SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------------------
AMENDMENT NO. 1 ON FORM 10-K/A
TO FORM 10-K
(mark one)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
- ----- Act of 1934
- ----- Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-11757
THERMO OPTEK CORPORATION
(Exact name of Registrant as specified in its character)
Delaware 04-3283973
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 E. Forge Parkway
Franklin, Massachusetts 02038
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b)of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -----------------------
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark 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, and (2) has been subject to the filing requirements for
at least the past 90 days. X No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 28, 2000, was approximately $33,654,000.
As of January 28, 2000, the Registrant had 51,055,798 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended January 1, 2000, are incorporated by reference into Parts I and II.
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Items 10, 11, 12 & 13 of Part III of the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 2000 are hereby amended and restated in
their entirety as follows:
Part III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Set forth below are the names of the directors, their ages, their
offices in the Corporation, if any, their principal occupation or employment for
the past five years, the length of their tenure as directors and the names of
other public companies in which such persons hold directorships. Information
regarding their beneficial ownership of the Corporation's Common Stock and of
the common stock of its parent company, Thermo Instrument Systems Inc. ("Thermo
Instrument"), a manufacturer of measurement and detection instruments, and
Thermo Instrument's parent company, Thermo Electron Corporation ("Thermo
Electron"), a provider of products and services in measurement instrumentation,
medical devices, power generation and resource recovery, is reported in Item 12
- - Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------------
Barry S. Howe Mr. Howe, 44, has been a director, president and chief
executive officer of the Corporation since October 1999.
Mr. Howe has been a vice president of Thermo Instrument
since 1994 and has been president and chief executive
officer of ThermoSpectra Corporation, a wholly-owned
subsidiary of the Corporation that supplies precision
imaging, inspection, temperature control and test and
measurement instruments, since March 1998. He was
president and chief executive officer of Thermo
BioAnalysis Corporation, a wholly owned subsidiary of
the Corporation from February 1995 to March 1998. Thermo
BioAnalysis Corporation develops, manufactures, and
supplies a broad range of products, including
biomolecular instruments and consumables, clinical
laboratory equipment and supplies, rapid, point-of-care
diagnostic test kits, and laboratory
information-management systems that are used in
biochemical research, clinical diagnosis, and
pharmaceutical production. From September 1989 to
December 1995, he served as the president of Thermo
Separation Products Inc. and its predecessor, a
manufacturer of chromatography instruments and a
subsidiary of ThermoQuest Corporation a majority owned
subsidiary of the Corporation that develops and
distributes mass spectrometers, liquid chromatographs,
gas chromatographs, and multi-instrument combinations of
these products for the pharmaceutical, environmental,
and industrial marketplaces.
- --------------------------------------------------------------------------------
Stephen R. Levy Mr. Levy, 59, has been a director of the Corporation
since November 1995. Since November 1995, Mr. Levy has
been president of The Apogee Group, Inc., a company he
founded that provides consulting services in high
technology. Mr. Levy served as chief executive officer
of BBN Corporation, a high-technology company, from 1976
to 1994 and chairman of the board form 1983 to 1995. He
retired from BBN Corporation in 1995.
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
Earl R. Lewis Mr. Lewis, 56, has been a director of the Corporation
since its inception in August 1995. He also served as
the Corporation's president from August 1995 to April
1997. He served as the chief executive officer of the
Corporation from August 1995 through January 1998. Mr.
Lewis has been president and chief executive officer of
Thermo Instrument since March 1997 and January 1998,
respectively, and was chief operating officer of Thermo
Instrument from January 1996 to January 1998. Prior to
that time, he was executive vice president of Thermo
Instrument from January 1996 to March 1997 and senior
vice president of Thermo Instrument from January 1994 to
January 1996. Mr. Lewis has been chief operating
officer, measurement and detection, of Thermo Electron
since September 1998. Prior to his appointment as chief
operating officer, measurement and detection, Mr. Lewis
served as senior vice president of Thermo Electron from
June 1998 to September 1998 and a vice president from
June 1996 to June 1998. Mr. Lewis is a director of FLIR
Systems Inc., Metrika Systems Corporation,
Spectra-Physics Lasers, Inc., SpectRx Inc., Thermo
Instrument and ThermoQuest Corporation.
- --------------------------------------------------------------------------------
Robert A. McCabe Mr. McCabe, 65, has been a director of the Corporation
since March 1996. He has been the chairman of Pilot
Capital Corporation, which is engaged in private
investments, since 1998. Mr. McCabe was the president of
Pilot Capital Corporation from 1987 to 1998. Mr. McCabe
is also a director of Atlantic Bank & Trust Company,
Borg-Warner Security Corporation, Church & Dwight
Company and Thermo Electron.
- --------------------------------------------------------------------------------
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
The board of directors has established an audit committee and a human
resources committee, each consisting solely of directors who are not employees
of the Corporation, of Thermo Electron or of any other companies affiliated with
Thermo Electron ("outside directors"). The present members of the audit
committee are Mr. Levy (Chairman) and Mr. McCabe. The audit committee reviews
the scope of the audit with the Corporation's independent public accountants and
meets with them for the purpose of reviewing the results of the audit subsequent
to its completion. The present members of the human resources committee are Mr.
Levy and Mr. McCabe (Chairman). The human resources committee reviews the
performance of senior members of management, approves executive compensation and
administers the Corporation's stock option and other stock-based compensation
plans. The Corporation does not have a nominating committee of the board of
directors. The board of directors met five times, the audit committee met twice
and the human resources committee met five times during fiscal 1999. Each
director attended at least 75% of all meetings of the board of directors and
committees on which he served that were held during fiscal 1999.
COMPENSATION OF DIRECTORS
CASH COMPENSATION
Outside directors receive an annual retainer of $4,000 and a fee of
$1,000 per meeting for attending regular meetings of the board of directors and
$500 per meeting for participating in meetings of the board of directors held by
means of conference telephone and for participating in certain meetings of
committees of the board of directors. Payment of directors' fees is made
quarterly. Mr. Lewis and Mr. Howe are both employees of Thermo Electron or its
subsidiaries and do not receive any cash compensation from the Corporation for
their services as directors. Directors are also reimbursed for out-of-pocket
expenses incurred in attending such meetings.
