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Perkinelmer Labworks Inc, et al. – ‘S-4/A’ on 5/8/03

On:  Thursday, 5/8/03, at 5:30pm ET   ·   Accession #:  950135-3-2924   ·   File #s:  333-104351, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/08/03  Perkinelmer Labworks Inc          S-4/A                 10:2.0M                                   Bowne of Boston/FA
          Perkinelmer Las Inc
          Applied Surface Technology Inc
          Carl Consumable Products LLC
          Perkinelmer Optoelectronics NC Inc
          Perkinelmer Optoelectronics SC Inc
          Perkinelmer Holdings Inc
          Perkinelmer Automotive Research Inc
          Nen Life Sciences Inc
          Perkinelmer Inc
          Lumen Technologies Inc
          Packard Bioscience Co

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Form S-4 Amendment 1                                HTML   1.77M 
 2: EX-10.2     EX-10.2 Amendment #1 to Credit Agreement              19     33K 
 3: EX-10.3     EX-10.3 Amendment #2 to Credit Agreement              61     64K 
 4: EX-10.4     Material Contract                                      7     25K 
 5: EX-10.5     Material Contract                                      5     24K 
 6: EX-23.1     EX-23.1 Independent Auditors Consent                   1     10K 
 7: EX-99.1     EX-99.1 Letter of Transmittal                       HTML     63K 
 8: EX-99.2     EX-99.2 Notice of Guarantee of Delivery             HTML     23K 
 9: EX-99.3     EX-99.3 Letter to Brokers                           HTML     16K 
10: EX-99.4     EX-99.4 Letter to Clients                           HTML     18K 

Table of Contents

Registration No. 333-104351

SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 1

TO

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PerkinElmer, Inc.

Terrance L. Carlson, Esq.

Copies to:

David E. Redlick, Esq.

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

      If 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.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.     o                              

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.     o                              

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Applied Surface Technology, Inc.

c/o Terrance L. Carlson, Esq.

Carl Consumable Products, LLC

c/o Terrance L. Carlson, Esq.

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Lumen Technologies, Inc.

c/o Terrance L. Carlson, Esq.

NEN Life Sciences, Inc.

c/o Terrance L. Carlson, Esq.

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Packard Bioscience Company

c/o Terrance L. Carlson, Esq.

PerkinElmer Labworks, Inc.

c/o Terrance L. Carlson, Esq.

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c/o Terrance L. Carlson, Esq.

PerkinElmer Optoelectronics NC, Inc.

c/o Terrance L. Carlson, Esq.

Table of Contents

c/o Terrance L. Carlson, Esq.

PerkinElmer Holdings, Inc.

c/o Terrance L. Carlson, Esq.

Table of Contents

c/o Terrance L. Carlson, Esq.

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SUBJECT TO COMPLETION, DATED May 8, 2003

PROSPECTUS

$300,000,000

PerkinElmer, Inc.

8 7/8% Senior Subordinated Notes Due 2013

        We are offering to exchange 8 7/8% senior subordinated notes due 2013 that we have registered under the Securities Act of 1933 for all of our outstanding 8 7/8% senior subordinated notes due 2013. We refer to these registered notes as the new notes and all outstanding 8 7/8% senior subordinated notes due 2013 as the old notes. The old notes are, and the new notes will be, fully and unconditionally guaranteed, jointly and severally, by substantially all of our domestic subsidiaries. The new notes will not be listed on any national securities exchange. Currently, there is no public market for the old notes.

The Exchange Offer

The New Notes

       See “Risk Factors” beginning on page 9 to read about factors you should consider in connection with the exchange offer.

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

The date of this prospectus is May           , 2003

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      We are incorporating by reference in this prospectus some of the documents we file with the SEC. This means that we can disclose important business, financial and other information to you by referring you to those documents. The information in the documents that we incorporate by reference is considered to be part of this prospectus, even though it is not delivered with this prospectus. Information in specified documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the document listed below and any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of filing of the initial registration statement relating to this exchange offer and prior to the termination of any offering of securities offered by this prospectus:

      Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

      We will provide a copy of the documents we incorporate by reference, at no cost, upon written request or oral request of any person who receives this prospectus. To request a copy of any or all of these documents, you should write or telephone us at: 45 William Street, Wellesley, Massachusetts 02481, (781) 237-5100, Attention: Daniel J. Sotherby, Director of Investor Relations. If you would like to request any documents, you must do so by no later than June 17, 2003 in order to receive them before the expiration of the exchange offer.

