Filed Pursuant to Rule 424(b)(1)

Registration No. 333-31996

P_R_O_S_P_E_C_T_U_S

12,000,000 SHARES

[PACKARD BIOSCIENCE LOGO]

COMMON STOCK

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This is Packard BioScience Company's initial public offering. Packard
BioScience Company is selling all of the shares. The U.S. underwriters are
offering 9,600,000 shares in the U.S. and Canada and the international managers
are offering 2,400,000 shares outside the U.S. and Canada.

Currently, no public market exists for the shares. The shares have been
approved for quotation on the Nasdaq National Market under the symbol "PBSC."

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
----------------

PER SHARE TOTAL
--------- -----

Public offering price....................................... $9.00 $108,000,000

Underwriting discount....................................... $.63 $7,560,000

Proceeds, before expenses, to Packard BioScience............ $8.37 $100,440,000

The U.S. underwriters may also purchase up to an additional 1,440,000
shares from Packard BioScience Company and certain stockholders at the public
offering price, less the underwriting discount, within 30 days from the date of
this prospectus to cover over-allotments. The international managers may
similarly purchase up to an additional 360,000 shares from Packard BioScience
Company and certain stockholders.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about April 26, 2000.

------------------

MERRILL LYNCH & CO.

CHASE H&Q

ROBERT W. BAIRD & CO.

BANC OF AMERICA SECURITIES LLC

THOMAS WEISEL PARTNERS LLC

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The date of this prospectus is April 19, 2000.

TABLE OF CONTENTS

PAGE
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Prospectus Summary.......................................... 1
Risk Factors................................................ 6
Use of Proceeds............................................. 15
Dividend Policy............................................. 15
Capitalization.............................................. 16
Dilution.................................................... 17
Selected Historical Consolidated Financial Data............. 18
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 19
Business.................................................... 29
Management.................................................. 62
Related Party Transactions.................................. 74
Security Ownership by Management and Principal
Stockholders.............................................. 75
Description of Capital Stock................................ 78
Description of Indebtedness................................. 80
Shares Eligible for Future Sale............................. 82
Material United States Federal Tax Considerations for
Non-U.S. Holders.......................................... 84
Underwriting................................................ 87
Legal Matters............................................... 91
Experts..................................................... 91
Where You Can Find Additional Information................... 91
Index to Consolidated Financial Statements.................. F-1

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You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus or other date stated in this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.

------------------------

Unless otherwise indicated, all information in this prospectus reflects:

- a 5 for 1 split of our common stock effective as of March 21, 2000; and

- the filing of an amended and restated certificate of incorporation with
the Secretary of State of the State of Delaware on March 21, 2000.

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Packard, HTRF, TopCount, InstantImager, MultiPROBE, FlashPlate, Discovery,
PlateTrak, Cyclone (in the EU only) and LucLite are registered trademarks and
ALPHA, AlphaQuest and Biochip Arrayer are trademarks of Packard BioScience
Company or its subsidiaries.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. IT IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE
ENTIRE PROSPECTUS CAREFULLY, ESPECIALLY THE RISKS OF INVESTING IN OUR COMMON
STOCK DISCUSSED UNDER "RISK FACTORS" AND OUR CONSOLIDATED FINANCIAL STATEMENTS
AND ACCOMPANYING NOTES.

PACKARD BIOSCIENCE COMPANY

We are a leading global developer, manufacturer and marketer of instruments
and related consumables and services for use in the life sciences research and
nuclear industries. Our broad technology portfolio and our experience in working
in more than 60 countries with market-leading customers have allowed us to
establish a worldwide leadership position in many of our primary product
categories, with well-recognized brand names and a reputation for high-quality,
reliable instruments. For the year ended December 31, 1999, we generated total
revenues of $264.9 million.

We are primarily focused on the rapidly growing areas of drug discovery,
genomics and biochip analysis. We are continuing to develop integrated platforms
built on our wide range of technologies and instrumentation. These platforms are
designed to support the industrialization of drug discovery by bringing the
benefits of miniaturization, automation and ultra-high throughput analysis to
these areas. Today, we believe we provide the most comprehensive integrated
solutions for drug screening applications that allow our customers to increase
speed, reduce cost, improve data accuracy and enhance productivity. We intend to
build upon our drug screening foundation by expanding on our evolving genomics,
biochip and microarray platforms.

PACKARD INSTRUMENT

Through Packard Instrument, we are a leading company in laboratory
automation and have developed scalable platforms built on our worldwide
leadership in the manufacturing and marketing of bioanalytical instruments for
use in the life sciences research industry. Pharmaceutical and biotechnology
companies have recognized that in order to advance the drug discovery process,
significantly greater investments in genomics research and advanced drug
screening at high throughput rates are required. Industry experts predict that
in the year 2000, the life sciences research industry will spend more than
$80 billion on drug discovery research and development. Meeting this growing
demand with integrated, multitechnology, scalable solutions that span the drug
discovery process is a key element of our growth strategy.

Whereas many technology companies offer a solution for one individual
component of the broader drug discovery process, we are incorporating numerous
proven technologies into our product offerings so that the entire process can
operate with greater efficiency. Our approach is aimed at total integration of
our technologies, which were developed to eliminate present-day shortcomings
from the drug discovery process. These shortcomings result from insufficient
speed of analysis due to lack of integrated automation in moving samples through
the process, limitations on the ability to miniaturize assays and the high cost
of failures late in the drug development process. Our solutions address these
shortcomings with features such as miniaturization, automation and ultra-high
throughput. In addition, the development of our genomics analysis, biochip and
microarray platforms will complement our well-established drug screening
platform.

provides the broadest range of products and services to the pharmaceutical drug
screening industry. Packard's primary products include:

- microwell plate readers;

- imaging systems;

- automated liquid handling systems;

- laboratory robotics;

- bioanalytical spectrometers; and

- biochemicals and related supplies.

We intend to expand upon our leadership position in supporting drug
screening with further commercialization of our technologies, products and
platforms. As part of our strategy we plan to:

- continue the development of new and existing proprietary technologies for
integrated drug screening, genomics and biochip analysis platforms;

- accelerate investments in technologies associated with our products and
services through research and development and collaborations;

- leverage our high brand recognition, strong market presence and
well-developed sales and marketing infrastructure to commercialize new
platform technologies; and

- expand our recurring revenue stream through sales of consumables,
outsourcing and other services.

We have strong long-term relationships with a broad customer base that
includes substantially all of the 50 largest pharmaceutical and biotechnology
companies. We also have one of the largest installed bases in the life sciences
research industry with over 25,000 instruments. Our broad and well-developed
customer relationships and extensive installed base not only allow us to
generate a recurring revenue stream from services and sales of related
consumables, but also provide us with customer insights that are invaluable for
the development and commercialization of new products and technologies. Through
Packard's worldwide sales, marketing and service organization of approximately
400 individuals, we distribute our instruments and other products and provide
services to many of the leading pharmaceutical, biotechnology and agrochemical
companies, as well as to prominent academic, government and medical
laboratories.

For the year ended December 31, 1999, Packard generated revenues of $158.9
million or 60% of our total revenues.

CANBERRA INDUSTRIES

- hardware and software for the detection, analysis and containment of
nuclear materials; and

- services related to the analysis of nuclear materials, including
measurement, expert data review, site management and consulting services,
and after-sale support, service and applications training.

We enjoy close, long-term relationships with key customers that have
resulted in the development of a number of our new technologies and products. We
serve government institutions such as the U.S. Department of Energy, utilities,
research laboratories, commercial analytical laboratories and local, national
and international regulatory agencies such as the International Atomic Energy
Agency. In addition, Canberra has leveraged its reputation for well-documented
quality systems into areas that require high levels of quality assurance. For
example, Canberra is the only company qualified to assay nuclear waste for
shipment to the Waste Isolation Pilot Plant under the waste acceptance criteria
established by the U.S. Department of Energy.

Canberra has more recently focused on the development of the infrastructure,
technical resources and support services necessary to meet the opportunities in
the emerging areas of environmental restoration and waste management. Based on
our experience and expertise in developing sophisticated nuclear instrumentation
and years of working with customers in the environmental restoration and waste
management fields, we are well positioned to offer environmental cleanup
services with proven solutions and experienced personnel. The U.S. Department of
Energy alone has budgeted $6.3 billion in the current fiscal year to spend on
programs for cleaning up sites that were used for the production of nuclear
materials for weapons. During the 1990's, the U.S. Department of Energy
negotiated cleanup agreements with the states in which some of the largest and
most contaminated sites are located. These agreements call for aggressive
cleanup schedules and impose fines as high as $60,000 per day if the schedules
are not met. We believe that more tasks are being privatized each year. This
outsourcing provides growth opportunities for commercial measurement services
providers such as Canberra. In addition, we believe that remediation in the
nuclear power industry, both domestically and internationally, will provide
significant additional opportunities for growth.

As part of our business strategy, we intend to:

- use core technologies and applications expertise to maximize the
opportunity presented by the worldwide nuclear cleanup;

- leverage brand recognition, market presence and infrastructure to generate
higher value business from our existing customer base; and

- develop safeguards applications to address emerging opportunities in the
areas of environmental restoration, waste management and nuclear weapons
stewardship.

For the year ended December 31, 1999, Canberra generated revenues of $106.0
million or 40% of our total revenues.

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Our principal executive offices are located at 800 Research Parkway,
Meriden, Connecticut 06450. Our telephone number is (203) 238-2351.

THE OFFERING

Common stock offered by Packard BioScience Company:
U.S. offering............................... 9,600,000 shares
International offering...................... 2,400,000 shares

Total................................... 12,000,000 shares

Shares outstanding after the offering........... 60,301,685 shares

Use of proceeds................................. The net proceeds from this offering, without giving
effect to the exercise of the underwriters'
over-allotment options, will be approximately
$98.0 million. We intend to use these net proceeds:

- to reduce outstanding indebtedness under our
senior credit facility;

- to increase spending associated with research and
development, new product development, enhancement
of existing products and strategic collaborations
and aquisitions;

- to make open-market purchases from time to time
of our 9 3/8% senior subordinated notes due 2007,
if available on terms acceptable to us; and

- for general corporate purposes.

Our use of proceeds is more fully described under
"Use of Proceeds."

Risk factors.................................... See "Risk Factors" and other information included
in this prospectus for a discussion of factors you
should carefully consider before deciding to invest
in shares of the common stock.

Nasdaq National Market symbol................... "PBSC"

The number of shares outstanding after the offering excludes:

- 7,344,150 shares of common stock issuable upon exercise of outstanding
options granted to our directors, officers, employees and consultants
under our existing stock option plans;

- 7,000,000 shares of common stock reserved for issuance under the stock
incentive, non-employee director compensation and employee stock purchase
plans we have adopted in connection with the offering, as described under
"Management"; and

- up to 1,800,000 additional shares of common stock the underwriters may
purchase in the offering pursuant to their over-allotment options. We and
certain of our stockholders not selling shares in the offering have
granted options to the underwriters to purchase up to 1,800,000 additional
shares at the public offering price less the underwriting discount. If the
underwriters' over-allotment options are exercised in full, we will issue
and sell an additional 1,522,200 shares and certain of our stockholders
will sell 277,800 shares. We will not receive any of the proceeds from the
sale of shares by the selling stockholders.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary historical consolidated financial
data for the periods ended and as of the dates indicated. The summary historical
consolidated financial data as of December 31, 1999 and for the years ended
December 31, 1997, 1998 and 1999 are derived from our audited consolidated
financial statements included elsewhere in this prospectus. The summary
historical consolidated financial data for the years ended December 31, 1995 and
1996 are derived from our audited consolidated financial statements that are not
included in this prospectus. This information should be read in conjunction with
the consolidated financial statements and accompanying notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus.

YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

OPERATING STATEMENT DATA:
Revenues................................. $169,114 $184,018 $184,113 $228,164 $264,892
Gross profit (1)......................... 87,637 97,669 96,120 114,645 121,240
Income from operations (2)............... 25,901 30,150 4,356 22,773 28,980
Net income (loss) (3).................... 14,605 19,236 (18,755) 1,905 (198)
Weighted average diluted shares
outstanding (4)........................ 129,412 125,697 62,318 47,683 45,803
Diluted earnings (loss) per share (4).... $0.11 $0.15 ($0.30) $0.04 $0.00
Dividends declared and paid per share.... 0.03 0.04 -- -- --

AS OF DECEMBER 31, 1999
----------------------------
AS ADJUSTED
ACTUAL FOR OFFERING (5)
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BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 7,576 $ 59,806
Working capital............................................. 38,565 91,195
Total assets................................................ 205,995 257,348
Long-term debt, less current portion........................ 225,731 180,341
Stockholders' deficit....................................... (107,890) (10,747)

- --------------------------

(1) Includes the following:

- the expensing of fair market value adjustments associated with acquired
inventories totaling $0.8 million in 1997, $1.5 million in 1998 and
$1.0 million in 1999; and

- a $2.7 million charge in 1999 in connection with modifying an existing
license agreement and terminating the production of an OEM clinical
product.

(2) Includes the items in (1) above and the following:

- charges totaling $0.8 million in 1996 and $18.4 million in 1997,
associated with our 1997 recapitalization;

- charges in 1998 of $6.1 million for purchased in-process research and
development and $12.1 million to settle a litigation, including legal
fees, and a gain in 1998 of $10.8 million we recognized in connection
with the sale of our gas generation product line; and

- a compensation charge of $1.8 million in 1999 associated with the 1999
vesting of stock options granted to certain of our employees.

(3) Includes a $3.2 million gain recognized in 1998 on the sale of equity
securities.

(4) Based upon the average shares outstanding during each period presented,
including the impact of outstanding options, except when such options are
anti-dilutive.

(5) Reflects the use of proceeds from this offering as described under "Use of
Proceeds," including the write-off of net deferred financing costs of
$0.9 million.

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER
INFORMATION IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION.

WE EXPECT TO ENCOUNTER INTENSE COMPETITION IN THE MARKETS WE TARGET. THIS
COMPETITION COULD RENDER OUR PRODUCTS OBSOLETE OR SUBSTANTIALLY LIMIT THE VOLUME
OF PRODUCTS THAT WE SELL.

LIFE SCIENCES INDUSTRY

The life sciences research industry is highly competitive, and we encounter
competition from several manufacturers in both domestic and foreign markets.
Some of our competitors, such as Bio-Tek Instruments, Inc. and Hamilton Company,
compete with us in one of our product lines. Others, such as PE Biosystems,
Amersham Pharmacia Biotech AB, Tecan AG, PerkinElmer, Inc. (formerly
EG&G, Inc.), Thermo Bioanalysis Corporation and Beckman Coulter, Inc. compete
with us in a number of our product lines. In addition, we have various
competitors that are focusing on the areas that are being addressed by our
integrated platforms. The principal competitors in these areas are, in
alphabetical order:

- for drug screening systems: Aurora Biosciences Corporation, Carl Zeiss
Jena GmbH, Cellomics, Inc., CyBio AG, Evotec BioSystems AG, IGEN
International Inc., LJL BioSystems, Inc. and Molecular
Devices Corporation;

- for integrated genomics systems: Agilent Technologies, Inc., Caliper
Technologies Corporation, Orchid Biocomputer, QIAGEN NV and Sequenom,
Inc.; and

- for biochips and microarray products: Affymetrix, Inc., Gene Logic, Inc.,
Hyseq, Inc., Illumina, Inc. and Nanogen, Inc.

Some competitors are significantly larger and have greater resources than we
do. Companies that, like us, design, manufacture and market analytical
instruments for use in the life sciences research industry, face competition in
these areas from genomic, pharmaceutical, biotechnology and diagnostic
companies, and also from academic and research institutions and government or
other publicly-funded agencies, both in the United States and abroad. We may not
be able to compete effectively with all of these competitors.

We believe that competition within the markets we serve is primarily driven
by the need for innovative products that address the needs of customers. We
attempt to counter competition by seeking to develop differentiated new products
and provide quality products and services that meet customers' needs. We cannot
assure you, however, that we will be able to successfully develop new products
or that our existing or new products and services will adequately meet our
customers' needs. For example, if demand for biochips grows rapidly, our
production capabilities may be inadequate to meet such high demand. We compete
primarily on the basis of:

- technology and innovation;

- quality, features, price and performance of our products; and

- service and applications support.

Rapidly changing technology, evolving industry standards, changes in
customer needs, emerging competition, and frequent new product and service
introductions characterize the markets for our products. To remain competitive,
we will be required to develop new products and periodically enhance our
existing products in a timely manner. We are facing increased competition as new
companies enter the market with new technologies that compete, or will compete,
with our products and future products. We cannot assure you that one or more of
our competitors will not succeed in developing or

marketing technologies or products that are more effective or commercially
attractive than our products or future products, or that would render our
technologies and products obsolete or uneconomical. Our future success will
depend in large part on our ability to maintain a competitive position with
respect to our current and future technologies, which we may not be able to do.
In addition, delays in the launch of our new products may result in decreased
revenues from sales of instruments, together with related sales of biochemicals,
other consumables and services, during the period of the delay. Such delays may
also result in decreased revenues in subsequent periods due to the longer period
needed to establish an installed base and any loss of market share due to our
customers' purchases of competitors' products during the delay.

NUCLEAR INDUSTRY

The nuclear industry is highly competitive and we encounter competition from
a number of large domestic and foreign manufacturers, as well as from
governmental entities. For example, commercial competitors such as
PerkinElmer, Inc. and Eurisys Mesures, and the U.S. Department of Energy,
compete with us in a number of our product lines. Canberra competes principally
on the basis of:

- applications expertise;

- quality, product reliability, performance and price; and

- service and support.

The nuclear instrumentation market is a very mature and stable market in
which we encounter competition and expect to continue to encounter competition.
Although the industry remains fragmented, there has been a recent trend toward
consolidation among the suppliers of instrumentation. This may lead to a smaller
number of larger suppliers with greater resources to compete with us. We cannot
assure you that the competitive environment in which we operate will not change
significantly in the future or that we will remain competitive in the current
environment or any future, altered environment.

OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO SUCCESSFULLY INTRODUCE NEW
PRODUCTS AND PLATFORMS AND EXPAND THE RANGE OF APPLICATIONS FOR OUR CURRENT
PRODUCTS.

We intend to develop and commercialize new technologies to meet customers'
expanding needs and demands. Our new technology platforms require
state-of-the-art or even pioneering know-how in the areas of biochemistry,
fluidics and physics. Our revenue growth will depend on overcoming various
technological challenges to successfully introduce new products and platforms
into the marketplace. Market acceptance of these new products and platforms will
depend on many factors, including demonstrating to existing and potential
customers that our technologies are superior to other technologies and products
that are available now or may become available in the future. For example, there
are a variety of approaches to the fabrication of biochips and our design may
not be the most widely accepted. If our new products or platforms do not gain
market acceptance, it could materially adversely affect our business, financial
condition, results of operations and future growth prospects.

In addition, we must continue to develop new applications for our existing
products. If we are not able to complete the development of these applications,
or if we experience difficulties or delays, we may lose our current customers
and may not be able to attract new customers, which could seriously harm our
business and our future growth prospects.

Some of our licensed technology is subject to contractual restrictions which
may limit our ability to develop or commercialize products for certain of our
applications. We also may be unable to obtain licenses to new technologies
needed to introduce new products.

IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, WE MAY BE
UNABLE TO PREVENT THIRD PARTIES FROM USING OUR TECHNOLOGY, WHICH COULD IMPAIR
OUR ABILITY TO COMPETE EFFECTIVELY IN THE MARKET.

In addition to patents, we rely on a combination of trade secrets, copyright
and trademark laws, nondisclosure agreements, licensing arrangements and other
contractual provisions and technical measures to establish and protect our
intellectual property rights. Through Packard Instrument, we own approximately
50 U.S. and foreign patents and have over 30 patent applications pending in the
United States and abroad. We also own numerous U.S. and foreign registered
trademarks and trade names and have applications for the registration of
trademarks and trade names pending in the United States and abroad.

Our success will depend in part on our ability, and the ability of our
collaborators and licensors, to obtain and maintain meaningful patent protection
for the technology underlying our products, both in the United States and in
other countries. We cannot assure you that any of the presently pending or
future patent applications will result in issued patents, or that any patents
issued to us will not be challenged, invalidated or held unenforceable. Further,
we cannot guarantee that any patents issued to us will provide a basis for
commercially viable products or provide us a significant competitive advantage.

In order to protect or enforce our patent rights, we may initiate actions
against third parties, such as patent infringement suits or interference
proceedings. Any actions regarding patents could be costly and time-consuming,
and divert our management and key personnel from our business operations.
Additionally, they could put our patents at risk of being invalidated or
interpreted narrowly or our patent applications at risk of not issuing.

In addition to our patents, we possess a wide array of unpatented
proprietary technology and know-how and license certain intellectual property
rights to and from third parties. Nevertheless, such measures may not be
adequate to safeguard the technology underlying our products. Moreover, certain
of our licenses can be terminated or converted to non-exclusive by the licensor
if we fail to meet certain specified performance targets.

If we fail to successfully enforce our proprietary technology or otherwise
maintain the proprietary nature of our intellectual property with respect to our
significant current or proposed products, our competitive position could suffer,
which could have a material adverse effect on our business, operating results,
financial condition and future growth prospects.

Notwithstanding our efforts to protect our intellectual property, our
competitors may independently develop similar or alternative technologies or
products that are equal or superior to our technology and products without
infringing on any of our intellectual property rights or design around our
proprietary technologies, which may also have a material adverse effect on our
business, operating results, financial condition and future growth prospects.

OUR PRODUCTS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS,
CAUSING COSTLY LITIGATION AND SERIOUSLY HARMING OUR BUSINESS.

Third parties may assert infringement or other intellectual property claims
against us or our collaborators or licensors. Even if such claims are without
merit, defending a lawsuit may result in substantial expense to us and divert
the efforts of our technical and management personnel. In addition, we may have
to pay substantial damages, including treble damages, for past infringement if
it is ultimately determined that our products infringe a third party's
proprietary rights. As a result, assertions of infringement by third parties
could seriously harm our business. For example, in November 1998, we settled a
lawsuit, based upon a patent infringement action brought against us by
PerkinElmer Instruments, Inc. (formerly EG&G Instruments, Inc.), for
$12.1 million, including legal fees, and entered into an agreement regarding
certain license payments.

There are a significant number of U.S. and foreign patents and patent
applications in the industries in which we operate, and we believe that there is
a significant risk of litigation in these industries regarding patent and other
intellectual property rights. Although we are taking actions to minimize the
likelihood of infringing on third-party proprietary rights, we cannot assure you
that we or our collaborators will not in the future be subject to patent
infringement proceedings or that we or our collaborators will not infringe on
patents or proprietary rights of third parties. Further, we cannot assure you
that we would prevail in any of these suits or that the damages or other
remedies, if any, awarded against us would not be substantive. Claims of
intellectual property infringement may require us to enter into royalty or
license agreements with third parties, such as the license agreement with
PerkinElmer Instruments. However, we may not be able to obtain royalty or
license agreements on commercially acceptable terms, if at all. We also may be
subject to significant damages or injunctions against development and sale of
certain of our products, which could have a material adverse effect on our
business, financial condition, results of operations and future growth
prospects.

MANY OF OUR CURRENT AND POTENTIAL CUSTOMERS ARE PRIMARILY FROM THE
PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES AND ARE SUBJECT TO RISKS FACED BY
THOSE INDUSTRIES.

We derive a substantial portion of our revenues from pharmaceutical and
biotechnology companies. Those companies represented in total approximately 45%
of Packard Instrument's 1999 revenues and approximately 27% of our total 1999
revenues. We expect that pharmaceutical and biotechnology companies will
continue to be our primary source of revenues for the foreseeable future. As a
result, we are subject to risks and uncertainties that affect the pharmaceutical
and biotechnology industries, such as pricing pressures as third-party payors
continue challenging the pricing of medical products and services, government
regulation and uncertainty of technological change, and to reduction and delays
in research and development expenditures by companies in these industries.

In addition, our future revenues may be adversely affected by the ongoing
consolidation in the pharmaceutical and biotechnology industries, which will
reduce the number of our potential customers. Furthermore, we cannot assure you
that the pharmaceutical and biotechnology companies that are our customers and
our strategic partners will not develop their own competing products.

RADIOISOTOPIC PROCESSES AND INSTRUMENTS REPRESENT A SIGNIFICANT PORTION OF OUR
REVENUES. A DECLINE IN THE USE OF RADIOISOTOPIC PROCESSES AND INSTRUMENTS COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUES.

Radioisotopic methods, such as our traditional bioanalytical spectrometer
product lines, allow a researcher to recognize the activity of a particular
molecule or compound by labeling it with a radioactive molecule. These
traditional product lines have historically been a significant portion of our
total revenues, although declining from an estimated 80% of Packard Instrument's
total product revenues in 1995 to an estimated 55% in 1999. Because of their
radioactivity, isotopic labels are environmentally unfriendly and difficult and
potentially harmful to handle. Their by-products create waste disposal problems
for our customers that are becoming increasingly more expensive. As a result, we
believe that the trend in the life sciences research industry is toward the use
of nonisotopic instrumentation. Accordingly, we have shifted our focus to
nonisotopic methodologies, including fluorescent and chemiluminescent
instruments. However, we cannot assure you that any decline in traditional
radioisotopic methods will not have a material adverse impact on our business,
results of operations or financial condition.

OUR TECHNOLOGY COLLABORATIONS AND ACADEMIC ARRANGEMENTS ARE AN IMPORTANT PART OF
OUR BUSINESS, AND FAILURE TO MAINTAIN AND ENHANCE EXISTING RELATIONSHIPS OR
ESTABLISH ADDITIONAL RELATIONSHIPS MAY ADVERSELY AFFECT OUR RESEARCH AND PRODUCT
DEVELOPMENT EFFORTS AND HINDER OUR GROWTH.

In order to further the development of our technology platforms, we have
formed and intend to continue to form collaborative relationships with certain
companies. For example, we have arrangements with ACLARA BioSciences, Inc. in
the area of drug candidate screening, Dade Behring, Inc. in the area of genomics
analysis and Boston University in the area of biochips and microarrays. Our
success in developing and commercializing new products and in expanding the
applications for our current technologies rests in part on our ability to
broaden our relationship with existing partners and identify and establish
similar relationships with new strategic partners to address changing customer
needs. If we are unable to broaden our existing collaborative relationships or
enter into relationships with additional collaborative partners on commercially
reasonable terms, our business, financial condition, results of operations and
future growth prospects may be harmed. Additionally, if our collaborators breach
or terminate their agreements with us or otherwise fail to perform their
collaborative activities successfully, our business may suffer.

In addition to our commercial alliances, we have relationships with
scientists and consultants at academic and other institutions who conduct
research at our request. These researchers are not employed by us and may have
commitments to, or consulting or advisory contracts with, other entities that
may limit their availability to work on our projects. As a result, we have
limited control over their activities and, except as otherwise required by our
agreements with these individuals, we can expect only limited amounts of their
time to be dedicated to our projects. Our ability to make new discoveries and to
commercialize products based on those discoveries may depend in part on
continued arrangements with researchers at academic and other institutions. We
may not be able to negotiate acceptable arrangements with academic or other
institutions or researchers.

We cannot assure you that any revenues or profits will be derived from any
of the above collaborations or arrangements, that any of our current strategic
alliances will be continued or will not be terminated early, or that we will be
able to enter into any future collaborations or arrangements.

PURCHASES OF OUR PRODUCTS ARE SIGNIFICANTLY AFFECTED BY CAPITAL SPENDING
POLICIES OF OUR CUSTOMERS, INCLUDING THE U.S. GOVERNMENT, AND GOVERNMENT
FUNDING. ANY DECREASE IN CUSTOMER CAPITAL SPENDING OR GOVERNMENT FUNDING COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Packard Instrument's customers include pharmaceutical, biotechnology and
agrochemical companies and clinical diagnostic laboratories and companies.
Canberra Industries' customers include electric utility companies, nuclear fuel
cycle companies and environmental laboratories. The capital spending policies of
these companies have a significant effect on the demand for our products. Those
policies are based on a wide variety of factors, including resources available
to make these purchases, spending priorities among various types of equipment
and policies regarding capital expenditures during industry downturns or
recessionary periods. Any decrease in capital spending by our customers
resulting from any of these factors could have a material adverse effect on our
business and results of operations.

In addition, departments and agencies of the U.S. federal government,
notably the U.S. Department of Energy, as well as of other NATO countries are
important customers of ours. The U.S. Department of Energy in total represented
approximately 13% of Canberra Industries' 1999 revenues and approximately 5% of
our total 1999 revenues.

Many of our customers, including universities, government research
laboratories, private foundations and other institutions, obtain funding for the
purchase of our products from grants by governments or government agencies. If
government funding necessary to purchase our products were to decrease, our
business, financial condition and results of operations could be materially
adversely affected.

THE WORLDWIDE NUCLEAR CLEANUP MARKET IS DEPENDENT ON THE AVAILABILITY OF NUCLEAR
WASTE REPOSITORIES. FAILURE TO OPEN OR THE SUDDEN CLOSURE OF AN OPERATING SITE
COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR NUCLEAR BUSINESS OR HINDER OUR
GROWTH.

The worldwide nuclear cleanup market is dependent on the availability of
nuclear waste repositories such as the Waste Isolation Pilot Plant in Carlsbad,
New Mexico. The siting and operation of such repositories are controversial and
political issues. For example, it took 25 years to obtain approvals to open the
Waste Isolation Pilot Plant facility. The sudden closure of an operating site
could have a materially adverse impact on our nuclear business or hinder our
growth.

CHANGES IN ENVIRONMENTAL REGULATIONS COULD INCREASE THE COSTS OF MANUFACTURING
OUR PRODUCTS OR PROVIDING OUR SERVICES, OR OTHERWISE ADVERSELY AFFECT THE DEMAND
FOR OUR PRODUCTS OR SERVICES.

Our operations are subject to U.S. federal, state and local and foreign
environmental laws and regulations that impose limitations on the discharge of,
and establish standards for the possession, distribution, handling, generation,
emission, release, discharge, export, import, treatment, storage and disposal,
and cleanup of, certain materials, substances and wastes. We believe that we are
in material compliance with all applicable environmental laws and regulations as
currently interpreted. We cannot, however, predict with any certainty whether
future events, such as changes in existing laws and regulations or the discovery
of conditions not currently known to us, may give rise to additional
environmental costs. Furthermore, actions by U.S. federal, state and local and
foreign governments concerning environmental matters could result in laws or
regulations that could increase the costs of manufacturing our products or
providing our services, or otherwise adversely affect the demand for our
products or services. For example, we and provincial authorities in Groningen,
The Netherlands, are in the process of negotiating a remediation plan involving
groundwater contamination that was present prior to the purchase of our
Duinkerkenstraat facility.

OUR BUSINESS IS SUBJECT TO ECONOMIC, POLITICAL AND OTHER RISKS ASSOCIATED WITH
INTERNATIONAL SALES AND OPERATIONS.

Since we sell our products worldwide, our business is subject to risks
associated with doing business internationally. Revenues originating outside the
United States represented 53% of our total revenues in 1999. We anticipate that
revenue from international operations will continue to represent a substantial
portion of our total revenue. In addition, a number of our manufacturing
facilities and suppliers are located outside the United States. Accordingly, our
future results could be harmed by a variety of factors, including:

- changes in foreign currency exchange rates;

- changes in a specific country's or region's political or economic
conditions;

- trade protection measures and import or export licensing requirements or
other restrictive actions by foreign governments;

- potentially negative consequences from changes in tax laws;

- difficulty in staffing and managing widespread operations;

- differing labor regulations;

- differing protection of intellectual property; and

- unexpected changes in regulatory requirements.

LIMITED SOURCES OF SUPPLY FOR GERMANIUM AND RELOCATIONS OF OUR GERMANIUM
OPERATION MAY ADVERSELY AFFECT OUR RADIATION DETECTOR BUSINESS AND RESULTS OF
OPERATIONS.

Germanium detectors and related products represent a significant portion of
Canberra Industries' and our total sales. We cannot assure you that the supply
of raw material germanium will continue at the level and prices we currently
enjoy. In the past, speculators have driven the price of germanium to levels
twice that of today's prices. However, the U.S. government maintains a large
strategic stockpile

of germanium that is being released to the market, which we believe should keep
the price at current levels for the foreseeable future. Limited sources of
supply for germanium and/or process difficulties may adversely affect our
radiation detector business and results of operations.

The manufacture of germanium crystals is an esoteric and extremely demanding
process. Normal changes in operations, such as relocation of facilities or
changes in suppliers of certain materials, can adversely impact yields. We have
recently relocated our germanium crystal growing operation. We anticipate a
three-month cessation in production due to this relocation. However, we have a
six-month supply of crystals on hand reserved for use during this time. While
our staff has successfully managed similar relocations in the past, we cannot
assure you that this relocation will not adversely affect our business and
results of operations.

WE DEPEND ON KEY MEMBERS OF OUR SENIOR MANAGEMENT TEAM. IN ADDITION, THE CURRENT
TECHNOLOGY LABOR MARKET IS VERY COMPETITIVE, AND OUR BUSINESS MAY SUFFER IF WE
ARE NOT ABLE TO HIRE AND RETAIN SUFFICIENT PERSONNEL.

Our success depends largely on the skills, experience and performance of key
members of our senior management team. If we were to lose one or more of these
key employees our ability to successfully implement our business plan and the
price of our common stock could be materially adversely affected. We generally
do not maintain significant key-person life insurance on our employees. We
currently have employment agreements with, among others, Mr. Olcott, our
Chairman and Chief Executive Officer, Mr. McKernan, President--Packard
Instrument, Mr. Serrano, President--Canberra Industries, Mr. Kaplan, our Chief
Financial Officer and Mr. van Cauter, our Vice President, Business Development,
Packard Instrument.

Our future success also depends on the continued service of our key
technical, sales, marketing, manufacturing, executive and administrative
personnel. The loss of the services of any of these individuals could have a
material adverse effect on our product development and commercialization
efforts. In addition, research, product development and commercialization will
require additional skilled personnel. Competition for qualified personnel in the
technology area is intense, and we operate in several geographic locations where
labor markets are particularly competitive, including Meriden, Connecticut,
Chicago, Illinois and Los Angeles, California, where key product development
laboratories are located. If we are unable to attract and retain a sufficient
number of qualified employees on acceptable terms, our business, financial
condition and results of operations could be seriously harmed. The inability to
retain and hire qualified personnel could also hinder the future expansion of
our business.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND ANY FAILURE TO MEET
FINANCIAL EXPECTATIONS MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND
RESULT IN A DECLINE IN OUR COMMON STOCK PRICE.

Our operating results have fluctuated in the past and we expect they will
fluctuate in the future. These fluctuations could cause our common stock price
to decline. Some of the factors that could cause our operating results to
fluctuate include:

- demand for and market acceptance of our products;

- the timing, release and competitiveness of our products;

- our competitors' announcements of new products, services or technological
innovations;

- adverse changes in the level of economic activity in the United States and
other major regions in which we do business; and

- general and industry-specific economic conditions, which may affect our
customers' research and development expenditures and use of our products.

If revenue declines in a period, whether due to a delay in recognizing
expected revenue or otherwise, our earnings will decline because many of our
expenses are relatively fixed in the short term.

In particular, research and development and selling, general and administrative
expenses are not directly affected by variations in revenue in a period.

Due to volatile and unpredictable revenues and operating expenses, we
believe that period-to-period comparisons of our results of operations are not a
good indication of our future performance. It is possible that, in some future
periods, our operating results will be below the expectations of securities
analysts or investors. In such event, the market price of our common stock could
fluctuate significantly or decline, preventing you from selling your shares at
or above the initial public offering price. In addition, the stock market
recently has experienced significant volatility that often has been unrelated or
disproportionate to the operating performance of particular companies, such as
ours. These broad market and industry fluctuations may also adversely affect the
market price of our common stock, regardless of our actual operating
performance. Furthermore, our stock price may fluctuate based on developments
concerning proprietary rights, including patents, by us or our competitors.

In addition, prior to this offering, there has been no public market price
for our common stock. We intend to file an application to list our common stock
for trading on the Nasdaq National Market System. We do not know the extent to
which investor interest in our company will lead to the development of a trading
market for our common stock or how our common stock will trade in the future.

YOUR INTERESTS AS HOLDERS OF OUR COMMON STOCK MAY CONFLICT WITH THOSE OF OUR
CONTROLLING STOCKHOLDER.

As of March 17, 2000, Stonington Capital Appreciation 1994 Fund, L.P.
beneficially owned 67.4% of the outstanding shares of our voting capital stock
and, after the offering, will continue to own approximately 53.0%, in each case,
without giving effect to the conversion of outstanding options and to the
exercise of the underwriters' over-allotment options. As a result, Stonington
has and will continue to have control over the outcome of matters requiring
stockholder approval, including the power to:

- elect all of our directors and the directors of our subsidiaries;

- amend our charter or by-laws; and

- adopt or prevent mergers, consolidations or the sale of all or
substantially all of our assets or our subsidiaries' assets or other
purchases of our common stock that could give holders of our common stock
the opportunity to realize a premium over the then-prevailing market price
of their shares of common stock.

Stonington will therefore be able to prevent or cause a change of control
relating to us. Stonington's control over us and our subsidiaries, and its
ability to prevent or cause a change in control relating to us, may delay or
prevent a change in control of us, which could adversely affect the market price
of the common stock.

In addition, Stonington benefits from an agreement with the other parties to
the Stockholders' Agreement described under "Related Party Transactions,"
pursuant to which these parties will vote with Stonington in favor of
nominations and removals of directors by Stonington. As of March 17, 2000, the
parties to the Stockholders' Agreement, including Stonington, held in the
aggregate over 77.0% of our total voting power and, after the offering, they
will hold in the aggregate over 61.5% of our total voting power.

YOU WILL NOT RECEIVE CASH DIVIDENDS ON YOUR INVESTMENT IN OUR COMMON STOCK.

We intend to retain all of our earnings to finance the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Moreover, our ability to declare and pay cash dividends on
our common stock is restricted by covenants in our senior credit facility and in
the indenture governing our senior subordinated notes. As a result, capital
appreciation, if any, of our common stock will be your sole source of gain for
the foreseeable future.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE BOOK VALUE OF YOUR
COMMON STOCK IF YOU PURCHASE COMMON STOCK IN THE OFFERING.

Purchasers of our common stock in the offering will experience immediate and
substantial dilution in the net tangible book value of their common stock. At
the initial public offering price of $9.00, the dilution will be $10.10 per
share in net tangible book value of our common stock from the initial public
offering price.

In addition, the issuance of additional shares of our common stock or of
securities convertible into our common stock or the exercise of outstanding
options on our common stock, could result in a substantial dilution of the
percentage ownership of holders of our common stock at the time of any such
issuance and substantial dilution of our earnings per share.

OUR SHARE PRICE MAY DECLINE DUE TO THE LARGE NUMBER OF SHARES ELIGIBLE FOR
FUTURE SALE.

Sales of substantial amounts of our common stock after the offering, or the
possibility of such sales, could adversely affect the market price of our common
stock and impede our ability to raise capital through the issuance of equity
securities.

After this offering, we will have 60,301,685 outstanding shares of common
stock, 53.0% of which will be beneficially owned by Stonington, our controlling
stockholder, and we will have reserved 14,344,150 shares of our common stock for
issuance pursuant to stock plans, of which 7,344,150 shares will be subject to
vested options. All of the shares of common stock to be sold in the offering
will be freely tradable without restriction or further registration under the
federal securities laws. The remaining 48,301,685 shares of outstanding common
stock, representing approximately 80.1% of our outstanding common stock upon
completion of the offering, will be available for future sale subject to
restrictions on the timing, manner and volume of sales imposed by the Securities
Act of 1933, or otherwise generally, upon expiration of lockup agreements with
the underwriters 180 days after the date of this prospectus.

