SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934 [Fee Required]
For the Fiscal Year Ended June 30, 1995
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934 [No Fee Required]
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 Identification No.)
incorporation or organization)
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
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. [ ]
As of September 11, 1995, 42,167,407 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 $1,457,411,004.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended June 30,
1995 - Parts I, II, and IV.
Proxy Statement for Annual Meeting of Shareholders dated
September 13, 1995 - Part III.
PART I
Item 1. BUSINESS
(a) General Development of Business.
The Perkin-Elmer Corporation was incorporated in 1939
under the laws of the State of New York. Together with its
consolidated subsidiaries, The Perkin-Elmer Corporation
(hereinafter collectively referred to as "Registrant" or the
"Corporation") develops, manufactures, and sells products in
the industry segment described in sub-item (c) below.
On February 18, 1993, the shareholders of Registrant and
Applied Biosystems, Inc. ("ABI"), a supplier of automated
systems for life science research and related applications,
approved the merger of a subsidiary of Registrant with and
into ABI which resulted in ABI becoming a wholly-owned
subsidiary of Registrant. Effective July 1, 1994, ABI was
merged into Registrant and is now the Applied Biosystems
division of Registrant.
On April 18, 1994, Registrant entered into an agreement
with Sulzer Inc. to sell its Material Sciences segment
consisting of its Metco Division ("Metco") headquartered in
Westbury, New York. Registrant completed the sale on
September 30, 1994.
The consolidated financial statements and schedules
reflect the merger with ABI as a pooling of interests and
present the Corporation's Material Sciences segment as a
discontinued operation.
On May 18, 1993, Registrant amended its By-laws to change
Registrant's fiscal year end from July 31 to June 30. Prior
to fiscal year 1993, the financial statements of ABI and
Registrant's subsidiaries outside the United States were for
the years ended June 30, while Registrant's domestic
operations were reported on a July 31 fiscal year end.
(b) Financial Information About Industry Segments.
Registrant is engaged in one business segment, which is
generally described as analytical instruments and includes
life science systems. Accordingly, separate segment financial
information is not provided.
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(c) Narrative Description of Business.
BUSINESS
Registrant develops, manufactures, markets, sells, and
services analytical instrument systems. Included in this
industry segment are biochemical analytical instrument
systems, consisting of instruments and associated consumable
products, for life science research and related applications.
These automated systems are used for synthesis, amplification,
purification, isolation, analysis and sequencing of nucleic
acids, proteins, and other biological molecules.
This industry segment also includes analytical instrument
systems for determining the composition and molecular
structure of chemical substances (both organic and inorganic)
and measuring the concentration of materials in a sample.
These instruments include: spectrophotometers utilizing a
number of analytical techniques; gas and liquid
chromatographs; thermal analyzers; thermal cyclers; analytical
balances; flame photometers; polarimeters; data-handling
devices that are principally designed for use with analytical
instruments; and data systems for applications in analytical
chemistry. In a joint venture, Perkin-Elmer Sciex
Instruments, Registrant is engaged in the manufacture and sale
of mass spectrometry instrument systems. Registrant also
develops, manufactures, markets, and services on-line, real
time, process analysis systems to monitor process quality and
environmental purity.
Registrant's instruments are used by private industry,
educational and research institutions, and governmental
entities for fundamental research, applied industrial
research, quality control, medical research, hospital clinical
testing, pollution analysis, drug identification, and
forensics.
MARKETING AND DISTRIBUTION
In the United States, Registrant markets the largest
portion of its products directly through its own sales and
distribution organization, although certain analytical
instruments are marketed through independent distributors and
sales representatives. Sales to major markets outside of the
United States are generally made by the Registrant's foreign
based sales and service staff, although some sales are made
directly from the United States to foreign customers. In
certain foreign countries, sales are made through various
representative and distributorship arrangements. Registrant
owns or leases sales and service offices in strategic regional
locations in the United States, and in foreign countries
through its foreign sales subsidiaries and distribution
operations. None of Registrant's products is distributed
through retail outlets.
RAW MATERIALS
There are no specialized raw materials that are
particularly essential to the operation of Registrant's
business. Registrant's manufacturing operations require a
wide variety of raw materials, electronic and mechanical
components, chemical and biochemical materials, and other
supplies, some of which are occasionally found to be in short
supply. Registrant has multiple commercial sources for most
components and supplies but is dependent on single sources for
a limited number of such items, in which case Registrant
normally secures long-term supply contracts.
