As filed with the Securities and Exchange Commission on
March 20, 1998 Registration No. 333-31987
--------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO FORM S-1
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 No.)
_______________
220 Mill Road
Chelmsford, Massachusetts 01824-4178
(781) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_______________
Sandra L. Lambert, Clerk
Thermedics Detection Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(781) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copy 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
(781) 622-1000
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
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If the only securities being requested on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of
1933, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
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SUBJECT TO COMPLETION, DATED MARCH 19, 1998
PROSPECTUS
643,500 Shares
THERMEDICS DETECTION INC.
Common Stock
This Prospectus relates to the resale of 643,500 shares (the
"Shares") of Common Stock, par value $.10 per share (the "Common
Stock"), of Thermedics Detection Inc. ("Thermedics Detection" or
the "Company") by certain shareholders of the Company (the
"Selling Shareholders"). The Shares may be offered from time to
time in transactions on the American Stock Exchange, in
negotiated transactions, through the writing of options on the
Shares, or a combination of such methods of sale, at fixed prices
that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices. Such transactions may be effected by the sale
of the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the sellers and/or the purchasers
of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary
commissions). The Selling Shareholders and any broker-dealer who
acts in connection with the sale of Shares hereunder may be
deemed to be "underwriters" as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and
any commission received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Shares were
originally sold by the Company in private placements pursuant to
certain Stock Purchase Agreements with the Company dated March
26, 1996 and November 19, 1996. See "Selling Shareholders."
_______________
The Common Stock offered hereby involves a high degree of risk.
See "RISK FACTORS" at page 5.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________________
None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the Company. The
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Company has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Shareholders) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities, including
liabilities under the Securities Act as underwriter or otherwise.
The Company is a majority-owned subsidiary of Thermedics Inc.
("Thermedics"), which is a majority-owned subsidiary of Thermo
Electron Corporation ("Thermo Electron"). The Common Stock is
traded on the American Stock Exchange under the symbol "TDX". On
March 19, 1998, the reported closing price of the Common Stock on
the American Stock Exchange was $11.50 per share.
The date of this Prospectus is March __, 1998.
_________________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. Neither the delivery of this Prospectus nor
any sale or distribution and resale made hereunder shall, under
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation
of any offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such
offer or solicitation may not be lawfully made.
_____________
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AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission, including the Company; the address of such Web
site is http://www.sec.gov. The Common Stock of the Company is
listed on the American Stock Exchange, and the reports, proxy
statements and other information filed by the Company with the
Commission can be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference (other than certain exhibits to such
documents). Requests for such copies should be directed to:
Sandra L. Lambert, Clerk, Thermedics Detection Inc., c/o Thermo
Electron Corporation, 81 Wyman Street, P. O. Box 9046, Waltham,
Massachusetts 02254-9046 (telephone: (781) 622-1000).
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THE COMPANY
The Company develops, manufactures and markets high-speed
detection and measurement systems used in on-line industrial
process applications, security applications, and laboratory
analysis. The Company's industrial process systems use
ultratrace chemical detectors, high-speed gas chromatography,
X-ray imaging, near-infrared spectroscopy, and other technologies
for quality assurance of in-process and finished products,
primarily in the food, beverage, pharmaceutical, forest products,
chemical, and other consumer products industries. The Company's
security instruments use simultaneous trace particle- and
vapor-detection techniques based on its proprietary
chemiluminescence and high-speed gas chromatography technologies.
Customers use the Company's security instruments to detect
plastic and other explosives at airports and border crossings,
for other high-security screening applications, and for forensics
and search applications.
The Company operated as a division of Thermedics until its
incorporation as a Massachusetts corporation in December 1990.
Unless the context otherwise requires, references in this
Prospectus to the Company refer to Thermedics Detection Inc. and
its subsidiaries and their predecessors. As of January 3, 1998,
Thermedics beneficially owned 76% of the Company's outstanding
Common Stock. The Company's principal executive offices are
located at 220 Mill Road, Chelmsford, Massachusetts 01824-4178,
and its telephone number is (978) 251-2000.
