content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 11, 2000
  
                                                        Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                  PERKINELMER, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
           MASSACHUSETTS                                 04-2052042
  (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                    Identification Number)
  
  45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS               02481
    (Address of Principal Executive Offices)              (Zip Code)
  
  
             VIVID TECHNOLOGIES, INC. 1989 COMBINATION STOCK OPTION PLAN
                 VIVID TECHNOLOGIES, INC. 1996 EQUITY INCENTIVE PLAN
        VIVID TECHNOLOGIES, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                 VIVID TECHNOLOGIES, INC. 1999 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
  
                                 TERRANCE L. CARLSON
                              SENIOR VICE PRESIDENT AND
                                   GENERAL COUNSEL
                                  PERKINELMER, INC.
                                  45 WILLIAM STREET
                           WELLESLEY, MASSACHUSETTS 02481
                       (Name and Address of Agent for Service)
  
                                   (781) 237-5100
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                      PROPOSED                  PROPOSED
                  TITLE OF                                             MAXIMUM                   MAXIMUM
                 SECURITIES                         AMOUNT             OFFERING                 AGGREGATE              AMOUNT OF
                    TO BE                      TO BE REGISTERED         PRICE                   OFFERING              REGISTRATION
                 REGISTERED                                           PER SHARE ($)             PRICE ($)                 FEE ($)
                 ----------                    ----------------      -------------             ---------                 -------
  <S>                                          <C>                   <C>                       <C>                    <C>
  Vivid Technologies, Inc. 1989                          38,324         22.6968 (3)             869,832.16                229.64
  Combination Stock Option Plan, as
  amended (1)(2)
  </TABLE>
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
                                                                      PROPOSED                  PROPOSED
                  TITLE OF                                             MAXIMUM                   MAXIMUM
                 SECURITIES                         AMOUNT             OFFERING                 AGGREGATE              AMOUNT OF
                    TO BE                      TO BE REGISTERED         PRICE                   OFFERING              REGISTRATION
                 REGISTERED                                           PER SHARE ($)             PRICE ($)                 FEE ($)
                 ----------                    ----------------      -------------             ---------                 -------
  <S>                                          <C>                   <C>                      <C>                     <C>
  Vivid Technologies, Inc. 1996 Equity                    83,967         39.8230 (3)           3,343,817.84                882.77
  Incentive Plan (1)(2)                                   29,663         51.8125 (4)           1,536,914.19                405.75
  
  Vivid Technologies, Inc. 1996                            7,256         57.3671 (3)             416,255.68                109.89
  Nonemployee Director Stock Option Plan                  12,904         51.8125 (4)              68,588.50                176.51
  (1)(2)
  
  Vivid Technologies, Inc. 1999 Equity                    18,942         19.4892 (3)             369,164.53                 97.46
  Incentive Plan (1)(2)                                   29,356         51.8125 (4)           1,521,007.75                401.55
  
           Total for all plans:                          220,412            --                 8,725,580.55              2,303.55
  
  </TABLE>
  
  (1)      The Registrant is registering shares of its common stock, $1.00 par
           value per share, which are issuable in accordance with the terms of
           this plan.
  
  (2)      Pursuant to Agreement and Plan of Merger, dated as of October 4, 1999,
           among PerkinElmer, Inc., Venice Acquisition Corp. and Vivid
           Technologies, Inc., the Registrant has assumed the Vivid Technologies,
           Inc. 1989 Combination Stock Option Plan, as amended, Vivid
           Technologies, Inc. 1996 Equity Incentive Plan, Vivid Technologies, Inc.
           1996 Nonemployee Director Stock Option Plan and Vivid Technologies,
           Inc. 1999 Equity Incentive Plan under which certain options are
           outstanding and certain additional options may be granted to purchase
           common stock, $1.00 par value per share, of PerkinElmer, Inc.
  
  (3)      These shares under this plan are issuable upon the exercise of
           currently outstanding options with fixed exercise prices. Pursuant to
           Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
           price and the fee have been computed based on the weighted average per
           share exercise price at which the outstanding options under this plan
           may be exercised.
  
  (4)      Price estimated solely for the purpose of calculating the registration
           fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
           and based on the average of the high and the low prices of the
           Registrant's common stock on February 3, 2000, as listed on the New
           York Stock Exchange.
  