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PATENTS, LICENSES, AND FRANCHISES
Registrant has pursued a policy of seeking patent
protection in the United States and other countries for
developments, improvements, and inventions originating
within its organization which are incorporated in
Registrant's products or which fall within its fields of
interest. Certain licenses under patents have been granted
to, and received from, other entities. Registrant has
certain rights from Hoffmann-La Roche Inc. under patents
relating to polymerase chain reaction technology ("PCR"),
which patents expire in 2004. Registrant also has rights
under a patent issued to the California Institute of
Technology relating to DNA sequencing, which patent expires
in 2009. In Registrant's opinion, however, no other single
patent or license, or group of patents or licenses, or any
franchise, is material to its business as a whole.
From time to time, Registrant has asserted that various
competitors and others are infringing Registrant's patents and
similarly, from time to time, others have asserted that
Registrant was infringing patents owned by them. Generally,
such claims are settled by mutual agreement on a satisfactory
basis and result in the granting of licenses by Registrant or
the granting of licenses to Registrant.
SEASONAL FLUCTUATIONS
Registrant's business is not subject to pronounced
seasonal fluctuations.
BACKLOG
Registrant's recorded backlog was $167.0 million at June
30, 1995 and $154.5 million at June 30, 1994. It is
Registrant's general policy to include in backlog only
purchase orders or production releases which have firm
delivery dates within one year. Recorded backlog may not
result in sales because of cancellation or other factors. It
is anticipated that all orders included in the current backlog
will be delivered before the close of fiscal year 1996.
UNITED STATES GOVERNMENT SALES
No material portion of Registrant's business is subject
to renegotiation of profits or termination of contracts or
subcontracts at the election of the United States Government.
COMPETITION
The industry segment in which Registrant operates is
highly competitive and is characterized by the application of
advanced technology. There are numerous companies which
specialize in, and a number of larger companies which devote a
significant portion of their resources to, the development,
manufacture, and sale of products which compete with those
manufactured or sold by Registrant. Many of Registrant's
competitors are well-known manufacturers with a high degree of
technical proficiency. In addition, competition is
intensified by the ever-changing nature of the technologies in
the industry in which Registrant is engaged. The markets for
Registrant's products are characterized by specialized
manufacturers that often have strength in narrow segments of
these markets. While the absence of reliable statistics makes
it difficult to determine Registrant's relative market
position, Registrant is confident it is one of the principal
manufacturers in its field, marketing a broad line of
analytical instruments and life science systems. In addition
to competing in terms of the technology that Registrant
offers, Registrant competes in terms of price, service, and
quality.
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RESEARCH, DEVELOPMENT, AND ENGINEERING
Registrant is actively engaged in basic and applied
research, development, and engineering programs designed to
develop new products and to improve existing products. During
fiscal years 1995, 1994, and 1993, Registrant spent $95.1
million, $94.2 million, and $83.8 million, respectively, on
company sponsored research, development, and engineering
activities.
ENVIRONMENTAL MATTERS
Registrant is subject to federal, state, and local laws
and regulations regulating the discharge of materials into the
environment, or otherwise relating to the protection of the
environment, in those jurisdictions where Registrant operates
or maintains facilities. Registrant does not believe that
compliance with all environmental provisions will have a
material effect on its business, and no material capital
expenditures are expected for environmental control.
EMPLOYEES
As of June 30, 1995, Registrant employed 5,890 persons
worldwide. None of Registrant's United States employees is
subject to collective bargaining agreements.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
A summary of net revenues to unaffiliated customers,
operating income, and identifiable assets attributable to each
of Registrant's geographic areas and export sales for the
fiscal years 1995, 1994, and 1993 is incorporated herein by
reference to Note 6 on Pages 38-39 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1995.
Registrant's consolidated net revenues to unaffiliated
customers in countries other than the United States for the
fiscal years 1995, 1994, and 1993 were $669.8 million, $606.7
million, and $606.8 million, or 63.0%, 59.2%, and 60.0%,
respectively, of Registrant's consolidated net revenues.
All of the Registrant's manufacturing facilities outside
of the continental United States are located in Germany, the
United Kingdom, the Commonwealth of Puerto Rico, Japan, and
the Peoples Republic of China. The manufacturing facility in
Puerto Rico is expected to be closed by December 31, 1995.
