SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 27, 2001 PACKARD BIOSCIENCE COMPANY (Exact Name of Registrant as Specified in Charter) DELAWARE (State or other jurisdiction of incorporation) 333-24001 06-0676652 (Commission File Number) (IRS Employer Identification No.) 800 RESEARCH PARKWAY, MERIDEN, CONNECTICUT 06450 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 238-2351 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 27, 2001, Packard BioScience Company (the "Company") sold its Canberra division to COGEMA S.A. for $170 million. The amount of the consideration was determined through arm's length negotiations between the parties, with the insistence of their respective financial advisors. The net proceeds to the Company, after income taxes payable and cash expenses directly related to the sale and after estimated repurchases of options held by Canberra employees, will be approximately $130 million. On February 28, 2001, the Company used $71 million of the proceeds to repay the balance outstanding on its revolving credit facility. The Company will utilize the remaining net proceeds to fund research and development and for general corporate spending. Except for historical information contained herein, the material herein contains forward-looking statements that involve risks and uncertainties as well as the other risks detailed from time to time in the Company's reports filed with the U.S. Securities and Exchange Commission, including the Form S-1 Registration Statement dated February 9, 2001, the Forms 8-K and Form 8-K/A dated October 13, 2000, the report on Form 10-K for the year ended December 31, 1999 and the reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. Copies of the asset purchase agreement, dated November 28, 2000, relating to the sale of Canberra, and the press release are attached hereto as exhibits 2.1.1 and 99.1, respectively, and are incorporated herein by reference. This summary is qualified by reference to such exhibits. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS a) FINANCIAL STATEMENTS. Not applicable. The historical financial information of GSI Lumonics Inc.'s life sciences business ("GSLI") which the Company acquired effective October 1, 2000, was previously filed with the U.S. Securities and Exchange Commission in the Company's Forms 8-K and 8-K/A dated October 13, 2000 and November 13, 2000, respectively. The Company's historical financial statements, included in the pro forma financial section of this Form 8-K, have previously been filed with the U.S. Securities and Exchange Commission in the filings referenced above. b) PRO FORMA FINANCIAL INFORMATION. The following pages contain the unaudited pro forma condensed consolidated statements of income (loss) of Packard BioScience Company, which give effect to the sale of the Canberra division, as of the beginning of the period for the nine months ended September 30, 2000 and 1999, and as of the beginning of the period for the years ended December 31, 1999, 1998 and 1997 and the unaudited pro forma condensed consolidated balance sheet as of September 30, 2000 which gives effect to the sale of the Canberra division as of September 30, 2000. In addition, the unaudited pro forma financial statements referenced above give effect to the acquisition by the Company of GSLI as of the beginning of the period for the condensed consolidated statements of income (loss) and as of September 30, 2000 for the condensed consolidated balance sheet. Pro forma financial information associated solely with the GSLI acquisition has previously been filed with the U.S. Securities and Exchange Commission on Forms 8-K and 8-K/A dated October 13, 2000. The following unaudited pro forma condensed consolidated financial statements of the Company were prepared to illustrate the estimated effects of the sale by the Company of its Canberra division and the acquisition by the Company of GSLI's on the Company's historical operating results and financial position, for the periods and as of the dates presented herein. The pro forma statements do not purport to represent what the Company's results of operations or financial position would have been if the sale and the acquisition had in fact occurred on the dates or at the beginning of the periods indicated or to project the Company's results of operations or financial position for any future date or period. 2 The pro forma adjustments are based upon available information that the Company believes is reasonable in the circumstances. The pro forma statements and accompanying notes should be read inconjunction with the respective historical financial statements of the Company and GSLI referred to above. 3 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Loss Forthe Nine Months Ended September 30, 2000 (In thousands, except per share amount)

4 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) For the Nine Months Ended September 30, 1999 (In thousands, except per share amount)

5 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Loss For the Year Ended December 31, 1999 (In thousands, except per share amount)

6 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Income For the Year Ended December 31, 1998 (In thousands, except per share amount)

7 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) For the Year Ended December 31, 1997 (In thousands, except per share amount)