We intend to file a registration statement on Form S-8 to register
approximately 9.2 million shares of our common stock that are reserved for
issuance or sale under our existing stock option plans, that are not so
registered, and that are reserved for issuance under the plans we have adopted
in connection with the offering, as described under "Management." Once
registered, these shares will be freely tradable without restriction or further
registration under the federal securities laws unless purchased by one of our
"affiliates."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements relate
to future events or our future financial performance. We have attempted to
identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "should" or "will" or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors," that may cause our
or our industries' actual results, levels of activity, performance or
achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results, unless required by law.

USE OF PROCEEDS

Assuming no exercise by the underwriters of their over-allotment options, we
will receive net proceeds from the offering of $98.0 million, after deducting
underwriting discounts and estimated offering expenses of $10.0 million. We
intend to use these net proceeds:

- to repay the outstanding balance of $37.3 million on the term loan and the
outstanding balance of $32.9 million on the U.S. dollar denominated
portion of the revolving credit facility under our senior credit facility;

- to increase spending associated with research and development, new product
development, enhancement of existing products and strategic collaborations
and acquisitions;

- to make open-market purchases from time to time of our 9 3/8% senior
subordinated notes due March 4, 2007, $150 million of which in aggregate
principal amount was outstanding as of February 29, 2000, in amounts, if
any, depending on prevailing market prices and other factors deemed
relevant at the time by our management; and

- for general corporate purposes.

We regularly evaluate potential collaboration and acquisition opportunities,
but we are not currently negotiating any agreements to enter into or make any
collaborations or acquisitions that would be material to our business.

As of April 19, 2000, the current balance outstanding on the term loan under
our senior credit facility was $37.3 million, maturing on March 31, 2003, and
the outstanding balance on the revolving credit facility was $60.0 million, of
which $32.9 million was denominated in U.S. dollars, maturing on March 31, 2002.
As of the same date, the estimated weighted average annual interest rate on the
term loan was 9.2%, and on the revolving credit facility was 8.3%. We entered
into our senior credit facility in connection with the recapitalization of our
company in 1997. We used the outstanding borrowings under our senior credit
facility to effect our recapitalization and for working capital purposes,
capital expenditures and to fund acquisitions.

DIVIDEND POLICY

We intend to retain all of our earnings in the foreseeable future to finance
the expansion of our business and do not anticipate paying any cash dividends in
the foreseeable future. Our future dividend policy will depend on our earnings,
capital requirements and financial condition and the requirements of the
financing agreements to which we may be a party, and on other factors considered
relevant by our board of directors. In addition, covenants in our senior credit
facility and the indenture governing our senior subordinated notes limit our
ability to declare and pay cash dividends on our common stock.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1999:

- on an actual basis; and

- as adjusted for the sale of 12,000,000 shares of common stock in the
offering at the initial public offering price of $9.00 per share, and the
application of the net proceeds received from such sale as described under
"Use of Proceeds."

You should read this table together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and accompanying notes included elsewhere in this
prospectus.

AS OF DECEMBER 31, 1999
-------------------------
AS ADJUSTED
ACTUAL FOR OFFERING
---------- ------------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents................................... $ 7,576 $ 59,806
========= ========
Notes payable and current portion of long-term debt (1)..... $ 5,310 $ 4,910
--------- --------
Long-term debt, less current portion:
Senior credit facility (1)(2)............................. 73,903 28,513
9 3/8% Senior subordinated notes due 2007................. 150,000 150,000
Other (1)................................................. 1,828 1,828
--------- --------
Total long-term debt........................................ 225,731 180,341
--------- --------
Stockholders' deficit:
Common stock (3).......................................... 137 161
Paid-in capital........................................... 1,827 99,823
Accumulated other comprehensive income.................... 527 527
Accumulated deficit (4)................................... (12,895) (13,772)
--------- --------
(10,404) 86,739
Treasury stock, at cost..................................... (96,920) (96,920)
Deferred compensation....................................... (566) (566)
--------- --------
(97,486) (97,486)
--------- --------
Total stockholders' deficit............................... (107,890) (10,747)
--------- --------
Total capitalization...................................... $ 123,151 $174,504
========= ========

- ------------------------

(1) Substantially all balances included in amounts outstanding as adjusted for
the offering represent foreign obligations bearing interest at rates of 6.0%
or less.

(2) As of December 31, 1999, on a pro forma basis after giving effect to the
offering, a total of approximately $46.5 million would have been available
for borrowing under our revolving credit facility.

(3) Based on 200,000,000 authorized shares of common stock, par value $0.002 per
share, 68,515,515 of which were issued and 46,268,825 of which were
outstanding as of December 31, 1999, and 80,515,515 of which would have been
issued and 58,268,825 of which would have been outstanding as adjusted for
the offering. The number of shares outstanding before and after the offering
does not include 9,461,295 shares of common stock issuable, as of
December 31, 1999, upon exercise of outstanding options granted under our
existing stock option plans. It also does not include 7,000,000 shares of
common stock reserved for issuance under the stock incentive, non-employee
director compensation and employee stock purchase plans we have adopted in
connection with the offering, as described under "Management."

(4) Accumulated deficit, as adjusted for the offering, reflects the write-off of
net deferred financing costs of $0.9 million.

DILUTION

Our net tangible book deficit as of December 31, 1999 was approximately
$162.1 million, or approximately $3.50 per share of our common stock, based on
an aggregate of 46,268,825 shares of common stock outstanding. The number of
shares outstanding as of December 31, 1999 excludes 9,461,295 shares of our
common stock issuable upon exercise of outstanding options granted to our
directors, officers and employees under our stock option and management stock
incentive plans as of such date. "Net tangible book value" per share represents
the amount of our total consolidated tangible assets minus total consolidated
liabilities, divided by the shares of our common stock outstanding, before
giving effect to the sale of the shares of our common stock in the offering. On
a pro forma basis, after giving effect to the sale of 12,000,000 shares of our
common stock in the offering at the initial public offering price of $9.00 per
share, and after deducting estimated underwriting discounts and offering
expenses of $10.0 million and applying the net proceeds from the offering as
described under "Use of Proceeds," our net tangible book deficit as of
December 31, 1999 would have been approximately $64.1 million, or approximately
$1.10 per share of common stock. This represents an immediate increase in net
tangible book value of $2.40 per share of common stock to existing stockholders
and an immediate dilution in net tangible book value of $10.10 per share of
common stock to new investors purchasing common stock in the offering at the
initial public offering price. The following table illustrates this per share
dilution, without giving effect to the exercise of the underwriters'
over-allotment options:

Initial public offering price per share..................... $ 9.00
Net tangible book deficit per share as of December 31,
1999.................................................... ($3.50)
Increase in net tangible book value per share attributable
to the offering......................................... 2.40
------
Pro forma net tangible book deficit per share after the
offering.................................................. (1.10)
------
Dilution per share to new investors......................... $10.10
======

Dilution per share to new investors is determined by subtracting pro forma
net tangible book deficit per share after the offering from the initial public
offering price per share paid by a new investor. If any shares are issued in
connection with outstanding options or the underwriters' over-allotment options,
you will experience further dilution.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected historical consolidated
financial data for the periods ended and as of the dates indicated. The selected
historical consolidated financial data as of December 31, 1998 and 1999 and for
the years ended December 31, 1997, 1998 and 1999 are derived from our audited
consolidated financial statements included elsewhere in this prospectus. The
selected historical consolidated financial data as of December 31, 1995, 1996
and 1997 and for the years ended December 31, 1995 and 1996 are derived from our
audited consolidated financial statements that are not included in this
prospectus. This information should be read in conjunction with the consolidated
financial statements and accompanying notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this prospectus.

YEARS ENDED DECEMBER 31,
----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

OPERATING STATEMENT DATA:
Revenues................................................. $169,114 $184,018 $184,113 $228,164 $264,892
Cost of revenues (1)..................................... 81,477 86,349 87,993 113,519 143,652
-------- -------- -------- -------- --------
Gross profit............................................. 87,637 97,669 96,120 114,645 121,240
Research and development expenses........................ 14,414 17,852 23,480 29,228 30,109
Selling, general and administrative expenses (2)......... 47,322 48,830 49,855 55,133 62,151
Other charges, net (3)................................... -- 837 18,429 7,511 --
-------- -------- -------- -------- --------
Income from operations................................... 25,901 30,150 4,356 22,773 28,980
Interest expense......................................... (616) (122) (18,119) (21,270) (23,053)
Other income (loss), net (4)............................. (5) 1,741 1,167 4,025 1,057
-------- -------- -------- -------- --------
Income (loss) before provision for income taxes and
minority interest...................................... 25,280 31,769 (12,596) 5,528 6,984
Provision for income taxes............................... (9,875) (11,187) (5,941) (3,787) (7,436)
Minority interest in (income) loss of subsidiaries....... (800) (1,346) (218) 164 254
-------- -------- -------- -------- --------
Net income (loss)........................................ $ 14,605 $ 19,236 $(18,755) $ 1,905 $ (198)
======== ======== ======== ======== ========
Weighted average diluted shares outstanding (5).......... 129,412 125,697 62,318 47,683 45,803
Diluted earnings (loss) per share (5).................... $0.11 $0.15 ($0.30) $0.04 $0.00
Dividends declared and paid per share.................... 0.03 0.04 -- -- --

AS OF DECEMBER 31,
----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------

BALANCE SHEET DATA:
Cash and cash equivalents................................ $ 22,515 $ 37,826 $ 10,575 $ 7,929 $ 7,576
Working capital.......................................... 51,341 59,216 32,265 24,747 38,565
Total assets............................................. 120,602 137,925 140,651 169,134 205,995
Long-term debt, less current portion..................... 1,753 2,037 192,193 190,117 225,731
Stockholders' equity (deficit)........................... 72,429 80,593 (112,014) (108,563) (107,890)

- ------------------------------
(1) Includes charges to expense the fair market value adjustments associated
with acquired inventories totaling $0.8 million in 1997, $1.5 million in
1998 and $1.0 million in 1999. Also includes a charge of $2.7 million in
1999 associated with modifying an existing license agreement and terminating
the production of an OEM clinical product.

(2) Includes a compensation charge in 1999 of $1.8 million associated with the
1999 vesting of stock options granted to certain of our employees.

(3) Other charges, net in 1996 and 1997 represents expenses incurred in
connection with our 1997 recapitalization. 1998 includes $6.1 million of
charges associated with purchased in-process research and development, a
$12.1 million charge to settle a litigation, including legal fees, and a
$10.8 million gain we recognized in connection with the sale of our gas
generation product line.

(4) Includes interest income and foreign exchange transaction gains (losses). In
addition, 1998 includes a gain of $3.2 million recognized on the sale of
equity securities.

(5) Based upon the average shares outstanding during each period presented,
including the impact of outstanding options, except when such options are
anti-dilutive.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and accompanying notes included elsewhere in
this prospectus. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in forward-looking statements, as described
under "Risk Factors."

OVERVIEW

We are a leading global developer, manufacturer and marketer of instruments
and related consumables and services for use in the life sciences research and
nuclear industries. Through Packard Instrument, we are a leading company in
laboratory automation and have developed scalable platforms built on our
worldwide leadership in the manufacturing and marketing of bioanalytical
instruments for use in the life sciences research industry. Through Canberra
Industries, we are the worldwide leader in analytical instruments used to
detect, identify, quantify and monitor radioactive materials for the nuclear
industry and related markets.

Packard's revenues are derived primarily from sales of instruments with
additional sales from services. While outsourcing and support services continue
to be an important part of Packard's revenue stream, we are marketing Packard's
instruments as parts of integrated platforms, which we expect will generate
increasing instrument sales at higher gross margins than our services business.

Canberra has experienced significant growth in its base service business
resulting from our strategic focus on this area. Like Packard, Canberra is
marketing its instruments as parts of integrated systems. In addition, Canberra
is focusing on increasing revenues from emerging applications such as
environmental restoration and waste management, environmental monitoring and
nuclear weapons stewardship.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

REVENUES

OVERALL. Consolidated revenues increased $36.7 million, or 16.1%, to
$264.9 million in 1999 from $228.2 million in 1998. Excluding the impact of
changes in foreign currency exchange rates, consolidated revenues would have
been approximately $1.9 million higher in 1999 than reported. The stronger U.S.
dollar in 1999, as compared to almost all European currencies, had a negative
impact on the U.S. dollar reported revenues. This was offset slightly by the
stronger Japanese yen in 1999 which resulted in higher translated revenues of
our Japanese subsidiary, Packard Japan KK. The 1999 period reflects a full year
of operations of CCS Packard, Inc. and BioSignal, Inc., subsidiaries which we
acquired effective March 31, 1998 and July 1, 1998. Had CCS Packard and
BioSignal been included for all of the prior year, 1998 revenue would have been
$3.5 million higher. In addition, we acquired the assets representing Harwell
Instruments, Ltd. effective January 1, 1999, which generated approximately
$16.2 million of revenue in 1999, and Tennelec, Inc., effective April 1, 1999,
which generated approximately $4.0 million of revenue in 1999.

PACKARD INSTRUMENT. Packard's revenues increased $12.7 million, or 8.7%, to
$158.9 million in 1999 from $146.2 million in 1998. The 1999 increase was
attributable in part to strong growth in Packard's bioanalytical spectrometer
business, particularly the Liquid Scintillation Counter product line where sales
increased by approximately $2.9 million, or 28.1%, to $13.0 million in 1999 from
$10.1 million in 1998. In addition, the 1999 revenue increase was due in large
part to service revenue which increased $7.6 million, or 29.7%, to
$33.0 million in 1999 from $25.4 million in 1998. This increase was due in large
part to Y2K compliance services being provided to customers. These services, and
the corresponding revenue, will not reoccur at the same level as in 1999. These
revenue increases were

partially offset by the loss of revenues from the sale of our gas generation
product line at the end of 1998 and a reduction of $4.8 million in revenues of
our OEM clinical instruments due to the customer exiting the marketplace. The
revenue increase is also due partially to the acquisitions of CCS Packard and
BioSignal discussed above.

CANBERRA INDUSTRIES. Canberra's revenues increased $24.1 million, or 29.4%,
to $106.0 million in 1999, from $81.9 million in 1998. There was significant
growth in Canberra's base service business resulting from our strategic focus on
this area. The increase in service revenue of $8.4 million, or 39.5%, to
$29.4 million in 1999 compared to $21.0 million in 1998 was also due in part to
Canberra Oak Ridge, LLC, a new subsidiary we formed during 1999 to provide waste
characterization and related consulting services. Canberra Oak Ridge generated
$1.0 million of service revenue in 1999. There was also growth in Canberra's
mobile waste characterization business performed by our subsidiary, Mobile
Characterization Services, LLC, in which we have a 55% ownership interest.
Mobile Characterization Services' revenues increased $1.0 million, or 133%, from
$0.7 million in 1998 to $1.7 million in 1999 due primarily to having a full year
of operations reflected in our operating results in 1999 versus only three
months in 1998. We obtained a majority ownership in Mobile Characterization
Services effective October 1, 1998, and, therefore, prior to that date, it was
not consolidated with our results. A portion of the 1999 increase was also
attributable to the acquisitions of Harwell Instruments and Tennelec discussed
above.

GROSS PROFIT

OVERALL. Consolidated gross profit increased $6.6 million, or 5.8%, to
$121.2 million in 1999 from $114.6 million in 1998. Excluding the effect of
other costs of product sales and charges to expense the fair market value
adjustment associated with acquired inventories included in our cost of sales,
gross profit would have been $124.9 million in 1999 and $116.1 million in 1998.
As a percentage of revenues, gross profit was 45.8% for 1999 and 50.2% for 1998.
As a percentage of revenues, gross profit, excluding the charges discussed
above, was 47.2% for 1999 and 50.9% for 1998. The increase in gross profit
dollars over the last two years is due primarily to the acquisitions referred to
above. These dollar increases have been partially offset by foreign currency
fluctuations and the effect which the stronger U.S. dollar has on U.S. reported
operating results. The decline in gross profit percentage is due to several
factors:

- the significant growth in service revenue for Packard and Canberra results
in a reduction in the overall gross margin percentage because service
revenue generates a lower gross margin than product sales. Service margin
was 22.2% in 1999 and 23.8% in 1998, as compared to product margins of
53.6% (excluding a one-time charge described below) in 1999 and 57.1% in
1998;

- the acquisition of Harwell Instruments has reduced product gross margins
since its products have a lower average gross margin of approximately
20.8%; and

- Canberra Oak Ridge has operated at a negative gross margin since it
commenced operations in 1999.

In addition, during 1999, our relationship with CIS bio international for
the production of an OEM clinical instrument was terminated. An existing license
agreement with CIS bio international was also modified. This termination and
modification resulted in a $2.7 million charge to reserve for any excess
inventory, to write-off equipment used to manufacture the terminated product and
to write-off the remaining license fees which had been capitalized.

PACKARD INSTRUMENT. Packard's gross profit increased by $7.0 million, or
9.1%, in 1999 to $83.9 million (excluding the charge described above) from
$76.9 million in 1998. As a percentage of sales, the gross margin for 1999 was
52.8% (excluding the same charge) compared to 52.6% in 1998. The 1999 dollar
increase is due primarily to a full year of operations of CCS Packard and
BioSignal service revenue growth. Service revenue was $33.0 million in 1999
compared to $25.5 million in 1998,

an increase of $7.5 million, or 29.7%. The 1998 gross margin included
$1.5 million of charges to expense the fair market value adjustment associated
with acquired inventories of CCS Packard.

CANBERRA INDUSTRIES. Canberra's gross profit increased by $2.3 million, or
6.1%, to $40.1 million in 1999 from $37.8 million in 1998. As a percentage of
sales, the gross margin was 37.8% in 1999 and 46.1% in 1998. The decrease in the
gross margin percentage is due primarily to the acquisition of Harwell in 1999
and the start-up operation addition of Canberra Oak Ridge in 1999. In addition,
the lower margin percentage on service sales reduced the gross margin
percentage. The 1999 gross margin includes a $1.0 million charge to expense the
fair market value adjustment associated with acquired inventory of Tennelec.

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT EXPENSES. Research and development spending
increased $0.9 million, or 3.0%, to $30.1 million in 1999 from $29.2 million in
1998. The increased research and development spending represents investments,
primarily by Packard Instrument, in the areas of product enhancement, new
product development and other collaborative arrangements. The 1998 amount
includes charges totaling $3.8 million associated with terminating certain
collaborative agreements. Excluding these charges, the 1999 spending represents
an 18.5% increase over the 1998 level. We intend to use the proceeds from the
offering to substantially increase research and development spending in order to
focus more heavily on selected key product/technology initiatives as well as to
accelerate the introduction of new products to the market. Although the
increased spending is expected to have a negative effect on our operating
results in the short term, it is expected that such investment will bring us
long-term benefits through more rapid revenue growth and resulting profits.
However, there can be no guarantee that the planned investment in research and
development will yield the benefits described.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $7.0 million, or 12.7%, to $62.2 million in
1999 from $55.1 million in 1998. Although selling, general and administrative
expenses have increased, primarily due to the acquisitions discussed above, as a
percentage of revenues, selling, general and administrative expenses declined
from 24.2% of revenues in 1998 to 23.5% of revenues in 1999. The percentage
decrease is due primarily to fixed selling, general and administrative costs
being spread over a greater revenue base. The 1999 amount includes a
compensation charge of $1.8 million associated with options granted to certain
of our employees in December 1999.

OTHER CHARGES, NET. In 1998, other charges, net consisted of a
$12.1 million charge to settle certain litigation, $6.1 million of charges
associated with purchased in-process research and development in connection with
the acquisitions of CCS Packard and BioSignal and a $10.8 million gain
recognized in connection with the sale of our gas generation product line. There
were no comparable charges in 1999.

INTEREST EXPENSE

Interest expense increased $1.8 million, or 8.4%, to $23.1 million in 1999
from $21.3 million in 1998. Interest expense has increased significantly over
the past three years due to the debt incurred in connection with the 1997
recapitalization as well as borrowings on our revolving credit facility which
have been necessary to effect the acquisitions referred to above. We intend to
use a portion of the net proceeds from this offering to repay approximately
$70.2 million of outstanding indebtedness under our senior credit facility and
may also use a portion of the net proceeds to purchase, from time to time in the
open market, our 9 3/8% Senior Subordinated Notes due 2007, with the amount of
such purchases, if any, to be at the discretion of our management depending on
prevailing market prices for the notes and other factors deemed relevant at the
time. This should result in a significant reduction in future interest expense.

FOREIGN EXCHANGE TRANSACTION GAINS, NET

Foreign exchange transaction gains, net increased $425,000, or 165%, to
$683,000 in 1999 from $258,000 in 1998. Foreign exchange transaction gains, net
are partially a result of foreign currency forward contracts that we
periodically purchase to hedge firm intercompany purchase commitments. In
addition, during a portion of 1999, two of our foreign subsidiaries had
outstanding borrowings under our revolving credit facility which were
denominated in currencies other than the subsidiaries' functional currency. As
such, all foreign currency transaction gains and losses during the period the
borrowings were outstanding are reflected in our operating results as foreign
currency transaction gains, net.

EFFECTIVE TAX RATES

Our consolidated effective tax rates were 106.5% in 1999 and 68.5% in 1998.
The effective tax rates were higher than the Federal statutory rate of 35.0%
primarily due to the following:

- the 1999 effective tax rate reflects an increase in the valuation
allowance for foreign tax credit carryforwards as their utilization is
unlikely primarily due to estimated future deductions associated with
anticipated stock option exercises as a result of the offering. As the
stock options are exercised, we will benefit through reduced cash income
tax payments;

- the 1998 effective tax rate reflects the fact that no benefit was provided
on purchased in-process research and development charges and goodwill
amortization associated with the acquisitions of CCS Packard and BioSignal
since such amounts are not deductible; and

- the consolidated income tax provision for 1998 and 1999 reflects taxes
provided on income generated outside the United States in countries where
the statutory rates are higher than the statutory rate in the United
States, particularly Japan.

MINORITY INTEREST IN (INCOME) LOSS OF SUBSIDIARIES

Minority interest in (income) loss of subsidiaries increased $90,000, or
54.9%, to $254,000 in 1999 from $164,000 in 1998. Minority interest in (income)
loss of subsidiaries represents the minority shareholders' interest in
subsidiaries which we do not own 100%. For 1998 and 1999, the minority interest
represents the 45% of Mobile Characterization Services not owned by us.

NET INCOME (LOSS)

Due to the factors set forth above, net income (loss) decreased
$2.1 million to a net loss of $0.2 million in 1999 from net income of
$1.9 million in 1998.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

REVENUES

OVERALL. Consolidated revenues increased $44.1 million, or 23.9%, to
$228.2 million in 1998 from $184.1 million in 1997. Fluctuations in foreign
currency exchange rates negatively affected 1998 revenues by approximately
$1.2 million when compared to what they would have been if translated at 1997
exchange rates. The 1998 increase was partially due to the 1998 acquisitions of
CCS Packard, which contributed approximately $12.0 million of revenues in 1998,
and BioSignal, which contributed $1.4 million of revenues in 1998. In addition,
1998 includes a full year of operations of Aquila Technologies Group, Inc., a
company which we acquired on September 1, 1997. Aquila's revenues were
$17.3 million in 1998 as compared to $4.8 million in 1997 during the four month
period when it was owned by us.

PACKARD INSTRUMENT. Packard's revenues increased $25.9 million, or 21.6%,
to $146.2 million in 1998 from $120.3 million in 1997. The increase in 1998 was
due primarily to the acquisitions of CCS Packard and BioSignal, as well as
increased third party shipments from our Illinois production facility. Several
of Packard's overseas operations experienced significant revenue growth in 1998,
particularly in

the U.K. and France. These increases were partially offset by the effect of the
stronger U.S. dollar in 1998, as compared to 1997, which resulted in a
$1.0 million decrease in revenues. In addition, Packard Japan KK's revenues
decreased by approximately $1.7 million in 1998 due to the stronger U.S. dollar
and the poor economic conditions in Japan.

CANBERRA INDUSTRIES. Canberra's revenues increased $18.1 million, or 28.4%,
to $81.9 million in 1998 from $63.8 million in 1997. The increase in 1998 is
primarily due to the inclusion of Aquila's operations for a full year in 1998
compared to only four months in 1997, as well as growth in service revenue,
particularly in the U.S. Canberra's distribution operations in France and
Germany also experienced strong sales growth, offset by declining sales
performance at all other overseas distribution subsidiaries. Foreign exchange
rate fluctuations had a nominal effect on Canberra's revenues in 1998 when
compared to 1997.

GROSS PROFIT

OVERALL. Consolidated gross profit increased $18.5 million, or 19.3%, to
$114.6 million in 1998 from $96.1 million in 1997. Excluding the effect of
expensing the fair market value adjustment associated with acquired inventories,
consolidated gross profit was $116.1 million in 1998 compared to $96.9 million
in 1997. As a percentage of revenues, gross profit was 50.9% in 1998 and 52.6%
in 1997, excluding the effect of expensing the fair market value adjustment
associated with acquired inventories. The increase in gross profit dollars is
due primarily to the acquisitions referred to previously. The reduction in the
gross profit percentage from 1997 to 1998 is due primarily to an increase in our
service revenue which generates a lower gross margin percentage.

PACKARD INSTRUMENT. Packard's gross profit increased $11.2 million, or
17.0%, from $65.7 million in 1997 to $76.9 million in 1998. This increase was
due primarily to the 1998 acquisitions of CCS Packard and BioSignal partially
offset by lower margins generated at certain overseas locations. The 1998 gross
margin amount includes $1.5 million in charges to expense the fair market value
adjustments associated with acquired inventories of CCS Packard and BioSignal.

CANBERRA INDUSTRIES. Canberra's gross profit increased $7.4 million, or
24.3%, from $30.4 million in 1997 to $37.8 million in 1998. The increase was due
to growth in Canberra's U.S. sales including service revenue. In addition,
Aquila Technologies Group, Inc. was included for a full year in 1998 versus only
four months in 1997. The 1997 gross margin included a $0.8 million charge to
expense the fair market value adjustment associated with acquired inventories of
Aquila Technologies Group, Inc.

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT EXPENSES. Research and development spending
increased $5.7 million, or 24.5%, to $29.2 million in 1998 from $23.5 million in
1997. The 1998 amount includes charges of $3.8 million associated with
terminating certain collaborative agreements. The remainder of the increase in
research and development spending represents investments, primarily by Packard
Instrument, in the areas of product enhancement, new product development and
other collaborative arrangements.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $5.2 million, or 10.6%, to $55.1 million in
1998 from $49.9 million in 1997. Although overall selling, general and
administrative spending has increased, primarily due to the acquisitions
discussed above, as a percentage of revenues, selling, general and
administrative expenses have declined from 27.1% of revenues in 1997 to 24.2% of
revenues in 1998. This declining percentage relationship is due primarily to
fixed selling, general and administrative costs being spread over a greater
revenue base.

OTHER CHARGES, NET. Other charges, net decreased $10.9 million, or 59.2%,
to $7.5 million in 1998 from $18.4 million in 1997. In 1998, other charges, net
consisted of the cost to settle certain litigation ($12.1 million), charges for
purchased in-process research and development in connection with the acquisition
of CCS Packard and BioSignal ($6.1 million) and a gain recognized in connection
with the

sale of our gas generation product line ($10.8 million). In 1997, other charges,
net represented costs associated with our 1997 recapitalization.

INTEREST EXPENSE

Interest expense increased $3.2 million, or 17.4%, to $21.3 million in 1998
from $18.1 million in 1997. Interest expense has increased significantly over
the past three years due to the debt incurred in connection with our 1997
recapitalization as well as borrowings on our revolving credit facility which
have been necessary to effect the acquisitions referred to above.

FOREIGN EXCHANGE TRANSACTION GAINS, NET

Foreign exchange transaction gains, net totaled $0.3 million in 1998
compared to $0.4 million in 1997. Foreign exchange transaction gains, net are a
result of foreign currency forward contracts we periodically purchase in an
effort to hedge firm intercompany purchase commitments.

EFFECTIVE TAX RATES

Our consolidated effective tax rates were 68.5% in 1998 and 47.2% in 1997.
The 1997 effective tax rate represents an income tax provision (opposed to a
benefit) provided on the loss before income taxes reflected in the accompanying
consolidated statements of income (loss). The effective tax rates were higher
than the Federal statutory rate of 35.0% primarily due to the following:

- the 1998 effective tax rate reflects the fact that no benefit was provided
on the charges for purchased in-process research and development and
goodwill amortization associated with the acquisitions of CCS Packard and
BioSignal since such amounts are not deductible;

- the 1997 effective tax rate reflects the valuation allowance recorded for
the 1997 state net operating loss carryforward. Such allowance was
provided due to the uncertainty of realization of the carryforward; and

- the consolidated income tax provision for 1997 and 1998 reflects taxes
provided on income generated outside the United States in countries where
the statutory rates are higher than the statutory rate in the United
States, particularly Japan.

MINORITY INTEREST IN (INCOME) LOSS OF SUBSIDIARIES

Minority interest in (income) loss of subsidiaries increased $382,000, to
$164,000 in 1998 from ($218,000) in 1997. Minority interest in (income) loss of
subsidiaries in 1998 represents the 45% of Mobile Characterization Services we
do not own. In 1997, the minority interest pertained to the 40% of Packard Japan
KK we did not own prior to acquiring it in March, 1997.

NET INCOME (LOSS)

Due to the factors above, net income (loss) increased $20.7 million to
$1.9 million in 1998 from ($18.8 million) in 1997.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements arise from net cash used in operations, including
research and development expenditures, payments on outstanding indebtedness and
funding of acquisitions. We have met our cash requirements through 1999
primarily through bank borrowings, the issuance of our 9 3/8% Senior
Subordinated Notes due 2007 and cash provided by operations.

Approximately half of our revenues are generated from foreign sources, most
of which is denominated in currencies other than the U.S. dollar. As such, our
reported operating results and financial position are affected by changes in
foreign currency exchange rates. A strengthening U.S. dollar against the
currencies through which we conduct our business may have a negative impact on
U.S. dollar reported operating results. To manage the exposure of fluctuating
foreign currency exchange

rates, we employ hedging strategies. We purchase various foreign currency
forward contracts, at specified levels of coverage, generally for the purpose of
hedging firm inventory purchase commitments.

Net cash provided by operating activities was $6.5 million for 1999,
$13.0 million for 1998 and $2.2 million for 1997. The 1999 operating cash flow
is primarily a result of that year's operating results prior to non-cash
charges, including the favorable effect of a full year of operations of the
acquisitions discussed above. These increases were partially offset by an
increase in accounts receivable, as well as a $3.0 million payment as part of
the settlement of the PerkinElmer Instruments, Inc. litigation in 1999. The 1998
operating cash flow is also a result of that year's operating performance prior
to non-cash charges, as well as the addition of CCS Packard and BioSignal during
that year. The growth in our core product lines was also particularly strong
within the Canberra operating segment which has traditionally generated positive
cash flow. 1998 results were negatively affected by $4.0 million of payments
made in 1998 in connection with the PerkinElmer Instruments, Inc. litigation.
The 1998 operating cash flow also includes $10.8 million from the sale of our
gas generation product line. Operating cash flow for 1997 reflects the cash
portion of the charge recorded in connection with the recapitalization of our
company in 1997, which amounted to approximately $9.4 million. Each of 1997,
1998 and 1999 reflects the negative effect of the interest portion of our debt
service requirements on our operating cash flow.

Net cash used for investing activities was $39.8 million in 1999,
$17.0 million in 1998 and $22.2 million in 1997. From 1997 to 1999, our use of
cash for investing purposes has increased dramatically, in accordance with our
strategic plan and direction. The cash used to acquire businesses consists of
the following:

- Aquila Technologies Group, Inc., which we initially purchased in 1997 for
$6.7 million, with aggregate contingent earnout payments of $5.7 million
made or accrued as of December 31, 1999;

- CCS Packard, Inc., which we initially purchased in 1998 for approximately
$1.5 million of our common stock and $6.3 million in cash, with aggregate
contingent earnout payments of $9.4 million made or accrued as of
December 31, 1999;

- BioSignal, Inc., which we invested in initially in 1997 and purchased the
remaining interest of 81% in 1998 for approximately $100,000 of our common
stock and $8.6 million in cash;

- Harwell Instruments Ltd., which we purchased in 1999 for 6.0 million
British pounds sterling, or approximately $10.0 million; and

- Tennelec, Inc., which we purchased in 1999 for approximately
$10.7 million.

There have also been significant levels of cash invested in our
infrastructure in order to provide for the needs of the growing segments. Two
new buildings were acquired and CCS Packard leased a facility requiring
leasehold and other improvements. Related to our growth strategy is the
investment of available cash into collaborations and other ventures which we
believe will bring future financial benefit to the organization. There was a
reduction in this area of technology investment during 1999, as compared to
prior years, in order to direct available cash to other requirements.

Net cash provided by (used for) financing activities was $34.9 million in
1999, $0.2 million in 1998 and ($4.7) million in 1997. Financing cash flows
consisted primarily of recapitalization activity in 1997 including the initial
senior subordinated notes borrowing and term facility utilization and the use of
such borrowings to effect the recapitalization and payment of related fees.
During 1998 and 1999, financing cash flow proceeds consisted primarily of
borrowings under the revolving credit facility to fund strategic acquisitions as
well as to fund working capital requirements, as needed. Such borrowings were
repaid, to the extent possible, from operating cash flows and other sources.

We had historically generated sufficient cash flow from operations to meet
our working capital requirements as well as to fund capital expenditures, debt
service and equity transactions such as dividend payments and stock repurchases.
In 1997, in connection with the recapitalization transaction, we increased our
long-term indebtedness by $190.0 million and, as a result, debt service
requirements

were increased significantly as compared with historical levels. The
recapitalization and concurrent stock dividend had a significant impact on our
consolidated stockholders' equity by reducing our retained earnings to an
accumulated deficit and increasing our treasury stock by approximately
$195 million in the aggregate. As of February 29, 2000, we had approximately
$16.1 million of funds available under our $75 million revolving credit
facility. Monies available under this credit facility are subject to certain
restrictions and provisions contained therein.

Our 9 3/8% $150 million senior subordinated notes are redeemable after
March 1, 2002, starting at 104.688%, through March 1, 2004 at which time they
are redeemable at 100%. Certain circumstances may occur which would accelerate
the redemption of the notes.

The senior credit facility consists of a $40 million term loan and a
$75 million revolving credit facility. The term loan matures in 2003 and bears
interest at the Eurodollar rate plus 2.75%. The revolving credit facility
matures in 2002 and bears interest at (1) the Eurodollar rate plus 2.375% on
U.S. dollar denominated loans or (2) the cost of funds rate, as defined in the
revolving credit facility, plus 2.375% on non-U.S. dollar denominated loans. The
Eurodollar and cost of funds rates at December 31, 1999 were 6.04% and 3.53%,
respectively. The revolving credit facility contains certain customary financial
covenants. We were in compliance with all covenants at December 31, 1999.

Following the completion of the offering, we intend to use significant cash
in the areas of acquisitions, collaborations and technology spending. In
addition, we plan to use a portion of the offering proceeds to repay the term
loan and a portion of the revolving credit facility. We expect these reductions
to reduce our debt service requirements including related interest expense.
Subsequent to such repayment we expect to have $47.9 million available under the
revolving credit facility. In connection with the repayment of this debt, we
will incur charges for the write-off of deferred financing fees.

The revolving credit facility currently prohibits us from paying cash
dividends on our common stock. In addition, the guarantee and collateral
agreement supporting the revolving credit facility requires us to pledge
substantially all of our assets.

SEASONALITY

The following table summarizes the seasonality of our revenues and income
from operations by quarter for the last three years:

1999
---------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------

Revenues................. 22% 24% 24% 30%
Income from operations... 23% 25% 14% 38%

1998
---------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------

Revenues................. 21% 24% 24% 31%
Income from operations... 23% 28% 24% 25%

1997
---------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------

Revenues................. 23% 25% 23% 29%
Income from operations... 29% 28% 16% 27%

Income from operations percentages exclude the effect of:

- charges of $18.4 million associated with the 1997 recapitalization;

- charges of $2.7 million associated with the termination of a product line
and the modification of a license in 1999;

- a compensation charge of $1.8 million associated with stock options
granted in December 1999;

- charges of $6.1 million related to purchased in-process research and
development in 1998;

- charges of $0.8 million in 1997, $1.5 million in 1998 and $1.0 million in
1999 to expense the fair market value adjustment associated with acquired
inventories;

- a $12.1 million litigation settlement charge in 1998; and

- a gain of $10.8 million recognized in 1998 in connection with the sale of
our gas generation product line.

Seasonality in revenues, which is typical in most years, is due primarily to
Canberra's dependence upon customers' seasonal purchasing patterns. Revenues and
income from operations are traditionally the highest in the fourth quarter.

NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, Accounting for Derivative Instruments and
Hedging Activities, which establishes the accounting and reporting standards for
derivative instruments and for hedging activities. We purchase forward contracts
to cover foreign exchange fluctuation risks on intercompany sales to certain of
our foreign operations. Such contracts qualify as foreign currency cash flow
hedges under Statement No. 133 and, as such, require that gains and losses on
such contracts be presented as a component of comprehensive income. The
effective date of the Statement (which was deferred through the issuance of
issued Statement of Financial Accounting Standard No. 137) is our calendar year
commencing January 1, 2001. The Statement is not expected to have a material
effect, upon its adoption, on our consolidated operating results or financial
position.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. The
Bulletin, among other things, provides guidance on revenue recognition when
customer acceptance and installation provisions exist. We will adopt the
Bulletin as of January 1, 2000. The cumulative effect of adopting the Bulletin
will be recognized as of such date. We are in the process of quantifying the
effect resulting from adopting the Bulletin.

SUBSEQUENT EVENTS

In March 2000, our Board of Directors vested all options outstanding under
our existing stock option plans, effective March 17, 2000. The accelerated
vesting will result in a non-cash compensation charge to us of $7.2 million in
the quarter ending March 31, 2000.

Canberra intends to terminate certain product lines associated with its 1999
acquisition of Harwell Instruments, Ltd. Harwell expects to eliminate certain
positions and facilities resulting in a charge to us of approximately $2.5
million in the quarter ending March 31, 2000.

In connection with the offering, certain members of our management will gift
certain shares of their own common stock to substantially all employees who do
not currently own shares or options to purchase shares of our common stock.
Based on the initial public offering price of $9.00, this transfer will result
in a non-cash compensation charge to us of approximately $1.0 million in the
quarter ending March 31, 2000.

Due to these events and the charge related to the adoption of Staff
Accounting Bulletin No. 101 discussed under "--New Accounting Standards," we
expect to incur a loss for the first quarter of 2000.

BACKLOG

Our order backlog was approximately $47.6 million as of January 31, 2000 and
$38.2 million as of January 31, 1999, including $2.5 million of the terminated
OEM clinical product line. We include in backlog only those orders for which we
have received purchase orders and do not include in backlog service contracts or
orders for service. Our backlog as of any particular date may not be
representative of actual sales for any succeeding period. We expect to ship all
of our January 31, 2000 backlog and recognize it as revenues during the
remainder of 2000.

YEAR 2000

Throughout 1999, we engaged in a comprehensive year 2000 compliance plan
pursuant to which we conducted an audit of internal systems, products, services
and vendors on which we rely. As part of our year 2000 compliance plan, we
identified areas believed to pose a year 2000-related risk, and tried to
implement all necessary corrective actions that we identified. As of
February 29, 2000, we had identified only minor year 2000 related issues, and
believe that those problems that have been identified can be remedied and will
not have a material adverse effect on our financial condition or results of
operations. As of February 29, 2000, we incurred expenses of approximately
$2.5 million associated with our 2000 compliance efforts, the majority of which
consisted of internal time and costs. We do not expect our future costs related
to the year 2000 to be material. We will continue to monitor our mission
critical computer applications, and those of our suppliers and vendors,
throughout the year 2000 to ensure that any latent year 2000 matters that may
arise are addressed promptly.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency risk and interest rate risk are the primary sources of
market risk to our operations. We manage exposure on certain foreign currency
risks through the use of foreign currency forward contracts primarily for the
purpose of hedging firm inventory purchase commitments. We do not enter into
contracts for trading purposes. Outstanding foreign currency forward contracts
as of December 31, 1999 included $2.0 million denominated in Japanese Yen and
$0.3 million denominated in other currencies. As of December 31, 1999,
unrealized gains (losses) on foreign currency contracts were not significant.

