As filed with the Securities and Exchange Commission on
March 26, 1998 Registration No. 333-18781
--------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO FORM S-1
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_______________
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)
_______________
Sandra L. Lambert, Secretary
Trex Medical Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(781) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copy to:
Seth H. Hoogasian, Esq.
General Counsel
Trex Medical Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(781) 622-1000
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
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If the only securities being requested on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of
1933, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
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SUBJECT TO COMPLETION, DATED MARCH 26, 1998
PROSPECTUS
300,000 Shares
TREX MEDICAL CORPORATION
Common Stock
This Prospectus relates to 300,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
Trex Medical Corporation ("Trex Medical" or the "Company"). The
Shares may be offered by certain shareholders of the Company (the
"Selling Shareholders") from time to time in transactions on the
American Stock Exchange, in negotiated transactions, through the
writing of options on the Shares, or a combination of such
methods of sale, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The
Selling Shareholder and any broker-dealer who acts in connection
with the sales of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and any commissions
received by them and profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and
commissions under the Securities Act. The Shares were originally
sold by the Company in private placements pursuant to certain
Stock Purchase Agreements with the Company dated December 19,
1996. See "Selling Shareholders."
_______________
The Common Stock offered hereby involves a high degree of risk.
See "RISK FACTORS" at page 5.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________________
None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the Company. The
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Company has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Shareholders) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities, including
liabilities under the Securities Act as underwriter or otherwise.
The Company is a majority-owned subsidiary of ThermoTrex
Corporation ("ThermoTrex"), which is a majority-owned subsidiary
of Thermo Electron Corporation ("Thermo Electron"). The Common
Stock is traded on the American Stock Exchange under the symbol
"TXM." On March 25, 1998 the reported closing price of the
Common Stock on the American Stock Exchange was $18.3125 per share.
The date of this Prospectus is March __, 1998.
_________________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. Unless otherwise noted, all information
contained in this Prospectus is as of the date of this
Prospectus. Neither the delivery of this Prospectus nor any sale
or distribution and resale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation
of any offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such
offer or solicitation may not be lawfully made.
_____________
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission, including the Company; the address of such Web
site is http://www.sec.gov. The Common Stock of the Company is
listed on the American Stock Exchange, and the reports, proxy
statements and other information filed by the Company with the
Commission can be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Secretary, Trex Medical Corporation, c/o
Thermo Electron Corporation, 81 Wyman Street, P. O. Box 9046,
Waltham, Massachusetts 02254-9046 (telephone: (781) 622-1000).
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THE COMPANY
The Company is the worldwide leader in the design,
manufacture and marketing of mammography equipment and minimally
invasive stereotactic breast biopsy systems used for the
detection of breast cancer, as well as a leading designer and
manufacturer of general-purpose radiography (X-ray), cardiac
catheterization and radiographic/fluoroscopic systems. A
mammography system is a dedicated radiographic system designed
specifically to image breast tissue. Minimally invasive
stereotactic breast biopsy systems, which use a digitally guided
hollow needle to extract breast tissue samples, offer a
cost-effective, less invasive alternative to open surgery for the
biopsy of suspicious breast lesions. The mammography and breast
biopsy markets are targeted by Lorad, a division acquired by the
Company in 1992. The Company has subsequently broadened its
product base to serve a market estimated at approximately $2.5
billion by acquiring (i) Bennett X-Ray Corporation ("Bennett"), a
leading producer of specialty and general-purpose radiographic
systems, including mammography systems, in September 1995; (ii)
XRE Corporation, a manufacturer of X-ray imaging systems used for
cardiac catheterization and angiography, in May 1996; and (iii)
Continental X-Ray Corporation, a manufacturer of general-purpose
radiographic systems and specialty radiographic systems including
radiographic/fluoroscopic products, in September 1996.
Unless the context otherwise requires, references in this
Prospectus to the Company refer to Trex Medical Corporation and
its subsidiaries and their predecessors. As of September 27,
1997, ThermoTrex beneficially owned 79% of the Company's
outstanding Common Stock, excluding 678,541 shares of Common
Stock issuable upon the conversion of $8,000,000 principal amount
of the Company's 4.2% convertible note due 2000, issued to
ThermoTrex. The Company's principal executive offices are
located at 36 Apple Ridge Road, Danbury, Connecticut, and its
telephone number is (203) 790-1188.
