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
For the Fiscal Year Ended June 30, 1997
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 $1.00 per share) New York Stock Exchange
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. [X]
As of September 8, 1997, 43,847,333 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 $3,450,237,015.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended June 30, 1997
- Parts I, II, and IV.
Proxy Statement for Annual Meeting of Shareholders dated September 8,
1997 - 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 segments 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.
In order to concentrate on two different strategies for
the Analytical Instruments and Life Sciences businesses,
Registrant reorganized into two separate business segments in
1996.
On August 25, 1997, Registrant and PerSeptive Biosystems,
Inc. ("PerSeptive") announced that they had signed a
definitive merger agreement in which Registrant would acquire
PerSeptive for $13.00 per share, paid in Registrant's stock.
Based on then current market prices, this transaction will
involve the exchange of approximately $360 million in newly
issued Registrant stock for outstanding PerSeptive securities.
The transaction is subject to antitrust regulatory clearance,
approval by holders of a majority of the outstanding shares of
PerSeptive common stock, and certain other conditions. No
vote of Registrant's shareholders is required. Both companies
expect the merger to be completed by the end of calendar 1997.
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(b) Financial Information About Industry Segments.
A summary of net sales to unaffiliated customers,
operating income, and identifiable assets attributable to each
of the Registrant's industry segments for the fiscal years
ended June 30, 1997, 1996 and 1995 is incorporated herein by
reference to Note 6 on Pages 52-53 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
(c) Narrative Description of Business.
Registrant develops, manufactures and markets, on a
worldwide basis, life science and analytical instrument
systems used in such markets as pharmaceutical, biotechnology,
environmental testing, food, agriculture, and chemical
manufacturing.
The Registrant's operations are organized within two
industry segments: (1) Analytical Instruments; and (2) Life
Sciences. These segments are more fully described below.
ANALYTICAL INSTRUMENTS
Registrant's Analytical Instruments segment, consisting
of Registrant's Analytical Instruments Division, develops,
manufactures, markets, sells, and services analytical
instrument systems.
Analytical chemistry is the science of experimentally
determining the elemental and chemical and physical
characteristics that make up a particular sample. Analytical
instruments are the tools used to perform analytical
chemistry. These systems detect, identify and measure changes
in properties of solids, liquids and gases. For example,
certain types of analytical instruments are targeted toward
determining chemical composition, others are used to study
molecular structure and still others measure physical
characteristics. Analytical instruments are also used for
testing and analysis applications, both inside and outside of
laboratories. The use of analytical instruments is widespread
in the life science, pharmaceutical, food, bio-medical,
chemicals, petrochemicals, material science, and environmental
industries, as well as in academic research.
Registrant's Analytical Instrument products tend to vary
significantly in terms of their technologies, test
methodologies, applications, performance and cost. Moreover,
there is rarely any overlap of instruments across categories
of inorganic elements/organic compound/attribute level. That
is, an instrument can be applied for use either in analyzing
elements, compounds or attributes, but typically not more than
one of these applications.
Registrant's Analytical Instrument products can be
broadly classified into four categories:
1. Chromatography. Chromatography instruments are designed
to analyze complex mixtures by first separating them into
their components, and then measuring them quantitatively.
Registrant offers two types of chromatography products:
liquid (LC); and gas (GC).
2. Inorganic Analysis. These instruments are intended for
analysis of inorganic elements such as lead, mercury,
arsenic or gold in a wide variety of samples from oils
and water to geological materials. Registrant offers
three types of inorganic analysis products: atomic
absorption spectrometers; inductively coupled plasma
optical emission spectrometers; and inductively coupled
plasma/mass spectrometers.
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3. Organic Analysis. These instruments are designed to
provide qualitative and quantitative information for
molecular and organic compounds, in the broadest range of
samples. Registrant's organic analysis products include:
infrared and near infrared spectrometers; thermal
analyzers; ultraviolet, visible and near infrared
spectrometers; fluorescence spectrometers; analytical
balances; and polarimeters.
4. Laboratory Information Management Systems. These systems
provide data handling and data management for analytical
laboratories.
