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): JULY 13, 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 5. OTHER EVENTS. On July 16, 2001, Packard BioScience Company (the "Company") and PerkinElmer, Inc. ("PerkinElmer") announced that they had entered into an agreement and plan of merger (the "Merger Agreement"), dated as of July 13, 2001, providing for the merger of the Company and PerkinElmer. If the merger is completed, the Company will become a wholly-owned subsidiary of PerkinElmer, and the holders of the common stock of the Company will be entitled to receive 0.311 of a PerkinElmer share for each of their shares of common stock of the Company. Certain stockholders of the Company, representing in the aggregate a majority of the Company's outstanding shares, have also entered into a stockholder's and voting agreements with PerkinElmer in connection with the Merger. A copy of the Merger Agreement is attached hereto as Exhibit 2.1, copies of the Stockholder's Agreement and the Voting Agreements are attached hereto as Exhibits 10.1 through 10.8, and a copy of the press release announcing the Merger is attached hereto as Exhibit 99.1. This summary is qualified in its entirety by reference to such exhibits. c) Exhibits. 2.1 Agreement and Plan of Merger, by and among PerkinElmer, Inc., Pablo Acquisition Corp. and Packard BioScience Company, dated as of July 13, 2001. (1) 10.1 Stockholder's Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Stonington Capital Appreciation 1994 Fund, L.P. 10.2 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Richard T. McKernan. (1) 10.3 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Virginia J. McKernan. (1) 10.4 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Barbara P. Olcott. (1) 10.5 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Emery G. Olcott. (1) 10.6 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and the Timothy S. Olcott Trust. (1) 10.7 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Timothy O. White, Jr. (1) 10.8 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Franklin R. Witney. (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. 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 By: /s/ T.O. White ------------------------------------ Name: Timothy O. White Title: Vice President Date: July 16, 2001 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, by and among PerkinElmer, Inc., Pablo Acquisition Corp. and Packard BioScience Company, dated as of July 13, 2001. (1) 10.1 Stockholder's Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Stonington Capital Appreciation 1994 Fund, L.P. 10.2 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Richard T. McKernan. (1) 10.3 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Virginia J. McKernan. (1) 10.4 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Barbara P. Olcott. (1) 10.5 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Emery G. Olcott. (1) 10.6 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and the Timothy S. Olcott Trust. (1) 10.7 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Timothy O. White, Jr. (1) 10.8 Voting Agreement, dated as of July 13, 2001, between PerkinElmer, Inc. and Franklin R. Witney. (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.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD Revenues $115,446 $ 13,086 $128,532 Cost of sales 50,738 7,493 58,231 --------- ---------- ---------- Gross profit 64,708 5,593 70,301 Research and development costs 19,950 3,745 23,695 Selling, general and administrative costs 39,328 3,908 (J) 3,394 46,630 Amortization of technology and intangibles -- 124 (124) -- --------- ---------- ---------- Income (loss) from operations 5,430 (2,184) (24) Interest expense, net (13,715) -- (A) 6,522 (I) (2,100) (9,293) --------- ---------- ---------- Loss from continuing operations before income taxes and extraordinary items, net (8,285) (2,184) (9,317) (Provision for) benefit from income taxes 2,900 -- (F) (2,478) (L) 2,871 3,292 --------- ---------- ---------- Loss from continuing operations before extraordinary items, net (5,385) (2,184) (6,025) Income from discontinued operations, net 954 -- (B) (954) -- --------- ---------- ---------- Loss before extraordinary items, net (4,431) (2,184) (6,025) Extraordinary items, net of income taxes (48) -- (48) --------- ---------- ---------- Net loss $ (4,479) $ (2,184) $ (6,073) ========= ========== ========== Weighted average shares outstanding 60,281 Basic and diluted loss per share ($ 0.10) The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD Revenues $112,360 $ 8,697 $ 121,057 Cost of sales 53,921 3,790 57,711 --------- ---------- --------- Gross profit 58,439 4,907 63,346 Research and development costs 16,693 2,192 18,885 Selling, general and administrative costs 29,357 2,104 (J) 3,394 34,855 Write-off of acquired in-process research and development costs -- 4,100 (K) (4,100) -- Amortization of technology and intangibles -- 83 (83) -- --------- ---------- --------- Income (loss) from operations 12,389 (3,572) 9,606 Interest expense, net (15,692) -- (A) 6,500 (I) (2,100) (11,292) --------- ---------- --------- Loss from continuing operations before income taxes (3,303) (3,572) (1,686) (Provision for) benefit from income taxes (842) -- (F) (2,470) (L) 1,856 (1,457) --------- ---------- Loss from continuing operations (4,145) (3,572) (3,143) Income from discontinued operations, net 6,655 -- (B) (6,655) -- --------- ---------- --------- Net income (loss) $ 2,510 $(3,572) $ (3,143) ========= ========== ========= Weighted average shares outstanding 50,250 Basic and diluted loss per share ($ 0.06) The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD Revenues $158,890 $13,790 $ 172,680 Cost of sales 78,310 6,091 84,401 --------- ---------- ---------- Gross profit 80,580 7,699 88,279 Research and development costs 22,796 2,973 25,769 Selling, general and administrative costs 42,020 3,021 (J) 4,525 49,566 Write-off of acquired in-process research and development costs -- 4,100 (K) (4,100) -- Amortization of technology and intangibles -- 124 (124) -- --------- ---------- ---------- Income (loss) from operations 15,764 (2,519) 12,944 Interest expense, net (22,094) -- (A) 8,667 (I) (2,800) (16,227) --------- ---------- ---------- Loss from continuing operations before income taxes (6,330) (2,519) (3,283) (Provision for) benefit from income taxes (1,620) -- (F) (3,294) (L) 2,136 (2,778) --------- ---------- ---------- Loss from continuing operations (7,950) (2,519) (6,061) Income from discontinued operations, net 7,752 -- (B) (7,752) -- --------- ---------- ---------- Net loss $ (198) $ (2,519) $ (6,061) ========= ========== ========== Weighted average shares outstanding 50,299 Basic and diluted loss per share ($ 0.12) The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD Revenues $146,235 $ 8,027 $ 154,262 Cost of sales 69,090 2,886 71,976 --------- -------- --------- Gross profit 77,145 5,141 82,286 Research and development costs 23,160 1,865 25,025 Selling, general and administrative costs 37,844 2,125 (J) 4,525 44,494 Write-off of acquired in-process research and development costs 6,120 -- 6,120 Other charges (10,753) (10,753) --------- -------- --------- Income from operations 20,774 1,151 17,400 Interest expense, net (17,482) -- (A) 8,656 (I) (2,800) (11,626) --------- -------- --------- Income from continuing operations before income taxes 3,292 1,151 5,774 (Provision for) benefit from income taxes (2,437) -- (F)(3,289) (L) 2,346 (3,380) --------- -------- --------- Income from continuing operations 855 1,151 2,394 Income from discontinued operations, net 1,050 -- (B)(1,050) -- --------- -------- --------- Net income $ 1,905 $ 1,151 $ 2,394 ========= ======== ========= Weighted average shares outstanding - Basic 50,070 Diluted 52,179 Earnings per share - Basic $ 0.05 Diluted $ 0.05 The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD Revenues $120,286 $ 914 $ 121,200 Cost of sales 54,368 776 55,144 --------- ------- --------- Gross profit 65,918 138 66,056 Research and development costs 17,667 1,826 19,493 Selling, general and administrative costs 32,839 448 (J) 4,525 37,812 Other charges 18,429 -- 18,429 --------- ------- --------- Loss from operations (3,017) (2,136) (9,678) Interest expense, net (17,289) (A) 8,032 (I) (2,800) (12,057) --------- ------- --------- Loss from continuing operations before income taxes (20,306) (2,136) (21,735) (Provision for) benefit from income taxes (1,096) (F)(3,052) (L) 3,599 (553) Minority interest in income of subsidiaries (218) -- (218) --------- ------- --------- Loss from continuing operations (21,620) (2,136) (22,506) Income from discontinued operations, net 2,865 -- (B)(2,865) -- --------- ------- --------- Net loss $(18,755) $(2,136) $ (22,506) ========= ======= ========= Weighted average shares outstanding 66,814 Basic and diluted loss per share ($ 0.34) The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