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RISK FACTORS
In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company
wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future
could affect, the Company's actual results and could cause its
actual results in 1998 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf
of, the Company.
Technological Change and New Products . The market for the
--------------------------------------
Company's products is characterized by rapid and significant
technological change, evolving industry standards and new product
introductions. Many of the Company's products are technologically
innovative, and require significant planning, design,
development, and testing at the technological, product, and
manufacturing process levels. These activities require
significant capital commitments and investment by the Company.
The high cost of technological innovation is matched by the rapid
and significant change in the technologies governing the products
that are competitive in the Company's market, by industry
standards that may change on short notice, and by the
introduction of new products and technologies such as magnetic
resonance imaging and ultrasound, which may render existing
products and technologies uncompetitive or obsolete. There can be
no assurance that the Company's products or proprietary
technologies will not become uncompetitive or obsolete.
Risks Associated with Acquisition Strategy. The Company's
-------------------------------------------
strategy includes the acquisition of businesses and technologies
that complement or augment the Company's existing product lines.
For example, in October 1995, the Company acquired its Bennett
subsidiary, a manufacturer of general-purpose X-ray and
mammography equipment; in May 1996, the Company acquired
substantially all of the assets and liabilities of XRE , a
manufacturer of X-ray imaging systems used in the diagnosis and
treatment of coronary artery disease and other vascular
conditions; in September 1996, the Company acquired substantially
all of the assets and liabilities of Continental, a manufacturer
of general-purpose and specialized X-ray systems; and, in October
1997, the Company acquired substantially all of the assets,
subject to certain liabilities, of Digitec Corporation, a
manufacturer of physiological-monitoring equipment and
digital-image archiving and networking systems used in cardiac
catheterization procedures. In December 1997, the Company entered
into a nonbinding letter of intent to acquire Trophy Radiologie
("Trophy"), a leading French manufacturer of dental X-ray systems
specializing in digital technology. There can be no assurance
that the Trophy acquisition will be successfully completed or
that, if such acquisition is completed, the Company will be able
to successfully integrate Trophy's operations with those of the
Company and realize the benefits expected from its acquisition.
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In addition, promising acquisitions are difficult to identify and
complete for a number of reasons, including competition among
prospective buyers and the need for regulatory approvals,
including antitrust approvals. There can be no assurance that the
Company will be able to complete future acquisitions or that the
Company will be able to successfully integrate any acquired
businesses. In order to finance such acquisitions, it may be
necessary for the Company to raise additional funds through
public or private financings. Any equity or debt financing, if
available at all, may be on terms that are not favorable to the
Company and, in the case of equity financing, may result in
dilution to the Company's stockholders.
Intense Competition . The Company encounters and expects to
-------------------
continue to encounter intense competition in the sale of its
products. The Company believes that the principal competitive
factors affecting the market for its products include product
features, product performance and reputation, price, and service.
The Company's competitors include large multinational
corporations and their operating units, including the GE Medical
Systems division of General Electric Company, the Philips Medical
Systems North America Company subsidiary of Philips N.V., the
Siemens Corporation subsidiary of Siemens AG ("Siemens"), Toshiba
American Medical Systems, Inc., Toshiba America MRI, Inc.,
Shimadzu, and Picker International, Inc. These companies and
certain of the Company's other competitors have substantially
greater financial, marketing, and other resources than the
Company. As a result, they may be able to adapt more quickly to
new or emerging technologies and changes in customer
requirements, or to devote greater resources to the promotion and
sale of their products than the Company. Moreover, a significant
portion of the Company's sales are to United States Surgical
Corporation ("U.S. Surgical") through an original equipment
manufacturer ("OEM") arrangement. The products sold by such OEM
customers compete with products offered by the Company directly
and through its independent dealers. Competition could increase
if new companies enter the market or if existing competitors
expand their product lines or intensify efforts within existing
product lines. There can be no assurance that the Company's
current products, products under development, or ability to
discover new technologies will be sufficient to enable it to
compete effectively with its competitors.
Dependence Upon Significant OEM Relationships. A significant
---------------------------------------------
portion of the Company's sales are to U.S. Surgical through an
OEM arrangement. Sales to U.S. Surgical accounted for 17% and 11%
of the Company's total revenues in fiscal 1997 and 1996,
respectively. The Company's sales depend, in part, on the
continuation of this and other OEM arrangements and the level of
end-user sales by such OEMs. There can be no assurance that the
Company will be able to maintain its existing, or establish new,
OEM relationships.
