As filed with the Securities and Exchange Commission on May 30, 1997.
Registration No. 333-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMEDICS DETECTION INC.
(Exact name of registrant as specified in its charter)
_______________
MASSACHUSETTS 04-3106698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
220 Mill Road
Chelmsford, Massachusetts 01824-4178
(Address of Principal Executive Offices) (Zip Code)
THERMEDICS DETECTION INC. EQUITY INCENTIVE PLAN
THERMEDICS INC.-THERMEDICS DETECTION INC. NONQUALIFIED STOCK OPTION PLAN
THERMEDICS DETECTION INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
(Full Title of Plan)
Sandra L. Lambert, Clerk
Thermedics Detection Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermedics Detection Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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_______________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
registered registered Price Per Offering Price Fee
Share
Common Stock,
$.10 par 691,668 $12 3/32 $8,364,860 (2) $2,535
value per shares (1) (2)
share
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of the
Registrant's Common Stock as may be issuable in connection with adjustments
under the employee benefit plans described herein to reflect certain changes
in the Registrant's capital structure, including stock dividends or stock
split-ups.
_______________
(1) The shares registered hereunder are divided among the various plans as
set forth in the following table:
Name of Plan No. of Shares
------------ -------------
Thermedics Detection Inc.
Equity Incentive Plan 333,334
Thermedics Inc. - Thermedics Detection Inc.
Nonqualified Stock Option Plan 333,334
Thermedics Detection Inc. Deferred
Compensation Plan for Directors 25,000
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering
price has been based upon (1) the registration hereunder of an aggregate
of 333,334 shares and (2) the average of the high and low sales prices,
$12 3/16 and $12, respectively, of the Registrant's Common Stock on the
American Stock Exchange on May 29, 1997 as reported in The Wall Street
Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in respective plans listed on the cover page of this
Registration Statement (collectively, the "Plans") pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). As used
in this Registration Statement, the terms "Registrant" or "Company" refer to
Thermedics Detection Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Prospectus dated February 21, 1997, as supplemented
with that certain Supplement dated March 26, 1997, each as filed
with the Securities and Exchange Commission pursuant to Rule
424(b).
(b) The Company's Quarterly Report on Form 10-Q for the three-month
period ended March 29, 1997.
(c) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A, filed under the
Exchange Act, as amended.
All reports or proxy statements filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective dates of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is
also General Counsel of Thermedics Inc., the majority stockholder of the
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Company, and of Thermo Electron Corporation, the majority stockholder of
Thermedics Inc., and owns or has the right to acquire, pursuant to the
exercise of stock options, shares of the Common Stock of the Company, of
Thermedics Inc. and of Thermo Electron Corporation, and of certain of Thermo
Electron's subsidiaries, the fair market value of which exceeds $50,000.
Item 6. Indemnification of Directors and Officers.
The Massachusetts Business Corporation Law and the Company's Articles of
Organization and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the
Company's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed
to be in, or not opposed to, the best interests of the Company, and with
respect to any criminal action or proceeding, actions that the indemnitee had
no reasonable cause to believe were unlawful. The Company also has
indemnification agreements with its directors and officers that provide for
the maximum indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which insures the
directors and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in connection
with the performance of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
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the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 30th day of May, 1997.
THERMEDICS DETECTION INC.
By: /s/ Jeffrey J. Langan
Jeffrey J. Langan
President and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermedics Detection
Inc. hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan W.
Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title
--------- -----
Date
---- ----
President, Chief Executive
/s/ Jeffrey J. Langan Officer and Director May 30, 1997
Jeffrey J. Langan
Vice President, Chief
/s/ John N. Hatsopoulos Financial Officer Director May 30, 1997
John N. Hatsopoulos
/s/ Paul F. Kelleher Chief Accounting Officer May 30, 1997
Paul F. Kelleher
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Signature Title
--------- -----
Date
---- ----
/s/ John W. Wood Jr. Director May 30, 1997
John W. Wood Jr.
/s/ Morton Collins Director May 30, 1997
Morton Collins
/s/ Matthew C. Weisman Director May 30, 1997
Matthew C. Weisman
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
5 Opinion of Seth H. Hoogasian, Esq. 9
23.1 Consent of Arthur Andersen LLP 11
23.2 Consent of Deloitte & Touche
Registeraccountants 12
23.3 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5).
24 Power of Attorney (see signature pages
to this Registration Statement).
AA971410042
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EXHIBIT 5
Thermedics Detection Inc.
220 Mill Road
Chelmsford, Massachusetts 01824-4178
May 30, 1997
Thermedics Detection Inc.
220 Mill Road
Chelmsford, Massachusetts 01824-4178
Re: Registration Statement on Form S-8 Relating
to 691,668 Shares of the Common Stock, $.10
par value, of Thermedics Detection Inc.
---------------------------------------
Dear Sirs:
I am General Counsel to Thermedics Detection Inc., a
Massachusetts corporation (the "Company"), and have acted as
counsel in connection with the registration under the Securities
Act of 1933, as amended, on Form S-8 (the "Registration
Statement"), of 691,668 shares of the Company's Common Stock,
$.10 par value per share (the "Shares"), subject to the following
employee benefit plans (each, a "Plan"): the Thermedics Detection
Inc. Equity Incentive Plan; the Thermedics Inc. - Thermedics
Detection Inc. Nonqualified Stock Option Plan; and the Thermedics
Detection Inc. Deferred Compensation Plan for Directors.
I or a member of my legal staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
legal staff have also examined and relied upon originals or
copies, certified or otherwise authenticated to my satisfaction,
of all corporate records, documents, agreements or other
instruments of the Company and have made all investigations of
law and have discussed with the Company's representatives all
questions of fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
Commonwealth of Massachusetts.
2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
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3. The Shares, when issued and sold in accordance with the
provisions of the applicable Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
AA971500009
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports for Thermedics Detection Inc. dated February
3, 1997, and for Moisture Systems Corporation and Moisture
Systems Limited dated February 3, 1997 (and to all references to
our Firm) included in or made a part of Thermedics Detection
Inc.'s Registration Statement on Form S-8.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 27, 1997
AA971500007
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
May 27, 1997
We hereby consent to the incorporation by reference in this
Registration Statement of Thermedics Detection Inc. on Form S-8
of our report dated January 29, 1997 (relating to the
consolidated financial statements of Rutter & Co. B.V. for the
period from January 25, 1996 to December 28, 1996) appearing in
the Prospectus which forms a part of Thermedics Detection Inc.'s
Registration Statement on Form S-1 (Registration Number
333-19199).
We also consent to the incorporation by reference in this
Registration Statement of Thermedics Detection Inc. on Form S-8
of our report dated March 13, 1997 (except for the disclosures
included in the supplementary information under the caption
"United States Generally Accepted Accounting Principles (U.S.
GAAP)" which is as of December 20, 1996) relating to the
consolidated financial statements of Rutter & Co. B.V. for the
two years ended December 31, 1995 appearing in the Prospectus
which forms a part of Thermedics Detection Inc.'s Registration
Statement on Form S-1 (Registration Number 333-19199).
Deloitte & Touche Registeraccountants
AA971410056