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the public reference facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of these materials by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the

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      We have filed this prospectus with the SEC as part of a registration statement on Form S-4 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and its exhibits are available for inspection and copying as set forth above.

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. The information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since then. To the extent the information contained or incorporated by reference in this prospectus becomes materially inaccurate subsequent to the date on the front cover of this prospectus or the date of the document incorporated by reference, as the case may be, and prior to the expiration of the exchange offer we will promptly supplement the information by filing with the SEC a document which is incorporated by reference into this prospectus. We are not making an offer to sell the new notes in any jurisdiction where the offer or sale is not permitted.

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SUMMARY

      This summary highlights material information about us and the exchange offer. This summary is not complete and may not contain all of the information that you should consider before participating in this exchange offer. You should read carefully the entire prospectus, including “Risk Factors,” and the documents that we have filed with the SEC and incorporated by reference into this prospectus.

      In this prospectus, “PerkinElmer, Inc.,” “PerkinElmer,” “the Company,” “we,” “us” and “our” refer to PerkinElmer, Inc. and its consolidated subsidiaries, unless the context requires otherwise. However, for purposes of the section of this prospectus entitled “Description of the New Notes,” wherever we refer to “PerkinElmer, Inc.,” “PerkinElmer,” “the Company,” “we,” “us” and “our” we are referring only to PerkinElmer, Inc. and not to any of our subsidiaries.

PerkinElmer, Inc.

      We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets. We design, manufacture, market and service products and systems within three business units:

      We were incorporated under the laws of the Commonwealth of Massachusetts in 1947. Our principal executive offices are located at 45 William Street, Wellesley, Massachusetts 02481, and our telephone number is (781) 237-5100. Our website is located at www.perkinelmer.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our website address is included in this document as an inactive textual reference only.

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The Exchange Offer

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The New Notes

      The form and terms of the new notes are the same as the form and terms of the old notes, except that:

      The new notes will evidence the same debt as the old notes and will rank equally with the old notes. The same indenture will govern both the old notes and the new notes. We refer to the old notes and the new notes together as the “notes.” Unless the context otherwise requires, when we refer to the old notes, we also refer to the guarantees associated with the old notes, and when we refer to the new notes, we also refer to the guarantees associated with the new notes.

      The following is a brief summary description of the new notes. For a more complete description of the terms of the new notes, see the “Description of the New Notes” section of this prospectus.

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Summary Consolidated Financial Data

      The following table sets forth summary consolidated financial data for each of the fiscal years ended December 31, 2000, December 30, 2001 and December 29, 2002. The summary consolidated financial data for each of the fiscal years in the three-year period ended December 29, 2002 and as of December 30, 2001 and December 29, 2002 has been derived from our audited consolidated financial statements, prepared in accordance with GAAP, which are included elsewhere in this prospectus. The summary consolidated financial data as of December 31, 2000 has been derived from our audited consolidated financial statements, which do not appear in this prospectus. Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The summary consolidated financial data should be read together with “Selected Historical Financial Information” and our consolidated financial statements and the related notes to those financial statements, which we have included elsewhere in this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which we have incorporated by reference into this prospectus.

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RISK FACTORS

      You should consider the following risk factors, in addition to the other information presented or incorporated by reference into this prospectus, in evaluating us, our business and your participation in the exchange offer.

Risks Related to the Exchange Offer

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

      Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected.

      Old notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue new notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

If we experience difficulty servicing our substantial debt, we may experience operating constraints, be less able to react to changing market and economic conditions and need to seek additional financing.

      Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the principal or interest in respect of our indebtedness, including the notes. We may also obtain additional long-term debt and working capital lines of credit to meet future financing needs, which would have the effect of increasing our total leverage.

      Our substantial leverage could have significant negative consequences, including:

      Our ability to satisfy our obligations, including debt service on the notes, and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet these obligations or to successfully execute our business strategy. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional financing or equity capital,

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      We have a substantial amount of outstanding indebtedness. As of December 29, 2002, we had approximately $805.5 million in outstanding indebtedness, excluding obligations under our accounts receivable securitization facility. We also have a $100.0 million revolving credit facility. As of the date of this prospectus, we have not borrowed under this revolving credit facility. $315.0 million of our indebtedness bears interest at floating rates. As a result, our interest payment obligations on this indebtedness will increase if interest rates increase. An increase of approximately 10%, or 55 basis points, in interest rates applicable as of December 29, 2002 would increase our interest payments, and result in a corresponding additional pre-tax charge to our earnings, of approximately $1.7 million for the 2003 fiscal year.