There are currently no material foreign exchange controls or
similar limitations restricting the repatriation to the United
States of capital or earnings from operations outside the
United States.
(e) Discontinued Operations.
On September 30, 1994, Registrant sold Metco, comprising
its Material Sciences segment, headquartered in Westbury, New
York to Sulzer Inc., a wholly-owned subsidiary of Sulzer,
Ltd., Winterthur, Switzerland. The consolidated financial
statements and schedules present Registrant's Material
Sciences segment as a discontinued operation.
Item 2. PROPERTIES
Listed below are the principal facilities of Registrant
as of June 30, 1995. Registrant considers all facilities
listed below to be reasonably appropriate for the purpose(s)
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for which they are used, including manufacturing, research and
development, and administrative purposes. All properties are
maintained in good working order and, except for those held
for sale or lease, are substantially utilized on the basis of
at least one shift. None of the leased facilities is leased
from an affiliate of Registrant.
Approximate
Owned or Expiration Floor Area
Location Leased Date of Leases In Sq. Ft.
Norwalk, CT Owned 402,000
Wilton, CT Owned 219,000
San Jose, CA Owned 81,000
Beaconsfield, England Owned 70,000
Ueberlingen, Germany Owned 62,000
Warrington, England Owned 58,000
Narita, Japan Owned 24,000
Irvine, CA Owned 22,000
Foster City, CA Leased 2000-2002 324,000
Ueberlingen, Germany Leased 1995-2001 204,000
Llantrinsant, Wales Leased 1996 113,000
Mayaguez, Puerto Rico* Leased 1997-1998 34,000
Meersburg, Germany Leased 2000 24,000
Farnborough, England Leased 2001 21,000
Beaconsfield, England Leased 2005 8,000
Beijing, China Leased 1996 350
* The manufacturing facility in Mayaguez, Puerto Rico is
expected to be closed by December 31, 1995.
In addition to the facilities listed above, Registrant
leases space in certain industrial centers for use as regional
sales and service offices, technical demonstration centers,
and warehousing. Registrant also owns undeveloped land in
Redding, Connecticut, Vacaville, California, and
Ueberlingen, Germany.
In addition to the properties used by Registrant in its
operations, Registrant owns three facilities in Wilton,
Connecticut (aggregating approximately 248,000 square feet)
which are currently leased to SVG Lithography Systems, Inc.
for a term expiring in 2010, a facility in Garden Grove,
California (approximately 82,000 square feet) which is
currently leased to OCA Applied Optics, Inc. for a term
expiring in 2002, and a facility in Pomona, California
(approximately 135,000 square feet) which is currently leased
to Orbital Sciences Corporation for a term expiring in 2003.
Registrant also owns a facility in Ridgefield, Connecticut
(approximately 201,000 square feet), two facilities in Wilton,
Connecticut (approximately 51,000 square feet and 42,000
square feet), and a facility in San Jose, California
(approximately 67,000 square feet) which are held for sale or
lease. One of the facilities in Wilton is leased on a long-
term basis, and the facility in San Jose and a portion of the
remaining facility in Wilton are leased on a short-term basis.
Item 3. LEGAL PROCEEDINGS
The Corporation has been named as a defendant in various
legal actions arising from the conduct of its normal business
activities. Although the amount of any liability that might
arise with respect to any of these matters cannot be
accurately predicted, the resulting liability, if any, will
not, in the opinion of management of Registrant, have a
material adverse effect on the consolidated financial
statements of Registrant.
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Registrant is one of approximately 125 third party
defendants named in a third party complaint dated February 19,
1993 in United States of America v. Davis et al., which is
pending in the United States District Court for the District
of Rhode Island. The third party plaintiffs, who were named
as defendants and potentially responsible parties in the
Government's initial complaint, sought equitable contribution
and indemnification in the event they were found liable for
remediation costs relating to the removal of hazardous
substances from a site located in Smithfield, Rhode Island
(such costs initially were estimated by the Government to be
$27.8 million, but most recent estimates of such costs appear
to be in the $40 million range). All but one of the third
party plaintiffs settled with the Government for a total of
approximately $6 million, and a trial on the question of the
remaining third party plaintiff's liability to the Government
resulted in an April 22, 1995 Memorandum and Order in which
the Court found such plaintiff, United Technologies
Corporation, liable as a "generator" of hazardous wastes
deposited at the site. A trial on the amount of such
liability currently is scheduled for October 1995. Until the
amount of liability of all of the third party plaintiffs
(including United Technologies) has been established by
litigation or settlement of that issue, the Court will not
consider the validity of any third party claims. While the
Registrant contends that it should have no liability in this
case, because of the uncertainty of all litigation it cannot
definitively state that it will incur less than $100,000 in
monetary liability.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth quarter of the fiscal year covered by this report.
