content: <PAGE>
  
        As filed with the Securities and Exchange Commission on July 11, 2002
  
                                                        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 No.)
  
  45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                   02481
  (Address of Principal Executive Offices)                   (Zip Code)
  
                           PERKINELMER, INC. SAVINGS PLAN
                              (Full Title of the Plan)
  
                                 TERRANCE L. CARLSON
                  SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CLERK
                                  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>
  
  ===================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                          Share                  Price            Registration Fee
  --------------------- ------------------------- ---------------------- ---------------------- ----------------------
  <S>                       <C>                          <C>                <C>                       <C>
  Common Stock, $1.00
  par value per share       2,000,000 shares            $9.51 (2)           $19,020,000 (2)           $1,749.84
  (including the
  associated
  Preferred Stock
  Purchase Rights)(1)
  ===================================================================================================================
  </TABLE>
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the employee
           benefit plan described herein.
  <PAGE>
  
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the New York Stock Exchange on
           July 10, 2002.
  
  
  
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant and the plan covered by this registration statement are
  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 file reports, proxy statements (in the case
  of the registrant) 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:
  
           (a) The registrant's latest annual report and the plan'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 or the plan's latest
  fiscal year for which such statements have been filed.
  
           (b) 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 registrant document
  referred to in (a) above.
  
           (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A 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 and the plan
  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 securities
  offered hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement 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 the
  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.
  
                                       - 1 -
  <PAGE>
  
           ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 67 of 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 by-laws, 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 of 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 by-law 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 by-laws, 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 of 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 of 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
  
                                       - 2 -
  <PAGE>
  
  set forth above, that fact shall be an absolute defense to any claim asserted
  against him except as expressly provided by statute.
  
           Section 13 of 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 of 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, as amended, contains a provision consistent with Section 13
  of 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 by-laws of the Registrant contains
  provisions relating to the indemnification of directors and officers of the
  Registrant, which are consistent with Section 67 of 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 in 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 of 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 director and officer
  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 by-laws.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                       - 3 -
  <PAGE>
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.       ITEM 512(a) OF REGULATION S-K.  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 (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 registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act 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. ITEM 512(b) OF REGULATION S-K. 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
  Section 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. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim
  
                                       - 4 -
  <PAGE>
  
  
  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.
  
  
                                       - 5 -
  <PAGE>
  
  
                                     SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, 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, Commonwealth of Massachusetts on this
  15th day of May, 2002.
  
                                      PERKINELMER, INC.
  
                                      By: /s/ Gregory L. Summe
                                          ----------------------------------------
                                          Gregory L. Summe
                                          Chairman and Chief Executive Officer
  
  
                          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 on our behalf in our
  capacities as officers and directors to enable PerkinElmer, Inc. to comply with
  the provisions of the Securities Act of 1933, as amended, and all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, 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                Chairman and Chief Executive                   May 15, 2002
  ---------------------------
  Gregory L. Summe                      Officer (Principal executive
                                        officer)
  
  
    /s/ Robert F. Friel                 Senior Vice President and Chief                May 15, 2002
  ---------------------------
  Robert F. Friel                       Financial Officer (Principal
                                        financial and accounting officer)
  
  
    /s/ Tamara J. Erickson              Director                                       May 15, 2002
  ---------------------------
  Tamara J. Erickson
  
  
  
    /s/ Nicholas A. Lopardo             Director                                       May 15, 2002
  -------------------------
  Nicholas A. Lopardo
  </TABLE>
  
                                       - 6 -
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  <S>                                   <C>                                            <C>
    /s/ Alexis P. Michas                Director                                       May 15, 2002
  ---------------------------
  Alexis P. Michas
  
  
  
    /s/ Michael C. Ruettgers            Director                                       May 15, 2002
  --------------------------
  Michael C. Ruettgers
  
  
  
    /s/ Vicki L. Sato                   Director                                       May 15, 2002
  ---------------------------
  Vicki L. Sato
  
  
  
    /s/ Gabriel Schmergel               Director                                       May 15, 2002
  ---------------------------
  Gabriel Schmergel
  
  
  
    /s/ Kenton J. Sicchitano            Director                                       May 15, 2002
  --------------------------
  Kenton J. Sicchitano
  
  
  
    /s/ G. Robert Tod                   Director                                       May 15, 2002
  ---------------------------
  G. Robert Tod
  </TABLE>
  
  
                                     SIGNATURES
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the trustees (or other persons who administer the employee benefit plan) have
  duly caused this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth
  of Massachusetts on this 15th day of May, 2002.
  
                                        PERKINELMER, INC. SAVINGS PLAN
  
                                        By: /s/ Terrance L. Carlson, Senior V.P.
                                            --------------------------------------
                                            (Signature and Title)
  
  
                                       - 7 -
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER         DESCRIPTION
  ------         -----------
  
   4.1(1)        Restated Articles of Organization of the Registrant
  
   4.2(2)        Amended and Restated By-Laws of the Registrant
  
   4.3(3)        Amended and Restated Rights Agreement, dated as of January 30,
                 2001, between the Registrant and Mellon Investor Services LLC, as
                 Rights Agent
  
  23.1           Notice Regarding Consent of Arthur Andersen LLP
  
  24.1           Power of attorney (included on the signature pages of this
                 registration statement)
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
           period ended July 1, 2001 (File No. 001-05075) and incorporated herein
           by reference.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
           year ended January 2, 2000 (File No. 001-05075) and incorporated herein
           by reference.
  