DEFERRED COMPENSATION PLAN
Under the Corporation's deferred compensation plan for directors (the
"Deferred Compensation Plan"), a director has the right to defer receipt of his
cash fees until he ceases to serve as a director, dies or retires from his
principal occupation. In the event of a change of control or proposed change of
control of the Corporation that is not approved by the board of directors,
deferred amounts become payable immediately. Any of the following are deemed to
be a change of control: (i) the acquisition by any person of 40% or more of the
outstanding common stock or voting securities of Thermo Electron; (ii) the
failure of the Thermo Electron board
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of directors to include a majority of directors who are "continuing directors",
which term is defined to include directors who were members of Thermo Electron's
board on July 1, 1999 or who subsequent to that date were nominated or elected
by a majority of directors who were "continuing directors" at the time of such
nomination or election; (iii) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share exchange involving Thermo
Electron or the sale or other disposition of all or substantially all of the
assets of Thermo Electron unless immediately after such transaction (a) all
holders of Thermo Electron common stock immediately prior to such transaction
own more than 60% of the outstanding voting securities of the resulting or
acquiring corporation in substantially the same proportions as their ownership
immediately prior to such transaction and (b) no person after the transaction
owns 40% or more of the outstanding voting securities of the resulting or
acquiring corporation; or (iv) approval by stockholders of a complete
liquidation or dissolution of Thermo Electron. Amounts deferred pursuant to the
Deferred Compensation Plan are valued at the end of each quarter as units of
Common Stock. When payable, amounts deferred may be disbursed solely in shares
of Common Stock accumulated under the Deferred Compensation Plan. As of January
1, 2000, a total of 75,000 shares of Common Stock has been reserved for issuance
under the Deferred Compensation Plan and deferred units equal to approximately
4,022 shares of Common Stock were accumulated under the Deferred Compensation
Plan.
DIRECTORS STOCK OPTION PLAN
The Corporation's directors stock option plan (the "Directors Plan")
provides for the grant of stock options to purchase shares of Common Stock to
outside directors as additional compensation for their service as directors.
Under the Directors Plan, outside directors are automatically granted options to
purchase 1,000 shares of Common Stock annually, commencing with the annual
meeting of the Stockholders to be held in 2000. The annual grant is made at the
close of business on the date of each Annual Meeting of the Stockholders of the
Corporation to each outside director then holding office. Options evidencing
annual grants are immediately exercisable at any time from and after the grant
date of the option and generally expire on the third anniversary of the grant
date.
The exercise price for options granted under the Directors Plan is the
average of the closing prices of the Common Stock as reported on the American
Stock Exchange (or other principal market on which the Common Stock is then
traded) for the five trading days immediately preceding and including the date
of grant, or, if the shares are not then traded, at the last price per share
paid by third parties in an arms-length transaction prior to the option grant.
As of January 31, 2000, options to purchase 90,000 shares of Common Stock had
been granted to directors and were outstanding under the Directors Plan, no
options to purchase Common Stock had lapsed or been exercised, and options to
purchase 135,000 shares of Common Stock were available for future grant.
STOCK OWNERSHIP POLICY FOR DIRECTORS
The human resources committee of the board of directors (the
"Committee") has established a stock holding policy for directors. The stock
holding policy requires each director to hold a minimum of 1,000 shares of
Common Stock. Directors are requested to achieve this ownership level within a
three-year period. The chief executive officer of the Corporation is required to
comply with a separate stock holding policy established by the Committee, which
is described below.
EXECUTIVE OFFICERS
Reference is made to Item 1(e) of this Annual Report on Form 10-K for
information regarding the Executive Officers of the Registrant.
Item 11 - EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation during the last three
fiscal years for services to the Corporation in all capacities awarded to,
earned by or paid to the Corporation's chief executive officer, its former chief
executive officer and its executive officers whose total annual salary and
bonus, as determined in accordance with the rules of the Securities and Exchange
Commission, was greater than $100,000, and who were employed by the Corporation
as of the end of fiscal 1999. These officers are together referred to as the
"named executive officers."
The Corporation is required to appoint certain executive officers and
full-time employees of Thermo Electron as executive officers of the Corporation,
in accordance with the Thermo Electron Corporate Charter.
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The compensation for these executive officers is determined and paid entirely by
Thermo Electron. The time and effort devoted by these individuals to the
Corporation's affairs is provided to the Corporation under the Corporate
Services Agreement between the Corporation and Thermo Electron. See Item 13 -
"Certain Relationships and Related Transactions." Accordingly, the compensation
for these individuals is not reported in the following table.
