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):
December 10, 1998
----------------------------------------
THERMO SENTRON INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-14254 41-1827303
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
501 90th Avenue NW
Minneapolis, Minnesota 55433
(Address of principal executive offices) (Zip Code)
(612) 783-2589
(Registrant's telephone number
including area code)
<PAGE>
This Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the year ended January 3, 1998.
These include risks and uncertainties relating to: government regulation and
approvals, the impact of technological change and competitive products and
pricing, technology and product development, international operations, the
Registrant's acquisition strategy, and the potential impact of the year 2000 on
processing date-sensitive information.
Item 5. Other Events
On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's ultimate parent corporation, issued a press release regarding an
update to the proposed corporate reorganization, announced on August 12, 1998,
involving certain of Thermo Electron's subsidiaries, including the Registrant.
The press release stated, among other things, that the Registrant will not
be combined with ONIX Systems Inc. and Metrika Systems Corporation, two
majority-owned, publicly traded subsidiaries of Thermo Instrument Systems Inc.,
to form a new sensor and process control company as had been announced on August
12. In addition, the press release stated that Thermedics Inc. ("Thermedics"),
the Registrant's parent corporation, will transfer its shares of the Registrant
to Thermo Electron as part of an exchange for Thermo Electron's wholly owned
biomedical group, but that such shares of the Registrant will not then be
transferred to Thermo Instrument, as had been announced on August 12. The press
release further stated that the Registrant will be taken private and become a
wholly owned subsidiary of Thermo Electron. Shareholders of the Registrant will
receive cash in exchange for their shares of the Registrant's common stock.
The completion of the transactions described above as they relate to the
Registrant is subject to numerous conditions, including the establishment of
prices and exchange ratios, confirmation of anticipated tax consequences,
approval by the directors of each of the Registrant, Thermedics and Thermo
Electron, (including the independent directors of the Registrant and
Thermedics), negotiation and execution of definitive agreements, clearance by
the Securities and Exchange Commission of any necessary documents in connection
with the proposed transactions, and fairness opinions from investment banking
firms on certain financial aspects of the transactions.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
<PAGE>
SIGNATURE
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 10th day of December, 1998.
THERMO SENTRON INC.
By:/s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
