SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Fiscal Year Ended June 30, 1994
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the transition period from to
Commission File Number 1-4389
The Perkin-Elmer Corporation
(Exact name of registrant as specified in its charter)
NEW YORK 06-0490270
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
761 Main Avenue, Norwalk, Connecticut 06859-0001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 203-762-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of class on which registered
Common Stock (par value New York Stock Exchange
$1.00 per share) Pacific Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
X Yes No
As of September 6, 1994, 42,489,989 shares of Registrant's Common
Stock were outstanding, and the aggregate market value of shares of such
Common Stock (based upon the average sales price) held by non-affiliates
was approximately $1,269,389,727.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended June 30, 1994 -
Parts I, II, and IV.
Proxy Statement for Annual Meeting of Shareholders dated September
16, 1994 - Part III.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
PART I
Item 1. BUSINESS
(a) General Development of Business.
The Perkin-Elmer Corporation was incorporated in 1939
under the laws of the State of New York. Together with its
consolidated subsidiaries, The Perkin-Elmer Corporation
(hereinafter collectively referred to as "Registrant" or the
"Corporation") develops, manufactures, and sells products in
the industry segment described in sub-item (c) below.
On February 18, 1993, the shareholders of Registrant and
Applied Biosystems, Inc. ("ABI"), a supplier of automated
systems for life science research and related applications,
approved the merger of a subsidiary of Registrant with and
into ABI which resulted in ABI becoming a wholly-owned
subsidiary of Registrant. Effective July 1, 1994, ABI was
merged into Registrant and is now the Applied Biosystems
division of Registrant.
On July 29, 1993, Registrant announced plans to divest
its Material Sciences segment which consists of its Metco
Division ("Metco") headquartered in Westbury, New York. On
April 18, 1994, Registrant entered into an agreement with
Sulzer Inc. to sell Metco. Registrant expects to complete the
sale in calendar year 1994.
The consolidated financial statements and schedules
reflect the merger with ABI as a pooling of interests and
present the Corporation's Material Sciences segment as a
discontinued operation.
On May 18, 1993, Registrant amended its By-laws to change
Registrant's fiscal year end from July 31 to June 30. Prior
to fiscal 1993, the financial statements of ABI and
Registrant's subsidiaries outside the United States were for
fiscal years ended June 30, while Registrant's domestic
operations reported on a July 31 fiscal year end.
In fiscal year 1990 Registrant divested the net assets of
what had been its Semiconductor Equipment, Avionic
Instrumentation, and Electro-Optical segments.
(b) Financial Information About Industry Segments.
Registrant is engaged in one business segment which is
generally described as analytical instruments. Accordingly,
separate segment financial information is not provided.
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(c) Narrative Description of Business.
BUSINESS
Registrant develops, manufactures, markets, sells, and
services analytical instrument systems. Included in this
industry segment are biochemical analytical instrument
systems, consisting of instruments and associated consumable
products, for life science research and related applications.
These automated systems are used for synthesis, amplification,
purification, isolation, analysis and sequencing of nucleic
acids, proteins, and other biological molecules. This
industry segment also includes analytical instrument systems
for determining the composition and molecular structure of
chemical substances (both organic and inorganic) and measuring
the concentration of materials in a sample. These instruments
include: spectrophotometers utilizing a number of analytical
techniques; gas and liquid chromatographs; thermal analyzers;
thermal cyclers; analytical balances; flame photometers;
polarimeters; data-handling devices that are principally
designed for use with analytical instruments; and data systems
for applications in analytical chemistry. In a joint venture,
Perkin-Elmer Sciex Instruments, Registrant is engaged in the
manufacture and sale of mass spectrometry instrument systems.
Registrant also develops, manufactures, markets, and services
on-line, real time, process analysis systems to monitor
process quality and environmental purity.
Registrant's instruments are used by private industry,
educational and research institutions, and governmental
entities for fundamental research, applied industrial
research, quality control, medical research, hospital clinical
testing, pollution analysis, drug identification, and
forensics.
MARKETING AND DISTRIBUTION
In the United States, Registrant markets the largest
portion of its products directly through its own sales and
distribution organization, although certain analytical
instruments are marketed through independent distributors and
sales representatives. Sales to major markets outside of the
United States are generally made by foreign sales
subsidiaries, although some sales are made directly from the
United States to foreign customers. In foreign countries
where sales potential does not warrant the establishment of a
sales subsidiary, sales are made through various
representative and distributorship arrangements. Registrant
owns or leases sales and service offices in strategic regional
locations in the United States, and in foreign countries
through its foreign sales subsidiaries and distribution
operations. None of Registrant's products is distributed
through retail outlets.
RAW MATERIALS
There are no specialized raw materials that are
particularly essential to the operation of Registrant's
business. Registrant's manufacturing operations require a
wide variety of raw materials, electronic and mechanical
components, chemical and biochemical materials, and other
supplies, some of which are occasionally found to be in short
supply. Registrant has multiple commercial sources for most
components and supplies but is dependent on single sources for
a limited number of such items, in which case Registrant
normally secures long term supply contracts.
PATENTS, LICENSES, AND FRANCHISES
Registrant has pursued a policy of seeking patent protection
in the United States and other countries for developments,
improvements, and inventions originating within its organization
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which are incorporated in Registrant's
products or which fall within its fields of interest. Certain
licenses under patents have been granted to, and received
from, other entities. Registrant is licensed by Hoffmann-La
Roche Inc. under patents relating to polymerase chain reaction
technology ("PCR"), which patents expire July 28, 2004. In
Registrant's opinion, however, no other single patent or
license, or group of patents or licenses, or any franchise, is
material to its business as a whole.
