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 30, 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 2. Acquisition or Disposition of Assets
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On July 30, 1997, Thermo Optek Corporation (the "Company") entered into
an agreement to acquire Spectronic Instruments Inc. ("Spectronic") and VG
Systems Limited ("VG Systems") from Thermo Instrument Systems Inc. ("Thermo
Instrument"), the Company's majority owner.
Spectronic, a supplier of UV/VIS spectrophotometers and accessories,
fluorescence instruments, and precision-ruled and holographic gratings for
industrial and educational markets, is a subsidiary of the Life Sciences
International PLC subsidiary ("Life Sciences") of Thermo Instrument. In
March 1997, Thermo Instrument acquired approximately 95% of the outstanding
shares of Life Sciences, a London Stock Exchange-listed company.
Subsequently, Thermo Instrument acquired the remaining shares of Life
Sciences' capital stock. VG Systems, a manufacturer of instrumentation and
equipment for material and surface science analysis, was acquired by Thermo
Instrument in March 1996, as part of the acquisition of a substantial
portion of the businesses comprising the Scientific Instruments Division of
Fisons plc ("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer,
Inc.
The purchase price for Spectronic is approximately $43.0 million, and
represents the sum of the net tangible book value of Spectronic at June 28,
1997 plus a percentage of Thermo Instrument's total goodwill associated
with its acquisition of Life Sciences, based on the 1996 revenues of
Spectronic relative to Life Sciences' 1996 consolidated revenues. The
purchase price for Spectronic is subject to a post-closing adjustment based
on final determination of the net tangible book value of Spectronic and a
final calculation of Thermo Instrument's total goodwill associated with the
acquisition of Life Sciences.
The purchase price for VG Systems is approximately $45.5 million, and
was based on the net tangible book value of VG Systems at June 28, 1997
plus a pro rata allocation of Thermo Instrument's total cost in excess of
net assets of acquired companies recorded in connection with the
acquisition of the Fisons businesses. The purchase price for VG Systems is
subject to a post-closing adjustment based on the difference between the
value of the net tangible assets of the Fisons businesses as shown on the
closing balance sheet dated as of March 29, 1996 and a target net tangible
asset value provided for in the acquisition agreement between Thermo
Instrument and Fisons.
The acquisitions are being made pursuant to a Share Purchase Agreement
dated as of July 30, 1997, between the Company and Thermo Instrument. The
aggregate purchase price for Spectronic and VG Systems consists of (i)
$66.3 million in cash, (ii) 1,000 shares of common stock of the Company and
(iii) and the assumption of $19.6 million of debt payable to Thermo
Instrument.
Because the Company, Spectronic and VG Systems were deemed for
accounting purposes to be under control of their common majority owner,
Thermo Instrument, the transactions have been accounted for in a manner
similar to a pooling of interests. Accordingly, the Company's financial
statements include the results of Spectronic from March 12, 1997, the date
Spectronic was acquired by Thermo Instrument, and include the results of VG
Systems from March 29, 1996, the date VG Systems was acquired by Thermo
Instrument.
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In connection with the acquisition of the Spectronic and VG Systems,
the Company is in the process of restructuring the acquired businesses.
This restructuring is expected to include reductions in staffing levels,
abandonment of excess facilities, and possible other costs associated with
exiting certain activities of the acquired businesses. Except as set forth
above, the Company has no present intention to use the assets of Spectronic
and VG Systems for purposes materially different from the purposes for
which such assets were used prior to the acquisition. However, the Company
will continue to review such businesses' assets, corporate structures,
capitalizations, operations, properties, policies, managements and
personnel and, upon completion of this review, may develop additional or
alternative plans or proposals, including mergers, transfers of a material
amount of assets or other additional transactions or changes relating to
such businesses.
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: Information
meeting the requirements of this Item 7(a) will be filed by
amendment within the time period permitted by Item 7(a)(4) of
Form 8-K.
(b) Pro Forma Combined Condensed Financial Information:
Information meeting the requirements of this Item 7(b) will
be filed by amendment within the time period permitted by
Item 7(a)(4) of Form 8-K.
(c) Exhibits
2. Share Purchase Agreement dated as of July 30, 1997,
between Thermo Optek Corporation and Thermo Instrument
Systems Inc. (incorporated by reference herein from
Exhibit 2 to the Company's Quarterly Report on Form
10-Q for the Quarter ended June 28, 1997).
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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 13th day of August,
1997.
THERMO OPTEK CORPORATION
By: /s/ Melissa F. Riordan
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Melissa F. Riordan
Treasurer
AA972240014
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