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 segment 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 July 29, 1993, Registrant announced plans to divest its Material Sciences segment which consists of its Metco Division ("Metco") headquartered in Westbury, New York. On April 18, 1994, Registrant entered into an agreement with Sulzer Inc. to sell Metco. Registrant expects to complete the sale in calendar year 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 1993, the financial statements of ABI and Registrant's subsidiaries outside the United States were for fiscal years ended June 30, while Registrant's domestic operations reported on a July 31 fiscal year end.
In fiscal year 1990 Registrant divested the net assets of what had been its Semiconductor Equipment, Avionic Instrumentation, and Electro-Optical segments.
(b) Financial Information About Industry Segments.
Registrant is engaged in one business segment which is generally described as analytical instruments. Accordingly, separate segment financial information is not provided.
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(c) Narrative Description of Business.
BUSINESS
Registrant develops, manufactures, markets, sells, and services analytical instrument systems. Included in this industry segment are biochemical analytical instrument systems, consisting of instruments and associated consumable products, for life science research and related applications. These automated systems are used for synthesis, amplification, purification, isolation, analysis and sequencing of nucleic acids, proteins, and other biological molecules. This industry segment also 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; thermal cyclers; 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. In a joint venture, Perkin-Elmer Sciex Instruments, Registrant is engaged in the manufacture and sale of mass spectrometry instrument systems. Registrant also develops, manufactures, markets, and services on-line, real time, process analysis systems to monitor process quality and environmental purity.
Registrant's 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.
MARKETING AND DISTRIBUTION
In the United States, Registrant markets the largest portion of its products directly through its own sales and distribution organization, although certain analytical instruments are marketed through independent distributors and sales representatives. Sales to major markets outside of the United States are generally made by foreign sales subsidiaries, although some sales are made directly from the United States to foreign customers. In foreign countries where sales potential does not warrant the establishment of a sales subsidiary, 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.
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.
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
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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 is licensed by Hoffmann-La Roche Inc. under patents relating to polymerase chain reaction technology ("PCR"), which patents expire July 28, 2004. 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.
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 have resulted in the granting of licenses by Registrant or the granting of licenses to Registrant.
SEASONAL FLUCTUATIONS
Registrant's business is not subject to pronounced seasonal fluctuations.
BACKLOG
Registrant's recorded backlog was approximately $155 million at June 30, 1994 and 1993. With respect to commercial products, 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 1995.
UNITED STATES GOVERNMENT SALES
No material portion of Registrant's business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States Government.
COMPETITION
The industry segment in which Registrant operates is highly competitive and is 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 industry 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, Registrant is confident it is one of the principal manufacturers in its field, 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 1994, 1993, and 1992, Registrant spent approximately $94 million, $84 million, and $81 million, respectively, on company sponsored research, development, and engineering activities.
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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, 1994, Registrant employed 5,954 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 1994, 1993, and 1992 is incorporated herein by reference to Note 6 on Pages 38-40 of the Annual Report to Shareholders for the fiscal year ended June 30, 1994.
Registrant's consolidated net revenues to unaffiliated customers in countries other than the United States for the fiscal years 1994, 1993, and 1992 were approximately $607 million, $607 million, and $558 million, or approximately 59%, 60%, and 58%, 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, the Commonwealth of Puerto Rico, Japan, and the Peoples Republic of China. 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 July 29, 1993, Registrant announced its plans to divest Metco headquartered in Westbury, New York. Metco produces combustion, electric arc and plasma thermal spray equipment and supplies. Registrant has entered into an agreement with Sulzer Inc., a wholly-owned subsidiary of Sulzer Ltd., Winterthur, Switzerland for the sale of Metco. The completion of the sale is subject to closing conditions, including obtaining relevant government regulatory approvals. The transaction has taken longer to complete than expected due primarily to obtaining necessary government approvals in both the U.S. and Europe. As a result of this and negative operating factors, Registrant recorded an after-tax loss on disposal of $7.7 million during the fourth quarter of fiscal year 1994.
On October 5, 1992, prior to its merger with Registrant, ABI announced the decision to distribute to its shareholders approximately 82% of the stock of its subsidiary, Lynx Therapeutics, Inc. ("Lynx"), the successor to ABI's therapeutics division. The financial statements reflect the Lynx operating results as a discontinued operation. The net assets of Lynx were not significant.
