Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 4, 2024

Registration No. 333-  

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Revvity, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Massachusetts		04-2052042
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
77 4th Avenue, Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

2008 Deferred Compensation Plan, as amended

(Full Title of the Plan)

Joel S. Goldberg

Senior Vice President, Administration, General Counsel and Secretary

77 4th Avenue,

Waltham, Massachusetts 02451

(Name and Address of Agent For Service)

[phone]

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2008 Deferred Compensation Plan, as amended, of Revvity, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective.

Accordingly, this Registration Statement incorporates by reference the contents of:

 

•

the Registration Statement on Form S-8, File No. 333-263860, filed with the Securities and Exchange Commission (the “Commission”) on March 25, 2022, by the Registrant, relating to the Registrant’s 2008 Deferred Compensation Plan, except for Item 8, Exhibits.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.		Exhibits.

The following exhibits are incorporated herein by reference:

EXHIBIT INDEX

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Form

File Number

Date of Filing

Exhibit Number

Filed Herewith

4.1

Restated Articles of Organization, as amended, of the Registrant

10-Q

001-05075

November 6, 2024

3.1

4.2

Amended and Restated By-laws of the Registrant

10-Q

001-05075

May 12, 2023

3.2

5.1

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

X

23.1

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

X

23.2

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

X

24.1

Power of attorney (included on the signature pages of this registration statement)

X

99.1

2008 Deferred Compensation Plan

8-K

001-05075

December 12, 2008

10.1

99.2

First Amendment to 2008 Deferred Compensation Plan

10-K

001-05075

March 1, 2011

10.9

99.3

Second Amendment to 2008 Deferred Compensation Plan

10-Q

001-05075

May 10, 2022

10.1

99.4

Third Amendment to 2008 Deferred Compensation Plan

X

107

Filing Fee Table

X

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SIGNATURES

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 City of Waltham, Commonwealth of Massachusetts, on this 4th day of December, 2024.

 

REVVITY, INC.
By:		/s/ Prahlad Singh, PhD
		Prahlad Singh, PhD
		President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Revvity, Inc., hereby severally constitute and appoint Prahlad Singh and Joel S. Goldberg, 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 Revvity, 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/ Prahlad Singh, PhD Prahlad Singh, PhD		President and Chief Executive Officer and Director (Principal Executive Officer)		December 4, 2024
/s/ Maxwell Krakowiak Maxwell Krakowiak		Sr. Vice President and Chief Financial Officer (Principal Financial Officer)		December 4, 2024
/s/ Anita Gonzales Anita Gonzales		Vice President and Controller (Principal Accounting Officer)		December 4, 2024
/s/ Peter Barrett, PhD Peter Barrett, PhD		Director		December 4, 2024
/s/ Samuel R. Chapin Samuel R. Chapin		Director		December 4, 2024
/s/ Michael A. Klobuchar Michael A. Klobuchar		Director		December 4, 2024
/s/ Michelle McMurry-Heath, MD PhD Michelle McMurry-Heath, MD PhD		Director		December 4, 2024
/s/ Alexis P. Michas Alexis P. Michas		Director		December 4, 2024

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Signature		Title		Date
/s/ Sophie V. Vandebroek, PhD Sophie V. Vandebroek, PhD		Director		December 4, 2024
/s/ Michel Vounatsos Michel Vounatsos		Director		December 4, 2024
/s/ Frank Witney, PhD Frank Witney, PhD		Director		December 4, 2024
/s/ Pascale Witz Pascale Witz		Director		December 4, 2024

 

Exhibit 5.1

 

 

December 4, 2024

Revvity, Inc.

77 4th Avenue

Waltham, Massachusetts 02451

 

Re:	Registration Statement on Form S-8: 2008 Deferred Compensation Plan, as amended

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of $30,000,000 of deferred compensation obligations (the “Obligations”), which will represent unsecured obligations of Revvity, Inc., a Massachusetts corporation (the “Company”), in accordance with the terms of the Company’s 2008 Deferred Compensation Plan, as amended (the “Plan”).

We have examined the Articles of Organization and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and shareholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Obligations in accordance with the Plan, to register and qualify the Obligations for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance, fraudulent transfer or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing and (iii) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the Obligations, the Plan or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court.

 

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Revvity, Inc.

December 4, 2024

Page 2

 

We also express no opinion herein as to any provision of the Obligations or the Plan (i) that may be deemed to or construed to waive any right, defense or counterclaim of the Company, (ii) relating to the effect of invalidity or unenforceability of any provision of the Plan on the validity or enforceability of any other provision thereof, (iii) that is in violation of public policy, (iv) relating to indemnification and contribution with respect to securities law matters, (v) that provides that the terms of any agreement may not be waived or modified except in writing, (vi) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (vii) limiting a party’s recovery of certain damages or losses, (viii) regarding standards for exercising rights and remedies or (ix) relating to choice of law or consent to jurisdiction.