As of December 31, 1999, we had aggregate variable rate long-term debt of
approximately $77.5 million, including borrowings outstanding on our term loan
of $37.4 million and on our revolving credit facility of $36.9 million. A 10%
change in interest rates would change the annual interest expense on our
long-term debt as of December 31, 1999 by approximately $580,000. As of
December 31, 1999, $28.5 million of the borrowings on our revolving credit
facility were denominated in currencies other than the U.S. dollar, primarily
the Eurodollar. To the extent such borrowings remain outstanding, we will be
subject to risks associated with future foreign exchange fluctuations.

BUSINESS

PACKARD INSTRUMENT

Through Packard Instrument, we are a leading company in laboratory
automation and have developed scalable platforms built on our worldwide
leadership in the manufacturing and marketing of bioanalytical instruments for
use in the life sciences research industry. Pharmaceutical and biotechnology
companies have recognized that, in order to advance the drug discovery process,
significantly greater investments in genomics research and advanced drug
screening at high throughput rates are required. Meeting this growing demand
with integrated, multitechnology, scalable solutions that span the drug
discovery process is a key element of our growth strategy. The development of
our genomics analysis, biochip and microarray platforms will complement our
well-established drug screening platform.

Our rich portfolio of proprietary technologies is embodied in our products,
consumables and services. We own approximately 50 U.S. and foreign patents and
have over 30 patent applications pending in the United States and abroad.
According to a recent independent market study, Packard provides the broadest
range of products and services to the pharmaceutical drug screening industry.
Packard's primary products include:

- microwell plate readers;

- imaging systems;

- automated liquid handling systems;

- laboratory robotics;

- bioanalytical spectrometers; and

- biochemicals and related supplies.

Packard has strong long-term relationships with a broad customer base that
includes substantially all of the 50 largest pharmaceutical and biotechnology
companies. We have one of the largest installed bases in the life sciences
research industry with over 25,000 instruments. Packard's broad and well-
developed customer relationships and extensive installed base not only allow us
to generate a recurring revenue stream from services and sales of related
consumables, but also provide us with customer insights that are invaluable for
the development and commercialization of new products and technologies. Through
Packard's worldwide sales, marketing and service organization of approximately
400 individuals, we distribute our instruments and other products and provide
services to many of the

leading pharmaceutical, biotechnology and agrochemical companies as well as to
prominent academic, government and medical laboratories.

CANBERRA INDUSTRIES

Through Canberra Industries, we are the worldwide leader in analytical
instruments and systems used to detect, identify, quantify and monitor
radioactive materials for the nuclear industry and related markets. Our
thirty-five year history and what we believe to be the largest installed base in
the nuclear instrument industry provide us strong brand recognition and an
extensive worldwide distribution and support network. Throughout our history we
have enjoyed close relationships with key customers, including the U.S.
Department of Energy and the International Atomic Energy Agency as well as major
utilities and research laboratories, that have resulted in the development of a
number of our new technologies and products. More recently, we have been
applying our market and technology leadership to the provision of measurement
services to our customers.

We believe we are also a leader in outsourced measurement services that add
a new value dimension to our marketplace. The U.S. Department of Energy alone
has budgeted $6.3 billion in the current fiscal year to spend on programs for
cleaning up sites that were used for the production of nuclear materials for
weapons. We believe that an increasing amount of resources spent each year on
cleanup efforts will be privatized, providing growth opportunities for
outsourced services, such as measurement services provided by Canberra. In
addition, we believe that remediation in the nuclear power industry, both
domestically and abroad, will provide significant additional opportunities for
growth.

PACKARD INSTRUMENT

INDUSTRY OVERVIEW--LIFE SCIENCES RESEARCH AND DRUG DISCOVERY

The life sciences research industry is undergoing fundamental change and
growth resulting principally from the explosive growth in gene discovery and the
increasing demand for greater efficiency in the drug discovery process. Industry
experts estimate that in the year 2000 the life sciences research industry will
spend more than $80 billion on drug discovery research and development.
Traditionally, chemists laboriously synthesized new compounds with potential
therapeutic activity one at a time or painstakingly isolated them from natural
resources. Today, combinatorial chemistry techniques are used to greatly
increase the supply and diversity of such compounds. Libraries of hundreds of
thousands, or even millions, of compounds are now available for testing in
biological assays against disease targets.

Until recently, life sciences researchers had identified only a few hundred
targets. Driven by large-scale DNA sequencing projects, such as the Human Genome
Project, life sciences researchers expect to identify tens of thousands of new
gene targets as they decipher the genomes of both humans and disease-causing
organisms. Sifting through these massive gene pools to identify disease-causing
genes will require large-scale experimentation. Determining which gene
variations cause or play a role in diseases will be an even greater challenge.
Once potential targets are identified, they need to be screened against hundreds
of thousands, if not millions, of compounds, a process known as "drug candidate
screening." As a result of this dramatic increase in the need for drug candidate
screening, industry experts agree that new bioanalytical tools and optimized
processes will be required to improve the overall efficiency of the drug
discovery process. It is generally accepted that industrialization and
automation of repetitive activities will be required to streamline the drug
discovery process.

THE DRUG DISCOVERY PROCESS

[A flow chart describes the drug discovery process as follows: "compounds"
derived from "compound libraries" in a processes known as "combinatorial
chemistry," on the one hand, and "targets" derived from processes known as
"functional and structural genomics" and "proteomics" (or "protein function")
lead to "assays," "screening" and "lead optimization" (the "drug candidate
screening"), then to "Early ADME/Tox," "pre-clinical testing" and "clinical
trials" (the "drug development") and then to "commercialization."]

GENOMICS

STRUCTURAL GENOMICS

Interest in understanding the relationships between genes and diseases has
generated a worldwide effort to identify the structure and sequence of the genes
of many organisms, including the approximately 3 billion DNA base pairs
comprising the approximately 100,000 genes within the human genome. Known as the
Human Genome Project, this project is expected to identify most of the human
genes by the year 2001. While the portfolio of existing drugs is believed to act
only on approximately 500 gene products or targets, scientists believe that
5,000 to 10,000 gene products represent the majority of the important drug
targets from which therapeutic products may be developed. In addition to
human-related genomics, the sequencing of the genome of disease-causing
organisms is producing numerous potential targets for drugs to treat infectious
diseases.

FUNCTIONAL GENOMICS

We anticipate that, once researchers identify the structure of a gene and
sequence of its base pairs, the identification and validation of new drug
targets will require an understanding of the specific function and role of that
gene in diseases. This effort will require many years of additional research and
large-scale bioanalytical experimentation with millions of samples. Single
nucleotide polymorphism, or SNP, genotyping and gene expression analysis,
described below, are considered essential techniques to determine the function
and association of genes with specific diseases.

SINGLE NUCLEOTIDE POLYMORPHISM GENOTYPING. SNP genotyping is the process of
analyzing locations within a genome where variations in a gene sequence, or
genetic polymorphisms, are known to exist. Genetic polymorphisms play a role in
an individual's susceptibility to disease and response to drugs.

SNPs are the most common type of genetic variation. There are an estimated 3 to
10 million SNPs in the human genome, but only a small fraction have been
identified to date. This number is expected to increase dramatically as both
public efforts, such as the SNP Consortium, and numerous individual companies
that have initiated programs, attempt to identify hundreds of thousands of human
SNPs.

The identification of a SNP does not indicate whether or how it may relate
to human health. To relate SNPs to disease or drug response, SNPs must be
measured, or typed, in hundreds of thousands of people and correlated with
clinical data describing the health of those individuals. These studies will
require hundreds of millions of measurements. As more and more SNPs are
identified, a new market is quickly emerging for high throughput detection of
SNP genotypes. A portion of the need for this high throughput will be created in
the clinical trials and commercialization stages through "pharmacogenomics,"
which is an approach to drug development that utilizes genotypic information to
develop highly specific drugs.

GENE EXPRESSION ANALYSIS. Gene expression is the process by which a gene's
coded information is ultimately translated into the production of proteins
within a cell. While all cells contain the full set of genomic DNA, different
cells express different sets of genes depending on cell type and environmental
conditions. Certain diseases also arise from the over or under expression of
genes. Gene expression levels are measured by detecting differences in messenger
RNA, or mRNA, patterns. mRNA serves as a template for the production of
proteins. A primary application of this process is differential gene expression
analysis, where researchers compare the genes expressed in healthy and diseased
samples to identify specific genes involved in a particular disease process.
Another common application involves measuring a change in expression of certain
genes when researchers add drug candidates to cells.

As researchers identify more genes from the genome sequencing projects, we
expect the market for expression analysis technologies to grow significantly.
For example, faster and more efficient instrumentation will enable researchers
to screen a compound library more effectively and look for those compounds that
affect expression of certain genes in a beneficial way, or develop a screening
system to assess the toxicological effect of a set of new drug leads.

PROTEOMICS

PROTEIN FUNCTION

Instead of analyzing a gene or its mRNA, proteomic research studies the
function of genes by direct analysis of the gene product, or protein. A
"proteome" is defined as a set of functional proteins encoded by a gene and is
the protein complement of the genome. A systematic analysis of the protein
profiles of healthy and diseased tissue may identify disease-specific proteins.
Initially, proteomics will complement functional genomics for the identification
and validation of targets. Once sets of candidate proteins believed to be
associated with certain diseases have been identified and characterized, high
throughput technologies will be required to screen the effect of drug candidates
on protein expression or to perform clinical studies and diagnostic analyses.

TARGETS

Targets are specific biological molecules, usually proteins, which are
believed to have a significant role in the onset or development of a disease.
Target identification involves acquiring knowledge about the role a particular
molecule plays in the body in order to determine whether it might be a good
target for further investigation. Target validation is the demonstration that
affecting the function of a particular target has a positive effect on the
course of a disease. Target validation employs a variety of scientific research,
including the analysis of mRNA, proteins and cells. Today, while this activity
is often associated with proteomic studies, it is most often initiated with
genomics studies.

COMBINATORIAL CHEMISTRY

COMPOUNDS

Over decades, chemists in major pharmaceutical and chemical companies built
up libraries of hundreds of thousands of compounds. These compounds were usually
obtained by chemical synthesis one at a time or, alternatively, by isolation
from natural sources. During the last few years, however, many corporate and
academic groups have developed combinatorial chemistry techniques that combine
compounds to greatly increase the supply and diversity of small molecules for
screening. As a result, most companies now have access to millions of compounds
to be tested against established or new targets and yield potential lead
compounds for the development of new medicines. These vast numbers of compounds,
combined with the explosion in new targets, present a substantial challenge to
the drug discovery process and create a need for faster and more cost-efficient
screening.

DRUG CANDIDATE SCREENING

Drug candidate screening generally involves testing of large libraries of
different compounds in relatively simple assays, or tests, containing targets
identified through genomics and proteomics research. Assays are employed to
determine the effect of a compound upon a particular target. When applied
methodically, assays can be used as screens to identify active chemicals,
referred to as "hits," that may produce a desired effect upon a target's
function. Lead compounds can be identified by additional screening of hits and
may then be optimized to generate candidate compounds for development as
potential medicines.

ASSAYS

Assay development, in the context of screening compounds against a new
target, refers to a test a researcher must develop for measuring whether
particular compounds in a library interact with the target in a certain manner.
The type of assay utilized for drug screening depends on the target under
investigation and the type of information being sought. Researchers design some
assays to measure whether and how tightly a compound binds to a target, such as
the binding of a drug to a protein. Other assays are designed to measure whether
and to what degree a compound reduces the biological activity of a target, such
as the activity of an enzyme. In other cases, researchers test compound
collections against living cells and measure a particular cellular response,
such as a change in expression level of one or more genes. Targets can be
incorporated into either biochemical or cell-based assays. A biochemical assay
involves a target that is isolated from its natural cellular environment.
Cell-based assays test compounds on targets functioning in the environment of
living human or other mammalian cells. For lead optimization, described below,
cell-based assays provide a number of advantages, including greater predictive
value of therapeutic effect and potential toxicity. However, cell-based assays
have typically been more difficult and time consuming to develop and to perform
due to difficulties in detecting the function of a target in a living cell and
the inherent technical complexities of using human or other mammalian cells in
drug screens.

SCREENING

Screening is the process of methodically testing libraries of compounds for
potential therapeutic value by using assays to determine if any of the tested
compounds affect a selected target. Primary screening involves performing an
identical test on each compound in a large library to identify hits. Re-testing
confirms initial hits and secondary screening refines the initial evaluation of
hits. For example, secondary screening may measure a hit's "potency," which is
the amount of the hit compound required to exert its effect, and "specificity,"
which is the degree to which the hit exerts its effect on the defined target
rather than unintended targets. With the rapidly growing list of targets
identified by genomics programs, the major pharmaceutical companies are moving
towards screening up to 100

targets annually against libraries of up to one million compounds using
semi-automated or high throughput screening systems.

LEAD OPTIMIZATION

Lead optimization refers to the process of sorting through compounds that
emerge from the screening process, and involves conducting successive rounds of
chemical alterations and biological tests to find compounds likely to have
appropriate drug properties. Like target validation, lead optimization involves
a variety of methods, including protein and cellular analysis, chemical
synthesis and high throughput experimentation.

DRUG DEVELOPMENT

EARLY ADME/TOX AND PRE-CLINICAL TESTING

ADME/Tox stands for the following properties of a lead compound: absorption
by the intestinal systems, distribution within the body, metabolism by the liver
and other systems, excretion and toxicity. The ADME/Tox phase is typically
conducted during pre-clinical studies. However, to avoid costly and
time-consuming pre-clinical experiments, simplified molecular and cellular model
systems that mimic mammalian physiology are often used to gain information about
the lead's solubility in blood plasma, its cell penetration capabilities or its
toxicity. These studies in these surrogate molecular and cellular systems,
referred to as "Early ADME/Tox," are bridging the gap between a need for high
throughput and true physiological information about lead compounds.

CLINICAL TRIALS AND COMMERCIALIZATION

Clinical trials test pharmaceutical product candidates in humans to
demonstrate their safety and efficacy. Because clinical trials are the most
expensive part of drug development, pharmaceutical companies are attempting to
improve the outcomes of clinical trials by using genomic approaches to drug
development. In order to use genomics in a clinical trial, each patient's
genetic make-up must be analyzed. This could entail analysis of thousands of
different SNPs in a patient's DNA which, for a 1,000 patient trial, would
require generating millions of data points. The successful outcome of clinical
trials may result in regulatory approval to commercialize the new drug product.

SHORTCOMINGS OF THE DRUG DISCOVERY PROCESS

Industry experts estimate that in the year 2000 pharmaceutical and
biotechnology companies will spend more than $80 billion for research and
development of new pharmaceuticals, more than $10 billion of which will be spent
on drug candidate screening. Despite these heavy investments, the largest
companies in the industry do not believe they have the means to generate an
adequate rate of new drug applications for regulatory approval. A significant
opportunity to discover greater numbers of higher quality drug candidates has
been created by the recent dramatic increases in the number of potential targets
and the size and diversity of compound libraries. These increasing numbers of
gene targets and compounds, however, have also created shortcomings in the drug
discovery process. We believe that the following technology limitations are
currently hindering efficiency improvements in the drug discovery process.

INSUFFICIENT SPEED DUE TO LACK OF INTEGRATED AUTOMATION

Most drug discovery facilities rely on screening massive numbers of samples
for functional genomics and drug screening applications. Throughput is currently
limited by the preparation and movement of samples through the process of plate
and liquid handling, incubation, washing and finally into the detection area, as
opposed to the actual analysis time. For example, to perform one high throughput
screen, researchers typically need to remove thousands of compounds from storage
and

transfer small amounts of these compounds to hundreds of new plates. They then
add fluid to dilute them and transfer a portion of the diluted compound to
another set of plates. After adding a target and reagents, they move the plates
to an incubation station and incubate the reaction mixture for a precise period
of time. They then may separate the non-active portion from the reaction by
washing the plates, and transfer the plates to a detection instrument to scan
the plates and to see the results. Finally, they discard all the plates. The
whole process can take a team of researchers weeks or months to complete, and
must be repeated to test the same compounds against the next pharmaceutical
target.

We believe that, in order for drug discovery to reach the next level of
performance, each process module, including robotics, liquid handling, assay
reagents and detection systems, must be linked and integrated in a highly
automated or industrialized manner.

LIMITATIONS IN THE MINIATURIZATION OF ASSAYS

To stay competitive and meet their goals for operational and financial
growth, pharmaceutical companies will have to increase significantly the number
of new drugs they introduce into clinical trials each year. Capacity increases
in drug candidate screening, SNP detection and gene expression analysis will be
required to meet these objectives. However, industry experts agree that such
capacity increases will not be economically feasible unless assays can be
miniaturized. Currently, three fundamental problems need to be addressed to
successfully miniaturize drug discovery assays:

- sample preparation and liquid handling must be performed at the picoliter
to nanoliter level rather than at the current microliter volumes;

- the evaporation of these tiny volumes of liquids during the sample
preparation process must be minimized; and

- highly sensitive detection chemistries and equipment are required to
detect biological reactions in extremely small volumes.

Too often, assays are being miniaturized by increasing the concentration of
the reagents which, in turn, negates any cost savings from volume reductions. In
addition to reagents cost savings, as throughputs increase, miniaturization
becomes essential to avoid depletion of precious compound libraries and to
reduce the consumption costs of recombinant protein targets.

TOO MANY FAILURES, TOO LATE IN THE PROCESS

The cost of drug discovery increases exponentially as a lead moves through
the discovery process. The cost of screening a compound is usually below ten
dollars, while the cost of developing a drug candidate at later stages of the
development can run in the hundreds of millions of dollars, especially during
clinical trials and the regulatory approval process. With the largest cause of
failure in the clinic being toxicology issues, the incorporation of high
throughput approaches for ADME/Tox screening in discovery will greatly benefit
any pharmaceutical company. Drug lead failures late in the process should be
significantly reduced through the use of so-called functional assays that
monitor the effect of drug candidates on living cells, and the implementation of
high throughput gene expression profiling using microarray formats to reject
compounds having unacceptable toxicity profiles.

PACKARD'S TECHNOLOGY PORTFOLIO

We are developing one of the broadest portfolios of technologies, products
and services to support the drug discovery industry and to address current
shortcomings in most stages of the drug discovery process. We believe that, in
order to support more efficient drug discovery, industrialized platforms that
optimize the use of technology components are required. Please refer to
"--Intellectual Property" for more information regarding licenses relating to
these products.

PROPRIETARY ASSAY REAGENTS

We have internally developed or exclusively licensed a broad range of
proprietary assay technologies, which we believe exhibit significant advantages
over existing high throughput assays in terms of sensitivity, miniaturization
capability and versatility. Because these are "one-step" or homogeneous assays,
which do not require additional separation or washing steps, they enable high
throughput analysis and fully automated screening. In addition, our assay
portfolio covers a wide range of both biochemical and cell-based assays, and can
be used against most major classes of drug targets in most therapeutic areas.
Our assay portfolio consists of:

- ALPHA. Amplified Luminescent Proximity Homogeneous Assay, or ALPHA, is a
homogeneous assay technology for biochemical and molecular assays
exclusively licensed from Dade Behring, Inc. As a result of its signal
amplification characteristics, ALPHA has superior sensitivity enabling
ease of use, throughputs of greater than 250,000 samples per day and
excellent miniaturization capabilities. Without the need to increase
reagent concentrations, ALPHA offers the sensitivity of heterogeneous
assays in a homogeneous format, and enables assay miniaturization to very
small volumes. Released to the market in late 1999, this technology is
expected to find widespread acceptance for a wide range of drug discovery
assays. In addition, ALPHA can be configured to run two tests within one
assay, which makes it particularly useful for ultra-high throughput
genomics applications, such as SNP detection and gene expression analysis;

- BRET. We consider Bioluminescence Resonance Energy Transfer, or BRET, a
breakthrough luminescent assay technology for proteomic studies in live
mammalian cells. This new technology is in its final stages of testing and
we currently expect to make it commercially available later this year. It
is designed to significantly increase the speed of developing assays for
new gene targets by decreasing steps necessary in protein analysis. This
technology is licensed exclusively from Vanderbilt University;

- LUCLITE. In 1996, we introduced, under the trade name LucLite, a glow-type
luminescent substrate that for the first time enabled ultra-high
throughput screening of gene expressions in cells. Today, we estimate that
LucLite reagents have been used to screen over 60 million compounds
worldwide;

- FLASHPLATE. FlashPlate scintillation proximity assay technology was
introduced in the early 1990's for homogeneous radioisotopic applications.
Despite the trend away from the use of radioisotopes, we believe that
radioisotopic assays will remain useful for a significant percentage of
drug discovery assays because it is possible to label a compound with a
radioisotope without altering its chemical structure. We currently
distribute FlashPlates through NEN Life Science Products, Inc. under an
exclusive license agreement; and

- HTRF. Introduced in 1996, Homogeneous Time-Resolved Fluorescence, or HTRF,
was the first homogeneous assay technology using fluorescence as opposed
to radioisotopic labeling that has found widespread use in the
pharmaceutical industry for high throughput screening of enzyme,
protein-protein interaction and other molecular interaction assays. HTRF
provides an improvement over homogeneous radioisotopic assays as it does
not require radioisotopic labeling, and provides fivefold throughput
increases to over 50,000 samples per day. This technology is licensed
exclusively from CIS bio international.

PROPRIETARY ASSAY FORMATS

Today, the large majority of high throughput assays are conducted in
standardized plastic plates having 96 small reservoirs, or "wells," to
facilitate parallel experimentation. Driven by higher throughput needs, parallel
processing requirements and cost constraints, the industry is rapidly moving

towards miniaturized assay formats which include high-density microwell plates,
lab-on-a-chip and biochip/microarray formats. We believe that we are the only
company that will be able to offer all these assay formats and provide
compatible high throughput assay platforms. These capabilities will give our
customers a migration path to miniaturized assays as applications emerge.

- MICROWELL PLATES. We have built a reputation as a specialty microwell
plate supplier for high throughput assays in the drug discovery market. We
have proprietary plates for cell-based assays, filtration assays and
scintillation proximity assays in both 96- and 384-well formats. In
addition, we are working closely with other manufacturers to develop
1536-well plates suited for conducting the miniaturized assays enabled by
our new ALPHA and BRET assay technologies.

- LABCARD CHIPS. Through an agreement with ACLARA BioSciences, Inc., we have
obtained exclusive access and distribution rights to 96-well Oasis LabCard
chips to enable miniaturization of homogeneous assays beyond the
capabilities of microwell plates. These LabCard chips are similar in size
and format to existing microwell plates. However, through the use of
microfluidic channels, one can conduct assays in volumes as small as one
thousandth the volume allowed by today's microwell plates. Unlike
microarrays that are limited to conducting solid-phase DNA assays, the
Oasis LabCard chips act as "wet chips," allowing assays to be conducted in
solution phase, thus expanding application versatility.

- HYDROGEL CHIPS. We have a co-exclusive license with Motorola, Inc. to
commercialize the biochip technology developed at Argonne National
Laboratory. Consisting of a thin hydrogel film on a glass substrate,
hydrogel chips provide a "three-dimensional" substrate for the
immobilization of nucleic acids and proteins in microarray formats with
densities of up to thousands of elements per square centimeter.
Microarrays can be produced in two formats: at the bottom of the wells of
microwell plates, so called Microarray Plates, or on standard format glass
microscope slides, so called biochips. Because the hydrogel provides an
aqueous microenvironment for biological reactions, hydrogel chips are
suited for the production of both DNA-chips and protein-chips.

PROPRIETARY MICROFLUIDICS AND ROBOTICS

We have internally developed a number of products to miniaturize sample
preparation and automate high throughput systems. Our microfluidics and robotics
portfolio includes:

- PIEZO-TIP MICROFLUIDICS. This unique liquid handling technology utilizes
piezoelectric actuators to "squeeze" glass tips in order to dispense
pre-determined numbers of picoliter size droplets at high frequency in
miniaturized wells or on solid surfaces. This "drop-on-demand" technology
enables the tips to dispense volumes ranging from 300 picoliters to
several microliters with great precision and accuracy. Several proprietary
techniques are being used to implement banks of piezo-tips on microfluidic
robots able to routinely aspirate, transfer and dispense minute quantities
of samples and reagents from standard labware to miniaturized devices such
as LabCard chips or microarrays.

- PLATETRAK ROBOTICS. These industrial-strength microwell plate and liquid
handling robotics use linear bi-directional conveyor belts to process
samples at very high throughputs. The combination of various process
modules, such as 96- and 384-tip liquid dispensing, washing, filtration,
sealing, barcode reading and plate stacker modules, permits the automation
of virtually any high throughput sample preparation protocol. In addition,
a "pick-and-place" robotic arm allows the system to support peripheral
devices such as incubators, thermal cyclers and microwell plate readers in
the automation process.

PROPRIETARY DETECTION TECHNOLOGIES

We have developed a portfolio of ultra-high throughput detection techniques
to integrate our assay technologies with our robotics platforms. Among the
products incorporating these techniques are:

- MICROWELL PLATE READERS. Microwell plate readers are bioanalytical devices
designed to measure sample activity in the wells of a microwell plate. Our
microwell plate readers use various proprietary optical detection
technologies to analyze samples from scintillation, luminescence,
fluorescence, time-resolved fluorescence and ALPHA assays. Single-photon
counting electronics are combined with parallel detection optics to meet
ultra-high throughput needs.

- FIBER-OPTIC IMAGERS. Fiber-optic imagers are bioanalytical devices
designed to obtain images and analyze the activity of samples in various
sample formats. The imagers we are currently developing use
highly-sensitive "charge coupled devices," or CCD, coupled to the sample
through fiber optics to obtain images of sample arrays, whether in
microwell plate, LabCard chip or biochip/microarray format. Our patented
fiber-optic imaging technology avoids the use of lenses to project images
of samples onto the CCD detection device. This results in better light
gathering efficiencies, higher measurement throughputs and more accurate
and quantitative analytical data.

OTHER TECHNOLOGIES AND SERVICES

- RAPID EXPRESSION AND TARGET VALIDATION. We hold various exclusive and
non-exclusive licenses to gene expression technologies, including
mammalian, viral and microbial expression systems. These technologies,
combined with gene cloning expertise and state-of-the-art cell culture
facilities, enable rapid genetic engineering of cells expressing new
protein targets for target validation by pharmacological analysis.

- ASSAY DEVELOPMENT AND SCREENING SERVICES. We have extensive experience in
the purification of a wide range of proteins, including affinity
purification with engineered genetic "tags." To facilitate rapid assay
development for high throughput screening, we also maintain a portfolio of
proprietary assays for receptors, reporter genes, and biochemical and
cell-based assays.

PACKARD'S INDUSTRIALIZED PLATFORMS AND SOLUTIONS

According to a recent independent market research study, we provide the
broadest range of products and services to the pharmaceutical drug screening
industry. Whereas many technology companies offer a solution for one individual
component of the broader drug discovery process, we are integrating numerous
proven technologies into our product offerings so that the entire process can
operate with greater efficiency. Our approach is aimed at total integration of
our technologies, which were developed to eliminate present-day shortcomings
from the drug discovery process. Our integrated platforms are designed to
support the industrialization of drug discovery by bringing the benefits of
miniaturization, integration and automation to high throughput applications such
as drug screening, SNP detection and gene expression analysis. Today, we believe
we provide the most comprehensive integrated solutions for drug screening
applications that allow our customers to increase speed, reduce cost, improve
data accuracy and enhance productivity. We intend to build upon our drug
screening foundation by expanding on our evolving genomics, biochip and
microarray platforms.

The primary features of our integrated system are:

- MINIATURIZATION. Unlike other microfluidic systems, our devices use a
miniaturization approach based on standardized microwell plate sizes in
order to maintain compatibility with most

laboratory equipment. Our piezo-tip dispensers can automatically
miniaturize liquid handling procedures to sub-nanoliter volumes. For
solution-based assays, the unique capillary design of the Oasis LabCard
chips eliminates evaporation problems, even when volumes as small as
one-thousandth of current microwell volumes are used. In addition, our
piezo-tip dispensers can be used to produce microarrays on chips for
solid-phase applications.

- AUTOMATION. Our PlateTrak microwell plate and liquid handling robots were
the first to use bi-directional conveyor belts to process samples at very
high throughput. The recent addition of on-line incubation and detection
makes this system the first to totally integrate assay assembly,
incubation and detection in one space-saving analytical configuration.
Complete experiments for both molecular and live cell screening assays, as
well as for high throughput genomics assays such as SNP detection and gene
expression, can be automated using these platforms. Depending on the
assay, the PlateTrak robotic system will process and analyze samples in
microwell plates, LabCard chips or Microarray Plates.

- ULTRA-HIGH THROUGHPUT. By integrating our multi-detector microwell plate
readers and fiber-optic imaging detectors on our PlateTrak's
bi-directional robotic system, analytical throughputs will match the
proven high-speed sample preparation capabilities of the system. Through
the automated process line approach for sample preparation, liquid
handling, incubation and detection, throughputs of hundreds of thousands
of samples per day can be achieved for a wide range of assays.

The advantages of our current industrialized platforms and those under
development are listed in the following table:

FEATURE ENABLING TECHNOLOGIES BENEFITS
- ------------------------- -------------------------------- --------------------------------

MINIATURIZATION - Piezo-tip liquid handling - Parallel analysis
- LabCard chips, Microarray - Low cost per test
Plates - Compound and target savings
- ALPHA and BRET assays

AUTOMATION - PlateTrak robotic system - Reduces labor intensity
- Homogeneous, one-step assays - Enables miniaturization
- On-line fiber-optic imaging

ULTRA-HIGH THROUGHPUT - Multi-tip liquid handling - Time savings
- Parallel plate processing - Faster lead discovery
- Parallel sample detection - Greater capacity

MULTI-ASSAY CAPABILITY - Biochemical/binding assays - Target validation
- Cell-based functional assays - Lead discovery/optimization
- Microarray assays

HIGH-QUALITY DATA - Homogeneous, separation-free - Reduces false positives
assays - Reduces late failures
- Assay portfolio

STANDARD ASSAY FORMATS - 96-, 384- and 1536-well plates - Migration to high-density
- Oasis LabCard chips formats
- Microarray Plates - Compatibility with standard
laboratory equipment

ASSAY DEVELOPMENT - "Gene-to-screen" assay - Process integration
SERVICES development - Savings in time and cost of
- Assay and platform integration assay development

For over five years, we have installed elements of our system at
substantially all of the 50 largest pharmaceutical and biotechnology companies
worldwide. Leading companies such as Merck, Amgen, Hoffmann-LaRoche,
Schering-Plough and AstraZeneca together have purchased hundreds of our
microwell plate readers and numerous liquid handling robots, and rely on us to
streamline their drug discovery process.

INDUSTRIALIZED DRUG SCREENING PLATFORM

Our industrialized drug screening platform allows high throughput screening
facilities to transition from conventional microwell plates, to high-density
microwell plates, to Oasis LabCard chips and ultimately to Microarray Plates.
Our platform builds upon PlateTrak "assembly-line" technology for ultra-high
throughput automation, proprietary piezo-tip dispensing technology for
miniaturization, ultra-sensitive luminescence detection technologies for both
biochemical and cell-based assays, and integrated detection capabilities using
either microwell plate readers or fiber-optic based imaging. We believe these
applications can be further extended beyond conventional screening by combining
the multi-tip liquid dispensing technology with multi-fiber optics imaging for
simultaneous injection of compounds and measurement of their instantaneous
response on live intact cells. Simultaneous data from all wells would provide
enhanced information on drug lead affinity, efficacy and function from a single
assay, thereby helping to identify drug candidate failures early in the process.

Our industrialized drug screening platform system and process are depicted
in the following chart:

INDUSTRALIZED DRUG SCREENING PLATFORM

[A flow chart describes the interaction (by means of interconnecting arrows) of
our industrialized drug screening platform with certain items (namely, assays,
screening and lead optimization) of the drug discovery process flowchart
described under "--Industry Overview--Life Sciences Research and Drug
Discovery," as follows: two arrows, one from "compounds" and the other from
"targets", point to "automation" (PlateTrak robotics and piezo-tip
microfluidics), which in turn points to "Assays" (fast incubation and no
separation/wash) and then to "Detection (UHTS)" (microwell plate reader and
fiber-optic imager). Two additional arrows, one from "assay reagents"
(ALPHA/HTRF, LucLite/BRET and FlashPlate) and the other from "assay format"
(microwell plates, LabCard chips and Microarray Plates), point to "assays"]

- AUTOMATION. We believe our PlateTrak robotic system can automate the
sample preparation of virtually any high throughput screening protocol
using a modular conveyor approach that combines automated microwell plate
processing robotics with proprietary 96- and 384-tip liquid dispensing
modules. Today, assays can be conducted in 96-, 384- and 1536-well plates.
We believe

further miniaturization will be possible through the use of piezo-tip
liquid handling technology and Oasis LabCard chips or Microarray Plates.

- ASSAYS. Automated high throughput preparative tools are compatible with
our HTRF technology for biochemical assay measurements, as well as with
LucLite substrates for cell-based reporter gene assays. The introduction
of our ALPHA and BRET assay technologies is expected to provide enhanced
performance. ALPHA enables scaling down assays into 1536-well plates, and
we plan to adapt ALPHA to the sub-microliter format of the Oasis LabCard
chips. BRET is still under development and is expected to extend the
applications of the platform to functional genomics and proteomic assays
in live cells. In addition, by integrating our fiber-optic imaging
technology onto the platform, we intend to expand automated assay
processing to allow for scintillation proximity assays, as well as kinetic
measurements of compound-target interactions by measuring luminescence and
fluorescence signals in live cell assays.

- DETECTION. The integration of our microwell plate readers results in high
throughput screening platforms with superior performance for
scintillation, luminescence, HTRF and ALPHA assays. Our microwell plate
reader products are highly sensitive, high throughput detection systems,
capable of performing low-volume assays in small-volume 384-well plates
for HTRF, and 1536-well plates and Oasis LabCard chips for ALPHA.
Throughputs of 50,000 to over 250,000 samples per day can be achieved per
instrument for HTRF and ALPHA, respectively. In addition, by virtue of
integrating fiber-optic imaging technology, we believe our ultra-high
throughput screening platform will keep its competitive edge over other
automated screening systems.

INDUSTRIALIZED GENOMICS ANALYSIS PLATFORM

We are extending the applications of our industrialized high throughput drug
screening platform to genomics analysis. We believe that our industrial-strength
automated process line can be successfully adapted to meet the growing high
throughput requirements for SNP genotyping and gene expression analysis, so
called mRNA measurements. This platform is intended for use in candidate-gene
approaches, where a limited number of genes or SNPs suspected to be associated
with diseases are screened against large numbers of samples. These applications
include screening compound libraries for new drug leads, or studying the effect
of candidate drugs on expression levels of genes associated with drug toxicity
and efficacy, so called Early ADME/Tox studies. In addition, industry experts
anticipate that there will be large demand for screening SNP candidates in a
great number of individuals to confirm disease association, and to conduct
large-scale pharmacogenomics studies. Like our drug screening platform, we
believe that our integrated genomics system will address three key issues
associated with high throughput SNP genotyping: automation, throughput and cost.
The following chart illustrates the various elements of the platform.

INDUSTRIALIZED GENOMICS ANALYSIS PLATFORM

[A flow chart describes the interaction (by means of interconnecting arrows) of
our industrialized genomics analysis platform with certain items (namely,
functional genomics, lead optimization, Early ADME/Tox and clinical trials) of
the drug discovery process flowchart described under "--Industry Overview--Life
Sciences Research and Drug Discovery," as follows: two arrows, one from
"samples" and the other from "consumables," point to "automation" (nucleic acid
extraction/purification), which in turn points to "assays" (amplification and
hybridization) and then to "detection" (microwell plate reader and fiber-optic
imager). Two additional arrows, one from "assay reagents" (dual-label ALPHA) and
the other from "assay format" (microwell plates, LabCard chip and Microarray
Plate) point to "assays" (amplification and hybridization).]

- AUTOMATION. By taking full advantage of the flexibility and parallel plate
processing capabilities of the PlateTrak robotic platform, complex
molecular biology sample preparation procedures, such as DNA/RNA
extraction, purification, amplification and hybridization, can be totally
automated at high throughput. Moreover, the use of dual-color ALPHA
reagents is expected to eliminate the need for post amplification
reactions. The simultaneous addition of amplification reagents,
hybridization probes and dual-color detection probes should offer many
procedural advantages, as it enables amplification and detection in closed
sample containers (sealed microwell plates or LabCard chips). In addition
to facilitating total automation, this feature should eliminate potential
lab contamination, which is a major problem with open container DNA
amplification systems such as polymerase chain reaction, or PCR. This
ability to avoid cross-contamination will also eliminate "false positive"
results, giving the system the robustness required for industrial-
strength genotyping. We believe that, through the use of small-volume
384-well plates, the cost per SNP analysis can be reduced to levels below
that of most current, often laborious techniques. If we succeed in
adapting the system to use ACLARA's Oasis LabCard chips, to which we have
exclusive distribution rights, we will have a competitive advantage to
lower cost further to levels that make mass analysis possible.

- ASSAYS. Our preferred assay method for genomics analysis uses
hybridization with dual-color ALPHA detection. Two color detection allows
the determination of the two possible bases of SNPs in a single well.
Moreover, because at least one color must be present, two color reactions
have their inherent internal quality control. ALPHA labels are very stable
in stringent amplification and hybridization reactions. In addition, the
homogeneous, one-step nature of ALPHA makes it possible to perform DNA
amplification and probe hybridization followed by detection in the same
reaction wells without having to open the wells after temperature cycling.
Our approach avoids evaporation, enables miniaturization and eliminates
cross-contamination by

the amplified product. Other applications of this ALPHA-based genetic
analysis platform are: gene expression analysis, DNA molarity testing and
quantitative PCR amplification.

- DETECTION. This integrated genomics analysis platform will employ high
throughput laser-based ALPHA detectors using either multiple discrete
detectors or fiber-optic imaging technology. The measurement time per SNP
is just a few seconds, and so far, testing conducted with real-world
genomic samples gave consistent, high signal-to-noise ratios, making it
possible to automate genotype determination through software
interpretation of the data. We believe that we will be able to achieve
throughputs greater than 25,000 samples per day with a single, integrated
system.

Although this high throughput genetic analysis platform is still under
development, most of its critical components and processes have been proven at
various customer and collaborator sites. The complete sample preparation process
has been automated at the genome center of the Whitehead Institute, while the
dual-color ALPHA chemistry has been evaluated by Dade Behring, Inc. Real-world
SNP analysis tests, using single-color ALPHA with genomic samples of the
Montreal Genome Centre, resulted in 99% genotype identification accuracy. The
use of dual-color ALPHA should result in further accuracy improvements. We
believe that by building upon our high throughput screening platform we can
bring the benefit of proven automation technology to SNP detection, and other
genetic analysis methods.

BIOCHIPS AND MICROARRAYS

Although still under development, most critical components and processes of
our biochip platform have been developed and tested. The biochip or microarray
is part of an integrated system that begins with the deposition of genes and
proteins, referred to as the "probe," on the surface of a flat substrate,
referred to as "chip." Sample DNA or protein, the "target," is prepared
independently and applied to the biochip for hybridization. After hybridization
between complementary DNA sequences in the sample target and the probe DNA
immobilized on the chip, the hybridization signals are detected and analyzed.

