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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 [Fee Required]
For the Fiscal Year Ended June 30, 1996
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934 [No Fee Required]
For the transition period from to
Commission File Number 1-4389
The Perkin-Elmer Corporation
(Exact name of registrant as specified in its charter)
NEW YORK 06-0490270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
761 Main Avenue, Norwalk, Connecticut 06859-0001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-762-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of class on which registered
Common Stock (par value 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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of September 13, 1996, 42,977,736 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 $2,396,008,782.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended June 30,
1996 - Parts I, II, and IV.
Proxy Statement for Annual Meeting of Shareholders dated
September 9, 1996 - Part III.
PART I
Item 1. BUSINESS
(a) General Development of Business.
The Perkin-Elmer Corporation was incorporated in 1939
under the laws of the State of New York. Together with its
consolidated subsidiaries, The Perkin-Elmer Corporation
(hereinafter collectively referred to as "Registrant" or the
"Corporation") develops, manufactures, and sells products in
the industry segments described in sub-item (c) below.
On February 18, 1993, the shareholders of Registrant and
Applied Biosystems, Inc. ("ABI"), a supplier of automated
systems for life science research and related applications,
approved the merger of a subsidiary of Registrant with and
into ABI which resulted in ABI becoming a wholly-owned
subsidiary of Registrant. Effective July 1, 1994, ABI was
merged into Registrant and is now the Applied Biosystems
Division of Registrant.
On April 18, 1994, Registrant entered into an agreement
with Sulzer Inc. to sell its Material Sciences segment
consisting of its Metco Division ("Metco") headquartered in
Westbury, New York. Registrant completed the sale on
September 30, 1994.
The consolidated financial statements and schedules
reflect the merger with ABI as a pooling of interests and
present the Corporation's Material Sciences segment as a
discontinued operation.
On May 18, 1993, Registrant amended its By-laws to change
Registrant's fiscal year end from July 31 to June 30. Prior
to fiscal year 1993, the financial statements of ABI and
Registrant's subsidiaries outside the United States were for
the years ended June 30, while Registrant's domestic
operations were reported on a July 31 fiscal year end.
In order to concentrate on two different strategies for
the Analytical Instruments and Life Sciences businesses,
Registrant reorganized into two separate business segments in
1996.
(b) Financial Information About Industry Segments.
A summary of net sales to unaffiliated customers,
operating income, and identifiable assets attributable to each
of the Registrant's industry segments for the fiscal years
ended June 30, 1996, 1995 and 1994 is incorporated herein by
reference to Note 6 on Pages 42-43 of the Annual Report to
Shareholders for 1996.
-1-
(c) Narrative Description of Business.
The Registrant's operations are organized within two
industry segments: (1) Analytical Instruments; and (2) Life
Sciences. These segments are more fully described below.
ANALYTICAL INSTRUMENTS
Registrant develops, manufactures, markets, sells, and
services analytical instrument systems. This industry segment
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;
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.
Registrant's analytical 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.
LIFE SCIENCES
In this industry segment, Registrant manufactures and
sells biochemical analytical instrument systems and products,
consisting of instruments and associated consumable products.
Life Sciences products include liquid chromatography/mass
spectrometer systems, and DNA amplification, analysis,
synthesis, and sequence detection systems. Registrant's DNA
sequencing instruments have accounted for an increasing share
of the Life Sciences business. These automated systems and
products are used for amplification, purification, isolation,
analysis, synthesis, and sequencing of nucleic acids,
proteins, and other biological molecules. Registrant's
biochemical analytical instrument systems and products are
used for life science research and related applications.
In a joint venture, Perkin-Elmer Sciex Instruments,
Registrant is engaged in the manufacture and sale of mass
spectrometry instrument systems, which are sold by both the
Analytical Instruments and Life Sciences segments.