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SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Long Term Compensation
---------------------
Annual Compensation Restricted Securities
Name and Fiscal Stock Underlying All Other
Principal Position Year Salary Bonus Award (1) Options (2) Compensation (3)
- ------------------- ------ ------ ------ --------- ------------ ----------------
Barry S. Howe (4) 1999 $88,594 $175,000 $50,064 (THI) 900 (TMO) $31,750 (5)
President and Chief 25,000 (THI)
Executive Officer
- -------------------------------------------------------------------------------------------------------------------------
Frederic T. Walder (6) 1999 $143,006 $120,000 $26,408 (TOC) 50,000 (TOC) $0
Senior Vice President 1998 $115,000 $76,000 -- 10,000 (TOC) $5,000
- -------------------------------------------------------------------------------------------------------------------------
Gerard Abraham (7) 1999 $148,000 $50,000 $15,845 (TOC) 40,000 (TOC) $7,170
Vice President 1998 $144,500 $36,000 -- 5,000 (TOC) $7,200
2,200 (TMO)
- -------------------------------------------------------------------------------------------------------------------------
G. Roger Herd (8) 1999 $124,667 $80,000 $21,126 (TOC) 40,000 (TOC) $5,625
Vice President 2,700 (TMO)
25,000 (THI)
1998 $132,500 $60,000 -- 5,000 (TOC) $5,842
2,600 (TMO)
- -------------------------------------------------------------------------------------------------------------------------
Roland Schultner (9) 1999 $152,816 $30,252 -- 30,000 (TOC) $12,287 (10)
Vice President
- -------------------------------------------------------------------------------------------------------------------------
Robert J. Rosenthal (11) 1999 $37,019 $0 -- -- -- $19,874 (12)
Former President and 1998 $175,000 $110,000 240,000 (TOC) $17,927 (12)
Chief Executive Officer 7,998 (TMO)
7,500 (MKA)
7,500 (ONX)
4,000 (RGI)
2,000 (TDX)
24,999 (THI)
2,000 (TRIL)
1,023 (TKN)
1997 $148,500 $135,000 -- 10,100 (TMO) $44,502 (12)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In fiscal 1999, Messrs. Abraham, Herd and Walder were awarded 1,500,
2,000 and 2,500 shares, respectively, of restricted Common Stock of the
Corporation with a value of $15,845, $21,126 and $26,408, respectively,
on the grant date and Mr. Howe was awarded 3,000 shares of restricted
common stock of Thermo Instrument with a value of $50,064 on the grant
date. The restricted stock award vests 100% on the third anniversary of
the grant date. Any cash dividends paid on restricted shares are
entitled to be retained by the recipient without regard to vesting. Any
non-cash dividends paid on restricted shares are entitled to be
retained by the recipient subject to the same vesting restrictions as
the underlying stock. At the end of fiscal 1999, Messrs. Abraham, Herd
and Walder held 1,500, 2,000 and 2,500 restricted shares, respectively,
with an aggregate value of $17,063, $22,750 and $28,438, respectively,
and Mr. Howe held 3,000 restricted shares with an aggregate value of
$33,375.
(2) Options granted by the Corporation are designated in the table as
"TOC." In addition, the named executive officers have also been granted
options to purchase common stock of the following Thermo Electron
companies during the last three fiscal years as part of Thermo
Electron's stock option program: Thermo Electron (designated in the
table as TMO), Metrika Systems Corporation (designated in the table as
MKA), ONIX Systems Inc. (designated in the table as ONX), The Randers
Killam Group Inc. (designated in the table as RGI), Thermedics
Detection Inc. (designated in the table as TDX), Thermo
<PAGE>
Instrument (designated in the table as THI), ThermoTrex Corporation
(designated in the table as TKN) and Thermo Trilogy Corporation
(designated in the table as TRIL).
(3) Represents the amount of matching contributions made by the
individual's employer on behalf of named executive officers
participating in the Thermo Electron 401(k) plan or the Nicolet
Retirement Savings Plan.
(4) Mr. Howe was appointed interim president on March 22, 1999 and
president and chief executive officer of the Corporation on October 14,
1999. Prior to his appointment, Mr. Howe served as president and chief
executive officer of ThermoSpectra Corporation, a subsidiary of Thermo
Instrument. The annual compensation reported for fiscal 1999 represents
the amount of Mr. Howe's annual compensation (salary and bonus) paid by
the Corporation as compensation in his capacity as the Corporation's
president and chief executive officer. For fiscal 1999, approximately
56% of Mr. Howe's salary and all of his bonus earned in all capacities
throughout the Thermo Electron organization was paid by the Corporation
for his services as chief executive officer. For fiscal 1999, all
options to purchase common stock of Thermo Electron and its
subsidiaries granted to Mr. Howe in all capacities within the Thermo
Electron organization have been included under "Long Term
Compensation." Prior to fiscal 1999, Mr. Howe was granted options to
purchase shares of the common stock of Thermo Electron and certain of
its subsidiaries other than the Corporation by Thermo Electron and
certain of its subsidiaries. These options are not reported in this
table as they were granted as compensation for service to other Thermo
Electron companies in capacities other than in his capacity as the
president and chief executive officer of the Corporation.
(5) In addition to the matching contribution referred to in footnote (3),
such amount includes a payment of $25,000 made to Mr. Howe in fiscal
1999 in connection with his relocation to Franklin, Massachusetts.
(6) Mr. Walder was appointed an officer of the Corporation on April 28,
1998. The salary reported for fiscal 1998 represents compensation for
the entire fiscal year.
(7) Mr. Abraham was appointed an officer of the Corporation on January 4,
1998. The salary reported for fiscal 1998 represents compensation for
the entire fiscal year.
(8) Mr. Herd was appointed an officer of the Corporation on January 4,
1998. The salary reported for fiscal 1998 represents compensation for
the entire fiscal year.
(9) Mr. Schultner was appointed an officer of the Corporation on October
14, 1999. The salary reported for fiscal 1999 represents compensation
for the entire fiscal year.
(10) Represents the amount of compensation attributable to the pension plan
maintained by Gebruder Haake GmbH, a wholly owned subsidiary of the
Corporation.
(11) Dr. Rosenthal was appointed president of the Corporation in April 1997
and chief executive officer of the Corporation in January 1998. He
resigned as president and chief executive officer on March 19, 1999.
(12) In addition to the matching contributions referred to in footnote (3),
such amounts includes $7,834, $12,927 and $458, respectively, which
represents the amount of compensation in fiscal 1999, 1998 and 1997,
respectively, attributable to an interest-free loan provided to Dr.
Rosenthal. (See Item 13 - "Certain Relationships and Related
Transactions - Stock Holding Assistance Plan"). In addition the amount
reported for fiscal 1997 includes $36,919 in expenses associated with
Dr. Rosenthal's relocation to Franklin, Massachusetts and the amount
reported for fiscal 1999 includes $12,040 in accrued vacation paid in
connection with Dr. Rosenthal's resignation.
STOCK OPTIONS GRANTED DURING FISCAL 1999
The following table sets forth information concerning individual grants
of stock options made during fiscal 1999 to the Corporation's then chief
executive officer and the other named executive officers. It has not been the
Corporation's policy in the past to grant stock appreciation rights, and no such
rights were granted during fiscal 1999.