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Risks Associated With Pending and Threatened Patent
--------------------------------------------------------------
Litigation. In April 1992, Fischer
----------
("Fischer") commenced a lawsuit in the United States District
Court, District of Colorado, against the Company's Lorad
division, alleging that Lorad's prone breast-biopsy system
infringes a Fischer patent on a precision mammographic
needle-biopsy system. The Company expects the trial to begin with
respect to this lawsuit before the end of fiscal 1998. As of
September 27, 1997, the Company had recognized aggregate revenues
of approximately $107.1 million from sales of such systems, of
which $34.4 million represents sales prior to October 16, 1995
(the date on which Lorad was transferred to the Company). The suit
requests a permanent injunction, treble damages, and attorneys'
fees and expenses. If the Company is unsuccessful in defending
this lawsuit, it may be enjoined from manufacturing and selling its
StereoGuideR system without a license from Fischer. No assurance
can be given that the Company will be able to obtain such a license,
if required, on commercially reasonable terms, if at all. In
addition, the Company may be subject to damages for past
infringement. No assurance can be given as to whether the Company
will be subject to such damages or, if so, the amount of damages
that the Company may be required to pay. The Company believes
the costs of litigating this matter may be substantial.
In connection with the organization of the Company, ThermoTrex
agreed to indemnify the Company for any and all cash damages in
connection with the Fischer lawsuit with respect to sales of the
Company's products occurring prior to October 16, 1995, when
Lorad was transferred to the Company. Notwithstanding this
indemnification, the Company would be required to report as an
expense the full amount, including any reimbursable amount, of
any damages in excess of the amount accrued (approximately $2
million as of September 27, 1997), with any indemnification
payment it receives from ThermoTrex being treated as a
contribution to shareholders' investment.
The Company is also aware of two U.S. patents owned by a
former employee that have been asserted against the Company
relating to its high-transmission cellular ("HTC") TM grid used
with its mammography systems. If the former employee were
successful in enforcing such patents, the Company could be
subject to damages and enjoined from manufacturing and selling
the HTC grid.
The unfavorable outcome of any one or both of the above
described matters could have a material adverse effect on the
Company's business, financial condition and results of
operations. The Company's competitors and other parties hold
other various patents and patent applications in the fields in
which the Company operates. There can be no assurance that the
Company will not be found to have infringed third-party patents
and, in the event of such infringement, the Company could be
required to alter its products or processes, pay licensing fees,
or cease making and selling any infringing products and pay
damages for past infringement.
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No Assurance of Development and Commercialization of Products
--------------------------------------------------------------
Under Development. A number of the Company's potential products
-----------------
are currently under development. There are a number of
technological challenges that the Company must successfully
address to complete any of its development efforts. Product
development involves a high degree of risk, and returns to
investors are dependent upon successful development and
commercialization of such products. Proposed products based on
the Company's technologies will require significant additional
research and development. There can be no assurance that any of
the products currently being developed by the Company, or those
to be developed in the future by the Company, will be
technologically feasible or accepted by the marketplace, or that
any such development will be completed in any particular time
frame.
Government Regulation; No Assurance of Regulatory Approval.
----------------------------------------------------------
The Company's products are subject to regulation by the U.S. Food
and Drug Administration (the "FDA") and equivalent agencies in
foreign countries. Failure to comply with applicable regulatory
requirements can result in, among other things, civil and
criminal fines, suspensions of approvals, recalls or seizures of
products, injunctions, and criminal prosecutions.