The use of our proprietary non-contact, drop-on-demand piezo-tip dispensing
robotics enables the production of microarrays/biochips on virtually any
substrate, and with virtually any probe, whether synthetic DNA, gene fragments
or proteins. This flexibility enables the production of custom biochips with low
set-up costs and fast turn-around time. Our business model is based on both the
internal production of such chips, and the transfer of our piezo-tip production
tools and best production practices to customers against the payment of
technology transfer and licensing fees. We believe this gives us a significant
competitive advantage over our competitors as it enables our customers to
maintain confidentiality with respect to their bioinformatics.

In addition, we plan to produce and distribute biochips made with our
proprietary hydrogel chip. This will result in differentiated performance and an
improved intellectual property position. The hydrogel chip is a
three-dimensional, porous substrate which avoids some of the fundamental array
density patents that encumber this field. In addition, hydrogel chips provide an
aqueous microenvironment for the immobilization of probes and the hybridization
of targets. We believe that this feature, and the fact that DNA is deposited
within a hydrogel film on the chip rather than synthesized, gives us
considerable freedom to operate in the DNA chip market. The following chart of
our platform illustrates this process.

BIOCHIP AND MICROARRAY PLATFORM

[A flow chart describes the interaction (by means of interconnecting arrows)
of our biochip and microarray platform with all items of the drug discovery
process flowchart (except "structural genomics," "compound libraries" and
"pre-clinical testing) described under "--Industry Overview--Life Sciences
Research and Drug Discovery," as follows: two arrows point, one from "samples"
to "sample preparation" (extraction, purification, amplification and pooling)
and the other from "DNA, proteins" to "biochip production" (Biochip Arrayer and
chip, hydrogel and custom), and both to "assays" (hybridization and washing) and
then to "detection" (imaging). Another arrow points from "assay format" (biochip
slide and Microarray Plate) to "Assays" (hybridization and washing).]

- BIOCHIP PRODUCTION. The major advantages of our piezo-tip biochip
production tools are the high-quality and excellent precision of the
microarrays, the flexibility to dispense synthetic DNA, gene fragments, or
cDNA, and proteins on both porous and non-porous substrates. Competing
arraying technologies use pin tools to dispense sample by touching the
non-porous chip substrate. Dispensing accuracy is affected by the quality
of the pin, the proximity of the pin to the substrate, and precision
varies because of non-uniformity of the substrate or surface variability
between substrates. In addition, we believe our production process offers
more flexibility than the photolithographic DNA synthesis method where
cDNA and proteins cannot be applied. As for the chip substrate, we can
produce biochips using either the customer's substrate, or our own
proprietary hydrogel substrate. Hydrogels provide a three dimensional
structure enabling biomolecular interactions to occur in an aqueous
microenvironment. Samples are aspirated from source vessels such as
microwell plates and arrayed on biochip substrates by dispensing 300
picoliter droplets of probe material.

Our first generation product, the Biochip Arrayer I, designed for low
throughput research applications, features four piezo-tip dispensers. Our
high throughput Biochip Arrayer II, currently under development for
high-capacity production applications, features 8 piezo-tips, upgradable
to 48 tips, and is capable of "on-the-fly" microarraying to produce
hundreds of thousands of biochips per year. Rather than dispensing and
immobilizing probes on a single surface, as is the case with conventional
biochips, hydrogels can capture probes in thousands of multiple layers,
which will significantly increase probe concentration. We believe that
these features make hydrogel chips suited for both genomics and proteomics
applications.

- SAMPLE PREPARATION. Sample preparation steps are virtually identical to
those described under the automation section of the Industrialized
Genomics Analysis Platform, although DNA amplification and detection are
not performed in closed containers. Post amplification processing is
required and typically consists of pooling the amplification products in
one sample mixture that is then applied to the biochip for hybridization.
For high throughput applications, we can use our PlateTrak robotic system
to automate sample preparation. For low throughput, our MultiPROBE robotic
liquid handling system can be used.

- ASSAYS. We can produce chips in two formats. The "biochip slide" format
makes the chip compatible with hybridization and washing equipment
commonly available in the lab for microscope slide processing. This format
is used for low throughput applications, such as assay development or
academic research, and may also be very suitable for diagnostics
applications. For higher throughput applications, we plan to produce
Microarray Plates by depositing microarrays on the bottom of the wells of
a 96-well plate. This format works in conjunction with our PlateTrak
robotic system for high throughput applications.

Through a collaboration with and co-exclusive license from Boston
University, we have access to the so-called Positional Sequencing By
Hybridization, or PSBH, universal arrays. The PSBH approach offers two
potential advantages for conducting genetic analysis assays on chips:

- the PSBH hybridization method makes SNP detection more specific; and

- the PSBH methods permit the use of universal rather than gene-specific
arrays for SNP detection.

STRATEGY

We intend to enhance our leadership position in the development of
automated, integrated platforms to support the industrialization of the drug
discovery process. Elements of our strategy include:

- CONTINUE THE DEVELOPMENT OF NEW AND EXISTING PROPRIETARY TECHNOLOGIES FOR
INTEGRATED DRUG SCREENING, GENOMICS AND BIOCHIP ANALYSIS PLATFORMS. We
believe that we are one of few companies currently developing and
manufacturing integrated systems to support the miniaturization and
industrialization of drug screening and genomics analysis. We plan to
continue our pioneering work in laboratory automation, liquid handling
robotics, radio- and non-isotopic assay techniques, the application of
genetic engineering to assay development, and microwell plate reading and
imaging to further extend our base of proprietary technologies, products
and services. For instance, through joint developments with Argonne
National Laboratory and ACLARA BioSciences, Inc., we recently added
exclusive access to biochip arraying and lab-on-a-chip technologies to
this portfolio. Enabled by our piezo-tip dispensing robotics, we believe
that these micro-fluidics technologies will allow us to further
miniaturize our industrial-strength automation platforms to provide 10- to
100-fold increases in capacity compared to present day standards.

We will continue to develop our "plug-and-play" approach to commercialize
these advanced technology platforms. By mid-2000, we plan to release our
new scalable process control software, enabling us to sell platform parts
either as integrated platforms or discrete components, depending on the
needs of the customers. Our integrated solutions are designed to meet the
miniaturization, automation and high throughput needs of the drug
discovery and genomics fields, while individual components may be sold in
the broader markets of academic and government funded life sciences
research.

- ACCELERATE INVESTMENTS IN TECHNOLOGIES ASSOCIATED WITH OUR PRODUCTS AND
SERVICES THROUGH RESEARCH AND DEVELOPMENT AND COLLABORATIONS. We are a
technology-driven company with a broad base of technology and scientific
expertise. We intend to expand the applications of our platform
technologies to new, emerging growth areas both by investing additional
resources in research and development, and through licensing efforts and
strategic acquisitions. In particular, we are targeting the high-growth
markets of SNP detection, nucleic acid preparation, and biochips for
proteomics applications and microarray production.

We are collaborating in the design, development and production of
microarray chips with Motorola and are planning to set up our own biochip
production facilities in Meriden, Connecticut and in Groningen, The
Netherlands. As biochips become more widely used, we expect to collaborate
with providers of genomics information to market value-added biochips to
our core life sciences market and to penetrate new emerging biochip
industries opportunistically. For instance, we believe the proteomics
field represents an important market opportunity for our biochip platform.
We are currently considering collaborations with leading proteomics
technology companies to accelerate our entrance into this emerging market;
however, we cannot assure you that these collaborations will come to
fruition. Also, through our work at the genome center at the Whitehead
Institute, we have shown that our industrialized genomics analysis
platform has great potential for high-growth genomics analysis
applications, such as nucleic acid preparation and SNP analysis. We plan
to capitalize on these opportunities through licensing and acquisitions of
complementary technologies and products.

- LEVERAGE OUR HIGH BRAND RECOGNITION, STRONG MARKET PRESENCE AND
WELL-DEVELOPED SALES AND MARKETING INFRASTRUCTURE TO COMMERCIALIZE NEW
PLATFORM TECHNOLOGIES. We have established our presence in over 60
countries and developed relationships with many market-leading customers.
We have one of the largest installed bases in the life sciences research
industry with over 25,000 instruments. Packard's broad and well developed
customer relationships and extensive installed base provides us with
customer insights that are invaluable for the rapid development and
commercialization of new products and technologies. For instance, with
significant input from various human genome centers, we developed and
installed our genomics platform robotics, enabling our customers to
achieve sample preparation throughputs of 6,000 DNA preparations per hour.
Similarly, using input from pharmaceutical companies such as AstraZeneca,
the first recipient of our ALPHA-based screening platform, we have been
able to increase ultra-high throughput screening capacity to a rate of
over 250,000 samples per day.

We support our customers with a worldwide sales and services organization
able to provide applications support to our customers. Through our
approximately 400 sales, marketing and service personnel, and by selling
to our established customer base, we believe we can achieve rapid market
acceptance of new platform products worldwide.

- EXPAND OUR RECURRING REVENUE STREAM THROUGH SALES OF CONSUMABLES,
OUTSOURCING AND OTHER SERVICES. Our newer technology platforms are aimed
at high volume users in the drug discovery and genomics markets. We
believe that recurring sales of consumables and reagents to these
customers represent opportunities to increase our revenues. New
consumables products, such as microwell plates, pipetting tips, assay
reagents, and hydrogel and Oasis LabCard chips, are expected to further
increase our consumables business.

We believe that our technologies in gene cloning and expression, and our
broad portfolio of proprietary assay development tools, provide
opportunities for high margin services and outsourcing arrangements. In
the drug discovery market, we seek to collaborate with genomics and
combinatorial chemistry companies that we believe have access to
considerable numbers of new drug targets and compound libraries, and for
which our technologies could substantially accelerate the identification
of candidate compounds for drug development. To date, we have

entered into such collaborations with Millennium Pharmaceuticals, Inc. for
target identification and assay development, and ComGenex International,
Inc. for compound library screening. In the biochip production market, we
expect to broaden our internal DNA and protein chip production
capabilities to satisfy increased demand for customized microarrays and
biochips. In addition, we intend to license our piezo-tip biochip arraying
technology in exchange for technology transfer and royalty payments. At
present, we have signed such an agreement with Motorola, and we have
active interest from many more companies.

PRODUCTS AND SERVICES

Increasingly, we are combining several of our products to create
"industrialized" automation platforms to support more efficient drug screening
and genomics analysis. We also provide biochemicals and supplies used with our
instruments and platforms, as well as related service and support. More
recently, we have also been providing outsourcing services to the pharmaceutical
industry. Our products and services consist of:

MICROWELL PLATE READERS. Our TopCount microwell plate reader was one of the
first instruments to provide high throughput microwell plate scintillation
counting to screen compounds in drug discovery, and for analysis in molecular
and cellular biology, immunology and biomedical research. Through the
introduction of several new products in the early 1990s, we rapidly penetrated
the microwell plate reader market, becoming one of the largest suppliers of
these types of instruments. In 1997, we introduced our Discovery microwell plate
reader, a proprietary instrument that uses time-resolved fluorescence for
detection, and is compatible with HTRF assays, and at the end of 1999, we
introduced our AlphaQuest reader, which is designed for ultra-high throughput
drug candidate screening using ALPHA assays. Our current microwell plate reader
products perform detection using both radioisotopic assays and a broad range of
non-isotopic methods such as colorimetric, luminescence, fluorescence,
time-resolved fluorescence and ALPHA methods.

IMAGING SYSTEMS. Our current imaging systems are used to detect the
activity of isotopically-labeled samples, including gels, blots, DNA assays and
high-density arrays for use in drug development, genomics analysis and molecular
and cellular biology, including areas such as genomics, neuroscience, immunology
and biochemistry. We entered the imaging market with the introduction of our
InstantImager product in 1993. We believe that this product provides significant
benefits to users in terms of real-time, fast sample turnaround and enhanced
quantification capabilities. We broadened our product line in 1996 through the
addition of the Cyclone, a low-cost storage phosphor imager, and intend to
introduce additional imagers to our product line over the next several years,
including systems based on our proprietary fiber-optic imaging technology.

AUTOMATED LIQUID HANDLING SYSTEMS. Our automated liquid handling systems
are used to prepare small volume samples to be dispensed into the wells of
microwell plates, which are then screened by microwell plate readers. Our
product line includes the MultiPROBE robotic liquid handler which is often sold
in conjunction with our TopCount microwell plate reader. We have also developed
a next generation instrument, the MultiPROBE II, which can be expanded to meet
the customer's needs. We recently introduced another new product, the Biochip
Arrayer, featuring our piezo-tip microfluidics technology for ultra-small volume
liquid handling. This capability and high-precision mechanics enables the
preparation of samples in higher density microplates, in Oasis LabCard chips and
on biochips.

LABORATORY ROBOTICS. Our laboratory robotics feature automatic microwell
plate processing robotic technology combined with proprietary 96-tip and 384-tip
liquid dispensing modules, and a variety of other sample processing and liquid
handling modules. Our PlateTrak conveyor belt-based system can be customized to
meet increasing sample throughput needs of customers in the high throughput
screening and genetic analysis markets. Through the addition in 1999 of a
"pick-and-place" robotic arm, the

capabilities of our laboratory robotics system have been extended to include a
wide variety of peripheral laboratory equipment and instrumentation.

BIOANALYTICAL SPECTROMETERS. Our bioanalytical spectrometers, used broadly
throughout life sciences research, use sensitive light measuring methods for
detecting radio-isotopic labeled compounds. We are a leading manufacturer and
marketer of bioanalytical spectrometry instruments, including liquid
scintillation counters, gamma counters and flow scintillation analyzers. These
instruments measure sample activity by detecting light generated through the
interaction of beta particles with "scintillation cocktails." Scintillation
cocktails are solutions of biochemicals used to dissolve a sample and to convert
sample activity to light. Gamma counters, on the other hand, use solid
scintillators. The light generated when gamma rays strike a sodium iodide
crystal detector is used to measure sample activity.

BIOCHEMICALS AND SUPPLIES. Our biochemicals and supplies are laboratory
consumables used for the operation of bioanalytical instruments, both those sold
by ourselves and those of our competitors. Biochemicals principally include
light-emitting scintillation cocktails used in conjunction with our
bioanalytical spectrometers. We are a leading biochemicals manufacturer for
scintillation cocktails and supplies, such as vials and microwell plates. In
early 1996, we introduced LucLite luminescence reagents for our TopCount product
and, in the same year, we introduced HTRF reagents. As part of our strategy of
focusing on nonisotopic processes, we acquired BioSignal, Inc. in 1998.
BioSignal's core competency is in the field of gene cloning, genetic engineering
of live cells and expression and production of recombinant proteins. These
products are sold as protein targets to the pharmaceutical industry. With our
highly-skilled workforce and specialized assay development and reagent
production labs, we are well positioned to convert many traditional
radioisotopic assays to non-isotopic assays that are compatible with our
analytical equipment. At the end of 1999, we introduced ALPHA reagents for use
in ultra-high throughput drug candidate screening applications. As a result of
its signal amplification characteristics, ALPHA has superior sensitivity,
enabling ease of use, throughputs of greater than 250,000 samples per day and
excellent miniaturization capabilities. Without the need to increase reagent
concentrations, ALPHA offers the sensitivity of heterogeneous assays in a
homogeneous format and enables assay miniaturization to very small volumes.

SERVICE AND SUPPORT. Our service and support offerings include field
service, customer support, applications assistance and training through an
organization of 207 factory-trained and educated service and application support
personnel around the world. We provide purchasers of our instruments with
service and support primarily on a fixed fee, annual contract basis. We believe
that our installed base of over 25,000 instruments provides us with stable,
recurring after-market service and support revenue, as well as product upgrade
and replacement opportunities.

OUTSOURCING. We believe that our technologies in gene cloning and
expression, and our broad portfolio of proprietary assay development tools,
provide opportunities for high margin services and outsourcing arrangements. In
the drug discovery market, we seek to collaborate with genomics and
combinatorial chemistry companies that we believe have access to considerable
numbers of new drug targets and compound libraries, and for which our
technologies could substantially accelerate the identification of candidate
compounds for drug development. To date, we have entered into such
collaborations with Millennium Pharmaceuticals, Inc. for target identification
and assay development, and ComGenex International, Inc. for compound library
screening.

CUSTOMERS

Packard's customers include pharmaceutical, biotechnology and agrochemical
companies as well as academic institutions, government laboratories and private
foundations. A representative list of Packard's domestic and international
customers follows:

Amgen, Inc.

AstraZeneca plc

Bristol-Myers Squibb Company

Cambridge University

deCode Genetics, Inc.

E.I. DuPont de Nemours and Company

Gen-Probe Incorporated

Genentech, Inc.

Glaxo Wellcome plc

Harvard Medical School

Hoechst Marion Roussel

Hoffmann-LaRoche AG

Howard Hughes Medical Institute

Knoll/BASF, AG

Max-Planck-Institut

Merck & Co., Inc.

Millennium Pharmaceuticals, Inc.

Monsanto Company

National Institutes of Health

Novo Nordisk A/S

Pasteur Institute

Rhone-Poulenc Rorer

Sankyo Pharmaceutical Company

Schering-Plough

Takeda Pharmaceutical Company

University of California

Whitehead Institute for Biomedical Research/
MIT Center for Genome Research

None of Packard's customers accounted for more than 5% of our total 1999
revenues.

CANBERRA INDUSTRIES

Canberra Industries, founded in 1965, is the worldwide leader in analytical
instruments and systems used to detect, identify, quantify and monitor
radioactive materials for the nuclear industry and related markets. Canberra's
leading position in all of its major product lines and ability to provide
extensive services have enabled it to assemble what we believe to be the largest
base of installed equipment in the nuclear instrument industry, generating a
recurring stream of service revenues through strong customer relationships.
Canberra's primary products and services include:

- hardware and software for the detection, analysis and containment of
nuclear materials; and

- services related to the analysis of nuclear materials, including
measurement, expert data review, site management, consulting services and
after-sale support, service and applications training.

Canberra's customers include government institutions, utilities, research
laboratories, commercial analytical laboratories, and local, national and
international regulatory agencies. In support of its worldwide customer base,
Canberra has developed an extensive sales and service organization, with
locations near most major nuclear sites in the world. In addition, Canberra has
leveraged its reputation for well-documented quality systems into markets that
require high levels of quality assurance. For example, Canberra is the only
company qualified to assay nuclear waste for shipment to the Waste Isolation
Pilot Plant under the waste acceptance criteria established by the U.S.
Department of Energy.

INDUSTRY OVERVIEW

The nuclear industry is divided into four key segments: nuclear research,
nuclear power, nuclear weapons and environmental monitoring and restoration.
These segments are all dependent on precision radiation detection and analysis
instrumentation and related support services. We estimate that Canberra has the
leading share of the worldwide nuclear instrument and system sales. We expect
that,

as a result of the privatization of certain of the U.S. Department of Energy's
facilities and the deregulation of the U.S. electric utility industry, a portion
of previously captive sales will gradually become available, creating
opportunities for commercial providers like Canberra.

The emerging environmental cleanup of nuclear facilities represents a
significant growth market. The U.S. Department of Energy spent approximately
$5.8 billion in 1999 and has budgeted $6.3 billion in 2000 on programs for
cleaning up sites that were used for the production of nuclear materials for
weapons. During the 1990's, the U.S. Department of Energy negotiated cleanup
agreements with the states in which some of the largest and most contaminated
sites are located. These agreements call for aggressive cleanup schedules and
impose fines as high as $60,000 per day if the schedules are not met. In
addition, the U.S. Department of Energy has determined that accelerating closure
of nuclear facilities will result in enormous savings of approximately
$1.5 million per day. For example, the U.S. Department of Energy estimates that
accelerating the closure of the Rocky Flats facility from 2010 to 2006 will
result in estimated total savings of $1.3 billion.

TRADITIONAL APPLICATIONS

Traditional applications for Canberra's products are in the following areas:

- RADIOCHEMISTRY, which is the investigation of the chemical composition of
substances and their radioisotopic constituents;

- NUCLEAR RESEARCH, which historically focused on basic research in nuclear
physics has shifted to applied topics such as environmental restoration;

- WORKER HEALTH AND SAFETY, which measures the intake of radioactive
substances by workers who are exposed to nuclear materials; and

- NUCLEAR SAFEGUARDS, which is the containment of and accountability for
materials that could be used to make nuclear weapons.

Market trends in these traditional areas include a shift to integrated
instruments, which reduce the need for operator intervention, are more fully
automated and require less technical expertise to produce necessary data
analyses.

EMERGING APPLICATIONS

Increasing concerns about contamination of the environment from both
radioactive and non-radioactive pollutants are prompting decisions regarding the
permanent disposal of nuclear waste that is currently stored on-site by waste
generators. This disposal requires the treatment and shipment of large amounts
of radioactive waste, in which the radioactive content must be identified and
quantified using nondestructive assay methods, or NDA, prior to being treated,
shipped or stored. Emerging areas to which Canberra's products may apply are:

- ENVIRONMENTAL RESTORATION AND WASTE MANAGEMENT, or ERWM, the "cleanup"
market, in which "owners" must restore unused, underused and obsolete
nuclear facilities to an environmentally sound status, and release them
for public use within specified deadlines or face significant penalties;

- ENVIRONMENTAL MONITORING, which, through the use of measuring instruments,
both monitors radioactive and hazardous sites and verifies the success of
remediation and containment projects; and

- NUCLEAR WEAPONS STEWARDSHIP, which includes fissile materials disposition
and safeguards, as well as development, production and maintenance of
nuclear weapons.

We estimate that, in addition to the $6.3 billion budgeted for cleaning up
nuclear weapon sites, the U.S. alone will spend an additional $2.0 billion each
year cleaning up sites used for the production of nuclear power and industrial
or medical processes. We believe that existing nuclear facilities will
increasingly require instrumentation to aid waste characterization,
decontamination and decommissioning. The move to privatization of certain of the
U.S. Department of Energy facilities is also creating opportunities for new
measurement, expert data review, and management and consulting services.

We believe that the applications of our products in nuclear weapons
stewardship are expanding due to:

- the submission of former weapons facilities to international inspection.
The United States and Russia are voluntarily placing excess weapons
material and unused weapons production sites under the inspection of the
International Atomic Energy Agency. The ongoing inspection of these
facilities will require the purchase of large amounts of equipment for
measurement, accountability and containment and surveillance;

- the large volume of weapons materials being extracted from decommissioned
weapons. For example, there are approximately 50 metric tons of surplus
weapons usable plutonium and 175 metric tons of weapons usable uranium in
the United States alone, which, under its bilateral agreements with
Russia, have to be rendered unusable as weapons material. According to a
U.S. Department of Energy's fissile materials disposition program report,
approximately $4.5 billion will be spent in Russia to safeguard and
dispose of weapons material before 2016. Current budgets for the U.S.
include nearly $200 million reserved this year for disposition activities,
and nearly $550 million for traditional safeguards activities. The U.S.
spending levels for these activities have been increasing each year since
1995; and

- the disposition of those materials in new facilities. Both the United
States and Russia have plans to build facilities that will convert
material that could be used to make nuclear weapons into either nuclear
fuel or into waste material that cannot be diverted to weapons use.

Western Europe, like the United States, also has a significant installed
base of nuclear instruments. However, we believe that this market differs from
the United States due to its higher use of commercial nuclear fuel reprocessing
which creates additional safeguards and other measurement opportunities. Central
Europe and the former Soviet Union face the same requirements to implement the
cleanup of contaminated facilities, but on an even larger scale. In other parts
of the world, we believe that Asia is the primary growth opportunity for
commercial applications of nuclear power. This growth potential is primarily due
to Japan's pursuit of energy self-sufficiency, as well as Korea's, Taiwan's,
India's, Pakistan's and China's nuclear power programs. China, India and
Pakistan, however, are subject to certain U.S. export controls that limit
Canberra's ability to sell goods and services into those markets. In addition,
South America is increasing its use of nuclear energy, resulting in increased
opportunities for Canberra to supply safeguards, radiochemistry and waste
characterization systems.

CANBERRA'S SOLUTIONS

Canberra has focused on the development of the infrastructure, technical
resources and support services necessary to meet the opportunities in the
emerging environmental restoration and waste management market. Based on our
experience and expertise in developing sophisticated nuclear instrumentation,
and years of working with customers in the environmental restoration and waste
management fields, we are well positioned to offer environmental cleanup
services to the U.S. Department of Energy with proven solutions and experienced
personnel. As a market leader offering a full range of products, we are poised
to take advantage of the potential opportunities in this industry. In response
to market trends in its traditional applications, Canberra has introduced
instruments, such as the Gamma Analyst and the Alpha Analyst, which are
integrated spectroscopy instruments, that

replace traditional multi-component systems with complete, integrated solutions.
In addition, Canberra's Laboratory Sourceless Object Calibration Software was
introduced last November to enhance automation features and provide significant
cost reductions in normal laboratory operations. Canberra's experience providing
environmental restoration and waste management services at the Oak Ridge and
Rocky Flats facilities in 1999 positions us for strong growth in providing
additional services at those locations. We plan to open offices at additional
sites to take advantage of the environmental restoration and waste management
opportunities in these facilities as well. We believe that with our broad range
of commercially available instruments certified by the International Atomic
Energy Agency and our new Aquila based safeguards consulting services, we are
well positioned to take advantage of the emerging nuclear weapons stewardship
opportunity. Our current development strategy is focused on additional
automation, data review and report generation capability. We believe this
strategy will significantly enhance our customers' capability and flexibility to
retrieve, evaluate and report on variations of volumes of stored data.

STRATEGY

As part of our business strategy, we intend to:

- USE CORE TECHNOLOGIES AND APPLICATIONS EXPERTISE TO MAXIMIZE THE
OPPORTUNITY PRESENTED BY THE WORLDWIDE NUCLEAR CLEANUP. The process of
returning nuclear sites to an environmentally sound condition requires
measurements of extraordinary sensitivity. Canberra's core competency is
in the application of spectroscopic analysis (as compared to gross
counting techniques). The United States and certain Western European
countries have programs for cleaning up sites that were used for the
production of nuclear materials for weapons, fuel and industrial or
medical processes. Canberra has leveraged its reputation for
well-documented quality systems into markets that require high levels of
quality assurance. Canberra is the only company qualified to assay nuclear
waste for shipment to the Waste Isolation Pilot Plant under the waste
acceptance criteria established by the U.S. Department of Energy. In
addition, the U.S. Department of Energy's strategy to privatize cleanup
efforts and reduce staffing by as much as 90% over the next few years,
fits our strategy.

Although reducing staffing levels, the U.S. Department of Energy has
committed to maintaining or improving the employment outlook in the
communities surrounding former nuclear facilities. Canberra has provided
the management expertise to accomplish those objectives and has enjoyed
notable success in projects at various U.S. Department of Energy sites,
which has propelled Canberra to a preeminent position in the NDA
measurement services market. Canberra recruits the brightest resources
from its customer base to establish a local, technical support business.
These businesses enhance the credibility of Canberra as a key service
provider by optimizing the performance of crucial analysis systems, many
of which were purchased from Canberra. By providing skilled technical
personnel that have significant experience working with, or for, the U.S.
Department of Energy, we believe that we are poised to be the preferred
provider of environmental restoration and waste management services to
many of the facilities engaged in the cleanup effort. We have assisted
U.S. Department of Energy customers in completing and passing their
required environmental audits. Canberra's Web-enabled electronic Quality
Assurance system was cited by the U.S. Department of Energy for excellence
in a recent audit. This ability has brought demands for Canberra's
measurement and management services at various U.S. Department of Energy
sites.

- LEVERAGE BRAND RECOGNITION, MARKET PRESENCE, AND INFRASTRUCTURE TO
GENERATE HIGHER VALUE BUSINESS FROM OUR EXISTING CUSTOMER BASE. Canberra
is the industry leader in all of its major product lines worldwide. We
believe this market presence, along with an estimated $800 million
installed base of equipment, provides a substantial brand platform for
future sales. As an industry leader, Canberra has historically been able
to command premium prices for its high-end

products in markets, such as domestic nuclear power, that demand reliable
performance. Independent market surveys indicate that Canberra is a
well-recognized brand name that is associated with high-quality products.
We are currently developing new products which we believe will continue to
enable Canberra to command higher prices and margins by:

- offering fully integrated, turnkey analytical instruments that are fully
calibrated and ready to operate as opposed to the more traditional
work-intensive assemblages of components and detectors;

- adding value to these systems in the form of patentable software features
that improve analysis results and afford cost savings through the use of
improved techniques; and

- adding high level database and report generation capability to permit
better overall laboratory integration and automation.

Canberra offers extensive after-sale support with installation,
calibration and training services, which we believe is unique in this
market. Canberra has a service and support infrastructure and
applications, software and training resources in the United States, all
major Western European countries, the former Soviet Union and Japan. We
are expanding the scope of Canberra's service offerings to cover a larger
part of its product line through the use of the Internet.

- DEVELOP SAFEGUARDS APPLICATIONS TO ADDRESS EMERGING OPPORTUNITIES.
Canberra has long been recognized as a premier supplier to the safeguards
market. In the 1990's, Canberra broadened its safeguards product line
mostly through acquisitions, technology transfers and licensing. As a
result, today we are able to offer neutron counters, electronic seals,
digital surveillance cameras and review stations, and calorimetric
instruments to the safeguards community. In 1997, we purchased Aquila
Technologies Group, which is a dominant force in the safeguards community
and a successful provider of consulting services in the safeguards market.
The traditional safeguards market has been strong in recent years and is
growing rapidly due to the emergence of several new opportunities,
including:

- protection, accountability and eventual disposition of massive stock
piles of plutonium and highly enriched uranium, or HEU, from weapons
being decommissioned in the U.S. and in the former Soviet Union; and

- protection, accountability and disposition of large quantities of
plutonium and HEU being recovered in cleanup operations at Rocky Flats,
Oak Ridge, Hanford, and Savannah River.

The U.S. Department of Energy will spend approximately $200 million in
2000 in connection with disposition activities. An additional amount of
approximately $550 million in 2000 is planned for traditional safeguards
activities.

Because we have already established our reputation and expertise in
traditional safeguards applications, we believe that Canberra is in a
position to play a dominant role in the emerging markets and applications
for safeguards instruments and support services.

PRODUCTS AND SERVICES

We believe we are the world's largest manufacturer and distributor of
analytical instruments used to detect, identify, quantify and monitor
radioactive materials. We believe we are a leader among those companies that
manufacture instruments that can both quantify and identify radioisotopes rather
than merely measure gross radiation levels. Canberra's products and services
include the following:

DETECTORS AND COMPONENTS. Canberra produces detectors and other electronic
measurement components. These products are not used independently but are the
building blocks for assembling radiation measurement systems, which are utilized
for a variety of purposes.

INSTRUMENTS. In 1995, Canberra introduced its first radioanalytic
instruments to the market with its Gamma and Alpha Analysts. These products
offer fully integrated solutions for automated sample counting. Recently,
Canberra embarked on a program of introducing a number of patentable software
features that significantly enhance the performance of these instruments. We
believe that these instruments will allow us to command higher margins than on
our detectors and components.

APPLIED SYSTEMS. Applied systems are custom-designed integrated radiation
measurement systems that are used for worker health and safety, radioactive
waste analysis, environmental monitoring and safeguards applications. Canberra
provides such systems as permanent installations, mobile facilities and
temporary rental units, all of which are available as complete turnkey systems.

CONTAINMENT AND SURVEILLANCE SYSTEMS. Through Aquila Technologies Group,
Canberra is the industry leader in the production of digital surveillance
systems and review stations, and electronic seals and tags for the worldwide
nuclear safeguards community. Canberra's broad line of International Atomic
Energy Agency certified equipment for use in nondestructive assays for material
control and accountability is a perfect complement to these systems.

SERVICE AND SUPPORT. Canberra's instrumentation and applied system product
segments generate continuing demand for technical support, product enhancement,
general repair and training. Canberra believes that it has developed a
reputation in the industry for high-quality customer service, provided by 150
factory-trained and educated service personnel worldwide. Its nearly
$800 million installed product base provides it with stable, recurring
after-market service and support revenue, as well as product upgrade and
replacement opportunities.

MEASUREMENT, MANAGEMENT AND CONSULTING SERVICES. In response to the U.S.
Department of Energy's privatization initiatives, Canberra provides a number of
value-added services required by its customers. Its ability to assume total
performance responsibility for nuclear waste characterization in connection with
environmental restoration projects is a major benefit to customers. In addition,
through our controlling interest in Mobile Characterization Services, LLC, a
limited liability company formed to offer mobile characterization services to
the U.S. Department of Energy, Canberra is able to provide temporary on-site
radiation detection services, including all necessary equipment, mobile systems
and personnel to characterize and sort waste into treatment and disposal
streams. Canberra's environmental restoration specialists review data and work
with team members to maximize operational efficiencies. During 1999, Canberra
began providing these services at U.S. Department of Energy sites located in
Tennessee and Colorado.

CUSTOMERS

Customers of Canberra include U.S. Department of Energy sites: Los Alamos
National Laboratory, Savannah River Site and Rocky Flats; domestic nuclear
utilities: the Tennessee Valley Authority, Southern Nuclear Company, Florida
Power and Light Company; and international customers: Japan Nuclear Cycle
Development Institute, British Nuclear Fuels, Ltd., EURATOM and International
Atomic Energy Agency. Sales to the U.S. Department of Energy were approximately
5% of our total 1999 revenues and approximately 13% of Canberra's 1999 revenues.
Total U.S. Department of Energy sales are diversified among 13 major nuclear
sites in the United States, each with numerous and distinct projects,
laboratories and priorities. None of Canberra's customers accounted for more
than 5% of our total 1999 revenues.

BUSINESS--OTHER

OUR HISTORY

We were founded in 1965 by Emery G. Olcott, our current President and Chief
Executive Officer, for the purpose of manufacturing nuclear instrument modules,
or NIMs. The sale of these electronic devices, which are used to detect and
measure the energy of radioactive materials, laid the business foundation for
Canberra to become a global leader in the areas of radiation exposure
measurement of humans, neutron counting, nuclear safeguards and high-purity
germanium detectors. Through the purchase of Packard Instrument Company from
United Technologies Corporation in 1986, we diversified our product portfolio
into bioanalytical instruments and biochemicals and supplies for the life
sciences research industry. During 1998, we acquired Carl Creative
Systems, Inc., currently known as CCS Packard, Inc., and BioSignal, Inc. CCS
Packard is a developer, manufacturer and distributor of high-throughput liquid
handling systems used in the life sciences research, in-vitro diagnostics and
pharmaceutical drug discovery industries. BioSignal is a developer and supplier
of cloned drug targets and assay reagents used in pharmaceutical and
biotechnology research, and provides screening services to drug discovery
companies. In March 2000, we acquired a 51% interest in Carl Consumable
Products, LLC, a recently formed designer and manufacturer of disposable pipette
tips for liquid dispensing robots used to automate drug discovery and genomics
research.

In March 1997, we completed a recapitalization transaction as a result of
which Stonington Capital Appreciation 1994 Fund, L.P. acquired approximately 69%
of our common stock.

SALES AND MARKETING AND SERVICE

As of December 31, 1999, the number of personnel employed in sales and
marketing and service were as follows:

PACKARD CANBERRA TOTAL
-------- -------- --------

Sales and Marketing.................................. 196 84 280
Service.............................................. 198 114 312
--- --- ---
Total................................................ 394 198 592
=== === ===

PACKARD INSTRUMENT

Packard's marketing and sales organization is organized to:

- support its major product lines;

- identify new market opportunities;

- lead acquisition activities; and

- create new technology platforms.

Product and new market development managers have responsibility for
cultivating new markets, identifying new technologies and creating new products
in Packard's principal growth areas of drug discovery, genomics and biochip
analysis. Our marketing strategy relies heavily on extensive training of direct
sales and distributor organizations, consultative selling approaches, responsive
on-site customer support, applications education and the use of electronic
communication. In addition, we expect to introduce our products to certain
geographic locations through the use of e-commerce by late 2000. We expect the
use of our Web site and associated e-mail links to foster interactive dialogue
with our customers around the world, helping to guide Packard's efforts to find
new ways to deliver customer benefits and to identify product innovations.

We have direct sales and service organizations in the United States,
Australia, Austria, Belgium, Denmark, France, Germany, Italy, Japan, The
Netherlands, Russia, Switzerland and the United Kingdom. Products are also sold
through exclusive, independent distributors in Canada, Mexico, South Korea,
Spain, Taiwan and over 40 other countries active in bioanalytical research. Our
sales representatives are compensated with a combination of base salary and, to
the extent sales and service goals are achieved or exceeded, incentive
compensation. Through our global organization of direct sales representatives
and distributors, who are supported by a network of experienced application and
service support personnel, we have access to life sciences researchers in
academic, government, hospital and industrial laboratories worldwide.

CANBERRA INDUSTRIES

Canberra's marketing organization consists of product or applications
managers who are responsible for specific product or applications segments in
all industries. They define and promote products and applications into each
market segment and work with sales engineers for significant sales situations.
In addition, there is a business development group, which is responsible for
strategic marketing and investigation into and implementation of new
opportunities, both from a technical and market perspective.

In the United States, Canberra's sales, marketing and service force
currently consists of approximately 200 individuals who cover the breadth of its
product line and offer extensive support from field and in-house specialists.
Our European sales force is comprised of direct sales operations in Australia,
Belgium, France, Germany, Russia and the United Kingdom. The sales organization
for other international markets consists of one minority-owned distributor
covering Central Europe and the Ukraine, and approximately 40 independent
exclusive distributors covering over 50 countries. We compensate our sales force
with a combination of base salary and, to the extent sales and service goals are
achieved or exceeded, incentive compensation. We provide worldwide service and
support through three manufacturing locations in the United States and three in
Europe, five U.S.-based field service offices, and sales and service offices in
nine countries.

RESEARCH AND DEVELOPMENT

PACKARD INSTRUMENT

Our principal research and development mission is to develop a broad
portfolio of technologies, products and core competencies in drug screening,
genomics research and biochip analysis, which we have identified as the most
attractive areas of the life sciences research industry.

Packard's research and development expenditures were $17.7 million (of the
total $23.5 million) in 1997, $19.5 million (of the total $25.4 million,
excluding special charges of $3.8 million) in 1998 and $22.8 million (of the
total $30.1 million) in 1999. Our increased expenditures on research and
development during these periods reflects our investments to enhance existing
product lines in order to maintain our competitive position, but are primarily a
result of our strong research and development efforts to develop the
technologies and products for our integrated drug screening, genomics and
biochip platforms. Our internal technology and product development programs were
complemented by external collaborative efforts and alliances, and we
aggressively pursued both licensing and acquisitions of technology and
intellectual property.

We anticipate that we will continue to have significant research and
development expenditures on these programs. We plan to continue to pursue a
balanced research and development portfolio strategy of originating new products
from internal research and development programs, external collaborations and
alliances, and business and technology acquisitions.

CANBERRA INDUSTRIES

Our technical expertise and new product development efforts are among the
best in the commercial nuclear instrument industry. In Canberra, we employ over
50 scientists, including Ph.D. qualified nuclear spectroscopists, Ph.D.
qualified nuclear engineers, certified health physicists, master degree
physicists, nuclear engineers and radiochemists. We believe that this group of
scientists and engineers enables us to transform research-level systems into
standardized, user-friendly products that have broad market support. An
important aspect of our technology commercialization is through Cooperative
Research and Development Agreements, or CRADAs, with the U.S. Department of
Energy. The CRADA process involves a commercial company and a national
laboratory sharing the cost of developing and commercializing innovative
technologies. We have entered into various CRADA, which typically require
milestone payments and future royalty payments upon satisfaction of certain
criteria.

