content: <PAGE>   1
                                                             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)
  
  
                                 2001 INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                 TERRANCE L. CARLSON
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  PERKINELMER, INC.
                                  45 WILLIAM STREET
                                 WELLESLEY, MA 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         PRICE          OFFERING       REGISTRATION
           REGISTERED           REGISTERED     PER SHARE        PRICE             FEE
  ----------------------------------------------------------------------------------------
  
  <S>                           <C>             <C>         <C>                  <C>
  Common Stock, $1.00 par       4,400,000       $67.70(1)   $297,880,000(1)      $74,470
  value (including preferred     shares
  stock purchase rights
  attached thereto)
  ----------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock as
       reported on the New York Stock Exchange on May 30, 2001 in accordance with
       Rules 457(c) and 457(h) under the Securities Act of 1933.
  
                              ------------------------
  
  <PAGE>   2
       PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS UNDER THE SECURITIES ACT
  OF 1933, THE PROSPECTUS WHICH IS A PART OF THIS REGISTRATION STATEMENT MAY ALSO
  BE USED IN CONNECTION WITH THE ISSUANCE OF UP TO AN ADDITIONAL 3,391,499 SHARES
  WHICH HAVE BEEN REGISTERED PURSUANT TO REGISTRANT'S REGISTRATION STATEMENT NO.
  333-81759 AND MAY BE ISSUED PURSUANT TO THE 2001 INCENTIVE PLAN.
  
  <PAGE>   3
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 2001 Incentive Plan pursuant to Rule
  428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents, which are on file with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
       (1)  the Registrant's Current Report on Form 8-K filed with the Commission
            on August 1, 2000;
  
       (2)  the Registrant's latest annual report filed pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended (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;
  
       (3)  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 (2) above;
  
       (4)  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; and
  
       (5)  the description of the preferred stock purchase rights of the
            Registrant, which is contained in the Registrant's Registration
            Statement on Form 8-A (File No. 1-05075) filed with the Commission on
            February 9, 1995, as amended by Amendment No. 1 to Form 8-A (File No.
            1-05075) filed with the Commission on February 9, 1995, as this
            description may be further amended from time to time.
  
       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.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
  <PAGE>   4
       Not applicable.
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  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
  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
  
  <PAGE>   5
  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.
  
       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.
  
  <PAGE>   6
  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 the 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 the Registration
                       Statement; and
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(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 Registrant pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 that are incorporated by reference in the
       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
  
  <PAGE>   7
  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.
  
  <PAGE>   8
                                     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 May 17, 2001.
  
  
                                           PERKINELMER, INC.
  
  
  
                                           By: /s/ Gregory L. Summe
                                               ----------------------------------
                                               Gregory L. Summe
                                               President, Chief Executive Officer
                                               and Chairman of the Board
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of PerkinElmer, Inc. hereby
  severally constitute and appoint Gregory L. Summe, Robert F. Friel and Terrance
  L. Carlson, 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 said 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          May 17, 2001
  ------------------------    Officer, and Chairman of the
  Gregory L. Summe            Board of Directors (Principal
                              Executive Officer)
  
  /s/ Robert F. Friel         Senior Vice President and Chief     May 17, 2001
  ------------------------    Financial Officer (Principal
  Robert F. Friel             Financial Officer and Principal
                              Accounting Officer)
  
  /s/ Tamara J. Erickson      Director                            May 17, 2001
  ------------------------
  Tamara J. Erickson
  
  /s/ Kent F. Hansen          Director                            May 17, 2001
  ------------------------
  Kent F. Hansen
  
  /s/ John F. Keane           Director                            May 17, 2001
  ------------------------
  John F. Keane
  
  /s/ Nicholas A. Lopardo     Director                            May 17, 2001
  ------------------------
  Nicholas A. Lopardo
  
  <PAGE>   9
  
  /s/ Greta E. Marshall       Director                            May 17, 2001
  ------------------------
  Greta E. Marshall
  
  /s/ Michael C. Ruettgers    Director                            May 17, 2001
  ------------------------
  Michael C. Ruettgers
  
  /a/ Gabriel Schmergel       Director                            May 17, 2001
  ------------------------
  Gabriel Schmergel
  
  /s/ Kenton J. Sicchitano    Director                            May 17, 2001
  ------------------------
  Kenton J. Sicchitano
  
  /s/ G. Robert Tod           Director                            May 17, 2001
  ------------------------
  G. Robert Tod
  
  
  
  <PAGE>   10
                                    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 the Company's Restated Articles of
                 Organization were 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           Articles of Amendment to the Company's Restated Articles of
                 Organization were filed with the Securities and Exchange
                 Commission on May 14, 2001 as Exhibit 3 to the Registrant's
                 Current Report on Form 8-K and incorporated herein by reference.
  
   4.4           Amended and Restated By-laws of the Registrant filed with the
                 Securities and Exchange Commission on March 28, 2000 as Exhibit
                 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended January 2, 2000 and incorporated herein by reference.
  
   4.5           Amended and Restated Rights Agreement dated as of January 30,
                 2001 between the Registrant and Mellon Investor Services LLC, as
                 Rights Agent, filed with the Securities and Exchange Commission
                 on March 26, 2001 as Exhibit 4.5 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended December 31, 2000
                 and incorporated herein by reference.
  
   4.6           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.
  
  23.1           Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2           Consent of Arthur Andersen LLP.
  