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
(a) Market Information.
The principal United States market where Registrant's
Common Stock is traded is the New York Stock Exchange,
although such stock is also traded on the Pacific Stock
Exchange.
The following information, which appears in Registrant's
Annual Report to Shareholders for the fiscal year ended June
30, 1995, is hereby incorporated by reference in this Form 10-
K: the high and low sales prices of Registrant's Common Stock
for each quarterly period during the fiscal years 1995 and
1994 (Note 13, Page 43 of the Annual Report to Shareholders).
(b) Holders.
On September 11, 1995, the approximate number of holders
of Common Stock of Registrant was 8,313. The approximate
number of record holders is based upon the actual number of
holders registered in the books of Registrant at such date and
does not include holders of shares in "street name" or
persons, partnerships, associations, corporations, or other
entities identified in security position listings maintained
by depositary trust companies. Note: the calculation of the
number of shares of Registrant's Common Stock held by non-
affiliates shown on the cover of this Form 10-K was made on
the assumption that there were no affiliates other than
executive officers and directors.
(c) Dividends.
The following information which appears in Registrant's
Annual Report to Shareholders for the fiscal year ended June
30, 1995, is hereby incorporated by reference in this Form 10-
K: the amount of quarterly dividends paid during the fiscal
years 1995 and 1994 (Note 13, Page 43 of the Annual Report to
Shareholders).
Item 6. SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference in this Form
10-K Page 22 of Registrant's Annual Report to Shareholders for
the fiscal year ended June 30, 1995.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Registrant hereby incorporates by reference in this Form
10-K Pages 23-27 of Registrant's Annual Report to Shareholders
for the fiscal year ended June 30, 1995.
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Item 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
The following financial statements and the supplementary
financial information included in Registrant's Annual Report
to Shareholders for the fiscal year ended June 30, 1995 are
incorporated by reference in this Form 10-K: the Consolidated
Financial Statements and the report thereon of Price
Waterhouse LLP dated July 25, 1995, and Pages 28-45 of said
Annual Report, including Note 13, Page 43, which contains
unaudited quarterly financial information.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Registrant has not changed its public accounting firm
within 24 months prior to June 30, 1995, the date of
Registrant's most recent financial statements.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
(a) Identification and Background of Directors.
Registrant hereby incorporates by reference in this
Form 10-K Pages 2-4 of Registrant's Proxy Statement dated
September 13, 1995, in connection with its Annual Meeting of
Shareholders to be held on October 19, 1995.
(b) Identification of Executive Officers.
The following is a list of Registrant's executive
officers, their ages, and their positions and offices with
the Registrant, as of September 14, 1995.
Name Age Present Positions and Year First Elected
Peter Barrett.......... 42 Vice President, Worldwide Sales and Service (1994)
David P. Binkley....... 42 Vice President, Analytical Instruments Division (1995)
Julianne A. Grace...... 57 Vice President (1986),Corporate Relations (1990)
Michael W. Hunkapiller. 46 Vice President, Applied Biosystems Division (1995)
Stephen O. Jaeger...... 51 Vice President, Finance and Chief Financial Officer (1995)
Joseph E. Malandrakis.. 49 Vice President, Worldwide Operations (1993)
John B. McBennett...... 57 Corporate Controller (1993)
Michael J. McPartland.. 46 Vice President, Human Resources (1993)
William B. Sawch....... 41 Vice President, General Counsel and Secretary (1993)
Rhonda L. Seegal....... 45 Vice President (1991), Treasurer (1988)
Tony L. White.......... 49 Chairman, President, and Chief Executive Officer (1995)
Each of the foregoing named officers was either elected
at the last organizational meeting of the Board of Directors
held on October 20, 1994 or was elected by the Board since
that date. The term of each officer will expire on October
19, 1995, the date of the next scheduled organizational
meeting of the Board of Directors, unless renewed for
another year.