From time to time, Registrant has asserted that various
competitors and others are infringing Registrant's patents and
similarly, from time to time, others have asserted that
Registrant was infringing patents owned by them. Generally,
such claims are settled by mutual agreement on a satisfactory
basis and have resulted in the granting of licenses by
Registrant or the granting of licenses to Registrant.
SEASONAL FLUCTUATIONS
Registrant's business is not subject to pronounced
seasonal fluctuations.
BACKLOG
Registrant's recorded backlog was approximately $155
million at June 30, 1994 and 1993. With respect to commercial
products, it is Registrant's general policy to include in
backlog only purchase orders or production releases which have
firm delivery dates within one year. Recorded backlog may not
result in sales because of cancellation or other factors. It
is anticipated that all orders included in the current backlog
will be delivered before the close of fiscal year 1995.
UNITED STATES GOVERNMENT SALES
No material portion of Registrant's business is subject
to renegotiation of profits or termination of contracts or
subcontracts at the election of the United States Government.
COMPETITION
The industry segment in which Registrant operates is
highly competitive and is characterized by the application of
advanced technology. There are numerous companies which
specialize in, and a number of larger companies which devote a
significant portion of their resources to, the development,
manufacture, and sale of products which compete with those
manufactured or sold by Registrant. Many of Registrant's
competitors are well-known manufacturers with a high degree of
technical proficiency. In addition, competition is
intensified by the ever-changing nature of the technologies in
the industry in which Registrant is engaged. The markets for
Registrant's products are characterized by specialized
manufacturers that often have strength in narrow segments of
these markets. While the absence of reliable statistics makes
it difficult to determine Registrant's relative market
position, Registrant is confident it is one of the principal
manufacturers in its field, marketing a broad line of
analytical instruments and life science systems. In addition
to competing in terms of the technology that Registrant
offers, Registrant competes in terms of price, service, and
quality.
RESEARCH, DEVELOPMENT, AND ENGINEERING
Registrant is actively engaged in basic and applied
research, development, and engineering programs designed to
develop new products and to improve existing products. During
fiscal years 1994, 1993, and 1992, Registrant spent
approximately $94 million, $84 million, and $81 million,
respectively, on company sponsored research, development, and
engineering activities.
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ENVIRONMENTAL MATTERS
Registrant is subject to federal, state, and local laws
and regulations regulating the discharge of materials into the
environment, or otherwise relating to the protection of the
environment, in those jurisdictions where Registrant operates
or maintains facilities. Registrant does not believe that
compliance with all environmental provisions will have a
material effect on its business, and no material capital
expenditures are expected for environmental control.
EMPLOYEES
As of June 30, 1994, Registrant employed 5,954 persons
worldwide. None of Registrant's United States employees is
subject to collective bargaining agreements.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
A summary of net revenues to unaffiliated customers,
operating income, and identifiable assets attributable to each
of Registrant's geographic areas and export sales for the
fiscal years 1994, 1993, and 1992 is incorporated herein by
reference to Note 6 on Pages 38-40 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1994.
Registrant's consolidated net revenues to unaffiliated
customers in countries other than the United States for the
fiscal years 1994, 1993, and 1992 were approximately $607
million, $607 million, and $558 million, or approximately 59%,
60%, and 58%, respectively, of Registrant's consolidated net
revenues.
All of the Registrant's manufacturing facilities outside
of the continental United States are located in Germany, the
United Kingdom, the Commonwealth of Puerto Rico, Japan, and
the Peoples Republic of China. There are currently no
material foreign exchange controls or similar limitations
restricting the repatriation to the United States of capital
or earnings from operations outside the United States.
(e) Discontinued Operations
On July 29, 1993, Registrant announced its plans to
divest Metco headquartered in Westbury, New York. Metco
produces combustion, electric arc and plasma thermal spray
equipment and supplies. Registrant has entered into an
agreement with Sulzer Inc., a wholly-owned subsidiary of
Sulzer Ltd., Winterthur, Switzerland for the sale of Metco.
The completion of the sale is subject to closing conditions,
including obtaining relevant government regulatory approvals.
The transaction has taken longer to complete than expected due
primarily to obtaining necessary government approvals in both
the U.S. and Europe. As a result of this and negative
operating factors, Registrant recorded an after-tax loss on
disposal of $7.7 million during the fourth quarter of fiscal
year 1994.
On October 5, 1992, prior to its merger with Registrant,
ABI announced the decision to distribute to its shareholders
approximately 82% of the stock of its subsidiary, Lynx
Therapeutics, Inc. ("Lynx"), the successor to ABI's
therapeutics division. The financial statements reflect the
Lynx operating results as a discontinued operation. The net
assets of Lynx were not significant.
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Item 2. PROPERTIES
Listed below are the principal facilities of Registrant
as of June 30, 1994. Registrant considers all facilities
listed below to be reasonably appropriate for the purpose(s)
for which they are used, including manufacturing, research and
development, and administrative purposes. All properties are
maintained in good working order and, except for those held
for sale or lease, are substantially utilized on the basis of
at least one shift. None of the leased facilities is leased
from an affiliate of Registrant.