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Item 2.
Item 2. PROPERTIES
Listed below are the principal facilities of Registrant as of June 30, 1994. 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.
Owned or Expiration Approximate Location Leased Date of Floor Area Lease In Sq. Ft
Norwalk, CT Owned 402,000 Wilton, CT Owned 262,000 San Jose, CA Owned 81,000 Beaconsfield, England Owned 70,000 Ueberlingen, Germany Owned 65,000 Warrington, England Owned 58,000 Narita, Japan Owned 24,000 Irvine, CA Owned 22,000 Foster City, CA Leased 1994-2000 319,000 Ueberlingen, Germany Leased 1995-2001 196,000 Llantrinsant, Wales Leased 1996 113,000 Mayaguez, Puerto Rico Leased 1997-1998 34,000 Oberschleissheim, Germany Leased 1995 19,000 Beaconsfield, England Leased 2005 8,000 Beijing, China Leased 1996 350
In addition to the facilities listed above, Registrant leases space in certain industrial centers for use as sales and service offices and for warehousing. Registrant also owns undeveloped land in Redding, Connecticut, San Jose and Vacaville, California and Oberschleissheim, Germany.
In addition to the properties used by Registrant in its operations, Registrant owns three facilities in Wilton, Connecticut (aggregating approximately 248,000 square feet) which are currently leased to SVG Lithography Systems, Inc. for a term expiring in 2010, 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 1995, 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 a facility in Ridgefield, Connecticut (approximately 201,000 square feet), a facility in Wilton, Connecticut (approximately 51,000 square feet), and a facility in San Jose, California (approximately 67,000 square feet) which are held for sale or lease.
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Listed below are the principal facilities utilized as of June 30, 1994 by Metco, which is being accounted for as a discontinued operation. Registrant considers such facilities 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 are substantially utilized on the basis of at least one shift.
Approximate Owned or Floor Area Location Leased In Sq. Ft.
Westbury, NY Owned 137,000 Duffy Avenue, Hicksville, NY Owned 103,000 Chobham-Woking, England Owned 78,000 Hattersheim, Germany Owned 69,000 Miller Place, Hicksville, NY Owned 59,000
Item 3.
Item 3. LEGAL PROCEEDINGS
The Corporation has been named as a defendant in several 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 financial statements of Registrant. In addition, although no legal claim was filed, the Corporation participated in the United States government's investigation of the Hubble Space Telescope. Registrant settled all of the government's potential claims with regard to this matter on October 4, 1993, for $15 million.
Registrant is one of approximately 125 third party defendants named 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, seek equitable contribution and indemnification in the event they are found liable for remediation costs relating to the removal of hazardous substances from a site located in Smithfield, Rhode Island (initially estimated by the Government to be $27.8 million but most recently estimated to be $77.5 million). A trial on the question of the third party plaintiffs' liability to the Government has been held, but no decision has been rendered. Until the liability of the third party plaintiffs has been established, the court will not consider the amount of any such liability or the validity of any third party claims. 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 sanctions.
Item 4.
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.
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PART II
Item 5.
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, 1994, 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 1994 and 1993 (Note 14, Page 43 of the Annual Report to Shareholders).
(b) Holders.
On September 6, 1994, the approximate number of holders of Common Stock of Registrant was 8,975. 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 depositary trust companies. Note: 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 following information which appears in Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994, is hereby incorporated by reference in this Form 10- K: the amount of quarterly dividends paid during the fiscal years 1994 and 1993 (Note 14, Page 43 of the Annual Report to Shareholders).
Item 6.
Item 6. SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference in this Form 10-K Page 20 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994.
Item 7.
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 21-25 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994.
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Item 8.
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, 1994 are incorporated by reference in this Form 10-K: the Consolidated Financial Statements and the report thereon of Price Waterhouse LLP dated July 28, 1994, and Pages 26-45 of said Annual Report, including Note 14, Page 43, which contains unaudited quarterly financial information.
Item 9.
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, 1994, the date of Registrant's most recent financial statements.
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PART III
Item 10.
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 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994.
(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 14, 1994.
Each of the foregoing named officers was either elected at the last organizational meeting of the Board of Directors held on October 21, 1993 or was elected by the Board since that date. The term of each officer will expire on October 20, 1994, 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 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. 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 Messrs.