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OPTION GRANTS IN FISCAL 1999
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Potential Realizable
Percent of Value at Assumed
Number of Securities Total Options Annual Rates of Stock
Underlying Options Granted to Exercise Price Appreciation for
Granted and Employees in Price Per Expiration Option Term (2)
Name Company (1) Fiscal Year Share Date 5% 10%
- ---- ----------- ------------ ----- ---- --- ----
Barry S. Howe 900 (TMO) 0.03% (3) $14.81 09/22/04 $3,680 $8,138
25,000 (THI) 2.1% $11.95 09/15/04 $82,540 $182,390
- ---------------------------------------------------------------------------------------------------------------------------
Fredric T. Walder 25,000 (TOC) 5.2% $11.45 03/25/04 $79,080 $174,758
25,000 (TOC) 5.2% $9.59 06/29/06 $97,600 $227,455
- ---------------------------------------------------------------------------------------------------------------------------
Gerard Abraham 25,000 (TOC) 5.2% $11.45 03/25/04 $79,080 $174,758
15,000 (TOC) 3.1% $9.59 06/29/06 $58,560 $136,473
- ---------------------------------------------------------------------------------------------------------------------------
G. Roger Herd 25,000 (TOC) 5.2% $11.45 03/25/04 $79,080 $174,758
15,000 (TOC) 3.1% $9.59 06/29/06 $58,560 $136,473
2,700 (TMO) 0.1% (3) $14.81 09/22/04 $11,050 $24,413
25,000 (THI) 2.1% $11.95 09/15/04 $82,540 $182,390
- ---------------------------------------------------------------------------------------------------------------------------
Roland Schultner 15,000 (TOC) 3.1% $11.45 03/25/04 $47,450 $104,854
15,000 (TOC) 3.1% $9.59 06/29/06 $58,560 $136,473
- ---------------------------------------------------------------------------------------------------------------------------
Robert J. Rosenthal -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All of the options granted during fiscal 1999 were immediately
exercisable as of the end of fiscal 1999. Generally, the shares
acquired upon exercise are subject to repurchase by the granting
company at the exercise price if the optionee ceases to be employed by
such company or another Thermo Electron company. The granting company
may exercise its repurchase rights within six months after the
termination of the optionee's employment. The repurchase rights
generally lapse ratably over a one- to five-year period, depending on
the option term, which may vary from five to seven years, provided the
optionee continues to be employed by the company or another Thermo
Electron company. The granting company may permit the holder of options
to exercise options and to satisfy tax withholding obligations by
surrendering shares equal in fair market value to the exercise price or
withholding obligation. Please see footnote (2) under Summary
Compensation Table above for the company abbreviations used in this
table.
(2) The amounts shown in this table represent hypothetical gains that could
be achieved for the respective options if exercised at the end of the
option term. These gains are based on assumed rates of stock
appreciation of 5% and 10% compounded annually from the date the
respective options were granted to their expiration date. The gains
shown are net of the option exercise price, but do not include
deductions for taxes or other expenses associated with the exercise.
Actual gains, if any, on stock option exercises will depend on the
future performance of the common stock of the granting company, the
optionee's continued employment through the option period and the date
on which the options are exercised.
(3) These options were granted under stock option plans maintained by
Thermo Electron companies other than the Corporation and, accordingly,
are reported as a percentage of total options granted to employees of
Thermo Electron and its subsidiaries.
STOCK OPTIONS EXERCISED DURING FISCAL 1999 AND FISCAL YEAR-END VALUES
The following table reports certain information regarding stock option
exercises during fiscal 1999 and outstanding stock options held at the end of
fiscal 1999 by the Corporation's chief executive officer and the other named
executive officers. No stock appreciation rights were exercised or were
outstanding during fiscal 1999.
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AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION VALUES
- ----------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Securities In-the-Money
Underlying Options at
Unexercised Options Fiscal Year
Shares at Fiscal Year-End -End
Acquired on Value (Exercisable/ (Exercisable/
Name Company (2) Exercise Realized (1) Unexercisable) (2) Unexercisable)
---- ----------- -------- ------------ ------------------ --------------
Barry S. Howe (3) (THI) -- -- 25,000 /0-- $0 /0--
(TMO) 900 /0 $171 /--
- ----------------------------------------------------------------------------------------------------------------------------
Gerard Abraham (TOC) -- -- 57,000 /0 $55,590 /--
(TMO) -- -- 2,200 /0 $0 /--
- --------------------------------------------------------------------------------------------------------------------------
Fredric T. Walder (TOC) -- -- 71,750 /0 $72,134 /--
(THI) 1,125 $10,828 9,375 /0 $0 /--
(TMQ) -- -- 5,000 /0 $0 /--
(THS) 1,000 $6,000 -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
G. Roger Herd (TOC) -- -- 64,500 /0 $62,378 /--
(TMO) 5,062 $30,170 14,662 /0 $12,226 /--
(THI) -- -- 59,375 /0 $0 /--
(TMQ) -- -- 5,000 /0 $0 /--
- ----------------------------------------------------------------------------------------------------------------------------
Roland Schultner (TOC) -- -- 34,000 /0 $40,275 /--
(THI) -- -- 2,750 /0 $0 /--
- ----------------------------------------------------------------------------------------------------------------------------
Robert J. Rosenthal (TOC) -- -- -- /-- -- /--
(TBA) 1,200 $11,250 -- /-- -- /--
(THI) 36,269 $119,597 -- /-- $0 /--
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts shown in this column do not necessarily represent actual value
realized from the sale of the shares acquired upon exercise of the
option because in many cases the shares are not sold on exercise but
continue to be held by the executive officer exercising the option. The
amounts shown represent the difference between the option exercise
price and the market price on the date of exercise, which is the amount
that would have been realized if the shares had been sold immediately
upon exercise.