MARKETING AND DISTRIBUTION
In the United States, Registrant markets the largest
portion of its products directly through its own sales and
distribution organizations, although certain products are
marketed through independent distributors and sales
representatives. Sales to major markets outside of the United
States are generally made by the Registrant's foreign based
sales and service staff, although some sales are made directly
from the United States to foreign customers. In certain
foreign countries, sales are made through various
representative and distributorship arrangements. Registrant
owns or leases sales and service offices in strategic regional
locations in the United States, and in foreign countries
through its foreign sales subsidiaries and distribution
operations. None of Registrant's products is distributed
through retail outlets.
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RAW MATERIALS
There are no specialized raw materials that are
particularly essential to the operation of Registrant's
business. Registrant's manufacturing operations require a
wide variety of raw materials, electronic and mechanical
components, chemical and biochemical materials, and other
supplies, some of which are occasionally found to be in short
supply. Registrant has multiple commercial sources for most
components and supplies but is dependent on single sources for
a limited number of such items, in which case Registrant
normally secures long-term supply contracts. In certain cases,
discontinuances of certain sources could temporarily interrupt
Registrant's business in the Life Sciences segment.
PATENTS, LICENSES, AND FRANCHISES
Registrant has pursued a policy of seeking patent
protection in the United States and other countries for
developments, improvements, and inventions originating within
its organization which are incorporated in Registrant's
products or which fall within its fields of interest. Certain
licenses under patents have been granted to, and received
from, other entities. Registrant has certain rights from
Hoffmann-La Roche Inc. under patents relating to polymerase
chain reaction technology ("PCR"), which patents expire in
2004. Registrant also has rights under a patent issued to the
California Institute of Technology relating to DNA sequencing,
which patent expires in 2009. In Registrant's opinion,
however, no other single patent or license, or group of
patents or licenses, or any franchise, is material to its
business as a whole or to either industry segment.
From time to time, Registrant has asserted that various
competitors and others are infringing Registrant's patents and
similarly, from time to time, others have asserted that
Registrant was infringing patents owned by them. Generally,
such claims are settled by mutual agreement on a satisfactory
basis and result in the granting of licenses by Registrant or
the granting of licenses to Registrant.
SEASONAL FLUCTUATIONS
Neither of Registrant's industry segments is subject to
pronounced seasonal fluctuations.
BACKLOG
Registrant's recorded backlog was $182.3 million at June
30, 1996 and $167.0 million at June 30, 1995. 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 1997.
UNITED STATES GOVERNMENT SALES
No material portion of either of Registrant's industry
segments is subject to renegotiation of profits or termination
of contracts or subcontracts at the election of the United
States Government.
-3-
COMPETITION
The industry segments in which Registrant operates are
highly competitive and are characterized by the application of
advanced technology. There are numerous companies which
specialize in, and a number of larger companies which devote a
significant portion of their resources to, the development,
manufacture, and sale of products which compete with those
manufactured or sold by Registrant. Many of Registrant's
competitors are well-known manufacturers with a high degree of
technical proficiency. In addition, competition is
intensified by the ever-changing nature of the technologies in
the industries in which Registrant is engaged. The markets
for Registrant's products are characterized by specialized
manufacturers that often have strength in narrow segments of
these markets. While the absence of reliable statistics makes
it difficult to determine Registrant's relative market
position in its industry segments, Registrant is confident it
is one of the principal manufacturers in its fields, marketing
a broad line of analytical instruments and life science
systems. In addition to competing in terms of the technology
that Registrant offers, Registrant competes in terms of price,
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 1996, 1995, and 1994, Registrant spent $102.3
million, $95.1 million, and $94.2 million, respectively, on
company sponsored research, development, and engineering
activities.
ENVIRONMENTAL MATTERS
Registrant is subject to federal, state, and local laws
and regulations regulating the discharge of materials into the
environment, or otherwise relating to the protection of the
environment, in those jurisdictions where Registrant operates
or maintains facilities. Registrant does not believe that
compliance with all environmental provisions will have a
material effect on its business, and no material capital
expenditures are expected for environmental control.