Owned or Expiration Approximate
Location Leased Date of Floor Area
Lease In Sq. Ft
Norwalk, CT Owned 402,000
Wilton, CT Owned 262,000
San Jose, CA Owned 81,000
Beaconsfield, England Owned 70,000
Ueberlingen, Germany Owned 65,000
Warrington, England Owned 58,000
Narita, Japan Owned 24,000
Irvine, CA Owned 22,000
Foster City, CA Leased 1994-2000 319,000
Ueberlingen, Germany Leased 1995-2001 196,000
Llantrinsant, Wales Leased 1996 113,000
Mayaguez, Puerto Rico Leased 1997-1998 34,000
Oberschleissheim, Germany Leased 1995 19,000
Beaconsfield, England Leased 2005 8,000
Beijing, China Leased 1996 350
In addition to the facilities listed above, Registrant
leases space in certain industrial centers for use as sales
and service offices and for warehousing. Registrant also owns
undeveloped land in Redding, Connecticut, San Jose and
Vacaville, California and Oberschleissheim, Germany.
In addition to the properties used by Registrant in its
operations, Registrant owns three facilities in Wilton,
Connecticut (aggregating approximately 248,000 square feet)
which are currently leased to SVG Lithography Systems, Inc.
for a term expiring in 2010, a facility in Garden Grove,
California (approximately 82,000 square feet) which is
currently leased to OCA Applied Optics, Inc. for a term
expiring in 1995, and a facility in Pomona, California
(approximately 135,000 square feet) which is currently leased
to Orbital Sciences Corporation for a term expiring in 2003.
Registrant also owns a facility in Ridgefield, Connecticut
(approximately 201,000 square feet), a facility in Wilton,
Connecticut (approximately 51,000 square feet), and a facility
in San Jose, California (approximately 67,000 square feet)
which are held for sale or lease.
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Listed below are the principal facilities utilized as of
June 30, 1994 by Metco, which is being accounted for as a
discontinued operation. Registrant considers such facilities
to be reasonably appropriate for the purpose(s) for which they
are used, including manufacturing, research and development,
and administrative purposes. All properties are maintained in
good working order and are substantially utilized on the basis
of at least one shift.
Approximate
Owned or Floor Area
Location Leased In Sq. Ft.
Westbury, NY Owned 137,000
Duffy Avenue, Hicksville, NY Owned 103,000
Chobham-Woking, England Owned 78,000
Hattersheim, Germany Owned 69,000
Miller Place, Hicksville, NY Owned 59,000
Item 3. LEGAL PROCEEDINGS
The Corporation has been named as a defendant in several
legal actions arising from the conduct of its normal business
activities. Although the amount of any liability that might
arise with respect to any of these matters cannot be
accurately predicted, the resulting liability, if any, will
not in the opinion of management of Registrant have a material
adverse effect on the financial statements of Registrant. In
addition, although no legal claim was filed, the Corporation
participated in the United States government's investigation
of the Hubble Space Telescope. Registrant settled all of the
government's potential claims with regard to this matter on
October 4, 1993, for $15 million.
Registrant is one of approximately 125 third party
defendants named in United States of America v. Davis et al.
which is pending in the United States District Court for the
District of Rhode Island. The third party plaintiffs, who
were named as defendants and potentially responsible parties
in the Government's initial complaint, seek equitable
contribution and indemnification in the event they are found
liable for remediation costs relating to the removal of
hazardous substances from a site located in Smithfield, Rhode
Island (initially estimated by the Government to be $27.8
million but most recently estimated to be $77.5 million). A
trial on the question of the third party plaintiffs' liability
to the Government has been held, but no decision has been
rendered. Until the liability of the third party plaintiffs
has been established, the court will not consider the amount
of any such liability or the validity of any third party
claims. While the Registrant contends that it should have no
liability in this case, because of the uncertainty of all
litigation, it cannot definitively state that it will incur
less than $100,000 in monetary sanctions.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth quarter of the fiscal year covered by this report.
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
(a) Market Information.
The principal United States market where Registrant's
Common Stock is traded is the New York Stock Exchange,
although such stock is also traded on the Pacific Stock
Exchange.
The following information, which appears in Registrant's
Annual Report to Shareholders for the fiscal year ended June
30, 1994, is hereby incorporated by reference in this Form 10-
K: the high and low sales prices of Registrant's Common Stock
for each quarterly period during the fiscal years 1994 and
1993 (Note 14, Page 43 of the Annual Report to Shareholders).
(b) Holders.
On September 6, 1994, the approximate number of holders
of Common Stock of Registrant was 8,975. The approximate
number of record holders is based upon the actual number of
holders registered in the books of Registrant at such date and
does not include holders of shares in "street name" or
persons, partnerships, associations, corporations, or other
entities identified in security position listings maintained
by depositary trust companies. Note: the calculation of the
number of shares of Registrant's Common Stock held by non-
affiliates shown on the cover of this Form 10-K was made on
the assumption that there were no affiliates other than
executive officers and directors.
(c) Dividends.
The following information which appears in Registrant's
Annual Report to Shareholders for the fiscal year ended June
30, 1994, is hereby incorporated by reference in this Form 10-
K: the amount of quarterly dividends paid during the fiscal
years 1994 and 1993 (Note 14, Page 43 of the Annual Report to
Shareholders).
Item 6. SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference in this Form
10-K Page 20 of Registrant's Annual Report to Shareholders for
the fiscal year ended June 30, 1994.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Registrant hereby incorporates by reference in this Form
10-K Pages 21-25 of Registrant's Annual Report to Shareholders
for the fiscal year ended June 30, 1994.
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Item 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
The following financial statements and the supplementary
financial information included in Registrant's Annual Report
to Shareholders for the fiscal year ended June 30, 1994 are
incorporated by reference in this Form 10-K: the Consolidated
Financial Statements and the report thereon of Price
Waterhouse LLP dated July 28, 1994, and Pages 26-45 of said
Annual Report, including Note 14, Page 43, which contains
unaudited quarterly financial information.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Registrant has not changed its public accounting firm
within 24 months prior to June 30, 1994, the date of
Registrant's most recent financial statements.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
(a) Identification and Background of Directors.