(2) All of the options reported outstanding at the end of fiscal 1999 were
immediately exercisable as of the end of fiscal 1999. Generally, the
shares acquired upon exercise of the options reported in the table are
subject to repurchase by the granting company at the exercise price if
the optionee ceases to be employed by, or serve as a director of, such
company or another Thermo Electron company. The granting company may
exercise its repurchase rights within six months after the termination
of the optionee's employment or cessation of directorship, as the case
may be. For publicly-traded companies, the repurchase rights generally
lapse ratably over a one- to ten-year period, depending on the option
term, which may vary from three to twelve years, provided that the
optionee continues to be employed by or serve as a director of the
granting company or another Thermo Electron company. For companies that
are not publicly-traded, the repurchase rights generally lapse in their
entirety on the ninth anniversary of the grant date. Certain options
have three-year terms and the repurchase rights lapse in their entirety
on the second anniversary of the grant date. The granting company may
permit the holder of options to exercise options and to satisfy tax
withholding obligations by surrendering shares equal in fair market
value to the exercise price or withholding obligation. Please see
footnote (2) under Summary Compensation Table above for the company
abbreviations used in this table in addition to the following company
abbreviations: Thermo BioAnalysis Corporation (designated in the table
as TBA), ThermoQuest Corporation (designated in the table as TMQ) and
ThermoSpectra Corporation (designated in the table as THS).
(3) Mr. Howe was appointed interim president on March 22, 1999 and
president and chief executive officer of the Corporation on October 14,
1999. Prior to his appointment, Mr. Howe served as president and chief
executive officer of ThermoSpectra Corporation, a subsidiary of Thermo
Instrument. Mr. Howe holds other unexercised options to purchase common
stock of Thermo Electron and its subsidiaries
<PAGE>
other than the Corporation, which were granted prior to his appointment
as president and chief executive officer of the Corporation. These
options are not reported here as they were granted as compensation for
service to other Thermo Electron companies in capacities other than in
his capacity as chief executive officer of the Corporation.
EXECUTIVE RETENTION AGREEMENTS
Thermo Electron has entered into agreements with certain executive
officers and key employees of Thermo Electron and its subsidiaries that provide
severance benefits if there is a change in control of Thermo Electron and their
employment is terminated by Thermo Electron "without cause" or by the individual
"for good reason", as those terms are defined therein, within 18 months
thereafter. For purposes of these agreements, a change in control exists upon
(i) the acquisition by any person of 40% or more of the outstanding common stock
or voting securities of Thermo Electron; (ii) the failure of the Thermo Electron
board of directors to include a majority of directors who are "continuing
directors", which term is defined to include directors who were members of
Thermo Electron's board on the date of the agreement or who subsequent to the
date of the agreement were nominated or elected by a majority of directors who
were "continuing directors" at the time of such nomination or election; (iii)
the consummation of a merger, consolidation, reorganization, recapitalization or
statutory share exchange involving Thermo Electron or the sale or other
disposition of all or substantially all of the assets of Thermo Electron unless
immediately after such transaction (a) all holders of Thermo Electron common
stock immediately prior to such transaction own more than 60% of the outstanding
voting securities of the resulting or acquiring corporation in substantially the
same proportions as their ownership immediately prior to such transaction and
(b) no person after the transaction owns 40% or more of the outstanding voting
securities of the resulting or acquiring corporation; or (iv) approval by
stockholders of a complete liquidation or dissolution of Thermo Electron.
In 1998, Thermo Electron authorized an executive retention agreement
with Mr. Howe. This agreement provides that in the event Mr. Howe's employment
is terminated under circumstances described above, Mr. Howe would be entitled to
a lump sum payment equal to the sum of (a) one times his highest annual base
salary in any 12 month period during the prior five-year period, plus (b) one
times his highest annual bonus in any 12 month period during the prior five-year
period. In addition, Mr. Howe would be provided benefits for a period of one
year after such termination substantially equivalent to the benefits package he
would have been otherwise entitled to receive if he was not terminated. Further,
all repurchase rights of Thermo Electron and its subsidiaries shall lapse in
their entirety with respect to all options that Mr. Howe holds in Thermo
Electron and its subsidiaries, including the Corporation, as of the date of the
change in control. Finally, Mr. Howe would be entitled to a cash payment equal
to $15,000 to be used toward outplacement services.
Assuming that the severance benefits would have been payable as of
January 1, 2000, the lump sum salary and bonus payment under such agreement to
Mr. Howe would have been approximately $280,000. In the event that payments
under this agreement are deemed to be so called "excess parachute payments"
under the applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), Mr. Howe would be entitled to receive a gross-up
payment equal to the amount of any excise tax payable by him with respect to
such payment plus the amount of all other additional taxes imposed on him
attributable to the receipt of such gross-up payment.
STOCK OWNERSHIP POLICY
The Committee has established a stock holding policy for the chief
executive officer of the Corporation that requires him to own a multiple of his
compensation in shares of the Corporation's Common Stock. The multiple is one
times his base salary and reference bonus for the fiscal year in which
compliance is achieved. The chief executive officer has three years from the
adoption of the policy to achieve this ownership level.
In order to assist the chief executive officer in complying with the
policy, the Committee also adopted a stock holding assistance plan under which
the Corporation is authorized to make interest-free loans to the chief executive
officer to enable him to purchase shares of Common Stock in the open market. In
1997, Dr. Rosenthal, the Corporation's then chief executive officer, received a
loan in the principal amount of $229,616 under this plan, of which $158,577
remained outstanding as of January 1, 2000. Any loans are required to be repaid
upon the earlier of demand or the tenth anniversary of the date of the loan,
unless otherwise determined by the Committee. See Item 13 - "Certain
Relationships and Related Transactions - Stock Holding Assistance Plan."
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common
Stock, as well as the common stock of Thermo Instrument, the Corporation's
parent company, and of Thermo Electron, Thermo Instrument's parent company, as
of January 31, 2000, with respect to (i) each director, (ii) each named
executive officer and (iii) all directors and current executive officers as a
group. In addition, the following table sets forth the beneficial ownership of
Common Stock, as of January 31, 2000, with respect to each person who was known
by the Corporation to own beneficially more than 5% of the outstanding shares of
Common Stock.