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RISK FACTORS
In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company
wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future
could affect, the Company's actual results and could cause its
actual results in 1998 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf
of, the Company.
Uncertainty of Market Acceptance of New Products. Certain of
-------------------------------------------------
the Company's products represent alternatives to traditional
detection and analytical methods. As a result, such products may
be slow to achieve, or may not achieve, market acceptance, as
customers may seek further validation of the efficiency and
efficacy of the Company's technology, particularly where the
purchase of the product requires a significant capital
commitment. The Company believes that, to a significant extent,
its growth prospects depend on its ability to gain acceptance of
the efficiency and efficacy of the Company's innovative
technologies by a broader group of customers. The Company is
currently devoting significant resources toward the enhancement
of its existing products and the development of new products and
technologies, including its derivative products of the Company's
Flash-GC high-speed gas chromatography system; a more portable
EGIS system; and Rampart, a lower-cost EGIS unit for use in
airport screening of carry-on baggage. There can be no assurance
that the Company will be successful in obtaining such broad
acceptance or that, if obtained, such acceptance will be
sustained. The failure of the Company to obtain and sustain such
broad acceptance could have a material adverse effect on the
Company's business, financial condition and results of
operations.
Ongoing Product Development Efforts Required by Rapid
-----------------------------------------------------
Technological Change. The markets for the Company's products are
---------------------
characterized by changing technology, evolving industry standards
and new product introductions. The Company's future success will
depend in part upon its ability to enhance its existing products
and to develop and introduce new products and technologies to
meet changing customer requirements. There can be no assurance
that the Company will successfully complete the enhancement and
development of these products in a timely fashion or that the
Company's current or future products will satisfy the needs of
its markets.
Dependence of Security Instruments Market on Government
-------------------------------------------------------
Regulation and Airline Industry. The Company's sales of its
--------------------------------
explosives-detection systems for use in airports has been and
will continue to be dependent on governmental initiatives to
require, or support, the screening of checked luggage, carry-on
items and personnel with advanced explosives-detection equipment.
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Substantially all of such systems have been installed at airports
in countries other than the United States, in which the
applicable government or regulatory authority overseeing the
operations of the airport has mandated such screening. Such
mandates are influenced by many factors outside of the control of
the Company, including political and budgetary concerns of
governments, airlines, and airports.
Of the more than 600 commercial airports worldwide, more than
400 are located in the United States. Accordingly, the Company
believes that the size of the market for explosives-detection
equipment is, and will increasingly be, significantly influenced
by United States government regulation. In the United States, the
Aviation Security Act of 1990 directed the Federal Aviation
Administration (the "FAA") to develop a standard for
explosives-detection systems and required airports in the United
States to deploy systems meeting this standard in 1993. To date,
no system has demonstrated that it meets all FAA standards under
realistic airport operating conditions. As a result, the FAA has
not mandated the installation of automated explosives-detection
systems, and only a limited number of these systems have been
deployed in the United States. The FAA first certified a computed
X-ray tomography system for checked luggage in December 1994. The
Company's systems are trace detectors for which no FAA
certification process for checked baggage, carry-on, or personal
screening exists to date. Currently, the Company is seeking FAA
approval for the Company's EGIS and Rampart systems for use by
airlines in screening carry-on electronic items and luggage
searches, however, there can be no assurance that such FAA
approvals will be obtained. Each airline must seek this approval
for each application. Although the FAA has provided significant
funding to the Company in connection with the development of its
explosives-detection technology, there can be no assurance that
any of the Company's systems will ever meet this or any other
United States certification standard. Any product utilizing a
technology ultimately recommended or required by the FAA will
have a significant competitive advantage in the market for
explosives-detection devices. Unless the FAA takes action with
respect to a particular explosives-detection product or
technology, airlines will not be required to purchase or upgrade
their security systems, including upgrading existing
metal-detection equipment. Earnings of U.S. air carriers tends to
fluctuate significantly from time to time. Any depression in the
financial condition of such carriers would likely result in lower
capital spending for discretionary items. Moreover, there can be
no assurance that additional countries will mandate the
implementation of effective explosives screening for airline
baggage, carry-on items or personal, or that, if mandated, the
Company's systems will meet the certification or other
requirements of the applicable government authority. Even if the
Company's systems were to meet the applicable requirements, there
can be no assurance that the Company would be able to market its
systems effectively.