Our debt agreements contain several restrictions that constrain our operational flexibility and may limit our ability to pay interest or principal on the notes.

      The indenture relating to the notes and our senior credit facility contain, and future debt instruments to which we may become subject may contain, restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company, including restrictions on our ability and the ability of our subsidiaries to:

These limitations on our operational flexibility may limit our ability to pay interest or principal on the notes.

      We are also required to meet specified financial ratios under the terms of our senior credit facility. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition. Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date. Also, an acceleration of the debt under our senior credit facility would trigger an event of default under the notes, and a default under the notes would trigger an event of default under the senior credit facility and possibly other debt incurred in the future. If an event of default occurs, we may not have sufficient funds available to make the required payments under our indebtedness. If we are unable to repay amounts owed under our senior credit facility, those lenders may be entitled to foreclose on and sell the collateral that secures our borrowings under that agreement. Our inability to repay amounts owed under our senior credit facility may also cause a default under other of our obligations including our accounts receivable securitization facility.

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If the holders of our secured debt foreclose on their collateral, we may not have sufficient assets to repay the notes.

      The notes and guarantees are not secured by any of our or our guarantors’ assets. If we become insolvent or are liquidated, or if payment of any secured indebtedness is accelerated, the holders of our secured indebtedness will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to foreclose on and sell the collateral for the indebtedness in order to satisfy the indebtedness. In that case, we may not have sufficient assets to repay the notes.

      Our indebtedness under our senior credit facility is secured by a perfected first priority security interest in:

In addition, a significant portion of our accounts receivable has been funded pursuant to our accounts receivable securitization facility and will not be available to satisfy our obligations to other creditors, including holders of the notes. We may also incur additional secured debt in the future.

Because your right to receive payment on the notes is junior to the rights of the holders of all of our indebtedness, if we are involved in bankruptcy or similar proceedings you may receive only a partial, or no, payment on the notes.

      The notes and guarantees are general unsecured obligations, junior in right of payment to all of our senior indebtedness and senior indebtedness of our guarantors, including indebtedness and guarantees under our senior credit facility, our zero coupon convertible debentures due 2020, our 6.8% notes due 2005 and all of our future borrowings, except any future indebtedness that expressly provides that it ranks equally with, or is subordinated in right of payment to, the notes. As a result, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior indebtedness or senior indebtedness of any guarantor will be entitled to be paid in full in cash, or as otherwise agreed to by holders of senior indebtedness, before any payment may be made by us or any of the guarantors with respect to the notes and the guarantees.

      In the event that we are declared bankrupt, become insolvent or are liquidated, reorganized or involved in a similar proceeding, holders of the notes will participate with trade creditors and all other holders of our senior subordinated indebtedness in the assets remaining after we have paid all of the senior indebtedness. The indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of any remaining senior indebtedness instead. In any of these cases, if our assets are insufficient to pay all of our creditors, the holders of the notes will receive a proportional payment only if the holders of our senior indebtedness, including the lenders under our senior credit facility, are paid in full. We may not have sufficient assets after we make payments on our senior debt or senior debt of the guarantors to make any payments to the holders of the notes. In addition, events of default under our senior indebtedness would prohibit us and the guarantors from making any payments on the notes or the guarantees.

      As of December 29, 2002, we had outstanding an aggregate of $506.2 million of senior indebtedness. In addition, one of our nonguarantor subsidiaries is also a party to an accounts receivable securitization facility. Amounts outstanding under this accounts receivable facility are senior to the notes. As of December 29, 2002, this subsidiary had $29.0 million outstanding under this facility, which currently has $51.0 million of potential capacity. We and the guarantors are permitted to incur substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture governing the notes and our senior credit facility.

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Because the notes are structurally subordinated to obligations of our nonguarantor subsidiaries, we may not have access to the assets of our nonguarantor subsidiaries to satisfy our obligations under the notes.