While certain directors and executive officers of the Corporation are
also directors and executive officers of Thermo Electron or its subsidiaries
other than the Corporation, all such persons disclaim beneficial ownership of
the shares of common stock beneficially owned by Thermo Electron.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Thermo Optek Thermo Instrument Thermo Electron
Name (1) Corporation (2) Systems Inc. (3) Corporation (4)
-------- --------------- ---------------- ---------------
Thermo Electron Corporation (5) 49,198,752 N/A N/A
Gerard Abraham...................... 58,500 0 2,200
G. Roger Herd....................... 71,120 137,147 49,877
Barry S. Howe....................... 25,000 303,290 71,655
Stephen R. Levy..................... 50,232 0 0
Earl R. Lewis....................... 252,000 436,499 215,477
Robert A. McCabe.................... 70,961 46,846 66,326
Robert J. Rosenthal................ 0 688 350
Roland Schultner.................... 35,300 2,750 0
Fredric T. Walder................... 75,500 11,891 1,151
All directors and current executive
officers as a group (10 persons) 712,613 1,121,826 865,568
</TABLE>
(1) Except as reflected in the footnotes to this table, shares beneficially
owned consist of shares owned by the indicated person or by that person
for the benefit of minor children, and all share ownership includes
sole voting and investment power.
(2) Shares of Common Stock beneficially owned by Mr. Abraham, Mr. Herd, Mr.
Howe, Mr. Levy, Mr. Lewis, Mr. McCabe, Mr. Schultner, Mr. Walder and
all directors and current executive officers as a group include 57,000,
64,500, 15,000, 45,000, 225,000, 45,000, 34,000, 71,750 and 597,250
shares, respectively, that such person or group had the right to
acquire within 60 days of January 31, 2000, through the exercise of
stock options. Shares beneficially owned by Mr. Levy, Mr. McCabe and
all directors and current executive officers as a group include 3,232,
790 and 4,022 shares, respectively, allocated through January 1, 2000,
to their respective accounts maintained pursuant to the Deferred
Compensation Plan. Shares of Common Stock beneficially owned by Mr.
McCabe include 7,171 shares that he had the right to acquire within 60
days of January 31, 2000, through the conversion of the 5% convertible
debentures of the Corporation due 2000. Shares of Common Stock
beneficially owned by Mr. Lewis include 2,500 shares owned by his
spouse. Shares of the Common Stock beneficially owned by Mr. McCabe
include 5,000 shares held by a trust of which he and members of his
family are trustees. No director or named executive officer
beneficially owned more than 1% of the Common Stock outstanding as of
January 31, 2000; all directors and current executive officers as a
group beneficially owned 1.39% of the Common Stock outstanding as of
such date.
(3) Shares of the common stock of Thermo Instrument beneficially owned by
Mr. Herd, Mr. Howe, Mr. Lewis, Mr. McCabe, Mr. Schultner, Mr. Walder
and all directors and current executive officers as a group include
59,375, 273,156, 409,081, 7,925, 2,750, 9,375 and 952,349 shares,
respectively, that such person or group had the right to acquire within
60 days of January 31, 2000, through the exercise of stock options.
Shares of the common stock of Thermo Instrument beneficially owned by
all directors and current executive officers as a group include 468
shares allocated through January 31, 2000, to their respective accounts
maintained pursuant to Thermo Electron's employee stock ownership plan
(the "ESOP"). Shares beneficially owned by Mr. Howe include 374 shares
held by him as custodian for his
<PAGE>
minor children. Shares beneficially owned by Mr. Lewis include 2,987
shares held by his spouse. Shares beneficially owned by Mr. Walder
include 280 shares held by his spouse. No director or named executive
officer beneficially owned more than 1% of the common stock of Thermo
Instrument outstanding as of January 31, 2000; all directors and
current executive officers as a group owned less than 1% of the common
stock of Thermo Instrument outstanding as of such date.
(4) Shares of the common stock of Thermo Electron beneficially owned by Mr.
Abraham, Mr. Herd, Mr. Howe, Mr. Lewis, Mr. McCabe and all directors
and current executive officers as a group include 2,200, 14,662,
64,141, 212,278, 12,442, and 705,084 shares, respectively, that such
person or group has the right to acquire within 60 days of January 31,
2000, through the exercise of stock options. Shares of the common stock
of Thermo Electron beneficially owned by all directors and current
executive officers as a group include 1,071 shares allocated to their
respective accounts maintained pursuant to the ESOP. Shares of the
common stock of Thermo Electron beneficially owned by Mr. McCabe and
all directors and current executive officers as a group include 34,725
shares allocated to Mr. McCabe's account under Thermo Electron's
deferred compensation plan for directors. Shares beneficially owned by
Mr. Howe include 200 shares held by him as custodian for his minor
children. Shares beneficially owned by Mr. Walder include 258 shares
held by his spouse. No director or named executive officer beneficially
owned more than 1% of the common stock of Thermo Electron outstanding
as of January 31, 2000; all directors and current executive officers as
a group beneficially owned less than 1% of the common stock of Thermo
Electron outstanding as of such date.