Registrant also provides services including: repair and
maintenance, validation, consulting, installation and other
product support services.
The principal markets for Registrant's Analytical
Instrument products and services include: agricultural
analysis, automotive industries, petrochemical industries,
clinical and biological analysis industries, environmental
testing and monitoring, materials research, food quality
management, pharmaceutical, and semiconductors.
LIFE SCIENCES
Registrant's Life Sciences segment, consisting of
Registrant's Applied Biosystems Division, develops,
manufactures, markets, sells and services a wide range of
biochemical analytical instrument systems and products,
consisting of instruments, associated reagents and consumable
products.
The analytical problems of biotechnology differ from
those of classical chemical analysis because the molecules
involved are larger than those with which analytical chemists
are usually concerned. In addition, problems differ because
the detailed structure, and in particular the exact order of
the specific nucleotide building blocks in these molecules, is
the most important piece of information.
All cells are composed of four basic biomolecules:
nucleic acids which include deoxyribonucleic acid and
ribonucleic acid , proteins, carbohydrates and lipids.
Although all of these macromolecules are critical for a cell
to function normally, historically key advances in
therapeutics have come from an understanding of proteins or
DNA. Increasingly, and principally driven by the
"biotechnology revolution," researchers are developing an
understanding of and focusing on DNA's role in the growth pattern
of disease. An increased knowledge of how DNA ultimately
determines the functions of living organisms has generated a
worldwide effort to identify and sequence genes of many
organisms, including the estimated 100,000 genes comprising
the human genome. This effort is being led by the Human
Genome Project and related academic, government and industry
research projects.
The Life Science products and services are used in both
research and commercial applications in analyzing,
synthesizing, sequencing and amplifying proteins and genetic
material.
Registrant's Life Science products can be broadly
classified into five categories:
1. Genetic Analysis. Genetic analysis primarily uses
electrophoresis techniques for separating molecules
based on their differentialmobility in an electric field.
Registrant's genetic analysis products are further
differentiatedbetween DNA sequencers and DNA fragment
analysis systems.
Page 3
DNA sequencers are used to determine the exact order of
nucleotide base pairs that make up DNA. This is done
through the fluorescent tagging of bases, each with a
different colored tag. The tagged fragments are then run
through a gel electrophoresis grid and detected by a
scanner at the bottom of the gel. Registrant's DNA
sequencing products include a sequencer expandable to 96
lanes, a single-lane capillary sequencer, and sequencing
reagents. These automated systems and products are used
for amplification, purification, isolation, analysis,
synthesis, and sequencing of nucleic acids, proteins, and
other biological molecules.
DNA fragment analyzers are used to determine the size,
quantity or pattern of DNA fragments generated by Polymerase
Chain Reaction ("PCR") amplification or other means. Typically
this is done by using fluorescently tagged PCR primers to generate
labeled PCR products. Those products are then analyzed
electrophoretically. Fragment analysis applications
include gene mapping and forensic typing, using
microsatellite markers, single-strand conformation
polymorphism (SSCP) analysis to screen for unknown
mutations within genes, and oligonucleotide ligation
assay (OLA) analysis to detect known mutations within
characterized genes.
2. PCR Products. PCR allows for the amplification of
genetic material that otherwise is and of insufficient
quantity to be detected, by producing enough copies of
the material of interest to conduct numerous studies.
PCR products include 24, 48 and 96 sample amplification
systems, a combination PCR preparation and DNA
sequencing system, a combination PCR and PCR detection
system, and various reagents.
3. DNA Synthesizers. DNA synthesizers build synthetic DNA.
Synthetic DNA is used for DNA sequencing primers and is
also used in drug discovery applications. Registrant currently
markets 5 models of synthesizers. Registrant also provides
custom synthesis, in which oligonucleotides are
made-to-order and shipped to customers.
4. Protein Synthesis and Analysis. Protein sequencers
provide information about the amino acids that make up a
given protein by enzymatically digesting the protein and
analyzing the components. Peptide synthesizers build
peptides from amino acids through successive reactions
which involve the addition of the next amino acid,
removal of the groups in order to prevent unwanted side
reactions, activation to ready the growing chain for the
next amino acid addition, and, finally, repeating the
cycle until the desired peptide is produced. The
synthetically-produced peptides are used in understanding
antibody reactions and as potential drugs or drug
analogues.