                                  EXPLANATORY NOTE
  
           This registration statement has been prepared in accordance with the
  requirements of Form S-8 and relates to the Registrant's common stock being
  offered pursuant to the (1) Vivid Technologies, Inc. 1989 Combination Stock
  Option Plan, (2) Vivid Technologies, Inc. 1996 Equity Incentive Plan, (3) Vivid
  Technologies, Inc. 1996 Nonemployee Director Stock Option Plan, and (4) Vivid
  Technologies, Inc. 1999 Equity Incentive Plan.
  <PAGE>   3
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act"), the information required by Part I is included in
  documents which will be sent or given to participants in the (1) Vivid
  Technologies, Inc. 1989 Combination Stock Option Plan, (2) Vivid Technologies,
  Inc. 1996 Equity Incentive Plan, (3) Vivid Technologies, Inc. 1996 Nonemployee
  Director Incentive Plan, and (4) Vivid Technologies, Inc. 1999 Equity Incentive
  Plan.
  <PAGE>   4
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
           filed pursuant to Rule 424(b) under the Securities Act that contains
           audited financial statements for the Registrant's latest fiscal year
           for which such statements have been filed.
  
                    (2) All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered by the
           document referred to in (1) above.
  
                    (3) The description of the common stock of the Registrant,
           $1.00 par value per share (the "Common Stock"), contained in a
           registration statement filed under the Exchange Act, including any
           amendment or report filed for the purpose of updating such description.
  
                    All documents subsequently filed by the registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this registration statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this registration statement.
  <PAGE>   5
  
           ITEM 4.  DESCRIPTION OF SECURITIES
  
                    Not Applicable
  
  
  
  
  
  
  
  
  
                                        II-2
  <PAGE>   6
  
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.
  
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    Section 67, Chapter 156B of the General Laws of the
  Commonwealth of Massachusetts, as amended (the "Massachusetts Business
  Corporation Law"), and
  
  
  
  
  
  
  
  
  
  
  
                                        II-3
  <PAGE>   7
  
  Article V, Section 9 of the Registrant's Bylaws, to which reference is hereby
  made, contain provisions authorizing indemnification by the Registrant of
  directors, officers, employees or agents against certain liabilities and
  expenses, which they may incur as directors, officers, employees or agents of
  the Registrant or of certain other entities. Section 67, Chapter 156B of the
  Massachusetts Business Corporation Law provides that the indemnification of
  directors, officers, employees and agents of a corporation and persons who serve
  at the corporation's request as directors, officers, employees and other agents
  of another organization may be provided to whatever extent as shall be specified
  by (i) the articles of organization of the corporation or (ii) a bylaw adopted
  by the stockholders or (iii) a vote adopted by the holders of a majority of the
  shares of stock entitled to vote on the election of directors. Unless otherwise
  provided in the articles of organization or the bylaws, the indemnification of
  any persons described above who are not directors of the corporation may be
  provided by the corporation to the extent authorized by the directors. Such
  indemnification may include payment by the corporation of expenses incurred in
  defending a civil or criminal action or proceeding prior to the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  indemnified person to repay such payment if he shall be adjudicated to be not
  entitled to indemnification under Section 67, Chapter 156B of the Massachusetts
  Business Corporation Law. Any indemnification may be provided although the
  person to be indemnified is no longer an officer, director, employee or agent of
  the corporation or of such other organization. Indemnification may not be
  provided for any person with respect to any matter as to which that person shall
  have been adjudicated in any proceeding to not have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation.
  
           Section 65, Chapter 156B of the Massachusetts Business Corporation Law
  provides a limitation on the imposition of liability under other sections of the
  Massachusetts Business Corporation Law. Under this Section, a director, officer
  or incorporator of a corporation is to perform his duties in good faith and in a
  manner he reasonably believes to be in the best interests of the corporation and
  with such care as an ordinarily prudent person in a like position would use
  under similar circumstances. Such director, officer or incorporator is entitled
  to rely on information, opinions, reports or records, including financial
  statements, books of accounts and other financial records, which are prepared by
  or presented by or under the supervision of (i) one or more officers or
  employees of the corporation whom the director, officer or incorporator
  reasonably believes to be reliable and competent in the matters presented, or
  (ii) counsel, public accountants or other persons as to matters that the
  director, officer or incorporator reasonably believes to be within such a
  person's professional expert competence, or (iii) in the case of a director, a
  duly constituted committee of the Board of Directors upon which he does not
  serve, as to matters within its delegated authority, which committee the
  director reasonably believes to merit confidence. If a director, officer or
  incorporator performs his duties in the manner that is set forth above, that
  fact shall be an absolute defense to any claim asserted against him except as
  expressly provided by statute.
  