Registrant hereby incorporates by reference in this Form 10-K
Pages 2-4 of Registrant's Proxy Statement dated September 16, 1994,
in connection with its Annual Meeting of Shareholders to be held on
October 20, 1994.
(b) Identification of Executive Officers.
The following is a list of Registrant's executive officers,
their ages, and their positions and offices with the Registrant, as
of September 14, 1994.
Name Age Present Positions and Year First Elected
William F. Emswiler 50 Vice President, Finance, Chief Financial Officer (1992)
Julianne A. Grace 56 Vice President (1986), Corporate Relations (1990)
Gaynor N. Kelley 63 Chairman and Chief Executive Officer (1990)
Joseph E. Malandrakis 49 Vice President, Worldwide Operations (1993)
Andre F. Marion 58 Vice President and President, Applied Biosystems Division (1993)
John B. McBennett 56 Corporate Controller (1993)
Michael J. McPartland 45 Vice President, Human Resources (1993)
Riccardo Pigliucci 47 President and Chief Operating Officer (1993)
William B. Sawch 40 Vice President, General Counsel and Secretary (1993)
Rhonda L. Seegal 44 Vice President (1991), Treasurer (1988)
Each of the foregoing named officers was either elected at the
last organizational meeting of the Board of Directors held on
October 21, 1993 or was elected by the Board since that date. The
term of each officer will expire on October 20, 1994, the date of
the next scheduled organizational meeting of the Board of
Directors, unless renewed for another year.
(c) Identification of Certain Significant Employees.
Not applicable.
(d) Family Relationships.
To the best of Registrant's knowledge and belief, there is no
family relationship between any of Registrant's directors,
executive officers, or persons nominated or chosen by Registrant to
become a director or an executive officer.
(e) Business Experience.
With respect to the business experience of Registrant's
directors and persons nominated to become directors, Registrant
hereby incorporates by reference in this Report on Form 10-K Pages
2-4 of Registrant's Proxy Statement dated September 16, 1994, in
connection with its Annual Meeting of Shareholders to be held on
October 20, 1994. With respect to the executive officers of
Registrant, each such officer has been employed by Registrant or a
subsidiary in one or more executive or managerial capacities for at
least the past five years, with the exception of Messrs.
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Emswiler, Marion, and McPartland. Mr. Emswiler was elected Vice President
of Registrant on May 21, 1992. Prior to his employment by Registrant
in May, 1992, Mr. Emswiler was employed by Aquarion Company, a
diversified water-quality and related services corporation, for
three years, most recently as Senior Vice President and Chief
Financial Officer, and prior to that he was employed by American
Home Products Corporation, a worldwide manufacturer and marketer of
prescription drugs, medical supplies and diagnostics, over-the-
counter medicines, and food products, as Vice President and
Comptroller and Vice President and Treasurer. Mr. Marion was
elected Vice President of Registrant on February 18, 1993. Prior
to his employment by Registrant in February, 1993, Mr. Marion was
employed by ABI as Chairman of the Board and Chief Executive
Officer. Mr. Marion was one of the founders of ABI, and had been
President since 1985. Mr. McPartland was elected Vice President of
Registrant on February 18, 1993. Prior to his employment by
Registrant in January, 1993, Mr. McPartland was employed by
SmithKline Beecham plc, a worldwide manufacturer of pharmaceutical
and consumer products and clinical laboratory services, from 1980
to 1993, most recently as Senior Vice President and Director,
Corporate Personnel.
(f) Involvement in Certain Legal Proceedings.
To the best of Registrant's knowledge and belief, none of
Registrant's directors, persons nominated to become directors, or
executive officers has been involved in any proceedings during the
past five years that are material to an evaluation of the ability
or integrity of such persons to be directors or executive officers
of Registrant.
(g) Compliance with Section 16(a) of the Securities Exchange
Act of 1934.
Information concerning compliance with Section 16(a) of the
Securities Exchange Act of 1934 is incorporated by reference to
Page 7 of Registrant's Proxy Statement dated September 16, 1994, in
connection with its Annual Meeting of Shareholders to be held on
October 20, 1994.
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Item 11. EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference in this Form 10-K
Pages 5-13 of Registrant's Proxy Statement dated September 16,
1994, in connection with its Annual Meeting of Shareholders to be
held on October 20, 1994.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
Registrant hereby incorporates by reference in this Form 10-K
Page 6 of Registrant's Proxy Statement dated September 16, 1994, in
connection with its Annual Meeting of Shareholders to be held on
October 20, 1994.
(b) Security Ownership of Management.
Information concerning the security ownership of management is
hereby incorporated by reference to Pages 2-4 and 6-7 of
Registrant's Proxy Statement dated September 16, 1994, in
connection with its Annual Meeting of Shareholders to be held on
October 20, 1994.
(c) Changes in Control.
Registrant knows of no arrangements, including any pledge by
any person of securities of Registrant, which may at a subsequent
date result in a change in control of Registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
The following consolidated financial statements, together with
the report thereon of Price Waterhouse LLP dated July 28, 1994,
appearing on Pages 26 through 45 of Registrant's Annual Report to
Shareholders for the fiscal year ended June 30, 1994, are
incorporated by reference in this Form 10-K. With the exception of
the aforementioned information and that which is specifically
incorporated in Parts I and II, the Annual Report to Shareholders
for the fiscal year ended June 30, 1994, is not to be deemed filed
as part of this report on Form 10-K.
10-K Annual
Page No. Report
Page No.