(c) Identification of Certain Significant Employees.
Not applicable.
(d) Family Relationships.
To the best of Registrant's knowledge and belief, there
is no family relationship between any of Registrant's
directors, executive officers, or persons nominated or
chosen by Registrant to become a director or an executive
officer.
(e) Business Experience.
With respect to the business experience of Registrant's
directors and persons nominated to become directors,
Registrant hereby incorporates by reference in this Report
on Form 10-K Pages 2-4 of Registrant's Proxy Statement
dated September 13, 1995, in connection with its Annual
Meeting of Shareholders to be held on October 19, 1995.
With respect to the executive officers of Registrant, each
such officer has been employed by Registrant or a subsidiary
in one or more executive or managerial capacities for at
least the past five years, with the exception of Dr.
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Hunkapiller, and Messrs. Jaeger, McPartland and White. Dr.
Hunkapiller was elected Vice President of Registrant on
September 15, 1994. Prior to his employment by Registrant
in February, 1993, Dr. Hunkapiller was employed by ABI as
Executive Vice President. Dr. Hunkapiller joined ABI in
1983 as a member of the Research and Development group and
was later appointed Vice President, Research and
Development. He also served as Vice President, Science and
Technology, and General Manager, DNA Business Unit. Mr.
Jaeger was elected Vice President of Registrant on March 16,
1995. Prior to his employment by Registrant in March, 1995,
Mr. Jaeger was employed by Houghton Mifflin and Company from
1987 to 1995, most recently as Executive Vice President,
Chief Financial Officer and Treasurer, and served on its
board of directors. Prior to joining Houghton Mifflin, he
served as Senior Vice President and Chief Financial Officer
of British Petroleum North America, Inc. from 1979 to 1987.
Mr. McPartland was elected Vice President of Registrant on
February 18, 1993. Prior to his employment by Registrant in
January, 1993, Mr. McPartland was employed by SmithKline
Beecham plc, from 1980 to 1993, most recently as Senior Vice
President and Director, Corporate Personnel. Mr. White was
elected Chairman, Chief Executive Officer and President of
Registrant on September 12, 1995. Prior to his employment
by Registrant, Mr. White was employed by Baxter
International, Inc. in various executive positions, most
recently as Executive Vice President.
(f) Involvement in Certain Legal Proceedings.
To the best of Registrant's knowledge and belief, none
of Registrant's directors, persons nominated to become
directors, or executive officers has been involved in any
proceedings during the past five years that are material to
an evaluation of the ability or integrity of such persons to
be directors or executive officers of Registrant.
(g) Compliance with Section 16(a) of the Securities
Exchange Act of 1934.
Information concerning compliance with Section 16(a) of
the Securities Exchange Act of 1934 is incorporated by
reference to Page 8 of Registrant's Proxy Statement dated
September 13, 1995, in connection with its Annual Meeting of
Shareholders to be held on October 19, 1995.
Item 11. EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference in this
Form 10-K Pages 7-10 and 12-15 of Registrant's Proxy
Statement dated September 13, 1995, in connection with its
Annual Meeting of Shareholders to be held on October 19,
1995.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
Registrant hereby incorporates by reference in this
Form 10-K Page 7 of Registrant's Proxy Statement dated
September 13, 1995, in connection with its Annual Meeting of
Shareholders to be held on October 19, 1995.
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(b) Security Ownership of Management.
Information concerning the security ownership of
management is hereby incorporated by reference to Pages 2-4
and 6-10 of Registrant's Proxy Statement dated September 13,
1995, in connection with its Annual Meeting of Shareholders
to be held on October 19, 1995.
(c) Changes in Control.
Registrant knows of no arrangements, including any
pledge by any person of securities of Registrant, the
operation of which may at a subsequent date result in a
change in control of Registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
The following consolidated financial statements,
together with the report thereon of Price Waterhouse LLP
dated July 25, 1995, appearing on Pages 28 through 45 of
Registrant's Annual Report to Shareholders for the fiscal
year ended June 30, 1995, are incorporated by reference in
this Form 10-K. With the exception of the aforementioned
information and that which is specifically incorporated in
Parts I and II, the Annual Report to Shareholders for the
fiscal year ended June 30, 1995, is not to be deemed filed
as part of this report on Form 10-K.
