As filed with the Securities and Exchange Commission on February 25,1997
Registration No. 333-
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------------
TREX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
-----------------------------
Delaware 06-1439626
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
36 Apple Ridge Road, Danbury, Connecticut 06810
(203) 790-1188
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THERMO ELECTRON MONEYMATCH PLUS PLAN
THERMO ELECTRON CORPORATION - TREX MEDICAL CORPORATION NONQUALIFIED STOCK
OPTION PLAN
THERMOTREX CORPORATION - TREX MEDICAL CORPORATION NONQUALIFIED STOCK
OPTION PLAN
TREX MEDICAL CORPORATION EQUITY INCENTIVE PLAN
TREX MEDICAL CORPORATION DIRECTORS STOCK OPTION PLAN
TREX MEDICAL CORPORATION DEFERRED COMPENSATION PLAN
(Full Title of Plan)
-----------------------------
SANDRA L. LAMBERT, SECRETARY
TREX MEDICAL CORPORATION
C/O THERMO ELECTRON CORPORATION
81 Wyman Street
Post Office Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
PAGE
<PAGE>
including area code, of agent for service)
-----------------------------
Copy to:
SETH H. HOOGASIAN, ESQUIRE
GENERAL COUNSEL
TREX MEDICAL CORPORATION
C/O THERMO ELECTRON CORPORATION
81 Wyman Street
Post Office Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
-----------------------------
CALCULATION OF REGISTRATION FEE
Title of each class Proposed Proposed Amount of
of securities to be Amount to maximum maximum registrati
registered be offering aggregate on fee
registered price per offering price
(1) share (2) (2)
Common Stock, $.01
par value per share 2,875,000 $12.50 $35,937,500 $10,890.16
shs.
In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein and an indeterminate number of shares of the
Registrant's Common Stock as may be issuable in connection with
adjustments under such plans to reflect certain changes in the
Registrant's capital structure, including stock dividends or stock
split-ups.
(1) The shares registered hereunder are divided among the various plans
as set forth in the following table:
Name of Plan No. of Shares
------------ -------------
THERMO ELECTRON MONEYMATCH PLUS PLAN 200,000
THERMO ELECTRON CORPORATION - TREX MEDICAL
CORPORATION NONQUALIFIED STOCK OPTION PLAN 350,000
THERMOTREX CORPORATION - TREX MEDICAL
CORPORATION NONQUALIFIED STOCK OPTION PLAN 400,000
TREX MEDICAL CORPORATION EQUITY INCENTIVE PLAN 1,700,000
TREX MEDICAL CORPORATION DIRECTORS STOCK OPTION PLAN 200,000
TREX MEDICAL CORPORATION DEFERRED COMPENSATION PLAN 25,000
(2) Estimated solely for the purpose of calculating the amount of
registration fee. The calculation of the proposed maximum aggregate
2
PAGE
<PAGE>
offering price has been based upon (1) the registration hereunder of an
aggregate of 2,875,000 shares and (2) the average of the high and low
sales prices, $12.625 and $12.375, respectively, of the Registrant's
Common Stock on the American Stock Exchange on February 24, 1997 as
reported in The Wall Street Journal.
-----------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following Trex Medical Corporation (the "Company") documents
previously filed with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by
reference:
(1) The Company's Annual Report on Form 10-Q, as amended, for the
year ended September 28, 1996.
(2) The Company's Quarterly Report on Form 10-K for the quarter
ended December 28, 1996.
(3) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description.
All reports or proxy statements filed by the Company pursuant to
Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered
herein have been sold, or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates
of filing such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Common Stock offered hereby has been passed upon
by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
is also the General Counsel of ThermoTrex Corporation, the majority
stockholder of the Company and Thermo Electron Corporation, the majority
stockholder of the ThermoTrex Corporation. Mr. Hoogasian is a full-time
employee of Thermo Electron Corporation and owns or has the right to
acquire 6,000 shares of Common Stock, 7,800 shares of common stock of
ThermoTrex Corporation and 115,927 shares of common stock of Thermo
Electron Corporation.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
3
PAGE
<PAGE>
The Delaware General Corporation Law and the Company's Certificate
of Incorporation and By-Laws limit the monetary liability of directors to
the Company and to its shareholders and provide for indemnification of
the Company's officers and directors for liabilities and expenses that
they may incur in such capacities. In general, officers and directors
are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, actions
that the indemnitee had not reasonable cause to believe were unlawful.
The Company also has indemnification agreements with its directors and
officers that provide for the maximum indemnification allowed by law.
Reference is made to the Company's Certificate of Incorporation, By-Laws
and form of Indemnification Agreement for Officers and Directors
incorporated by reference as Exhibits 3.1, 3.2 and 10.18 hereto,
respectively, to the Company's Registration Statement on Form S-1
(Registration No. 333-02926).
Thermo Electron has an insurance policy which insures the directors
and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in
connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
See the Exhibit Index immediately preceding the Exhibits to this
Registration Statement.