                                        II-4
  <PAGE>   8
  
           Section 13, Chapter 156B of the Massachusetts Business Corporation Law
  provides that the articles of organization of a corporation may contain a
  provision eliminating or limiting the personal liability of a director to the
  corporation or its stockholders for monetary damages for breach of a fiduciary
  duty as a director notwithstanding any provision of law imposing such liability;
  provided, however, that such provision shall not eliminate or limit the
  liability of a director (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Sections 61 or 62, Chapter 156B of the Massachusetts Business
  Corporation Law, or (iv) for any transaction from which the director derived an
  improper personal benefit. Article Six of the Restated Articles of Organization
  of the Registrant contains a provision consistent with Section 13, Chapter 156B
  of the Massachusetts Business Corporation Law and provides that to the fullest
  extent permitted by the Massachusetts Business Corporation Law, a director of
  the Registrant shall not be personally liable to the Registrant or its
  stockholder for monetary damages for breach of fiduciary duty as a director,
  notwithstanding any provision of law imposing such liability.
  
           Section 9 of Article V of the Bylaws of the Registrant contains
  provisions relating to the indemnification of directors and officers of the
  Registrant, which are consistent with Section 67, Chapter 156B of the
  Massachusetts Business Corporation Law. This Section provides that no
  indemnification will be provided to any person who was or is a director or
  officer with respect to any matter as to which such person shall have been
  finally adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation;
  nor shall indemnification be provided where the corporation is required or has
  undertaken to submit to a court the question of whether or not indemnification
  by it is against public policy and it has been finally determined that such
  indemnification is against public policy; provided, however, that, prior to such
  final adjudication, the corporation may compromise and settle any such claims
  and liabilities and pay such expenses, if such settlement or payment, or both,
  appears, in the judgment of a majority of those members of the Board of
  Directors who are not directly involved in such matters, to be for the best
  interest of the corporation as evidenced by a resolution to that effect adopted
  after receipt by the corporation of a written opinion of counsel for the
  corporation that, based upon the facts available to such counsel such person has
  not acted in a manner that would prohibit indemnification.
  
           Section 67, Chapter 156B of the Massachusetts Business Corporation Law
  also contains provisions authorizing a corporation to obtain insurance on behalf
  of any director, officer, employee or agent of the corporation against
  liabilities, whether or not the corporation would have the power to indemnify
  against such liabilities. The Registrant maintains directors' and officers'
  liability and company reimbursement liability insurance. Subject to certain
  deductibles, such insurance will pay up to $50,000,000 per year on claims or
  errors and omissions against the Registrant's directors and officers and will
  reimburse the Registrant for amounts paid to indemnify directors and officers
  against the costs of such claims pursuant to the Registrant's Bylaws.
  
                                        II-5
  <PAGE>   9
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
  
           ITEM 8.  EXHIBITS
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
  
           ITEM 9.  UNDERTAKINGS
  
                    1.       The undersigned Registrant hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this registration
           statement:
  
                                      (i) To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;
  
                                      (ii) To reflect in the prospectus any facts
                    or events arising after the effective date of this
                    registration statement (or the most recent post-effective
                    amendment thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set forth in
                    this registration statement. Notwithstanding the foregoing,
                    any increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 20 percent change in
                    the maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and
  
                                      (iii) To include any material information
                    with respect to the plan of distribution not previously
                    disclosed in this registration statement or any material
                    change to such information in this registration statement;
  
  
           provided, however, that paragraphs (i) and (ii) do not apply if the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the
  
                                        II-6
  <PAGE>   10
  
           Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
           incorporated by reference in this registration statement.
  
                             (2) That, for the purpose of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
                    2. The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    3. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-7
  <PAGE>   11
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  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 Town of Wellesley, Massachusetts on February 11, 2000.
  
                                   PerkinElmer, Inc.
  