MANUFACTURING

We have created a well-disciplined, low-cost manufacturing culture and
believe that we are a low-cost producer for instruments manufactured by both
Packard and Canberra. Our manufacturing facilities have established a "focused
cell system" in which employees are divided into distinct manufacturing cells,
each of which is wholly responsible for a specific product line. Employees are
also cross-trained to work on multiple cells. To further reduce our average
production cycle time and cost of raw materials, we use outsourced standard
components and sub-assemblies as well as standard, "off-the-shelf" products,
such as printed circuit boards and power supplies.

PACKARD INSTRUMENT

We manufacture all of our instruments at our Downers Grove, Illinois, and
Torrance, California, facilities. Chemical production of scintillation and
luminescence products occurs at our facility in Groningen, The Netherlands. Drug
targets obtained by gene expression are developed at our Montreal, Canada,
location. Our Downers Grove and Groningen manufacturing operations are certified
to ISO 9001 quality standards, and all Packard products sold in the United
States, Canada and Mexico are certified by the Canadian Standards Association,
which monitors safety standards throughout North America. All of Packard's
instruments sold in Europe conform with current European Community directives
regarding safety, quality and electromagnetic compatibility and are qualified
under the European Community's CE mark.

CANBERRA INDUSTRIES

We manufacture most of our nuclear instruments, radiation detectors and
applied systems at facilities located in Meriden, Connecticut, Oak Ridge,
Tennessee, Albuquerque, New Mexico, and Oxfordshire and Dorset, the United
Kingdom. Certain of our radiation detectors are also manufactured in our
facilities located in Olen, Belgium. We have established a certified and
documented quality system as a means of ensuring that products and services
conform to specifications, and this system has been certified to ISO 9001
quality standards and complies with the American National Standards Institute
quality standards. We have also qualified a significant portion of our product
line under the CE mark.

COMPETITION

PACKARD INSTRUMENT

We compete with several manufacturers in both domestic and foreign markets
within all areas of the life sciences research industry. We also encounter
different competitors in each of our key product lines. A number of established
companies such as PE Biosystems, Amersham Pharmacia Biotech AB,

Tecan AG, PerkinElmer, Inc. (formerly EG&G, Inc.), Thermo Bioanalysis
Corporation and Beckman Coulter, Inc. compete with us across a broad range of
product lines, while several other companies compete with us in a specific
product line.

In addition, we have various competitors that are focusing on the areas that
are being addressed by our integrated platforms. The principal competitors in
these areas are, in alphabetical order:

- for drug screening systems: Aurora Biosciences Corporation, Carl Zeiss
Jena GmbH, Cellomics, Inc., CyBio AG, Evotec BioSystems AG, IGEN
International, Inc., LJL BioSystems, Inc. and Molecular
Devices Corporation;

- for integrated genomics systems: Agilent Technologies, Inc., Caliper
Technologies Corporation, Orchid Biocomputer, QIAGEN NV and
Sequenom, Inc.; and

- for biochips and microarray products: Affymetrix, Inc., Gene Logic, Inc.,
Hyseq, Inc., Illumina, Inc. and Nanogen, Inc.

We compete principally on the basis of technology innovation, the quality,
features, price and performance of our products, and our service and
applications support. Competition within our industry is primarily driven by the
need for innovative products and applications solutions that address the needs
of customers. We attempt to counter competition by seeking to develop
differentiated new products and by providing integrated solutions using quality
products supported by on-site services.

CANBERRA INDUSTRIES

Canberra's product areas are characterized by several large competitors.
PerkinElmer, Inc. and Eurisys Mesures compete in a number of Canberra's product
lines, and several companies compete in one of Canberra's product lines. Over
the past decade, there has been significant global consolidation in the
industry. Within the applied systems market, we believe that we are the only
company that has a leading position within every application. Canberra competes
principally on the basis of applications expertise, quality, product
reliability, performance, price, and service and support.

RAW MATERIALS

We use many standard parts and components in our products and believe there
are a number of competent vendors for most parts and components. However, a
number of important components are developed by and purchased from single
sources due to price, quality, technology (including patent protection) or other
considerations. We do not believe that the loss of any single vendor or supplier
would materially adversely affect our competitive position.

INTELLECTUAL PROPERTY

We own approximately 50 U.S. and foreign patents and have over 30 patent
applications pending in the United States and abroad. Further, we license
certain intellectual property rights to or from third parties. In addition to
our patent portfolio, we possess a wide array of unpatented proprietary
technology and know-how. We also own numerous U.S. and foreign trademarks and
trade names and have applications for the registration of trademarks and trade
names pending in the United States and abroad. We believe that patents and other
proprietary rights are important to the development of our business, but also
rely upon trade secrets, know-how, continuing technological innovations and
licensing opportunities to develop and maintain our competitive position.

Packard licenses technology from a number of third parties including, among
others, Oasis LabCard chips from ACLARA BioSciences, Inc.; hydrogel chip
technology from Argonne National Laboratory; ALPHA chemistry from Dade Behring,
Inc.; liquid dispensing technology from Microdrop GmbH; fiber-optic imaging
technology from Cambridge Imaging Limited; HTRF chemistry from CIS bio
international; microwell plate technology from Massachusetts General Hospital;
reagent technology

from Promega Corporation; BRET array chemistry from Vanderbilt University;
Cyclone imaging technology from Fuji Photo Film Company, Ltd. and Alara, Inc.;
and microarray technology from Boston University. These licenses are generally
long-term and require us to pay royalties to the licensor in connection with
sales of the product utilizing the licensed technology. Certain of our licenses
may be terminated by the licensor if we fail to meet certain volume targets. The
licenses are generally exclusive licenses, but some are nonexclusive in
particular geographic regions, and some of the exclusive licenses may be
converted to non-exclusive if we fail to meet certain performance targets. In
addition, some of these licenses are restricted to use within defined fields of
the life sciences research industry.

In some cases, litigation or other proceedings may be necessary to defend
against or assert claims of infringement, to enforce patents issued to us or our
licensors, to protect trade secrets, know-how or other intellectual property
rights owned by us, or to determine the scope and validity of our proprietary
rights or proprietary rights of third parties. Such litigation could result in
substantial costs to us and diversion of our resources. An adverse outcome in
any such litigation or proceeding could subject us to significant liabilities
and expenses, such as reasonable royalties, lost profits, attorney's fees, and
trebling of damages for willfulness, require us to cease using the disputed
intellectual property or cease the sale of a commercial product, or require us
to license the disputed rights from third parties, any of which could have a
material adverse effect on our business, financial condition and results of
operations.

EMPLOYEES

As of January 31, 2000, we had 1,446 employees. Approximately 68% of our
employees as of that date were located in the United States. Our workforce is
predominantly non-unionized, and we believe that our relations with employees
are good.

ENVIRONMENTAL MATTERS

REGULATION

We are not subject to direct governmental regulation other than the laws and
regulations generally applicable to businesses in the domestic and foreign
jurisdictions in which we operate.

In the ordinary course of business, we handle a variety of low-level
radioactive sources for purposes of quality control and calibration of our
products. We maintain U.S. Nuclear Regulatory Commission and appropriate state
licenses for all sources of radiation in our possession. In addition, we have a
radiation safety program at each licensed site the objective of which is to
assure proper handling and control of all radioactive materials. We believe that
we are in material compliance with all of our Nuclear Regulatory Commission and
state licenses.

PROPERTIES

We currently have, either through direct ownership or through the ownership
by one of our subsidiaries, 11 domestic and 15 foreign active subsidiaries, all
of which are wholly-owned, with the exception of Mobile Characterization
Services, which is 55% owned, and Carl Consumable Products, which is 51% owned.

Packard's products are manufactured by: Packard Instrument Company, Inc.,
which is located at Downers Grove, Illinois; CCS Packard, which is located at
Torrance, California; BioSignal, which is located in Montreal, Canada; and Carl
Consumable Products, which is located at Torrance, California. Packard's
biochemical products are produced in The Netherlands by Packard BioScience B.V.

Canberra's instruments, certain radiation detectors, applied systems,
safeguards and high-purity germanium are manufactured by certain of our
divisions located at our headquarters in Meriden, Connecticut, at Aquila
Technologies Group in Albuquerque, New Mexico, at Harwell Instruments in
Oxfordshire and Dorset, the United Kingdom, and at Tennelec in Oak Ridge,
Tennessee. In addition, certain radiation detectors are manufactured in Belgium
by our wholly-owned subsidiary Canberra Semiconductor N.V. Our other
subsidiaries are sales and service organizations or holding companies.

As of February 29, 2000, we owned the manufacturing facilities set forth
below:

LOCATION FUNCTION SQUARE FEET
- -------- ---------------------------------------- -----------

Meriden, Connecticut.................... Headquarters, training, service, 170,000
customer support, engineering, sales and
marketing, software development and
manufacturing (Packard and Canberra)

Downers Grove, Illinois................. Manufacturing, service, engineering and 109,000
research and development (Packard)

Oak Ridge, Tennessee.................... Administration, manufacturing and 34,000
warehousing (Canberra)

Groningen, The Netherlands.............. Manufacturing, marketing and research 69,000
and development (chemicals and supplies)
(Packard)

Olen, Belgium........................... Detector manufacturing (Canberra) 10,000

In addition, we lease the following manufacturing facilities:

SQUARE LEASE
LOCATION FUNCTION FEET EXPIRATION
- -------- --------------------------------- -------- --------------

Albuquerque, New Mexico.......... Administration, manufacturing, 22,700 June 2004
sales and marketing, engineering
and warehousing (Canberra)

Torrance, California............. Administration, marketing, 70,000 December 2003
manufacturing, research and
development and warehousing
(Packard)

Oxfordshire, United Kingdom...... Manufacturing and sales and 19,000 Monthly
marketing (Canberra)

Dorset, United Kingdom........... Manufacturing (Canberra) 3,000 March 2010

Montreal, Canada................. Administration, marketing, 15,700 July 31, 2002
research and development and
manufacturing (Packard)

With the exception of two sales and distribution facilities occupied by our
foreign subsidiaries, which we own, we lease all the sales and distribution
facilities of our foreign subsidiaries. Two of our facilities in Groningen, The
Netherlands are currently being offered for sale.

CCS Packard continues to lease an approximately 17,000-square-foot facility
in Harbor City, California, that it used previously for administration,
manufacturing and warehousing. CCS Packard subleases this facility and the lease
expires in May 2002.

We believe that our facilities are suitable for their present and intended
purposes and are adequate for our current level of operations. We may, however,
expand our Downers Grove, Illinois facility or relocate to a new facility to
meet expected growth in research and development personnel.

LEGAL PROCEEDINGS

We are currently, and may become from time to time, subject to claims and
suits arising in the ordinary course of our business, including those relating
to intellectual property matters, product liability, safety and health and
employment matters. In certain actions, plaintiffs request punitive or other
damages that may not be covered by insurance. We accrue for these items as they
become known and can be reasonably estimated. It is the opinion of management
that the various asserted claims and litigation in which we are currently
involved will not have a material adverse effect on our financial position or
results of operations. However, no assurance can be given as to the ultimate
outcome with respect to such claims and litigation. The resolution of such
claims and litigation could be material to our operating results for any
particular period, depending upon the level of income for such period.

We have received a Demand for Arbitration filed by Instrumentation
Development, Inc. with the American Arbitration Association. The demand alleges
breach of a collaboration and license agreement, and requests damages in the
range of $1.0 to $3.0 million. We are in the process of evaluating the merits of
the claim, if any, and intend to vigorously defend this action. Management
believes that this matter will not have a material adverse effect on our
consolidated results of operations or financial position.

We and provincial authorities in Groningen, The Netherlands, are in the
process of negotiating a remediation plan involving groundwater contamination at
our Duinkerkenstraat facility. Asserting that the causes of this contamination
entirely predate our acquisition of Packard in 1986, we had sought
indemnification under the purchase agreement from United Technologies Automotive
Holdings, Inc., a subsidiary of United Technologies Corporation. We agreed to
accept a lump-sum payment in August 1998 of $1.25 million from United
Technologies Automotive Holdings and fully released them from their
indemnification obligations. Packard BioScience B.V. has accrued for its
expected obligations to remediate the site; however, there can be no assurance
that we will not incur any additional costs.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information concerning our directors and
executive officers. In connection with our application to list our common stock
on the Nasdaq National Market, we have undertaken to appoint at least two
additional directors within 90 days following the offering who will not be
employees of Packard BioScience Company or affiliated with management.

NAME AGE POSITION
- ---- ----------- ------------------------------------------

Emery G. Olcott........................... 61 Chairman of the Board, Chief Executive
Officer and President

Richard T. McKernan....................... 62 Senior Vice President and Director of
Packard BioScience Company and President,
Packard Instrument

George Serrano............................ 54 Vice President and Director of Packard
BioScience Company and President, Canberra

Ben D. Kaplan............................. 42 Vice President and Chief Financial Officer

Timothy O. White, Jr...................... 32 Vice President, General Counsel and
Secretary

Staf van Cauter........................... 51 Vice President, Business Development,
Packard Instrument

Robert F. End............................. 44 Director

Bradley J. Hoecker........................ 38 Director

Alexis P. Michas.......................... 42 Director

Robert C. Salisbury....................... 56 Director

Peter P. Tong............................. 58 Director

Each of our directors holds office until his successor is duly elected and
qualified or until his resignation or removal if earlier. Except as set forth
below, no family relationship exists among any of the directors or executive
officers. Pursuant to a Stockholders' Agreement entered into in connection with
the 1997 recapitalization, Stonington has the right, subject to applicable law,
to nominate and remove our directors, as more fully described under "Related
Party Transactions--Stockholders' Agreement." All executive officers are elected
by the Board and serve at the discretion of the Board.

EMERY G. OLCOTT is our Chief Executive Officer and President, positions he
has held since 1971. He also became Chairman of the Board effective as of the
closing of the 1997 recapitalization. Mr. Olcott co-founded Packard BioScience
Company in 1965. Mr. Olcott was the Chairman of the Board of Directors of Yankee
Energy System, Inc., a gas distribution company which was recently acquired by
Northeast Utilities, and has been elected to the Board of Directors of Northeast
Utilities. In addition, he is a Vice Chairman and Trustee of The Loomis Chaffee
School, and is a member of the Dean's Advisory Council for the Sloan School of
Management at the Massachusetts Institute of Technology. Mr. Olcott graduated
from Yale University in 1960 with a Bachelor of Science degree, and from MIT in
1963 with a Master of Science degree.

RICHARD T. MCKERNAN is the President of Packard Instrument, a position he
has held since 1986. He has also been the Senior Vice President of Packard
BioScience Company since 1981 and a Director of Packard BioScience Company since
1980. Mr. McKernan is currently responsible for the development and execution of
the strategic plan and the performance of Packard Instrument Company, CCS
Packard, Packard BioScience B.V., BioSignal and ten Packard Instrument
international sales

subsidiaries. Mr. McKernan graduated from Pennsylvania State University in 1959
with a Bachelor's degree in Electrical Engineering from the University of
Connecticut in 1964 with a Master's degree in Electrical Engineering. He is a
member of the Boards of New Britain General Hospital and Connecticut United for
Research Excellence, an industry and government organization for the advancement
of science.

GEORGE SERRANO is the President of Canberra Industries, a position he has
held since January 1994. Mr. Serrano became a Director of Packard BioScience
Company effective as of the closing of the 1997 recapitalization. Mr. Serrano is
also a Vice President of Packard BioScience Company, a position he has held
since 1980. Mr. Serrano graduated from the University of Connecticut in 1968
with a Bachelor's degree in Business Administration, and from the University of
New Haven in 1980 with an Executive Master's degree in Business Administration.
In addition, Mr. Serrano is a retired Colonel of the U.S. Army Reserve, which he
joined in 1968.

BEN D. KAPLAN is our Vice President and Chief Financial Officer, positions
he has held since February 1997. From September 1992 to January 1997, he was a
partner at Arthur Andersen LLP, a public accounting firm. Mr. Kaplan is
currently on the Board of Regents of the University of Hartford. Mr. Kaplan
graduated from the University of Hartford in 1979 with a Bachelor's degree in
Accounting and in 1980 with a Master's degree in Accounting.

TIMOTHY O. WHITE, JR. is our Vice President, General Counsel and Secretary.
Mr. White has been our General Counsel and Secretary since May 1998 and became a
Vice President of Packard BioScience Company on March 20, 2000. From
September 1995 to May 1998, Mr. White was an attorney at the law firm of Jacobs
Chase Frick Kleinkopf & Kelley LLC. Prior to that time, Mr. White was an
attorney at the law firm of Ballard Spahr Andrews & Ingersoll, LLP. Mr. White
graduated from Hamilton College in 1990 with a Bachelor of Arts degree, and from
the University of Michigan Law School in 1994 with a Juris Doctor degree. Mr.
White is a nephew of Mr. Olcott, our Chairman, CEO and President.

STAF VAN CAUTER is the Vice President, Business Development of Packard
Instrument, a position he has held since April 1998. From 1988 to 1998, Mr. van
Cauter was also Vice President, Marketing of Packard Instrument. Mr. van Cauter
is currently responsible for identifying emerging technologies for the
development of new products. Mr. van Cauter graduated from the Higher Institute
of Technology in Mechelen, Belgium in 1972 with a Master of Science degree in
Industrial Engineering.

ROBERT F. END is a Partner and a Director of Stonington Partners, Inc., a
position that he has held since 1993, and is also a Partner and a Director of
Stonington Partners, Inc. II, a position he has held since 1994. He has also
been a Director of Merrill Lynch Capital Partners, Inc., a private investment
firm associated with Merrill Lynch & Co., since 1993 and a consultant to Merrill
Lynch Capital Partners since 1994. Mr. End is also a Director of Goss
Holdings, Inc. and United Artists Theatre Circuit, Inc. and several privately
held corporations. Mr. End graduated from Dartmouth College in 1977 with a
Bachelor of Arts degree and from the Amos Tuck School of Business in 1982 with a
Master's degree in Business Administration.

BRADLEY J. HOECKER is a Partner and a Director of Stonington Partners, Inc.
and Stonington Partners, Inc. II, positions that he has held since 1997. Prior
to his election as a Partner, Mr. Hoecker served as a Principal of Stonington
Partners, Inc. since its formation in 1993. He also has been a consultant to
Merrill Lynch Capital Partners since 1994. Mr. Hoecker is also a Director of
Merisel, Inc. and several privately held corporations. Mr. Hoecker graduated
from Southern Methodist University in 1984 with a Bachelor of Arts degree, and
from the Kellogg Graduate School of Management in 1989 with a Master's degree in
Management.

ALEXIS P. MICHAS is Managing Partner and a Director of Stonington
Partners, Inc., a position he has held since 1993, and is also Managing Partner
and Director of Stonington Partners, Inc. II, a position he has held since 1994.
Mr. Michas has also been a Director of Merrill Lynch Capital Partners since
1989, and a consultant to Merrill Lynch Capital Partners since 1994. Mr. Michas
is also a Director of

Borg-Warner Automotive, Inc., Burns International Services Corporation,
Dictaphone Corporation, Goss Graphic Systems, Inc. and several privately held
corporations. Mr. Michas graduated from Harvard College in 1980 with a Bachelor
of Arts degree, and from Harvard Business School in 1984 with a Master's degree
in Business Administration.

ROBERT C. SALISBURY is a private investor and advisor in the healthcare and
technology industries. From 1995 to 1998, Mr. Salisbury served as the Executive
Vice President and Chief Financial Officer of Pharmacia & Upjohn, Inc. From 1974
to 1995, Mr. Salisbury acted in various capacities, first as Vice President,
then as Senior Vice President and then as Executive Vice President for Finance
and Chief Financial Officer of The Upjohn Company. Mr. Salisbury is also a
director of Viragen Inc. Mr. Salisbury graduated from Florida State University
in 1972 with a Master's degree in Business Administration.

PETER P. TONG became a Management Partner of Stonington Partners, Inc. in
December 1999 and is also the President of Mandarin Partners Management, LLC, an
investment partnership. Mr. Tong served as the Co-President of Marquette Medical
Systems, Inc., a manufacturer of medical equipment, from January 1996 to
May 1996. From 1991 to 1996, he served as President, Chairman and Chief
Executive Officer of E for M Corporation, also a manufacturer of medical
equipment. Mr. Tong is also a director of Dictaphone Corporation and several
privately held corporations. Mr. Tong graduated from Kansas State University in
1963 with a Bachelor's degree in Electrical Engineering, and from the University
of Wisconsin in 1965 with a Master's degree in Electrical Engineering.

COMPENSATION OF DIRECTORS

Currently, we do not pay any compensation to directors. When this offering
is completed and we have appointed independent directors to our Board of
Directors, directors who are our employees, or otherwise affiliated with
management or Stonington, will receive no compensation for their service as
members of our Board or its committees. Directors who are not our employees will
receive compensation, and stock options under plans we describe below. We
reimburse all directors for expenses incurred in connection with attendance at
meetings. See "--The Non-Employee Director Stock and Option Compensation Plan."

COMMITTEES OF THE BOARD OF DIRECTORS

We currently have an Audit Committee that consists of Messrs. Hoecker and
End. In connection with our application to list our common stock on the Nasdaq
National Market, we expect to change the membership of our Audit Committee to
consist of three directors who are not otherwise our employees or affiliated
with our management, including Mr. Salisbury who will act as Chairman. The
functions of the Audit Committee are to:

- recommend annually to our Board of Directors the appointment of our
independent auditors;

- discuss and review in advance the scope and the fees of our annual audit
and review the results thereof with our independent auditors;

- review and approve non-audit services of our independent auditors;

- review compliance with our existing major accounting and financial
reporting policies;

- review the adequacy of major accounting and financial reporting policies;
and

- review our management's procedures and policies relating to the adequacy
of our internal accounting controls and compliance with applicable laws
relating to accounting practices.

Our Compensation Committee currently consists of Messrs. End, Olcott and
Michas. We anticipate that at least a majority of our Compensation Committee
will consist of directors who are not otherwise

our employees or affiliated with our management. The functions of the
Compensation Committee are to:

- review and approve annual salaries, bonuses, and grants of stock options
under (and otherwise administer) our Management Stock Incentive Plan for
all executive officers and key members of our management team; and

- review and approve the terms and conditions of all employee benefit plans,
including those we plan to adopt in connection with the offering, or
changes to these plans.

In addition, our Board of Directors may form an Executive Committee, which
will have the authority to exercise the powers of our Board of Directors, other
than those reserved to the Audit Committee, the Compensation Committee or to our
full Board of Directors, between meetings of our full Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, the Compensation Committee consisted of Mr. Olcott, Mr. End and
Mr. Michas. Mr. Michas resigned from the Board in June 1999 and was reelected in
March 2000. Executive compensation is determined in accordance with existing
employment agreements and related amendments thereto. Mr. End is a member of the
Compensation Committee of United States Manufacturing Company and Obagi Medical
Products, Inc. Mr. Tong is a director of both these companies.

EXECUTIVE COMPENSATION

The following table sets forth the compensation we paid to our Chief
Executive Officer and each of our four most highly-compensated executive
officers (other than the Chief Executive Officer) whose total compensation
exceeded $100,000 during the last fiscal year, for the year ended December 31,
1999.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) (1)(2)(3) ($)
- --------------------------- -------- --------- -------- ------------ -------------

Emery G. Olcott,......................... 1999 $367,308 $170,000 -- $ 55,850
Chairman of the Board, Chief Executive 1998 $355,385 $375,000 -- $ 18,000
Officer and President 1997 $348,340 $135,000 700,000 $2,197,128

Richard T. McKernan,..................... 1999 $272,308 $131,500 -- $ 15,400
President, Packard 1998 $266,058 $200,000 -- $ 8,000
1997 $251,656 $ 65,200 700,000 $1,207,328

George Serrano,.......................... 1999 $177,308 $ 62,500 125,000 $ 10,600
President, Canberra 1998 $167,308 $150,000 -- $ 8,000
1997 $161,153 $ 70,000 375,000 $ 163,066

Ben D. Kaplan,........................... 1999 $207,308 $ 83,000 -- $ 8,975
Vice President and Chief Financial 1998 $197,308 $140,000 -- $ 8,000
Officer 1997 $172,004 $ 60,000 500,000 $ 144,750

Staf van Cauter,......................... 1999 $188,846 $ 42,000 -- $ 8,000
Vice President, Business Development, 1998 $185,866 $ 52,000 -- $ 8,000
Packard 1997 $167,044 $ 27,000 150,000 $ 28,000

- ------------------------

(1) The 1999 amounts consist of contributions made by Packard BioScience Company
pursuant to its defined contribution plan in the amount of $8,000 for each
individual listed and payments made

for personal tax consultation services provided by our income tax advisors
($47,850 for Mr. Olcott, $7,400 for Mr. McKernan, $2,600 for Mr. Serrano and
$975 for Mr. Kaplan).

(2) The 1998 amounts consist of payments made for personal tax services rendered
by our income tax advisors ($10,000 for Mr. Olcott) and contributions we
made pursuant to our defined contribution plan in the amount of $8,000 for
each individual listed.

(3) The 1997 amounts consist of payments made upon the termination of our
Supplemental Executive Retirement Plan (Mr. Olcott received $1,369,726 and
Mr. McKernan received $799,927), special bonuses for efforts expended in
connection with the 1997 recapitalization transaction ($255,000 for
Mr. Olcott, $250,000 for Mr. McKernan, $115,000 for Mr. Serrano, $140,000
for Mr. Kaplan and $20,000 for Mr. van Cauter), contributions we made
pursuant to our defined contribution plan ($8,000 each for Messrs. Olcott,
McKernan, Serrano and van Cauter and $4,750 for Mr. Kaplan), payments made
for premiums and liquidation of cash surrender values of split-dollar life
insurance policies ($523,822 for Mr. Olcott, $146,601 for Mr. McKernan and
$37,266 for Mr. Serrano) and payments made for personal tax consultation
services rendered by our income tax advisors ($40,580 for Mr. Olcott, $2,800
for Mr. McKernan and $2,800 for Mr. Serrano).

OPTION/SAR GRANTS

The following table provides information on grants of stock options and
stock appreciation rights in 1999 to the executive officers listed in the
Executive Compensation table.

NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SHARE) DATE VALUE ($)(2)
- ---- -------------- -------------- ----------- ---------- ------------

George Serrano..................... 125,000 5.61% $3.352 6/11/09 $196,500

- ------------------------

(1) The terms of the stock options granted in fiscal 1999 provided that the
$3.352 options become exercisable in 20% annual installments commencing with
the date of grant.

(2) The grant date present value was determined using the Black-Scholes model of
option pricing. The assumptions used in calculating the grant date present
value were as follows:

Expected volatility......................................... 0
Risk-free rate of return.................................... 6.33%
Dividend yield.............................................. 0
Expected life............................................... 10 years
Minimum option value........................................ $1.572

OPTION/SAR EXERCISES AND YEAR-END VALUES

The following table provides information for the listed executive officers,
regarding the number and value of all their unexercised stock options and stock
appreciation rights, or SARs, at December 31, 1999.

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FISCAL YEAR END (#)(1) AT FISCAL YEAR END ($)(1)(2)
ACQUIRED ON VALUE --------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ------------- -------------

Emery G. Olcott........... 250,000 $679,650 660,000 90,000 $4,138,530 $ 592,470
Richard T. McKernan....... -- $ -- 910,000 90,000 $6,172,514 $ 592,470
George Serrano............ 190,000 $516,534 410,000 160,000 $2,604,935 $ 940,580
Ben D. Kaplan............. -- $ -- 300,000 200,000 $1,974,900 $1,316,600
Staf van Cauter........... 95,955 $260,863 174,045 50,000 $1,216,908 $ 329,150

- ------------------------

(1) Effective March 17, 2000, our Board of Directors vested all options
outstanding under our existing stock option plans.

(2) The value of unexercised in-the-money options at year end was determined
based upon the estimated value of our common stock as of December 31, 1999,
as determined by applying financial reporting guidelines.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with Messrs. Olcott, McKernan,
Serrano, Kaplan, and van Cauter. Set forth below is a summary of the material
provisions of the employment agreements with these individuals. These
descriptions are qualified in their entirety by reference to the provisions of
those employment agreements.

The employment agreements with Messrs. Olcott, McKernan, Serrano, Kaplan and
van Cauter, each of whom is referred to in this description as the "executive,"
supersede any other agreement between any of them and Packard BioScience Company
concerning their employment. Mr. Olcott serves as Chairman of the Board, Chief
Executive Officer and President of Packard BioScience Company; Mr. McKernan
serves as Senior Vice President and a Director of Packard BioScience Company,
and as President of Packard Instrument Company; Mr. Serrano serves as Vice
President and a Director of Packard BioScience Company, and as President of
Canberra Industries; Mr. Kaplan serves as Vice President and Chief Financial
Officer of Packard BioScience Company; and Mr. van Cauter serves as Vice
President of Packard Instrument Company, or in such other capacity as may be
assigned to him by the Chief Executive Officer of Packard BioScience Company or
the President of Packard Instrument Company. Each of the employment agreements
provides for an initial employment term of three years, except for an initial
employment term of two years in the case of Mr. van Cauter. Under each
employment agreement, the initial employment term will be automatically extended
for additional 13-month terms on the first day of each calendar month following
the anniversary of the date of the employment agreements, beginning on the
second anniversary of the date of the employment agreements (the first
anniversary in the case of Mr. van Cauter), unless we affirmatively terminate
it. There is an agreed-upon annual base salary for each executive, with annual
increases no less than the increase in the U.S. Consumer Price Index--All Urban
Consumers. Each executive is also eligible to receive an annual cash bonus
determined in accordance with the terms of our annual bonus incentive plans then
in effect.

Upon termination of employment by us other than for "cause" or "disability,"
or upon termination by the executive for "good reason," as such terms are
defined in the employment agreements, we will pay to the executive an amount in
cash equal to the sum of: the accrued annual base salary as of the

date of termination; a pro rata portion of the target annual bonus accrued to
the date of termination and any other accrued but unpaid annual bonuses,
vacation pay or deferred compensation not yet paid defined as the "accrued
obligations"; annual base salary and annual bonus amounts for the remainder of
the employment period; and additional contributions to the thrift savings plan,
if any, to which the executive would have been entitled had his employment
continued for a period of three years (two years in the case of Mr. van Cauter)
after the date of termination. In addition, the executive will be entitled to
participate in all welfare benefit plans for a period of three years (two years
in the case of Mr. van Cauter) after the date of termination on terms at least
as favorable as those that would have been applicable had his employment not
been terminated (or, if such benefit plans are not available, a comparable cash
payment) and, to the extent that any form of compensation will not be fully
vested or require additional service, the executive will be credited with
additional service of three years (two years in the case of Mr. van Cauter)
after the date of termination. Upon termination of employment due to death or
disability, we will pay to the executive or to his respective beneficiaries, all
amounts that would have been due had such executive remained in our employ until
the end of his employment period. If employment is terminated for cause, Packard
BioScience Company will pay to the executive annual base salary through the date
of termination and any deferred compensation not yet paid, and if the executive
voluntarily terminates employment other than for good reason, we will pay to the
executive in a lump sum the accrued obligations other than any accrued bonus
amount.

Excluding Mr. Kaplan, each of the employment agreements provides that,
during employment and, unless employment terminates by reason of death or
disability, for one year (two years in the case of Messrs. Serrano and van
Cauter) after employment ends or, if later, for one year (two years in the case
of Messrs. Serrano and van Cauter) after employment would have ended had it not
been terminated prior to the end of the employment term, each executive will not
solicit any of our employees or compete with us. In consideration for such
noncompetition covenant, we will pay to each executive one-half of the sum of
his annual base salary and his target annual bonus (100% in the case of
Messrs. Olcott and McKernan), such amount payable in equal monthly installments
during the portion of the noncompetition period following the date of
termination.

CANBERRA INDUSTRIES, INC. STOCK OPTION PLAN OF 1971

We adopted this plan in 1971 for the purpose of retaining and attracting
personnel for positions of responsibility with us or any of our subsidiaries.
Under the 1971 plan, as amended, we have 1,036,545 vested options as of February
29, 2000 exercisable at prices ranging from $0.6334 to $1.60, as fixed from time
to time by our Compensation Committee. The options granted under the 1971 plan
expire on the tenth anniversary of the date of grant.

In the event of a change in our capital structure, including as a result of
reorganization, merger, consolidation or recapitalization, our Compensation
Committee is required to adjust the number and kind of shares for which options
may be granted.

Our Board of Directors may at any time amend or terminate the 1971 plan,
except that no termination or amendment may impair the rights of the
participants as they relate to outstanding options. In connection with the
recapitalization of our company in 1997, the 1971 plan was frozen and no
additional options may be granted under the plan.

MANAGEMENT STOCK INCENTIVE PLAN

At the closing of the 1997 recapitalization, we adopted the Management Stock
Incentive Plan, pursuant to which our and our subsidiaries' directors, officers
and key employees will, as "eligible participants," be granted nonstatutory
stock options exercisable into shares of our common stock. This plan is not
related to our 1971 plan. The 1997 plan is administered by either our
Compensation Committee or our Board of Directors. The Compensation Committee or
the Board has the discretion to select those to whom options under the plan will
be granted from among those eligible. The Board or the Compensation Committee
has the authority to interpret and construe the plan, and any such

interpretation or construction of the provisions of the plan or of any options
granted under the plan is final and conclusive.

Options to purchase up to 11,124,460 shares of our common stock are
permitted to be granted under the plan. Certain of these options are granted at
an exercise price equal to fair market value on the date of grant. Twenty
percent of these options vest immediately upon grant, with the remainder
becoming vested in equal annual installments over a four-year period, provided
that the eligible participant continues to be employed by us or one of our
subsidiaries. Effective March 17, 2000, our Board of Directors vested all
options outstanding under the 1997 plan. The remaining options, to be granted at
a premium of fair market value, become vested and fully exercisable upon the
date of grant. In the event of an "extraordinary transaction," such as a merger
or consolidation, of Packard BioScience Company or a reduction in Stonington's
equity ownership in our company to below 50%, all outstanding options will
become fully vested upon consummation of the extraordinary transaction.

The terms and conditions of a new option grant under the plan are set forth
in a related option agreement. Options granted under the plan will terminate
upon the earliest to occur of (1) the tenth anniversary of the date of the
option agreement; (2) the date on which we acquire any shares of our common
stock or options granted under the plan or the 1971 plan, in each case, held by
an eligible participant, in connection with the exercise of a "put right" under
the Stockholders' Agreement described under "Related Party
Transactions--Stockholders' Agreement"; (3) the 180-day anniversary of the date
of death or "disability," or nine months after "retirement," as such terms are
defined in the Stockholders' Agreement, of the eligible participant; (4) the
30-day anniversary of the date that the eligible participant ceases to be a
full-time employee of us or one of our subsidiaries for any reason other than as
set forth in (3) above or in (5) below; and (5) immediately upon an eligible
participant's voluntary termination of employment other than due to death,
retirement or disability, or termination for "cause," as defined in the
Stockholders' Agreement. Payment of the exercise price of options granted under
the 1997 plan must be made in cash.

If we repurchase options granted under the plan pursuant to the put and call
rights set forth in the Stockholders' Agreement, the shares covered by those
options will again be available for grant under the plan. In the event of a
declaration of a stock dividend, or a reorganization, merger, consolidation,
acquisition, disposition, separation, recapitalization, stock split, split-up,
spin-off, combination or exchange of any shares of our common stock or like
event, the number or character of the shares subject to the option or the
exercise price of any such option may be appropriately adjusted as deemed
appropriate by our Compensation Committee or our Board.

The plan terminates upon, and no options may be granted under the plan
after, March 4, 2007, which is the tenth anniversary of the closing of the 1997
recapitalization, unless the plan has sooner terminated due to grant and full
exercise of options covering all the shares of common stock available for grant
under the plan. Our Board may at any time amend, suspend or discontinue the
plan, except that it may not alter, amend, discontinue or revoke or otherwise
impair any outstanding options granted under the plan and which remain
unexercised in a manner adverse to the holders of those options except if the
written consent of the holder is obtained.

Upon adoption of the new plans in connection with the offering, the 1997
plan was frozen and no additional options will be granted under the plan.

THE NON-EMPLOYEE DIRECTOR OPTION COMPENSATION PLAN

In connection with the offering, we have adopted a Non-Employee Director
Option Compensation Plan. The purpose of this plan will be to promote a greater
identity of interests between our non-employee directors and our stockholders
and to attract and retain individuals to serve as directors. The main material
terms of this plan are summarized below.

GENERAL

The plan will be administered by our Board of Directors or a committee of
our Board of Directors designated for this purpose.

Our directors, who are neither our employees nor affiliates of Stonington,
will be eligible to participate in the plan as of the date of the pricing of
this offering.

Our Board of Directors or its designated committee may adjust the awards
under the plan if there is any change in corporate capitalization, such as a
stock split, or a corporate transaction, such as a merger, consolidation,
separation, including a spin-off, or other distribution of our stock or
property, any reorganization or any partial or complete liquidation. Any option
that expires, is forfeited or is repurchased by us will again be available for
grant under the plan.

A total of 200,000 shares of our common stock have been reserved for
issuance under the plan.

OPTIONS

Each new non-employee director will be granted options for 15,000 shares of
common stock upon being elected or appointed to our Board of Directors and upon
being re-elected after each three-year term. The exercise price for all options
will be 100% of the fair market value of a share of common stock on the date of
the grant of such option, except that options granted before or upon
consummation of this offering will be granted at the initial public offering
price. Each option will vest and become exercisable in equal installments on
each of the first three anniversaries of the date of grant of such option, if
the director remains a member of our Board of Directors at that time. Each
vested option will terminate one year after the director's service on our Board
of Directors ceases for any reason, other than for cause. If a director is
removed for cause, all vested and unvested options will be forfeited. However,
the options will expire no later than the tenth anniversary of the date of
grant. Any unvested options will terminate and be canceled as of the date a
director's service on our Board of Directors ceases for any reason. All
directors' options become fully vested and exercisable upon a change in control.

TRANSFERABILITY

Options granted under the plan will be nontransferable other than by will or
the laws of descent and distribution, or at the discretion of our Board of
Directors or the designated committee, by a written beneficiary designation or
by a gift to the director's immediate family. This gift may be made directly to
an immediate family member, or by means of a trust or partnership or limited
liability company. During the director's lifetime, a director's option may be
exercised only by the director, any such permitted transferee or a guardian,
legal representative or beneficiary.

AMENDMENTS

Our Board of Directors may at any time terminate or amend the plan, except
that no termination or amendment may impair the rights of directors relating to
outstanding options. To the extent required by law or automated quotation system
rule, no amendment will be made without the approval of our stockholders.

THE 2000 STOCK INCENTIVE PLAN

In connection with the offering, we have adopted a new stock incentive plan.
This plan is designed to promote our success and enhance our value by linking
the interests of our officers, employees and consultants to those of our
stockholders and by providing participants with an incentive for outstanding
performance. This plan is further intended to provide flexibility in its ability
to motivate, attract and retain employees upon whose judgment, interest and
special efforts our business is largely dependent. Our officers, employees and
consultants, including employees who are members of our Board of Directors, and
officers, employees and consultants of our subsidiaries and affiliates are
eligible to

participate in this plan. Non-employee directors are not eligible to participate
in the 2000 plan. This plan is intended to remain in effect until 2010. The
description below summarizes the material terms of this plan.

GENERAL

The 2000 plan will be administered by the Compensation Committee of our
Board of Directors, or another committee designated by our Board of Directors,
and provides for the grant of stock options, both non-qualified and incentive
stock options and other types of equity-based awards.

The maximum number of shares of common stock available for grant under the
2000 plan will be 15% of the aggregate number of shares outstanding, plus 5% of
the number of shares outstanding for each year, not to exceed 6.3 million shares
in the aggregate. In addition, the number of shares that may be granted to each
individual participant under the 2000 plan will be limited to 200,000 shares for
each calendar year.

The term of options granted under the 2000 plan may not exceed 10 years.
Unless otherwise determined by our Compensation Committee, options will vest
ratably on each of the first four anniversaries after the grant date and will
have an exercise price equal to the fair market value of the common stock on the
date of grant. Options granted under the 2000 plan may be incentive stock
options and qualified stock options.