      Our subsidiaries that have not guaranteed the notes are separate and distinct legal entities and have no obligation to pay any amount due on the notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. The indenture permits these nonguarantor subsidiaries to incur substantial additional indebtedness. The notes are effectively subordinated to claims of creditors, other than us, of our nonguarantor subsidiaries, including lessors, trade creditors, taxing authorities, creditors holding guarantees and tort claimants. In the event of a liquidation, reorganization or similar proceeding relating to a nonguarantor subsidiary, these persons generally will have priority as to the assets of that subsidiary over our claims and equity interest and, thereby indirectly, holders of our indebtedness, including the notes. In addition, even if we were a creditor of any of our nonguarantor subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of the subsidiary and any debt of the subsidiary senior to that held by us. As of December 29, 2002, our nonguarantor subsidiaries had aggregate indebtedness of $1.8 million and $29.0 million was outstanding under our nonguarantor subsidiary’s accounts receivable securitization facility.

      None of our foreign subsidiaries are guarantors under the indenture governing the notes. In addition, some of our domestic subsidiaries, including our subsidiary that is a party to our accounts receivable securitization facility, are not guarantors under the indenture governing the notes. Our subsidiaries that are not guarantors represented approximately 51% of our sales for 2002 and approximately 37% of our consolidated total assets as of December 29, 2002. Future subsidiaries may not be required to guarantee the notes, including any future foreign subsidiaries. In addition, subsidiaries which are guarantors and any future guarantors may be released from their guarantees under circumstances described in this prospectus under the heading “Description of the New Notes.”

We may be unable to repurchase the notes following a change of control.

      Upon specified change of control events, each holder of notes may require us to repurchase all or a portion of its notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Our failure to do so would constitute an event of default under the indenture governing the notes which could result in the acceleration of the maturity of the notes and all of our other outstanding debt. These change of control events will also constitute a default under our senior credit facility. Moreover, the senior credit facility restricts, and future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control. The outstanding zero coupon convertible debentures also require us to offer to repurchase those securities upon a change of control, although as of April 30, 2003, we had approximately $155 million remaining in an escrow account to retire substantially all of those securities. Our zero coupon convertible debentures rank senior to the notes. As a result, following a change of control, we would not be able to repurchase notes unless we repaid all indebtedness outstanding under our senior credit facility, all of our zero coupon convertible debentures remaining outstanding following the depletion of the escrow account to repurchase those securities and all of our other indebtedness that contained similar provisions, or obtained a waiver from the holders of the indebtedness to permit us to repurchase the notes. We may be unable to pay all of that indebtedness or obtain a waiver of that type. In addition, if we fail to repay the indebtedness or obtain a waiver, the subordination provisions applicable to the notes would restrict our ability to repurchase the notes. Any requirement to offer to repurchase outstanding notes may therefore require us to refinance our other outstanding debt, which we may not be able to do. Any refinancing might not be available on terms favorable to us or at all. These repurchase requirements may also delay or make it harder for others to obtain control of us.

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If no public market develops for the notes, you may not be able to resell your notes.

      There has been no public market for any of the notes. Despite our registration of the issuance of the new notes that we are offering in the exchange offer:

      The initial purchasers of the old notes are not obligated to make a market in the notes and may discontinue any market-making at any time at their sole discretion. We do not intend to apply for listing of the notes on any securities exchange.

If the guarantees are voided under applicable law, they may not be enforceable.

      Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it occurred the indebtedness evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee under any of these circumstances could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of us or the guarantor.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

      As a result of the above principles, the guarantees of the notes may not be enforceable.

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Risks Related to Our Business

Our operating results may continue to be harmed by cyclical downturns affecting several of the industries into which we sell our products.

      Some of the industries and markets into which we sell our products are cyclical. Industry downturns often are characterized by reduced product demand, excess manufacturing capacity and erosion of average selling prices and profits. Significant downturns in our customers’ markets and in general economic conditions have resulted in a reduced demand for several of our products and have hurt our operating results. For example, during 2002, our operating results were adversely affected by downturns in many of the markets we serve, including the pharmaceutical, biomedical, semiconductor and aerospace markets. Current economic conditions have caused a decrease in capital spending by many of our customers, which in turn has adversely affected our sales and business. These trends are continuing in 2003.

If we do not introduce new products in a timely manner, our products could become obsolete and our operating results would suffer.

      We sell many of our products in industries characterized by rapid technological changes, frequent new product and service introductions and evolving industry standards. Without the timely introduction of new products and enhancements, our products could become technologically obsolete over time, in which case our sales and operating results would suffer. The success of our new product offerings will depend upon several factors, including our ability to:

      Many of our products are used by our customers to develop, test and manufacture their products. Therefore, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research, and development of products that do not lead to significant sales.