To date, all of the Company's products have been classified by
the FDA as Class II medical devices and have been eligible for
FDA marketing clearance pursuant to the FDA's 510(k) premarket
notification process, which is generally shorter than the more
involved premarket approval ("PMA") process. The Company believes
that most of its currently anticipated future products and
substantial modifications to existing products will be eligible
for the 510(k) premarket notification process. However, the FDA
has not yet classified full-field digital mammography systems
such as the one being developed by the Company. While not
classifying such systems, the FDA has issued a final guidance
document relating to the protocol for marketing clearance of
full-field digital mammography systems. This document suggests
that clearance may be obtained through an enhanced 510(k)
application with more extensive clinical trials. The protocol set
forth in the final guidance document calls for clinical trials on
520 subjects prior to applying to the FDA for clearance to
commercially market such a system. Accordingly, in December 1997,
the Company submitted a 510(k) application with clinical data for
its full-field digital mammography system. There can be no
assurance that full-field digital mammography systems will not be
classified by the FDA as Class III medical devices subject to the
PMA process. If such systems are classified as Class III devices,
the Company would be required to file for FDA marketing approval
for its full-field digital mammography system under the PMA
process or the Product Development Protocol ("PDP"), which would
likely require substantial additional clinical trials before
being accepted by the FDA, if at all. Regardless of whether a
510(k), a PMA, or a PDP is finally accepted by the FDA, there can
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be no assurance that the product will receive marketing clearance
or approval. In addition, full-field digital mammography systems
will be subject to alternate quality assurance standards under
the Mammography Quality Standards Act. These alternate standards
will be submitted by the Company to the FDA for review. The
Company can make no prediction as to when the FDA will approve
such standards, if at all. In addition, there can be no assurance
that the necessary clearances for any of the Company's products
will be obtained on a timely basis, if at all.
FDA regulations also require manufacturers of medical devices
to adhere to current good manufacturing practices as set forth in
the quality system regulation ("QSR"), which include testing,
quality control, and documentation procedures. The Company's
manufacturing facilities are subject to periodic inspection by
the FDA. No assurances can be given that the FDA will not in the
future find the Company to be in violation of the QSRs.
In June 1993, the European Economic Community issued the
European Directive Concerning Medical Devices 93/42/EEC, a
directive applying essential requirements to the design and
manufacture of medical devices to assure the safety and health of
the users of such devices. The directive requires all medical
devices, including dental devices, marketed and sold in Europe
after June 14, 1998, to bear the "CE" marking to indicate that
they comply with the requirements of the directive. On or after
June 14, 1998, any medical device without the CE marking may not
be sold in Europe until such time as the CE marking is awarded to
such product. In addition, failure to obtain the CE marking may
adversely affect a manufacturer's ability to market its products
in countries outside of Europe. To date, Trophy has not obtained
the right to use the CE marking on any of its products and no
assurance can be given that Trophy will obtain such right on a
timely basis or at all.
Healthcare Reform; Uncertainty of Patient Reimbursement. The
-------------------------------------------------------
Federal government has in the past, and may in the future,
consider, and certain state and local as well as a number of
foreign governments are considering or have adopted, healthcare
policies intended to curb rising healthcare costs. Such policies
include rationing of government-funded reimbursement for
healthcare services and imposing price controls upon providers of
medical products and services. The Company cannot predict what
healthcare reform legislation or regulation, if any, will be
enacted in the United States or elsewhere. Significant changes in
the healthcare systems in the United States or elsewhere are
likely to have a significant impact over time on the manner in
which the Company conducts its business. In addition, the federal
government regulates reimbursement of fees for certain diagnostic
examinations and capital equipment acquisition costs connected
with services to Medicare beneficiaries. Cost-containment
policies may have the effect of reducing reimbursement for
certain procedures, and as a result may inhibit or reduce demand
by healthcare providers for products in the markets in which the
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Company competes. While the Company cannot predict what effect
the policies of government entities and other third party payors
will have on future sales of the Company's products, there can be
no assurance that such policies would not have an adverse impact
on the operations of the Company.
Dependence on Patents and Proprietary Rights. The Company
---------------------------------------------
places considerable importance on obtaining patent and trade
secret protection for significant new technologies, products, and
processes because of the length of time and expense associated
with bringing new products through the development and regulatory
approval process and to the marketplace. The Company's success
depends in part on whether it can develop patentable products and
obtain and enforce patent protection for its products both in the
United States and in other countries. The Company has filed, and
intends to file, applications as appropriate for patents covering
both its products and manufacturing processes. No assurance can
be given that patents will issue from any pending or future
patent applications owned by, or licensed to, the Company, or
that the claims allowed under any issued patents will be
sufficiently broad to protect the Company's technology. In
addition, no assurance can be given that any issued patents owned
by, or licensed to, the Company will not be challenged,
invalidated, or circumvented, or that the rights granted
thereunder will provide competitive advantages to the Company.