Item 9. Undertakings.
------------
(a) 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 of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
4
PAGE
<PAGE>
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 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 of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
5
PAGE
<PAGE>
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
6
PAGE
<PAGE>
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 City of Danbury, Connecticut, on this
24th day of February 1997.
TREX MEDICAL CORPORATION
By: /s/ Hal Kirshner
-----------------------
Hal Kirshner
Chief Executive Officer,
President and Director
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John N. Hatsopoulos, Paul F.
Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter,
and each of them, as his true and lawful attorneys-in-fact and agents for
the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary or desirable.
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/ Hal Kirshner Chief Executive February 24, 1997
---------------------------- Officer, President
Hal Kirshner and Director
(Principal
Executive Officer)
/s/ Gary S. Weinstein Director and February 24, 1997
---------------------------- Chairman of the
Gary S. Weinstein Board
7
PAGE
<PAGE>
/s/ Anthony J. Pellegrino Director and Vice February 24, 1997
---------------------------- Chairman of the
Anthony J. Pellegrino Board
8
PAGE
<PAGE>
Signature Title Date
--------- ----- ----
/s/ John N. Hatsopoulos Vice President, February 24, 1997
---------------------------- Chief Financial
John N. Hatsopoulos Officer and
Director
(Principal
Financial Officer)
/s/ Paul F. Kelleher Chief Accounting February 24, 1997
---------------------------- Officer (Principal
Paul F. Kelleher Accounting
Officer)
/s/ Dr. Elias P. Gyftopoulos Director February 24, 1997
----------------------------
Dr. Elias P. Gyftopoulos
/s/ Robert C. Howard Director February 24, 1997
----------------------------
Robert C. Howard
/s/ Earl R. Lewis Director February 24, 1997
------------------
Earl R. Lewis
/s/ Dr. James W. May, Jr. Director February 24, 1997
----------------------------
Dr. James W. May, Jr.
/s/ Hutham S. Olayan Director February 24, 1997
----------------------------
Hutham S. Olayan
9
PAGE
<PAGE>
/s/ Firooz Rufeh Director February 24, 1997
----------------------------
Firooz Rufeh
/s/ Kenneth Y. Tang Director February 24, 1997
----------------------------
Kenneth Y. Tang
10
PAGE
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan Administrator of the Thermo Electron Corporation
MoneyMatch Plus Plan 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 the 24th day of
February 1997.
Thermo Electron Corporation MoneyMatch Plus Plan
By: Thermo Electron Corporation,
Plan Administrator
By: /s/ Jonathan W. Painter
---------------------------------
Jonathan W. Painter
11
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Seth H. Hoogasian, Esq. (included in Exhibit 5).
24 Power of Attorney (See Signature Page of this Registration
Statement).
12
Exhibit 5
---------
February 24, 1997
Trex Medical Corporation
36 Apple Ridge Road
Danbury, CT 06810
Re: Registration Statement on Form S-8 Relating to 2,875,000
Shares of the Common Stock, $.01 par value, of Trex Medical
Corporation
Dear Sirs:
I am General Counsel to Trex Medical Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in
connection with the registration under the Securities Act of
1933, as amended, on Form S-8 (the "Registration Statement"), of
2,875,000 shares of the Company's Common Stock, $.01 par value
per share (the "Shares") subject to the following employee
benefit plans (each, a "Plan"): Thermo Electron Corporation
MoneyMatch Plus Plan, Thermo Electron Corporation-Trex Medical
Corporation Nonqualified Stock Option Plan, ThermoTrex
Corporation-Trex Medical Corporation Nonqualified Stock Option
Plan, Trex Medical Corporation Equity Incentive Plan, Trex
Medical Corporation Directors Stock Option Plan and Trex Medical
Corporation Deferred Compensation Plan.
I or a member of my legal staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
legal staff have also examined and relied upon originals or
copies, certified or otherwise authenticated to my satisfaction,
of all corporate records, documents, agreements or other
instruments of the Company and have made all investigations of
law and have discussed with the Company's representatives all
questions of fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
State of Delaware.
2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
PAGE
<PAGE>
Exhibit 5
---------
3. The Shares, when issued and sold in accordance with the
provisions of the applicable Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
Exhibit 23.1
TREX MEDICAL CORPORATION
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 for
the Thermo Electron Moneymatch Plus Plan, Thermo Electron Corporation -
Trex Medical Corporation Nonqualified Stock Option Plan, ThermoTrex
Corporation - Trex Medical Corporation Nonqualified Stock Option Plan,
Trex Medical Corporation Equity Incentive Plan, Trex Medical Corporation
Directors Stock Option Plan, and Trex Medical Corporation Deferred
Compensation Plan of our reports dated November 1, 1996, included in Trex
Medical Corporation's Annual Report on Form 10-K for the year ended
September 28, 1996, and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Boston, Massachusetts
February 18, 1997