Consolidated Statements of
Operations - fiscal years
1994, 1993, and 1992 -- 26
Consolidated Statements of
Financial Position - fiscal years
1994, 1993, and 1992 -- 27
Consolidated Statements of
Cash Flows - fiscal years
1994, 1993, and 1992 -- 28
Consolidated Statements of
Shareholders' Equity - fiscal years
1994, 1993, and 1992 -- 29
Notes to Consolidated Financial
Statements -- 30-43
Statement of Financial
Responsibility -- 44
Report of
Price Waterhouse LLP -- 45
Report of
Deloitte & Touche LLP 25 --
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(a) 2. Financial Statement Schedules.
The following additional financial data should be read in
conjunction with the consolidated financial statements in said
Annual Report to Shareholders for the fiscal year ended June 30,
1994. Schedules not included with this additional financial data
have been omitted because they are not applicable or the required
information is shown in the consolidated financial statements or
notes thereto.
Annual
10-K Page Report
No. Page No.
Report of Independent Accountants
on Financial Statement Schedules 18 --
Schedule VIII - Valuation and
Qualifying Accounts and Reserves 19 --
Schedule IX - Short-Term Borrowings 20 --
Schedule X - Supplementary
Income Statement Information 21 --
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(a) 3. Exhibits.
Exhibit
No.
2(1) Acquisition Agreement dated July 19, 1991, among the
Corporation, Hoffmann-La Roche Inc., and Roche Probe,
Inc. (Incorporated by reference to Exhibit 1 to
Current Report on Form 8-K of the Corporation dated
July 19, 1991 (Commission file number 1-4389).)
2(2) Acquisition Agreement dated July 19, 1991, between
the Corporation and F. Hoffmann-La Roche Ltd.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated July 19,
1991 (Commission file number 1-4389)).
2(3) Agreement and Plan of Merger, by and among
Registrant, Sequence Acquisition Company and Applied
Biosystems, Inc. dated as of October 6, 1992.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated October
6, 1992 (Commission file number 1-4389).)
2(4) Agreement dated April 18, 1994 between Sulzer Inc.
and The Perkin-Elmer Corporation, as amended through
August 31, 1994.
3(i) Restated Certificate of Incorporation of the
Corporation, as amended through July 1, 1994.
3(i) Amended and Restated By-laws of the Corporation, as
amended through July 15, 1993. (Incorporated by
reference to Exhibit 3(ii) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1993 (Commission file number 1-4389).)
4(1) Three Year Credit Agreement dated June 1, 1994, among
Morgan Guaranty Trust Company, certain banks named in
such Agreement, and the Corporation.
4(2) Shareholder Protection Rights Agreement dated April
30, 1989, between The Perkin-Elmer Corporation and
The First National Bank of Boston. (Incorporated by
reference to Exhibit 4 to Current Report on Form 8-K
of the Corporation dated April 20, 1989 (Commission
file number 1-4389).)
10(1) The Perkin-Elmer Corporation 1974 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(a) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(2) The Perkin-Elmer Corporation 1981 Incentive Stock
Option Plan for Key Employees, as amended through May
21, 1987. (Incorporated by reference to Exhibit
28(b) to Post Effective Amendment No. 1 to the
Corporation's Registration Statement on Form S-8 (No.
2-95451).)
10(3) The Perkin-Elmer Corporation 1984 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(c) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(4) The Perkin-Elmer Corporation 1988 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 10(4) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended July 31, 1988
(Commission file number 1-4389).)
10(5) The Perkin-Elmer Corporation 1993 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50847).)
10(6) Contingent Compensation Plan for Key Employees of The
Perkin-Elmer Corporation, as amended through August
1, 1990. (Incorporated by reference to Exhibit 10(5)
to Annual Report on Form 10-K of the Corporation for
the fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(7) The Perkin-Elmer Corporation Supplemental Retirement
Plan as amended through August 1, 1991. (Incorporated
by reference to Exhibit 10(6) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended July 31, 1991 (Commission file number 1-4389).)
10(8) Deferred Compensation Contract dated July 29, 1974,
as amended through January 20, 1994, between
Registrant and Gaynor N. Kelley.
10(9) Deferred Compensation Contract dated September 22,
1989, between Registrant and Riccardo Pigliucci, as
amended through April 15, 1993. (Incorporated by
reference to Exhibit 10(9) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
June 30, 1993 (Commission file number 1-4389).)
- 14 -
10(10) Deferred Compensation Contract dated May 21, 1992,
between Registrant and William F. Emswiler.
(Incorporated by reference to Exhibit 10(10) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(11) Deferred Compensation Contract dated February 18,
1993, between Registrant and Andre F. Marion.
10(12) Deferred Compensation Contract dated January 21,
1993, between Registrant and Joseph E. Malandrakis.
(Incorporated by reference to Exhibit 10(11) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended June 30, 1993 (Commission file
number 1-4389).)
10(13) Employment Agreement dated November 21, 1991, between
Registrant and Gaynor N. Kelley. (Incorporated by
reference to Exhibit 10(1) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(14) Employment Agreement dated November 21, 1991, between
Registrant and Riccardo Pigliucci. (Incorporated by
reference to Exhibit 10(3) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(15) Employment Agreement dated May 21, 1992, between
Registrant and William F. Emswiler. (Incorporated by
reference to Exhibit 10(15) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
July 31, 1992 (Commission file number 1-4389).)
10(16) Employment Agreement dated November 1, 1990 as
amended through December 3, 1992, between Registrant
and Andre F.Marion.