The Company could incur substantial costs in defending itself in
suits brought against it or in suits in which the Company may
assert its patent rights against others. If the outcome of any
such litigation is unfavorable to the Company, the Company's
business and results of operations could be materially adversely
affected.
The Company relies on trade secrets and proprietary know-how
that it seeks to protect, in part, by confidentiality agreements
with its collaborators, employees, and consultants. There can be
no assurance that these agreements will not be breached, that the
Company would have adequate remedies for any breach, or that the
Company's trade secrets will not otherwise become known or be
independently developed by competitors.
Potential Product Liability. The Company's business exposes
---------------------------
it to potential product liability claims, which are inherent in
the manufacturing, marketing, and sale of medical devices, and as
such the Company may face substantial liability to patients for
damages resulting from the faulty design or manufacture of
products. The Company currently maintains product-liability
insurance, but there can be no assurance that this insurance will
provide sufficient coverage in the event of a claim, that the
Company will be able to maintain such coverage on acceptable
terms, if at all, or that a product-liability claim would not
materially adversely affect the business or financial condition
of the Company.
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Risks Associated With International Operations. International
----------------------------------------------
sales accounted for 17%, 22% and 21% of the Company's revenues in
fiscal 1997, 1996 and 1995, respectively. The Company intends to
continue to expand its presence in international markets.
International revenues are subject to a number of risks,
including the following: agreements may be difficult to enforce
and receivables difficult to collect through a foreign country's
legal system, foreign custom ers may have longer payment cycles;
foreign countries may impose additional withholding taxes or
otherwise tax the Company's foreign income, impose tariffs or
adopt other restrictions on foreign trade; U.S. export licenses
may be difficult to obtain; and the protection of intellectual
property in foreign countries may be more difficult to enforce.
Control by ThermoTrex. The Company's stockholders do not
---------------------
have the right to cumulate votes for the election of directors.
ThermoTrex, which currently owns 79% of the outstanding Common
Stock of the Company, has the power to elect the entire Board of
Directors of the Company and to approve or disapprove any
corporate actions submitted to a vote of the Company's
stockholders.
Potential Conflicts of Interest. The Company may be subject
-------------------------------
to potential conflicts of interest from time to time as a result
of its relationship with Thermo Electron and ThermoTrex. For
example, conflicts may arise in the development and licensing of
digital detector technology by ThermoTrex to the Company, the
manufacture of digital detectors by ThermoTrex for sale to the
Company and the Company's manufacturing of lasers for sale to
ThermoLase Corporation. Certain officers of the Company are also
officers of ThermoTrex, Thermo Electron and/or other subsidiaries
of Thermo Electron, and are full-time employees of ThermoTrex or
Thermo Electron. Such officers will devote only a portion of
their working time to the affairs of the Company. For financial
reporting purposes, the Company's financial results are included
in the consolidated financial statements of ThermoTrex and Thermo
Electron. The members of the Board of Directors of the Company
who are also affiliated with Thermo Electron or ThermoTrex will
consider not only the short-term and the long-term impact of
operating decisions on the Company, but also the impact of such
decisions on the consolidated financial results of ThermoTrex and
Thermo Electron. In some instances the impact of such decisions
could be disadvantageous to the Company while advantageous to
ThermoTrex or Thermo Electron, or vice versa. The Company is a
party to various agreements with Thermo Electron that may limit
the Company's operating flexibility.
Significant Additional Shares Eligible for Future Sale. The
------------------------------------------------------
22,882,420 shares of Common Stock owned by ThermoTrex as of
January 3, 1998 are eligible for resale under Rule 144. In
addition, as long as ThermoTrex is able to elect a majority of
the Company's Board of Directors, it will have the ability to
cause the Company at any time to register for resale all or a
portion of the Common Stock owned by ThermoTrex.
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Additional shares of Common Stock issuable upon exercise of
options granted under the Company's stock-based compensation
plans will become available for future sale in the public market
at prescribed times. Sales of a significant number of shares of
Common Stock in the public market could adversely affect the
market price of the Common Stock.
Potential Volatility of Stock Price. Since public trading of
-----------------------------------
the Company's Common Stock commenced in June 1996, the market
price has fluctuated considerably, and it may continue to
fluctuate in the future. Factors such as fluctuations in the
Company's operating results, announcements of technological
innovations or new contracts or products by the Company or its
competitors, government regulation and approvals, developments in
patent or other proprietary rights and market conditions for
stocks of companies similar to the Company could have a
significant impact on the market price of the Common Stock.