5. Liquid Chromatography/Mass Spectrometry "LC/MS". LC/MS
combines the separation of complex mixtures with the
quantitation and/or identification of the compounds in
the mixture.
In a joint venture, Perkin-Elmer Sciex Instruments,
Registrant is engaged in the manufacture and sale of mass
spectrometry instrument systems, which are sold by both the
Analytical Instruments and Life Sciences segments.
Registrant also provides services including: repair and
maintenance, consulting, installation and other product
support services.
Page 4
The principal markets for Registrant's Life Sciences
products and services include human disease research, genetic
analysis, pharmaceutical drug discovery, clinical and
biological analysis, and forensics.
MARKETING AND DISTRIBUTION
The marketing and distribution systems for Registrant's
Analytical Instruments and Life Sciences businesses are
essentially the same. In the United States, Registrant
markets the largest portion of its products directly through
its own sales and distribution organizations, although certain
products 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. In certain cases,
discontinuances of certain sources could temporarily interrupt
Registrant's business in the Life Sciences segment.
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 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 or to either industry
segment.
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. In most
cases, 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
Neither of Registrant's industry segments is subject to
pronounced seasonal fluctuations.
Page 5
BACKLOG
Registrant's recorded backlog was $173.2 million at June
30, 1997 and $182.3 million at June 30, 1996. 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 1998.
UNITED STATES GOVERNMENT SALES
No material portion of either of Registrant's industry
segments is subject to renegotiation of profits or termination
of contracts or subcontracts at the election of the United
States Government.
COMPETITION
The industry segments in which Registrant operates are
highly competitive and are 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 industries 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 in its industry segments, Registrant is confident it
is one of the principal manufacturers in its fields, 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,
application requirements, service, and quality.
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 1997, 1996, and 1995, Registrant spent $105.7
million, $102.3 million, and $95.1 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, 1997, Registrant employed 5,685 persons
worldwide. None of Registrant's United States employees is
subject to collective bargaining agreements.
Page 6
(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 1997, 1996, and 1995 is incorporated herein by
reference to Note 6 on Pages 52 and 54 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
Registrant's consolidated net revenues to unaffiliated
customers in countries other than the United States for the
fiscal years 1997, 1996, and 1995 were $792.4 million, $744.7
million, and $669.8 million, or 62.1%, 64.0%, and 63.0%,
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, Japan, Canada, and Singapore.
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, 1997. Registrant considers all facilities
listed below to be reasonably appropriate for the purpose(s)
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. Facilities are grouped
within the business segment which is the principal user.
Page 7
Approximate
Owned or Expiration Floor Area
Location Leased Date of Lease In Sq. Ft.
Analytical Instruments
Norwalk, CT Owned 402,000
Wilton, CT Owned 219,000
San Jose, CA Owned 72,000
Beaconsfield, England Owned 70,000
Ueberlingen, Germany Owned 62,000
Ontario, Canada Owned 38,000
Irvine, CA Owned 22,000
Toronto, Canada Owned 14,700
Ueberlingen, Germany Leased 2001 180,000
Llantrisant, Wales Leased * 113,000
Singapore Leased 1999 30,000
Meersburg, Germany Leased 1998 24,000
Beaconsfield, England Leased 2005 8,000
Life Sciences
Warrington, England Owned 58,000
Narita, Japan Owned 24,000
San Jose, CA Owned 9,000
Foster City, CA** Leased 1997-2005 436,000
Bedford, MA Leased 2000 15,000
Davis, CA Leased 1999 13,000
Salt Lake City, UT Leased 1999 8,000
* Leased on a month to month basis as the facility is being closed.
** Comprising 3 principal facilities totaling 324,000
square feet, and additional facilities totaling 112,000 square
feet.