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In October 1996, the United States enacted legislation which
includes a $144.2 million allocation to purchase
explosives-detection systems and other advanced security
equipment, including trace detection equipment such as the
systems manufactured by the Company, for carry-on and checked
baggage screening. The FAA has made purchases of, or placed
orders for the purchase of, security equipment under this
legislation, including an order to purchase $5.8 million of the
Company's EGIS systems. There can be no assurance, however, that
this legislation will not be modified to reduce the funding for
advanced explosives equipment, that the necessary appropriations
will be made to fund further purchases of advanced
explosives-detection equipment contemplated by the legislation,
that trace-detection equipment such as the systems manufactured
by the Company will be mandated, or that, even if further
appropriations are made and such equipment is mandated, any of
the Company's explosives-detection systems will be purchased for
installation at any airports in the United States. Further, there
can be no assurance that the U.S. will mandate the widespread use
of these systems after completion of the initial purchases.
Significance of Certain Customers. Sales of process detection
----------------------------------
instruments and services to bottlers licensed by The Coca-Cola
Company ("Coca-Cola Bottlers") were $13,939,000, $10,641,000, and
$9,974,000, in 1997, 1996, and 1995, respectively, or 27%, 24%,
and 36% of the Company's revenues, respectively, during such
periods. In 1997, the Company completed the fulfillment of a
mandated product-line upgrade for the Coca-Cola Bottlers.
Although the Company anticipates that it will continue to derive
revenues from the sale of upgrades and new systems to new plants,
as well as services to the Coca-Cola Bottlers, the Company does
not expect that revenues derived from these customers will
continue at a rate comparable to prior years. Further, the
Company intends to continue to develop and introduce new process
detection products for the food, beverage and other markets,
however, there can be no assurance that the Company will be
successful in the introduction of new process detection products
or that any sales of these products will be sufficient to
maintain a rate of growth equivalent to prior years.
Competition; Technological Change. The Company encounters,
----------------------------------
and expects to continue to encounter, competition in the sale of
its current and future products. Many of the Company's
competitors and potential competitors have substantially greater
resources, manufacturing and marketing capabilities, research and
development staff and production facilities than those of the
Company. Some of these competitors have large existing installed
bases of products with substantial numbers of customers. In
addition, other major corporations have recently announced their
intention to enter certain of the Company's markets, including
the security screening market. The Company believes that many of
its products are successful because they are technologically
superior to alternative products offered by some of the Company's
competitors. In order to continue to be successful, the Company
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believes that it will be important to maintain this technological
advantage. No assurance can be given that the Company will be
able to maintain such an advantage or that competitors of the
Company will not develop technological innovations that will
render products of the Company obsolete. For example, the
Company's EGIS system competes against other trace explosives
detection systems as well as systems utilizing dual energy X-ray
or computed X-ray tomography imaging technologies. There can be
no assurance that such technologies will not be enhanced to a
degree that would impair the Company's ability to market its
explosives detection systems.
Potential for Product Liability Claims. The Company's
---------------------------------------
business involves the risk of product liability claims inherent
to the explosives detection business, as well as the food,
beverage and other industries. There are many factors beyond the
control of the Company that could result in the failure of the
Company's products to detect explosives or contaminants in food
or beverage containers, such as the reliability of a customer's
operators, the ongoing training of such operators and the
maintenance of the Company's products by its customers. For these
and other reasons, there can be no assurance that the Company's
products will detect all explosives or contaminants. The failure
to detect explosives or contaminants could give rise to product
liability claims and result in negative publicity that could have
a material adverse effect on the Company's business, financial
condition and results of operations. The Company currently
maintains both aviation and general product liability insurance
in amounts the Company believes to be commercially reasonable.