It is understood that this opinion is to be used only in connection with the offer and sale of the Obligations while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based upon and subject to the foregoing, we are of the opinion that when issued by the Company in the manner provided in the Plan, the Obligations will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

 

/s/ WILMER CUTLER PICKERING HALE AND DORR LLP

WILMER CUTLER PICKERING HALE AND DORR LLP

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2024, relating to the financial statements of Revvity, Inc. and the effectiveness of Revvity, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Revvity, Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

December 4, 2024

Exhibit 99.4

Revvity, Inc.

2008 Deferred Compensation Plan

Third Amendment

WHEREAS, Revvity, Inc., a Massachusetts corporation (the “Company”) maintains the Revvity, Inc. 2008 Deferred Compensation Plan, f/k/a the PerkinElmer, Inc. 2008 Deferred Compensation Plan (the “Plan”), as amended by the First Amendment dated December 17, 2010 (the “First Amendment”) and the Second Amendment dated March 23, 2022 (the “Second Amendment”);

WHEREAS, the Plan was closed to future voluntary contributions effective January 1, 2011 pursuant to the First Amendment;

WHEREAS, following the acquisition of BioLegend, Inc. by the Company in 2021, the Plan was amended pursuant to the Second Amendment to merge the BioLegend Deferred Compensation Plan (the “BioLegend Plan”) with and into the Plan and to allow BioLegend Plan participants to continue voluntary contributions pursuant to their Compensation Deferral Agreements for 2022, and any subsequent periods determined by the Administrator (as defined in the Plan);

WHEREAS, the Company now wishes to permit voluntary contributions by Company employees in a job level of L4 (or its equivalent) and above to make elective deferrals under the Plan for calendar year 2025 and any subsequent periods determined by the Administrator.

NOW, THEREFORE, the Company hereby amends the Plan as follows effective as of January 1, 2025:

 

1.

The last sentence of Section 3.1(a) of the Plan, as amended by the First Amendment and subsequently amended by the Second Amendment, is deleted and replaced with the following text:

Notwithstanding the foregoing, effective for Plan Years beginning on or after January 1, 2011 and ending on December 31, 2024, no Elective Deferrals shall be permitted under the Plan, except as provided in Article 8A with respect to BioLegend Participants. Effective for Plan Years beginning on or after January 1, 2025, Eligible Executives shall again be permitted to make Elective Deferrals under the Plan.

 

2.

Section 2.15 is amended to read as follows:

“Eligible Executive” shall mean an individual who satisfies (a) and (b) below:

 

(a)

The individual is an employee of a Participating Employer in a job level of L4 (or its equivalent) or higher, and

 

(b)

The individual is designated by the Administrator as eligible to participate in this Plan.

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3.

Section 4.1A, as added by the First Amendment and subsequently amended by the Second Amendment, is deleted and replaced with the following text:

Elective Deferrals Suspended; Limited Exception for BioLegend Participants and Eligible Executives. Notwithstanding the foregoing, effective for Plan Years beginning on or after January 1, 2011 and ending on December 31, 2024, no Elective Deferrals shall be permitted under the Plan, except during such period as provided in Article 8A with respect to BioLegend Participants. Effective for Plan Years beginning on or after January 1, 2025, Eligible Executives shall again be permitted to make Elective Deferrals under the Plan.

 

4.

The last sentence of Section 5.4(c), as added by the Second Amendment, is deleted and replaced with the following text:

From and after January 1, 2025, no Participant, including, for the avoidance of doubt, any BioLegend Participant, who has not already elected to participate in the Company Stock Fund shall be eligible to elect the Company Stock Fund as a Measurement Fund or to otherwise participate in the Company Stock Fund.

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be adopted on this 4th day of December, 2024.

 

REVVITY, INC.
/s/ Joel S. Goldberg
By:		Joel S. Goldberg
Title:		Senior Vice President, Administration, General Counsel and Secretary

Exhibit 107

Calculation of Filing Fee Tables

Form

S-8

(Form Type)

Revvity, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Other

Deferred Compensation  Obligations(1)

Other(2)

$30,000,000(2)

100%(2)

$30,000,000(2)

$ 153.10 per $1,000,000

$4,593.00

Total Offering Amounts

$30,000,000

$4,593.00

Total Fee Offsets

—

Net Fee Due

$4,593.50

 

(1)	The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Registrant’s 2008 Deferred Compensation Plan, as amended (the “Plan”).

 

(2)	Solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the amount of deferred compensation obligations registered is based on an estimate of the amount of compensation participants may defer under the Plan.

Submission	Dec. 02, 2024
Submission [Line Items]
Central Index Key	0000031791
Registrant Name	Revvity, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Dec. 02, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	Deferred Compensation Obligations
Amount Registered | shares	30,000,000
Proposed Maximum Offering Price per Unit	1
Maximum Aggregate Offering Price	$ 30,000,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 4,593
Offering Note	(1) The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Registrant’s 2008 Deferred Compensation Plan, as amended (the “Plan”).   (2) Solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the amount of deferred compensation obligations registered is based on an estimate of the amount of compensation participants may defer under the Plan.

Fees Summary	Dec. 02, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 30,000,000
Total Fee Amount	4,593
Total Offset Amount	0
Net Fee	$ 4,593.5

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