-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EcLC+Ff4hU5VYrWC0bY69e31NL028KtaY8jjB8wFlN9SPS2Qv95LfqQfPwAM6tVi AYj7KaoFM7r73gAa96hYCw== 0000950135-02-005722.txt : 20021227 0000950135-02-005722.hdr.sgml : 20021227 20021226214016 ACCESSION NUMBER: 0000950135-02-005722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021226 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05075 FILM NUMBER: 02869454 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 8-K 1 b45070pee8vk.txt PERKINELMER, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 26, 2002 PerkinElmer, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-5075 04-2052042 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
45 William Street, Wellesley, Massachusetts 02481 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (781) 237-5700 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. PerkinElmer, Inc. a Massachusetts corporation, is filing this current report on Form 8-K for the purpose of filing with the Securities and Exchange Commission its press release dated December 26, 2002 announcing that it has substantially completed its previously announced refinancing plan to repay existing debt in order to extend existing shorter-term debt maturities. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits
Exhibit No. Description - ----------- ----------- 4.1 First Supplemental Indenture, dated December 13, 2002, between the Registrant and State Street Bank and Trust Company. 99.1 Press Release, dated December 26, 2002.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERKINELMER, INC. Date: December 26, 2002 By: /s/ Robert F. Friel ----------------------------------- Robert F. Friel Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4.1 First Supplemental Indenture, dated December 13, 2002, between the Registrant and State Street Bank and Trust Company. 99.1 Press Release, dated December 26, 2002.
4 EX-4.1 3 b45070peexv4w1.txt FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE BETWEEN PERKINELMER, INC. AND STATE STREET BANK AND TRUST COMPANY DATED AS OF DECEMBER 13, 2002 TO INDENTURE DATED AS OF JUNE 28, 1995 PROVIDING FOR THE ISSUANCE OF SECURITIES IN SERIES PERKINELMER, INC. FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of December 13, 2002 (this "First Supplemental Indenture"), between PerkinElmer, Inc. (formerly, EG&G, Inc.), a Massachusetts corporation (the "Company"), and State Street Bank and Trust Company, as trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of June 28, 1995 (the "Indenture"); and WHEREAS, Section 902 of the Indenture provides that, with the consent of Holders of not less than a majority in principal amount of Outstanding Securities of each series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture; and WHEREAS, the Company has commenced an offer to purchase (the "Offer") for cash all of its outstanding 6.80% Notes due October 15, 2005 (the "Notes") from all Holders thereof, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 22, 2002 (the "Offer to Purchase"), and in the related Consent and Letter of Transmittal, dated November 22, 2002; and WHEREAS, in connection with the Offer and forming part thereof, the Company has solicited (the "Solicitation") consents (the "Consents") of the Holders of the Notes to effect certain amendments (the "Amendments") to the Indenture; and WHEREAS, the Notes are the only series of Securities heretofore issued under the Indenture; and WHEREAS, pursuant to the Solicitation, there have been validly delivered Consents of Holders of a majority in principal amount of Outstanding Notes; and WHEREAS, in accordance with the terms of the Offer and Solicitation, the Company and the Trustee have determined that it is necessary or required to supplement the Indenture to reflect the Amendments; and WHEREAS, the Company certifies that all conditions and requirements of the Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto; and WHEREAS, the Company hereby authorizes and directs the Trustee to enter into this First Supplemental Indenture; NOW, THEREFORE, in consideration of the premises provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Securities as follows: ARTICLE ONE AMENDMENTS TO THE INDENTURE SECTION 101. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. Effective as of the Effective Time, Section 101 of the Indenture is hereby amended by deleting in their entirety the following defined terms and their definitions: "Attributable Debt" "Consolidated Net Tangible Assets" "Funded Debt" "Lien" "Principal Property" "Restricted Subsidiary" "Sale and Leaseback Transaction" "Secured Funded Debt" "Unrestricted Subsidiary" "Value" "Wholly-owned Restricted Subsidiary" SECTION 102. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Effective as of the Effective Time, Article Eight of the Indenture is hereby amended by deleting it in its entirety, together with all references throughout the Indenture to such Article and inserting in place of the text of such Article, the word "Reserved." SECTION 103. COVENANTS. Effective as of the Effective Time, Article Ten of the Indenture is hereby amended by deleting Sections 1006, 1007 and 1008 in their entirety, together with all references throughout the Indenture to such sections, and inserting in place of the text of each such section the word "Reserved." -2- ARTICLE TWO MISCELLANEOUS PROVISIONS SECTION 201. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution and delivery of this First Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. SECTION 202. GENERAL DEFINITIONS. For all purposes of this First Supplemental Indenture: (a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and (b) the terms "herein", "hereof", "hereunder" and other words of similar import refer to this First Supplemental Indenture. SECTION 203. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. SECTION 204. EFFECTIVE DATE. The provisions of Article One hereof shall be deemed to have become effective at such time (the "Effective Time") on the date that the Notes are accepted for payment by the Company pursuant to the Offer that is immediately prior to, or simultaneous with, the closing of the transactions contemplated by the Company's new senior credit facilities referred to in the Offer to Purchase. The Company shall deliver to the Trustee an Officers' Certificate certifying the occurrence of the Effective Time. SECTION 205. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. SECTION 206. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This First Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this First Supplemental Indenture shall henceforth be read and construed together. -3- SECTION 207. CONFLICT WITH THE TRUST INDENTURE ACT. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern any provision of this First Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be. SECTION 208. SEVERABILITY. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 209. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this First Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Securities. SECTION 210. SUCCESSORS. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. SECTION 211. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Securities relating to the conduct of, affecting the liability of or affording protection to, the Trustee, whether or not elsewhere herein so provided. SECTION 212. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all such counterparts shall together constitute but one and the same instruments. SECTION 213. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. -4- SECTION 214. HEADINGS. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. SECTION 215. THE TRUSTEE. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] -5- IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above. PERKINELMER, INC. By: /s/ Terrance L. Carlson ------------------------------ Name: Terrance L. Carlson --------------------------- Title: Senior Vice President --------------------------- STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Earl W. Dennison Jr. ------------------------------ Name: Earl W. Dennison Jr. --------------------------- Title: Vice President --------------------------- -6- EX-99.1 4 b45070peexv99w1.txt PRESS RELEASES DATED 12/26/2002 EXHIBIT 99.1 FOR IMMEDIATE RELEASE 26 DECEMBER 2002 PERKINELMER COMPLETES REFINANCING TRANSACTIONS - COMPLETES SALE OF SENIOR SUBORDINATED NOTES - ENTERS NEW SECURED CREDIT FACILITIES - REPAYS EXISTING BANK DEBT AND $110.3 MILLION OF 6.80% NOTES - ZERO COUPON DEBENTURE TENDER OFFER TO EXPIRE DECEMBER 27, 2002 Boston - PerkinElmer, Inc. (NYSE: PKI) announced that it has substantially completed its previously announced refinancing plan to repay existing debt in order to extend existing shorter-term debt maturities. Today the company repaid its existing bank debt and synthetic lease by completing the sale of $300 million aggregate principal amount of ten-year senior subordinated notes and entering into new senior secured credit facilities for a $315 million six-year term loan and a $100 million revolving credit facility. PerkinElmer also accepted for payment $110,319,000 aggregate principal amount of its outstanding 6.80% Notes due October 15, 2005 pursuant to its cash tender offer and consent solicitation. The final step of the refinancing plan, PerkinElmer's pending cash tender offer to purchase its Zero Coupon Convertible Debentures due August 7, 2020, is scheduled to expire at 12:00 midnight, New York City time, on Friday, December 27, 2002. Senior Subordinated Notes and Secured Credit Facilities PerkinElmer sold $300 million aggregate principal amount of senior subordinated notes in an institutional private placement. The notes have been guaranteed on a senior subordinated basis by certain of PerkinElmer's domestic subsidiaries. PerkinElmer borrowed the full amount available under the term loan at the closing of the new senior secured credit facilities. PerkinElmer did not draw upon the $100 million revolving credit facility, which remains available for the company's working capital needs. The revolving credit facility has a five-year term. A portion of the proceeds from the term loan is being used to purchase the tendered 6.80% notes and a portion of the proceeds, together with proceeds from the sale of the company's senior subordinated notes, will be used to purchase the zero coupon convertible debentures that are tendered. 