A participant exercising an option may pay the exercise price in cash or, if
approved by our Compensation Committee, with previously acquired shares of
common stock or in a combination of cash and stock. Our Compensation Committee,
in its discretion, may allow the cashless exercise of options.

Options are nontransferable other than by will or the laws of descent and
distribution or, at the discretion of our Compensation Committee, by a written
beneficiary designation or by a gift to members of the holder's immediate
family. The gift may be made directly or indirectly or by means of a trust or
partnership or limited liability company and, during the participant's lifetime,
may be exercised only by the participant, any such permitted transferee or a
guardian, legal representative or beneficiary.

At the time of this offering, we expect to grant options to purchase up to
900,000 shares of common stock under the 2000 plan at an exercise price equal to
the initial public offering price. Any option that expires, is forfeited or
repurchased by us will again be available for grant under the plan.

OTHER AWARDS

The 2000 plan allows for the grant of stock appreciation rights, or SARs,
alone or in tandem with options. An SAR permits a participant to receive, upon
exercise, cash or shares of common stock, or a combination thereof, as
determined by our Board of Directors or our Compensation Committee. The amount
of cash or the value of the shares is equal to the excess of the fair market
value of a share of common stock on the date of exercise over the SAR exercise
price, multiplied by the number of shares with respect to which the SAR is
exercised. The 2000 plan also allows for the grant of restricted stock, the
vesting of which is subject to the achievement of performance goals or continued
service. Performance awards may be granted subject to performance goals and/or
service-based restrictions, and will be denominated and payable in cash or
shares of common stock or a combination as determined by our Board of Directors
or our Compensation Committee. Dividend and interest equivalents with respect to
awards and other awards based on the value of common stock may also be granted.

CHANGE IN CONTROL

In the event of a change in control, or in the event of involuntary
termination of the optionee's employment within two years after a change of
control, any option or SAR that is not then exercisable and vested will become
fully exercisable and vested and remain exercisable for the option term,

restrictions on restricted stock will lapse and performance units will be deemed
earned. Change in control generally means:

- the acquisition of an amount of common stock greater than the amount held,
directly or indirectly, by Stonington and representing at least 30% of the
outstanding common stock or voting securities;

- a change in the majority of the members of the Board of Directors, unless
approved by the incumbent directors or Stonington;

- the completion of a merger involving our company in which, among other
things, our stockholders do not retain more than 50% of the common stock
and voting power; or

- approval by our stockholders of a liquidation, dissolution or sale of
substantially all of our assets.

DEFERRALS

The 2000 plan allows our Board of Directors or Compensation Committee to
establish procedures for the deferral of the delivery of shares or cash pursuant
to awards made under the plan.

AMENDMENTS

Our Board of Directors may at any time amend or terminate the 2000 plan and
may amend the terms of any outstanding option or other award, except that no
termination or amendment may impair the rights of the participants as they
relate to outstanding options. However, no such amendment to the 2000 plan will
be made without the approval of our stockholders to the extent such approval is
required by law or stock exchange rule.

THE EMPLOYEE STOCK PURCHASE PLAN

In connection with the offering, we have adopted an employee stock purchase
plan. The purpose of this plan is to further our long-term stability and
financial success by providing a method for employees to increase their
ownership of common stock. Under the purchase plan, 500,000 shares of common
stock will be available for issuance and sale. Unless sooner terminated at the
discretion of our Board of Directors, the purchase plan will terminate on
December 31, 2010.

ELIGIBILITY

All of our employees and all of the employees of designated subsidiaries
generally will be eligible to participate in the purchase plan, other than
employees whose customary employment is 20 hours or less per week or is for not
more than five months in a calendar year, or who are ineligible to participate
due to restrictions under the Internal Revenue Code, and subject to compliance
with applicable U.S. and foreign securities laws.

GENERAL DESCRIPTION

A participant in the purchase plan may authorize regular salary deductions
of a maximum of 15% and a minimum of 1% of base compensation. The fair market
value of shares which may be purchased by any employee during any calendar year
may not exceed $25,000. The amounts so deducted and contributed will be applied
to the purchase of full shares of common stock under options to purchase shares
at 85% of the lesser of the fair market value of such shares on the date of
purchase or on the offering date for such offering period. The offering dates
will be January 1 and July 1 of each purchase plan year, and each offering
period shall consist of one six-month purchase period. Any offering period,
however, beginning in 2000 would be commenced after July 1, and would be for
less than a six-month period. Shares will be purchased for participating
employees on the last business days of June and December for each purchase plan
year and each such participant will have the rights of a stockholder with
respect to such shares. Participants may decrease their payroll deductions at
any time but not more than once during any offering period.

Participants may increase or decrease their payroll deductions for any
subsequent offering period by notifying the purchase plan administrator no later
than 15 days prior to such offering period. Participants may also withdraw from
participation in the purchase plan at any time on or prior to the 15th day of
the last month of the offering period. If a participant withdraws from the
purchase plan, any contributions that have not been used to purchase shares will
be refunded. A participant who has withdrawn may not participate in the purchase
plan again until the next offering period.

In the event of retirement or other termination of employment before the
15th day of the last month in the offering period, any contributions that have
not yet been used to purchase shares will be refunded and a certificate issued
for the full shares in the participant's account. In the event of a
participant's death, any contributions that have not yet been used to purchase
shares and all shares in such participant's account will be delivered to the
participant's beneficiary designated in writing and filed with us, or, if no
beneficiary has been designated or survives the participant, to the
participant's estate. Any payroll deductions that have not been used to purchase
shares will be returned to the participant after the end of the applicable
offering period.

AMENDMENTS OR TERMINATION OF THE PURCHASE PLAN

Our Board of Directors may amend the purchase plan in any respect, although
our stockholders must approve any amendment that would increase the number of
securities that may be issued under the purchase plan or would cause the plan to
fail to qualify for beneficial tax treatment under Section 423 of the Internal
Revenue Code. Our Board of Directors may suspend or terminate the purchase plan
at any time. However, in the event of a termination while an offering period is
in progress, our Compensation Committee may return accumulated payroll
deductions or shorten the offering period by setting a new date of purchase.

RELATED PARTY TRANSACTIONS

STOCKHOLDERS' AGREEMENT

In 1997, Packard BioScience Company, Stonington, three institutional
investors, certain members of our management and certain others of our
stockholders who did not sell their shares in the recapitalization entered into
a Stockholders' Agreement which contains, among other terms and conditions,
provisions relating to corporate governance, restrictions with respect to the
transfer of common stock, rights related to puts and calls, and registration
rights granted by us with respect to our common stock.

Pursuant to the terms of the Stockholders' Agreement, each party agreed to
elect an initial slate of directors of Packard BioScience Company who had been
nominated by Stonington, on condition that the initial slate consist of three
management stockholders, four designees of Stonington and two independent
directors mutually agreed upon by Stonington and our chief executive officer.
Now that the initial slate of directors has been elected, Stonington has the
right to nominate at any time and from time to time all of our directors,
including the right to reduce, expand and fill vacancies on our Board, and,
subject to applicable law, has the right to remove such directors at any time
and from time to time, and the other parties have agreed to vote in favor of
such nomination or removal of directors.

Under the Stockholders' Agreement, each party is, subject to certain
limitations, entitled to register shares of common stock in connection with a
registration statement prepared by us to register common equity beneficially
owned by Stonington. Stonington has the right to require us to take such steps
as necessary to register all or part of the common stock held by Stonington
under the Securities Act pursuant to the provisions of the Stockholders'
Agreement. After the offering, each party other than Stonington will have the
right on one occasion to require us to register shares of common stock held by
such party under the Securities Act, subject to certain minimum amounts and
other limitations. The Stockholders' Agreement contains customary terms and
provisions with respect to, among other things, registration procedures and
certain rights to indemnification granted in connection with the registration of
common stock subject to such agreement.

The Stockholders' Agreement contains provisions relating to tag-along,
drag-along, put and call rights of the stockholders, all of which will terminate
upon consummation of the offering. Pursuant to the Stockholders' Agreement,
following the offering, the management stockholders and the stockholders who did
not sell their shares in the recapitalization will be able to transfer their
shares subject to applicable restrictions under the Securities Act and other
federal and state securities laws.

This offering will not trigger any of the stockholders' tag-along,
drag-along, put, call or registration rights under the Stockholders' Agreement.

OTHER RELATED PARTY TRANSACTIONS

In connection with the 1997 recapitalization, Stonington Partners, Inc., the
management company of our controlling stockholder, received a structuring fee
and reimbursement for certain out-of-pocket expenses totaling $2.6 million in
the aggregate.

Messrs. Olcott, McKernan and Serrano and Messrs. Orren Tench and Daniel
Meert have agreed to transfer by gift an aggregate of 108,100 shares of their
own common stock, or 100 shares per employee, to substantially all of our
employees who do not currently own shares or options to purchase shares of our
common stock, subject to compliance with applicable U.S. and foreign securities
laws.

We paid Robert W. Baird & Co. Incorporated fees and expenses of $3,069,000
in 1997 in connection with the 1997 recapitalization. In 1998, we paid
Robert W. Baird & Co. Incorporated a fee of $50,000 for financial advisory
services. In addition, Baird Capital Partners II Limited Partnership and BCP II
Affiliates Fund Limited Partnership, affiliates of Robert W. Baird & Co.
Incorporated, own an aggregate of 1,573,030 shares of our common stock which
they acquired from us in June 1997 for a total price of approximately
$3.5 million.

SECURITY OWNERSHIP BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of our common stock, including the percentage of total
voting power, as of March 17, 2000, on an actual basis and as adjusted to
reflect completion of the offering, by:

- each of our executive officers;

- each director;

- each holder known to us to hold beneficially more than 5% of our common
stock; and

- all current directors and executive officers as a group.

Except as otherwise indicated in the footnotes below, each beneficial owner
has the sole power to vote and to dispose of all shares held by that holder. You
should keep the following points in mind as you read the information in the
table.

- The amounts and percentage of our common stock beneficially owned by a
holder are reported on the basis of the regulations of the SEC that govern
the determination of beneficial ownership of securities. Under these
regulations, a person or group of persons is deemed to be a "beneficial
owner" of a security if that person or group has or shares "voting power,"
which includes the power to vote or to direct the voting of the security,
or "investment power," which includes the power to dispose of or to direct
the disposition of the security. A person or group of persons is also
deemed to be a beneficial owner of any securities with respect to which
that person or group has a right to acquire beneficial ownership within
60 days of March 17, 2000. Under these rules, more than one person may be
deemed a beneficial owner of the same security and a person may be deemed
to be a beneficial owner of securities as to which that person has no
economic interest.

- The percentage of our common stock outstanding is based on the
55,632,620 shares of our common stock outstanding as of March 17, 2000,
including shares of common stock deemed outstanding pursuant to the
definition of beneficial ownership in the preceding paragraph. These
shares are deemed to be outstanding when computing the percentage of
ownership of each person or group of persons named above, but are not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person or group.

BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP
COMMON STOCK OF COMMON STOCK
BEFORE OFFERING AFTER OFFERING(12)
------------------------- -------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER* SHARES (1) % (2) SHARES (1) % (2)
- ------------------------------------- ---------- -------- ---------- --------

Stonington Capital Appreciation 1994 Fund,
L.P. (3).................................... 31,955,605 57.4 31,955,605 47.2
Emery G. Olcott (4)(13)....................... 2,611,755 4.7 2,611,755 3.9
Richard T. McKernan (5)(13)................... 1,640,095 3.0 1,640,095 2.4
George Serrano (6)(13)........................ 1,004,070 1.8 1,004,070 1.5
Ben D. Kaplan (7)............................. 520,000 ** 520,000 **
Timothy O. White, Jr. (8)..................... 194,125 ** 194,125 **
Robert F. End (9)............................. -- -- -- --
Bradley J. Hoecker (9)........................ -- -- -- --
Alexis P. Michas (9).......................... -- -- -- --
Peter P. Tong (9)(10)......................... 162,350 ** 162,350 **
All directors and executive officers as a
group (9 persons) (9)(11)................... 6,126,795 11.0 6,126,795 9.1

(FOOTNOTES ON FOLLOWING PAGE)

(FOOTNOTES FOR TABLE)

* The address for all of the members of our management and for Peter P. Tong
is: 800 Research Parkway, Meriden, Connecticut 06450. Refer to (3) below for
additional address information.

** Less than 1%.

(1) The figures assume exercise by only the stockholder or group named in each
row of all options for the purchase of common stock held by such stockholder
or group which were exercisable by May 17, 2000. In addition, the amounts
reflect the accelerated vesting of all unvested options outstanding under
our existing stock option plans, resulting in all of them becoming 100%
vested, effective March 17, 2000.

(2) Amounts are based upon 47,414,125 shares of common stock outstanding and
8,218,495 options exercisable as of March 17, 2000.

(3) Stonington Capital Appreciation 1994 Fund, L.P. is the record holder of
30,898,890 shares of common stock. The Stonington fund also controls, but
disclaims beneficial ownership of, an additional 1,056,175 shares purchased
by two institutional investors pursuant to the Stockholders' Agreement. The
Stonington fund is a Delaware limited partnership whose limited partners
consist of certain institutional investors, formed to invest in corporate
acquisitions organized by Stonington Partners, L.P. Stonington Partners,
L.P., a Delaware limited partnership, is the general partner in the
Stonington fund with a 1% economic interest. Except for such economic
interest, Stonington Partners, L.P. disclaims beneficial ownership of the
shares set forth above. Stonington Partners, Inc. II is the general partner
of, with a 1% economic interest in, Stonington Partners, L.P. Except for
such economic interests, Stonington Partners, Inc. II disclaims beneficial
ownership of the shares set forth above.

Pursuant to a management agreement with the Stonington fund, Stonington
Partners, Inc. has full discretionary authority with respect to the
investments of the Stonington fund, including the authority to make and
dispose of such investments. Furthermore, Stonington Partners, Inc. has a 1%
economic interest in Stonington Partners, L.P. Stonington Partners, Inc.
disclaims beneficial ownership of the shares set forth above. The address
for each of the entities listed in this footnote, as well as Stonington
management included in the table above, is c/o Stonington Partners, Inc.,
767 Fifth Avenue, New York, NY 10153.

(4) Includes shares held by Mr. Olcott's spouse and in trust for one of his
children. Includes 565,000 shares subject to options which were exercisable
as of May 17, 2000.

(5) Includes shares held by Mr. McKernan's spouse and the McKernan Family
Partnership. Includes 700,000 shares subject to options which were
exercisable as of May 17, 2000.

(6) Includes 500,000 shares subject to options which were exercisable as of
May 17, 2000.

(7) Includes 500,000 shares subject to options which were exercisable as of
May 17, 2000.

(8) Includes shares held by Mr. White's wife, children and trust to which
Mr. White is beneficiary. Includes 50,000 shares subject to options which
were exercisable as of May 17, 2000.

(9) Excludes shares held by the Stonington fund of which Mr. End, Mr. Hoecker,
Mr. Tong and Mr. Michas may be deemed to be beneficial owners as a result of
their ownership of stock in, and/or membership on the Boards of Directors
of, Stonington Partners, Inc. and Stonington Partners, Inc. II, but they
disclaim such beneficial ownership.

(10) Includes 50,000 shares subject to options which were exercisable as of
May 17, 2000.

(11) Includes shares held by certain family members, trusts and similar
entities. Includes 2,365,000 shares subject to options which were
exercisable as of May 17, 2000.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)

(12) Assumes that the underwriters' over-allotment options are not exercised. If
the underwriters exercise their over-allotment options in full, the
following individuals will sell certain of their shares according to the
following table:

BENEFICIAL BENEFICIAL
OWNERSHIP OF OWNERSHIP OF
COMMON STOCK NUMBER COMMON STOCK
BEFORE OFFERING OF SHARES AFTER OFFERING
-------------------- BEING --------------------
STOCKHOLDER SHARES % OFFERED SHARES %
- ----------- --------- -------- --------- --------- --------

Emery G. Olcott.................................... 2,611,755 4.7 75,000 2,536,755 3.8

Richard T. McKernan................................ 1,640,095 3.0 75,000 1,565,095 2.3

George Serrano..................................... 1,004,070 1.8 35,000 969,070 1.4

Orren Tench........................................ 995,575 1.8 39,400 956,175 1.4

Daniel Meert....................................... 511,575 * 13,200 498,375 *

Staf van Cauter.................................... 281,000 * 14,700 266,300 *

Eugene Della Vecchia............................... 275,260 * 14,400 260,860 *

Michael A. Zebarth................................. 211,850 * 11,100 200,750 *
-------
Total............................................ 277,800
=======

- ------------------------

* Less than 1%.

(13) Gives effect to a gift Messrs. Olcott, McKernan and Serrano and Messrs.
Orren Tench and Daniel Meert have agreed to make, in the aggregate, of
108,100 shares of their own common stock (44,400 shares by Mr. Olcott,
18,425 shares each by Messrs. McKernan and Tench and 13,425 shares each by
Messrs. Serrano and Meert), or 100 shares per employee, to substantially all
of our employees who do not currently own shares or options to purchase
shares of our common stock, subject to compliance with applicable U.S. and
foreign securities laws.

DESCRIPTION OF CAPITAL STOCK

THE FOLLOWING SUMMARY DESCRIBES THE MATERIAL TERMS OF OUR CAPITAL STOCK.
HOWEVER, YOU SHOULD REFER TO THE ACTUAL TERMS OF OUR CAPITAL STOCK CONTAINED IN
OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

As of March 21, 2000, our authorized capital stock consists of 200,000,000
shares of common stock, par value $0.002 per share, and 1,000,000 shares of our
preferred stock, par value $0.01 per share. As of the same date, we had
47,414,125 shares of common stock and no shares of preferred stock outstanding.
Immediately following the offering, we will have 60,301,685 shares of common
stock outstanding, without giving effect to the exercise of the underwriters'
over-allotment options.

COMMON STOCK

Subject to the rights of the holders of any preferred stock that may be
outstanding, each holder of common stock on the applicable record date is
entitled to receive dividends as may be declared by our board of directors out
of funds legally available to pay dividends, and, in the event of liquidation,
to share ratably in any distribution of our assets after payment or providing
for the payment of liabilities and the liquidation preference of any outstanding
preferred stock. Common stock will vote together as a single class on all
matters presented to a vote of stockholders, including the election of
directors. Each holder of common stock is entitled to one vote for each share
held of record on the applicable record date for all of these matters.
Stonington benefits from an agreement with the other parties to the
Stockholders' Agreement described under "Related Party Transactions," pursuant
to which these parties will vote with Stonington in favor of nominations and
removals of directors by Stonington. Holders of common stock have no cumulative
voting rights or preemptive rights to purchase or subscribe for any stock or
other securities, and there are no conversion rights or redemption or sinking
fund provisions with respect to common stock. All outstanding shares of common
stock are, and the shares of common stock sold in the offerings will be when
issued, fully paid and nonassessable.

PREFERRED STOCK

Our board of directors has the authority to issue shares of preferred stock
in one or more series and to fix, by resolution, the voting powers, and
designations, preferences and relative, participating, optional or other rights,
if any, and the qualifications, limitations or restrictions thereof, if any,
including the number of shares in each series (which our board of directors may
increase or decrease as permitted by Delaware law), liquidation preferences,
dividend rates, conversion rights and redemption provisions of the shares
constituting any series, without any further vote or action by the stockholders.
Any shares of preferred stock so issued would have priority over the common
stock with respect to dividend or liquidation rights or both. Although our board
of directors has no present plans to do so, it could issue one or more series of
preferred stock, without stockholder approval, that could, depending on the
terms of such series, restrict dividends on the common stock, dilute the voting
power of the common stock, impair the liquidation rights of the common stock or
impede the completion of a merger, tender offer or other takeover attempt.

DELAWARE GENERAL CORPORATION LAW

We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 generally prevents Delaware corporations from engaging in a business
combination with any "interested stockholder" for three years following the date
that the person became an interested stockholder, unless the business
combination or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. Generally, an "interested
stockholder" is a person, together with affiliates and associates, who owns 15%
or more of a corporation's voting stock. The existence of this provision may
delay or make more difficult the acquisition of our company by means of a
hostile tender offer, open market purchases, a proxy contest or otherwise.

ACTION BY WRITTEN CONSENT

Under the Delaware General Corporation Law, unless the certificate of
incorporation expressly prohibits action by the written consent for
stockholders, any action required or permitted to be taken by our stockholders
at a duly called annual or special meeting of stockholders may be taken by a
consent in writing executed by stockholders possessing the requisite votes for
the action to be taken. Our certificate of incorporation does not expressly
prohibit action by the written consent of stockholders. As a result, Stonington,
as holder of 53.0% of our total voting power after the offering, without giving
effect to the exercise of the underwriters' over-allotment options, will be able
to take any action to be taken by stockholders without the necessity of holding
a stockholder meeting. We intend, however, to hold annual meetings of
stockholders.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock will be ChaseMellon
Shareholder Services, L.L.C.

LISTING

Our common stock has been approved for quotation on the Nasdaq National
Market under the symbol "PBSC."

DESCRIPTION OF INDEBTEDNESS

SENIOR SUBORDINATED NOTES

During 1997, we issued $150,000,000 principal amount of 9.375% senior
subordinated notes due March 1, 2007. The net proceeds received from the sale of
the notes were used, in connection with the 1997 recapitalization, to repay
outstanding indebtedness under previous obligations and to repurchase certain of
our outstanding shares of common stock.

We issued and sold our notes in March 1997 in a transaction not registered
under the Securities Act, and subsequently registered them with the SEC in an
exchange offer that we completed in June 1997.

We have the right to redeem our notes in cash, at any time on or after
March 1, 2002, at redemption prices ranging from 104.688% to 100.000% depending
on the timing of redemption.

In the event of a "change in control" of Packard BioScience Company, as
defined in the indenture governing the notes, a holder of notes generally has
the right to require us to purchase all or a portion of its notes at a purchase
price equal to 101% of the notes' principal amount.

The notes are unsecured senior subordinated obligations of Packard
BioScience Company and any payment of or on the notes is subordinated to the
payment to all of our existing and future senior indebtedness, including
indebtedness under our senior credit facility.

Under the terms of the notes, we are subject to limitations and restrictions
with respect to, among other things, the incurrence of additional senior or
subordinated indebtedness, the payment by us or our subsidiaries of dividends or
other distributions, the repurchase by us or our subsidiaries of our capital
stock, the making of investments and acquisitions, the entering into certain
transactions with affiliates, the disposition of proceeds of asset sales, the
incurrence of liens, guarantees by subsidiaries, the issuance of preferred stock
of subsidiaries, and mergers, consolidations or the sale of all or substantially
all of our assets. We do not believe that these covenants will prevent us from
implementing our business plan or executing our strategy.

The notes are not listed, and we do not intend to apply for listing, on any
securities exchange or automated quotation system.

We intend to use a portion of the net proceeds from the offering to make
open-market purchases from time to time of portions of our senior subordinated
notes, if available under terms acceptable to us, as described under "Use of
Proceeds."

SENIOR CREDIT AGREEMENT

During 1997, in connection with the 1997 recapitalization, we also entered
into a senior credit agreement with a group of banks which provides for a
$40,000,000 term loan facility and the availability of up to $75,000,000 in a
revolving credit facility with a sub-limit for letters of credit up to
$11,000,000 in the aggregate. The term loan facility matures in six years and
bears interest, at our option, at the customary base rate (defined as a certain
bank's reference rate, or the federal funds rate plus 0.5%, whichever is higher)
plus 1.75%, adjusted downward if we achieve certain financial ratio levels, or
at the customary reserve adjusted Eurodollar rate plus 2.75%. The outstanding
revolving credit facility balance, if any, is due and payable on March 31, 2002.
The revolving credit facility bears interest, at our option, at the customary
base rate plus 1.375%, or at the customary reserve adjusted Eurodollar rate plus
2.375%, adjusted downward if we achieve certain financial ratio levels. The
credit agreement also provides for a commitment fee of 0.5%, adjusted downward
if we achieve certain financial ratio levels, on any unused portion of the
revolving credit facility. At December 31, 1999, the one-month Eurodollar rate
was 6.04%.

We are required under the credit agreement to make prepayments on the term
loan facility and reduce the commitments under the revolving credit facility
under certain circumstances, including upon certain asset sales and issuance of
debt or equity securities. Mandatory prepayments or commitment reductions are
applied first to the prepayment of the loans under the term loan facility and
then to the permanent reduction of the revolving credit facility. Each
prepayment of the term loan facility must be applied to the installments of the
facility ratably in accordance with the then outstanding amounts without premium
or penalty and may not be reborrowed. Each bank that is a holder of term loans
under the term loan facility has the right to refuse any mandatory prepayment,
in which case we would retain the amount so refused.

The credit agreement contains certain financial covenants, including a
minimum fixed charge coverage test, a minimum interest coverage test and a
maximum leverage test, and other customary affirmative and negative covenants
relating to, among other things, limitations on other indebtedness, liens,
investments, guarantees, restricted payments, mergers and acquisitions, sales of
assets, leases, transactions with affiliates and conduct of business, with
customary exceptions and baskets. The credit agreement also provides for
customary events of default, including failure to make payments when due,
failure to make interest payments or payments of fees after a grace period,
cross-defaults, violations of covenants, material inaccuracies of
representations and warranties, bankruptcy, material judgments, invalidity of
guaranties or any security document and certain changes of control. In
connection with the credit agreement, we pledged as collateral substantially all
of our and most of our domestic subsidiaries' tangible and intangible assets,
and 65% of the capital stock of our foreign subsidiaries.

In October, 1999, we amended the revolving credit and term loan facilities,
effective as of September 30, 1999, among other things, to increase our maximum
consolidated leverage ratio. As of December 31, 1999, we were in compliance with
all covenants under the credit agreement.

As of February 14, 2000, we amended the credit agreement to allow for
"investments," as defined in the credit agreement, at levels higher than
previously provided for. In connection with obtaining this amendment, the
margins which are added to the customary base rate and customary reserve
adjusted Eurodollar rate referred to above were generally increased by 0.50%. In
addition, we were charged an amendment fee of 0.125% on the total credit
agreement.

We intend to use $70.2 million of the net proceeds from the offering to
reduce the outstanding balance under our senior credit facility as described
under "Use of Proceeds."

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for our common stock.
Future sales of substantial amounts of our common stock in the public market, or
the perception that substantial sales may occur, could adversely affect the
prevailing market price of our common stock. After completion of the offering,
there will be 60,301,685 shares of our common stock outstanding. Of these
shares, the 12,000,000 shares of common stock sold in the offering
(13,800,000 shares if the underwriter's over-allotment options are exercised in
full) will be freely transferable without restriction under the Securities Act.
All the remaining shares of common stock may not be sold unless they are
registered under the Securities Act or are sold pursuant to an exemption from
registration, including an exemption contained in Rule 144 under the Securities
Act.

RULE 144

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate, who beneficially owns
"restricted securities" may not sell those securities until they have been
beneficially owned for at least one year. Thereafter, the person would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of:

- 1% of the then outstanding shares of common stock (approximately
603,000 shares immediately after the offering); and

- the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks preceding the date on which
notice of the sale is filed with the SEC.

Sales under Rule 144 are subject to certain restrictions relating to manner
of sale, notice and the availability of current public information about us and
may be effected only through unsolicited brokers' transactions.

Under Rule 144(k), a person who is not deemed an "affiliate" of us at any
time during the 90 days preceding a sale would be entitled to sell his, her or
its restricted shares under Rule 144 without regard to the volume or other
limitations described above, provided that two years have elapsed since the
restricted shares were acquired from us or one or our affiliates. Immediately
after the offering, substantially all of the shares of our common stock not sold
in this offering will be available for sale under Rule 144(k), subject only to
the restrictions set forth in the Stockholders' Agreement described under
"Related Party Transactions--Stockholders' Agreement," and the lock-up
arrangements described below.

LOCK-UPS

We, our directors, executive officers and our principal stockholders have
agreed with the underwriters that, during the period beginning from the date of
this prospectus and continuing to and including the date 180 days after the date
of this prospectus, we will not offer, sell, contract to sell or otherwise
dispose of any shares of our common stock or any securities of Packard
BioScience Company which are substantially similar to the shares of the common
stock or which are convertible into or exchangeable for securities which are
substantially similar to the shares of common stock (other than, in the case of
Packard BioScience Company, pursuant to our existing employee benefit plans)
without the prior written consent of Merrill Lynch & Co., except for the shares
of common stock offered in connection with the offering. The lock-up agreements
by these persons (other than Packard BioScience Company) cover over 85% of the
shares of our common stock outstanding prior to the offering.

STOCK PLANS

We intend to file a registration statement on Form S-8 to register
approximately 9.2 million shares of our common stock that are reserved for
issuance or sale under our existing stock option plans, that are not so
registered, and that are reserved for issuance under the plans we have adopted
in connection with the offering. As of March 17, 2000, there were outstanding
options to purchase an aggregate of 8,218,495 shares of our common stock, all of
which were vested. In addition, 7,000,000 shares of our

common stock are reserved for issuance under the plans we have adopted in
connection with the offering, as described under "Management." All shares of
common stock issuable upon exercise of options granted or to be granted under
our plans will be freely tradable upon effectiveness of the S-8 registration
statement without restrictions under the Securities Act, unless such shares are
held by an "affiliate" of us (in which case they will be subject to the
limitations of Rule 144 described above).

No prediction can be made as to the effect, if any, that market sales of
restricted shares or the availability of restricted shares for sale will have on
the market price of our common stock prevailing from time to time. Nevertheless,
sales of substantial amounts of common stock, or the perception that such sales
could occur, could adversely affect prevailing market prices for our common
stock and could impair our future ability to raise capital through an offering
of our equity securities.

MATERIAL UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of certain U.S. federal income and
estate tax considerations with respect to the ownership and disposition of
common stock applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is
any holder other than:

- citizen or resident of the United States;

- a corporation created or organized in the United States or under the laws
of the United States or of any state;

- an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source; and

- a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S.
persons have the authority to control all substantial decisions of the
trust.

This discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended, existing and proposed Treasury Regulations promulgated
thereunder, judicial opinions, published positions of the Internal Revenue
Service, and all other applicable authorities, all of which are subject to
change (possibly with retroactive effect). This discussion does not address all
aspects of U.S. federal income and estate taxation or any aspects of state,
local, or non-U.S. taxes, nor does it consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder that may be subject
to special treatment under the U.S. federal income tax laws (such as insurance
companies, tax-exempt organizations, financial institutions, brokers, dealers in
securities, and certain U.S. expatriates). Accordingly, prospective investors
are urged to consult their tax advisors regarding the U.S. federal, state, local
and non-U.S. income and other tax considerations of acquiring, holding and
disposing of shares of common stock.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to U.S.
withholding tax at a 30% rate of the gross amount (or a lower rate prescribed by
an applicable income tax treaty) unless the dividends are effectively connected
with a trade or business carried on by the Non-U.S. Holder within the United
States and, if a treaty applies, are attributable to a permanent establishment
of the Non-U.S. Holder within the United States. Dividends effectively connected
with such a U.S. trade or business and, if a treaty applies, attributable to
such a U.S. permanent establishment of a Non-U.S. Holder, generally will not be
subject to U.S. withholding tax if the Non-U.S. Holder files certain forms,
including Internal Revenue Service Form W-8ECI (or any successor form), with the
payor of the dividend, and generally will be subject to U.S. federal income tax
on a net income basis, in the same manner as if the Non-U.S. Holder were a
resident of the United States. A Non-U.S. Holder that is a corporation may be
subject to an additional branch profits tax at a rate of 30% (or such lower rate
as may be specified by an applicable income tax treaty) on the repatriation from
the United States of its "effectively connected earnings and profits," subject
to certain adjustments. To determine the applicability of an income tax treaty
providing for a lower rate of withholding under the currently effective Treasury
Regulations (Current Regulations) and published Internal Revenue Service
positions, dividends paid to an address in a foreign country are presumed to be
paid to a resident of that country absent knowledge to the contrary. Under
Treasury Regulations issued on October 6, 1997 (Final Regulations), and
generally effective for payments made after December 31, 2000, however, a
Non-U.S. Holder (including, in certain cases of Non-U.S. Holders that are
entities, the owner or owners of such entities) will be required to satisfy
certain certification requirements in order to claim a reduced rate of
withholding under an applicable income tax treaty.

GAIN OR SALE OR OTHER DISPOSITION OF COMMON STOCK

In general, a Non-U.S. Holder will not be subject to U.S. federal income tax
on any gain realized upon the sale or other disposition of the holder's shares
of common stock unless:

- the gain is effectively connected with a trade or business carried on by
the Non-U.S. Holder within the United States and, if a treaty applies, is
attributable to a U.S. permanent establishment of the Non-U.S. Holder (in
which case the branch profits tax discussed above may also apply if the
Non-U.S. Holder is a corporation);

- the Non-U.S. Holder is an individual who holds shares of common stock as a
capital asset and is present in the United States for 183 days or more in
the taxable year of disposition and certain other tests are met;

- the Non-U.S. Holder is subject to tax under the provisions of the Internal
Revenue Code regarding the taxation of certain U.S. expatriates; or

- We are or have been a U.S. real property holding corporation, or USRPHC,
for U.S. federal income tax purposes (which we do not believe that we
currently are, or will become) at any time within the shorter of the
five-year period preceding such disposition and such Non-U.S. Holder's
holding period. If we were or were to become a USRPHC at any time during
this period, gains realized upon a disposition of common stock by a
Non-U.S. Holder that did not directly or indirectly own more than 5% of
the common stock during this period would not be subject to U.S. federal
income tax, provided that common stock is "regularly traded on an
established securities market" (within the meaning of Section 897(c)(3) of
the Code).

ESTATE TAX

Common stock owned or treated as owned by an individual who is not a citizen
or resident (as defined for U.S. federal estate tax purposes) of the United
States at the time of death will be includible in the individual's gross estate
for U.S. federal estate tax purposes, unless an applicable estate tax treaty
provided otherwise, and therefore may be subject to U.S. federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

We must report annually to the Internal Revenue Service and to each Non-U.S.
Holder the amount of dividends paid to, and the tax withheld with respect to,
each Non-U.S. Holder. These reporting requirements apply regardless of whether
withholding was reduced or eliminated by an applicable income tax treaty. Copies
of this information also may be made available under the provisions of a
specific treaty or agreement with the tax authorities in the country in which
the Non-U.S Holder resides or is established.

Under the Current Regulations, U.S. backup withholding tax (which generally
is imposed at the rate of 31% on certain payments to persons that fail to
furnish the information required under the U.S. information reporting
requirements) and information reporting requirements (other than those discussed
in the previous paragraph) generally will not apply to dividends paid on common
stock to a Non-U.S. Holder at an address outside the United States. Backup
withholding and information reporting generally will apply, however, to
dividends paid on shares of common stock to a Non-U.S. Holder at an address in
the United States if the holder fails to establish an exemption or to provide
certain other information to the payor.

Under the Current Regulations, the payment of proceeds from the disposition
of common stock to or through a U.S. office of a broker will be subject to
information reporting and backup withholding, unless the beneficial owner, under
penalties of perjury, certifies, among other things, its status as a Non-U.S.
Holder or otherwise establishes an exemption. The payment of proceeds from the
disposition

of common stock to or through a Non-U.S. office of a broker generally will not
be subject to backup withholding and information reporting, except as noted
below. In the case of proceeds from a disposition of common stock paid to or
though a non-U.S. office of a broker that is:

- a U.S. person;

- a "controlled foreign corporation" for U.S. federal income tax purposes;
or

- a foreign person 50% or more of whose gross income from certain periods is
effectively connected with a U.S. trade or business,

information reporting (but not backup withholding) will apply unless the broker
has documentary evidence in its files that the owner is a Non-U.S. Holder and
certain other conditions are satisfied, or the beneficial owner otherwise
establishes an exemption (and the broker has no actual knowledge to the
contrary).

Under the Final Regulations, generally effective for payments made after
December 31, 2000, the payment of dividends or the payment of proceeds from the
disposition of common stock to a Non-U.S. Holder may be subject to information
reporting and backup withholding unless the recipient satisfies the
certification requirements of the Final Regulations or otherwise establishes an
exemption.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder can be refunded or
credited against the Non-U.S. Holder's U.S. federal income tax liability, if
any, provided that the required information is furnished to the Internal Revenue
Service in a timely manner.

THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH
PROSPECTIVE NON-U.S. HOLDER OF COMMON STOCK SHOULD CONSULT THAT HOLDER'S OWN TAX
ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON STOCK.

UNDERWRITING

We intend to offer the shares in the U.S. and Canada through the U.S.
underwriters and elsewhere through the international managers. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Chase Securities Inc., Robert W. Baird &
Co. Incorporated, Banc of America Securities LLC and Thomas Weisel Partners LLC
are acting as U.S. representatives of the U.S. underwriters named below. Subject
to the terms and conditions described in a U.S. purchase agreement among us,
certain stockholders and the U.S. underwriters, and concurrently with the sale
of shares to the international managers, we have agreed to sell to the U.S.
underwriters, and the U.S. underwriters severally have agreed to purchase from
us the number of shares listed opposite their names below.

NUMBER
U.S. UNDERWRITER OF SHARES
- ---------------- ---------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... 3,840,000
Chase Securities Inc........................................ 2,400,000
Robert W. Baird & Co. Incorporated.......................... 1,120,000
Banc of America Securities LLC.............................. 1,120,000
Thomas Weisel Partners LLC.................................. 1,120,000
---------
Total............................................. 9,600,000
=========

We and certain stockholders have also entered into an international purchase
agreement with the international managers for sale of the shares outside the
U.S. and Canada for whom Merrill Lynch International, Chase Manhattan
International Limited, Robert W. Baird & Co. Incorporated, Bank of America
International Limited and Thomas Weisel Partners International Limited are
acting as lead managers. Subject to the terms and conditions in the
international purchase agreement, and concurrently with the sale of shares to
the U.S. underwriters pursuant to the U.S. purchase agreement, we have agreed to
sell to the international managers, and the international managers severally
have agreed to purchase 2,400,000 shares from us. The initial public offering
price per share and the total underwriting discount per share are identical
under the U.S. purchase agreement and the international purchase agreement.

The U.S. underwriters and the international managers have agreed to purchase
all of the shares sold under the U.S. and international purchase agreements if
any of these shares are purchased. If an underwriter defaults, the U.S. and
international purchase agreements provide that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreements may be
terminated. The closings for the sale of shares to be purchased by the U.S.
underwriters and the international managers are conditioned on one another.

We and certain stockholders have agreed to indemnify the U.S. underwriters
and the international managers against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the U.S.
underwriters and international managers may be required to make in respect of
those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the purchase agreements, such as the receipt by the underwriters of
officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.

Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since
December 1998, Thomas Weisel Partners has been named as a lead or co-manager on
120 filed public offerings of equity securities, of which 88 have been
completed, and has acted as a syndicate member in an additional 57 public
offerings of equity securities. Thomas Weisel Partners does not have any
material relationship with us or any of our

officers, directors or other controlling persons, except with respect to its
contractual relationship with us pursuant to the underwriting agreement entered
into in connection with this offering.

COMMISSIONS AND DISCOUNTS

The U.S. representatives have advised us that the U.S. underwriters propose
initially to offer the shares to the public at the initial public offering price
on the cover page of this prospectus and to dealers at that price less a
concession not in excess of $.37 per share. The U.S. underwriters may allow, and
the dealers may reallow, a discount not in excess of $.10 per share to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The following table shows the public offering price, underwriting discount
and proceeds before expenses to Packard BioScience Company and, if any, to
certain stockholders. The information assumes either no exercise or full
exercise by the U.S. underwriters and the international managers of their
over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- ------------

Public offering price................... $9.00 $108,000,000 $124,200,000
Underwriting discount................... $.63 $7,560,000 $8,694,000
Proceeds, before expenses, to Packard
BioScience Company.................... $8.37 $100,440,000 $113,180,814
Proceeds, before expenses, to certain
stockholders.......................... $8.37 -- $2,325,186

The expenses of the offering, not including the underwriting discount, are
estimated at $2,425,000 and are payable by Packard BioScience Company.

