Applied Biosystems Inc. – ‘S-4/A’ on 3/19/99

As of:  Friday, 3/19/99   ·   Accession #:  1047469-99-10576   ·   File #:  333-67797

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of             4     21K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-10.5     Material Contract                                     29     86K 

S-4/A   —   Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction

S-4/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1999

                                                      REGISTRATION NO. 333-67797
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3 TO
FORM S-4

REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

PE CORPORATION
(FORMERLY KNOWN AS THE PERKIN-ELMER CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                                
           DELAWARE                          3826                 06--1534213   
 (STATE OR OTHER JURISDICTION    (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER
              OF                 CLASSIFICATION CODE NUMBER)     IDENTIFICATION 
INCORPORATION OR ORGANIZATION)                                        NO.)      

------------------------
PE CORPORATION
761 MAIN AVENUE 
NORWALK, CT 06859-0001
(203) 762-1000
----------------------------------

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

WILLIAM B. SAWCH
761 MAIN AVENUE 
NORWALK, CT 06859-0001
(203) 761-2900
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA 
CODE, OF AGENT FOR SERVICE) 
------------------------------
WITH COPIES TO: 

RAYMOND W. WAGNER                         FRANCIS J. MORISON
SIMPSON THACHER & BARTLETT                  DAVIS POLK & WARDWELL   
425 LEXINGTON AVENUE                      450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017                  NEW YORK, NEW YORK 10017

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

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
----------------------------------

   If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box: / /                             
----------------------------------

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering: / /                     
----------------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering: / /                                                      
----------------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                                           PROPOSED MAXIMUM  PROPOSED MAXIMUM
                TITLE OF EACH CLASS OF                       AMOUNT TO      OFFERING PRICE       AGGREGATE   
             SECURITIES TO BE REGISTERED                   BE REGISTERED       PER SHARE      OFFERING PRICE 
                                                                                                             
PE Corporation-PE Biosystems Group Common Stock, par                                                         
  value $.01 per share (1)..............................        N/A               N/A               N/A      
Rights to Purchase Series A Participating Junior                                                             
  Preferred Stock, par value $.01 per share (2).........        N/A               N/A               N/A      
PE Corporation-Celera Genomics Group Common Stock, par                                                       
  value $.01 per share (1)(3)...........................        N/A               N/A          $333,667,000  
Rights to Purchase Series B Participating Junior                                                             
  Preferred Stock, par value $.01 per share (2).........        N/A               N/A               N/A      



                TITLE OF EACH CLASS OF                       AMOUNT OF                                       
             SECURITIES TO BE REGISTERED                 REGISTRATION FEE                                    
                                                                                                             
PE Corporation-PE Biosystems Group Common Stock, par                                                         
  value $.01 per share (1)..............................        N/A                                          
Rights to Purchase Series A Participating Junior                                                             
  Preferred Stock, par value $.01 per share (2).........        N/A                                          
PE Corporation-Celera Genomics Group Common Stock, par                                                       
  value $.01 per share (1)(3)...........................      $92,800                                        
Rights to Purchase Series B Participating Junior                                                             
  Preferred Stock, par value $.01 per share (2).........        N/A                                          

(1) If the Recapitalization Proposal described herein is approved by the        
shareholders and the reincorporation merger (the "Merger") of The       
   Perkin-Elmer Corporation, a New York corporation ("Perkin-Elmer New York"),
    with a subsidiary of PE Corporation, a Delaware corporation ("PE Delaware"),
becomes effective, each share of the Common Stock, par value $1.00 per  
  share, of Perkin-Elmer New York (the "Existing Common Stock"), outstanding
    at the effective time (the "Effective Time") of the Merger will be converted
    into one share of PE Corporation-PE Biosystems Group Common Stock, par value
  $.01 per share ("PE Biosystems Stock"), and .5 of a share (the "Ratio") of
   PE Corporation-Celera Genomics Group Common Stock, par value $.01 per share
    ("Celera Genomics Stock"). The number of shares of PE Biosystems Stock being
registered is equal to the number of shares of Existing Common Stock    
outstanding at the Effective Time, and the number of shares of Celera   
 Genomics Stock being registered is equal to the Ratio times the number of
shares of Existing Common Stock outstanding at the Effective Time. In   
accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the "Securities Act"), the number of shares being registered is not    
included in the table.                                                  
(2) Prior to the occurrence of certain events, the rights to purchase Series A  
Participating Junior Preferred Stock, par value $.01 per share, and the 
   rights to purchase Series B Participating Junior Preferred Stock, par value
$.01 per share (collectively, the "Rights"), will not be evidenced      
 separately from the related PE Biosystems Stock or Celera Genomics Stock.
The value, if any, of the Rights is reflected in the market price of the
related PE Biosystems Stock or Celera Genomics Stock. Accordingly, no   
separate fee is paid.                                                   
(3) Previously paid based upon the book value of Perkin-Elmer New York's        
historical interests in the Celera Genomics Group of $333,667,000 as of 
September 30, 1998.                                                     

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT    
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(A), MAY DETERMINE.                                                    

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S-4/A
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This Amendment No. 3 is being filed solely for the purpose of filing Exhibit No.
10.5

S-4/A
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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of     
Norwalk, State of Connecticut, on March 19, 1999.                               

                 PE CORPORATION (formerly known as
             The Perkin-Elmer Corporation)

                             By   /s/ WILLIAM B. SAWCH as Attorney-In-Fact
                                   -----------------------------------------
             Name: Tony L. White
                                 Title: Chairman of the Board, President
                                 and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in 
the capacities and on the dates indicated.                                      

  SIGNATURE                        TITLE                    DATE
------------------------------  ---------------------------  -------------------

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact                                                  
------------------------------  Chairman of the Board of       March 19, 1999   
Tony L. White             Directors, President and              
           Chief Executive Officer
        (principal executive
officer)    

/s/ DENNIS L. WINGER                                                  
------------------------------  Senior Vice President and      March 19, 1999   
Dennis L. Winger           Chief Financial Officer                
        (principal financial
officer)    

/s/ UGO D. DEBLASI                                                  
------------------------------  Corporate Controller           March 19, 1999   
Ugo D. DeBlasi            (principal accounting                 
officer)    

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Joseph F. Abely, Jr.                                                  

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Richard H. Ayers                                                  

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Jean-Luc Belingard                                                  

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Robert H. Hayes                                                   

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Georges C. St. Laurent, Jr.                                                   

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S-4/A
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  SIGNATURE                        TITLE                    DATE
------------------------------  ---------------------------  -------------------

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Carolyn W. Slayman                                                  

/s/ WILLIAM B. SAWCH as                                                   
Attorney-In-Fact         Director                                 
------------------------------                                 March 19, 1999   
Orin R. Smith                                                   

II-5

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/19/99		1		4
		9/30/98		1					10-Q
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