Lack of Dividends. The Company anticipates that for
------------------
foreseeable future the Company's earnings, if any, will be
retained for use in the business and that no cash dividends will
be paid on the Common Stock. Declaration of dividends on the
Common Stock will depend upon, among other things, future
earnings, the operating and financial condition of the Company,
its capital requirements and general business conditions.
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the number of Shares that may be offered by each of
them pursuant to this Prospectus and the number of Shares each
will own after completion of the offering, assuming all of the
Shares being offered hereby are sold.
Shares of
Common Shares
Stock Owned Shares Owned
Selling Shareholder Prior to Being after
-------------------
the Offered Completion
-------
Offering(1) of the
----------
Offering
--------
Wessel Corporation N.V. 100,000 100,000 0
Thermo Opportunity 50,000 50,000 0
Fund, Inc.
Primespecial 20,000 20,000 0
John D. Byran 20,000 20,000 0
Union Bancaire Privee 18,000 18,000 0
Robert E. Kirby 15,000 15,000 0
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Yiska Moser Trust 15,000 15,000 0
George & Elizabeth 10,000 10,000 0
Harvey
Myles Tanebaum 10,000 10,000 0
Frank Argano 10,000 10,000 0
Joseph N. Cunningham 10,000 10,000 0
Howard Blitman 10,000 10,000 0
Gestielle B 5,000 5,000 0
BCI Dollar Equity 5,000 5,000 0
Gestielle America 2,000 2,000 0
(1)Except as otherwise reflected in the footnotes to this table,
all share ownership includes Shares owned by the Selling
Shareholders and shares that the Selling Shareholders had the
right to acquire within 60 days of September 28, 1996,
through the exercise of stock options.
The Shares are being registered to permit public secondary
trading of the Shares from time to time by the Selling
Shareholders. All of the Shares being offered by the Selling
Shareholders were sold by the Company in private placement
transactions pursuant to Stock Purchase Agreements with the
Company dated December 19, 1996 (collectively, the "Purchase
Agreements").
In the Purchase Agreements, the Company agreed, among other
things, to bear all expenses (other than underwriting discounts,
selling commissions, and fees and expenses of counsel and other
advisors to the Selling Shareholders) in connection with the
registration and sale of the Shares being offered by the Selling
Shareholders. See "Sale of Shares." The Company has agreed to
prepare and file such amendments and supplements to the
Registration Statement of which this Prospectus forms a part as
may be necessary to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant
thereto or until such Shares are no longer, by reason of Rule
144(k) under the Securities Act or any other rule of similar
effect, required to be registered for the public sale thereof by
the Selling Shareholders.
SALE OF SHARES
The Company has been advised that the Selling Shareholders
may sell Shares from time to time in transactions on the American
Stock Exchange, in negotiated transactions, through the writing
of options on the Shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling
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Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
The Selling Shareholders and any broker-dealers who act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and
any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Company has agreed
to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
by the Company (File No. 1-11827) are hereby incorporated in this
Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
September 27, 1997;
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended January 3, 1998; and
(c) The description of the Common Stock which is contained
in the Company's Registration Statement on Form 8-A
filed under the Exchange Act, as such description may
be amended from time to time.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained herein or in a document all or any portion of which is
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus 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 earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Pursuant to Item 11(b) of Form S-3, the financial statements
of Bennett X-Ray Corporation are incorporated by reference into
this Prospectus from the Company's prospectus dated June 27, 1996
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forming a part of the Company's Registration Statement on Form
S-1 (Registration Number 333-2926).
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such copies should be
directed to Sandra L. Lambert, Secretary, Trex Medical
Corporation, c/o Thermo Electron Corporation, 81 Wyman Street,
P.O. Box 9046, Waltham, Massachusetts 02254-9046 (telephone:
(781) 622-1000).
LEGAL MATTERS
Certain legal matters relating to the Shares offered hereby
have been passed upon for the Company by Seth H. Hoogasian, Esq.,
General Counsel of Thermo Electron, ThermoTrex and the Company.
As of the date of such opinion, Mr. Hoogasian owned or had the
right to acquire 6,000 shares of Common Stock, 7,800 shares of
common stock of ThermoTrex and 115,927 shares of common stock of
Thermo Electron.