Canberra GSLI Historical Historical Pro Forma Pro Forma Pro Forma PACKARD GSLI ADJUSTMENTS ADJUSTMENTS PACKARD ASSETS CURRENT ASSETS: Cash and cash equivalents $ 52,828 $ -- (C) $126,407 (G) ($41,131) $ 138,104 Accounts receivable, net 26,112 4,278 30,390 Inventories, net 19,075 1,948 21,023 Deferred income taxes 4,160 -- (H) 105 4,265 Net current assets of discontinued operations 27,756 -- (B) (27,756) -- Other 3,913 -- 3,913 ---------- --------- ---------- Total current assets 133,844 6,226 197,695 ---------- --------- ---------- PROPERTY, PLANT AND EQUIPMENT, at cost 27,332 662 (282) 27,712 Less: Accumulated depreciation (12,851) (282) 282 (12,851) ---------- --------- ---------- 14,481 380 14,861 ---------- --------- ---------- OTHER ASSETS: Goodwill, net 20,415 -- (G) 90,506 110,921 Deferred financing costs, net 4,538 -- 4,538 Net noncurrent assets of discontinued operations 38,404 -- (B) (38,404) -- Other assets 9,390 827 (827) 9,390 ---------- --------- ---------- 72,747 827 124,849 ---------- --------- ---------- $221,072 $ 7,433 $ 337,405 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 2,389 $ -- $ 2,389 Current portion of long-term debt 1,302 -- 1,302 Accounts payable and accrued liabilities 17,775 2,239 (D) 52,178 72,192 Deferred income 9,250 658 9,908 ---------- --------- ---------- Total current liabilities 30,716 2,897 85,791 ---------- --------- ---------- LONG-TERM DEBT, less current portion 171,397 -- (C) (43,593) 127,804 ---------- --------- ---------- DEFERRED INCOME TAXES 4,493 -- (H) (4,493) -- ---------- --------- ---------- OTHER NONCURRENT LIABILITIES 2,745 2,745 ---------- --------- ---------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY 11,721 4,536 (E) 51,662 (G,H) 53,146 121,065 ---------- --------- ---------- $221,072 $ 7,433 $ 337,405 ========== ========= ========== The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

FOR THE NINE MONTHS ENDED FOR THE YEAR ENDED DECEMBER 31, SEPTEMBER 30, ------------------------------- ------------- 1997 1998 1999 1999 2000 ---- ---- ---- ---- ---- Elimination of interest expense $ 2,925 $ 4,315 $ 5,137 $ 3,853 $ 2,039 Interest income 5,107 4,341 3,530 2,648 4,483 -------- ------- --------- ------- -------- Net interest adjustment $ 8,032 $ 8,656 $ 8,667 $ 6,500 $ 6,522 ======== ======= ========= ======== ========

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