      In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications. For example, some of our license agreements are limited to the field of life sciences research, and exclude clinical diagnostics applications.

Economic, political and other risks associated with foreign operations could adversely affect our international sales.

      Because we sell our products worldwide, our businesses are subject to risks associated with doing business internationally. Our sales originating outside the United States represented 52% of our total sales in the fiscal year ended December 29, 2002. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:

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Our quarterly operating results are subject to significant fluctuation, and we may not be able to adjust our operations to effectively address changes we do not anticipate.

      Given the nature of the markets in which we participate, we cannot reliably predict future sales and profitability. Changes in competitive, market and economic conditions may require us to adjust our operations, and we can offer no assurance of our ability to make such adjustments or to make them quickly enough to adapt to changing conditions. A high proportion of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs. Thus, small declines in sales could disproportionately affect our operating results in a quarter. Factors that may affect our quarterly operating results include:

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing business or make acquired businesses or licensed technologies profitable.

      We have in the past, and may in the future, supplement our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as our acquisition of Packard BioScience Company in November 2001. We may be unable to identify or complete promising acquisitions or license transactions for many reasons, including:

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      Some of the businesses we may seek to acquire may be unprofitable or marginally profitable. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we must improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations.

      To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us.

If we do not successfully integrate our Life Sciences and Analytical Instruments business units, we may not achieve the benefits we anticipate we will derive from the combination of these businesses.

      In the fourth quarter of 2002, we announced the combination of our Life Sciences and Analytical Instruments business units into a new integrated business named Life and Analytical Sciences, representing 66% of our total sales for 2002. This combination is subject to various integration risks, and the integration of these two business units may not achieve the benefits we anticipate it will achieve. As a result of the combination, we may experience a loss of productivity, sales and key personnel. In addition, the information technology systems of the two businesses may not be fully compatible. If any of these potential difficulties were to occur and persist, the business results of our Life Sciences and Analytical Instruments reporting segments could suffer.

      We are targeting annualized cost savings from the combination of our Life Sciences and Analytical Instruments businesses of between $30.0 million and $45.0 million. Because we anticipate that the benefits of the combination of these businesses will not be fully realized until 2004, we are targeting cost savings of between $12.0 million and $25.0 million in 2003. While we believe these cost savings to be reasonable, they are estimates that are inherently difficult to predict and are necessarily speculative in nature. In addition, unforeseen factors may offset some or all of the estimated cost savings or other benefits from the integration. As a result, our actual cost savings, if any, could differ or be delayed, compared to our estimates.

Our loss of licenses may require us to stop selling products or lose competitive advantage.

      We may not be able to renew our existing licenses or licenses we may obtain in the future on terms acceptable to us, or at all. If we lose the rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share.

      Our licenses typically subject us to various economic and commercialization obligations. If we fail to comply with these obligations we could lose important rights under a license, such as the right to exclusivity in a market. In some cases, we could lose all rights under the license. In addition, rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a third party could obtain a patent that curtails our freedom to operate under one or more licenses.

If we do not compete effectively, our business will be harmed.

      We encounter aggressive competition from numerous competitors in many areas of our business. We may not be able to compete effectively with all of these competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to adjust the prices of many of our products to stay competitive. In addition, new competitors, technologies or market trends may emerge to threaten or reduce the value of entire product lines.

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If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

      Some of the products produced by our Life and Analytical Sciences business unit are subject to regulation by the United States Food and Drug Administration and similar international agencies. In addition, some of the activities of our Fluid Sciences business unit are subject to regulation by the United States Federal Aviation Administration. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales, resales and distribution. If we fail to comply with those regulations or those of similar international agencies, we may have to recall products and cease their manufacture and distribution. In addition, we could be subject to fines or criminal prosecution.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

      We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products or increase our costs of producing these products.

Obtaining and enforcing patent protection for our proprietary products, processes and technologies may be difficult and expensive; we may infringe intellectual property rights of third parties.

      Patent and trade secret protection is important to us because developing and marketing new technologies and products is time-consuming and expensive. We own many United States and foreign patents and intend to apply for additional patents to cover our products. We may not obtain issued patents from any pending or future patent applications owned by or licensed to us. The claims allowed under any issued patents may not be broad enough to protect our technology.

Third parties may seek to challenge, invalidate or circumvent issued patents owned by or licensed to us or claim that our products and operations infringe their patent or other intellectual property rights.

