Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
APPLERA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1534213
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
301 MERRITT 7
NORWALK, CONNECTICUT 06851-1070
(Address of Principal Executive Offices, including Zip Code)
----------
APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
----------
WILLIAM B. SAWCH
Senior Vice President and General Counsel
APPLERA CORPORATION
301 Merritt 7
Norwalk, Connecticut 06851-1070
(203) 840-2000
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed
Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered (1)(2) Share (3) Price (3) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Applera Corporation - Applied Biosystems Group 4,000,000 $20.05 $80,200,000 $7,379
Common Stock, par value $.01 per share (2)
====================================================================================================================================
1. Together with an indeterminate number of additional shares that may be
issued to adjust the number of shares reserved for issuance pursuant to
the Applera Corporation/Applied Biosystems Group 1999 Stock Incentive Plan
as the result of any future stock split, stock dividend, or similar
adjustment to the Applera Corporation - Applied Biosystems Group Common
Stock (the "Applera - Applied Biosystems Stock").
2. This Registration Statement also includes rights to purchase Series A
Participating Junior Preferred Stock, par value $.01 per share, of the
Registrant (the "Rights"). Until the occurrence of certain prescribed
events, the Rights are not exercisable, are evidenced by the certificates
for Applera - Applied Biosystems Stock, and will be transferred along with
and only with such securities. Thereafter, separate Rights certificates
will be issued representing one Right for each share of Applera - Applied
Biosystems Stock held, subject to adjustment pursuant to anti-dilution
provisions.
3. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported average
of the high and low prices for the Applera - Applied Biosystems Stock on
the New York Stock Exchange on December 10, 2002. The maximum offering
price per share is estimated solely for purposes of calculating the
registration fee.
================================================================================
The contents of the Registration Statement on Form S-8 filed by Applera
Corporation (formerly PE Corporation) (the "Company") (File No. 333-82679) on
July 12, 1999, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, are hereby incorporated by reference in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Applera - Applied
Biosystems Stock subject to issuance pursuant to the Applera Corporation/Applied
Biosystems Group 1999 Stock Incentive Plan have been passed upon by Thomas P.
Livingston, Esq., Secretary of the Company. Mr. Livingston owns Applera -
Applied Biosystems Stock and options to purchase Applera - Applied Biosystems
Stock with an aggregate value in excess of $50,000.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit 3.1 Restated Certificate of Incorporation of Applera Corporation
(incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 2000 (Commission File No. 1-4389)).
Exhibit 3.2 Bylaws of Applera Corporation (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4 (Commission File No. 333-67797)).
Exhibit 3.3 Certificate of Designations of Series A Participating Junior
Preferred Stock and Series B Participating Junior Preferred
Stock (incorporated by reference to Exhibit A to Exhibit 4.1
to the Company's Registration Statement on Form S-4 (No.
333-67797)).
Exhibit 4.1 Stockholder Protection Rights Agreement, dated as of April 28,
1999, between Applera Corporation and BankBoston N.A.
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (No. 333-67797)).
Exhibit 4.2 Amendment to Rights Agreement dated as of April 17, 2002,
among BankBoston, N.A., EquiServe Trust Company, N.A., and the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002 (Commission file number 1-4389)).
2
Exhibit 5 Opinion of Thomas P. Livingston, Esq. (including consent).
Exhibit 10.1 Applera Corporation/Applied Biosystems Group 1999 Stock
Incentive Plan, as amended October 17, 2002 (incorporated by
reference to Appendix B to Schedule 14A, filed September 6,
2002, containing the Company's definitive Proxy Statement for
its 2002 Annual Meeting of Stockholders (Commission file
number 1-4389)).
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of Thomas P. Livingston, Esq. (included in Exhibit 5).
Exhibit 24 Power of Attorney (contained on the signature pages hereof).
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut, on December 13, 2002.
APPLERA CORPORATION
By: /s/ William B. Sawch
------------------------------------
William B. Sawch
Senior Vice President and
General Counsel
POWER OF ATTORNEY
We, the undersigned directors and officers of the Company, do hereby
constitute and appoint Dennis L. Winger and William B. Sawch, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933 and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Tony L. White Chairman of the Board, December 13, 2002
------------------------------------ President and
Tony L. White Chief Executive Officer
(Principal Executive Officer)
4
/s/ Dennis L. Winger Senior Vice President and December 13, 2002
------------------------------------ Chief Financial Officer
Dennis L. Winger (Principal Financial Officer)
/s/ Vikram Jog Controller December 13, 2002
------------------------------------ (Principal Accounting Officer)
Vikram Jog
/s/ Richard H. Ayers Director December 13, 2002
------------------------------------
Richard H. Ayers
/s/ Jean-Luc Belingard Director December 13, 2002
------------------------------------
Jean-Luc Belingard
/s/ Robert H. Hayes Director December 13, 2002
------------------------------------
Robert H. Hayes
/s/ Arnold J. Levine Director December 13, 2002
------------------------------------
Arnold J. Levine
/s/ Theodore E. Martin Director December 13, 2002
------------------------------------
Theodore E. Martin
/s/ Carolyn W. Slayman Director December 13, 2002
------------------------------------
Carolyn W. Slayman
/s/ Orin R. Smith Director December 13, 2002
------------------------------------
Orin R. Smith
/s/ Georges C. St. Laurent, Jr. Director December 13, 2002
-------------------------------------
Georges C. St. Laurent, Jr.
/s/ James R. Tobin Director December 13, 2002
-------------------------------------
James R. Tobin
5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 5 Opinion of Thomas P. Livingston, Esq. (including consent).
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of Thomas P. Livingston, Esq. (included in Exhibit 5).
Exhibit 24 Power of Attorney (contained on the signature pages hereof).
6