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Emswiler, Marion, and McPartland. Mr. Emswiler was elected Vice President of Registrant on May 21, 1992. Prior to his employment by Registrant in May, 1992, Mr. Emswiler was employed by Aquarion Company, a diversified water-quality and related services corporation, for three years, most recently as Senior Vice President and Chief Financial Officer, and prior to that he was employed by American Home Products Corporation, a worldwide manufacturer and marketer of prescription drugs, medical supplies and diagnostics, over-the- counter medicines, and food products, as Vice President and Comptroller and Vice President and Treasurer. Mr. Marion was elected Vice President of Registrant on February 18, 1993. Prior to his employment by Registrant in February, 1993, Mr. Marion was employed by ABI as Chairman of the Board and Chief Executive Officer. Mr. Marion was one of the founders of ABI, and had been President since 1985. 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, a worldwide manufacturer of pharmaceutical and consumer products and clinical laboratory services, from 1980 to 1993, most recently as Senior Vice President and Director, Corporate Personnel.
(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 7 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. - 10 -
Item 11.
Item 11. EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference in this Form 10-K Pages 5-13 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994.
Item 12.
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 6 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994.
(b) Security Ownership of Management.
Information concerning the security ownership of management is hereby incorporated by reference to Pages 2-4 and 6-7 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994.
(c) Changes in Control.
Registrant knows of no arrangements, including any pledge by any person of securities of Registrant, which may at a subsequent date result in a change in control of Registrant.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
Item 14.
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 28, 1994, appearing on Pages 26 through 45 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994, 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, 1994, is not to be deemed filed as part of this report on Form 10-K.
10-K Annual Page No. Report Page No. Consolidated Statements of Operations - fiscal years 1994, 1993, and 1992 -- 26
Consolidated Statements of Financial Position - fiscal years 1994, 1993, and 1992 -- 27
Consolidated Statements of Cash Flows - fiscal years 1994, 1993, and 1992 -- 28
Consolidated Statements of Shareholders' Equity - fiscal years 1994, 1993, and 1992 -- 29
Notes to Consolidated Financial Statements -- 30-43
Statement of Financial Responsibility -- 44
Report of Price Waterhouse LLP -- 45
Report of Deloitte & Touche LLP 25 --
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(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, 1994. 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 Schedules 18 --
Schedule VIII - Valuation and Qualifying Accounts and Reserves 19 --
Schedule IX - Short-Term Borrowings 20 --
Schedule X - Supplementary Income Statement Information 21 --
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(a) 3. Exhibits.
Exhibit No. 2(1) Acquisition Agreement dated July 19, 1991, among the Corporation, Hoffmann-La Roche 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.
3(i) Restated Certificate of Incorporation of the Corporation, as amended through July 1, 1994.
3(i) 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.
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 1974 Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(a) 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 1981 Incentive Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(b) to Post Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (No. 2-95451).)
10(3) 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(4) 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(5) 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(6) 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(7) 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(8) Deferred Compensation Contract dated July 29, 1974, as amended through January 20, 1994, between Registrant and Gaynor N. Kelley.
10(9) Deferred Compensation Contract dated September 22, 1989, between Registrant and Riccardo Pigliucci, as amended through April 15, 1993. (Incorporated by reference to Exhibit 10(9) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
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10(10) Deferred Compensation Contract dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(10) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).)
10(11) Deferred Compensation Contract dated February 18, 1993, between Registrant and Andre F. Marion.
10(12) Deferred Compensation Contract dated January 21, 1993, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(11) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
10(13) 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(14) Employment Agreement dated November 21, 1991, between Registrant and Riccardo Pigliucci. (Incorporated by reference to Exhibit 10(3) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).)
10(15) Employment Agreement dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(15) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).)
10(16) Employment Agreement dated November 1, 1990 as amended through December 3, 1992, between Registrant and Andre F.Marion.
10(17) Employment Agreement dated November 21, 1991, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(16) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 Commission file number 1-4389).)
10(18) Consulting Agreement dated March 17, 1994, between Registrant and Robert H. Hayes.
10(19) 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(18) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
10(20) 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(21) Consulting Agreement dated September 16, 1994, between Registrant and Andre F. Marion.
11 Computation of Net Income (Loss) per Share for the five years ended June 30, 1994.
13 Annual Report to Shareholders for 1994.
21 List of Subsidiaries.
23(1) Consent of Price Waterhouse LLP.