10(17) Employment Agreement dated November 21, 1991, between
Registrant and Joseph E. Malandrakis. (Incorporated
by reference to Exhibit 10(16) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended June 30, 1993 Commission file number 1-4389).)
10(18) Consulting Agreement dated March 17, 1994, between
Registrant and Robert H. Hayes.
10(19) The Excess Benefit Plan of The Perkin-Elmer
Corporation dated August 1, 1984 as amended through
June 30, 1993. (Incorporated by reference to Exhibit
10(18) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended June 30, 1993
(Commission file number 1-4389).)
10(20) 1993 Director Stock Purchase and Deferred
Compensation Plan. (Incorporated by reference to
Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50849).)
10(21) Consulting Agreement dated September 16, 1994,
between Registrant and Andre F. Marion.
11 Computation of Net Income (Loss) per Share for the
five years ended June 30, 1994.
13 Annual Report to Shareholders for 1994.
21 List of Subsidiaries.
23(1) Consent of Price Waterhouse LLP.
23(2) Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
Note: None of the Exhibits listed in Item 14(a) 3 above, except
Exhibits 11, 23(1) and 23(2) are included with this Form 10-K
Annual Report. Registrant will furnish a copy of any such Exhibit
upon written request to the Secretary at the address on the cover
of this Form 10-K Annual Report accompanied by payment of $3 for
each Exhibit requested.
(b) Reports on Form 8-K
Registrant did not file a report on Form 8-K during the last
quarter of the period covered by this report.
- 15 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
THE PERKIN-ELMER CORPORATION
By /s/ William B. Sawch
William B. Sawch
Vice President, General Counsel
and Secretary
Date: September 15, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of Registrant and in the capacities and on the dates
indicated.
/s/ G. N. Kelley September 15, 1994
Gaynor N. Kelley
Chairman of the Board of Directors,
Chief Executive Officer
(Principal Executive Officer)
/s/ W. F. Emswiler September 15, 1994
William F. Emswiler
Vice President, Finance, Chief Financial Officer
(Principal Financial Officer)
/s/ John B. McBennett September 15, 1994
John B. McBennett
Corporate Controller
(Principal Accounting Officer)
- 16 -
/s/ Joseph F. Abely, Jr. September 15, 1994
Joseph F. Abely, Jr.
Director
/s/ Richard H. Ayers September 15, 1994
Richard H. Ayers
Director
/s/ Jean-Luc Belingard September 15, 1994
Jean-Luc Belingard
Director
/s/ Robert H. Hayes September 15, 1994
Robert H. Hayes
Director
/s/ Donald R. Melville September 15, 1994
Donald R. Melville
Director
/s/ Riccardo Pigliucci September 15, 1994
Riccardo Pigliucci
Director
/s/ Burnell R. Roberts September 15, 1994
Burnell R. Roberts
Director
/s/ John S. Scott September 15, 1994
John S. Scott
Director
/s/ Carolyn W. Slayman September 15, 1994
Carolyn W. Slayman
Director
/s/ Richard F. Tucker September 15, 1994
Richard F. Tucker
Director
-17 -
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of The Perkin-Elmer Corporation
Our audits of the consolidated financial statements referred
to in our report dated July 28, 1994, appearing on Page 45 of the
1994 Annual Report to Shareholders of The Perkin-Elmer Corporation
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also
included an audit of the Financial Statement Schedules listed in
Item 14(a)2 of this Form 10-K. We did not audit the Financial
Statement Schedules of Applied Biosystems, Inc., a wholly owned
subsidiary, as of and for the year ended July 31, 1992. Those
schedules were audited by other auditors, whose report thereon has
been furnished to us, and our opinion expressed herein, insofar as
it relates to the amounts included for Applied Biosystems, Inc., is
based solely on the report of other auditors. Based upon our
audits and the report of other auditors, these Financial Statement
Schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related
consolidated financial statements.
PRICE WATERHOUSE LLP
Stamford, Connecticut
July 28, 1994
- 18 -
THE PERKIN-ELMER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992
(Amounts in thousands)
ALLOWANCE FOR
DOUBTFUL
ACCOUNTS(1)
Balance at July 31, 1991 $ 5,636
Charged to income in 1992 2,671
Deductions from reserve in 1992 (549)
Balance at July 31, 1992 7,758
Charged to income in 1993 4,229
Deductions from reserve in 1993 (3,761)
Balance at June 30, 1993 8,226
Charged to income in 1994 2,927
Deductions from reserve in 1994 (3,906)
Balance at June 30, 1994 $ 7,247
(1) Deducted in the Consolidated Statements of Financial Position
from accounts receivable.
SCHEDULE VIII
- 19 -
THE PERKIN-ELMER CORPORATION
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992
(Amounts in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
Maximum Average Weighted
Category Weighted Month-End Amount Average
of Balance Average Amount Outstandi Interest
Aggregate At End of Interest Outstandi ng During Rate
Short-Term Period Rate At ng During the During
Borrowings End of the Period the
(a) Period Period (b) Period
(c)
1994
Bank
Borrowings $67,752 6.2% $72,262 $57,324 6.1%
Commercial
Paper 15,800 4.5% 58,250 41,142 3.5%
1993
Bank
Borrowings $56,932 6.3% $85,748 $52,975 8.9%
Commercial
Paper 17,050 3.2% 99,800 74,502 3.4%
1992
Bank
Borrowings $34,262 9.4% $60,456 $43,941 10.2%
Commercial
Paper 63,932 3.7% 78,100 71,382 4.9%
(a) Commercial Paper refers to unsecured debt
obligations maturing in fixed periods that range from 30 to
180 days; interest at fixed rates is payable on maturity. Bank
Borrowings are unsecured debt obligations including those
due on demand, as well as those with fixed terms. With respect
to some Bank Borrowings, interest rates are fixed; in other cases,
interest floats in accordance with a prescribed index.