10-K Annual
Page No. Report
Page No.
Consolidated Statements of
Operations - fiscal years
1995, 1994, and 1993 ................... -- 28
Consolidated Statements of
Financial Position - fiscal years
1995 and 1994........................... -- 29
Consolidated Statements of
Cash Flows - fiscal years
1995, 1994, and 1993 ................... -- 30
Consolidated Statements of
Shareholders' Equity - fiscal years
1995, 1994, and 1993................... -- 31
Notes to Consolidated Financial
Statements.............................. -- 32-43
Statement of Financial
Responsibility.......................... -- 44
Report of
Price Waterhouse LLP................... -- 45
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(a) 2. Financial Statement Schedules.
The following additional financial data should be read
in conjunction with the consolidated financial statements in
said Annual Report to Shareholders for the fiscal year ended
June 30, 1995. Schedules not included with this additional
financial data have been omitted because they are not
applicable or the required information is shown in the
consolidated financial statements or notes thereto.
Annual Report
10-K Page No. Page No.
Report of Independent Accountants
on Financial Statement Schedule.......... 18 --
Schedule II - Valuation and
Qualifying Accounts and Reserves......... 19 --
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(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. (Incorporated by reference to
Exhibit 2(4) to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
3(i) Restated Certificate 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, as amended July
20, 1995.
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 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(2) 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(3) 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(4) 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(5) 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(6) 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 the fiscal year ended
June 30, 1994 (Commission file number 1-4389).)
10(7) Deferred Compensation Contract dated September 15,
1994, between Registrant and Michael W. Hunkapiller.
10(8) Deferred Compensation Contract dated February 18,
1993, between Registrant and Michael J. McPartland.
10(9) Deferred Compensation Contract dated September 15,
1994, between Registrant and Peter Barrett.
10(10) 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).)
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10(11) 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(12) Employment Agreement dated September 15, 1994,
between Registrant and Michael W. Hunkapiller.
10(13) Employment Agreement dated September 15, 1994,
between Registrant and Peter Barrett.
10(14) Employment Agreement dated February 18, 1993, between
Registrant and Michael J. McPartland.
10(15) 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(16) Change of Control Agreement dated September 12, 1995,
between Registrant and Tony L. White.
10(17) Consulting Agreement dated April 1, 1995, between
Registrant and Robert H. Hayes.
10(18) 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(19) 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(20) Agreement dated May 5, 1995, between Registrant and
Riccardo Pigliucci.
10(21) Employment Agreement dated September 12, 1995,
between Registrant and Tony L. White.
11 Computation of Net Income (Loss) per Share for the
five years ended June 30, 1995.
13 Annual Report to Shareholders for 1995.
21 List of Subsidiaries.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
Note: None of the Exhibits listed in Item 14(a) 3 above,
except Exhibits 11 and 23 are included with this Form 10-K
Annual Report. Registrant will furnish a copy of any such
Exhibit upon written request to the Secretary at the address
on the cover of this Form 10-K Annual Report accompanied by
payment of $3 for each Exhibit requested.
(b) Reports on Form 8-K.
Registrant did not file a report on Form 8-K during the
last quarter of the period covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PERKIN-ELMER CORPORATION
By /s/ W. B. Sawch
William B. Sawch
Vice President, General Counsel
and Secretary
Date: September 21, 1995
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of Registrant and in the
capacities and on the dates indicated.
/s/ Tony L. White September 21, 1995
Tony L. White
Chairman of the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen O. Jaeger September 21, 1995
Stephen O. Jaeger
Vice President, Finance, Chief Financial Officer
(Principal Financial Officer)
/s/ John B. McBennett September 21, 1995
John B. McBennett
Corporate Controller
(Principal Accounting Officer)
/s/ Joseph F. Abely, Jr. September 21, 1995
Joseph F. Abely, Jr.