There can be no assurance that this insurance will be sufficient
to protect the Company from product liability claims, or that
product liability insurance will continue to be available to the
Company at a reasonable cost, if at all.
Uncertainties Associated With International Operations. In
-------------------------------------------------------
1997, 1996, and 1995, international sales accounted for 71%, 67%,
and 73%, respectively, of the Company's revenues, and the Company
anticipates that international sales will continue to account for
a significant percentage of the Company's revenues. Sales to
customers in The Netherlands accounted for approximately 17% and
11% of the Company's revenues in 1997 and 1996, respectively.
International revenues are subject to a number of uncertainties,
including the following: agreements may be difficult to enforce
and receivables difficult to collect through a foreign country's
legal system; foreign customers may have longer payment cycles;
foreign countries may impose additional withholding taxes or
otherwise tax the Company's foreign income, impose tariffs or
adopt other restrictions on foreign trade; fluctuations in
exchange rates may affect product demand and adversely affect the
profitability in U.S. dollars of products and services provided
by the Company in foreign markets where payment for the Company's
products and services is made in the local currency; U.S. export
licenses may be difficult to obtain; and the protection of
intellectual property in foreign countries may be more difficult
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to enforce. Moreover, many foreign countries have their own
regulatory approval requirements for sales of the Company's
products. As a result, the Company's introduction of new products
into international markets can be costly and time-consuming, and
there can be no assurance that the Company will be able to obtain
the required regulatory approvals on a timely basis, if at all.
There can be no assurance that any of these factors will not have
a material adverse effect on the Company's business, financial
condition and results of operations. The Company does not attempt
to minimize currency and exchange rate risks through material
hedging activities.
Limited Protection of Proprietary Technology and Risks of
---------------------------------------------------------
Third-Party Claims. Proprietary rights relating to the Company's
-------------------
products will be protected from unauthorized use by third parties
only to the extent that they are covered by valid and enforceable
patents or are maintained in confidence as trade secrets. There
can be no assurance, however, that any patents now or hereafter
owned by the Company will afford protection against competitors,
or as to the likelihood that patents will issue from pending
patent applications. Proceedings initiated by the Company to
protect its proprietary rights could result in substantial costs
to the Company. Although the Company believes that its products
and technology do not infringe any existing proprietary rights of
others, there can be no assurance that third parties will not
assert such claims against the Company in the future or that such
future claims will not be successful. The Company could incur
substantial costs and diversion of management resources in
connection with the defense of any claims relating to proprietary
rights, which could have a material adverse effect on the
Company's business, financial condition, and results of
operations. Furthermore, parties making such claims could secure
a judgment awarding substantial damages, as well as injunctive or
other equitable relief, which could effectively block the
Company's ability to make, use, sell, distribute or market its
products and services in the U.S. or abroad. Such a judgment
could have a material adverse effect on the Company's business,
financial condition and results of operations. In the event that
a claim relating to proprietary technology or information is
asserted against the Company, the Company may seek licenses to
such intellectual property. There can be no assurance, however,
that such a license could be obtained on commercially reasonable
terms, if at all, or that the terms of any offered licenses will
be acceptable to the Company. The failure to obtain the necessary
licenses or other rights could preclude the sale, manufacture or
distribution of the Company's products and, therefore, could have
a material adverse effect on the Company's business, financial
condition and results of operations. The cost of responding to
any such claim may be material, whether or not the assertion of
such claim is valid. There can be no assurance that the steps
taken by the Company to protect its proprietary rights will be
adequate to prevent misappropriation of its technology or
independent development by others of similar technology. In
addition, the laws of some jurisdictions do not protect the
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Company's proprietary rights to the same extent as the laws of
the U.S. There can be no assurance that these protections will be
adequate.