23(2) Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
Note: None of the Exhibits listed in Item 14(a) 3 above, except Exhibits 11, 23(1) and 23(2) 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/ William B. Sawch William B. Sawch Vice President, General Counsel and Secretary
Date: September 15, 1994
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/ G. N. Kelley September 15, 1994 Gaynor N. Kelley Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer)
/s/ W. F. Emswiler September 15, 1994 William F. Emswiler Vice President, Finance, Chief Financial Officer (Principal Financial Officer)
/s/ John B. McBennett September 15, 1994 John B. McBennett Corporate Controller (Principal Accounting Officer)
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/s/ Joseph F. Abely, Jr. September 15, 1994 Joseph F. Abely, Jr. Director
/s/ Richard H. Ayers September 15, 1994 Richard H. Ayers Director
/s/ Jean-Luc Belingard September 15, 1994 Jean-Luc Belingard Director
/s/ Robert H. Hayes September 15, 1994 Robert H. Hayes Director
/s/ Donald R. Melville September 15, 1994 Donald R. Melville Director
/s/ Riccardo Pigliucci September 15, 1994 Riccardo Pigliucci Director
/s/ Burnell R. Roberts September 15, 1994 Burnell R. Roberts Director
/s/ John S. Scott September 15, 1994 John S. Scott Director
/s/ Carolyn W. Slayman September 15, 1994 Carolyn W. Slayman Director
/s/ Richard F. Tucker September 15, 1994 Richard F. Tucker Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of The Perkin-Elmer Corporation
Our audits of the consolidated financial statements referred to in our report dated July 28, 1994, appearing on Page 45 of the 1994 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 Schedules listed in Item 14(a)2 of this Form 10-K. We did not audit the Financial Statement Schedules of Applied Biosystems, Inc., a wholly owned subsidiary, as of and for the year ended July 31, 1992. Those schedules were audited by other auditors, whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Applied Biosystems, Inc., is based solely on the report of other auditors. Based upon our audits and the report of other auditors, these Financial Statement Schedules present 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 28, 1994 - 18 -
THE PERKIN-ELMER CORPORATION VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE FISCAL YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992
(Amounts in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS(1)
Balance at July 31, 1991 $ 5,636
Charged to income in 1992 2,671
Deductions from reserve in 1992 (549)
Balance at July 31, 1992 7,758
Charged to income in 1993 4,229
Deductions from reserve in 1993 (3,761)
Balance at June 30, 1993 8,226
Charged to income in 1994 2,927
Deductions from reserve in 1994 (3,906)
Balance at June 30, 1994 $ 7,247
(1) Deducted in the Consolidated Statements of Financial Position from accounts receivable.
SCHEDULE VIII - 19 -
THE PERKIN-ELMER CORPORATION SHORT-TERM BORROWINGS FOR THE YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992
(Amounts in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
Maximum Average Weighted Category Weighted Month-End Amount Average of Balance Average Amount Outstandi Interest Aggregate At End of Interest Outstandi ng During Rate Short-Term Period Rate At ng During the During Borrowings End of the Period the (a) Period Period (b) Period (c)
Bank Borrowings $67,752 6.2% $72,262 $57,324 6.1% Commercial Paper 15,800 4.5% 58,250 41,142 3.5%
Bank Borrowings $56,932 6.3% $85,748 $52,975 8.9% Commercial Paper 17,050 3.2% 99,800 74,502 3.4%
Bank Borrowings $34,262 9.4% $60,456 $43,941 10.2% Commercial Paper 63,932 3.7% 78,100 71,382 4.9%
(a) Commercial Paper refers to unsecured debt obligations maturing in fixed periods that range from 30 to 180 days; interest at fixed rates is payable on maturity. Bank Borrowings are unsecured debt obligations including those due on demand, as well as those with fixed terms. With respect to some Bank Borrowings, interest rates are fixed; in other cases, interest floats in accordance with a prescribed index.
(b) The average amount outstanding during the period was determined on the basis of average month-end balances of Bank Borrowings and average daily balances for Commercial Paper borrowings.
(c) For Bank Borrowings and Commercial Paper, the weighted average interest rate during the period was computed by dividing the interest expense for the year by the average amount of short-term borrowings outstanding during the period.
