<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File Number 000-22909
----------
STERIGENICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3323502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4020 Clipper Court Fremont, CA 94538-6540
(Address of principal (Zip Code)
executive offices)
(510) 770-9000
(Registrant's telephone number, including area code)
----------
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days
YES [X] NO [ ]
CLASS OUTSTANDING AS OF: DECEMBER 31, 1997
Common Stock 6,939,846
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This amendment amends the Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on February 12, 1998 by the Registrant. The
cover page and Item 2 have been amended.
PART II: OTHER INFORMATION
Item 2. Changes in Securities
On December 31, 1997, the Registrant acquired certain assets of the
Nicolet Electron Services Division of ThermoSpectra Corporation
("ThermoSpectra"). In connection with such acquisition the Registrant issued
109,307 shares of common stock.
This transaction was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended. The transaction was privately negotiated and
ThermoSpectra is an accredited investor. No public offering or public
solicitation was used by the Registrant in the placement of these securities.
<PAGE> 3
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.
STERIGENICS INTERNATIONAL, INC.
March 4, 1998 /s/ JAMES E. WILLIAMS
- ---------------------- ----------------------------------------------
Date James E. Williams,
Senior Vice President of Finance
and Administration and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