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 owned as of June 30, 1997 a facility in
Garden Grove, California (approximately 82,000 square feet),
leased to OCA Applied Optics, Inc., which was sold in July
1997. Registrant also owns two facilities in Wilton,
Connecticut (approximately 51,000 square feet and 42,000
square feet), which are held for sale or lease. One of the
facilities in Wilton is leased on a long-term basis, and a
portion of the other facility in Wilton is 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
Page 8
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.
Registrant was 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. Thereafter, the Court permitted United
Technologies Corporation to proceed with its claims against
third parties. Approximately one-half of the third party
claims have been settled, and the remaining claims, including
the claim against Registrant, are likely to be scheduled for
trial in early 1998. In addition, the Government has
threatened to sue non-settling third party defendants for the
unreimbursed waste removal costs should United Technologies
Corporation prevail in its suit. Registrant, while vigorously
contesting the case, has explored the possibility of an out-
of-court settlement, but to date such efforts have proven
unsuccessful. Because of the uncertainty of all litigation,
Registrant 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.
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, 1997, 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 1997 and
1996 (Note 13, Page 61 of the Annual Report to Shareholders
for the fiscal year ended June 30, 1997).
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(b) Holders.
On September 8, 1997, the approximate number of holders
of Common Stock of Registrant was 6,889. The approximate
number of 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
depository trust companies. 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 amount of quarterly dividends paid during the fiscal
years 1997 and 1996 (Note 13, Page 61 of Registrant's Annual
Report to Shareholders for the fiscal year ended June 30,
1997) is hereby incorporated by reference in this Form 10-K.
(d) Sale of Unregistered Securities
Registrant has sold no securities in the last 3 years
which were not registered under the Securities Act of 1933.
Item 6. SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference in this Form
10-K, Page 34 of Registrant's Annual Report to Shareholders for
the fiscal year ended June 30, 1997.
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 35-41 of Registrant's Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Registrant hereby incorporates by reference in this Form
10-K, Note 12 on Pages 59-60 of Registrant's Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
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, 1997 are
incorporated by reference in this Form 10-K: the Consolidated
Financial Statements and the report thereon of Price
Waterhouse LLP dated July 23, 1997, and Pages 42-62 of said
Annual Report, including Note 13, Page 61, which contains
unaudited quarterly financial information.
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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, 1997, the date of
Registrant's most recent financial statements. There have
been no unresolved disagreements on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.
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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 1-3 of Registrant's Proxy Statement dated September 8,
1997, in connection with its Annual Meeting of Shareholders to be
held on October 16, 1997.
(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 8, 1997.
Name Age Present Positions and Year First Elected
Manuel A. Baez...........55 Senior Vice President and President, Analytical Instruments Division (1996)
Peter Barrett............44 Vice President (1994)
Ugo D. DeBlasi...........35 Corporate Controller (1997)
Michael W. Hunkapiller...48 Vice President (1994)
Stephen O. Jaeger........53 Vice President, Chief Financial Officer (1995), and Treasurer (1996)
Joseph E. Malandrakis....52 Vice President (1993)
Mark C. Rogers...........54 Senior Vice President, Corporate Development, and Chief Technology Officer (1996)
William B. Sawch.........42 Vice President, General Counsel and Secretary (1993)
Tony L. White............51 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 17, 1996 or was elected by the Board since that date.
The term of each officer will expire on October 16, 1997, the
date of the next scheduled organizational meeting of the Board of
Directors, unless renewed for another year. Mr. Jaeger has
announced his resignation as Vice President, Chief Financial
Officer and Treasurer on or about September 30, 1997. Mr. Dennis
L. Winger has been appointed Senior Vice President, Chief
Financial Officer and Treasurer effective upon Mr. Jaeger's
resignation.
(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 1-3 of Registrant's Proxy Statement
dated September 8, 1997, in connection with its Annual
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Meeting of Shareholders to beheld on October 16, 1997. 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 Mr. Baez, Dr. Hunkapiller,
Mr. Jaeger, Dr. Rogers, Mr. White and Mr. Winger.
Mr. Baez was elected Senior Vice President of Registrant on
June 20, 1996. Prior to his employment by Registrant in June,
1996, Mr. Baez was employed by Baxter International Inc. for 22
years, most recently as Executive Vice President, International.