  
                                   By:  /s/ Gregory L. Summe
                                      --------------------------------------------
                                         Gregory L. Summe
                                         President, Chief Executive Officer and
                                         Chairman of the Board
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PerkinElmer, Inc. hereby
  severally constitute Gregory L. Summe, Robert F. Friel, Terrance L. Carlson and
  David E. Redlick, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable PerkinElmer, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to this registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
        Signature                                           Title                                   Date
        ---------                                           -----                                   ----
  <S>                                             <C>                                               <C>
  /s/ Gregory L. Summe                            President, Chief Executive                        February 11, 2000
  ---------------------------------               Officer and Chairman of the Board
  Gregory L. Summe                                of Directors (Principal Executive
                                                  Officer)
  
  
  /s/ Robert F. Friel                             Senior Vice President and Chief                   February 11, 2000
  ---------------------------------               Financial Officer (Principal
  Robert F. Friel                                 Financial Officer)
  
  </TABLE>
  
                                        II-8
  <PAGE>   12
  
  <TABLE>
  <S>                                             <C>                                               <C>
  /s/ Gregory D. Perry                            Corporate Controller (Principal                   February 11, 2000
  ---------------------------------               Accounting Officer)
  Gregory D. Perry
  
  
  
  /s/ Tamara J. Erickson                          Director                                          February 11, 2000
  ---------------------------------
  Tamara J. Erickson
  
  
  /s/ Kent F. Hansen                              Director                                          February 11, 2000
  ----------------------------------
  Kent F. Hansen
  
  
  /s/ John F. Keane                               Director                                          February 11, 2000
  ------------------------------------
  John F. Keane
  
  
  /s/ Nicholas A. Lopardo                         Director                                          February 11, 2000
  ---------------------------------
  Nicholas A. Lopardo
  
  
                                                  Director                                          February 11, 2000
  -----------------------------------
  Greta E. Marshall
  
  
  /s/ Michael C. Ruettgers                        Director                                          February 11, 2000
  ---------------------------------
  Michael C. Ruettgers
  
  
  /s/ Gabriel Schmergel                           Director                                          February 11, 2000
  ---------------------------------
  Gabriel Schmergel
  
  
                                                  Director                                          February  11, 2000
  ------------------------------
  John Larkin Thompson
  
  
                                                  Director                                          February 11, 2000
  -----------------------------------
  G. Robert Tod
  </TABLE>
  
                                        II-9
  <PAGE>   13
  
                                    EXHIBIT INDEX
  <TABLE>
  <CAPTION>
   Exhibit
   Number                             Description
   ------                             -----------
  <S>               <C>
     4.1            Restated Articles of Organization of the Registrant filed with the Securities and Exchange
                    Commission on March 30, 1999 as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K and
                    incorporated herein by reference.
  
     4.2            Articles of Amendment to Restated Articles of Organization of the Registrant filed with the
                    Securities and Exchange Commission on November 5, 1999 as Exhibit 3 to the Registrant's Current
                    Report on Form 8-K and incorporated herein by reference.
  
     4.3            Bylaws of the Registrant filed with the Securities and Exchange Commission on March 24,
                    1998 as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K and incorporated herein
                    by reference.
  
     4.4            The Rights Agreement dated as of January 25, 1995 between the Registrant and the First
                    National Bank of Boston filed with the Securities and Exchange Commission on January 27,
                    1995 as Exhibit 4.1 to the Registrant's Current Report on Form 8-K and incorporated herein
                    by reference.
  
     4.5            Specimen Certificate of Common Stock, $1.00 par value per share, of the Registrant filed with
                    the Securities and Exchange Commission on November 5, 1999 as Exhibit 4 to the Registrant's
                    Current Report on Form 8-K and incorporated herein by reference.
  
    #5.1            Opinion of Hale and Dorr LLP.
  
   #10.1            Vivid Technologies, Inc. 1989 Combination Stock Option Plan, as amended.
  
   #10.2            Vivid Technologies, Inc. 1996 Equity Incentive Plan.
  
   #10.3            Vivid Technologies, Inc. 1996 Nonemployee Director Stock Option Plan.
  
   #10.4            Vivid Technologies, Inc. 1999 Equity Incentive Plan.
  
   #23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
   #23.2            Consent of Arthur Andersen LLP, Boston, MA.
  </TABLE>
  
                                       II-10
  <PAGE>   14
  
  <TABLE>
  <S>               <C>
   #23.3            Consent of Arthur Andersen LLP, San Jose, CA.
  
   #23.4            Consent of PricewaterhouseCoopers LLP, Dallas, TX.
  
   #23.5            Consent of PricewaterhouseCoopers LLP, Stamford, CT.
  
