As filed with the Securities and Exchange Commission
on April 1, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
Registration Statement
Under
The Securities Act of 1933
------------------
THERMOQUEST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
------------------
Delaware 77-0407461
(State or other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification Number)
------------------
355 River Oaks Parkway
San Jose, California 95134-1991
(408) 577-1053
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
------------------
Sandra L. Lambert, Secretary
ThermoQuest Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
Seth H. Hoogasian, Esquire
General Counsel
ThermoQuest Corporation
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
----------------------
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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If the only securities being registered 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, please 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,
please 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, 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, please check the following box. [ ]
------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be Maximum Maximum Amount
Securities registered Offering Aggregate of
to be Price Offering Registration
registered per Share Price Fee
Common
Stock, 1,768,500 $14.5625(1) $25,753,781( $7,804.18(1)
$.01 par 1)
value
per share
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on March 27, 1997.
------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
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specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
------------------
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PROSPECTUS
1,768,500 Shares
THERMOQUEST CORPORATION
Common Stock
This Prospectus relates to 1,768,500 shares (the "Shares")
of Common Stock, par value $.01 per share (the "Common Stock"),
of ThermoQuest Corporation (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. Such
transactions may be effected 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-dealer who acts in connection
with the sale 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
acquired by the Selling Shareholders from the Company in a
private placement of securities on March 24, 1997. See "Sale of
Shares" and "Selling Shareholders."
_____________
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
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
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Selling Shareholders against certain liabilities, including
liabilities under the Securities Act as underwriter or otherwise.
_____________
ThermoQuest is a majority-owned subsidiary of Thermo
Instrument Systems Inc. ("Thermo Instrument"), 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 "TMQ". On March 27, 1997, the reported
closing price of the Common Stock on the American Stock Exchange
was $14.50 per share.
_____________
The date of this Prospectus is ____________________________, 1997
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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. 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.
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 Seven 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 at (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.
The Company has filed with the Commission a registration
statement (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect
to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement,
copies of which may be obtained upon payment of the fees
prescribed by the Commission from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade
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Center, New York, New York, 10048 and at 500 West Madison Street,
Chicago, Illinois, 60661.
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, ThermoQuest Corporation, 81 Wyman
Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
THE COMPANY
The Company was incorporated in Delaware in June 1995 as a
wholly owned subsidiary of Thermo Instrument. After the
formation of the Company, Thermo Instrument transferred to the
Company all of the assets, liabilities and businesses of Finnigan
Corporation, which conducts the Company's mass spectrometry and
gas chromatography businesses, and Thermo Separation Products
Inc., which conducts the Company's liquid chromatography
business. Unless the context requires otherwise, references
herein to the Company refer to ThermoQuest Corporation and its
subsidiaries and to the predecessor businesses as conducted by
Thermo Instrument, including acquired businesses from their dates
of acquisition. The Company's principal executive offices are
located at 355 River Oaks Parkway, San Jose, California 95134 and
its telephone number is (408) 577-1053.
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the number of shares of the Company's common stock
each owned prior to this offering, 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 Stock Shares Shares Owned
Owned Prior to Being after
Selling Shareholder the Offering Offered Completion
------------------- ------------ -------
(1) of the
--- ------
Offering
--------
W.H.I. Growth Fund, L.P. 0 45,000 0
Pittway Corp. Pension 0 26,300 0
Plan
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AptarGroup, Inc. Master 0 3,700 0
Pension Trust
Roxanne H. Frank Trust 0 20,000 0
Harris Foundation 0 15,000 0
Irving Harris Foundation 0 5,000 0
A
Irving Harris Foundation 0 5,000 0
B
Couderay Partners 0 20,000 0
Harris Family Trust 0 6,000 0
Evelyn Nathanson Trust 0 4,000 0
Acorn Fund 58,900 170,000 58,900
Oregon State Treasury 0 30,000 0
Leonard E. Schuster 0 15,000 0
Michael Klebanoff 0 10,000 0
James D. Dunning, Jr. 0 15,000 0
Frank Argano 0 20,000 0
G.B. Harvey 0 15,000 0
Donald J. Donahue 0 15,000 0
Starfin International 0 5,000 0
J. Bryan 0 20,000 0
Y. Moser 0 20,000 0
Target Investors 0 15,000 0
Bankers Trust Co. as 0 126,000 0
Trustee for Chrysler
Employee #1 Pension
Plan U/A dated
4/1/89
State Street Bank as 0 72,000 0
Custodian for General
Electric Pension Trust
Mellon Bank N.A. as 0 21,000 0
Trustee for NYNEX
Master Pension Trust
dated 1/1/84
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Shares of
Common Stock Shares Shares Owned
Owned Prior to Being after
Selling Shareholder the Offering Offered Completion
------------------- ------------ -------
(1) of the
--- ------
Offering
--------
Chase Manhattan Bank, 0 81,000 0
N.A. as Trustee for
IBM Corp. Retirement
Plan Trust dated
12/18/45
WPG Tudor Fund 13,000 50,000 13,000
WPG Growth Fund 0 25,000 0
Spelman College 0 5,000 0
Julliard School Endowment 0 5,000 0
Minnesota State Board of 0 50,000 0
Investment
GTE Service Corporation 0 50,000 0
Allied-Signal Inc. 0 15,000 0
Craig Drill Capital L.P. 0 133,000 0
Heritage Small Cap Fund 0 50,000 0
Comdisco Foundation 0 20,000 0
Michael D. Mintz Trust 0 10,000 0
U/A dated 8/12/92
Nanette Scofield 0 10,000 0
Andrew L. Turner, Trustee 0 10,000 0
U/A
dated 6/24/88
Thermo Opportunity Fund 38,700 15,000 38,700
UBS Aarau 0 3,500 0
Peter E. Waelli 0 5,000 0
GESICO International Ltd. 0 50,000 0
Bank Julius Baer & Co. 0 27,000 0
Ltd., Zurich
Henry Schroder Bank AG 20,000 30,000 20,000
Credit Suisse First 25,000 25,000 25,000
Boston, Zurich
Les Fils Dreyfus & Cie, 0 20,000 0
S.A., Banquiers
Clariden Bank 0 10,000 0
Lehman Brothers Inc. 0 100,000 0
Seligman Frontier Fund, 0 250,000 0
Inc.
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The Shares are being registered to permit pubic secondary
trading of the Shares from time to time by the Selling
Shareholders. The Shares were originally acquired by the Selling
Shareholders from the Company in a private placement of
securities on March 24, 1997. In connection with such
acquisition, 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 Shareholder) in connection with the registration and sale
of the Shares being offered by the Selling Shareholders. See
"Sale of Shares." The Company intends 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 registered
thereunder have been sold pursuant thereto or until, by reason of
Rule 144(k) of the Commission under the Securities Act or any
other rule of similar effect, the Shares are no longer required
to be registered for the sale thereof by the Selling
Shareholders.
SALE OF SHARES
The Company will not receive any of the proceeds from this
offering. The Shares offered hereby may be sold from time to
time by or for the account of any of the Selling Shareholders or
by their pledgees, donees, distributees or transferees or other
successors in interest to the Selling Shareholders. The Shares
may be sold hereunder directly to purchasers by the Selling
Shareholders in negotiated transactions; by or through brokers or
dealers in ordinary brokerage transactions or transactions in
which the broker solicits purchasers; through block trades in
which the broker or dealer will attempt to sell the Shares as
agent but may position and resell a portion of the block as
principal; transactions in which a broker or dealer purchases as
principal for resale for its own account; or through underwriters
or agents. The Shares may be sold at a fixed offering price,
which may be changed, at the prevailing market price at the time
of sale, at prices related to such prevailing market price or at
negotiated prices. Any brokers, dealers, underwriters or agents
may arrange for others to participate in any such transaction and
may receive compensation in the form of discounts, commissions or
concessions from the Selling Shareholders and/or the purchasers
of the Shares. Each Selling Shareholder will be responsible for
payment of any and all commissions to brokers.
The aggregate proceeds to any Selling Shareholder from the
sale of the Shares offered by a Selling Shareholder hereby will
be the purchase price of such Shares less any broker's
commissions.
In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold in such
jurisdiction only through registered or licensed brokers or
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dealers. In addition, in certain states the Shares may not be
sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Any Selling Shareholder and any broker-dealer, agent or
underwriter that participates with the Selling Shareholder in the
distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any
commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased
by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 28, 1996; and
(b) 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 amended.
All reports or proxy statements 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 in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any
statement contained in a document 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 modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
LEGAL MATTERS
Certain legal matters relating to the Shares offered hereby
have been passed upon for the Company by Seth H. Hoogasian,
General Counsel of Thermo Electron, Thermo Instrument and the
Company. Mr. Hoogasian owns or has the right to acquire through
exercise of stock options 6,000 shares of Common Stock, 16,737
shares of common stock of Thermo Instrument and 107,558 shares of
common stock of Thermo Electron.
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EXPERTS
The financial statements of the Company incorporated in this
Prospectus and the financial statement schedules incorporated in
the Registration Statement by reference to the Company's Annual
Report on Form 10-K for the year ended December 28, 1996 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 herein
and therein 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 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
------
Securities and Exchange Commission $7,804.18
registration fee .........................
Legal fees and expenses .................. 5,000.00
Accounting fees and expenses ............. 5,000.00
Miscellaneous ............................ 195.82
Total ............................... $18,000.00
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 officers and directors 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 16. Exhibits.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(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 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;
p rovided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3,
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.
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(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.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the
registration statement to include any financial
statements required by Rule 3-19 of this chapter
at the start of any delayed offering or throughout
a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided , that
the registrant includes in the prospectus, by
means of a post-effective amendment, financial
statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure
that all other information in the prospectus is at
least as current as the date of those financial
statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to
include financial statements and information
required by Section 10(a)(3) of the Act or Rule
3-19 of this chapter if such financial statements
and information are 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 Form F-3.
(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 herein, 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
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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 hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waltham, Commonwealth of Massachusetts, on this 1st
day of April, 1997.
THERMOQUEST CORPORATION
By: /s/ Dr. Richard W.K. Chapman
--------------------------------
Dr. Richard W.K. Chapman
President and Chief Executive
Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of
ThermoQuest Corporation hereby appoints John N. Hatsopoulos, Paul
F. Kelleher, Jonathan W. Painter, Seth H. Hoogasian and Sandra L.
Lambert, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
/s/ Dr. Richard W.K. Chapman President and Chief April 1, 1997
------------------------------
Dr. Richard W.K. Chapman Executive Officer
/s/ John N. Hatsopoulos Vice President
-------------------------------
John N. Hatsopoulos (Chief Finan-
cial Officer) April 1, 1997
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/s/ Paul F. Kelleher Chief Accounting
------------------------------
Paul F. Kelleher Officer April 1, 1997
/s/ Arvin H. Smith Chairman of the
-------------------------------
Arvin H. Smith Board and Director April 1, 1997
/s/ Dr. George N. Hatsopoulos Director April 1, 1997
--------------------------------
Dr. George N. Hatsopoulos
/s/ Frank Jungers Director April 1, 1997
--------------------------------
Frank Jungers
/s/ Anthony J. Pellegrino Director April 1, 1997
--------------------------------
Anthony J. Pellegrino
Director April 1, 1997
-----------------------
Dr. Michael E. Porter
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
4 Specimen Common Stock Certificate (incorporated by
reference from the corresponding exhibit to the
Registrant's Registration Statement on Form S-1
(Commission File No. 333-00276))
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)
-----------------------
AA970800047
EXHIBIT 5
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
April 1, 1997
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-3 Relating to
1,768,500 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, on Form S-3 (the "Registration Statement"), of
1,768,500 shares of the Company's Common Stock, $.01 par value
per share (the "Shares"), which may from time to time be sold by
certain shareholders of the Company.
I or a member of my 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
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 investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly authorized by the Company and are
validly issued, fully paid and non-assessable.
PAGE
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement, including any amendments thereto,
and to the use of my name under the caption "Legal Matters" in
the prospectus constituting a part thereof.
Sincerely,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-3 of our reports dated February 11, 1997, included in or
incorporated by reference into ThermoQuest Corporation's Annual
Report on Form 10-K for the year ended December 28, 1996, and to
all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-----------------------
Boston, Massachusetts