Risks Associated with Acquisition Strategy. The Company's
-------------------------------------------
strategy includes the acquisition of businesses and technologies
that complement or augment the Company's existing product lines.
Promising acquisitions are difficult to identify and complete for
a number of reasons, including competition among prospective
buyers and the need for regulatory approvals, including antitrust
approvals. Any acquisitions completed by the Company may be made
at substantial premiums over the fair value of the net assets of
the acquired companies. There can be no assurance that the
Company will be able to complete future acquisitions or that the
Company will be able to successfully integrate any acquired
businesses. In order to finance such acquisitions, it may be
necessary for the Company to raise additional funds through
public or private financings. Any equity or debt financing, if
available at all, may be on terms which are not favorable to the
Company and, in the case of equity financing, may result in
dilution to the Company's stockholders.
Difficulties in Managing Rapid Growth. Due to the level of
--------------------------------------
technical and marketing expertise necessary to support its
existing and new customers, the Company must attract and retain
highly qualified and well-trained personnel. There are a limited
number of persons with the requisite skills to serve in these
positions, and it may become increasingly difficult for the
Company to hire such personnel. Further rapid expansion may also
significantly strain the Company's administrative, operational
and financial personnel, management information systems,
manufacturing operations, and other resources. There can be no
assurance that the Company's systems, procedures, and controls
will be adequate to support the Company's operations. Failure to
manage growth properly could have a material adverse effect on
the Company's business, financial condition, and results of
operations.
Potential Fluctuations in Quarterly Performance. Significant
------------------------------------------------
annual and quarterly fluctuations in the Company's results of
operations may be caused by, among other factors, the overall
demand for, and market acceptance of, the Company's products; the
timing of regulatory approvals for certain of the Company's
products; government initiatives to promote the use of explosives
detection systems such as those manufactured and sold by the
Company; the timing of the announcement, introduction and
delivery of new products and product enhancements by the Company
and its competitors; variations in the Company's product mix and
component costs; timing of customer orders; adjustments of
delivery schedules to accommodate customers' programs; the
availability of components from suppliers; the timing and level
of expenditures in anticipation of future sales; the mix of
products sold by the Company; and pricing and other competitive
conditions. Because certain of the Company's products require
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significant capital expenditures and other commitments by its
customers, the Company has experienced extended sales cycles.
Delays in anticipated purchase orders could have a material
adverse effect on the Company's business, financial condition and
results of operations. Customers may also cancel or reschedule
shipments, and product difficulties could delay shipments.
Because the Company's operating expenses are based on anticipated
revenue levels and a high percentage of the Company's expenses
are fixed for the short term, a small variation in the timing of
recognition of revenue can cause significant variations in
operating results from quarter to quarter. There can be no
assurance that any of these factors will not have a material
adverse impact on the Company's business and results of
operations.
Potential Impact of Year 2000 on Processing of Date-sensitive
-------------------------------------------------------------
Information. The Company is currently assessing the potential
------------
impact of the year 2000 on the processing of date-sensitive
information by the Company's computerized information systems and
on products sold as well as products purchased by the Company.
The Company believes that its internal information systems and
current products are either year 2000 compliant or will be so
prior to the year 2000 without incurring material costs. There
can be no assurance, however, that the Company will not
experience unexpected costs and delays in achieving year 2000
compliance for its internal information systems and current
products, which could result in a material adverse effect on the
Company's future results of operations.
The Company is presently assessing the effect that the year
2000 problem may have on its previously sold products. The
Company is also assessing whether its key suppliers are
adequately addressing this issue and the effect this might have
on the Company. The Company has not completed its analysis and is
unable to conclude at this time that the year 2000 problem as it
relates to its previously sold products and products purchased
from key suppliers is not reasonably likely to have a material
adverse effect on the Company's future results of operations.
