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):
January 31, 2000
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THERMEDICS DETECTION INC.
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(Exact name of Registrant as specified in its charter)
Massachusetts 1-12745 04-3106698
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
220 Mill Road
Chelmsford, Massachusetts 01824-4178
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(Address of principal executive offices) (Zip Code)
(781) 622-1000
(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 Exhibit 13
to Thermedics Detection Inc.'s Annual Report on Form 10-K for the year ended
January 2, 1999. 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, as well as risks
associated with 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
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On January 31, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding certain corporate transactions affecting the
Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits
99 Press Release dated January 31, 2000.
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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 31st day of January, 2000.
THERMEDICS DETECTION INC.
By:/s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
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Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMEDICS DETECTION ANNOUNCES CASH
TENDER OFFER BY THERMEDICS
CHELMSFORD, Mass., January 31, 2000 - Thermedics Detection Inc. (ASE-TDX), a
Thermo Electron company (NYSE-TMO), announced today that its parent company,
Thermedics Inc. (ASE-TMD), will make a cash tender offer for any and all of the
outstanding shares of Thermedics Detection common stock at $8.00 per share. This
action is part of a major reorganization plan under which Thermo Electron will
spin in, spin off, and sell various businesses to focus solely on its core
measurement and detection instruments business.
Thermedics currently owns approximately 83.6 percent of the outstanding
shares of Thermedics Detection common stock. Thermedics will condition the
tender offer on receiving acceptances from holders of enough shares so that,
when combined with its current share ownership, Thermedics' ownership reaches at
least 90 percent. If Thermedics achieves this 90-percent-ownership threshold, it
will acquire all remaining outstanding shares of Thermedics Detection common
stock through a "short-form" merger in Massachusetts. Shareholders who do not
tender shares to Thermedics during the tender offer would also receive $8.00 per
share in cash for their stock in the short-form merger.
Thermo Electron, which owns approximately 5.3 percent of the
outstanding shares of Thermedics Detection common stock, will tender its shares
to Thermedics in the tender offer.
The tender offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings; a short-form
merger would not require Thermedics Detection board or shareholder approval.
The Thermedics board of directors has approved pursuing this proposed
tender offer and short-form merger in lieu of continuing negotiations over a
merger price with the Thermedics Detection special committee of its board of
directors.
Thermedics plans to conduct the tender offer during the second quarter
of 2000. If Thermedics successfully obtains ownership of at least 90 percent of
the outstanding Thermedics Detection shares, it expects to complete the spin-in
by the end of the second quarter of 2000.
Thermedics Detection develops, manufactures, and markets high-speed
systems used for product quality assurance in a variety of industrial and
laboratory processes, as well as for security at airports, border crossings, and
other checkpoints. More information is available on the Internet at
http://www.thermo.com/subsid/tdx1.html.
OTHER IMPORTANT INFORMATION:
THE TENDER OFFER THAT IS DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED.
ONCE THE TENDER OFFER COMMENCES, WE WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THIS
DOCUMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TENDER OFFER. YOU CAN OBTAIN THE SOLICITATION/RECOMMENDATION STATEMENT
AND OTHER
-more-
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DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
FREE WHEN THEY ARE AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB
SITE AT http://www.sec.gov. ALSO, IF YOU WRITE US OR CALL US, WE WILL SEND YOU
THE SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN IT IS AVAILABLE.
YOU CAN CALL US AT (781) 622-1111 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
THERMEDICS DETECTION INC.
81 WYMAN STREET, P.O. BOX 9046
WALTHAM, MA 02454-9046
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release 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 Exhibit 13 to the company's annual report on Form 10-K
for the year ended January 2, 1999. These include risks and uncertainties
relating to: the market's acceptance of new products, the company'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 company, as well
as risks associated with competition, potential product liability, international
operations, proprietary technology rights, the company's acquisition strategy,
potential fluctuations in quarterly performance, and the potential impact of the
year 2000 on processing date-sensitive information.