Prior to joining Baxter International, Inc., Mr. Baez was
employed by Ciba-Geigy, Inc.
Dr. Hunkapiller was elected Vice President of Registrant on
October 20, 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 in
various capacities at British Petroleum North America, Inc. from
1979 to 1987, with his last position being Senior Vice President
and Chief Financial Officer.
Dr. Rogers was elected Senior Vice President on June 20,
1996. Prior to his employment by Registrant in May, 1996, Dr.
Rogers was Vice Chancellor for Health Affairs at Duke University
Medical Center and Chief Executive Officer at Duke Hospital and
Health Network from 1992 to 1996. Prior to joining Duke,
Dr. Rogers held a number of positions at Johns Hopkins
University, including Chairman of the Department of
Anesthesiology and Critical Care Medicine.
Mr. White was elected Chairman, President and Chief
Executive Officer of Registrant in September, 1995. Prior to his
joining Registrant, he was Executive Vice President and a member
of the Office of the Chief Executive of Baxter International Inc.
He also served as Group Vice President of Baxter International
Inc. from 1986 to 1992. Mr. White is also a director of
C.R. Bard, Inc. and Ingersoll-Rand Company.
Mr. Winger has accepted the position of Senior Vice
President, Chief Financial Officer, and Treasurer effective
September 30, 1997. Prior to his employment by Registrant, Mr.
Winger was employed by Chiron Corporation where he was Senior
Vice President, Finance and Administration, and Chief Financial
Officer since 1989.
(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.
Page 13
(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 7 of Registrant's Proxy Statement dated September 8, 1997,
in connection with its Annual Meeting of Shareholders to be held
on October 16, 1997.
Item 11. EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference in this Form 10-K
Pages 8-11 and 13-18 of Registrant's Proxy Statement dated
September 8, 1997, in connection with its Annual Meeting of
Shareholders to be held on October 16, 1997.
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 6 of Registrant's Proxy Statement dated September 8, 1997,
in connection with its Annual Meeting of Shareholders to be held
on October 16, 1997.
(b) Security Ownership of Management.
Information concerning the security ownership of management
is hereby incorporated by reference to Pages 2-3 and 7 of
Registrant's Proxy Statement dated September 8, 1997, in
connection with its Annual Meeting of Shareholders to be held on
October 16, 1997.
(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
Information concerning certain related party transactions is
hereby incorporated by reference to Note 9, Pages 56-57 of the
Annual Report to Shareholders for the fiscal year ended June 30,
1997, and to Page 6 of Registrant's Proxy Statement dated
September 8, 1997, in connection with its Annual Meeting of
Shareholders to be held on October 16, 1997.
Page 14
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 23,
1997, appearing on Pages 42 through 62 of Registrant's Annual
Report to Shareholders for the fiscal year ended June 30, 1997,
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, 1997 is not to be
deemed filed as part of this report on Form 10-K.
10-K Annual Report
Page No. Page No.
Consolidated Statements of
Operations - fiscal years
1997, 1996, and 1995..................... -- 42
Consolidated Statements of
Financial Position - fiscal years
1997 and 1996............................ -- 43
Consolidated Statements of
Cash Flows - fiscal years
1997, 1996, and 1995..................... -- 44
Consolidated Statements of
Shareholders' Equity - fiscal years
1997, 1996, and 1995..................... -- 45
Notes to Consolidated Financial
Statements............................... -- 46-61
Report of Management....................... -- 62
Report of Price Waterhouse LLP............. -- 62
(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,
1997. 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
10-K Page No. Report Page No.
Report of Independent Accountants
on Financial Statement Schedule........... 20 --
Schedule II - Valuation and
Qualifying Accounts and Reserves.......... 21 --
Page 15
(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).)
2(5) Agreement and Plan of Merger, dated as of August 23, 1997, among
the registrant, Seven Acquisition Corp. and PerSeptive
Biosystems, Inc. (Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated August 23, 1997 (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. (Incorporated by reference to
Exhibit 4(1) to Annual Report on Form 10-K of the Corporation for
fiscal year ended June 30, 1995 (Commission file number 1-4389).).