   #24.1            Power of Attorney (included on pages II-8 and II-9 of this Registration statement).
  </TABLE>
  
  ---------------
  # Filed herewith
  
                                       II-11
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PERKINELMER, INC.", "secsgml_size_bytes": 30317}]
metadata_filer: {"company-data": {"conformed-name": "PERKINELMER INC", "cik": "0000031791", "assigned-sic": "8711", "irs-number": "042052042", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30150", "film-number": "534671"}, "business-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02481", "phone": "7812375100"}, "mail-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02481"}, "former-company": [{"former-conformed-name": "EG&G INC", "date-changed": "19920703"}, {"former-conformed-name": "EDGERTON GERMESHAUSEN & GRIER INC", "date-changed": "19670626"}]}
text: 1
  
      As filed with the Securities and Exchange Commission on February 11, 2000
  
                                                        Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  PERKINELMER, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
           MASSACHUSETTS                                 04-2052042
  (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                    Identification Number)
  
  45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS               02481
    (Address of Principal Executive Offices)              (Zip Code)
  
             VIVID TECHNOLOGIES, INC. 1989 COMBINATION STOCK OPTION PLAN
                 VIVID TECHNOLOGIES, INC. 1996 EQUITY INCENTIVE PLAN
        VIVID TECHNOLOGIES, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                 VIVID TECHNOLOGIES, INC. 1999 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                 TERRANCE L. CARLSON
                              SENIOR VICE PRESIDENT AND
                                   GENERAL COUNSEL
                                  PERKINELMER, INC.
                                  45 WILLIAM STREET
                           WELLESLEY, MASSACHUSETTS 02481
                       (Name and Address of Agent for Service)
  
                                   (781) 237-5100
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED                  PROPOSED
                  TITLE OF                                             MAXIMUM                   MAXIMUM
                 SECURITIES                         AMOUNT             OFFERING                 AGGREGATE              AMOUNT OF
                    TO BE                      TO BE REGISTERED         PRICE                   OFFERING              REGISTRATION
                 REGISTERED                                           PER SHARE ($)             PRICE ($)                 FEE ($)
                 ----------                    ----------------      -------------             ---------                 -------
  Vivid Technologies, Inc. 1989                          38,324         22.6968 (3)             869,832.16                229.64
  Combination Stock Option Plan, as
  amended (1)(2)
  2
  PROPOSED                  PROPOSED
                  TITLE OF                                             MAXIMUM                   MAXIMUM
                 SECURITIES                         AMOUNT             OFFERING                 AGGREGATE              AMOUNT OF
                    TO BE                      TO BE REGISTERED         PRICE                   OFFERING              REGISTRATION
                 REGISTERED                                           PER SHARE ($)             PRICE ($)                 FEE ($)
                 ----------                    ----------------      -------------             ---------                 -------
  Vivid Technologies, Inc. 1996 Equity                    83,967         39.8230 (3)           3,343,817.84                882.77
  Incentive Plan (1)(2)                                   29,663         51.8125 (4)           1,536,914.19                405.75
  
  Vivid Technologies, Inc. 1996                            7,256         57.3671 (3)             416,255.68                109.89
  Nonemployee Director Stock Option Plan                  12,904         51.8125 (4)              68,588.50                176.51
  (1)(2)
  
  Vivid Technologies, Inc. 1999 Equity                    18,942         19.4892 (3)             369,164.53                 97.46
  Incentive Plan (1)(2)                                   29,356         51.8125 (4)           1,521,007.75                401.55
  
           Total for all plans:                          220,412            --                 8,725,580.55              2,303.55
  (1)      The Registrant is registering shares of its common stock, $1.00 par
           value per share, which are issuable in accordance with the terms of
           this plan.
  
  (2)      Pursuant to Agreement and Plan of Merger, dated as of October 4, 1999,
           among PerkinElmer, Inc., Venice Acquisition Corp. and Vivid
           Technologies, Inc., the Registrant has assumed the Vivid Technologies,
           Inc. 1989 Combination Stock Option Plan, as amended, Vivid
           Technologies, Inc. 1996 Equity Incentive Plan, Vivid Technologies, Inc.
           1996 Nonemployee Director Stock Option Plan and Vivid Technologies,
           Inc. 1999 Equity Incentive Plan under which certain options are
           outstanding and certain additional options may be granted to purchase
           common stock, $1.00 par value per share, of PerkinElmer, Inc.
  
