SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
July 30, 1997
________________________________________
THERMOQUEST CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-14262 77-00407461
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
355 River Oaks Parkway
San Jose, California 95134
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
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On July 30, 1997, ThermoQuest Corporation (the "Company") entered into
an agreement to acquire three business units within the Laboratory Products
Group (the "Laboratory Products Businesses") of the Life Sciences
International PLC subsidiary ("Life Sciences") of Thermo Instrument Systems
Inc. ("Thermo Instrument"), the Company's majority owner. The Company also
agreed to acquire Life Sciences' Hypersil operations ("Hypersil"). In
March 1997, Thermo Instrument acquired approximately 95% of the outstanding
shares of Life Sciences, a London Stock Exchange-listed company.
Subsequently, Thermo Instrument acquired the remaining shares of Life
Sciences' capital stock. The Laboratory Products Businesses develop,
manufacture and distribute laboratory equipment to the research and
analytical chemistry laboratory marketplace. Hypersil manufactures liquid
chromatography media and columns used in high performance liquid
chromatography in the pharmaceutical, food and beverage, chemical
production, and forensic science markets.
The aggregate purchase price for the Laboratory Products Businesses
and Hypersil is approximately $160.1 million, and represents the sum of the
net tangible book value of the acquired businesses at June 28, 1997 plus a
percentage of Thermo Instrument's total goodwill associated with its
acquisition of Life Sciences, based on the 1996 revenues of the acquired
businesses relative to Life Sciences' 1996 consolidated revenues. The
purchase price for the Laboratory Products Businesses and Hypersil is
subject to a post-closing adjustment based on final determination of the
net tangible book value of the acquired businesses and a final calculation
of Thermo Instrument's total goodwill associated with the acquisition of
Life Sciences.
The acquisition is being made pursuant to an Asset and Share Purchase
Agreement dated as of July 30, 1997 (the "Agreement"), between the Company
and Thermo Instrument. The aggregate purchase price for the Laboratory
Products Businesses and Hypersil consists of (i) $107.0 million in cash,
(ii) 1,000 shares of common stock of the Company and (iii) and the
assumption of $53.1 million of debt payable to Thermo Instrument.
Because the Company, the Laboratory Products Businesses and Hypersil
were deemed for accounting purposes to be under control of their common
majority owner, Thermo Instrument, the transaction has been accounted for
in a manner similar to a pooling of interests. Accordingly, the Company's
financial statements include the results of the Laboratory Products
Businesses and Hypersil from March 12, 1997, the date these businesses were
acquired by Thermo Instrument.
In connection with the acquisition of the Laboratory Products
Businesses and Hypersil, the Company is in the process of restructuring the
acquired businesses. This restructuring is expected to include reductions
in staffing levels, abandonment of excess facilities, and possible other
costs associated with exiting certain activities of the acquired
businesses. Except as set forth above, the Company has no present
intention to use the assets of the Laboratory Products Businesses and
Hypersil for purposes materially different from the purposes for which such
assets were used prior to the acquisition. However, the Company will
continue to review such businesses' assets, corporate structures,
capitalizations, operations, properties, policies, managements and
personnel and, upon completion of this review, may develop additional or
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alternative plans or proposals, including mergers, transfers of a material
amount of assets or other additional transactions or changes relating to
such businesses.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: Information
meeting the requirements of this Item 7(a) will be filed by
amendment within the time period permitted by Item 7(a)(4) of
Form 8-K.
(b) Pro Forma Combined Condensed Financial Information:
Information meeting the requirements of this Item 7(b) will
be filed by amendment within the time period permitted by
Item 7(a)(4) of Form 8-K.
(c) Exhibits
2. Asset and Share Purchase Agreement dated as of July 30,
1997, among ThermoQuest Corporation and Thermo
Instrument Systems Inc. (incorporated by reference
herein from Exhibit 2 to the Company's Quarterly Report
on Form 10-Q for the Quarter ended June 28, 1997).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, on this 13th day of August,
1997.
THERMOQUEST CORPORATION
By: /s/ Melissa F. Riordan
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Melissa F. Riordan
Treasurer
AA972170037
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