SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2021
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|940 Winter Street, Waltham, Massachusetts||02451|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common stock, $1 par value per share||PKI||The New York Stock Exchange|
|1.875% Notes due 2026||PKI 21A||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 21, 2021, PerkinElmer, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that on September 17, 2021 the Company, through its direct, wholly owned subsidiaries, Burton Acquisition I, Inc. (“Merger Sub I”) and Burton Acquisition II, Inc. (together with Merger Sub I, the “Merger Subs”), completed its acquisition of BioLegend, Inc. (“BioLegend”) pursuant to the Agreement and Plan of Merger dated as of July 25, 2021 (the “Merger Agreement”) by and among the Company, the Merger Subs, BioLegend and Gene Lay, solely in his capacity as the stockholder representative thereunder.
This Current Report on Form 8-K/A amends the original Form 8-K to provide the historical financial statements of BioLegend required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of BioLegend, Inc. and subsidiaries (“BioLegend”) as of and for the year ended December 31, 2020 are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein. The unaudited condensed consolidated financial statements of BioLegend as of and for the six months ended June 30, 2021 are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated by reference herein. The consent of BioLegend’s independent auditors is attached hereto as Exhibit 23.1.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company and BioLegend for the year ended January 3, 2021 and for the six months ended July 4, 2021 is included as Exhibit 99.5 to this Current Report on Form 8-K/A and is incorporated by reference herein.
The exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
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.
|Date: November 4, 2021||By:|
/s/ Joel S. Goldberg
|Name:||Joel S. Goldberg|
|Title:||Senior Vice President, Administration, General Counsel and Secretary|