
(Incorporated by reference to Exhibit 10(10) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(11) Deferred Compensation Contract dated February 18,
1993, between Registrant and Andre F. Marion.
(Incorporated by reference to Exhibit 10(11) to
Annual Report on Form 10-K of the Corporation for
fiscal year ended June 30, 1994 (Commission file
number 1-4389).)
10(12) Deferred Compensation Contract dated January 21,
1993, between Registrant and Joseph E. Malandrakis.
(Incorporated by reference to Exhibit 10(11) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended June 30, 1993 (Commission file
number 1-4389).)
10(13) Employment Agreement dated November 21, 1991, between
Registrant and Gaynor N. Kelley. (Incorporated by
reference to Exhibit 10(1) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(14) Employment Agreement dated November 21, 1991, between
Registrant and Riccardo Pigliucci. (Incorporated by
reference to Exhibit 10(3) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(15) Employment Agreement dated May 21, 1992, between
Registrant and William F. Emswiler. (Incorporated by
reference to Exhibit 10(15) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
July 31, 1992 (Commission file number 1-4389).)
10(16) Employment Agreement dated November 1, 1990 as
amended through December 3, 1992, between Registrant
and Andre F.Marion. (Incorporated by reference to
Exhibit 10(16) to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
10(17) Employment Agreement dated November 21, 1991, between
Registrant and Joseph E. Malandrakis. (Incorporated
by reference to Exhibit 10(16) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended June 30, 1993 (Commission file number 1-4389).)
10(18) Consulting Agreement dated March 17, 1994, between
Registrant and Robert H. Hayes. (Incorporated by
reference to Exhibit 10(18) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1994 (Commission file number 1-4389).)
10(19) The Excess Benefit Plan of The Perkin-Elmer
Corporation dated August 1, 1984 as amended through
June 30, 1993. (Incorporated by reference to Exhibit
10(18) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended June 30, 1993
(Commission file number 1-4389).)
10(20) 1993 Director Stock Purchase and Deferred
Compensation Plan. (Incorporated by reference to
Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50849).)
10(21) Consulting Agreement dated September 16, 1994,
between Registrant and Andre F. Marion.
(Incorporated by reference to Exhibit 10(21) to
Annual Report on Form 10-K of the Corporation for
fiscal year ended June 30, 1994 (Commission file
number 1-4389).)
11 Computation of Net Income (Loss) per Share for the
five years ended June 30, 1994. (Incorporated by
reference to Exhibit 11 to Annual Report on Form 10-K
of the Corporation for fiscal year ended June 30,
1994 (Commission file number 1-4389).)
13 Annual Report to Shareholders for 1994.
(Incorporated by reference to Exhibit 13 to Annual
Report on Form 10-K of the Corporation for fiscal
year ended June 30, 1994 (Commission file number 1-
4389).)
21 List of Subsidiaries. (Incorporated by reference to
Exhibit 21 to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
23(1) Consent of Price Waterhouse LLP. (Incorporated by
reference to Exhibit 23(1) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1994 (Commission file number 1-4389).)
23(2) Consent of Deloitte & Touche LLP. (Incorporated by
reference to Exhibit 23(2) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1994 (Commission file number 1-4389).)
27 Financial Data Schedule. (Incorporated by reference
to Exhibit 27 to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment
to its report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE PERKIN-ELMER CORPORATION
By /s/ John B. McBennett
John B. McBennett
Corporate Controller
Date: January 27, 1995
EXHIBIT INDEX
Exhibit No. Exhibit
2(4) Agreement dated April 18, 1994 between
Sulzer Inc. and The Perkin-Elmer
Corporation as amended through August
31, 1994. [Exhibit 2(4) is subject to
a request for confidential treatment]