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the number of Shares that may be offered by each of
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them pursuant to this Prospectus and the number of Shares each
will own after completion of the offering, assuming all of the
Shares being offered hereby are sold.
Shares of Shares
Common Stock Owned after
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
----------- --------
Selling Shareholder Offered
------------------- -------
Craig Drill Capital L.P. 80,000 80,000 0
Awad & Associates L.P. 5,000 5,000 0
Richard B. Felder 5,000 5,000 0
Richard B. Felder c/f 2,500 2,500 0
Jeffrey D. Felder
Richard B. Felder c/f 2,500 2,500 0
Jonathan D. Felder
Mark Cahill 2,500 2,500 0
Georgia Veru 2,500 2,500 0
Michael D. Mintz Trust 11,500 10,000 1,500
u/a 8/12/92
Martin Walsh 10,000 10,000 0
Crescent International 50,000 50,000 0
David H. Fine(3) 101,667 10,000 91,667
Bear Stearns 80,000 80,000 0
Universal Partners, L.P. 10,000 10,000 0
Alan J. Rubin 10,000 10,000 0
Rush & Co. 55,000 55,000 0
Hartley Bernstein 5,000 5,000 0
William C. Bartholomay 10,000 10,000 0
Paul A. Berkman & Judith 5,000 5,000 0
M. Berkman, JTWROS
Richard J. & Christine S. 5,000 5,000 0
Cowgill
Harvey Greenfield 5,000 5,000 0
James W. Jacobs 10,000 10,000 0
Ronald M. Krinick 10,000 10,000 0
Jeffrey J. Langan(4) 113,660 10,000 103,660
Nadia One, Inc. 10,000 10,000 0
WNC Corporation 50,000 50,000 0
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Pilot Trading Trust 9,000 9,000 0
Dr. Martin R. Post MD PC 2,500 2,500 0
Retirement Trust dtd
9/1/84
Edward Raskin, Ttee FBO 5,000 5,000 0
Edward Raskin u/a/d
10/14/94
Jiela Rufeh 2,500 2,500 0
Bejan Rufeh 2,500 2,500 0
Seema Sachdeva & Rakesh 5,000 5,000 0
Sachdeva
Michael & Dafna Schmerin 2,500 2,500 0
Joel Schoenfeld 2,500 2,500 0
Allenstown Investment 10,000 10,000 0
Partners
Carico, Inc. 5,000 5,000 0
Martin D. Cohn and Gerald 25,000 25,000 0
L. Cohn, Trustees for
Gerald L. Cohn
Hannah S. and Samuel A. 5,000 5,000 0
Cohn Memorial Foundation
Cynthia J. Cohn Revocable 5,000 5,000 0
Trust
Ekistics Corp. 10,000 10,000 0
M.D. Funding, Inc. 10,000 10,000 0
Mid-Lakes Profit Sharing 10,000 10,000 0
Trust
Bruce E. Toll 20,000 20,000 0
Tracy M. Cirillo(5) 1,000 1,000 0
Francis X. O'Brien 1,366 1,000 366
Total 840,693 643,500 197,193
(1)Except as otherwise reflected in the footnotes to this table,
all share ownership includes Shares owned by the Selling
Shareholders and shares that the Selling Shareholders had the
right to acquire within 60 days of June 30, 1997, through the
exercise of stock options.
(2)Crescent International Holdings Limited is a wholly owned
subsidiary of Crescent Holding GmbH, which is indirectly
controlled by Suliman S. Olayan, the father of Hutham S.
Olayan, a director of Thermo Electron. Ms. Olayan disclaims
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beneficial ownership of the Shares owned by Crescent
International Holdings Limited.
(3)Dr. Fine is Senior Vice President of the Company.
(4)Mr. Langan was, until November 1997, Chief Executive Officer,
President and a Director of the Company.
(5) Ms. Cirillo is an employee of the Company.
