SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Thermo Sentron Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 41-1827303
-------- -----------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
501 90th Avenue, NW, Minneapolis, Minnesota 55433
- ------------------------------------------- ------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ______________ (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
------------------- -------------------------------
Common Stock, par value American Stock Exchange
$0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
-----
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Thermo Sentron Inc. (the "Corporation")
consists of 30,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock"). The following description of the capital stock of the
Corporation is qualified in its entirety by reference to the Corporation's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
and Bylaws (the "Bylaws"), copies of which have been filed with the Securities
and Exchange Commission.
Common Stock
Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. There are no cumulative voting rights. The
holders of Common Stock have no preemptive rights or rights to convert their
Common Stock into any other securities. At all meetings of stockholders of the
Corporation, all questions, except as otherwise expressly provided for by
statute, the Certificate of Incorporation or the Bylaws, shall be determined by
a majority vote of the stockholders present in person or represented by proxy.
The Common Stock is not subject to redemption. Upon any liquidation,
distribution or sale of assets, dissolution or winding up of the Corporation,
the holders of Common Stock are entitled to share pro rata in the assets of the
Corporation available for distribution after provision for the payment of
creditors. The outstanding shares of Common Stock are fully paid and
nonassessable. There are no restrictions on transferability contained in the
Certificate of Incorporation or Bylaws. Holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. The Common Stock is listed on the American
Stock Exchange. Thermedics Inc. ("Thermedics") and Thermo Electron Corporation
("Thermo Electron") together beneficially own a majority of the Common Stock,
and thus have the power to elect all of the members of the Corporation's Board
of Directors.
Certain Charter, ByLaw and Statutory Provisions
The ownership of a majority interest in the Corporation by Thermedics and
Thermo Electron, either alone or in combination with certain provisions,
described below, of the Certificate of Incorporation, the Bylaws and Section 203
of the General Corporation Law of the State of Delaware (discussed below), could
have the effect of delaying, deferring or preventing a change in control of the
Corporation.
The Bylaws provide that special meetings of stockholders may be called
only by the Corporation's Board of Directors or certain officers. Stockholders
are not authorized by the Bylaws to call a special meeting or to require that
the Board of Directors call a special meeting of stockholders.
The Certificate of Incorporation includes a provision eliminating the
liability of its directors to the Corporation or to its stockholders for money
damages, to the extent permitted by Delaware law. In addition, both the
Certificate of Incorporation and Bylaws contain provisions providing for the
indemnification of the Corporation's officers and directors to the maximum
extent permitted by Delaware law from claims, liabilities and expenses to which
they may be or become liable by reason of their being officers or directors of
the Corporation.
<PAGE>
Section 203 of Delaware General Corporation Law
The Corporation is subject to Section 203 of the General Corporation Law
of the State of Delaware ("Section 203"), which generally prohibits any Delaware
corporation that has a class of securities listed on a national securities
exchange or more than 2,000 stockholders of record from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the time of the transaction in which the person becomes an interested
stockholder, unless either (i) the interested stockholder obtains the approval
of the Board of Directors prior to becoming an interested stockholder, (ii) the
interested stockholder owned 85% of the outstanding voting stock of the
corporation (excluding shares held by certain affiliates of the corporation) at
the time he became an interested stockholder or (iii) the business combination
is approved by both the Board of Directors and the holders of two-thirds of the
outstanding voting stock of the corporation (excluding shares held by the
interested stockholder), voting at an annual or special meeting of the
stockholders and not acting by written consent. An "interested stockholder"
generally is a person who, together with affiliates and associates, owns (or at
any time within the prior three years did own) 15% or more of the corporation's
outstanding voting stock. A "business combination" includes mergers,
consolidations, stock sales, asset sales and other transactions involving the
corporation or any direct or indirect majority-owned subsidiary of the
corporation that results in a financial benefit to the interested stockholder.
The failure of a person becoming an interested stockholder of the
Corporation to obtain the consent of the Corporation's Board of Directors and/or
stockholders (other than the interested stockholder), could result in the
interested stockholder finding it difficult to manage the business of the
Corporation. This need to acquire consent of the Corporation's Board of
Directors and/or stockholders for Section 203 purposes imposes a substantial
burden on a potential acquiror and could therefore act as an anti-takeover
device.
Notwithstanding the foregoing, business combinations with Thermedics,
Thermo Electron and their affiliates are not subject to the provisions of
Section 203.
Item 2. Exhibits.
1. Certificate of Incorporation, as amended, of the Corporation (filed as
Exhibit 3.1 to the Corporation's Registration Statement on Form S-1 [Reg. No.
333-806] and incorporated herein by reference).
2. Bylaws of the Corporation (filed as Exhibit 3.2 to the Corporation's
Registration Statement on Form S-1 [Reg. No. 333-806] and incorporated herein by
reference).
3. Specimen Common Stock Certificate (filed as Exhibit 4 to the
Corporation's Registration Statement on Form S-1 [Reg. No. 333-806] and
incorporated herein by reference).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
THERMO SENTRON INC.
By: /s/ Theo Melas-Kyriazi
-------------------------------
Theo Melas-Kyriazi
Chief Financial Officer
Date: September 17, 1999
