SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 13, 2001
PACKARD BIOSCIENCE COMPANY
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or other jurisdiction of incorporation)
333-24001 06-0676652
(Commission File Number) (IRS Employer Identification No.)
800 RESEARCH PARKWAY, MERIDEN, CONNECTICUT 06450
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 238-2351
ITEM 5. OTHER EVENTS.
On July 16, 2001, Packard BioScience Company (the "Company") and PerkinElmer,
Inc. ("PerkinElmer") announced that they had entered into an agreement and plan
of merger (the "Merger Agreement"), dated as of July 13, 2001, providing for the
merger of the Company and PerkinElmer. If the merger is completed, the Company
will become a wholly-owned subsidiary of PerkinElmer, and the holders of the
common stock of the Company will be entitled to receive 0.311 of a PerkinElmer
share for each of their shares of common stock of the Company.
Certain stockholders of the Company, representing in the aggregate a majority of
the Company's outstanding shares, have also entered into a stockholder's and
voting agreements with PerkinElmer in connection with the Merger.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1, copies of
the Stockholder's Agreement and the Voting Agreements are attached hereto as
Exhibits 10.1 through 10.8, and a copy of the press release announcing the
Merger is attached hereto as Exhibit 99.1. This summary is qualified in its
entirety by reference to such exhibits.
c) Exhibits.
2.1 Agreement and Plan of Merger, by and among PerkinElmer, Inc., Pablo
Acquisition Corp. and Packard BioScience Company, dated as of July 13,
2001. (1)
10.1 Stockholder's Agreement, dated as of July 13, 2001, between
PerkinElmer, Inc. and Stonington Capital Appreciation 1994 Fund, L.P.
10.2 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Richard T. McKernan. (1)
10.3 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Virginia J. McKernan. (1)
10.4 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Barbara P. Olcott. (1)
10.5 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Emery G. Olcott. (1)
10.6 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and the Timothy S. Olcott Trust. (1)
10.7 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Timothy O. White, Jr. (1)
10.8 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc.
and Franklin R. Witney. (1)
99.1 Press Release dated February 27, 2001
(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will furnish
copies of any of the exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
PACKARD BIOSCIENCE COMPANY
By: /s/ T.O. White
------------------------------------
Name: Timothy O. White
Title: Vice President
Date: July 16, 2001
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, by and among PerkinElmer, Inc.,
Pablo Acquisition Corp. and Packard BioScience Company, dated as
of July 13, 2001. (1)
10.1 Stockholder's Agreement, dated as of July 13, 2001, between
PerkinElmer, Inc. and Stonington Capital Appreciation 1994 Fund,
L.P.
10.2 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Richard T. McKernan. (1)
10.3 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Virginia J. McKernan. (1)
10.4 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Barbara P. Olcott. (1)
10.5 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Emery G. Olcott. (1)
10.6 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and the Timothy S. Olcott Trust. (1)
10.7 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Timothy O. White, Jr. (1)
10.8 Voting Agreement, dated as of July 13, 2001, between PerkinElmer,
Inc. and Franklin R. Witney. (1)
99.1 Press Release dated February 27, 2001
(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will furnish
copies of any of the exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.