The Shares are being registered to permit public secondary
trading of the Shares from time to time by the Selling
Shareholders. All of the Shares being offered by the Selling
Shareholders were sold by the Company in private placement
transactions pursuant to Stock Purchase Agreements with the
Company dated March 26, 1996 and November 19, 1996
(collectively, the "Purchase Agreements") for cash.
In the Purchase Agreements, the Company agreed, among other
things, to bear all expenses (other than underwriting discounts,
selling commissions, and fees and expenses of counsel and other
advisors to the Selling Shareholders) in connection with the
registration and sale of the Shares being offered by the Selling
Shareholders. See "Sale of Shares." The Company intends to
prepare and file such amendments and supplements to the
Registration Statement of which this Prospectus forms a part as
may be necessary to keep the Registration Statement effective
until all the Shares registered thereunder have been sold
pursuant thereto or until, by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect, the Shares
are no longer required to be registered for the sale thereof by
the Selling Shareholders.
SALE OF SHARES
The Company will not receive any of the proceeds from this
offering. The Shares offered hereby may be sold from time to
time by or for the account of any of the Selling Shareholders or
by their pledgees, donees, distributees or transferees or other
successors in interest to the Selling Shareholders. The Shares
may be sold hereunder directly to purchasers by the Selling
Shareholders in negotiated transactions; by or through brokers or
dealers in ordinary brokerage transactions or transactions in
which the broker solicits purchases; block trades in which the
broker or dealer will attempt to sell Shares as agent but may
position and resell a portion of the block as principal;
transactions in which a broker or dealer purchases as principal
for resale for its own account; or through underwriters or
agents. The Shares may be sold at a fixed offering price, which
may be changed, at the prevailing market price at the time of
sale, at prices related to such prevailing market price or at
negotiated prices. Any brokers, dealers, underwriters or agents
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may arrange for others to participate in any such transaction and
may receive compensation in the form of discounts, commissions or
concessions from the Selling Shareholders and/or the purchasers
of the Shares. Each Selling Shareholder will be responsible for
payment of any and all commissions to brokers.
The aggregate proceeds to any Selling Shareholder from the
sale of the Shares offered hereby will be the purchase price of
such Shares less any broker's commission.
In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be
sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Any Selling Shareholder and any broker-dealer, agent or
underwriter who acts in connection with the sale of Shares
hereunder may be deemed to be an "underwriter" as that term is
defined in the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principal might be
deemed to be underwriting discounts and commissions under the
Securities Act. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities
under the Securities Act as underwriters or otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
by the Company (File No. 1-12745) are hereby incorporated in this
Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
January 3, 1998; and
(b) 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 such description may
be amended from time to time.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained herein or in a document all or any portion of which is
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
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such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such copies should be
directed to Sandra L. Lambert, Clerk, Thermedics Detection Inc.,
c/o Thermo Electron Corporation, 81 Wyman Street, P.O. Box 9046,
Waltham, Massachusetts 02254-9046 (telephone: (781) 622-1000).
LEGAL MATTERS
Certain legal matters relating to the Shares offered hereby
have been passed upon for the Company by Seth H. Hoogasian, Esq.,
General Counsel of Thermo Electron, Thermedics and the Company.
As of the date of such opinion, Mr. Hoogasian owned or had the
right to acquire 5,000 shares of Common Stock, 8,900 shares of
common stock of Thermedics and 105,558 shares of common stock of
Thermo Electron.
EXPERTS
The Consolidated Financial Statements of the Company (except
the Consolidated Financial Statements of Rutter & Co. B.V. as of
January 3, 1998 and December 28, 1996 and for the year ended
January 3, 1998 and for the period from January 25, 1996 (date of
acquisition) to December 28, 1996), and the related financial
statement schedule incorporated by reference in the Registration
Statement of which this prospectus forms a part have been audited
by Arthur Andersen LLP, independent public accountants, as set
forth in their reports. In those reports, that firm states that
with respect to certain subsidiaries its opinion is based on the
report of other independent public accountants, namely Deloitte
& Touche. The financial statements and supporting schedule referred
to above have been included herein in reliance upon the authority
of those firms as experts in giving said reports.