(b) The average amount outstanding during the period was
determined on the basis of average month-end balances of Bank
Borrowings and average daily balances for Commercial Paper
borrowings.
(c) For Bank Borrowings and Commercial Paper, the
weighted average interest rate during the period was computed by
dividing the interest expense for the year by the average amount of
short-term borrowings outstanding during the period.
SCHEDULE IX
- 20 -
THE PERKIN-ELMER CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(Amounts in thousands)
The following items have been charged to costs and expenses as
stated:
For the years ended
June 30, June 30, July 31,
1994 1993 1992
Maintenance and repairs $17,210 $16,712 $15,763
Advertising costs $19,325 $17,857 $15,826
The following items have been charged to costs and expenses but do
not exceed one percent of net revenues by category:
- Amortization of intangible assets
- Royalties
- Taxes, other than payroll and income taxes
SCHEDULE X
- 21 -
THE PERKIN-ELMER CORPORATION
COMPUTATION OF NET INCOME(LOSS) PER SHARE
(Dollar amounts in thousands, except per share amounts)
1994 1993 1992 1991 1990
Weighted average number of
common shares 43,857 43,780 43,526 42,091 49,705
Common stock equivalents-
stock options 816 1,173 1,169 - 130
Weighted average number of
common shares used in
calculating primary
earnings per share 44,673 44,953 44,695 42,091 49,835
Additional dilutive stock
options under paragraph #42
APB #15 172 97 280 - -
Shares used in calculating
fully diluted earnings
per share 44,845 45,050 44,975 42,091 49,835
Calculation of primary and
fully diluted earnings per
share:
PRIMARY AND FULLY DILUTED:
Income (loss) from
continuing operations $ 73,978 $ 24,444 $ 24,296 $ (16,384) $ 27,697
Income (loss) from
discontinued operations (22,851) 1,714 10,941 (2,020) 20,913
Income (loss) before cumulative
effect of changes in
accounting principles 51,127 26,158 35,237 (18,404) 48,610
Cumulative effect on prior years
of changes in accounting principles - (83,098) - - -
Net income (loss) used in the
calculations of primary and
fully diluted earnings per share $ 51,127 $ (56,940) $ 35,237 $ (18,404) $ 48,610
PRIMARY:
Per share amounts:
Income (loss)
from continuing operations $ 1.66 $ .54 $ .54 $ (.39) $ .56
Income (loss)
from discontinued operations (.52) .04 .25 (.05) .42
Income (loss) before
cumulative effect of changes
in accounting principles 1.14 .58 .79 (.44) .98
Loss from cumulative effect on
prior years of changes in
accounting principles - (1.85) - - -
Net income (loss) $ 1.14 $ (1.27) $ .79 $ (.44) $ .98
FULLY DILUTED:
Per share amounts:
Income (loss)
from continuing operations $ 1.65 $ .54 $ .54 $ (.39) $ .56
Income (loss)
from discontinued operations (.51) .04 .24 (.05) .42
Income (loss) before
cumulative effect of changes
in accounting principles 1.14 .58 .78 (.44) .98
Loss from cumulative effect on
prior years of changes in
accounting principles - (1.84) - - -
Net income (loss) $ 1.14 $ (1.26) $ .78 $ ( .44) $ .98
EXHIBIT 11
- 22 -
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-8 (Nos. 2-95451, 33-25218, 33-44191, 33-50847, 33-50849, and
33-58778) of The Perkin-Elmer Corporation of our report dated July
28, 1994, appearing on page 45 of the Annual Report to Shareholders
for 1994 of The Perkin-Elmer Corporation which is incorporated in
this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 18 of this Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 21, 1994
- 23 -
Deloitte & Touche LLP [LOGO]
50 Fremont Street
San Francisco, California
94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statements of The Perkin-Elmer Corporation on Form S-8 (Nos. 2-
95451, 33-25218, 33-44191, 33-50847, 33-50849, and 33-58778) of our
report dated July 29, 1992 (November 5, 1992 as to Notes 13 and 14)
(related to the consolidated financial statements and financial
statement schedules of Applied Biosystems, Inc. not
presented separately therein) appearing in the Annual
Report on Form 10-K of The Perkin-Elmer Corporation for the
year ended June 30, 1994.
DELOITTE & TOUCHE LLP
September 21, 1994
[LOGO]
- 24 -
Deloitte & Touche LLP [LOGO]
50 Fremont Street
San Francisco, California 94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors
of Applied Biosystems, Inc.:
We have audited the consolidated balance sheet of Applied
Biosystems, Inc. as of June 30, 1992, and the related
consolidated statements of operations, shareholders' equity
and cash flows for the fiscal year then ended (not presented
separately herein). Our audit also included the financial
statement schedules (not presented separately herein).
These financial statements and financial statement schedules
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. 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 audit provides
a reasonable basis for our opinion.
In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position of Applied Biosystems, Inc. at June 30, 1992, and
the results of its operations and its cash flows for the
fiscal year then ended in conformity with generally accepted
accounting principles. Also, in our opinion, such financial
statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth
therein.
As discussed in Note 13, the consolidated statement of
operations for the fiscal year ended June 30, 1992 has been
reclassified to present the Company's subsidiary, Lynx
Therapeutics, Inc., as a discontinued operation.
Deloitte & Touche LLP
July 29, 1992 (November 5, 1992
as to Notes 13 and 14)
[LOGO]
-25-
EXHIBIT INDEX
Exhibit
No.
