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 15, 1997
________________________________________
THERMO OPTEK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-11757 04-3283973
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
8E Forge Parkway
Franklin, Massachusetts 02038
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 5. Other Events
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On July 15, 1997, Thermo Optek Corporation (the "Company") issued a
press release, attached hereto as Exhibit 99, to announce that it had
agreed in principle to purchase Spectronic Instruments, Inc. and VG Systems
Limited from Thermo Instruments Systems Inc., the Company's parent
corporation, for approximately $41 million and $49 million, respectively,
subject to post-closing adjustments.
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: not applicable.
(b) Pro Forma Combined Condensed Financial Information: not
applicable.
(c) Exhibits
99 Press Release of the Company, dated July 15, 1997
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 21st day of July 1997.
THERMO OPTEK CORPORATION
By: /s/ Melissa F. Riordan
----------------------
Melissa F. Riordan
Treasurer
AA972020034
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EXHIBIT 99
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Investor Contact: 617-622-1111
Media Contact: 617-622-1252
THERMO OPTEK PLANS TO ACQUIRE SPECTRONIC INSTRUMENTS AND VG SYSTEMS FROM
THERMO INSTRUMENT SYSTEMS
WALTHAM, Mass., July 15, 1997 -- Thermo Optek Corporation (ASE-TOC)
announced today that the boards of directors of Thermo Optek and Thermo
Instrument Systems Inc. (ASE-THI) have agreed in principle on the sale of
Spectronic Instruments, Inc. and VG Systems Limited to Thermo Optek for
approximately $41 million and $49 million, respectively, subject to
post-closing adjustments. The purchase price for the transactions will be
paid in a combination of cash, the assumption of debt, and/or the issuance
of Thermo Optek common stock. Spectronic Instruments is a wholly owned
subsidiary of Life Sciences International, which was acquired in March 1997
by Thermo Instrument, the majority owner of Thermo Optek. VG Systems is a
wholly owned subsidiary of Thermo Instrument and was acquired in March 1996
as part of Thermo Instrument's acquisition of certain businesses within the
Scientific Instruments Division of Fisons plc.
Spectronic Instruments is a supplier of UV/Vis spectrophotometers and
accessories, fluorescence instruments, and precision-ruled and holographic
gratings for industrial and educational markets worldwide. Based in
Rochester, New York, the company has a distinguished history dating back to
the 1950s with the development of the first easy-to-use, low-cost
spectrophotometer, the Spectronic 20. This product later became the
industry standard for spectrophotometry. The company's Richardson Grating
Laboratory operation is a leading supplier of ruled gratings to the
analytical instrument and astronomical telescope markets. Spectronic
reported 1996 revenues of $30 million.
VG Systems Limited manufactures instrumentation and equipment for
material and surface science analysis. This U.K.-based company consists of
four major operating divisions: VG Scientific (analytical instruments for
elemental, chemical, and spatial analysis), VG Semicon (molecular beam
epitaxy systems for semiconductor production), VG Microtech
(ultrahigh-vacuum surface science instruments), and Vacuum Generators
(vacuum components and systems). In addition to these four divisions, VG
Systems also encompasses VG Broadcast, a small division that supplies
teletext systems for closed- caption television applications. VG Systems
reported 1996 revenues of $62 million.
"We are excited about the potential of both of these acquisitions and
want to welcome our new employees to the Thermo Optek family," said Dr.
Robert J. Rosenthal, president and chief operating officer of Thermo Optek.
"The acquisition of Spectronic Instruments is an important step in
expanding our presence in the field of ultraviolet/visible spectrometry, as
well as enhancing our molecular spectroscopy product offerings. VG Systems
strengthens our position in the materials science market, particularly in
the production of semiconductor thin films. With this acquisition, we will
establish materials science as a separate division alongside our molecular,
elemental liquids, elemental solids, and photonics operations."
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These transactions are subject to several conditions, including
completion by Thermo Optek of its due diligence investigations and the
negotiation of a mutually satisfactory definitive agreement. Due to Thermo
Optek's majority ownership by Thermo Instrument Systems, for accounting
purposes, after the execution of a definitive agreement, the Spectronic
Instruments acquisition will be deemed effective as of March 12, 1997, and
the VG Systems acquisition will be deemed effective as of March 29, 1996,
the dates that Thermo Instrument Systems purchased these companies.
Thermo Optek Corporation is a worldwide leader in the development,
manufacture, and marketing of analytical instruments that utilize a range
of optical spectroscopy techniques. These instruments are used in the
quantitative and qualitative chemical analysis of elements and molecular
compounds in a wide variety of solids, liquids, and gases. Thermo Optek is
a subsidiary of Thermo Instrument Systems Inc., a Thermo Electron company.
More information is available at http://www.thermo.com/subsid/toc.html on
the Internet.
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 are set forth under the caption "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for
the year ended December 28, 1996. These include uncertainties relating to
competition, technological change and new-product development; intellectual
property rights and litigation; dependence on certain key industries and
uncertainties associated with governmental regulation of such industries;
and risks associated with the company's acquisition strategy and
international operations.