EXPERTS
The financial statements of the Company incorporated by
reference in this Prospectus, the financial statements of Bennett
X-Ray Corporation incorporated by reference in the Registration
Statement of which this Prospectus forms a part and the financial
statement schedules incorporated by reference in the Registration
Statement of which this Prospectus forms a part have been audited
by Arthur Andersen LLP, independent public accountants, to the
extent and for the periods as indicated in their reports with
respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving
said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee.
Amount
------
Registration fee - Securities and Exchange 1,323.87
Commission ...................................
Legal fees and expenses ...................... 10,000.0
0
Accounting fees and expenses ................. 10,000.0
0
Miscellaneous ................................ 8,676.13
Total ................................... 30,000.0
0
Item 15. Indemnification of Directors and Officers.
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 stockholders 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 no 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.
Thermo Electron Corporation 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.
The Selling Shareholders are obligated under the Purchase
Agreements to indemnify directors, officers and controlling
persons of the Registrant against certain liabilities, including
liabilities under the Securities Act.
Item 16. Exhibits
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See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes as
follows:
(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 end 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 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 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 Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
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(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 this
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No.
1 on Form S-3 to Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waltham, Commonwealth of Massachusetts, on this 25th
day of March, 1998.
TREX MEDICAL CORPORATION
By: /s/ Hal Kirshner
-------------------
Hal Kirshner
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 on Form S-3 to Registration
Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Da
--------- ----- ----
Date
----
/s/ Hal Kirshner President, Chief March 25, 1998
-------------------------
Hal Kirshner Executive Officer
and Director (Principal
Executive Officer)
John N. Hatsopoulos* Chief Financial March 25, 1998
-------------------------
John N. Hatsopoulos Officer and Senior Vice President
(Principal Financial Officer)
Paul F. Kelleher* Chief Accounting March 25, 1998
-------------------------
Paul F. Kelleher Officer (Principal
Accounting Officer)
Gary S. Weinstein* Chairman of the March 25, 1998
-------------------------
Gary S. Weinstein Board and Director
Dr. Elias P. Gyftopoulos* Director March 25, 1998
-------------------------
Dr. Elias P. Gyftopoulos
John T. Keiser Director March , 1998
------------------------- --
John T. Keiser
Dr. James W. May, Jr.* Director March 25, 1998
-------------------------
Dr. James W. May, Jr.
Hutham S. Olayan* Director March 25, 1998
-------------------------
Hutham S. Olayan
Firooz Rufeh* Director March 25, 1998
-------------------------
Firooz Rufeh
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* The undersigned Sandra L. Lambert, by signing her name
hereto, does hereby execute this Post-Effective Amendment No. 1
on Form S-3 to Registration Statement on Form S-1 on behalf of
each of the above-named persons pursuant to powers of attorney
executed by such persons and filed with the Securities and
Exchange Commission.
/s/ Sandra L. Lambert
--------------------------
Sandra L. Lambert
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
No.
---
4.1 Specimen Common Stock Certificate (filed as Exhibit
4.1 to the Registrant's Registration Statement on
Form S-1 [Registration No. 333-2926] and
incorporated herein by reference).
4.2 $42,000,000 4.2% Convertible Subordinated Note due
2000 issued by the Registrant to ThermoTrex
Corporations(filedtastExhibitt4.2ntootheorm S-1
[Registration No. 333-2926] and incorporated herein
by reference).
5 Opinion of Seth H. Hoogasian, Esq. (previously
filed)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Seth H. Hoogasian, Esq. (contained in
Exhibit 5)
24 Power of Attorney (previously filed)
AA980390005
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Exhibit 23.1
Consent of Independent Public Accountants
-----------------------------------------
To Trex Medical Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference of our reports dated November 3, 1997,
incorporated by reference in this registration statement and to
all references to our firm included in or made a part of this
registration statement on Form S-3.
Arthur Andersen LLP
Boston, Massachusetts
March 24, 1998
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Exhibit 23.2
Consent of Independent Public Accountants
-----------------------------------------
To Bennett X-Ray Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated November 3, 1995, included in Trex Medical
Corporation's registration statement on Form S-1, and to all
references to our firm included in or made a part of this
registration statement on Form S-3.
Arthur Andersen LLP
Boston, Massachusetts
March 24, 1998
