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):
April 6, 2000
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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)
(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 1, 2000. These include risks and uncertainties relating to: market
acceptance of new products, ongoing product development efforts required by
rapid technological change, the dependence of the security instruments 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, dependence on OEM relationships, and the risks associated
with the Registrant's cash management arrangement with Thermo Electron.
Item 5. Other Events
On April 7, 2000, the Registrant issued a press release, attached hereto
as Exhibit 99, regarding the previously announced tender offer for its shares of
common stock, $.10 par value per share, by its ultimate parent corporation,
Thermo Electron Corporation.
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
99 Press Release dated April 7, 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 7th day of April, 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
Cash Tender Offer for Thermedics Detection Completed
CHELMSFORD, Mass., April 7, 2000 - Thermedics Detection Inc. (ASE-TDX), a Thermo
Electron company, announced today that its parent company, Thermedics Inc.
(ASE-TMD), has successfully completed its cash tender offer of $8.00 per share
for any and all outstanding shares of Thermedics Detection common stock.
The offer and withdrawal rights expired at midnight on Thursday, April 6,
2000. Based on the preliminary report of the depositary for the offer, American
Stock Transfer & Trust Company, approximately 1.9 million Thermedics Detection
shares were tendered. This brings Thermedics' and Thermo Electron's combined
equity ownership in Thermedics Detection to approximately 98.8 percent.
Thermedics expects to complete the spin-in of Thermedics Detection by Tuesday,
April 11, through a short-form merger. The short-form merger does not require
Thermedics Detection board or shareholder approval.
Shareholders who tendered their shares in the tender offer will receive
payment for their shares shortly. Shareholders who did not tender their shares
will also receive $8.00 per share in the short-form merger. Information
outlining what steps these Thermedics Detection shareholders must take to obtain
payment will be mailed within a week to 10 days.
The complete terms and conditions of the tender offer are set forth in the
offer to purchase, letter of transmittal, and other related materials, which
were filed with the Securities and Exchange Commission on March 10, 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. Thermedics Detection Inc. is a public subsidiary of
Thermedics Inc., another Thermo Electron company. More information is available
on the Internet at http://www.thermo.com/subsid/tdx1.html.