4(2) Amendment dated as of March 31, 1996 to the Three Year Credit Agreement
dated as of June 1, 1994, among Morgan Guaranty Trust Company, certain
banks named in such Agreement, and the Corporation, as amended July 20,
1995.
4(3) 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) The Perkin-Elmer Corporation 1996 Stock Incentive Plan. (Incorporated
by reference to Exhibit 99 to the Corporation's Registration Statement
on Form S-8 (No. 333-15189).)
10(5) 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(6) 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).)
Page 16
10(7) Agreement dated September 12, 1995, between Registrant and Tony L.
White. (Incorporated by reference to Exhibit 10(21) to Annual Report on
Form 10-K of the Corporation for the fiscal year ended June 30, 1995
(Commission file number 1-4389).)
10(8) Agreement dated May 7, 1996, between Registrant and Mark C. Rogers.
10(9) Agreement dated April 11, 1995, between Registrant and Stephen O.
Jaeger. (Incorporated by reference to Exhibit 10(19) to Annual Report
on Form 10-K of the Corporation for the fiscal year ended June 30, 1996
(Commission file number 1-4389).)
10(10) Agreement dated June 3, 1996, between Registrant and Manuel A. Baez.
10(11) Deferred Compensation Contract dated September 15, 1994, between
Registrant and Michael W. Hunkapiller. (Incorporated by reference to
Exhibit 10(7) to Annual Report on Form 10-K of the Corporation for the
fiscal year ended June 30, 1995 (Commission file number 1-4389).)
10(12) Change of Control Agreement dated September 12, 1995 between Registrant
and Tony L. White. (Incorporated by reference to Exhibit 10(16) to
Annual Report on Form 10-K of the Corporation for the fiscal year ended
June 30, 1995 (Commission file number 1-4389).)
10(13) Employment Agreement dated November 16, 1995, between Registrant and
Michael W. Hunkapiller. (Incorporated by reference to Exhibit 10(11) to
Annual Report on Form 10-K of the Corporation for fiscal year ended
June 30, 1996 (Commission file number 1-4389).)
10(14) Employment Agreement dated June 20, 1996, between Registrant and Manuel
A. Baez.
10(15) Employment Agreement dated June 20, 1996, between Registrant and Mark
C. Rogers.
10(16) Employment Agreement dated November 16, 1995, between Registrant and
Stephen O. Jaeger. (Incorporated by reference to Exhibit 10(12) to
Annual Report on Form 10-K of the Corporation for the fiscal year ended
June 30, 1996 (Commission file number 1-4389).)
10(17) 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(17) 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) 1993 Director Stock Purchase and Deferred Compensation Plan as amended
June 19, 1997.
10(19) Pledge Agreements and Promissory Notes between Registrant and Stephen
O. Jaeger, Michael W. Hunkapiller and Michael J. McPartland.
(Incorporated by reference to Exhibit 10 to Quarterly Report on Form
10-Q of the Corporation for the quarter ended March 31, 1996
(Commission file number 1-4389).)
10(20) The Division Long-Term Incentive Plan of The Perkin-Elmer Corporation
dated July 1, 1996.
10(21) The Performance Unit Bonus Plan of The Perkin-Elmer Corporation.
10(22) The Estate Enhancement Plan of The Perkin-Elmer Corporation.
10(23) The Deferred Compensation Plan of The Perkin-Elmer Corporation dated
October 1, 1996.
11 Computation of Net Income (Loss) per Share for the five years ended
June 30, 1997.
13 Annual Report to Shareholders for 1997 (to the extent incorporated
herein by reference).
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 $3.00 U.S.
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.
Page 17
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 12, 1997
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 12, 1997
Tony L. White
Chairman of the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen O. Jaeger September 12, 1997
Stephen O. Jaeger
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Ugo D. DeBlasi September 12, 1997
Ugo D. DeBlasi
Corporate Controller
(Principal Accounting Officer)
/s/ Joseph F. Abely, Jr. September 10, 1997
Joseph F. Abely, Jr.