OVER-ALLOTMENT OPTIONS

We and certain stockholders have granted options to the U.S. underwriters to
purchase up to 1,440,000 additional shares at the public offering price less the
underwriting discount. The U.S. underwriters may exercise these options for
30 days from the date of this prospectus solely to cover any over-allotments. If
the U.S. underwriters exercise these options, each will be obligated, subject to
conditions contained in the purchase agreements, to purchase a number of
additional shares proportionate to that U.S. underwriter's initial amount
reflected in the above table.

We and certain stockholders have also granted options to the international
managers, exercisable for 30 days from the date of this prospectus, to purchase
up to 360,000 additional shares to cover any over-allotments on terms similar to
those granted to the U.S. underwriters.

INTERSYNDICATE AGREEMENT

The U.S. underwriters and the international managers have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the U.S. underwriters and the international
managers may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the U.S. underwriters and any dealer to whom
they sell shares will not offer to sell or sell shares to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, except in the case of
transactions under the intersyndicate agreement. Similarly, the international
managers and any dealer to whom they sell shares will not offer to sell or sell
shares to U.S. persons or Canadian persons or to persons they believe intend to
resell to U.S. or Canadian persons, except in the case of transactions under the
intersyndicate agreement.

RESERVED SHARES

At our request, the underwriters have reserved for sale, at the initial
public offering price, up to 1,200,000 shares offered by this prospectus for
sale to some of our directors, officers, employees, business associates and
related persons. If these persons purchase reserved shares, this will reduce the
number of shares available for sale to the general public. Any reserved shares
that are not orally confirmed for purchase within one day of the pricing of this
offering will be offered by the underwriters to the general public on the same
terms as the other shares offered by this prospectus.

NO SALES OF SIMILAR SECURITIES

We, our executive officers and directors and all principal existing
stockholders have agreed, with exceptions, not to sell or transfer any common
stock for 180 days after the date of this prospectus without first obtaining the
written consent of Merrill Lynch. Specifically, we and these other individuals
will agree not to directly or indirectly:

- offer, pledge, sell or contract to sell any common stock;

- sell any option or contract to purchase any common stock;

- purchase any option or contract to sell any common stock;

- grant any option, right or warrant for the sale of any common stock;

- lend or otherwise dispose of or transfer any common stock;

- request or demand that we file a registration statement related to the
common stock; or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also
applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the
power of disposition. The restrictions described above do not apply to the
shares sold to the underwriters under this prospectus.

QUOTATION ON THE NASDAQ NATIONAL MARKET

The shares have been approved for quotation on the Nasdaq National Market,
subject to notice of issuance, under the symbol "PBSC."

Before this offering, there has been no public market for our common stock.
The initial public offering price was determined through negotiations among us
and the U.S. representatives and lead managers. In addition to prevailing market
conditions, the factors considered in determining the initial public offering
price were:

- the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us;

- our financial information;

- the history of, and the prospects for, our company and the industry in
which we compete;

- an assessment of our management, its past and present operations, and the
prospects for, and timing of, our future revenues;

- the present state of our development; and

- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible
that after the offering the shares will not trade in the public market at or
above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the
aggregate to accounts over which they exercise discretionary authority.

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the U.S. representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.

If the underwriters create a short position in the common stock in
connection with the offering, that is, if they sell more shares than are listed
on the cover of this prospectus, the U.S. representatives may reduce that short
position by purchasing shares in the open market. The U.S. representatives may
also elect to reduce any short position by exercising all or part of the
over-allotment option described above. Purchases of the common stock to
stabilize its price or to reduce a short position may cause the price of the
common stock to be higher than it might be in the absence of such purchases.

The U.S. representatives may also impose a penalty bid on underwriters and
selling group members. This means that if the U.S. representatives purchase
shares in the open market to reduce the underwriter's short position or to
stabilize the price of such shares, they may reclaim the amount of the selling
concession from the underwriters and selling group members who sold those
shares. The imposition of a penalty bid may also affect the price of the shares
in that it discourages resales of those shares.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
representatives or the lead managers will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions. Messrs. End, Hoecker and Michas, who are
Directors of our company, are also Directors and/or consultants to Merrill Lynch
Capital Partners, Inc., which is associated with Merrill Lynch, Pierce, Fenner &
Smith Incorporated. They have received, and may in the future receive, customary
fees in connection with consulting services performed.

In addition, affiliates of Robert W. Baird & Co. Incorporated, own an
aggregate of 1,573,030 shares of our common stock and affiliates of Merrill
Lynch, Pierce, Fenner & Smith Incorporated own an aggregate of 1,056,175 shares
of our common stock. Further, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, Chase Securities Inc. and
Robert W. Baird & Co. Incorporated are affiliates of Limited Partners of the
Stonington Capital Appreciation 1994 Fund, L.P. George Montgomery, an affiliate
of Chase Securities Inc., also owns 50,000 shares of our common stock.

Banc of America Securities LLC is also an affiliate of a lender under our
senior credit facility. Such affiliate of Banc of America Securities LLC will
receive its proportionate share of the repayment by us of amounts outstanding
under our senior credit facility from the net proceeds of this offering. See
"Use of Proceeds."

LEGAL MATTERS

The validity of the shares of common stock will be passed upon for us by
Wachtell, Lipton, Rosen & Katz, New York, New York and for the underwriters by
Shearman & Sterling, New York, New York.

EXPERTS

The financial statements included in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act with respect to the common stock offered in this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules to that registration statement. For
further information with respect to us and our common stock, we refer you to the
registration statement and its exhibits and schedules. Statements contained in
this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, reference is made to the copy of
that contract or document filed as an exhibit to the registration statement,
each of these statements being qualified in all respects by that reference. The
registration statement, including exhibits, schedules and amendments thereto,
may be inspected and copied at the public reference facilities maintained by the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 and at the SEC's Regional Offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of these materials may be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. The SEC also
maintains a world wide Web site (http:\\www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
such as us which file electronically with the SEC. The registration statement,
including all exhibits thereto and amendments thereof, is available on that Web
site.

In March 1997, we filed a registration statement on Form S-4 with the SEC in
connection with the registration under the Securities Act of 1933 of our 9 3/8%
senior subordinated notes due 2007. Upon effectiveness of that registration
statement we became subject to the informational requirements of the Securities
Exchange Act of 1934 and have filed annual, quarterly and current reports and
other information with the SEC since that time. Upon effectiveness of this
registration statement, we will also be required to file annual reports, proxy
and information statements. You may inspect and copy these reports, proxy and
information statements and other information at the addresses set forth above.

We intend to furnish to our stockholders our annual reports containing
consolidated financial statements audited by our independent auditors and
quarterly reports containing unaudited consolidated financial statements for
each of the first three quarters of each year.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants.................... F-2
Consolidated Balance Sheets as of December 31, 1998 and
1999...................................................... F-3
Consolidated Statements of Income (Loss) for the Years Ended
December 31, 1997, 1998 and 1999.......................... F-4
Consolidated Statements of Comprehensive Income (Loss) for
the Years Ended December 31, 1997, 1998 and 1999.......... F-5
Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended December 31, 1997, 1998 and 1999...... F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1998 and 1999.......................... F-7
Notes to Consolidated Financial Statements.................. F-8

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Packard BioScience Company:

We have audited the accompanying consolidated balance sheets of Packard
BioScience Company (a Delaware corporation) and subsidiaries as of December 31,
1998 and 1999, and the related consolidated statements of income (loss),
comprehensive income (loss), stockholders' equity (deficit) and cash flows for
each of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Packard BioScience Company
and subsidiaries as of December 31, 1998 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 14, 2000,
except for Note 15 as to which
the date is April 19, 2000

F-2

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1998 AND 1999

(DOLLARS IN THOUSANDS)

1998 1999
-------- --------

ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................. $ 7,929 $ 7,576
Accounts receivable, net.................................. 48,218 63,350
Inventories, net.......................................... 30,633 34,191
Deferred income taxes..................................... 4,423 4,795
Other..................................................... 6,268 6,271
-------- --------
Total current assets.................................... 97,471 116,183
-------- --------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and improvements..................................... 1,820 1,866
Buildings and improvements................................ 17,236 19,761
Machinery, equipment and furniture........................ 24,413 29,702
-------- --------
43,469 51,329
Less: Accumulated depreciation............................ (17,902) (21,215)
-------- --------
25,567 30,114
-------- --------
OTHER ASSETS:
Goodwill, net of accumulated amortization................. 24,030 41,919
Deferred financing costs, net of accumulated
amortization............................................ 8,346 6,801
Investments............................................... 850 847
Other..................................................... 12,870 10,131
-------- --------
46,096 59,698
-------- --------
$169,134 $205,995
======== ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable............................................. $ 3,221 $ 3,197
Current portion of long-term debt......................... 3,496 2,113
Accounts payable.......................................... 16,956 19,405
Accrued liabilities....................................... 26,802 28,896
Accrued acquisition payments (Note 12).................... 7,274 6,089
Income taxes payable...................................... 2,603 3,614
Deferred income........................................... 12,372 14,304
-------- --------
Total current liabilities............................... 72,724 77,618
-------- --------
LONG-TERM DEBT, less current portion........................ 190,117 225,731
-------- --------
DEFERRED INCOME TAXES....................................... 5,489 4,807
-------- --------
OTHER NONCURRENT LIABILITIES................................ 6,812 3,428
-------- --------
COMMITMENTS AND CONTINGENCIES (Notes 8, 11, 12 and 15)
MINORITY INTEREST IN EQUITY OF SUBSIDIARY................... 2,555 2,301
-------- --------
STOCKHOLDERS' DEFICIT:
Common stock (68,570,615 and 68,515,515 shares issued and
45,750,975 and 46,268,825 shares outstanding as of
December 31, 1998 and 1999, respectively)............... 137 137
Paid-in capital........................................... -- 1,827
Accumulated other comprehensive income (cumulative
translation adjustment)................................. 1,448 527
Accumulated deficit....................................... (10,012) (12,895)
-------- --------
(8,427) (10,404)
Less: Treasury stock, at cost............................. (99,341) (96,920)
Deferred compensation..................................... (795) (566)
-------- --------
(100,136) (97,486)
-------- --------
Total stockholders' deficit............................. (108,563) (107,890)
-------- --------
$169,134 $205,995
======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-3

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1997 1998 1999
-------- -------- --------

Net product sales........................................... $120,637 $154,685 $171,639
Service revenue............................................. 37,988 46,497 62,378
Chemicals and supplies sales................................ 25,488 26,982 30,875
-------- -------- --------
184,113 228,164 264,892
-------- -------- --------
Cost of product sales....................................... 49,295 66,317 79,674
Other costs of product sales (Note 13)...................... -- -- 2,703
Service expense............................................. 27,703 35,449 48,543
Cost of chemicals and supplies sales........................ 10,195 10,253 11,732
Amortization of acquired inventory step-up (Note 12)........ 800 1,500 1,000
-------- -------- --------
87,993 113,519 143,652
-------- -------- --------
Gross profit.............................................. 96,120 114,645 121,240
Research and development expenses........................... 23,480 29,228 30,109
Selling, general and administrative expenses (Note 5)....... 49,855 55,133 62,151
Other charges, net (Note 14)................................ 18,429 7,511 --
-------- -------- --------
Income from operations.................................... 4,356 22,773 28,980
Interest expense............................................ (18,119) (21,270) (23,053)
Other income, net........................................... 790 612 374
Foreign exchange transaction gains, net..................... 377 258 683
Gain on sale of equity securities (Note 1).................. -- 3,155 --
-------- -------- --------
Income (loss) before provision for income taxes and
minority interest....................................... (12,596) 5,528 6,984
Provision for income taxes.................................. (5,941) (3,787) (7,436)
Minority interest in (income) loss of subsidiaries.......... (218) 164 254
-------- -------- --------
Net income (loss)......................................... ($18,755) $ 1,905 ($ 198)
======== ======== ========
Basic earnings (loss) per share............................. ($ 0.30) $ 0.04 $ 0.00
======== ======== ========
Diluted earnings (loss) per share........................... ($ 0.30) $ 0.04 $ 0.00
======== ======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-4

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

(DOLLARS IN THOUSANDS)

1997 1998 1999
-------- -------- --------

Net income (loss)........................................... ($18,755) $1,905 ($ 198)
Other comprehensive income (loss):
Foreign currency translation adjustments.................. (2,746) 1,792 (921)
Unrealized investment income (loss), net of income
taxes................................................... 2,885 (990) --
Reclassification adjustments, net......................... -- (1,895) --
-------- ------ -------
Other comprehensive income (loss)........................... 139 (1,093) (921)
-------- ------ -------
Comprehensive income (loss)................................. ($18,616) $ 812 ($1,119)
======== ====== =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-5

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

(DOLLARS IN THOUSANDS)

RETAINED
COMMON STOCK CUMULATIVE UNREALIZED EARNINGS
--------------------- PAID-IN TRANSLATION INVESTMENT (ACCUMULATED
SHARES AMOUNT CAPITAL ADJUSTMENT GAINS, NET DEFICIT)
---------- -------- -------- ----------- ---------- ------------

BALANCE, December 31, 1996.... 64,621,105 $129 $ 1,320 $2,402 $ -- $ 89,088
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ (4,490) (6)
Shares issued in connection
with exercise of stock
options, including related
tax benefits................ 3,992,500 8 17,758 (2)
Purchase of treasury stock....
Sale of treasury stock........ (3,409)
Recapitalization costs........ (864)
Stock dividend................ (18,208) (77,142)
Change during year............ (2,746)
Net loss...................... (18,755)
Unrealized investment gains,
net of income taxes......... 2,885
---------- ---- -------- ------ ------- ----------
BALANCE, December 31, 1997.... 68,609,115 $137 $ -- ($ 344) $ 2,885 ($ 10,220)
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ (40,500) (36)
Shares issued in connection
with exercise of stock
options, including related
tax benefits................ 2,000 (406)
Purchase of treasury stock....
Sale of treasury stock........ (108)
Issuance of shares in
connection with
acquisitions................ (1,147)
Change during year............ 1,792
Unrealized investment gains,
net of income taxes......... (2,885)
Net income.................... 1,905
---------- ---- -------- ------ ------- ----------
BALANCE, December 31, 1998.... 68,570,615 $137 $ -- $1,448 $ -- ($ 10,012)
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ (55,100) (57)
Net shares issued in
connection with exercise of
stock options, including
related tax benefits........ (2,628)
Compensation expense
recognized in connection
with grant of stock
options..................... 1,827
Purchase of treasury stock....
Change during year............ (921)
Net loss...................... (198)
---------- ---- -------- ------ ------- ----------
BALANCE, December 31, 1999.... 68,515,515 $137 $ 1,827 $ 527 $ -- ($ 12,895)
========== ==== ======== ====== ======= ==========

TREASURY STOCK
----------------------- DEFERRED
SHARES AMOUNT COMPENSATION
----------- --------- -------------

BALANCE, December 31, 1996.... 3,889,345 ($ 11,128) ($1,218)
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ 194
Shares issued in connection
with exercise of stock
options, including related
tax benefits................ (1,000) 4
Purchase of treasury stock.... 46,947,345 (208,882)
Sale of treasury stock........ (5,520,800) 24,468
Recapitalization costs........ (3,252)
Stock dividend................ (21,731,645) 95,342
Change during year............
Net loss......................
Unrealized investment gains,
net of income taxes.........
----------- --------- -------
BALANCE, December 31, 1997.... 23,583,245 ($103,448) ($1,024)
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ 229
Shares issued in connection
with exercise of stock
options, including related
tax benefits................ (215,515) 932
Purchase of treasury stock.... 82,140 (227)
Sale of treasury stock........ (50,000) 219
Issuance of shares in
connection with
acquisitions................ (580,230) 3,183
Change during year............
Unrealized investment gains,
net of income taxes.........
Net income....................
----------- --------- -------
BALANCE, December 31, 1998.... 22,819,640 ($ 99,341) ($ 795)
Net shares forfeited in
connection with restricted
stock plan including
deferred compensation and
amortization................ 229
Net shares issued in
connection with exercise of
stock options, including
related tax benefits........ (1,101,215) 4,821
Compensation expense
recognized in connection
with grant of stock
options.....................
Purchase of treasury stock.... 528,265 (2,400)
Change during year............
Net loss......................
----------- --------- -------
BALANCE, December 31, 1999.... 22,246,690 ($ 96,920) ($ 566)
=========== ========= =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-6

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

(DOLLARS IN THOUSANDS)

1997 1998 1999
--------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ (18,755) $ 1,905 $ (198)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization of intangibles............ 6,372 8,398 9,544
Amortization of deferred financing costs................ 1,287 1,545 1,545
Other costs of product sales (Note 13).................. -- -- 2,703
Purchased in-process research and development charges
(Note 12).............................................. -- 6,120 --
Amortization of acquired inventory step-up (Note 12).... 800 1,500 1,000
Compensation expense from stock options (Notes 5 and
11).................................................... 9,436 -- 1,827
Gain on sale of equity securities....................... -- (3,155) --
Minority interest in net income (loss) of
subsidiaries........................................... 218 (164) (254)
Deferred income taxes, net.............................. 1,113 (1,407) 560
(Gain) loss on sale of property, net.................... -- (426) 147
Other, net.............................................. 39 41 (349)
Changes in assets and liabilities excluding effects of
acquisitions and dispositions:
Decrease (increase) in accounts receivable............ 3,077 (2,613) (11,371)
(Increase) decrease in inventories.................... (3,469) (1,971) 3,126
Decrease (increase) in other current assets........... 852 (25) (79)
(Increase) decrease in other noncurrent operating
assets............................................... (797) (1,387) 582
Increase (decrease) in accounts payable and other
accrued expenses..................................... 4,047 1,702 (3,043)
(Decrease) increase in deferred income................ (333) (741) 1,552
(Decrease) increase in other noncurrent liabilities... (1,647) 3,637 (807)
--------- -------- --------
Net cash provided by operating activities............... 2,240 12,959 6,485
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of acquired cash........... (7,491) (12,025) (28,539)
Investments in equity securities.......................... (9,065) (68) --
Capital expenditures...................................... (3,622) (6,214) (9,970)
Product lines, patent rights and licenses acquired........ (2,036) (2,889) (1,292)
Proceeds from sale of fixed assets and investments........ 5 4,181 --
--------- -------- --------
Net cash used for investing activities.................. (22,209) (17,015) (39,801)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 206,710 41,500 57,388
Repayments of long-term debt.............................. (14,992) (43,058) (22,700)
Purchase of treasury stock................................ (208,882) (121) (281)
Proceeds from sale of treasury stock...................... 21,059 481 299
(Decrease) increase in notes payable to banks............. (1,595) 1,291 174
Proceeds from exercise of stock options, including tax
benefits................................................ 8,333 57 --
Recapitalization fees deferred or charged to equity (Note
11)..................................................... (15,295) -- --
--------- -------- --------
Net cash (used for) provided by financing activities.... (4,662) 150 34,880
--------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... (2,620) 1,260 (1,917)
--------- -------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (27,251) (2,646) (353)
CASH AND CASH EQUIVALENTS, beginning of year................ 37,826 10,575 7,929
--------- -------- --------
CASH AND CASH EQUIVALENTS, end of year...................... $ 10,575 $ 7,929 $ 7,576
========= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest................................................ $ 10,191 $ 20,744 $ 21,002
========= ======== ========
Income taxes............................................ $ 6,842 $ 5,465 $ 6,736
========= ======== ========
NON-CASH TRANSACTIONS:
Stock received in connection with cashless option exercise
(Note 5)................................................ $ -- $ -- $ 1,411
========= ======== ========
Stock issued in connection with acquisitions (Note 12).... $ -- $ 1,620 $ --
========= ======== ========
Stock received in connection with equipment contribution
(Note 12)............................................... $ -- $ 3,186 $ --
========= ======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-7

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997, 1998 AND 1999

1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS--

Packard BioScience Company, a Delaware corporation, and subsidiaries (the
"Company") is a leading global developer, manufacturer and marketer of
instruments and related consumables and services for use in the life sciences
research and nuclear industries.

The Company operates primarily in two industry segments. Through its Packard
division, the Company supplies bioanalytical instruments, and the related
biochemical supplies and services, to the life sciences research industry. The
Canberra division manufactures and sells analytical instruments and systems used
to detect, identify, quantify and monitor radioactive materials for the nuclear
industry and related markets.

CONSOLIDATION--

The accompanying consolidated financial statements include the accounts of
Packard BioScience Company and its majority-owned subsidiaries prepared in
accordance with accounting principles generally accepted in the United States.
All significant intercompany accounts and transactions have been eliminated.

FOREIGN OPERATIONS--

The Company translates foreign currency financial statements using the
current rate method. Translation gains and losses are recorded as a separate
component of stockholders' equity (deficit), cumulative translation adjustment.
Gains and losses result from transactions which are denominated in other than
functional currencies. Such gains and losses are included in foreign exchange
transaction gains, net in the accompanying consolidated statements of income
(loss).

The Company purchases various foreign currency forward contracts primarily
for the purpose of hedging firm inventory purchase commitments. As of
December 31, 1998 and 1999, the Company had total forward contracts outstanding
of approximately $3,320,000 and $2,300,000, respectively, whose settlement
prices substantially approximated year end exchange rates. The following table
summarizes by currency the outstanding forward contracts as of December 31, 1998
and 1999 (in thousands):

1998 1999
-------- --------

Japanese Yen................................................ $1,600 $2,000
British Pound Sterling...................................... 1,200 --
All other................................................... 520 300
------ ------
$3,320 $2,300
====== ======

The forward contracts outstanding at December 31, 1999 mature at various
times through October, 2000. Transaction gains, inclusive of forward contracts
settled, were $377,000, $258,000 and $683,000 in 1997, 1998 and 1999,
respectively.

F-8

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS--

The Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.

INVENTORIES--

Inventories are valued at the lower of cost or market using the first-in,
first-out (FIFO) method. A reserve for potential nonsaleable inventory due to
excess stocks or obsolescence is provided based upon a detailed review of
inventory components, past history, and expected future usage.

PROPERTY, PLANT AND EQUIPMENT--

Property, plant and equipment are recorded at cost. Machinery, equipment,
furniture and leasehold improvements are depreciated using the straight-line
method over their estimated useful lives or term of the lease, if shorter,
ranging from 2 to 20 years. Buildings and improvements are depreciated over 5 to
40 years using the straight-line method.

GOODWILL, NET OF AMORTIZATION--

The Company estimates the life of goodwill for each individual acquisition
based upon the nature of the operations acquired. Goodwill included in the
accompanying consolidated balance sheets is being amortized over 20 to
40 years. As of December 31, 1998 and 1999, accumulated amortization was
approximately $809,000 and $2,186,000, respectively.

DEFERRED FINANCING COSTS, NET OF AMORTIZATION--

Deferred financing costs includes the portion of fees incurred by the
Company for issuance of debt instruments in connection with its 1997
Recapitalization, including the initial purchasers' discount (see Note 11). Such
costs are being amortized over the average life of the debt to which they
relate, ranging from 5 to 10 years. Accumulated amortization of deferred
financing costs was $2,833,000 and $4,378,000 as of December 31, 1998 and 1999,
respectively.

INVESTMENTS--

During 1997 and 1998, the Company held investment securities of a publicly
traded company. Such investments were available for sale and, as such, all
unrealized gains and losses were reflected in a separate component of
stockholders' deficit, net of income taxes. Such investments were sold during
1998 for a gain of $3,155,000.

PATENT RIGHTS AND LICENSE ACQUISITIONS--

The Company capitalizes amounts paid for patent rights and licenses acquired
to manufacture and sell certain products. These amounts are amortized over the
lives of the respective agreements or the estimated lives of the related
products, if shorter. The amortization periods range from 3 to 10 years. As of
December 31, 1998 and 1999, the Company had an unamortized balance of $7,304,000
and

F-9

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
$5,489,000, respectively, associated with patent rights and license
acquisitions, which amounts were reflected in other assets in the accompanying
consolidated balance sheets.

LONG-LIVED ASSETS--

The Company assesses the realizability of long-lived assets based upon the
estimated future profitability and cash flows of such assets. As of
December 31, 1998 and 1999, the Company believes there was no impairment of the
long-lived assets as reported in the accompanying consolidated balance sheets.
Refer to Note 13 for a description of the Company's write-off of certain
long-lived assets during 1999 in connection with a license modification and the
termination of production of a certain product line.

REVENUE RECOGNITION AND DEFERRED INCOME--

For the majority of the Company's product sales, revenue is recognized when
title to a product is transferred or services have been rendered. Revenues from
service contracts are recognized on a straight-line basis over the contract
period. Deferred income results from the advance billing of certain field
service maintenance contracts and other customer advances.

Revenues and estimated profits on long-term contracts are generally
recognized under the percentage-of-completion method of accounting using a
cost-to-cost methodology. Profit estimates are revised periodically based on
changes in facts. Over (under) billings were not material as of December 31,
1998 and 1999.

WARRANTY--

The Company generally provides a warranty for one year subsequent to
installation of its product. The Company accrues for the estimated cost of the
warranty at the time of sale of the related product.

INCOME TAXES--

The Company uses an asset and liability approach for financial accounting
and reporting of income taxes. The provision for income taxes includes Federal,
foreign and state income taxes currently payable and those deferred because of
temporary differences between income reported for tax and financial statement
purposes.

The Company has not provided for possible U.S. taxes on undistributed
earnings of foreign subsidiaries that are considered to be reinvested
indefinitely. Undistributed earnings of foreign subsidiaries considered to be
reinvested indefinitely amounted to $10,310,000 and $15,380,000 at December 31,
1998 and 1999, respectively. If and when earnings are repatriated, credit for
foreign taxes already paid on subsidiary earnings and withholdings may offset a
portion of applicable U.S. income taxes.

EARNINGS PER SHARE--

Basic earnings per share is computed based upon the weighted average shares
outstanding during each of the periods presented. Diluted earnings per share is
computed based upon the weighted

F-10

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
average shares outstanding during each of the periods presented, including the
impact of outstanding options, determined under the treasury stock method, to
the extent their inclusion is dilutive. Basic and diluted weighted average
shares outstanding during the years ending December 31, 1997, 1998 and 1999 are
as follows:

1997 1998 1999
---------- ---------- ----------

Basic weighted average shares
outstanding............................ 62,318,120 45,574,160 45,803,495
Dilutive effect of outstanding stock
options................................ -- 2,109,225 --
---------- ---------- ----------
Diluted weighted average shares
outstanding............................ 62,318,120 47,683,385 45,803,495
========== ========== ==========

For 1997 and 1999, 1,750,240 and 4,651,965 of common stock equivalents,
respectively, were excluded from diluted weighted average shares outstanding as
their effect was antidilutive.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS--

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of income and expenses
during the reporting periods. Operating results in the future could vary from
the amounts derived from management's estimates and assumptions.

DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS--

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value as of December 31, 1998 and 1999:

CASH AND CASH EQUIVALENTS--The carrying amount approximates fair value
because of the short maturity of those instruments.

NOTES PAYABLE--The fair value of the Company's notes payable are
estimated to approximate recorded amounts due to the relative short
maturity.

LONG-TERM DEBT--The fair value of the Company's long-term debt is
estimated based on the quoted market prices for similar issues or on the
current rates offered to the Company for obligations with the same
remaining maturities. The estimated fair value of the Senior Notes (see
Note 4) was $142,500,000 and $137,175,000 at December 31, 1998 and 1999,
respectively. The estimated fair value of all other long-term debt
approximated their carrying amount.

FOREIGN CURRENCY CONTRACTS--The fair value of foreign currency contracts
(primarily used for hedging firm commitments) is estimated by obtaining
closing rates and comparing them to the actual contract rates. The total
value of the open contracts approximated the estimated fair value.

F-11

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS--

Certain prior year amounts have been reclassified to conform with the
current year presentation.

NEW ACCOUNTING STANDARDS--

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes the accounting and
reporting standards for derivative instruments and for hedging activities. The
Company purchases forward contracts to cover foreign exchange fluctuation risks
on intercompany sales to certain of its foreign operations. The Company believes
that such contracts qualify as foreign currency cash flow hedges under SFAS
No. 133 and, as such, gains and losses on such contracts will be presented as a
component of comprehensive income. The effective date of SFAS No. 133 (which was
deferred through the issuance of SFAS No. 137) is the Company's calendar year
commencing January 1, 2001. This statement is not expected to have a material
effect on the Company's consolidated operating results or financial position
upon adoption.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB No. 101"). SAB No. 101, among other things, provides guidance on revenue
recognition when customer acceptance and installation provisions exist. SAB
No. 101 must be adopted by the Company on January 1, 2000. The cumulative effect
of applying SAB No. 101 will be recognized as of January 1, 2000. The Company is
in the process of quantifying the effect of SAB No. 101 on its consolidated
financial position and results of operations.

2. ACCOUNTS RECEIVABLE, NET

Accounts receivable are net of allowances for doubtful accounts totaling
$635,000 and $650,000 as of December 31, 1998 and 1999, respectively.

3. INVENTORIES

Inventories consisted of the following at December 31, 1998 and 1999 (in
thousands):

1998 1999
-------- --------

Raw materials and parts................................... $15,963 $19,028
Work in progress.......................................... 4,189 3,031
Finished goods............................................ 14,210 17,394
------- -------
34,362 39,453
Excess and obsolete reserves.............................. (3,729) (5,262)
------- -------
$30,633 $34,191
======= =======

F-12

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

4. LONG-TERM DEBT

The Company had the following long-term debt at December 31, 1998 and 1999,
as described below (in thousands):

As of December 31, 1998:

INTEREST RATE MATURITY CURRENT LONG-TERM TOTAL
----------------- --------- -------- --------- --------

Senior subordinated notes........ 9.375% 2007 $ -- $150,000 $150,000
Term loan........................ Eurodollar+2.75% 2003 2,035 37,365 39,400
Revolving credit facility........ Eurodollar+2.375% 2002 -- -- --
Notes payable.................... 3.5% -- 7.25% 1999 3,221 -- 3,221
Other obligations................ 1.875% -- 9.0% 1999-2003 1,461 2,752 4,213
------ -------- --------
$6,717 $190,117 $196,834
====== ======== ========

As of December 31, 1999:

INTEREST RATE MATURITY CURRENT LONG-TERM TOTAL
----------------- --------- -------- --------- --------

Senior subordinated notes........ 9.375% 2007 $ -- $150,000 $150,000
Term loan........................ Eurodollar+2.75% 2003 400 36,965 37,365
Revolving credit facility:
Borrowings denominated in U.S.
dollars...................... Eurodollar+2.375% 2002 -- 8,425 8,425
Borrowings denominated in other Cost of
currencies................... funds+2.375% 2002 -- 28,513 28,513
Notes payable.................... 3.9% -- 4.0% 2000 3,197 -- 3,197
Other obligations................ 1.875% -- 10.0% 2000-2004 1,713 1,828 3,541
------ -------- --------
$5,310 $225,731 $231,041
====== ======== ========

During 1997, the Company issued $150,000,000 principal amount of 9.375%
senior subordinated notes (the "Senior Notes") due March 1, 2007. The proceeds
received from the sale of the Senior Notes, net of initial purchasers' discount
of $4,500,000, were used to repay certain of the outstanding indebtedness under
previous obligations and to repurchase certain of the Company's outstanding
common stock (see Note 11). The initial purchasers' discount is reflected as
deferred financing costs in the accompanying consolidated balance sheets and is
being amortized over the term of the Senior Notes (10 years).

The Senior Notes are redeemable, at the option of the Company, after
March 1, 2002, at rates starting at 104.688% of the principal amount reduced
annually through March 1, 2004, at which time they become redeemable at 100% of
the principal amount. According to the terms of the Senior Notes, if a change of
control occurs, as defined, each holder of Senior Notes will have the right to
require the Company to repurchase such holder's Senior Notes at 101% of the
principal amount thereof. Other circumstances exist under the terms of the
Senior Notes which would permit or require the Company to partially redeem the
Senior Notes earlier than their stated maturity date.

F-13

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

4. LONG-TERM DEBT (CONTINUED)
During 1997, the Company also entered into a senior credit agreement (the
"Agreement" and together with the Senior Notes, the "Financings") with a group
of banks which provides for a $40,000,000 term loan and the availability of up
to $75,000,000 in a revolving credit facility with a sub-limit for letters of
credit up to $11,000,000 in the aggregate. The term loan matures in 2003 and
bears interest, at the Company's option, at the customary base rate (defined as
a certain bank's reference rate, or the federal funds rate plus 0.5%, whichever
is higher), plus 1.75% (adjusted downward if the Company achieves certain
financial ratio levels), or at the customary reserve adjusted Eurodollar rate
plus 2.75%. The outstanding revolving credit facility balance, if any, is due
and payable on March 31, 2002. On U.S. dollar denominated borrowings, the
revolving credit facility bears interest, at the Company's option, at the
customary base rate plus 1.375%, or at the customary reserve adjusted Eurodollar
rate plus 2.375% (adjusted downward if the Company achieves certain financial
ratio levels). Outstanding borrowings on the revolving credit facility which are
denominated in currencies other than the U.S. dollar bear interest at the cost
of funds rate plus 2.375% (adjusted downward if the Company achieves certain
financial ratio levels). Cost of funds on non-U.S. dollar borrowings represents
the rate at which deposits in the applicable currency would be offered by banks
participating in the revolving credit facility. A maximum of $50 million can be
borrowed in currencies other than the U.S. dollar. The credit agreement also
provides for a commitment fee of 0.5% (adjusted downward if the Company achieves
certain financial ratio levels) on any unused portion of the revolving credit
facility. At December 31, 1999, the Eurodollar rate and cost of funds rate were
6.04% and 3.53%, respectively.

The Financings contain certain financial covenants including, but not
limited to, a minimum fixed charge ratio test, a minimum interest ratio test and
a maximum leverage ratio and limitations on capital expenditures and technology
acquisitions. The Company is prohibited by the Financings from paying any cash
dividends and is limited in the amount of capital stock that it may repurchase,
the incurrence of additional indebtedness and liens or dispositions of assets by
the Company. In October 1999, the Company obtained an amendment to the
Agreement, which was effective as of September 30, 1999. Among other changes to
the prior terms of the facility, the amendment modified certain of the financial
covenants. The change included increasing the Company's maximum consolidated
leverage ratio (as defined in the Agreement). The maximum allowable consolidated
leverage ratio was 5.35:1.00 at December 31, 1999 and declines to 3.50:1.00
effective December 31, 2002. As of December 31, 1999, the Company was in
compliance with all covenants. In February 2000, the Company amended the
Agreement to increase allowable investments (as defined in the Agreement). In
connection with this amendment, the margins which are added to the base rates
described above were generally increased by 0.50%.

In connection with the Agreement, the Company pledged as collateral
substantially all of the tangible and intangible assets of the Company and most
of its domestic subsidiaries and 65% of the capital stock of the Company's
foreign subsidiaries.

Notes payable existing at December 31, 1998 and 1999, consisted of amounts
outstanding under overseas lines of credit which permitted maximum borrowings of
approximately $12,000,000 and $7,600,000, respectively. Borrowings are due on
demand. At December 31, 1998 and 1999, $3,221,000 and $3,197,000, respectively,
were outstanding under these arrangements with interest rates ranging from 3.5%
to 7.25% and 3.9% to 4.0%, respectively. The weighted average interest rates on
these

F-14

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

4. LONG-TERM DEBT (CONTINUED)
borrowings were 4.1% and 4.3% in 1998 and 1999, respectively. The maximum amount
outstanding on overseas lines of credit during 1998 and 1999 was $3,221,000 and
$3,996,000, respectively.

As of December 31, 1999, aggregate principal payments of long-term debt
during the next five years ending December 31 and thereafter are approximately
as follows (in thousands):

2000........................................................ $ 5,310
2001........................................................ 1,797
2002........................................................ 56,405
2003........................................................ 17,459
2004........................................................ 70
Thereafter.................................................. 150,000
--------
Total....................................................... $231,041
========

5. COMMON STOCK AND STOCK OPTIONS

At December 31, 1999 (see Note 15), the Company had 200,000,000 shares of
authorized common stock with a par value of $.002 per share and 1,000,000 shares
of authorized preferred stock.

The Company has granted non-qualified stock options to selected employees
under the Canberra Industries, Inc. Stock Option Plan of 1971, as amended (the
"1971 Plan") and the Management Stock Incentive Plan (the "1997 Plan") of 1997.
In connection with the 1997 recapitalization (see Note 11), the 1971 Plan was
frozen and no additional options can be granted from this plan. There are
11,124,460 options authorized to be granted under the 1997 Plan of which
3,431,710 are available for grant as of December 31, 1999. No additional options
may be granted under the 1997 Plan after March 4, 2007. The exercise price of
most options at the date of grant is the fair value based upon an independent
appraisal. During 1997, the Company granted 1,325,000 performance options to
various employees with an exercise price of $2.726 which exceeded the $2.225
fair value of the Company's

F-15

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

5. COMMON STOCK AND STOCK OPTIONS (CONTINUED)
stock on the date of grant. The options expire at various dates through the year
2009. A summary of stock option activity is as follows:

WEIGHTED
NUMBER AVG. PRICE
OF SHARES PER SHARE
----------- ----------

Outstanding at December 31, 1996...................... 13,718,500 $1.038
Granted............................................. 4,807,500 2.362
Exercised or purchased by the Company (Note 11)..... (10,719,500) 1.036
----------- ------
Outstanding at December 31, 1997...................... 7,806,500 1.856
Granted............................................. 1,117,500 2.780
Cancelled........................................... (164,000) 2.074
Exercised........................................... (85,000) 1.604
----------- ------
Outstanding at December 31, 1998...................... 8,675,000 1.970
Granted............................................. 2,226,250 3.326
Cancelled........................................... (308,740) 2.266
Exercised........................................... (1,131,215) 0.788
----------- ------
Outstanding at December 31, 1999...................... 9,461,295 $2.420
=========== ======

As of December 31, 1999, the outstanding options had the following
characteristics:

NUMBER
WEIGHTED EXERCISABLE WEIGHTED AVERAGE
WEIGHTED AVERAGE AS OF EXERCISE PRICE
NUMBER RANGE OF AVERAGE REMAINING DECEMBER 31, 1999 AS OF
OUTSTANDING EXERCISE PRICES EXERCISE PRICE CONTRACTUAL LIFE (SEE NOTE 15) DECEMBER 31, 1999
- --------------------- --------------------- -------------- ------------------ ----------------- -----------------

379,045 $0.634 $0.634 Less than one year 379,045 $0.634
1,389,500 $1.286-$1.600 $1.376 5.2 years 1,389,500 $1.376
4,551,500 $2.226-$2.726 $2.370 7.4 years 3,257,500 $2.428
3,141,250 $2.792-$3.352 $3.172 9.3 years 826,250 $3.080
--------- ---------
9,461,295 5,852,295
========= =========

During 1999, 870,955 options were exercised through a "cashless" option
conversion whereby employees tendered mature common shares owned by them with an
aggregate value equivalent to the aggregate option exercise price of those
options being exercised. In addition, common shares with a value equivalent to
the required income tax and other withholdings due by the employees associated
with the exercise of the options were also tendered. A total of 421,080 common
shares were tendered by the employees who participated in the cashless option
exercise.

In December 1999, the Company granted certain options to employees with an
exercise price of $3.352 per share. In accordance with financial reporting
guidelines, compensation expense of $9.1 million will be recorded over the
vesting period of the related options, of which $1.8 million was recorded in
1999 related to 1999 vesting (see Note 15). Such expense is included in selling,
general and administrative expenses in the accompanying consolidated statement
of income (loss).

