SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 23, 1997
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PERSEPTIVE BIOSYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-20032 04-2987616
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(Commission File Number) (IRS Employer Id. No.)
500 Old Connecticut Path Framingham, MA 01701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(508) 383-7700
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ITEM 5. OTHER EVENTS.
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On August 23, 1997, The Perkin-Elmer Corporation ("Perkin-Elmer"),
Seven Acquisition Corp., a wholly-owned subsidiary of Perkin-Elmer, and
PerSeptive Biosystems, Inc. ("PerSeptive") entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, all
outstanding shares of PerSeptive common stock, $.01 par value per share (the
"PerSeptive Common Stock"), will be converted into shares of Perkin-Elmer common
stock, $1.00 par value per share (the "Perkin-Elmer Common Stock"), at an
exchange rate equal to $13.00 divided by the average of the closing sales prices
of Perkin-Elmer Common Stock on the New York Stock Exchange composite tape on
each of the 20 consecutive trading days preceding the second trading day prior
to the effective time of the merger. In no event, however, will the exchange
rate be more than 0.1926, or less than 0.1486, of a share of Perkin-Elmer Common
Stock for each share of PerSeptive Common Stock. At the effective time of the
merger, PerSeptive will become a wholly-owned subsidiary of Perkin-Elmer. A copy
of the Merger Agreement is filed herewith as Exhibit 2.1 and incorporated herein
by reference.
As part of the transaction, PerSeptive has granted Perkin-Elmer an
option, exercisable in the event the Merger Agreement is terminated under
certain circumstances, to purchase 4,478,308 shares of PerSeptive Common Stock
at $13.00 per share. A copy of the Stock Option Agreement dated August 23, 1997
between PerSeptive Biosystems, Inc. and The Perkin-Elmer Corporation is filed
herewith as Exhibit 4.1 and incorporated herein by reference
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of August 23, 1997 among The
Perkin-Elmer Corporation, Seven Acquisition Corp. and PerSeptive
Biosystems, Inc.
4.1 Stock Option Agreement dated as of August 23, 1997 between
PerSeptive Biosystems, Inc. and The Perkin-Elmer Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERSEPTIVE BIOSYSTEMS, INC.
By: /s/ Noubar B. Afeyan
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Noubar B. Afeyan, Chairman and
Chief Executive Officer
Dated: August 26, 1997
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of August 23, 1997
among The Perkin-Elmer Corporation, Seven Acquisition
Corp. and PerSeptive Biosystems, Inc.
4.1 Stock Option Agreement dated as of August 23, 1997
between PerSeptive Biosystems, Inc. and The Perkin-Elmer
Corporation