SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Strategic Diagnostics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
862700101
(CUSIP Number)
William B. Sawch, Esq.
PE Corporation (NY)
(Formerly The Perkin-Elmer Corporation)
301 Merritt 7
Norwalk, CT 06851-1070
(203) 840-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 4 Pages
CUSIP No. 862700101
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PE Corporation (NY) 06-0490270 (Formerly The Perkin-Elmer Corporation)
-------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
-------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 876,224
SHARES
BENEFICIALLY ------ ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------ ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 876,224
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------- ------ --------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,224
-------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)* [_]
-------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
-------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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Page 2 of 4
This Amendment No. 2 to Schedule 13D relating to shares of common
stock, par value $0.01 per share (the "Issuer Common Stock"), of Strategic
Diagnostics Inc., a Delaware corporation (the "Issuer"), is being filed to
report the fact that the Reporting Person has ceased to beneficially own more
than 5% of the Issuer Common Stock. Reference is made to the Schedule 13D filed
by the Reporting Person (under its former name, The Perkin-Elmer Corporation)
with the Securities and Exchange Commission on January 9, 1997, as amended by
Amendment No. 1 to such Schedule 13D filed by the Reporting Person with the
Securities and Exchange Commission on June 30, 2000. Items not included in this
Amendment No. 2 are not amended.
Item 5. Interest in Securities of Issuer.
(e) It has come to the attention of the Reporting Person that, as a
result of an increase in the number of outstanding shares of Issuer Common
Stock, the 876,224 shares of Issuer Common Stock beneficially owned by the
Reporting Person no longer represent more than 5% of the outstanding shares of
Issuer Common Stock and the Reporting Person has no further obligation to update
the information contained in this Schedule 13D. The Reporting Person has made
this determination based on (i) the number of outstanding shares of Issuer
Common Stock as of March 20, 2002, as reported by the Issuer in its Form 10-K
for the fiscal year ended December 31, 2001, and (ii) the number of outstanding
shares of Issuer Common Stock as reported by the Issuer in its periodic filings
made since then. Based on the number of issued and outstanding shares of Issuer
Common Stock reported in the Issuer's Form 10-Q for the Issuer's fiscal quarter
ended September 30, 2002, the Reporting Person beneficially owns 4.6% of the
outstanding shares of Issuer Common Stock.
Page 3 of 4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PE CORPORATION (NY)
By: /s/ William B. Sawch
-------------------------------------
William B. Sawch
Senior Vice President and General Counsel
Dated: March 19, 2003
Page 4 of 4