F-16

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

5. COMMON STOCK AND STOCK OPTIONS (CONTINUED)
If compensation cost for stock options granted under these plans had been
determined under the fair-value based methodology of SFAS No. 123, "Accounting
for Stock-Based Compensation," the Company's net income (loss) would have been
($21,916,000), $366,000 and ($2,249,000) on a pro forma basis for the years
ended December 31, 1997, 1998 and 1999, respectively. For purposes of this
calculation, the fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model (minimum value method) with
the following assumptions:

1997 1998 1999
------------------ ------------------ ------------------

Expected dividend yield....... -- -- --
Expected stock price
volatility.................. N/A N/A N/A
Risk-free interest rate....... 6.04%--6.49% 4.91%--5.89% 5.14%--6.88%
Expected life................. 10 years 10 years 10 years
Weighted average fair value... $0.956 $1.134 $5.714

In connection with the Recapitalization, the Company terminated a restricted
stock plan which provided for the issuance of common stock for no consideration
to officers and key employees, with vesting over an eight-year period. No new
shares can be granted but shares previously issued are still vesting over the
original vesting period. Compensation expense, determined as of the date of
grant, is being recognized ratably in accordance with the vesting schedule.
Compensation expense recognized was $194,000, $191,000 and $178,000 in 1997,
1998 and 1999, respectively. At December 31, 1998 and 1999, $795,000 and
$566,000 of future compensation expense associated with 129,190 and 88,800
unvested shares, respectively, has been deferred and is included in deferred
compensation in the accompanying consolidated balance sheets.

F-17

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

6. INCOME TAXES

The sources of the Company's income (loss) before provision for income taxes
and minority interest were as follows (in thousands):

1997 1998 1999
-------- -------- --------

United States.................................... $(23,207) $(4,655) $(8,998)
Foreign.......................................... 10,611 10,183 15,982
-------- ------- -------
$(12,596) $ 5,528 $ 6,984
======== ======= =======

The provision for (benefit from) income taxes is as follows (in thousands):

1997 1998 1999
-------- -------- --------

Current:
Federal........................................... $ 92 $ (601) $ 535
Foreign........................................... 4,774 4,393 6,288
State............................................. 50 526 57
------ ------ ------
4,916 4,318 6,880
------ ------ ------
Deferred:
Federal........................................... 784 29 312
Foreign........................................... (357) (527) 166
State............................................. 598 (33) 78
------ ------ ------
1,025 (531) 556
------ ------ ------
Total........................................... $5,941 $3,787 $7,436
====== ====== ======

A reconciliation between the income tax expense recognized in the Company's
consolidated statements of income (loss) and comprehensive income (loss) and the
income tax expense computed by

F-18

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

6. INCOME TAXES (CONTINUED)
applying the statutory Federal income tax rate to the income (loss) before
income taxes follows (in thousands):

1997 1998 1999
------------------- ------------------- -------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- -------- -------- -------- -------- --------

Income (loss) before income taxes.............. $(12,596) $5,528 $6,984
======== ====== ======
Income tax (benefit) computed at statutory
rate......................................... $ (4,409) 35% $1,935 35% $2,445 35%
Change in valuation allowance.................. 8,267 (66) (2,291) (41) 5,863 84
Net tax effect relating to foreign operations
and sales.................................... 2,532 (20) 720 13 (972) (14)
Research credits............................... -- -- (654) (12) -- --
State income taxes............................. (444) 4 341 6 201 3
Acquisition-related deductible charges......... -- -- (394) (7) (571) (8)
Acquisition-related nondeductible charges...... 25 -- 4,457 81 351 5
Restricted stock vesting....................... (203) (2) (187) (3) (84) (1)
Other.......................................... 173 2 (140) (3) 203 3
-------- --- ------ --- ------ ---
$ 5,941 (47)% $3,787 69% $7,436 107%
======== === ====== === ====== ===

At December 31, 1998 and 1999, deferred tax assets and liabilities were
comprised of the following (in thousands):

1998 1999
-------- --------

DEFERRED TAX ASSETS:
Net operating loss carryforwards....................... $ 1,374 $ 2,321
Inventory related items................................ 2,290 2,966
Accruals not currently deductible...................... 3,997 3,068
Stock option grant compensation........................ -- 750
Foreign and other tax credit carryforwards............. 5,786 11,356
Other.................................................. 377 315
------- --------
Gross deferred tax assets............................ 13,824 20,776
Less: valuation allowance.............................. (6,902) (12,765)
------- --------
Total deferred tax assets, net of valuation
allowance.......................................... 6,922 8,011
------- --------
DEFERRED TAX LIABILITIES:
International transactions............................. 4,053 3,507
Accelerated depreciation............................... 853 606
Transaction-related tax liabilities.................... 2,861 3,549
Other.................................................. 221 361
------- --------
Total deferred tax liabilities....................... 7,988 8,023
------- --------
Net deferred tax liabilities......................... ($1,066) ($ 12)
======= ========

F-19

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

6. INCOME TAXES (CONTINUED)
At December 31, 1998, the Company had foreign tax credit and state net
operating loss carryforwards (tax effected) totaling approximately
$6.9 million. A valuation reserve was provided against such foreign tax credit
and state net operating loss carryforwards due to the uncertainty of the
Company's ability to utilize such credit carryforwards prior to their
expiration.

At December 31, 1999, the Company had foreign tax credit carryforwards
totaling $10.4 million, which were fully offset by a valuation reserve due to
the uncertainty of the Company's ability to utilize such carryforwards prior to
their expiration. In addition, total state net operating loss carryforwards were
$2.4 million (tax effected) at December 31, 1999, which were fully reserved for,
also due to the uncertainty as to their utilization. The foreign tax credit and
state net operating loss carryforwards expire in 2002 to 2004 and in 2002 and
2003, respectively.

7. BENEFIT PLANS

Packard BioScience Company and certain domestic subsidiaries offer a
contributory defined contribution plan (the "Profit Sharing Plan") covering
substantially all domestic employees who have completed at least one year of
service, as defined. Commencing in 1997, the Profit Sharing Plan provided that
eligible participants may make a basic contribution from 1% to 4% of their
annual pay, with additional contributions allowed up to an additional 11% of
annual pay. The Company makes matching contributions equal to 125% of a
participant's basic contribution, which amounted to approximately $1,600,000,
$1,652,000 and $1,907,000 for the years ended December 31, 1997, 1998 and 1999,
respectively.

Aquila Technologies Group, Inc. ("Aquila") maintains a similar defined
contribution plan whereby Aquila makes a matching contribution equal to a
percentage of the employees' annual salaries, as defined. Matching contributions
were $36,000 and $42,000 during the years ended December 31, 1998 and 1999,
respectively.

The Company also had a noncontributory employee stock ownership plan
("ESOP") and related trust, which was merged into the Profit Sharing Plan in
March 1997. Each year the Company made a contribution from profits, as defined,
of an amount determined by its Board of Directors, but not to exceed 15% of the
aggregate compensation of all participants in the ESOP in any plan year.
Contributions under the ESOP for any individual participant in any year were
limited to the lower of $30,000 or 25% of the participant's compensation. The
trust had used the contributions to first service debt incurred, if any, and
then to purchase outstanding shares of the Company's stock. When employees
terminate their employment with the Company, they may choose to take the ESOP
portion of the Profit Sharing Plan distribution in the form of either cash or
shares of the Company's common stock, based upon the value of the common stock
on the date of distribution.

8. COMMITMENTS AND CONTINGENCIES

The Company conducts certain of its operations from leased facilities and
leases automobiles and various types of machinery and equipment under operating
leases.

F-20

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The following is a schedule of future minimum rental payments under
operating leases that have initial or remaining non-cancelable lease terms
extending beyond December 31, 2000 (in thousands):

2000........................................................ $1,014
2001........................................................ 986
2002........................................................ 853
2003........................................................ 804
2004........................................................ 353
Thereafter.................................................. 1,170
------
$5,180
======

Rental expense for the years ended December 31, 1997, 1998 and 1999, was
approximately $4,037,000, $4,319,000, and $5,199,000, respectively.

The Company has entered into various cooperative research and development
agreements requiring the Company, upon satisfaction of certain criteria, to make
milestone payments and future royalty payments as specified in the agreements.

The Company is currently, and is from time to time, subject to claims and
suits arising in the ordinary course of its business, including those relating
to intellectual property matters, product liability, safety and health and
employment matters. In certain of such actions, plaintiffs request punitive or
other damages that may not be covered by insurance. The Company accrues for
these items as they become known and can be reasonably estimated. It is the
opinion of management that the various asserted claims and litigation in which
the Company is currently involved will not have a material adverse effect on the
Company's consolidated financial position or results of operations. However, no
assurance can be given as to the ultimate outcome with respect to such claims
and litigation. The resolution of such claims and litigation could be material
to the Company's operating results for any particular period depending upon the
level of income for such period.

On November 2, 1998, the Company settled a lawsuit brought against it in
1996 by PerkinElmer Instruments, Inc. (formerly EG&G Instruments, Inc.) ("PE")
alleging patent infringement. The settlement requires the Company to make
payments totaling $10 million to settle the litigation and for a license to the
related technology through 2000. The Company also received a royalty-bearing
license for years subsequent to 2000. The licensed technology was not used
during the period from November 2, 1998 to December 31, 1999. Of the total
payments of $10 million, $7 million had been paid as of December 31, 1999, and
$3 million, which was accrued as of December 31, 1999, was paid in January 2000.
The total settlement of $12.1 million, including legal fees of $2.1 million, was
expensed in 1998 and is included in other charges, net in the accompanying
consolidated statement of income (loss).

On April 26, 1999, an action was filed by PE alleging that the Company
infringed a patent, which issued on February 16, 1999. A settlement has been
reached with PE that will require the Company to make a one-time settlement
payment in the amount of $100,000, as well as royalty payments on future product
sales which include the patented technology and certain other patented
technologies. The settlement amount was accrued as of December 31, 1999.

F-21

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company has received a Demand for Arbitration filed by Instrumentation
Development, Inc. ("IDI") with the American Arbitration Association. The demand
alleges breach of a collaboration and license agreement, and requests damages in
the range of $1 to $3 million. The Company is in the process of evaluating the
merits of the claim, if any, and intends to vigorously defend this action.
Management believes that this matter will not have a material adverse effect on
the consolidated results of operations or financial position of the Company and
has accrued for the estimated settlement of such claim as of December 31, 1999.

The Company and provincial authorities in Groningen, The Netherlands, are in
the process of negotiating a remediation plan involving groundwater
contamination at the Company's Duinkerkenstraat facility. Asserting that the
causes of this contamination entirely predate the Company's acquisition of this
location in 1986, the Company had sought indemnification under the purchase
agreement from the prior owner of the property. The Company accepted a payment
in 1998 of $1.25 million from the prior owner and fully released them from their
indemnification obligations. Such amount primarily represented reimbursement for
remediation costs previously paid for by the Company and estimated remaining
remediation costs. The Company has accrued for the estimated remaining
obligation to remediate the site; however, there can be no assurance that the
Company will not incur any additional costs.

9. RELATED PARTY TRANSACTIONS

The accompanying consolidated statements of income (loss) include revenues
from CIS bio international of approximately $4,968,000 for 1997, and
reimbursements of research and development expenses of $236,000 for 1997. CIS
bio international was an affiliate of a significant stockholder prior to the
1997 recapitalization (see Note 11). As of the 1997 recapitalization, CIS bio
international is no longer a related party.

In connection with the 1997 recapitalization, Stonington Partners, Inc., the
management company for the Company's majority shareholder, received a
structuring fee and reimbursement for certain expenses totaling $2.6 million in
the aggregate.

10. GEOGRAPHIC INFORMATION AND INDUSTRY SEGMENTS

The Company operates predominately in three major geographic areas and two
industry segments. Transfers between geographic areas are made at the estimated
market value of the merchandise transferred. The eliminations result from
intercompany or intersegment sales, receivables and profit in inventory.

F-22

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

10. GEOGRAPHIC INFORMATION AND INDUSTRY SEGMENTS (CONTINUED)
The following tables summarize the Company's operations by geographic area
and industry segment for 1997, 1998 and 1999 (in thousands):

GEOGRAPHIC AREA 1997 1998 1999
- --------------- -------- -------- --------

Revenues*
United States, including third party export
sales**................................... $104,764 $143,909 $124,135
Europe...................................... 66,297 72,860 120,666
Japan....................................... 13,052 11,395 20,091
-------- -------- --------
Total consolidated........................ $184,113 $228,164 $264,892
======== ======== ========
Income (loss) from operations
United States, including export sales***.... $ (4,525) $ 13,053 $ 12,885
Europe...................................... 6,862 10,177 10,082
Japan....................................... 2,989 2,456 5,292
Eliminations, net........................... (970) (2,913) 721
-------- -------- --------
Total consolidated........................ $ 4,356 $ 22,773 $ 28,980
======== ======== ========
Total assets
United States............................... $121,692 $144,023 $185,994
Europe...................................... 43,339 38,807 53,874
Japan....................................... 8,737 9,802 11,288
Eliminations, net........................... (33,117) (23,498) (45,161)
-------- -------- --------
Total consolidated........................ $140,651 $169,134 $205,995
======== ======== ========

- ------------------------

* Includes only revenues from unaffiliated customers.

** Includes $30,690,000, $33,834,000 and $31,979,000 of third-party export
sales for 1997, 1998 and 1999, respectively.

*** Income (loss) from operations for 1997 includes recapitalization charges of
$18,429,000 and $800,000 to expense the fair market value adjustment
associated with acquired inventories. Income from operations for 1998
includes a $1,500,000 charge to expense the fair market value adjustment
associated with acquired inventories, a $6,120,000 charge for purchased
in-process research and development, a litigation settlement charge of
$12,144,000, including legal fees, and a gain on the sale of the gas
generation product line of $10,753,000. Income from operations for 1999
includes a $2,703,000 charge associated with terminating the production of a
product and modifying a license arrangement, a $1,000,000 charge to expense
the fair market value adjustment associated with acquired inventories and a
$1,827,000 compensation charge associated with the 1999 vesting of stock
options granted to certain employees in December 1999.

F-23

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

10. GEOGRAPHIC INFORMATION AND INDUSTRY SEGMENTS (CONTINUED)

INDUSTRY SEGMENT 1997 1998 1999
- ---------------- -------- -------- --------

Revenues*
Packard................................................... $120,286 $146,237 $158,889
Canberra.................................................. 63,827 81,927 106,003
-------- -------- --------
Total consolidated...................................... $184,113 $228,164 $264,892
======== ======== ========
Income (loss) from operations
Packard**................................................. $ 17,654 $ 19,763 $ 20,409
Canberra***............................................... 7,649 14,484 12,031
General corporate expenses................................ (2,518) (3,963) (3,460)
Other charges, net****.................................... (18,429) (7,511) --
-------- -------- --------
Total consolidated...................................... $ 4,356 $ 22,773 $ 28,980
======== ======== ========
Capital expenditures
Packard................................................... $ 1,650 $ 4,669 $ 5,779
Canberra.................................................. 1,972 1,545 4,191
-------- -------- --------
Total consolidated...................................... $ 3,622 $ 6,214 $ 9,970
======== ======== ========
Depreciation and amortization
Packard................................................... $ 3,396 $ 5,322 $ 6,166
Canberra.................................................. 2,976 3,076 3,378
-------- -------- --------
Total consolidated...................................... $ 6,372 $ 8,398 $ 9,544
======== ======== ========
Total assets
Packard................................................... $ 95,540 $100,214 $118,532
Canberra.................................................. 45,111 68,920 87,463
-------- -------- --------
Total consolidated...................................... $140,651 $169,134 $205,995
======== ======== ========

- ------------------------

* Includes only revenues from unaffiliated customers.
** The 1998 amount includes $1,500,000 to expense the fair
market value adjustment associated with acquired
inventories. The 1999 amount includes a $1,035,000
compensation charge associated with the 1999 vesting of
options granted to certain employees in December 1999.
*** The 1997 amount includes a $800,000 charge to expense the
fair market value adjustment associated with acquired
inventories. The 1999 amount includes a $792,000
compensation charge associated with the 1999 vesting of
options granted to employees in December 1999 and $1,000,000
to expense the fair market value adjustment associated with
acquired inventories.
**** The 1997 amount represents recapitalization expenses. The
1998 amount consists of a $12,144,000 charge to settle
litigation, including legal fees, a $6,120,000 charge for
purchased in-process research and development and a
$10,753,000 gain realized on the sale of the gas genera-
tion product line.

F-24

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

11. RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

On March 4, 1997, Stonington Capital Appreciation 1994 Fund, L.P.
("Stonington") acquired approximately 69% of the common stock of the Company on
a fully-diluted basis as a result of the transactions described below. The
transactions included (a) acquisition by Stonington and certain other investors
of $54.0 million of common stock from certain continuing stockholders,
(b) acquisition by Stonington of $17.5 million of common stock from the Company,
(c) a tender offer by the Company to all non-continuing stockholders for
$208.6 million and (d) cancellation of all stock options held by the
non-continuing stockholders for $3.3 million. The price per share for the above
transactions was $2.225, except for the option redemption where the price was
$2.225, less the exercise price of such stock options. The Company used the
proceeds of the stock offering, $8.3 million from the exercise of certain
options, cash on hand and $190.0 million in proceeds from the financings to
redeem the shares in the tender offer, purchase certain outstanding options
(approximately $12.9 million) and pay transaction fees and expenses
(approximately $21.5 million), of which $2.6 million was paid to Stonington
Partners, Inc. All of the foregoing transactions are collectively referred to as
the Recapitalization. The transaction fees and expenses include costs associated
with the stock offering, the Financings and other expenses. As a part of the
Recapitalization, the Company and certain executives of the Company who were
party to a supplemental retirement plan (SERP) agreed to terminate the plan for
a payment of $2.4 million in the aggregate. The transaction fees and expenses
also include the cost of terminating the SERP. Approximately $18,429,000 of
Recapitalization related expenses have been included as other charges, net in
the accompanying consolidated statement of income (loss) for 1997 (see
Note 14).

Pursuant to the terms of the Stockholders' Agreement among the Company,
Stonington, certain other stockholders of the Company, and certain members of
management of the Company ("Management Stockholders"), the Management
Stockholders have the right, prior to the earlier of an initial public offering
of common stock of the Company (see Note 15) and the tenth anniversary of the
Recapitalization, to require the Company to purchase common stock and options
held by such Management Stockholders upon termination of employment due to
death, disability, retirement or certain cases of involuntary termination. Under
certain circumstances, the Company may pay or may be required to pay for the
common stock or options with a subordinated note of the Company. No such rights
have been exercised by the Management Stockholders or the Company. As of
December 31, 1999, if the Company was required to repurchase all of the common
stock and options held by such Management Stockholders, the estimated aggregate
cost would be approximately $11 million, based on the formula in the
Stockholders' Agreement.

12. ACQUISITIONS

In May 1997, a subsidiary of the Company, Packard Japan KK ("PJKK"), entered
into an agreement, for a fixed amount denominated in Japanese yen, to acquire
the 40% interest held by its minority stockholder for approximately
$7.5 million. The agreement obligated PJKK to acquire approximately 60% of the
minority interest in 1997, 20% in 1998 and the remainder in 1999. Under the
agreement, the minority stockholder has surrendered the rights to any dividends
from PJKK subsequent to December 31, 1996. The Company has reflected the
acquisition in full as of the effective date of the agreement which was
April 1, 1997, and, as a result, the minority interest has been eliminated and
the related acquisition obligations as well as resulting goodwill have been
recorded as of such date.

F-25

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

12. ACQUISITIONS (CONTINUED)
On September 3, 1997, the Company acquired all of the outstanding common
stock of Aquila, a manufacturer and distributor of surveillance cameras,
electronic seals and other equipment utilized in the safeguarding of nuclear
materials, and an original equipment manufacturer of process control equipment.
The Company acquired Aquila for approximately $6.7 million in cash with
additional future payments to be made contingent upon post-acquisition operating
results through December 31, 1999 up to a maximum of $10.4 million in additional
payments. During the period September 1, 1997, through December 31, 1999,
contingent payments totaling $5.7 million have been earned and accrued.

On March 31, 1998, the Company acquired all of the outstanding common stock
of Carl Creative Systems, Inc. (now known as CCS Packard, Inc.) ("CCS"), a
developer, manufacturer and distributor of ultra-high throughput liquid handling
systems used in the life science, in-vitro diagnostics and pharmaceutical drug
discovery markets. The Company issued 544,415 common shares of the Company
(valued at $2.792 per share) and paid $6.3 million in cash, including costs
incurred in connection with the acquisition. Allocation of the purchase price to
the net assets acquired resulted in a charge of $2.68 million for purchased
in-process research and development which had not reached technological
feasibility and had no probable alternative future uses. The value assigned to
purchased in-process research and development was determined by an independent
appraisal, utilizing the percentage-of-completion method. The acquisition also
resulted in a charge of $1.0 million during the three months ended June 30,
1998, to expense the step-up of inventory to fair value recorded at the date of
acquisition. Additional contingent payments, up to a maximum of $18.7 million,
may be made through 2002, contingent upon CCS achieving certain post acquisition
operating performance levels through December 31, 2001. During the period
April 1, 1998 to December 31, 1999, contingent payments totaling $9.4 million
have been earned and accrued.

On July 1, 1998, the Company acquired 100% of the outstanding common stock
of BioSignal, Inc. ("BioSignal"), a biotechnology company located in Canada.
Prior to the July acquisition, the Company owned a 19% interest in BioSignal.
The Company acquired the remaining 81% ownership interest for approximately
$8.6 million in cash and 35,815 shares of the Company's common stock valued at
$2.792 per share. In connection with the acquisition, the Company recognized a
charge of $3.44 million associated with purchased in-process research and
development which had not reached technological feasibility and had no probable
future uses. The value assigned to purchased in-process research and development
was determined by an independent appraisal, utilizing the
percentage-of-completion method. The acquisition also resulted in a charge of
$0.5 million during the three months ended September 30, 1998, to expense the
step-up of inventory to fair value recorded at the date of acquisition.

On October 1, 1998, the Company obtained a controlling interest (55%) in
Mobile Characterization Services LLC ("MCS"), a limited liability company that
was formed to provide waste characterization services. The controlling interest
was achieved through the Company's contribution of equipment to MCS, which are
used to perform the characterization, as well as contributed services. The
results of MCS from October 1, 1998 through December 31, 1999 are included in
the accompanying consolidated statements of income (loss).

On January 7, 1999, the Company acquired substantially all of the net
operating assets of Harwell Instruments from AEA Technologies plc, located in
the United Kingdom. A new subsidiary called Harwell Instruments, Ltd.
("Harwell") was formed to execute the acquisition. Harwell manufactures

F-26

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

12. ACQUISITIONS (CONTINUED)
and distributes nuclear instrumentation used in waste assay, safeguards, and
decommissioning and decontamination. The Company paid 6.0 million British pounds
sterling (approximately $10.0 million, including acquisition costs, based upon
foreign exchange rates in effect at time of acquisition) to acquire Harwell.
There was no inventory step-up in connection with this acquisition as Harwell
follows the percentage-of-completion method of revenue recognition.

On April 1, 1999, the Company acquired the net operating assets of
Tennelec/Nucleus, Inc. and formed a new subsidiary, Tennelec, Inc. ("Tennelec")
to effect the purchase. Tennelec manufactures and distributes nuclear
instrumentation and high-purity germanium crystals. The Company paid
approximately $10.7 million, including acquisition costs, for the net operating
assets received. The net operating assets reflect an accrual of approximately
$300,000 for estimated exit costs, as defined. The acquisition resulted in a
$1.0 million charge during the three months ended June 30, 1999, to expense the
step-up of inventory to fair value recorded at the date of acquisition.

All of the above acquisitions have been accounted for using the purchase
method of accounting and, accordingly, the purchase prices have been allocated
to the assets purchased and the liabilities assumed based upon the estimated
fair values at the dates of acquisition. The excess of the purchase prices, in
the aggregate, over the fair values of the net assets acquired was approximately
$44.1 million (including the earned contingent payments referred to above) and
has been reflected as goodwill in the accompanying consolidated balance sheets.
As contingent payments are earned, the related goodwill will increase. The
goodwill associated with these acquisitions is being amortized on a
straight-line basis over 20 to 40 years from the initial acquisition dates.

The operating results of all acquisitions have been reflected in the
accompanying condensed consolidated statements of income (loss) since their
dates of acquisition. The following unaudited consolidated information is
presented on a pro forma basis, as if the acquisitions had occurred as of the
beginning of the periods presented. In the opinion of management, the pro forma
information reflects all adjustments necessary for a fair presentation. The pro
forma adjustments consist of: addback of nonrecurring charges taken in
connection with the acquisitions associated with in-process research and
development costs and acquired inventory step-up write-offs, amortization of
goodwill associated with the acquisitions, adjustments to certain historical
compensation levels to be more indicative of post-acquisition levels,
adjustments to reflect additional interest expense relating to the financing of
the acquisitions and adjustments to reflect the related income tax effects, if
any, of the above. No pro forma adjustments have been included for the sale of
the gas generation product line (see Note 14) since the effect is not material.

1998 1999
---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)

UNAUDITED

Net sales........................................... $252,805 $268,196
Income from operations.............................. 35,879 30,631
Net income.......................................... 10,646 1,235
Basic income per share.............................. 0.22 0.03

F-27

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

13. OTHER COSTS OF PRODUCT SALES

During 1999, the Company modified an existing license agreement and
terminated the production of an OEM clinical product. The modification and
termination resulted in a $2.7 million charge to cost of sales to expense the
remaining deferred licensing fees associated with the modified license
($0.9 million), reserve the value of the estimated excess inventory of the
terminated product ($1.6 million) and write-off the net book value of the
equipment used to manufacture the terminated product ($0.2 million). The charge
associated with the license fee was based upon the estimated future cash flows
associated with the underlying products.

14. OTHER OPERATING CHARGES, NET

Other operating charges, net in the accompanying consolidated statements of
income (loss) consists of the following (in thousands):

1997 1998
-------- --------

Recapitalization charges (Note 11)........................ $18,429 $ --
Purchased in-process research and development charges
(Note 12)............................................... -- 6,120
Settlement of litigation (Note 8)......................... -- 12,144
Gain on sale of product line.............................. -- (10,753)
------- -------
$18,429 $ 7,511
======= =======

In December 1998, the Company sold Packard's gas generation product line,
realizing a pre-tax gain of approximately $10.8 million.

15. SUBSEQUENT EVENTS

In March 2000, the Company acquired a 51% equity interest in Carl Consumable
Products, LLC ("CCP") for an initial cash payment of $510,000, with an option to
acquire the remaining 49% equity interest for (a) a cash payment of $490,000,
plus (b) earn-out payments equal to 25% of the operating profit (as defined in
the purchase agreement) of CCP in excess of $530,000 which is generated during
the four-year period following exercise of the option (unless the option is
exercised prior to March 6, 2001, in which case the applicable earn-out
percentage will be increased from 25% to 35%). CCP is a new company formed to
design and manufacture sophisticated pipettes used in the liquid dispensing
process of drug discovery and genomic research.

In March 2000, the Company filed a Form S-1 registration statement with the
Securities and Exchange Commission to register common stock for public sale. The
offering was priced on April 19, 2000 at $9.00 per share and will raise
$108 million before consideration of the underwriters' over-allotment and
expenses associated with the offering. The Company plans to utilize a portion of
the proceeds from the offering to repay the balance outstanding on the term loan
and to reduce the amount outstanding on the U.S. dollar denominated portion of
the revolving credit facility. A portion of the proceeds will be used to
increase spending associated with research and development, new product
development, enhancement to existing products and strategic collaborations and
acquisitions. Additionally, the Company may make open market purchases of its
Senior Notes depending on prevailing market prices for the Senior Notes and
other factors deemed relevant by management. The

F-28

PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997, 1998 AND 1999

15. SUBSEQUENT EVENTS (CONTINUED)
initial public offering will not result in a change in control, as defined in
the Senior Notes. Accordingly, the Company is not required to repurchase any
Senior Notes as a result of the offering.

Upon consummation of the offering, the Management Stockholders' right to
require the Company to purchase common stock and options held by such Management
Stockholders, in certain circumstances, will terminate. The Company has included
the related common stock in stockholders' equity (deficit) in the accompanying
consolidated balance sheets.

On March 20, 2000, the Company's Board of Directors approved a 5 for 1 split
of the Company's common stock, changed the par value of the Company common stock
to $0.002 and increased the number of authorized shares of common stock to
200,000,000. As a result, all share and per share information included in the
accompanying consolidated financial statements and notes thereto, have been
restated to reflect the effect of the split.

On March 20, 2000, the Company's Board of Directors also approved the
acceleration of the vesting of all outstanding unvested stock options, making
them 100% vested, effective March 17, 2000. This will result in the expensing of
the remaining non-cash compensation charge of $7.2 million in the quarter ending
March 31, 2000 (see Note 5).

In March 2000, certain members of the Company's management volunteered to
transfer by gift 108,100 shares of their own Company common stock to
substantially all of the Company's employees who did not own shares or options
to purchase shares of the Company's stock on the date of the gifting. This will
result in a non-cash compensation charge to the Company of approximately
$1.0 million in the quarter ending March 31, 2000.

The Company intends to terminate certain product lines associated with its
Harwell acquisiton. Harwell will eliminate certain positions and facilities
resulting in a charge of approximately $2.5 million in the quarter ending
March 31, 2000.

F-29

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Through and including May 14, 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

12,000,000 SHARES

[PACKARD BIOSCIENCE LOGO]

COMMON STOCK

----------------

P R O S P E C T U S
----------------

MERRILL LYNCH & CO.
CHASE H&Q
ROBERT W. BAIRD & CO.
BANC OF AMERICA SECURITIES LLC
THOMAS WEISEL PARTNERS LLC

APRIL 19, 2000

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

P_R_O_S_P_E_C_T_U_S

12,000,000 SHARES

[PACKARD BIOSCIENCE LOGO]

COMMON STOCK

-------------

This is Packard BioScience Company's initial public offering. Packard
BioScience Company is selling all of the shares. The international managers are
offering 2,400,000 shares outside the U.S. and Canada and the U.S. underwriters
are offering 9,600,000 shares in the U.S. and Canada.

Currently, no public market exists for the shares. The shares have been
approved for quotation on the Nasdaq National Market under the symbol "PBSC."

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
----------------

PER SHARE TOTAL
--------- -----

Public offering price....................................... $9.00 $108,000,000

Underwriting discount....................................... $.63 $7,560,000

Proceeds, before expenses, to Packard BioScience............ $8.37 $100,440,000

The international managers may also purchase up to an additional 360,000
shares from Packard BioScience Company and certain stockholders at the public
offering price, less the underwriting discount, within 30 days from the date of
this prospectus to cover over-allotments. The U.S. underwriters may similarly
purchase up to an additional 1,440,000 shares from Packard BioScience Company
and certain stockholders.

The shares will be ready for delivery on or about April 26, 2000.

------------------

MERRILL LYNCH INTERNATIONAL

CHASE H&Q

ROBERT W. BAIRD & CO.

BANK OF AMERICA INTERNATIONAL LIMITED

THOMAS WEISEL PARTNERS INTERNATIONAL LIMITED
-----------

The date of this prospectus is April 19, 2000.

TABLE OF CONTENTS

PAGE
--------

Prospectus Summary.......................................... 1
Risk Factors................................................ 6
Use of Proceeds............................................. 15
Dividend Policy............................................. 15
Capitalization.............................................. 16
Dilution.................................................... 17
Selected Historical Consolidated Financial Data............. 18
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 19
Business.................................................... 29
Management.................................................. 62
Related Party Transactions.................................. 74
Security Ownership by Management and Principal
Stockholders.............................................. 75
Description of Capital Stock................................ 78
Description of Indebtedness................................. 80
Shares Eligible for Future Sale............................. 82
Material United States Federal Tax Considerations for
Non-U.S. Holders.......................................... 84
Underwriting................................................ 87
Legal Matters............................................... 92
Experts..................................................... 92
Where You Can Find Additional Information................... 92
Index to Consolidated Financial Statements.................. F-1

------------------------

Unless otherwise indicated, all information in this prospectus reflects:

- a 5 for 1 split of our common stock effective as of March 21, 2000; and

- the filing of an amended and restated certificate of incorporation with
the Secretary of State of the State of Delaware on March 21, 2000.

------------------------

UNDERWRITING

We intend to offer the shares outside the U.S. and Canada through the
international managers and in the U.S. and Canada through the U.S. underwriters.
Merrill Lynch International, Chase Manhattan International Limited, Robert W.
Baird & Co. Incorporated, Bank of America International Limited and Thomas
Weisel Partners International Limited are acting as lead managers for the
international managers named below. Subject to the terms and conditions
described in an international purchase agreement among us, certain stockholders
and the international managers, and concurrently with the sale of shares to the
U.S. underwriters, we have agreed to sell to the international managers, and the
international managers severally have agreed to purchase from us, the number of
shares listed opposite its name below.

NUMBER
INTERNATIONAL MANAGER OF SHARES
--------------------- ---------

Merrill Lynch International................................. 960,000
Chase Manhattan International Limited....................... 600,000
Robert W. Baird & Co. Incorporated.......................... 280,000
Bank of America International Limited....................... 280,000
Thomas Weisel Partners International Limited................ 280,000
---------
Total............................................. 2,400,000
=========

We and certain stockholders have also entered into an U.S. purchase
agreement with the U.S. underwriters for sale of the shares in the U.S. and
Canada for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities Inc., Robert W. Baird & Co. Incorporated, Banc of America Securities
LLC and Thomas Weisel Partners LLC are acting as U.S. representatives. Subject
to the terms and conditions in the U.S. purchase agreement, and concurrently
with the sale of shares to the international managers pursuant to the
international purchase agreement, we have agreed to sell to the U.S.
underwriters, and the U.S. underwriters severally have agreed to purchase
9,600,000 shares from us. The initial public offering price per share and the
total underwriting discount per share are identical under the international
purchase agreement and the U.S. purchase agreement.

The international managers and the U.S. underwriters have agreed to purchase
all of the shares sold under the international and U.S. purchase agreements if
any of these shares are purchased. If an underwriter defaults, the U.S. and
international purchase agreements provide that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreements may be
terminated. The closings for the sale of shares to be purchased by the
international managers and the U.S. underwriters are conditioned on one another.

We and certain stockholders have agreed to indemnify the international
managers and the U.S. underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to payments the
international managers and U.S. underwriters may be required to make in respect
of those liabilities.

officers, directors or other controlling persons, except with respect to its
contractual relationship with us pursuant to the underwriting agreement entered
into in connection with this offering.

COMMISSIONS AND DISCOUNTS

The lead managers have advised us that the international managers propose
initially to offer the shares to the public at the initial public offering price
listed on the cover page of this prospectus, and to dealers at that price less a
concession not in excess of $.37 per share. The international managers may
allow, and the dealers may reallow, a discount not in excess of $.10 per share
to other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The following table shows the public offering price, underwriting discount
and proceeds before expenses to Packard BioScience Company and, if any, to
certain stockholders. The information assumes either no exercise or full
exercise by the international managers and the U.S. underwriters of their
over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- ------------

The expenses of the offering, not including the underwriting discount, are
estimated at $2,425,000 and are payable by Packard BioScience Company.

OVER-ALLOTMENT OPTIONS

We and certain stockholders have granted options to the international
managers to purchase up to 360,000 additional shares at the public offering
price less the underwriting discount. The international managers may exercise
these options for 30 days from the date of this prospectus solely to cover any
over-allotments. If the international managers exercise these options, each
international manager will be obligated, subject to conditions contained in the
purchase agreements, to purchase a number of additional shares proportionate to
that international manager's initial amount reflected in the above table.

We and certain stockholders have also granted options to the U.S.
underwriters, exercisable for 30 days from the date of this prospectus, to
purchase up to 1,440,000 additional shares to cover any over-allotments on terms
similar to those granted to the international managers.

INTERSYNDICATE AGREEMENT

The international managers and the U.S. underwriters have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the international managers and the U.S.
underwriters may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the international managers and any dealer to
whom they sell shares will not offer to sell or sell shares to U.S. or Canadian
persons or to persons they believe intend to resell to U.S. or Canadian persons,
except in the case of transactions under the intersyndicate agreement.
Similarly, the U.S. underwriters and any dealer to whom they sell shares will
not offer to sell or sell shares to persons who are non-U.S. or non-Canadian
persons or to persons they believe intend to resell to persons who are non-U.S.
or non-Canadian persons, except in the case of transactions under the
intersyndicate agreement.

RESERVED SHARES

At our request, the underwriters have reserved for sale, at the initial
public offering price, up to 1,200,000 shares offered by this prospectus for
sale to some of our directors, officers, employees, business associates and
related persons. If these persons purchase reserved shares, this will reduce the
number of shares available for sale to the general public. Any reserved shares
that are not orally confirmed for purchase within one day of the pricing of the
offering will be offered by the underwriters to the general public on the same
terms as the other shares offered by this prospectus.

NO SALES OF SIMILAR SECURITIES

- offer, pledge, sell, or contract to sell any common stock;

- sell any option or contract to purchase any common stock;

- purchase any option or contract to sell any common stock;

- grant any option, right or warrant for the sale of any common stock;

- lend or otherwise dispose of or transfer any common stock;

- request or demand that we file a registration statement related to the
common stock; or

QUOTATION ON THE NASDAQ NATIONAL MARKET

The shares have been approved for quotation on the Nasdaq National Market,
subject to notice of issuance, under the symbol "PBSC."

- the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us;

- our financial information;

- the history of, and the prospects for, our company and the industry in
which we compete;

- an assessment of our management, its past and present operations, and the
prospects for, and timing of, our future revenues;

- the present state of our development; and

- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible
that after the offering the shares will not trade in the public market at or
above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the
aggregate to accounts over which they exercise discretionary authority.

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

UK SELLING RESTRICTIONS

Each international manager has agreed that:

- it has not offered or sold and will not offer or sell any shares of common
stock to persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which do not constitute an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;

- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the common stock in, from or otherwise involving the United
Kingdom; and

- it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issuance
of common stock to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 as amended by the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1997 or is a person to whom such
document may otherwise lawfully be issued or passed on.

NO PUBLIC OFFERING OUTSIDE THE UNITED STATES

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of common
stock, or the possession, circulation or distribution of this prospectus or any
other material relating to our company or shares of our common stock in any
jurisdiction where action for that purpose is required. Accordingly, the shares
of our common stock may not be offered or sold, directly or indirectly, and
neither this prospectus nor any other offering material or advertisements in
connection with the shares of common stock may be distributed or published, in
or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.

Purchasers of the shares offered by this prospectus may be required to pay
stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price on the cover page of this
prospectus.

OTHER RELATIONSHIPS

In addition, affiliates of Robert W. Baird & Co. Incorporated own an
aggregate of 1,573,030 shares of our common stock and affiliates of Merrill
Lynch, Pierce, Fenner & Smith Incorporated own an aggregate of 1,056,175 shares
of our common stock. Further, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, Chase Securities Inc. and
Robert W. Baird & Co. Incorporated are affiliates of Limited Partners of the
Stonington Capital Appreciation 1994 Fund, L.P. George Montgomery, an affiliate
of Chase Securities, Inc., also owns 50,000 shares of our common stock.

LEGAL MATTERS

The validity of the shares of common stock will be passed upon for us by
Wachtell, Lipton, Rosen & Katz, New York, New York and for the underwriters by
Shearman & Sterling, New York, New York.

EXPERTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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12,000,000 SHARES

[PACKARD BIOSCIENCE LOGO]

COMMON STOCK

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P R O S P E C T U S
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MERRILL LYNCH INTERNATIONAL
CHASE H&Q
ROBERT W. BAIRD & CO.
BANK OF AMERICA INTERNATIONAL LIMITED
THOMAS WEISEL PARTNERS INTERNATIONAL LIMITED

APRIL 19, 2000

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