SCHEDULE IX
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THE PERKIN-ELMER CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION
(Amounts in thousands)
The following items have been charged to costs and expenses as stated:
For the years ended
June 30, June 30, July 31, 1994 1993 1992
Maintenance and repairs $17,210 $16,712 $15,763
Advertising costs $19,325 $17,857 $15,826
The following items have been charged to costs and expenses but do not exceed one percent of net revenues by category:
- Amortization of intangible assets - Royalties - Taxes, other than payroll and income taxes
SCHEDULE X
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THE PERKIN-ELMER CORPORATION COMPUTATION OF NET INCOME(LOSS) PER SHARE (Dollar amounts in thousands, except per share amounts)
EXHIBIT 11
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses constituting part of 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 28, 1994, appearing on page 45 of the Annual Report to Shareholders for 1994 of The Perkin-Elmer Corporation 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 Schedules, which appears on page 18 of this Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut September 21, 1994
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Deloitte & Touche LLP [LOGO] 50 Fremont Street San Francisco, California 94105-2230 Telephone: (415) 247-4000 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements of The Perkin-Elmer Corporation on Form S-8 (Nos. 2- 95451, 33-25218, 33-44191, 33-50847, 33-50849, and 33-58778) of our report dated July 29, 1992 (November 5, 1992 as to Notes 13 and 14) (related to the consolidated financial statements and financial statement schedules of Applied Biosystems, Inc. not presented separately therein) appearing in the Annual Report on Form 10-K of The Perkin-Elmer Corporation for the year ended June 30, 1994.
DELOITTE & TOUCHE LLP
September 21, 1994
[LOGO] - 24 -
Deloitte & Touche LLP [LOGO] 50 Fremont Street San Francisco, California 94105-2230 Telephone: (415) 247-4000 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors of Applied Biosystems, Inc.:
We have audited the consolidated balance sheet of Applied Biosystems, Inc. as of June 30, 1992, and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended (not presented separately herein). Our audit also included the financial statement schedules (not presented separately herein). These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Applied Biosystems, Inc. at June 30, 1992, and the results of its operations and its cash flows for the fiscal year then ended in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As discussed in Note 13, the consolidated statement of operations for the fiscal year ended June 30, 1992 has been reclassified to present the Company's subsidiary, Lynx Therapeutics, Inc., as a discontinued operation.
Deloitte & Touche LLP
July 29, 1992 (November 5, 1992 as to Notes 13 and 14)
[LOGO]
EXHIBIT INDEX
Exhibit No. 2(1) Acquisition Agreement dated July 19, 1991, among the Corporation, Hoffmann-La Roche 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.
3(i) Restated Certificate of Incorporation of the Corporation, as amended through July 1, 1994.
3(i) 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.
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 1974 Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(a) 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 1981 Incentive Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(b) to Post Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (No. 2-95451).)
10(3) 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(4) 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(5) 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(6) 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(7) 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(8) Deferred Compensation Contract dated July 29, 1974, as amended through January 20, 1994, between Registrant and Gaynor N. Kelley.
10(9) Deferred Compensation Contract dated September 22, 1989, between Registrant and Riccardo Pigliucci, as amended through April 15, 1993. (Incorporated by reference to Exhibit 10(9) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
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10(10) Deferred Compensation Contract dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(10) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).)
10(11) Deferred Compensation Contract dated February 18, 1993, between Registrant and Andre F. Marion.
10(12) Deferred Compensation Contract dated January 21, 1993, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(11) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
10(13) 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(14) Employment Agreement dated November 21, 1991, between Registrant and Riccardo Pigliucci. (Incorporated by reference to Exhibit 10(3) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).)
10(15) Employment Agreement dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(15) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).)
10(16) Employment Agreement dated November 1, 1990 as amended through December 3, 1992, between Registrant and Andre F.Marion.
10(17) Employment Agreement dated November 21, 1991, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(16) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 Commission file number 1-4389).)
10(18) Consulting Agreement dated March 17, 1994, between Registrant and Robert H. Hayes.
10(19) 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(18) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).)
10(20) 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(21) Consulting Agreement dated September 16, 1994, between Registrant and Andre F. Marion.
11 Computation of Net Income (Loss) per Share for the five years ended June 30, 1994.
13 Annual Report to Shareholders for 1994.
21 List of Subsidiaries.
23(1) Consent of Price Waterhouse LLP.
23(2) Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.