EMPLOYEES
As of June 30, 1996, Registrant employed 5,697 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 1996, 1995, and 1994 is incorporated herein by
reference to Note 6 on Pages 42-43 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Registrant's consolidated net revenues to unaffiliated
customers in countries other than the United States for the
fiscal years 1996, 1995, and 1994 were $744.7 million, $669.8
million, and $606.7 million, or 64.0%, 63.0%, and 59.2%,
respectively, of Registrant's consolidated net revenues.
All of the Registrant's manufacturing facilities outside
of the continental United States are located in Germany, the
United Kingdom, Japan, and Canada. The Registrant is in the
process of establishing a manufacturing facility in Singapore.
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There are currently no material foreign exchange controls
or similar limitations restricting the repatriation to the
United States of capital or earnings from operations outside
the United States.
(e) Discontinued Operations.
On September 30, 1994, Registrant sold Metco, comprising
its Material Sciences segment, headquartered in Westbury, New
York to Sulzer Inc., a wholly-owned subsidiary of Sulzer,
Ltd., Winterthur, Switzerland. The consolidated financial
statements and schedules present Registrant's Material
Sciences segment as a discontinued operation.
Item 2. PROPERTIES
Listed below are the principal facilities of Registrant
as of June 30, 1996. Registrant considers all facilities
listed below to be reasonably appropriate for the purpose(s)
for which they are used, including manufacturing, research and
development, and administrative purposes. All properties are
maintained in good working order and, except for those held
for sale or lease, are substantially utilized on the basis of
at least one shift. None of the leased facilities is leased
from an affiliate of Registrant. Facilities are grouped
within the business segment which is the principal user.
Approximate
Owned or Expiration Floor Area
Location Leased Date of Leases In Sq.Ft.
Analytical Instruments
Norwalk, CT Owned 402,000
Wilton, CT Owned 219,000
San Jose, CA Owned 81,000
Beaconsfield, England Owned 70,000
Ueberlingen, Germany Owned 62,000
Ontario, Canada Owned 38,000
Irvine, CA Owned 22,000
Ueberlingen, Germany Leased 2001 201,815
Llantrinsant, Wales Leased 1996 113,000
Meersburg, Germany Leased 1997 24,000
Singapore Leased 1999 15,000
Beaconsfield, England Leased 2005 8,000
Life Sciences
Warrington, England Owned 58,000
Narita, Japan Owned 24,000
Foster City, CA Leased 1999-2005 390,600
Bedford, MA Leased 2000 15,000
Davis, CA Leased 1999 12,000
In addition to the facilities listed above, Registrant
leases space in certain industrial centers for use as regional
sales and service offices, technical demonstration centers,
and warehousing. Registrant also owns undeveloped land in
Redding, Connecticut, Vacaville, California, and Ueberlingen,
Germany.
-5-
In addition to the properties used by Registrant in its
operations, Registrant owns 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 2002, 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 two facilities in Wilton, Connecticut
(approximately 51,000 square feet and 42,000 square feet), and
a facility in San Jose, California (approximately 67,000
square feet) which are held for sale or lease. One of the
facilities in Wilton is leased on a long-term basis, and the
facility in San Jose and a portion of the remaining facility
in Wilton are leased on a short-term basis.
Item 3. LEGAL PROCEEDINGS
The Corporation has been named as a defendant in various
legal actions arising from the conduct of its normal business
activities. Although the amount of any liability that might
arise with respect to any of these matters cannot be
accurately predicted, the resulting liability, if any, will
not, in the opinion of management of Registrant, have a
material adverse effect on the consolidated financial
statements of Registrant.