  23.3           Consent of Ernst & Young LLP.
  
  23.4           Consent of PricewaterhouseCoopers LLP.
  
  24.1           Power of Attorney (included in the signature page of this
                 Registration Statement).
  
  99.1           2001 Incentive Plan of the Registrant filed with the Securities
                 and Exchange Commission on March 12, 2001 as Appendix B to the
                 Registrant's Definitive Proxy Statement on Schedule 14A and
                 incorporated herein by reference.
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text: 1
                                                             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)
  
                                 2001 INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                 TERRANCE L. CARLSON
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  PERKINELMER, INC.
                                  45 WILLIAM STREET
                                 WELLESLEY, MA 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         PRICE          OFFERING       REGISTRATION
           REGISTERED           REGISTERED     PER SHARE        PRICE             FEE
  ----------------------------------------------------------------------------------------
  Common Stock, $1.00 par       4,400,000       $67.70(1)   $297,880,000(1)      $74,470
  value (including preferred     shares
  stock purchase rights
  attached thereto)
  ----------------------------------------------------------------------------------------
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock as
       reported on the New York Stock Exchange on May 30, 2001 in accordance with
       Rules 457(c) and 457(h) under the Securities Act of 1933.
  
                              ------------------------
  2
       PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS UNDER THE SECURITIES ACT
  OF 1933, THE PROSPECTUS WHICH IS A PART OF THIS REGISTRATION STATEMENT MAY ALSO
  BE USED IN CONNECTION WITH THE ISSUANCE OF UP TO AN ADDITIONAL 3,391,499 SHARES
  WHICH HAVE BEEN REGISTERED PURSUANT TO REGISTRANT'S REGISTRATION STATEMENT NO.
  333-81759 AND MAY BE ISSUED PURSUANT TO THE 2001 INCENTIVE PLAN.
  3
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 2001 Incentive Plan pursuant to Rule
  428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents, which are on file with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
       (1)  the Registrant's Current Report on Form 8-K filed with the Commission
            on August 1, 2000;
  
       (2)  the Registrant's latest annual report filed pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended (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;
  
       (3)  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 (2) above;
  
       (4)  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; and
  
       (5)  the description of the preferred stock purchase rights of the
            Registrant, which is contained in the Registrant's Registration
            Statement on Form 8-A (File No. 1-05075) filed with the Commission on
            February 9, 1995, as amended by Amendment No. 1 to Form 8-A (File No.
            1-05075) filed with the Commission on February 9, 1995, as this
            description may be further amended from time to time.
  
       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.
  
  Item 4. DESCRIPTION OF SECURITIES.
  4
       Not applicable.
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  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
  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
  5
  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.
  
       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.
  6
  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 the 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 the Registration
                       Statement; and
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(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 Registrant pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 that are incorporated by reference in the
       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
  7
  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.
  8
                                     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 May 17, 2001.
  
                                           PERKINELMER, INC.
  
                                           By: /s/ Gregory L. Summe
                                               ----------------------------------
                                               Gregory L. Summe
                                               President, Chief Executive Officer
                                               and Chairman of the Board
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of PerkinElmer, Inc. hereby
  severally constitute and appoint Gregory L. Summe, Robert F. Friel and Terrance
  L. Carlson, 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 said 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          May 17, 2001
  ------------------------    Officer, and Chairman of the
  Gregory L. Summe            Board of Directors (Principal
                              Executive Officer)
  
  /s/ Robert F. Friel         Senior Vice President and Chief     May 17, 2001
  ------------------------    Financial Officer (Principal
  Robert F. Friel             Financial Officer and Principal
                              Accounting Officer)
  
  /s/ Tamara J. Erickson      Director                            May 17, 2001
  ------------------------
  Tamara J. Erickson
  
  /s/ Kent F. Hansen          Director                            May 17, 2001
  ------------------------
  Kent F. Hansen
  
  /s/ John F. Keane           Director                            May 17, 2001
  ------------------------
  John F. Keane
  
  /s/ Nicholas A. Lopardo     Director                            May 17, 2001
  ------------------------
  Nicholas A. Lopardo
  9
  
  /s/ Greta E. Marshall       Director                            May 17, 2001
  ------------------------
  Greta E. Marshall
  
  /s/ Michael C. Ruettgers    Director                            May 17, 2001
  ------------------------
  Michael C. Ruettgers
  
  /a/ Gabriel Schmergel       Director                            May 17, 2001
  ------------------------
  Gabriel Schmergel
  
  /s/ Kenton J. Sicchitano    Director                            May 17, 2001
  ------------------------
  Kenton J. Sicchitano
  
  /s/ G. Robert Tod           Director                            May 17, 2001
  ------------------------
  G. Robert Tod
  10
                                    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 the Company's Restated Articles of
                 Organization were 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           Articles of Amendment to the Company's Restated Articles of
                 Organization were filed with the Securities and Exchange
                 Commission on May 14, 2001 as Exhibit 3 to the Registrant's
                 Current Report on Form 8-K and incorporated herein by reference.
  
   4.4           Amended and Restated By-laws of the Registrant filed with the
                 Securities and Exchange Commission on March 28, 2000 as Exhibit
                 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended January 2, 2000 and incorporated herein by reference.
  
   4.5           Amended and Restated Rights Agreement dated as of January 30,
                 2001 between the Registrant and Mellon Investor Services LLC, as
                 Rights Agent, filed with the Securities and Exchange Commission
                 on March 26, 2001 as Exhibit 4.5 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended December 31, 2000
                 and incorporated herein by reference.
  
   4.6           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.
  
  23.1           Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2           Consent of Arthur Andersen LLP.
  
  23.3           Consent of Ernst & Young LLP.
  
  23.4           Consent of PricewaterhouseCoopers LLP.
  
  24.1           Power of Attorney (included in the signature page of this
                 Registration Statement).
  
  99.1           2001 Incentive Plan of the Registrant filed with the Securities
                 and Exchange Commission on March 12, 2001 as Appendix B to the
                 Registrant's Definitive Proxy Statement on Schedule 14A and
                 incorporated herein by reference.