  (3)      These shares under this plan are issuable upon the exercise of
           currently outstanding options with fixed exercise prices. Pursuant to
           Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
           price and the fee have been computed based on the weighted average per
           share exercise price at which the outstanding options under this plan
           may be exercised.
  
  (4)      Price estimated solely for the purpose of calculating the registration
           fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
           and based on the average of the high and the low prices of the
           Registrant's common stock on February 3, 2000, as listed on the New
           York Stock Exchange.
  
                                  EXPLANATORY NOTE
  
           This registration statement has been prepared in accordance with the
  requirements of Form S-8 and relates to the Registrant's common stock being
  offered pursuant to the (1) Vivid Technologies, Inc. 1989 Combination Stock
  Option Plan, (2) Vivid Technologies, Inc. 1996 Equity Incentive Plan, (3) Vivid
  Technologies, Inc. 1996 Nonemployee Director Stock Option Plan, and (4) Vivid
  Technologies, Inc. 1999 Equity Incentive Plan.
  3
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act"), the information required by Part I is included in
  documents which will be sent or given to participants in the (1) Vivid
  Technologies, Inc. 1989 Combination Stock Option Plan, (2) Vivid Technologies,
  Inc. 1996 Equity Incentive Plan, (3) Vivid Technologies, Inc. 1996 Nonemployee
  Director Incentive Plan, and (4) Vivid Technologies, Inc. 1999 Equity Incentive
  Plan.
  4
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
           filed pursuant to Rule 424(b) under the Securities Act that contains
           audited financial statements for the Registrant's latest fiscal year
           for which such statements have been filed.
  
                    (2) All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered by the
           document referred to in (1) above.
  
                    (3) The description of the common stock of the Registrant,
           $1.00 par value per share (the "Common Stock"), contained in a
           registration statement filed under the Exchange Act, including any
           amendment or report filed for the purpose of updating such description.
  
                    All documents subsequently filed by the registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this registration statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this registration statement.
  5
  
           ITEM 4.  DESCRIPTION OF SECURITIES
  
                    Not Applicable
  
                                        II-2
  6
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    Section 67, Chapter 156B of the General Laws of the
  Commonwealth of Massachusetts, as amended (the "Massachusetts Business
  Corporation Law"), and
  
                                        II-3
  7
  
  Article V, Section 9 of the Registrant's Bylaws, to which reference is hereby
  made, contain provisions authorizing indemnification by the Registrant of
  directors, officers, employees or agents against certain liabilities and
  expenses, which they may incur as directors, officers, employees or agents of
  the Registrant or of certain other entities. Section 67, Chapter 156B of the
  Massachusetts Business Corporation Law provides that the indemnification of
  directors, officers, employees and agents of a corporation and persons who serve
  at the corporation's request as directors, officers, employees and other agents
  of another organization may be provided to whatever extent as shall be specified
  by (i) the articles of organization of the corporation or (ii) a bylaw adopted
  by the stockholders or (iii) a vote adopted by the holders of a majority of the
  shares of stock entitled to vote on the election of directors. Unless otherwise
  provided in the articles of organization or the bylaws, the indemnification of
  any persons described above who are not directors of the corporation may be
  provided by the corporation to the extent authorized by the directors. Such
  indemnification may include payment by the corporation of expenses incurred in
  defending a civil or criminal action or proceeding prior to the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  indemnified person to repay such payment if he shall be adjudicated to be not
  entitled to indemnification under Section 67, Chapter 156B of the Massachusetts
  Business Corporation Law. Any indemnification may be provided although the
  person to be indemnified is no longer an officer, director, employee or agent of
  the corporation or of such other organization. Indemnification may not be
  provided for any person with respect to any matter as to which that person shall
  have been adjudicated in any proceeding to not have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation.
  
