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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
| EX-99.2 NOTICE OF GUARANTEE OF DELIVERY |
EXHIBIT 99.2
PerkinElmer, Inc.
Offer to Exchange 8 7/8% Senior Subordinated Notes Due 2013
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of PerkinElmer, Inc. (the “Company”) made pursuant to the prospectus, dated May 12, 2003 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Notes of the Company are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 P.M., Eastern time, on the Expiration Date of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to U.S. Bank National Association (the “Exchange Agent”) as set forth below. Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JUNE 24, 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.
To: U.S. Bank National Association, Exchange Agent
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By Facsimile Transmission: U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance 4th Floor (651) 244-1537 |
Confirm by Telephone: U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance 4th Floor (651) 244-1197 |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., Eastern time, on the Expiration Date. Tenders of Old Notes may be withdrawn if the Exchange Offer is terminated or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the successors, assigns, heirs, personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned.
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$
Certificate Nos. (if available):
Total Principal Amount Represented by Old Notes Certificate(s):
$
If Old Notes will be delivered by book-entry transfer, provide account number.
Account
Number:
| PLEASE SIGN HERE | ||
| X | ||
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X
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Signature(s) of Holder(s) or Authorized
Signatory
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Date | |
This Notice of Guaranteed Delivery must be signed by the holder(s) of Old Notes exactly as their name(s) appear(s) on the certificate(s) for the Old Notes or, if delivered by a participant in DTC, exactly as such participants name appears on a security position listing as the owner of Old Notes or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below beside “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act as provided in the Letter of Transmittal.
PLEASE TYPE OR PRINT
Name(s): ________________________________________________________________________________
________________________________________________________________________________
| Capacity: |
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Address(es):
| Area Code and Telephone Number: |
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| * | Must be in denominations of principal amount of $1,000 and any integral multiple thereof. |
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, within three business days after the Expiration Date.
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Name of Firm:
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| Authorized Signature | ||
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Address:
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Name: | |
| (Please Type or Print) | ||
| Title: | ||
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Zip Code
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Area Code and
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Date: | |
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Tel. No.:
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| DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
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| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/24/03 | None on these Dates | |||
| 5/12/03 | ||||
| Filed on: | 5/8/03 | |||
| List all Filings | ||||