Registrant was one of approximately 125 third party
defendants named in a third party complaint dated February 19,
1993 in United States of America v. Davis et al., which is
pending in the United States District Court for the District
of Rhode Island. The third party plaintiffs, who were named
as defendants and potentially responsible parties in the
Government's initial complaint, sought equitable contribution
and indemnification in the event they were found liable for
remediation costs relating to the removal of hazardous
substances from a site located in Smithfield, Rhode Island
(such costs initially were estimated by the Government to be
$27.8 million, but most recent estimates of such costs appear
to be in the $40 million range). All but one of the third
party plaintiffs settled with the Government for a total of
approximately $6 million, and a trial on the question of the
remaining third party plaintiff's liability to the Government
resulted in an April 22, 1995 Memorandum and Order in which
the Court found such plaintiff, United Technologies
Corporation, liable as a "generator" of hazardous wastes
deposited at the site. Thereafter, the Court permitted United
Technologies Corporation to proceed with its claims against
third parties. Approximately one-half of the third party
claims have been settled, and the remaining, including the
claim against Registrant, are scheduled for trial in November
1996. 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 liability.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth quarter of the fiscal year covered by this report.
-6-
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, 1996, 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 1996 and
1995 (Note 13, Page 47 of the Annual Report to Shareholders).
(b) Holders.
On September 13, 1996, the approximate number of holders
of Common Stock of Registrant was 7,490. 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 depository trust companies. The calculation of the number
of shares of Registrant's Common Stock held by non-affiliates
shown on the cover of this Form 10-K was made on the
assumption that there were no affiliates other than executive
officers and directors.
(c) Dividends.
The amount of quarterly dividends paid during the fiscal
years 1996 and 1995 (Note 13, Page 47 of Registrant's Annual
Report to Shareholders) is hereby incorporated by reference in
this Form 10-K.
Item 6. SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference in this Form
10-K Page 26 of Registrant's Annual Report to Shareholders for
the fiscal year ended June 30, 1996.
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 27-32 of Registrant's Annual Report to Shareholders
for the fiscal year ended June 30, 1996.
-7-
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, 1996 are
incorporated by reference in this Form 10-K: the Consolidated
Financial Statements and the report thereon of Price
Waterhouse LLP dated July 24, 1996, and Pages 33-48 of said
Annual Report, including Note 13, Page 47, 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, 1996, the date of
Registrant's most recent financial statements.
-8-
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 9, 1996, in connection with its Annual Meeting of
Shareholders to be held on October 17, 1996.
(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 13, 1996.
Name Age Present Positions and Year First Elected
Manuel A. Baez................ 54 Senior Vice President (1996)
Peter Barrett................. 43 Vice President (1994)
David P. Binkley............. 43 Vice President (1995)
Michael W. Hunkapiller........ 47 Vice President (1994)
Stephen O.Jaeger.............. 52 Vice President, Chief Financial Officer (1995), and Treasurer (1996)
Joseph E. Malandrakis......... 50 Vice President (1993)
John B. McBennett............. 58 Corporate Controller (1993)
Michael J. McPartland......... 47 Vice President, Human Resources (1993)
Mark C. Rogers................ 53 Senior Vice President (1996)
William B. Sawch.............. 42 Vice President, General Counsel and Secretary (1993)
Tony L. White................. 50 Chairman, President, and Chief Executive Officer (1995)
Each of the foregoing named officers was either elected
at the last organizational meeting of the Board of Directors
held on October 19, 1995 or was elected by the Board since
that date. The term of each officer will expire on October
17, 1996, 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 9, 1996, in connection with its Annual Meeting of
Shareholders to be held on October 17, 1996. 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
-9-
Drs. Hunkapiller and Rogers, and Messrs. Baez, Jaeger,
McPartland, and White. Mr. Baez was elected Senior Vice
President of Registrant on June 20, 1996. Prior to his
employment by Registrant in June, 1996, Mr. Baez was
employed by Baxter International Inc. for 22 years, most
recently as Executive Vice President, International. Prior
to joining Baxter International, Inc., Mr. Baez was employed
by Ciba-Geigy, Inc. Dr. Hunkapiller was elected Vice
President of Registrant on October 20, 1994. Prior to his
employment by Registrant in February, 1993, Dr. Hunkapiller
was employed by ABI as Executive Vice President. Dr.