      In addition to our patents, we possess an array of unpatented proprietary technology and know-how and we license intellectual property rights to and from third parties. The measures that we employ to protect this technology and these rights may not be adequate. Moreover, in some cases, the licensor can terminate a license or convert it to a non-exclusive arrangement if we fail to meet specified performance targets.

      We may incur significant expense in any legal proceedings to protect our proprietary rights or to defend infringement claims by third parties. In addition, claims of third parties against us could result in awards of substantial damages or court orders that could effectively prevent us from manufacturing, using, importing or selling our products in the United States or abroad.

If we fail to realize the full value of our intangible assets, our results of operations will be adversely affected.

      As of December 29, 2002, our total assets included approximately $1.4 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights and technology licenses, net of accumulated amortization. These assets have historically been amortized on a straight-line basis over their estimated useful lives. In connection with our adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” we discontinued the amortization of goodwill and indefinite lived intangible assets beginning in fiscal 2002. Instead, we test these items, at a minimum, on an annual basis for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned.

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      During the second quarter of 2002, we completed our transitional implementation of the impairment testing provisions of SFAS No. 142, which resulted in a $117.8 million before-and-after-tax charge for goodwill associated with our lighting business. In accordance with the provisions of SFAS No. 142, we took this charge as the effect of an accounting change as of the beginning of fiscal 2002.

      Future impairment testing may result in additional intangible asset write-offs, which could adversely affect our results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents that we incorporate by reference into this prospectus contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our company, the industries in which we operate and other matters, as well as management’s beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies, prospects, charges and cost savings under the following headings used in this prospectus and the documents we incorporate by reference into this prospectus: “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could” or “may,” variations of such words or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Our forward-looking statements are subject to risks and uncertainties. You should note that many important factors, some of which are discussed elsewhere in this prospectus or in the documents that we incorporate by reference into this prospectus, could affect us in the future and could cause results to differ materially from those expressed in our forward-looking statements. For a discussion of some of these factors, please read carefully the information in the section of this prospectus entitled “Risk Factors.” Except as otherwise required by law, we do not undertake any obligation to update forward-looking statements made by us.

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USE OF PROCEEDS

      We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive old notes from you in like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any change in our indebtedness.

      We issued and sold the old notes for an aggregate purchase price of $297.5 million in December 2002. Also in December 2002, we entered into a $315.0 million term loan as part of a new senior credit facility. These two transactions were part of a series of related debt refinancing transactions we conducted in December 2002. We used the proceeds from these transactions as follows:

We used the remainder of the proceeds from the sale of the old notes and the term loan to pay the fees and costs associated with the transactions described above and to provide for our working capital needs.

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CAPITALIZATION

      The following table shows our consolidated cash and cash equivalents and capitalization as of December 29, 2002. The exchange offer will have no effect on our outstanding indebtedness. The old notes surrendered in exchange for the new notes in the exchange offer will be retired and cancelled and cannot be reissued. You should read the capitalization table below in conjunction with our consolidated financial statements and the related notes to those consolidated financial statements that we have included elsewhere in this prospectus.

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SELECTED CONSOLIDATED FINANCIAL DATA

      We derived the selected consolidated financial data shown below for the fiscal years ended January 3, 1999, January 2, 2000, December 31, 2000, December 30, 2001 and December 29, 2002 from our consolidated financial statements. We derived the selected consolidated data for each of the fiscal years in the three-year period ended December 29, 2002 and as of December 30, 2001 and December 29, 2002 from our consolidated financial statements, which we have included elsewhere in this prospectus. Deloitte & Touche LLP, our independent auditors, have audited our financial statements for and as of the end of each of the fiscal years in the three-year period ended December 29, 2002. We derived the selected consolidated financial data for each of the fiscal years in the two-year period ended January 2, 2000 and as of January 3, 1999, January 2, 2000 and December 31, 2000 from our consolidated financial statements, which we have not included or incorporated by reference in this prospectus. Our financial statements for and as of the end of each of the fiscal years in the two-year period ended January 2, 2000 were audited by Arthur Andersen LLP, our previous independent public accountants, who have since ceased operations. We adjusted, where appropriate, the selected consolidated financial data for and as of the end of each of the fiscal years in the two-year period ended January 2, 2000 to account for the results of our Telecommunications Component and Entertainment Lighting businesses as discontinued operations.

      Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The selected consolidated financial data should be read together with our consolidated financial statements and the related notes to those financial statements, which we have included elsewhere in this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which we have incorporated by reference into this prospectus.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

      We sold the old notes on December 26, 2002 in an unregistered private placement to a group of investment banks that served as the initial purchasers. Following this sale, the initial purchasers then resold the old notes under an offering memorandum dated December 13, 2002 in reliance on Rule 144A and Regulation S under the Securities Act.

      As part of this private placement, we entered into a registration rights agreement with the initial purchasers on December 26, 2002. Under the registration rights agreement, we agreed to file the registration statement of which this prospectus forms a part relating to our offer to exchange the old notes for new notes in an offering registered under the Securities Act. We also agreed to:

      Under the circumstances described below, we also agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes. We agreed to keep the shelf registration statement effective until the earlier of the date on which all the old notes covered by the shelf registration statement are sold or the date on which old notes covered by the shelf registration statement held by persons other than our affiliates may be sold under Rule 144(k) of the Securities Act. These circumstances include:

      If we fail to comply with specified obligations under the registration rights agreement, we must pay liquidated damages to the holders of the notes.

      By participating in the exchange offer, holders of the old notes will receive new notes that are freely tradeable and not subject to restrictions on transfer, subject to the exceptions described below under “— Resale of New Notes.”

Resale of New Notes

      We believe that the new notes issued in exchange for the old notes may be offered for resale, resold and otherwise transferred by any new note holder without compliance with the registration and prospectus delivery provisions of the Securities Act if the conditions set forth below are met. We base this belief solely on interpretations of the federal securities laws by the SEC set forth in several no-action letters

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Each holder of old notes that wishes to exchange old notes for new notes in the exchange offer must represent to us that it satisfies all of the above listed conditions. Any holder who tenders in the exchange offer who does not satisfy all of the above listed conditions:

      The SEC considers broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the new notes if they participate in the exchange offer. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

      Each broker-dealer that receives new notes for its own account in exchange for old notes acquired by such broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with a resale of the new notes and provide us with a signed acknowledgement of this obligation. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale of the new notes.

      Except as described in the prior paragraph, holders may not use this prospectus for an offer to resell, for the resale of or for any other retransfer of new notes.

Terms of the Exchange

      Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which we refer to together in this prospectus as the “exchange offer,” we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., Eastern time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date, unless extended as described in this prospectus. We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $300 million of new notes for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered promptly following the exchange date. Holders may tender some or all of their old notes in connection with the exchange offer, but only in integral multiples of $1,000. The exchange offer is not conditioned upon any minimum amount of old notes being tendered for exchange.

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      The terms of the new notes are identical in all material respects to the terms of the old notes, except that:

      The new notes will evidence the same debt as the old notes. The new notes will be issued under the same indenture and entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $300 million in aggregate principal amount of the old notes were outstanding. Old notes accepted for exchange will be retired and cancelled and not reissued.

      In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of the New Notes — Book-Entry Delivery and Form,” we will issue the new notes in the form of a global note registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

      Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

      We shall be considered to have accepted validly tendered old notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

      If we do not accept any tendered old notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these old notes, without expense, to the tendering holder promptly after the expiration date of the exchange offer.

      Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of old notes in connection with the exchange offer. We will pay all charges and expenses, other than the applicable taxes described in the section “— Fees and Expenses” below, in connection with the exchange offer.

      If we successfully complete the exchange offer, any old notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of old notes after the exchange offer in general will not have further rights under the registration rights agreement, including registration rights and any rights to liquidated damages. Holders of old notes wishing to transfer their old notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments

      The expiration date for the exchange offer is 5:00 p.m., Eastern time, on June 24, 2003. We may extend this expiration date in our sole discretion. If we so extend the expiration date, the term “expiration date” shall mean the latest date and time to which we extend the exchange offer.

      We reserve the right, in our sole discretion:

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      We will give oral or written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of old notes of the amendment, and extend the offer if required by law.

      Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the New Notes

      Interest on the new notes will accrue at the rate of 8 7/8% per annum on the principal amount, payable semiannually in arrears on January 15 and July 15, commencing on July 15, 2003. In order to avoid duplicative payment of interest, all interest accrued on old notes that are accepted for exchange before July 15, 2003 will be superseded by the interest that is deemed to have accrued on the new notes from December 26, 2002 through the date of the exchange.

Conditions to the Exchange Offer

      Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes and we may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if: