As filed with the Securities and Exchange Commission on
April 2, 1997
Registration No. 333-10055
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO FORM S-1
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)
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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. [ ]
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
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
5,833,333 Shares
THERMOQUEST CORPORATION
Common Stock
This Prospectus relates to 5,833,333 shares (the "Shares")
of Common Stock, par value $.01 per share (the "Common Stock"),
of ThermoQuest Corporation (the "Company"), issuable upon
conversion of $96,250,000 principal amount of the Company's
outstanding 5% Convertible Subordinated Debentures due 2000 (the
"Debentures"). The Debentures are convertible, at the option of
the holder (a "Selling Shareholder"), at a conversion price of
$16.50 per share, subject to adjustment for certain events. The
Shares may be offered 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. 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
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registered hereby. The Company has agreed to indemnify the
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 Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and there can be no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
amount of the Shares that will be held by the Selling
Shareholders after completion of this offering. To the best of
the Company's knowledge, none of the Selling Shareholders
currently owns any shares of Common Stock.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
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Shareholders, other than Thermo Electron, had any material
relationship with the Company within the three year period ending
on the date of this Prospectus.
The names of the Selling Shareholders, the principal amount
of Debentures held by each of them, and the number of shares into
which such Debentures are convertible are set forth below.
Number of
Principal Shares
Name Amount into which
----
of Debentures
--
Debentures are
---------- ---
Convertible(1)
--------------
Akkad & Co. $1,500,000 90,909
Atwell & Co. 1,590,000 96,362
Auer & Co. 800,000 48,484
Bear Stearns Securities Corp. 2,446,000 148,241
Bost & Co. 7,100,000 430,302
Catamaran & Co. 1,160,000 70,303
Comdisco Foundation 200,000 12,121
Cudd & Co. 700,000 42,424
Darier Hentsch Private Bank & 500,000 30,303
Trust Ltd.
DeckAnchor & Co. 750,000 45,454
DeepNet & Co. 150,000 9,090
Ell & Co. 400,000 24,242
Forbank & Co. 2,741,000 166,121
Fuelship & Co. 405,000 24,545
Gerlach & Co. 1,560,000 94,545
Hare & Co. 11,720,000 710,303
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J. Romeo & Co. 5,570,000 337,575
Kane & Co. 400,000 24,242
Lehman Brothers Inc. 6,000,000 363,636
Number of
Principal Shares
Name Amount into which
---- of Debentures
Debentures are
----------- ---
Convertible(1)
--------------
Loco & Co. 1,050,000 63,636
Loews Corporation 500,000 30,303
Muico & Co. 3,594,000 217,818
Northman & Co. 600,000 36,363
Pitt & Co. 2,485,000 150,606
Polly & Co. 200,000 12,121
Nicholas Pontikees as Trustee 150,000 9,090
for the William
Pontikes Family Trust U/A
dated 6/21/85
William Pontikes 150,000 9,090
Salkeld & Co. 935,000 56,666
Tamarack & Co. 1,905,000 115,454
Terrapin & Co. 290,000 17,575
Thermo Electron Corporation 10,000,000 606,060
ABN Amro Bank (Schweiz) 125,000 7,575
Agen & Co. 500,000 30,303
Alexandria Oeanic Corp. 200,000 12,121
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Aries Trading Limited 200,000 12,121
Artistic Investments Ltd. 250,000 15,151
Bank J. Vontobel & Co. AG 100,000 6,060
Bank of Butterfield 50,000 3,030
Bank of Montreal 250,000 15,151
Bank Sarasin et Cie 525,000 31,818
Bank Nationale de Paris 225,000 13,636
(Suisse) S.A.
Bober & Co. 10,365,000 628,181
Boyd & Co. 1,000,000 60,606
C.D.C./E.T. 169,000 10,242
C.O. Nominees Limited 250,000 15,151
Catherine Cartalis and 80,000 4,848
Angeliki Verriopoulou
The Chicago Corporation 60,000 3,636
Alexandros Chryssis 50,000 3,030
Comar Inc. 250,000 15,151
Compagnie de Gestion et de 250,000 15,151
Banque Gonet SA
Coutts & Co. 100,000 6,060
Credit Agricole Luxembourg 350,000 21,212
Credit Suisse Geneva 1,000,000 60,606
Darier Hentsche et Cie, Geneva 3,275,000 198,484
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Number of
Principal Shares
Name Amount into which
---- of Debentures
Debentures are
----------- ---
Convertible(1)
--------------
Dimitrios and Konstantinos 200,000 12,121
Maratsinos
Dimitrios Diakopoulos and 50,000 3,030
Efimia Chryssis
Dimitris, Petros & Marios 170,000 10,303
Nomikos
The Dora Razis 1981 Trust 50,000 3,030
Dresdner Securities USA Inc. 25,000 1,515
Efal Investment Co. 460,000 27,878
Egger & Co. 555,000 33,636
Forvest A/C Lloyds 25,000 1,515
Gamma Co. Ltd. 100,000 6,060
Hare & Co. 1,005,000 60,909
Hellenic Mutual Fund of 100,000 6,060
International Investments
Heritage Finance 25,000 1,515
George & Aristea Kambanis 100,000 6,060
Leung Ltd. 100,000 6,060
Morgan Guaranty Trust Co. 50,000 3,030
MSS Nominees Limited 700,000 42,424
NatWest New York 550,000 33,333
Oddo et Cie 100,000 6,060
Orsenna Ltd. 50,000 3,030
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Pavlos & Kalliopi Perratis 50,000 3,030
The Razis Revocable Trust 100,000 6,060
Raytor & Co. 40,000 2,424
Rush & Co. 3,645,000 220,909
Pavlos & Efstathia 100,000 6,060
Servetopoulos
Spume & Co. 100,000 6,060
Swiss America Securities 550,000 33,333
TFinn & Co. 25,000 1,515
Vasiolios & Ireni Lezos 50,000 3,030
---------- --------------
$96,250,000 5,833,333
TOTAL
(1) Share amounts set forth in the table do not include
fractional amounts which will be cashed out at the time of
any conversion of Debentures into Shares.
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; throughblock 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
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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
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
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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. As of the date of such opinion, Mr. Hoogasian owned or
had the right to acquire through exercise of stock options 6,000
shares of Common Stock, 16,738 shares of common stock of Thermo
Instrument and 115,928 shares of common stock of Thermo Electron.
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 $30,299
registration fee .............................
Legal fees and expenses ...................... 10,000
Accounting fees and expenses ................. 10,000
Miscellaneous ................................ 9,701
--------
Total ................................... $60,000
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 Post-Effective Amendment No. 1 to
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*
-----------------------------------
rd W.K. Chapman*
-
Dr. Richard W.K. Chapman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to 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 Financial April 1, 1997
Officer)
/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 April 1, 1997
Director
/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
/s/ Dr. Michael E. Porter* Director April 1, 1997
-------------------------------
Dr. Michael E. Porter
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* The undersigned Sandra L. Lambert, by signing her name
hereto, does hereby execute this Post-Effective Amendment No. 1
to Registration Statement 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 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)
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* Previously filed as part of this registration statement.
AA970760037
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
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Boston, Massachusetts