Hunkapiller joined ABI in 1983 as a member of the Research
and Development group and was later appointed Vice
President, Research and Development. He also served as Vice
President, Science and Technology, and General Manager, DNA
Business Unit. Mr. Jaeger was elected Vice President of
Registrant on March 16, 1995. Prior to his employment by
Registrant in March, 1995, Mr. Jaeger was employed by
Houghton Mifflin and Company from 1987 to 1995, most
recently as Executive Vice President, Chief Financial
Officer and Treasurer, and served on its board of directors.
Prior to joining Houghton Mifflin, he served as Senior Vice
President and Chief Financial Officer of British Petroleum
North America, Inc. from 1979 to 1987. 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, from
1980 to 1993, most recently as Senior Vice President and
Director, Corporate Personnel. Dr. Rogers was elected
Senior Vice President on June 20, 1996. Prior to his
employment by Registrant in May, 1996, Dr. Rogers was Vice
Chancellor for Health Affairs at Duke University Medical
Center and Chief Executive Officer at Duke Hospital and
Health Network from 1992 to 1996. Prior to joining Duke,
Dr. Rogers held a number of positions at Johns Hopkins
University, including Chairman of the Department of
Anesthesiology and Critical Care Medicine. Mr. White was
elected Chairman, Chief Executive Officer and President of
Registrant on September 12, 1995. Prior to his employment
by Registrant, Mr. White was employed by Baxter
International Inc. in various executive positions, most
recently as Executive Vice President.
(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 8 of Registrant's Proxy Statement dated
September 9, 1996, in connection with its Annual Meeting of
Shareholders to be held on October 17, 1996.
Item 11. EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference in this
Form 10-K Pages 5-6 and 8-17 of Registrant's Proxy Statement
dated September 9, 1996, in connection with its Annual
Meeting of Shareholders to be held on October 17, 1996.
-10-
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 7 of Registrant's Proxy Statement dated
September 9, 1996, in connection with its Annual Meeting of
Shareholders to be held on October 17, 1996.
(b) Security Ownership of Management.
Information concerning the security ownership of
management is hereby incorporated by reference to Pages 2-4
and 7-8 of Registrant's Proxy Statement dated September 9,
1996, in connection with its Annual Meeting of Shareholders
to be held on October 17, 1996.
(c) Changes in Control.
Registrant knows of no arrangements, including any
pledge by any person of securities of Registrant, the
operation of which may at a subsequent date result in a
change in control of Registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain related party
transactions is hereby incorporated by reference to Note 9,
Page 45 of the Annual Report to Shareholders, and to Page 17
of Registrant's Proxy Statement dated September 9, 1996, in
connection with its Annual Meeting of Shareholders to be
held on October 17, 1996.
-11-
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 24, 1996, appearing on Pages 33 through 48 of
Registrant's Annual Report to Shareholders for the fisical
year ended June 30, 1996, 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, 1996, is not to be deemed filed
as part of this report on Form 10-K.
Annual
10-K Report
Page No. Page No.
Consolidated Statements of
Operations - fiscal years
1996, 1995, and 1994 ............... -- 33
Consolidated Statements of
Financial Position - fiscal years
1996 and 1995 ...................... -- 34
Consolidated Statements of
Cash Flows - fiscal years
1996, 1995, and 1994 ............... -- 35
Consolidated Statements of
Shareholders' Equity - fiscal years
1996, 1995, and 1994 ............... -- 36
Notes to Consolidated Financial
Statements.......................... -- 37-47
Report of Management................ 48
Report of Price Waterhouse LLP...... -- 48
-12-
(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, 1996. 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 Schedule..... 18 --
Schedule II - Valuation and
Qualifying Accounts and Reserves... 19 --
-13-
(a) 3. Exhibits.
Exhibit
No.
2(1) Acquisition Agreement dated July 19, 1991, among the
Corporation, Hoffmann-LaRoche Inc., and Roche Probe,
Inc. (Incorporated by reference to Exhibit 1 to
Current Report on Form 8-K of the Corporation dated
July 19, 1991 (Commission file number 1-4389).)
2(2) Acquisition Agreement dated July 19, 1991, between
the Corporation and F. Hoffmann-La Roche Ltd.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated July 19,
1991 (Commission file number 1-4389).)
2(3) Agreement and Plan of Merger, by and among
Registrant, Sequence Acquisition Company and Applied
Biosystems, Inc. dated as of October 6, 1992.
(Incorporated by reference to Exhibit 2 to Current
Report on Form 8-K of the Corporation dated October
6, 1992 (Commission file number 1-4389).)
2(4) Agreement dated April 18, 1994 between Sulzer Inc.
and The Perkin-Elmer Corporation, as amended through
August 31, 1994. (Incorporated by reference to
Exhibit 2(4) to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
3(i) Restated Certificate of the Corporation as amended
through July 1, 1994. (Incorporated by reference to
Exhibit 3(I) to Annual Report on Form 10-K of the
Corporation for fiscal year ended June 30, 1994
(Commission file number 1-4389).)
3(ii) Amended and Restated By-laws of the Corporation, as
amended through July 15, 1993. (Incorporated by
reference to Exhibit 3(ii) to Annual Report on Form
10-K of the Corporation for fiscal year ended June
30, 1993 (Commission file number 1-4389).)
4(1) Three Year Credit Agreement dated June 1, 1994, among
Morgan Guaranty Trust Company, certain banks named in
such Agreement, and the Corporation, as amended July
20, 1995. (Incorporated by reference to Exhibit 4(1)
to Annual Report on Form 10-K of the Corporation for
fiscal year ended June 30, 1995 (Commission file
number 1-4389).)
4(2) Shareholder Protection Rights Agreement dated April
30, 1989, between The Perkin-Elmer Corporation and
The First National Bank of Boston. (Incorporated by
reference to Exhibit 4 to Current Report on Form 8-K
of the Corporation dated April 20, 1989 (Commission
file number 1-4389).)
10(1) The Perkin-Elmer Corporation 1984 Stock Option Plan
for Key Employees, as amended through May 21, 1987.
(Incorporated by reference to Exhibit 28(c) to Post
Effective Amendment No. 1 to the Corporation's
Registration Statement on Form S-8 (No. 2-95451).)
10(2) The Perkin-Elmer Corporation 1988 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 10(4) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended July 31, 1988
(Commission file number 1-4389).)
10(3) The Perkin-Elmer Corporation 1993 Stock Incentive
Plan for Key Employees. (Incorporated by reference
to Exhibit 99 to the Corporation's Registration
Statement on Form S-8 (No. 33-50847).)
10(4) 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(5) 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(6) Deferred Compensation Contract dated September 15,
1994, between Registrant and Michael W. Hunkapiller.
(Incorporated by reference to Exhibit 10(7) to Annual
Report on Form 10-K of the Corporation for the fiscal
year ended June 30, 1995 (Commission file number 1-
4389).)
10(7) Deferred Compensation Contract dated February 18,
1993, between Registrant and Michael J. McPartland.
(Incorporated by reference to Exhibit 10(8) to Annual
Report on Form 10-K of the Corporation for the fiscal
year ended June 30, 1995 (Commission file number 1-
4389).)
10(8) Deferred Compensation Contract dated September 15,
1994, between Registrant and Peter Barrett.
(Incorporated by reference to Exhibit 10(9) to Annual
Report on Form 10-K of the Corporation for the fiscal
year ended June 30, 1995 (Commission file number 1-
4389).)