Director
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/s/ Richard H. Ayers September 21, 1995
Richard H. Ayers
Director
/s/ Jean-Luc Belingard September 21, 1995
Jean-Luc Belingard
Director
/s/ Robert H. Hayes September 21, 1995
Robert H. Hayes
Director
/s/ G. N. Kelley September 21, 1995
Gaynor N. Kelley
Director
/s/ Donald R. Melville September 21, 1995
Donald R. Melville
Director
/s/ Burnell R. Roberts September 21, 1995
Burnell R. Roberts
Director
/s/ John S. Scott September 21, 1995
John S. Scott
Director
/s/ Carolyn W. Slayman September 21, 1995
Carolyn W. Slayman
Director
/s/ Orin R. Smith September 21, 1995
Orin R. Smith
Director
/s/ Richard F. Tucker September 21, 1995
Richard F. Tucker
Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of The Perkin-Elmer Corporation
Our audits of the consolidated financial statements
referred to in our report dated July 25, 1995, appearing on
Page 45 of the 1995 Annual Report to Shareholders of The
Perkin-Elmer Corporation (which report and consolidated
financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a)2 of this
Form 10-K. Based upon our audits, the Financial Statement
Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with
the related consolidated financial statements.
PRICE WATERHOUSE LLP
Stamford, Connecticut
July 25, 1995
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THE PERKIN-ELMER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED JUNE 30, 1995, 1994 AND 1993
(Amounts in thousands)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS
Balance at July 31, 1992 .................... $ 7,758
Charged to income in fiscal year 1993........ 4,229
Deductions from reserve in fiscal year 1993.. (3,761)
Balance at June 30, 1993...................... 8,226
Charged to income in fiscal year 1994......... 2,927
Deductions from reserve in fiscal year 1994... (3,906)
Balance at June 30,1994 ...................... 7,247 (1)
Charged to income in fiscal year 1995........ 2,086
Deductions from reserve in fiscal year 1995... (384)
Balance at June 30, 1995...................... $ 8,949 (1)
(1) Deducted in the Consolidated Statements of Financial
Position from accounts receivable.
SCHEDULE II
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THE PERKIN-ELMER CORPORATION
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Dollar amounts in thousands, except per share amounts)
June 30, June 30, June 30, July 31, July 31,
1995 1994 1993 1992 1991
Weighted average number of common shares 42,129 43,857 43,780 43,526 42,091
Common stock equivalents - stock options 515 816 1,173 1,169
Weighted average number of common shares used in
calculating primary earnings per share 42,644 44,673 44,953 44,695 42,091
Additional dilutive stock options under paragraph #42 APB #15 120 172 97 280
Shares used in calculating
earnings per share - fully diluted basis 42,764 44,845 45,050 44,975 42,091
Calculation of primary and
fully diluted earnings per share:
PRIMARY AND FULLY DILUTED:
Income (loss) from continuing operations $ 66,877 $ 73,978 $ 24,444 $ 24,296 $ (16,384)
Income (loss) from discontinued operations (22,851) 1,714 10,941 (2,020)
Income (loss) before cumulative effect of accounting changes $ 66,877 $ 51,127 $ 26,158 $ 35,237 $ (18,404)
Cumulative effect of accounting changes (83,098)
Net income (loss) used in the calculation of primary
and fully diluted earnings per share $ 66,877 $ 51,127 $ (56,940) $ 35,237 $ (18,404)
PRIMARY:
Per share amounts:
Income (loss) from continuing operations $ 1.57 $ 1.66 $ .54 $ .54 $ (.39)
Income (loss)from discontinued operations (.52) .04 .25 (.05)
Income (loss) before cumulative effect of accounting changes 1.57 1.14 $ .58 $ .79 $ (.44)
Loss from cumulative effect of accounting changes (1.85)
Net income (loss) $ 1.57 $ 1.14 $ (1.27) $ .79 $ (.44)
FULLY DILUTED:
Per share amounts:
Income (loss) from continuing operations $ 1.56 $ 1.65 $ .54 $ .54 $ (.39)
Income (loss) from discontinued operations (.51) .04 .24 (.05)
Income (loss) before cumulative effect of accounting changes 1.56 1.14 .58 .78 (.44)
Loss from cumulative effect of accounting changes (1.84)
Net income (loss) $ 1.56 $ 1.14 $ (1.26) $ .78 $ (.44)
EXHIBIT 11
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Prospectuses constituting part of the Registration
Statements on Form S-8 (Nos. 2-95451, 33-25218, 33-44191, 33-
50847, 33-50849, and 33-58778) of The Perkin-Elmer
Corporation of our report dated July 25, 1995, appearing on
page 45 of the Annual Report to Shareholders for 1995 of The
Perkin-Elmer Corporation which is incorporated in this
Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 18 of this Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 26, 1995
EXHIBIT 23
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