SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 10, 1998
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THERMEDICS DETECTION INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 1-12745 04-3106698
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
220 Mill Road
Chelmsford, Massachusetts 01824-4178
(Address of principal executive offices) (Zip Code)
(978) 251-2000
(Registrant's telephone number
including area code)
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This Form 8-K 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 heading "Forward-looking Statements" included in the
Registrant's Current Report on Form 8-K/A relating to events of May 6, 1998,
filed with the Securities and Exchange Commission on July 20, 1998. These
include risks and uncertainties relating to: the market's acceptance of new
products, the Registrant's ongoing product development efforts required by rapid
technological change, the dependence of the security-instrument market on
government regulation and the airline industry, the significance of certain
customers to the Registrant, competition, potential product liability,
international operations, proprietary technology rights, the Registrant's
acquisition strategy, potential fluctuations in quarterly performance, and the
potential impact of the year 2000 on processing date-sensitive information.
Item 5. Other Events
On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's ultimate parent corporation, issued a press release regarding an
update to the proposed corporate reorganization, announced on August 12, 1998,
involving certain of Thermo Electron's subsidiaries, including the Registrant.
The press release stated, among other things, that Thermedics Inc.
("Thermedics"), the Registrant's parent corporation, will transfer its shares of
the Registrant to Thermo Electron as part of an exchange for Thermo Electron's
wholly owned biomedical group, but that such shares will not then be transferred
by Thermo Electron to Thermo Instrument Systems Inc., as had been announced on
August 12. The press release also stated that the Registrant will be taken
private and become a wholly owned subsidiary of Thermo Electron, as previously
announced. Shareholders of the Registrant will receive cash in exchange for
their shares of the Registrant's common stock.
The completion of the transactions described above as they relate to the
Registrant is subject to numerous conditions, including the establishment of
prices and exchange ratios, confirmation of anticipated tax consequences,
approval by the directors of each of the Registrant, Thermedics and Thermo
Electron (including the independent directors of the Registrant and Thermedics),
negotiation and execution of definitive agreements, clearance by the Securities
and Exchange Commission of any necessary documents in connection with the
proposed transactions, and fairness opinions from investment banking firms on
certain financial aspects of the transactions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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SIGNATURE
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 10th day of December, 1998.
THERMEDICS DETECTION INC.
By:/s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