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10(9) Deferred Compensation Contract dated July 29, 1974,
as amended through January 20, 1994 between
Registrant and Gaynor N. Kelley. (Incorporated by
reference to Exhibit 10(8) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
June 30, 1994 (Commission file number 1-4389).)
10(10) Change of Control Agreement dated September 12, 1995,
between Registrant and Tony L. White. (Incorporated
by reference to Exhibit 10(16) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended June 30, 1995 (Commission file number 1-4389).)
10(11) Employment Agreement dated November 16, 1995, between
Registrant and Michael W. Hunkapiller.
10(12) Employment Agreement dated November 16, 1995, between
Registrant and Stephen O. Jaeger.
10(13) Employment Agreement dated November 16, 1995, between
Registrant and Michael J. McPartland.
10(14) Employment Agreement dated November 16, 1995, between
Registrant and Peter Barrett.
10(15) 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(16) The Excess Benefit Plan of The Perkin-Elmer
Corporation dated August 1, 1984, as amended through
June 30, 1993. (Incorporated by reference to Exhibit
10(17) to Annual Report on Form 10-K of the
Corporation for the fiscal year ended June 30, 1993
(Commission file number 1-4389).)
10(17) 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(18) Employment Agreement dated September 12, 1995,
between Registrant and Tony L. White. (Incorporated
by reference to Exhibit 10(21) to Annual Report on
Form 10-K of the Corporation for the fiscal year
ended June 30, 1995 (Commission file number 1-4389).)
10(19) Employment Agreement dated April 11, 1995, between
Registrant and Stephen O. Jaeger.
10(20) Pledge Agreements and Promissory Notes between
Registrant and Stephen O. Jaeger, Michael W.
Hunkapiller and Michael J. McPartland. (Incorporated
by reference to Exhibit 10 to Quarterly Report on
Form 10-Q of the Corporation for the quarter ended
March 31, 1996 (Commission file number 1-4389).)
10(21) Consulting Agreement dated April 1, 1995, between
Registrant and Robert H. Hayes. (Incorporated by
reference to Exhibit 10(17) to Annual Report on Form
10-K of the Corporation for the fiscal year ended
June 30, 1995 (Commission file number 1-4389).)
11 Computation of Net Income (Loss) per Share for the
five years ended June 30, 1996.
13 Annual Report to Shareholders for 1996 (to the extent
incorporated herein by reference).
21 List of Subsidiaries.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
Note: None of the Exhibits listed in Item 14(a) 3 above,
except Exhibits 11 and 23, are included with this Form 10-K
Annual Report. Registrant will furnish a copy of any such
Exhibit upon written request to the Secretary at the address
on the cover of this Form 10-K Annual Report accompanied by
payment of $3 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PERKIN-ELMER CORPORATION
By /s/ W. B. Sawch
William B. Sawch
Vice President, General Counsel
and Secretary
Date: September 19, 1996
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of Registrant and in the
capacities and on the dates indicated.
/s/ Tony L. White September 19, 1996
Tony L. White
Chairman of the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen O. Jaeger September 19, 1996
Stephen O. Jaeger
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ John B. McBennett September 19, 1996
John B. McBennett
Corporate Controller
(Principal Accounting Officer)
/s/ Joseph F. Abely, Jr. September 19, 1996
Joseph F. Abely, Jr.
Director
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/s/ Richard H. Ayers September 19, 1996
Richard H. Ayers
Director
/s/ Jean-Luc Belingard September 19, 1996
Jean-Luc Belingard
Director
/s/ Robert H. Hayes September 19, 1996
Robert H. Hayes
Director
/s/ Donald R. Melville September 19, 1996
Donald R. Melville
Director
/s/ Burnell R. Roberts September 19, 1996
Burnell R. Roberts
Director
/s/ Georges C. St. Laurent, Jr. September 19, 1996
Georges C. St. Laurent, Jr.