8 Packard BioScience Company and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2000 (In thousands)

9 Packard BioScience Company Notes to Pro Forma Condensed Consolidated Financial Statements Note 1. Basis of Presentation The pro forma information presented is theoretical in nature and not necessarily indicative of future consolidated results of operations of Packard BioScience Company (the "Company") or the consolidated results of operations which would have resulted had the Company sold its Canberra division or acquired certain net assets of GSI Lumonics Inc.'s Life Sciences business ("GSLI") as of the beginning of the periods presented. The pro forma condensed consolidated financial statements give effect to the sale of the Canberra division and the acquisition of GSLI, assuming that the sale and acquisition had occurred as of January 1, 1997, for purposes of the unaudited pro forma condensed consolidated statements of income (loss) for each of the periods presented, and as of September 30, 2000, for purposes of the unaudited pro forma condensed consolidated balance sheet as of September 30, 2000. The historical Company information included in the accompanying pro forma financial statements was taken from the Company's previously filed Form S-1 Registration Statement dated February 9, 2001, the report on Form 10-K for the year ended December 31, 1999 and the report on Form 10-Q for the quarter ended September 30, 2000. The historical GSLI information included in the accompanying pro forma financial statements, for the nine months ended September 30, 2000, for the year ended December 31, 1999 and as of September 30, 2000, was taken from the Company's previously filed Form 8-K/A dated October 13, 2000. Historical GSLI information for the years ended December 31, 1997 and 1998 has not been previously filed with the U.S. Securities and Exchange Commission since it was not required. Note 2. Pro Forma Adjustments The gross proceeds from the sale of Canberra were $170 million. Total net cash proceeds from the sale, after payment of $19 million of transaction costs, including approximately $10 million for stock option repurchases from Canberra employees, and after income taxes payable of $21 million, are expected to be approximately $130 million. The net gain, after transaction costs of $9 million, a charge of $10 million related to a modification of Canberra stock options, and after the provision for income taxes of $33 million, for financial reporting purposes, would have been approximately $52 million, assuming the transaction closed as of September 30, 2000. The pro forma adjustments associated with the Canberra division sale consist of the following: (A) The pro forma adjustments reflect the assumption that the Company paid-off the average outstanding balances under its term and revolving credit agreements, as of the beginning of each of the periods presented, and invested the remainder of the net proceeds at rates ranging from 5.0%-5.6%. The historical interest expense eliminated, and the interest income earned on the remaining net proceeds from the sale, consists of the following (in thousands):

10 (B) The elimination of the net current and noncurrent assets of discontinued operations and the elimination of income from discontinued operations, net of income taxes. (C) An increase in cash representing the gross proceeds of $170 million less the repayment of the outstanding revolving credit facility borrowings as of September 30, 2000 ($43.6 million). The actual amount of the revolving credit facility outstanding at the time of the sale, February 27, 2001, which was repaid through the use of the net proceeds, was $71 million. (D) To accrue transaction costs, estimated income taxes related to the gain on the sale and the cost of option repurchases from Canberra employees. (E) To record the gain on the sale of Canberra assuming the sale had occurred as of September 30, 2000. The actual gain will differ from this estimate due to changes in Canberra's net assets as of February 27, 2001, and purchase price adjustments related thereto. (F) The income tax effect of the pro forma adjustments is based upon the estimated effective tax rate of 38%. The purchase price of GSLI consisted of the following (in thousands): Cash $ 39,338 Company common stock 65,184 Legal and other fees 1,793 --------- Total consideration $ 106,315 ========= The Company issued approximately 4.5 million shares of common stock to GSLI in connection with the acquisition. For financial reporting purposes, the value assigned to the stock of $65.2 million was determined in accordance with guidance provided by the Emerging Issues Task Force. The value of the stock for tax purposes was approximately $87.7 million, which amount was determined based on the closing price on the date the shares were issued. The difference will result in an additional tax benefit of approximately $595,000 annually which will reduce goodwill. The purchase price was allocated as follows: Tangible net assets $ 3,709 In-process research and development 12,100 Goodwill 90,506 --------- Total $106,315 ========= The Company wrote-off the value assigned to the acquired in-process research and development in the fourth quarter of 2000 as it had not reached technological feasibility as of the date of the acquisition. The value was determined based on an independent appraisal using the percentage of completion method. This write-off has been eliminated in the accompanying pro forma condensed consolidated statement of loss as it is nonrecurring in nature. The pro forma adjustments associated with the GSLI acquisition consist of the following: (G) To reflect the goodwill resulting from the acquisition, the payment of $41 million in cash, including $1.8 million of transaction costs, and the issuance of shares of the Company's common stock valued at $65.2 million. (H) To reflect the acquired in-process research and development charge of $12.1 million as a reduction in stockholders' equity and the related deferred tax asset of $4.6 million. 11 (I) To reflect the reduction in interest income and increase in interest expense that would have resulted given the $41 million used for the acquisition. A change in the interest rate of .125% would result in increasing or decreasing the annual pro forma interest expense adjustment by $50,000. (J) To reflect goodwill amortization using a twenty (20) year estimated life. (K) The write-off of acquired in-process research and development included in the historical GSLI financial statements has been eliminated from the pro forma financial information as it is recurring in nature. (L) The income tax effect of the pro forma adjustments is based upon the Company's approximate statutory effective rate of 38%. The adjustment also includes a tax provision/benefit for the historical loss for GSLI since a provision/benefit would have resulted if such amount was included in the Company's consolidated group at such time. c) Exhibits. 2.1.1 Asset Purchase Agreement, dated November 28, 2000, Between Packard BioScience Company and Compagnie Generale Des Matieres Nucleaires (the "Agreement") (1) 99.1 Press Release dated February 27, 2001 (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. 12 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. PACKARD BIOSCIENCE COMPANY /s/ Emery G. Olcott By: ---------------------------------- Name: Emery G. Olcott Title:Chairman of the Board and Chief Executive Officer Date: March 14, 2000 13 INDEX TO FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description ------------- -------------- 2.1 Asset Purchase Agreement, dated November 28, 2000, Between Packard BioScience Company and Compagnie Generale Des Matieres Nucleaires (the "Agreement") (1) 99.1 Press Release dated February 27, 2001 (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. 14

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