THERMO BIOANALYSIS CORP /DE
8-K, 1998-09-30
LABORATORY ANALYTICAL INSTRUMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   -------------------------------------------


                                    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):

                               September 29, 1998

                    ----------------------------------------


                         THERMO BIOANALYSIS CORPORATION
             (Exact name of Registrant as specified in its charter)


Delaware                        1-12179                          85-0429899
(State or other               (Commission                   (I.R.S. Employer
jurisdiction of               File Number)               Identification Number)
incorporation or
organization)



504 Airport Road
Santa Fe, New Mexico                                             87504-2108
(Address of principal executive offices)                         (Zip Code)


                                 (505) 471-3232
                         (Registrant's telephone number
                              including area code)


<PAGE>

      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  "Risk  Factors"  included  in Thermo  BioAnalysis
Corporation's  Registration  Statement on Form S-1 (File No.  333-52445),  filed
with  the   Securities  and  Exchange   Commission.   These  include  risks  and
uncertainties   relating  to:  Thermo  BioAnalysis   Corporation's   acquisition
strategy,  intense  competition,  rapid and  significant  technological  change,
uncertainty of market acceptance of new products, dependence on capital spending
policies  and   government   funding,   potential   fluctuations   in  quarterly
performance,  international  operations,  dependence on patents and  proprietary
rights,  dependence on regulatory approvals,  patient  reimbursement,  potential
product  liability,  and the  potential  impact of the year  2000 on  processing
date-sensitive information.

Item 5.     Other Events

      On  September   29,  1998,   Thermo   BioAnalysis   Corporation   ("Thermo
BioAnalysis")   issued  a  press   release   announcing   that  it  will  record
approximately  $4.1  million in pretax  restructuring  and other  charges in the
third  quarter,   ending   October  3,  1998.   These  charges  are  related  to
approximately  $1.1 million in severance costs resulting from a reduction in its
workforce by approximately  seven percent (105 employees).  In addition,  Thermo
BioAnalysis will record  approximately  $3 million in inventory  write-downs and
facility-closing  costs.  These  charges will reduce third  quarter 1998 diluted
earnings per share by  approximately  $.11.  Thermo  BioAnalysis  estimates that
these  actions  will  result in 1999  operating  savings of  approximately  $1.6
million.

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.



<PAGE>



                                    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 29th day of September, 1998.



                                    THERMO BIOANALYSIS CORPORATION


                                    By:  /s/ Kenneth J. Apicerno
                                          Kenneth J. Apicerno
                                          Treasurer












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