As filed with the Securities and Exchange Commission on July 25,
1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THERMOQUEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0407461
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
355 River Oaks Parkway
San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
THERMOQUEST CORPORATION
EQUITY INCENTIVE PLAN
(Full title of the plan)
Sandra L. Lambert, Secretary
ThermoQuest Corporation
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, and telephone
number, including area code, of agent for service)
Copies to:
Seth H. Hoogasian, General Counsel
ThermoQuest Corporation
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
________________________________________________________________
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The proposed commencement of sales is as soon as practicable
after the Registration Statement has become effective and upon
the grant or exercise of options granted pursuant to the
Registrant's Equity Incentive Plan (the "Plan").
There are also being registered hereunder such additional
indeterminate number of shares of the Registrant's Common Stock
as may be issuable in connection with adjustments under the Plan
to reflect certain changes in the Registrant's capital structure,
including stock dividends or stock split-ups.
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum Amount of
Securities Amount to Maximum Aggregate Registrati
to be be Offering Price Offering on Fee
Registered Registered Per Share (1) Price Per
(1) Share (1)
Common
Stock, $.01 2,700,000 $14.375 $38,812,500 $13,384
par value
per share
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(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. The calculation of the
proposed maximum aggregate offering price has been based
upon (i) the registration hereunder of an aggregate of
2,700,000 shares of the Registrant's Common Stock to be
issued pursuant to options granted under the Plan and (ii)
the average of the high and low sales prices, $14.875 and
$13.875 respectively, of the Registrant's Common Stock on
the American Stock Exchange on July 23, 1996, as reported in
The Wall Street Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following ThermoQuest 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 Quarterly Report on Form 10-Q for the
quarter ended March 30, 1996.
(2) The Company's Prospectus, as filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, contained in the
Company's Registration Statement on Form S-1 (File No. 333-00276).
(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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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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 Thermo Electron
Corporation, the majority stockholder of the Company. 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 of the Company
and 118,177 shares of the common stock of Thermo Electron
Corporation.
Item 6. Indemnification of Directors and Officers.
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The Delaware General Corporation Law and the Company's
Certificate of Incorporation and By-Laws limit the monetary
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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. Reference is made to the Company's Certificate of
Incorporation, By-Laws and form of Indemnification Agreement for
Officers and Directors filed as Exhibits 3.1, 3.2 and 10.10,
respectively, to the Company's Registration Statement on Form S-1
(Registration No. 333-00276).
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Exhibit Index immediately preceding the Exhibits to
this Registration Statement.
Item 9. Undertakings.
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(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 setforth in the
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
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not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a
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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 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 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 the 24th day of July, 1996.
THERMOQUEST CORPORATION
By: /s/ Dr. Richard W.K. Chapman
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Dr. Richard W.K. Chapman
President and Chief Executive
Officer
POWER OF ATTORNEY
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 of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
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President, Chief July 24, 1996
Executive
Office and Director
(Principal Executive
/s/Dr. Richard W.K. Officer)
Chapman
Dr. Richard W.K. Chapman
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Vice President, Chief July 24, 1996
Financial
Officer and Director
(Principal Financial
/s/ John N. Hatsopoulos Officer)
John N. Hatsopoulos
Chief Accounting July 24, 1996
Officer
/s/ Paul F. Kelleher (Principal Accounting
Officer)
Paul F. Kelleher
Chairman of the Board July 24, 1996
/s/ Arvin H. Smith and
Director
Arvin H. Smith
July 24, 1996
/s/ Dr. George N. Director
Hatsopoulos
Dr. George N. Hatsopoulos
/s/ Frank Jungers Director July 24, 1996
Frank Jungers
/s/ Anthony J. Pellegrino Director July 24, 1996
Anthony J. Pellegrino
/s/ Michael E. Porter Director July 24, 1996
Michael E. Porter
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Sequential Page Number
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4(a) ThermoQuest Corporation
Equity Incentive Plan*
5 Opinion of Seth H. 9
Hoogasian, Esq.
23(a) Consent of Seth H.
Hoogasian, Esq.
(Contained in his
opinion filed
as Exhibit 5)
23(b) Consent of Arthur 10
Andersen LLP
24 Power of Attorney (see
signature page of this
Registration Statement)
________________
* Filed as Exhibit 10.7 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-00276) and incorporated
herein by reference.
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EXHIBIT 5
July 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 02549
Re: Registration Statement Relating to 2,700,000
Shares of the Common Stock,$ .01 par value,
of ThermoQuest Corporation
Ladies and Gentlemen:
I am General Counsel to ThermoQuest Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), on the Registration Statement on
Form S-8 (the "Registration Statement"), of 2,700,000 shares of
the Company's Common Stock, $.01 par value per share (the
"Shares"), issuable under the Company's Equity Incentive Plan
(the "Plan").
I have reviewed the corporate proceedings taken by the
Company with respect to the authorization of the issuance of the
Shares. I 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.
I have not made an independent review of the laws of any
state or jurisdiction other than the Commonwealth of
Massachusetts, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of
America. Accordingly, I express no opinion as to the laws of any
state or jurisdiction other than the laws of the Commonwealth of
Massachusetts, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of
America.
Based upon and subject to the foregoing, I am of the opinion
that the Shares issuable under the Plan have been duly authorized
and, when issued upon receipt of consideration therefor and in
accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and non-assessable.
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Pursuant to the requirements of the Act, I hereby consent to
the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
EXHIBIT 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ThermoQuest Corp.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 7, 1996 on the financial statements for te
year ended December 30, 1995 included in ThermoQuest Corp.'s
Prospectus dated March 19, 1996 and to all references to our firm
included in this registration statement.
/s/Arthur Andersen LLP
Boston, Massachusetts
July 24, 1996