6.80% Notes The tendered 6.80% notes represented approximately 96% of the total outstanding 6.80% notes. PerkinElmer will pay an aggregate of $111,768,350.37 for the tendered 6.80% notes. Each holder who tendered 6.80% notes and the related consents at or before 5:00 p.m., New York City time, on December 6, 2002, the consent expiration date, will receive $1,013.41 for each $1,000 principal amount of tendered 6.80% notes, including a $15 consent payment. Each holder who tendered notes and the related consents after the consent expiration date will receive $998.41 for each $1,000 principal amount of tendered 6.80% notes. The 6.80% notes tender offer commenced on November 22, 2002 and expired at 10:00 a.m., New York City time, on Thursday, December 26, 2002. It is anticipated that State Street Bank and Trust Company, as Depositary for the tender offer and consent solicitation, will pay noteholders on or about December 26, 2002. On December 6, 2002, the expiration date for the 6.80% notes consent solicitation, PerkinElmer announced that it had received the requisite consents to amend the indenture under which the 6.80% notes were issued. PerkinElmer and State Street Bank and Trust Company, as Trustee, executed a supplemental indenture, which became effective as of December 26, 2002, eliminating substantially all of the restrictive covenants from the indenture, as more fully described in PerkinElmer's Offer to Purchase and Consent Solicitation Statement dated November 22, 2002. Important additional information has been filed with the SEC PerkinElmer has filed with the SEC a Schedule TO in connection with the tender offer for the zero coupon convertible debentures. The Schedule TO contains important information about PerkinElmer, the zero coupon convertible debentures, the tender offer and related matters. Debenture holders are urged to read the Schedule TO carefully. Investors and security holders may obtain free copies of the Schedule TO and other documents filed with the SEC by PerkinElmer through the website maintained by the SEC at www.sec.gov. Investors and security holders can also obtain free copies of these documents directly from PerkinElmer by contacting PerkinElmer Investor Relations at (781) 431-4306. In addition, PerkinElmer has retained Merrill Lynch to act as Dealer Manager in connection with the zero coupon convertible debentures tender offer. Questions about that tender offer may be directed to Merrill Lynch (telephone: (888) ML4-TNDR (toll-free), or (212) 449-6025) or to D.F. King & Co., Inc., the information agent for the offer, at (212) 269-5550 (collect telephone for banks and brokers) or (800) 659-6590 (for all others). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of zero coupon convertible debentures should tender their debentures pursuant to the debenture tender offer. Factors Affecting Future Performance Any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "will" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including risks related to our debt levels, a downturn in our customers' markets, our failure to introduce new products in a timely manner, risks related to our international operations, our inability to integrate acquired businesses into our existing business, competition and other factors which we describe under the caption "Forward-Looking Information and Factors Affecting Future Performance" in our most recently filed quarterly report on Form 10-Q. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. PerkinElmer, Inc. is a global technology leader focused in the following businesses - Life and Analytical Sciences, Optoelectronics, and Fluid Sciences. Combining operational excellence and technology expertise with an intimate understanding of its customers' needs, PerkinElmer creates innovative solutions - - backed by unparalleled service and support - for customers in health sciences, semiconductor, aerospace, and other markets whose applications demand absolute precision and speed. The company markets in more than 125 countries, and is a component of the S&P 500 Index. Additional information is available through www.perkinelmer.com or 1-877-PKI-NYSE. CONTACT: PerkinElmer, Inc. (Investor Contact) Diane Basile, 781/431-4306 or PerkinElmer, Inc. (Media Contact) Jim Monahan, 781/431-4111 -----END PRIVACY-ENHANCED MESSAGE-----