Director
Page 18
/s/ Richard H. Ayers September 9, 1997
Richard H. Ayers
Director
/s/ Jean-Luc Belingard September 8, 1997
Jean-Luc Belingard
Director
/s/ Robert H. Hayes September 10, 1997
Robert H. Hayes
Director
/s/ Donald R. Melville September 8, 1997
Donald R. Melville
Director
/s/ Burnell R. Roberts September 5, 1997
Burnell R. Roberts
Director
/s/ Georges C. St. Laurent, Jr. September 10, 1997
Georges C. St. Laurent, Jr.
Director
/s/ Carolyn W. Slayman September 5, 1997
Carolyn W. Slayman
Director
/s/ Orin R. Smith September 9, 1997
Orin R. Smith
Director
/s/ Richard F. Tucker September 10, 1997
Richard F. Tucker
Director
Page 19
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 23, 1997, appearing on Page 62 of the
1997 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. In our opinion, 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 23, 1997
Page 20
THE PERKIN-ELMER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED JUNE 30, 1997, 1996 AND 1995
(Amounts in thousands)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS
Balance at June 30, 1994............................... $7,247
Charged to income in fiscal year 1995.................. 2,086
Deductions from reserve in fiscal year 1995............ (384)
Balance at June 30, 1995............................... 8,949
Charged to income in fiscal year 1996.................. 1,090
Deductions from reserve in fiscal year 1996............ (3,194)
Balance at June 30, 1996............................... 6,845 (1)
Charged to income in fiscal year 1997.................. 1,049
Deductions from reserve in fiscal year 1997............ (2,450)
Balance at June 30, 1997............................... $5,444 (1)
(1) Deducted in the Consolidated Statements of Financial Position
from accounts receivable.
SCHEDULE II
Page 21
THE PERKIN-ELMER CORPORATION
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Dollar amounts in thousands, except per share amounts)
At June 30, 1997 1996 1995 1994 1993
Weighted average number of common shares 43,383 42,720 42,129 43,857 43,780
Common stock equivalents - stock options 1,296 1,027 515 816 1,173
Weighted average number of common shares
used in calculating primary earnings per share 44,679 43,747 42,644 44,673 44,953
Additional dilutive stock options under
paragraph #42 APB #15 116 137 120 172 97
Shares used in calculating earnings per share - fully
diluted basis 44,795 43,884 42,764 44,845 45,050
Calculation of primary and fully diluted earnings
per share:
PRIMARY AND FULLY DILUTED:
Income from continuing operations $ 115,155 $ 13,944 $ 66,877 $ 73,978 $ 24,444
(Loss) Income from discontinued operations - - - (22,851) 1,714
Income before cumulative effect of
accounting changes 115,155 13,944 66,877 51,127 26,158
Cumulative effect of accounting changes - - - - (83,098)
Net income (loss) used in the calculation of
primary and fully diluted earnings per share $ 115,155 $ 13,944 $ 66,877 $ 51,127 $ (56,940)
PRIMARY:
Per share amounts:
Income from continuing operations $ 2.58 $ .32 $ 1.57 $ 1.66 $ .54
(Loss) Income from discontinued operations - - - (.52) .04
Income before cumulative effect of
accounting changes 2.58 .32 1.57 1.14 .58
Loss from cumulative effect of accounting changes - - - - (1.85)
Net income (loss) $ 2.58 $ .32 $ 1.57 $ 1.14 $ (1.27)
FULLY DILUTED:
Per share amounts:
Income from continuing operations $ 2.57 $ .32 $ 1.56 $ 1.65 $ .54
(Loss) Income from discontinued operations - - - (.51) .04
Income before cumulative effect of
accounting changes 2.57 .32 1.56 1.14 .58
Loss from cumulative effect of accounting changes - - - - (1.84)
Net income (loss) $ 2.57 $ .32 $ 1.56 $ 1.14 $ (1.26)
EXHIBIT 11
Page 22
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-95451, 33-25218, 33-
44191, 33-50847, 33-50849, 33-58778, and 333-15189) of The
Perkin-Elmer Corporation of our report dated July 23, 1997,
appearing on page 62 of the Annual Report to Shareholders 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 20 of this
Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 10, 1997
EXHIBIT 23
Page 23