SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
March 30, 2000
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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)
(781) 622-1000
(Registrant's telephone number
including area code)
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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 include those
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
company's annual report on Form 10-K for the year ended January 1, 2000. These
include risks and uncertainties relating to: international operations,
government regulation and approvals, competition, the company's acquisition
strategy, the impact of technological change and new products, potential
fluctuation in quarterly performance, and the company's cash management
arrangement with Thermo Electron.
Item 5. Other Events
On March 31, 2000, the Registrant issued a press release, attached hereto
as Exhibit 99, regarding the previously announced tender offer for its shares of
common stock, $.01 par value per share, by its parent corporation, Thermedics
Inc.
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
99 Press Release dated March 31, 2000.
<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 31st day of March, 2000.
THERMO SENTRON INC.
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
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Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Cash Tender Offer for Thermo Sentron Completed
MINNEAPOLIS, Minn., March 31, 2000 - Thermo Sentron Inc. (ASE-TSR), a Thermo
Electron company, announced today that its parent company, Thermedics Inc.
(ASE-TMD), has successfully completed its cash tender offer of $15.50 per share
for any and all outstanding shares of Thermo Sentron common stock.
The offer and withdrawal rights expired at midnight on Thursday, March 30,
2000. Based on the preliminary report of the depositary for the offer, American
Stock Transfer & Trust Company, approximately 1,144,000 Thermo Sentron shares
were tendered. This brings Thermedics' and Thermo Electron's combined equity
ownership in Thermo Sentron to approximately 98.6 percent. Thermedics expects to
complete the spin-in of Thermo Sentron by Tuesday, April 4, through a short-form
merger. The short-form merger does not require Thermo Sentron board or
shareholder approval.
Shareholders who tendered their shares in the tender offer will receive
payment for their shares shortly. Shareholders who did not tender their shares
will also receive $15.50 per share in the short-form merger. Information
outlining what steps these Thermo Sentron shareholders must take to obtain
payment will be mailed within a week to 10 days.
The complete terms and conditions of the tender offer are set forth in the
offer to purchase, letter of transmittal, and other related materials, which
were filed with the Securities and Exchange Commission on March 3, 2000.
Thermo Sentron Inc. develops, manufactures, and markets high-speed
precision-weighing and inspection equipment for packaging lines in the food,
pharmaceutical, mail order, and other industries, as well as for industries
using bulk materials. The company's products for the packaged-goods market
include checkweighers and metal detectors. Thermo Sentron is a public subsidiary
of Thermedics Inc., another Thermo Electron company. More information is
available on the Internet at http://www.thermo.com/subsid/tsr1.html.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release 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 include those set forth under the heading
"Forward-looking Statements" in Exhibit 13 to the company's annual report on
Form 10-K for the year ended January 1, 2000. These include risks and
uncertainties relating to: international operations, government regulation and
approvals, competition, acquisition strategy, the impact of technological change
and new products, potential fluctuation in quarterly performance, and the
company's cash management arrangement with Thermo Electron.