(5) As of January 31, 2000, Thermo Electron, primarily through its
majority-owned subsidiary Thermo Instrument, beneficially owned 96.31%
of the outstanding Common Stock. Shares of the Common Stock
beneficially owned by Thermo Electron include 606,328 shares that
Thermo Electron has the right to acquire within 60 days of January 31,
2000 through the conversion of $8,455,000 principal amount of the
Corporation's 5% convertible debentures due 2000. Thermo Electron's
address is 81 Wyman Street, Waltham, Massachusetts 02454-9046. As of
January 31, 2000, Thermo Electron had the power to elect all of the
members of the Corporation's board of directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers, and
beneficial owners of more than 10% of the Common Stock, such as Thermo
Instrument and its parent company, Thermo Electron, to file with the Securities
and Exchange Commission initial reports of ownership and periodic reports of
changes in ownership of the Corporation's securities. Based upon a review of
such filings, all Section 16(a) filing requirements applicable to such persons
were complied with during 1999, except in the following instance. Thermo
Electron filed one Form 4 late reporting a total of 11 transactions associated
with the cancellation, grant and lapse of options to purchase Common Stock
granted to employees under its stock option program.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation and Thermo Electron have entered into a corporate
services agreement (the "Services Agreement") under which Thermo Electron's
corporate staff provides certain administrative services, including certain
legal advice and services, risk management, employee benefit administration, tax
advice and preparation of tax returns, centralized cash management and certain
financial and other services to the Corporation. The Corporation was assessed an
annual fee equal to 0.8% of the Corporation's revenues for these services in
fiscal 1999. The annual fee will remain at 0.8% for fiscal 2000. The fee is
reviewed annually and may be changed by mutual agreement of the Corporation and
Thermo Electron. During fiscal 1999, Thermo Electron assessed the Corporation
$3,631,000 in fees under the Services Agreement. Management believes that the
charges under the Services Agreement are reasonable and that the terms of the
Services Agreement are fair to the Corporation. During 1999, the Corporation was
billed an additional $34,000 by Thermo Electron for certain administrative
services required by the Corporation that were not covered by the Services
Agreement. The Services Agreement automatically renews for successive one-year
terms, unless canceled by the Corporation upon 30 days' prior notice. In
addition, the Services Agreement terminates automatically in the event the
Corporation ceases to be a member of the Thermo Group or ceases to be a
participant in the Thermo Electron Corporate Charter. In the event of a
termination of the Services Agreement, the Corporation will be required to pay a
termination fee equal to the fee that was paid by the Corporation for services
under the Services Agreement for the nine-month period prior to termination.
Following termination, Thermo Electron may provide certain administrative
services on an as-requested basis by the Corporation or as required in order to
meet the Corporation's obligations under Thermo
<PAGE>
Electron's policies and procedures. Thermo Electron will charge the Corporation
a fee equal to the market rate for comparable services if such services are
provided to the Corporation following termination.
The Corporation has entered into a Tax Allocation Agreement with Thermo
Electron which outlines the terms under which the Corporation will be included
in Thermo Electron's consolidated Federal and state income tax returns. Under
current law, the Corporation will be included in such tax returns so long as
Thermo Electron owns at least 80% of the outstanding common stock of Thermo
Instrument and Thermo Instrument owns at least 80% of the outstanding Common
Stock of the Corporation. In years in which the Corporation has taxable income,
it will pay to Thermo Electron amounts comparable to the taxes the Corporation
would have paid if it had filed its own separate company tax returns. If Thermo
Instrument's equity ownership of the Corporation were to drop below 80%, the
Company would file its own tax returns. In 1999, the Corporation was assessed
$11,350,000 by Thermo Electron Corporate under the Tax Allocation Agreement. As
of January 1, 2000, the Corporation owed Thermo Electron $9,450,000 for amounts
due under the Tax Allocation Agreement.
The Corporation leases office and manufacturing space to ThermoSpectra
Corporation ("ThermoSpectra"), a subsidiary of Thermo Instrument, and Nicolet
Biomedical Inc. ("Nicolet Biomedical"), a wholly owned subsidiary of Thermo
Electron, pursuant to an arrangement whereby the Corporation charges
ThermoSpectra and Nicolet Biomedical their allocated share of the occupancy
expenses of the Corporation's principal Wisconsin facility, based on the space
ThermoSpectra and Nicolet Biomedical utilize. The Corporation recorded operating
income of $947,000 in 1999 from these affiliates. These leases are effective
until December 31, 2001, but may be terminated by ThermoSpectra and Nicolet
Biomedical upon 90 days' and 30 days' prior notice, respectively, to the
Corporation.
The Corporation purchases and sells products and/or services in the
ordinary course of business with other subsidiaries of Thermo Electron. In 1999,
the Corporation sold a total of $9,287,000 of products and/or services to Thermo
Electron Subsidiaries and purchased a total of $1,531,000 of products and/or
services from such companies.
The Corporation, along with other U.K.-based Thermo Electron companies,
participates in a notional pool arrangement in the U.K. with Barclays Bank,
which includes a $114,943,000 credit facility. The Corporation has access to
$23,254,000 under this credit facility. Under this arrangement, Barclays
notionally combines the positive and negative cash balances held by the
participants to calculate the net interest yield/expense for the group. The
benefit derived from this arrangement is then allocated based on balances
attributable to the respective participants. Thermo Electron guarantees all of
the obligations of each participant in this arrangement. As of January 1, 2000,
the Corporation had a positive cash balance of approximately $10,000,000 based
on an exchange rate of $1.6171/GBP 1.00, and a negative cash balance of
approximately $12,900,000 based on the same exchange rate. For 1999, the average
annual interest rate earned on GBP deposits by participants in this credit
arrangement was approximately 5.44% and the average annual interest rate paid on
overdrafts was approximately 5.8025%.
The Corporation, along with other European-based subsidiaries of Thermo
Electron, participates in a cash management arrangement in the Netherlands with
a wholly owned subsidiary of Thermo Electron. Under this arrangement,
participants' balances are pooled for interest calculation purposes. Interest
under this arrangement is based on Euro market rates. The Corporation has access
to a $2,963,000 line of credit under this arrangement. Thermo Electron
guarantees all of the obligations of each participant in this arrangement. At
year-end 1999, the Corporation had $297,000 invested under this arrangement, and
had borrowed $973,000 under this arrangement.
At year-end 1998, $8,216,000 of the Corporation's cash equivalents were
invested in a repurchase agreement with Thermo Electron. Under this agreement,
the Corporation in effect lent excess cash to Thermo Electron, which Thermo
Electron collateralized with investments principally consisting of corporate
notes, U.S. government agency securities, commercial paper, money market funds
and other marketable securities, in the amount of at least 103% of such
obligation. The Corporation's funds subject to the repurchase agree ment were
readily convertible into cash by the Corporation. The repurchase agreement
earned a rate based on the 90-day Commercial Paper Composite Rate plus 25 basis
points, set at the beginning of each quarter.