           Section 65, Chapter 156B of the Massachusetts Business Corporation Law
  provides a limitation on the imposition of liability under other sections of the
  Massachusetts Business Corporation Law. Under this Section, a director, officer
  or incorporator of a corporation is to perform his duties in good faith and in a
  manner he reasonably believes to be in the best interests of the corporation and
  with such care as an ordinarily prudent person in a like position would use
  under similar circumstances. Such director, officer or incorporator is entitled
  to rely on information, opinions, reports or records, including financial
  statements, books of accounts and other financial records, which are prepared by
  or presented by or under the supervision of (i) one or more officers or
  employees of the corporation whom the director, officer or incorporator
  reasonably believes to be reliable and competent in the matters presented, or
  (ii) counsel, public accountants or other persons as to matters that the
  director, officer or incorporator reasonably believes to be within such a
  person's professional expert competence, or (iii) in the case of a director, a
  duly constituted committee of the Board of Directors upon which he does not
  serve, as to matters within its delegated authority, which committee the
  director reasonably believes to merit confidence. If a director, officer or
  incorporator performs his duties in the manner that is set forth above, that
  fact shall be an absolute defense to any claim asserted against him except as
  expressly provided by statute.
  
                                        II-4
  8
  
           Section 13, Chapter 156B of the Massachusetts Business Corporation Law
  provides that the articles of organization of a corporation may contain a
  provision eliminating or limiting the personal liability of a director to the
  corporation or its stockholders for monetary damages for breach of a fiduciary
  duty as a director notwithstanding any provision of law imposing such liability;
  provided, however, that such provision shall not eliminate or limit the
  liability of a director (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Sections 61 or 62, Chapter 156B of the Massachusetts Business
  Corporation Law, or (iv) for any transaction from which the director derived an
  improper personal benefit. Article Six of the Restated Articles of Organization
  of the Registrant contains a provision consistent with Section 13, Chapter 156B
  of the Massachusetts Business Corporation Law and provides that to the fullest
  extent permitted by the Massachusetts Business Corporation Law, a director of
  the Registrant shall not be personally liable to the Registrant or its
  stockholder for monetary damages for breach of fiduciary duty as a director,
  notwithstanding any provision of law imposing such liability.
  
           Section 9 of Article V of the Bylaws of the Registrant contains
  provisions relating to the indemnification of directors and officers of the
  Registrant, which are consistent with Section 67, Chapter 156B of the
  Massachusetts Business Corporation Law. This Section provides that no
  indemnification will be provided to any person who was or is a director or
  officer with respect to any matter as to which such person shall have been
  finally adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation;
  nor shall indemnification be provided where the corporation is required or has
  undertaken to submit to a court the question of whether or not indemnification
  by it is against public policy and it has been finally determined that such
  indemnification is against public policy; provided, however, that, prior to such
  final adjudication, the corporation may compromise and settle any such claims
  and liabilities and pay such expenses, if such settlement or payment, or both,
  appears, in the judgment of a majority of those members of the Board of
  Directors who are not directly involved in such matters, to be for the best
  interest of the corporation as evidenced by a resolution to that effect adopted
  after receipt by the corporation of a written opinion of counsel for the
  corporation that, based upon the facts available to such counsel such person has
  not acted in a manner that would prohibit indemnification.
  
           Section 67, Chapter 156B of the Massachusetts Business Corporation Law
  also contains provisions authorizing a corporation to obtain insurance on behalf
  of any director, officer, employee or agent of the corporation against
  liabilities, whether or not the corporation would have the power to indemnify
  against such liabilities. The Registrant maintains directors' and officers'
  liability and company reimbursement liability insurance. Subject to certain
  deductibles, such insurance will pay up to $50,000,000 per year on claims or
  errors and omissions against the Registrant's directors and officers and will
  reimburse the Registrant for amounts paid to indemnify directors and officers
  against the costs of such claims pursuant to the Registrant's Bylaws.
  
                                        II-5
  9
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
           ITEM 8.  EXHIBITS
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
           ITEM 9.  UNDERTAKINGS
  
                    1.       The undersigned Registrant hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this registration
           statement:
  
                                      (i) To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;
  
                                      (ii) To reflect in the prospectus any facts
                    or events arising after the effective date of this
                    registration statement (or the most recent post-effective
                    amendment thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set forth in
                    this registration statement. Notwithstanding the foregoing,
                    any increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 20 percent change in
                    the maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and
  
                                      (iii) To include any material information
                    with respect to the plan of distribution not previously
                    disclosed in this registration statement or any material
                    change to such information in this registration statement;
  
           provided, however, that paragraphs (i) and (ii) do not apply if the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the
  
                                        II-6
  10
  
           Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
           incorporated by reference in this registration statement.
  
                             (2) That, for the purpose of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
                    2. The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    3. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-7
  11
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  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 Town of Wellesley, Massachusetts on February 11, 2000.
  
                                   PerkinElmer, Inc.
  