The Consolidated Financial Statements of Rutter & Co. B.V. as
of January 3, 1998 and December 28, 1996 and for the year ended
January 3, 1998 and for the period from January 25, 1996 to
December 28, 1996 have been audited by Deloitte & Touche,
independent auditors and registeraccountants, as stated in their
report included herein and are included in reliance upon the report
of such firm given upon their authority as experts in accountng and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee.
Amount
------
Registration fee - Securities and Exchange 2,286
Commission ...................................
Legal fees and expenses ...................... 5,000
Accounting fees and expenses ................. 5,000
Printing and engraving expenses 15,000
Miscellaneous ................................ 2,000
Total ................................... 29,286
Item 15. 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. Reference is made to the
Company's Articles of Organization, By-laws and form of
Indemnification Agreement for Officers and Directors incorporated
by reference
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.
The Selling Shareholders are obligated under the Purchase
Agreements to indemnify directors, officers and controlling
persons of the Registrant against certain liabilities, including
liabilities under the Securities Act.
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Item 16. Exhibits
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes as
follows:
(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 end 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 a 20 percent change in 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 information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act
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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 Registrant 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 this
registration statement 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.
(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 has duly caused this Post-Effective Amendment No.
1 on Form S-3 to Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waltham, Commonwealth of Massachusetts, on this 20th
day of March, 1998.
THERMEDICS DETECTION INC.
By: /s/James Barbookles
--------------------
s/James Barbookles
-- --
James Barbookles
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 on Form S-3 to Registration
Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Da
--------- ----- ----
Date
----
/s/ James Barbookles President, Chief March 19, 1998
-------------------------
James Barbookles Executive Officer
and Director (Principal
Executive Officer)
John N. Hatsopoulos* Chief Financial March 19, 1998
-------------------------
John N. Hatsopoulos Officer, Senior Vice President
and Director
(Principal Financial Officer)
Paul F. Kelleher* Chief Accounting March 19, 1998
-------------------------
Paul F. Kelleher Officer (Principal
Accounting Officer)
John W. Wood Jr.* Chairman of the March 19, 1998
------------------------
John W. Wood Jr. Board and Director
Director March , 1998
------------------------- --
Morton Collins
Director March , 1998
------------------------- --
Matthew C. Weisman
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* The undersigned Sandra L. Lambert, by signing her name
hereto, does hereby execute this Post-Effective Amendment No. 1
on Form S-3 to Registration Statement on Form S-1 on behalf of
each of the above-named persons pursuant to powers of attorney
executed by such persons and filed with the Securities and
Exchange Commission.
/s/ Sandra L. Lambert
--------------------------
Sandra L. Lambert
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
No.
---
4.1 Specimen Common Stock Certificate (filed as Exhibit
4.1 to the Registrant's Registration Statement on
Form S-1 [Registration No. 333-19199] and
incorporated herein by reference).
5 Opinion of Seth H. Hoogasian, Esq. (previously
filed)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche Registeraccountants
23.3 Exhibit 5) Seth H. Hoogasian, Esq. (contained in
24 Power of Attorney (previously filed)
AA980760020
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Exhibit 23.1
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated February 12, 1998, included in or incorporated by
reference in Thermedics Detection Inc.'s Form 10-K for the year
ended January 3, 1998 and all references to our Firm included in
this Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
March 13, 1998
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Exhibit 23.2
Independent Auditors' Consent
-----------------------------
We consent to the use in this registration statement of
Thermedics Detection Inc. on Form S-1, as amended on March 19,
1998, of our report dated February 6, 1998, appearing in this
prospectus, which relates to the financial statements of Rutter &
Co. B.V. (which have not separately been included herein).
We also consent to the reference to us under the heading
"Experts" in such prospectus.
Deloitte & Touche Registeraccountants
Almelo, The Netherlands
March 19, 1998