2(1) Acquisition Agreement dated July 19, 1991, among the
Corporation, Hoffmann-La Roche Inc., and Roche Probe,
Inc. (Incorporated by reference to Exhibit 1 to
Current Report on Form 8-K of the Corporation dated
July 19, 1991 (Commission file number 1-4389).)
2(2) Acquisition Agreement dated July 19, 1991, between
the Corporation and F. Hoffmann-La Roche Ltd.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated July 19,
1991 (Commission file number 1-4389)).
2(3) Agreement and Plan of Merger, by and among
Registrant, Sequence Acquisition Company and Applied
Biosystems, Inc. dated as of October 6, 1992.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated October
6, 1992 (Commission file number 1-4389).)
2(4) Agreement dated April 18, 1994 between Sulzer Inc.
and The Perkin-Elmer Corporation, as amended through
August 31, 1994.
3(i) Restated Certificate of Incorporation of the
Corporation, as amended through July 1, 1994.
3(i) Amended and Restated By-laws of the Corporation, as
amended through July 15, 1993. (Incorporated by
reference to Exhibit 3(ii) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1993 (Commission file number 1-4389).)
4(1) Three Year Credit Agreement dated June 1, 1994, among
Morgan Guaranty Trust Company, certain banks named in
such Agreement, and the Corporation.
4(2) Shareholder Protection Rights Agreement dated April
30, 1989, between The Perkin-Elmer Corporation and
The First National Bank of Boston. (Incorporated by
reference to Exhibit 4 to Current Report on Form 8-K
of the Corporation dated April 20, 1989 (Commission
file number 1-4389).)
10(1) The Perkin-Elmer Corporation 1974 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(a) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(2) The Perkin-Elmer Corporation 1981 Incentive Stock
Option Plan for Key Employees, as amended through May
21, 1987. (Incorporated by reference to Exhibit
28(b) to Post Effective Amendment No. 1 to the
Corporation's Registration Statement on Form S-8 (No.
2-95451).)
10(3) The Perkin-Elmer Corporation 1984 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(c) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(4) The Perkin-Elmer Corporation 1988 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 10(4) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended July 31, 1988
(Commission file number 1-4389).)
10(5) The Perkin-Elmer Corporation 1993 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50847).)
10(6) Contingent Compensation Plan for Key Employees of The
Perkin-Elmer Corporation, as amended through August
1, 1990. (Incorporated by reference to Exhibit 10(5)
to Annual Report on Form 10-K of the Corporation for
the fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(7) The Perkin-Elmer Corporation Supplemental Retirement
Plan as amended through August 1, 1991. (Incorporated
by reference to Exhibit 10(6) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended July 31, 1991 (Commission file number 1-4389).)
10(8) Deferred Compensation Contract dated July 29, 1974,
as amended through January 20, 1994, between
Registrant and Gaynor N. Kelley.
10(9) Deferred Compensation Contract dated September 22,
1989, between Registrant and Riccardo Pigliucci, as
amended through April 15, 1993. (Incorporated by
reference to Exhibit 10(9) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
June 30, 1993 (Commission file number 1-4389).)
- 14 -
10(10) Deferred Compensation Contract dated May 21, 1992,
between Registrant and William F. Emswiler.
(Incorporated by reference to Exhibit 10(10) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended July 31, 1992 (Commission file
number 1-4389).)
10(11) Deferred Compensation Contract dated February 18,
1993, between Registrant and Andre F. Marion.
10(12) Deferred Compensation Contract dated January 21,
1993, between Registrant and Joseph E. Malandrakis.
(Incorporated by reference to Exhibit 10(11) to
Annual Report on Form 10-K of the Corporation for the
fiscal year ended June 30, 1993 (Commission file
number 1-4389).)
10(13) Employment Agreement dated November 21, 1991, between
Registrant and Gaynor N. Kelley. (Incorporated by
reference to Exhibit 10(1) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(14) Employment Agreement dated November 21, 1991, between
Registrant and Riccardo Pigliucci. (Incorporated by
reference to Exhibit 10(3) to Quarterly Report on
Form 10-Q of the Corporation for the fiscal quarter
ended January 31, 1992 (Commission file number 1-
4389).)
10(15) Employment Agreement dated May 21, 1992, between
Registrant and William F. Emswiler. (Incorporated by
reference to Exhibit 10(15) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
July 31, 1992 (Commission file number 1-4389).)
10(16) Employment Agreement dated November 1, 1990 as
amended through December 3, 1992, between Registrant
and Andre F.Marion.
10(17) Employment Agreement dated November 21, 1991, between
Registrant and Joseph E. Malandrakis. (Incorporated
by reference to Exhibit 10(16) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended June 30, 1993 Commission file number 1-4389).)
10(18) Consulting Agreement dated March 17, 1994, between
Registrant and Robert H. Hayes.
10(19) The Excess Benefit Plan of The Perkin-Elmer
Corporation dated August 1, 1984 as amended through
June 30, 1993. (Incorporated by reference to Exhibit
10(18) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended June 30, 1993
(Commission file number 1-4389).)
10(20) 1993 Director Stock Purchase and Deferred
Compensation Plan. (Incorporated by reference to
Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50849).)
10(21) Consulting Agreement dated September 16, 1994,
between Registrant and Andre F. Marion.
11 Computation of Net Income (Loss) per Share for the
five years ended June 30, 1994.
13 Annual Report to Shareholders for 1994.
21 List of Subsidiaries.
23(1) Consent of Price Waterhouse LLP.
23(2) Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.