  (3)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 2000 (File No. 001-05075) and incorporated
           herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43627pesv8.txt", "description": "PERKINELMER, INC.", "secsgml_size_bytes": 24704}]
metadata_filer: {"company-data": {"conformed-name": "PERKINELMER INC", "cik": "0000031791", "assigned-sic": "3826", "irs-number": "042052042", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92228", "film-number": "02700830"}, "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": "EDGERTON GERMESHAUSEN & GRIER INC", "date-changed": "19670626"}, {"former-conformed-name": "EG&G INC", "date-changed": "19920703"}]}
text: As filed with the Securities and Exchange Commission on July 11, 2002
  
                                                        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 No.)
  
  45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                   02481
  (Address of Principal Executive Offices)                   (Zip Code)
  
                           PERKINELMER, INC. SAVINGS PLAN
                              (Full Title of the Plan)
  
                                 TERRANCE L. CARLSON
                  SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CLERK
                                  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
  ===================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                          Share                  Price            Registration Fee
  --------------------- ------------------------- ---------------------- ---------------------- ----------------------
  Common Stock, $1.00
  par value per share       2,000,000 shares            $9.51 (2)           $19,020,000 (2)           $1,749.84
  (including the
  associated
  Preferred Stock
  Purchase Rights)(1)
  ===================================================================================================================
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the employee
           benefit plan described herein.
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the New York Stock Exchange on
           July 10, 2002.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant and the plan covered by this registration statement are
  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 file reports, proxy statements (in the case
  of the registrant) 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:
  
           (a) The registrant's latest annual report and the plan'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 or the plan's latest
  fiscal year for which such statements have been filed.
  
           (b) 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 registrant document
  referred to in (a) above.
  
           (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A 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 and the plan
  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 securities
  offered hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement 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 the
  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.
  
                                       - 1 -
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 67 of 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 by-laws, 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 of 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 by-law 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 by-laws, 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 of 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 of 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
  
                                       - 2 -
  set forth above, that fact shall be an absolute defense to any claim asserted
  against him except as expressly provided by statute.
  
           Section 13 of 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 of 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, as amended, contains a provision consistent with Section 13
  of 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 by-laws of the Registrant contains
  provisions relating to the indemnification of directors and officers of the
  Registrant, which are consistent with Section 67 of 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 in 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 of 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 director and officer
  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 by-laws.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                       - 3 -
  ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.       ITEM 512(a) OF REGULATION S-K.  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 (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 registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act 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. ITEM 512(b) OF REGULATION S-K. 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
  Section 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. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim
  
                                       - 4 -
  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.
  
                                       - 5 -
  SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, 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, Commonwealth of Massachusetts on this
  15th day of May, 2002.
  
                                      PERKINELMER, INC.
  
                                      By: /s/ Gregory L. Summe
                                          ----------------------------------------
                                          Gregory L. Summe
                                          Chairman and Chief Executive Officer
  
                          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 on our behalf in our
  capacities as officers and directors to enable PerkinElmer, Inc. to comply with
  the provisions of the Securities Act of 1933, as amended, and all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, 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                Chairman and Chief Executive                   May 15, 2002
  ---------------------------
  Gregory L. Summe                      Officer (Principal executive
                                        officer)
  
    /s/ Robert F. Friel                 Senior Vice President and Chief                May 15, 2002
  ---------------------------
  Robert F. Friel                       Financial Officer (Principal
                                        financial and accounting officer)
  
    /s/ Tamara J. Erickson              Director                                       May 15, 2002
  ---------------------------
  Tamara J. Erickson
  
    /s/ Nicholas A. Lopardo             Director                                       May 15, 2002
  -------------------------
  Nicholas A. Lopardo
  - 6 -
  /s/ Alexis P. Michas                Director                                       May 15, 2002
  ---------------------------
  Alexis P. Michas
  
    /s/ Michael C. Ruettgers            Director                                       May 15, 2002
  --------------------------
  Michael C. Ruettgers
  
    /s/ Vicki L. Sato                   Director                                       May 15, 2002
  ---------------------------
  Vicki L. Sato
  
    /s/ Gabriel Schmergel               Director                                       May 15, 2002
  ---------------------------
  Gabriel Schmergel
  
    /s/ Kenton J. Sicchitano            Director                                       May 15, 2002
  --------------------------
  Kenton J. Sicchitano
  
    /s/ G. Robert Tod                   Director                                       May 15, 2002
  ---------------------------
  G. Robert Tod
  SIGNATURES
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the trustees (or other persons who administer the employee benefit plan) have
  duly caused this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth
  of Massachusetts on this 15th day of May, 2002.
  
                                        PERKINELMER, INC. SAVINGS PLAN
  
                                        By: /s/ Terrance L. Carlson, Senior V.P.
                                            --------------------------------------
                                            (Signature and Title)
  
                                       - 7 -
  INDEX TO EXHIBITS
  
  NUMBER         DESCRIPTION
  ------         -----------
  
   4.1(1)        Restated Articles of Organization of the Registrant
  
   4.2(2)        Amended and Restated By-Laws of the Registrant
  
   4.3(3)        Amended and Restated Rights Agreement, dated as of January 30,
                 2001, between the Registrant and Mellon Investor Services LLC, as
                 Rights Agent
  
  23.1           Notice Regarding Consent of Arthur Andersen LLP
  
  24.1           Power of attorney (included on the signature pages of this
                 registration statement)
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
           period ended July 1, 2001 (File No. 001-05075) and incorporated herein
           by reference.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
           year ended January 2, 2000 (File No. 001-05075) and incorporated herein
           by reference.
  
  (3)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 2000 (File No. 001-05075) and incorporated
           herein by reference.