                                   By:  /s/ Gregory L. Summe
                                      --------------------------------------------
                                         Gregory L. Summe
                                         President, Chief Executive Officer and
                                         Chairman of the Board
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PerkinElmer, Inc. hereby
  severally constitute Gregory L. Summe, Robert F. Friel, Terrance L. Carlson and
  David E. Redlick, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable PerkinElmer, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to this registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  Signature                                           Title                                   Date
        ---------                                           -----                                   ----
  /s/ Gregory L. Summe                            President, Chief Executive                        February 11, 2000
  ---------------------------------               Officer and Chairman of the Board
  Gregory L. Summe                                of Directors (Principal Executive
                                                  Officer)
  
  /s/ Robert F. Friel                             Senior Vice President and Chief                   February 11, 2000
  ---------------------------------               Financial Officer (Principal
  Robert F. Friel                                 Financial Officer)
  II-8
  12
  /s/ Gregory D. Perry                            Corporate Controller (Principal                   February 11, 2000
  ---------------------------------               Accounting Officer)
  Gregory D. Perry
  
  /s/ Tamara J. Erickson                          Director                                          February 11, 2000
  ---------------------------------
  Tamara J. Erickson
  
  /s/ Kent F. Hansen                              Director                                          February 11, 2000
  ----------------------------------
  Kent F. Hansen
  
  /s/ John F. Keane                               Director                                          February 11, 2000
  ------------------------------------
  John F. Keane
  
  /s/ Nicholas A. Lopardo                         Director                                          February 11, 2000
  ---------------------------------
  Nicholas A. Lopardo
  
                                                  Director                                          February 11, 2000
  -----------------------------------
  Greta E. Marshall
  
  /s/ Michael C. Ruettgers                        Director                                          February 11, 2000
  ---------------------------------
  Michael C. Ruettgers
  
  /s/ Gabriel Schmergel                           Director                                          February 11, 2000
  ---------------------------------
  Gabriel Schmergel
  
                                                  Director                                          February  11, 2000
  ------------------------------
  John Larkin Thompson
  
                                                  Director                                          February 11, 2000
  -----------------------------------
  G. Robert Tod
  II-9
  13
  
                                    EXHIBIT INDEX
  Exhibit
   Number                             Description
   ------                             -----------
  4.1            Restated Articles of Organization of the Registrant filed with the Securities and Exchange
                    Commission on March 30, 1999 as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K and
                    incorporated herein by reference.
  
     4.2            Articles of Amendment to Restated Articles of Organization of the Registrant filed with the
                    Securities and Exchange Commission on November 5, 1999 as Exhibit 3 to the Registrant's Current
                    Report on Form 8-K and incorporated herein by reference.
  
     4.3            Bylaws of the Registrant filed with the Securities and Exchange Commission on March 24,
                    1998 as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K and incorporated herein
                    by reference.
  
     4.4            The Rights Agreement dated as of January 25, 1995 between the Registrant and the First
                    National Bank of Boston filed with the Securities and Exchange Commission on January 27,
                    1995 as Exhibit 4.1 to the Registrant's Current Report on Form 8-K and incorporated herein
                    by reference.
  
     4.5            Specimen Certificate of Common Stock, $1.00 par value per share, of the Registrant filed with
                    the Securities and Exchange Commission on November 5, 1999 as Exhibit 4 to the Registrant's
                    Current Report on Form 8-K and incorporated herein by reference.
  
    #5.1            Opinion of Hale and Dorr LLP.
  
   #10.1            Vivid Technologies, Inc. 1989 Combination Stock Option Plan, as amended.
  
   #10.2            Vivid Technologies, Inc. 1996 Equity Incentive Plan.
  
   #10.3            Vivid Technologies, Inc. 1996 Nonemployee Director Stock Option Plan.
  
   #10.4            Vivid Technologies, Inc. 1999 Equity Incentive Plan.
  
   #23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
   #23.2            Consent of Arthur Andersen LLP, Boston, MA.
  II-10
  14
  #23.3            Consent of Arthur Andersen LLP, San Jose, CA.
  
   #23.4            Consent of PricewaterhouseCoopers LLP, Dallas, TX.
  
   #23.5            Consent of PricewaterhouseCoopers LLP, Stamford, CT.
  
   #24.1            Power of Attorney (included on pages II-8 and II-9 of this Registration statement).
  ---------------
  # Filed herewith
  
                                       II-11