Effective June 1999, the Corporation and Thermo Electron commenced use
of a new domestic cash management arrangement. Under the new arrangement,
amounts advanced to Thermo Electron by the Corporation for domestic cash
management purposes bear interest at the 30-day Dealer Commercial Paper Rate
<PAGE>
plus 50 basis points, set at the beginning of each month. Thermo Electron is
contractually required to maintain cash, cash equivalents, and/or immediately
available bank lines of credit equal to at least 50% of all funds invested under
this cash management arrangement by all Thermo Electron subsidiaries other than
wholly owned subsidiaries. The Corporation has the contractual right to withdraw
its funds invested in the cash management arrangement upon 30 days' prior
notice. At year-end 1999, the Corporation had invested $49,305,000 under this
arrangement. In addition, certain of the Corporation's European-based
subsidiaries participate in a new cash management arrangement with a wholly
owned subsidiary of Thermo Electron on terms similar to the domestic cash
management arrangement. The Corporation has access to a $8,733,000 line of
credit under this arrangement, of which the Corporation had borrowed $102,000 at
year-end 1999. The Corporation also had a positive cash balance of $4,500,000
under this arrangement at year-end 1999. Interest under this arrangement is
calculated based on Euro market rates and was 3.95% on the negative balance at
year-end 1999.
As of January 1, 2000 Thermo Electron owned $8,455,0000 principal
amount of the Corporation's 5% subordinated convertible debentures due 2000. The
debentures are convertible into shares of Common Stock at $13.9446 per share.
As of January 1, 2000, Thermo Electron and its other subsidiaries owed
the Corporation an aggregate of $1,784,000 for amounts due in connection with
the sales of products, services, and miscellaneous items. This amount is net of
amounts owed by the Corporation to Thermo Electron and its other subsidiaries
under the Services Agreement, for related administrative charges, and for
products, services, and miscellaneous items. The largest amount of such net
indebtedness owed by Thermo Electron and its other subsidiaries to the
Corporation since January 2, 1999 was $1,896,000. These amounts do not bear
interest and are expected to be paid in the normal course of business.
THERMO ELECTRON CORPORATE REORGANIZATION
Thermo Electron has adopted a major reorganization plan under which,
among other things, it is acquiring the minority interest in most of its
subsidiaries that have minority investors. In furtherance of this plan, Thermo
Instrument expects to cause the Corporation to merge with a wholly-owned
subsidiary of Thermo Instrument and Thermo Electron in a "short-form" merger
under Delaware law on May 11, 2000. In the merger, each outstanding share of
Common Stock of the Corporation (other than shares owned by the wholly-owned
subsidiary, the Corporation and stockholders of the Corporation who properly
exercise appraisal rights under Delaware law) will be automatically converted
into the right to receive $15.00 in cash, without interest, and the Corporation
will become a private company.
Executive officers and directors of the Corporation who hold shares of
Common Stock in the Corporation will also receive $15.00 per share of Common
Stock on the same terms as all the other stockholders. See Item 12 - "Security
Ownership of Certain Beneficial Owners and Management."
In addition, certain executive officers and directors of the
Corporation hold options to acquire shares of Common Stock (See Item 12 -
"Security Ownership of Certain Beneficial Owners and Management"), which options
will be treated in the same manner as options held by other employees. In
general, all unvested options held by such persons will be assumed by Thermo
Electron and converted into options to acquire shares of Thermo Electron's
common stock. In the case of vested options held by such persons, the holders
will be given the opportunity to elect either to convert the options into vested
options for Thermo Electron common stock or to receive cash at the $15.00
transaction price less the applicable exercise price. Vested and unvested
options that are assumed by Thermo Electron will be converted as follows: The
number of shares of Thermo Electron common stock underlying each assumed option
will equal the number of shares of Common Stock underlying the option before the
transaction, multiplied by the "cash exchange ratio" described below, rounded
down to the nearest whole number of shares of Thermo Electron common stock. The
exercise price for each assumed option will be calculated by dividing the
exercise price of the option before the transaction by the "cash exchange ratio"
set forth below, rounded up to the nearest whole cent. The "cash exchange ratio"
is a fraction, the numerator of which is $15.00 and the denominator of which is
the closing price of Thermo Electron common stock on the day preceding the
effective date of the transaction.
In addition to the ownership information that appears in the Item 12 -
"Security Ownership of Certain Beneficial Owners and Management" table, Mr.
Melas-Kyriazi (who is not a named executive officer of the Corporation for
purposes of Securities and Exchange Commission regulations, and whose ownership
information therefore does not appear in such table) holds options to purchase
40,000 shares of Common Stock.
<PAGE>
Additionally, certain directors participate in the Deferred
Compensation Plan. See Item 12 - "Security Ownership of Certain Beneficial
Owners and Management." On the effective date of the proposed transaction, the
Deferred Compensation Plan will terminate and the participants will receive cash
in an amount equal to the balance of such participant's stock units credited to
his account under the Deferred Compensation Plan, multiplied by $15.00.
STOCK HOLDING ASSISTANCE PLAN
The human resources committee of the Corporation's board of directors
(the "Committee") established a stock holding policy that requires its chief
executive officer to acquire and hold a minimum number of shares of Common
Stock. In order to assist the chief executive officer in complying with the
policy, the Committee also adopted a stock holding assistance plan under which
the Corporation may make interest-free loans to the chief executive officer, to
enable him to purchase Common Stock in the open market. In 1997, Dr. Rosenthal,
the Corporation's then chief operating officer, received a loan in the principal
amount of $229,616 under this plan, of which $158,577 remained outstanding as of
January 1, 2000. The loans are repayable upon the earlier of demand or the tenth
anniversary of the date of the loan, unless otherwise determined by the
Committee.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed by the undersigned, duly authorized.
THERMO OPTEK CORPORATION
By: / s / Sandra L. Lambert
------------------------------
Sandra L. Lambert
Secretary