Director
/s/ John S. Scott September 19, 1996
John S. Scott
Director
/s/ Carolyn W. Slayman September 19, 1996
Carolyn W. Slayman
Director
/s/ Orin R. Smith September 19, 1996
Orin R. Smith
Director
/s/ Richard F. Tucker September 19, 1996
Richard F. Tucker
Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of The Perkin-Elmer Corporation
Our audits of the consolidated financial statements
referred to in our report dated July 24, 1996, appearing on
Page 48 of the 1996 Annual Report to Shareholders of The
Perkin-Elmer Corporation (which report and consolidated
financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a)2 of this
Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related
consolidated financial statements.
PRICE WATERHOUSE LLP
Stamford, Connecticut
July 24, 1996
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THE PERKIN-ELMER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED JUNE 30, 1996, 1995 AND 1994
(Amounts in thousands)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS
Balance at June 30, 1993..................... $ 8,226
Charged to income in fiscal year 1994........ 2,927
Deductions from reserve in fiscal year 1994.. (3,906)
Balance at June 30, 1994..................... 7,247
Charged to income in fiscal year 1995........ 2,086
Deductions from reserve in fiscal year 1995.. (384)
Balance at June 30, 1995..................... 8,949 (1)
Charged to income in fiscal year 1996........ 1,090
Deductions from reserve in fiscal year 1996.. (3,194)
Balance at June 30, 1996..................... $ 6,845 (1)
(1) Deducted in the Consolidated Statements of Financial
Position from accounts receivable.
SCHEDULE II
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THE PERKIN-ELMER CORPORATION
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Dollar amounts in thousands, except per share amounts)
June 30, June 30, June 30, June 30, July 31,
1996 1995 1994 1993 1992
Weighted average number of common shares 42,720 42,129 43,857 43,780 43,526
Common stock equivalents - stock options 1,027 515 816 1,173 1,169
Weighted average number of common shares
used in calculating primary earnings per share 43,747 42,644 44,673 44,953 44,695
Additional dilutive stock options under
paragraph #42 APB #15 137 120 172 97 280
Shares used in calculating earnings per share - fully
diluted basis 43,884 42,764 44,845 45,050 44,975
Calculation of primary and fully diluted earnings
per share:
PRIMARY AND FULLY DILUTED:
Income from continuing operations $ 13,944 $ 66,877 $ 73,978 $ 24,444 $ 24,296
Income (loss) from discontinued operations (22,851) 1,714 10,941
Income before cumulative effect of
accounting changes 13,944 66,877 51,127 26,158 35,237
Cumulative effect of accounting changes (83,098)
Net income (loss) used in the calculation of
primary and fully diluted earnings per share $ 13,944 $ 66,877 $ 51,127 $ (56,940) $ 35,237
PRIMARY:
Per share amounts:
Income from continuing operations $ .32 $ 1.57 $ 1.66 $ .54 $ .54
Income (loss) from discontinued operations (.52) .04 .25
Income before cumulative effect of
accounting changes .32 1.57 1.14 .58 .79
Loss from cumulative effect of accounting changes (1.85)
Net income (loss) $ .32 $ 1.57 $ 1.14 $ (1.27) $ .79
FULLY DILUTED:
Per share amounts:
Income from continuing operations $ .32 $ 1.56 $ 1.65 $ .54 $ .54
Income (loss) from discontinued operations (.51) .04 .24
Income before cumulative effect of
accounting changes .32 1.56 1.14 .58 .78
Loss from cumulative effect of accounting changes (1.84)
Net income (loss) $ .32 $ 1.56 $ 1.14 $ (1.26) $ .78
EXHIBIT 11
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Registration Statements on Form S-8 (Nos. 2-95451, 33-
25218, 33-44191, 33-50847, 33-50849, and 33-58778) of The
Perkin-Elmer Corporation of our report dated July 24, 1996,
appearing on page 48 of the Annual Report to Shareholders
which is incorporated in this Annual Report on Form 10-K.
We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on
page 18 of this Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 19, 1996
EXHIBIT 23
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