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 13, 2000
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THERMO BIOANALYSIS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12179 85-0429899
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
504 Airport Road
Santa Fe, New Mexico 87504-2108
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
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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" in Exhibit 13 to the
Registrant's annual report on Form 10-K for the year ended January 1, 2000.
These include risks and uncertainties relating to: the Registrant's acquisition
strategy, intense competition, rapid and significant technological change,
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,
government regulations, patient reimbursement, potential product liability, and
the cash management arrangement with Thermo Electron Corporation.
Item 5. Other Events
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On April 14, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding the previously announced tender offer for its
shares of common stock, $.01 par value per share, by its parent corporation,
Thermo Instrument Systems Inc.
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 April 14, 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 14th day of April, 2000.
THERMO BIOANALYSIS CORPORATION
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 THERMO BIOANALYSIS COMPLETED
SANTA FE, N. Mex., April 14, 2000 - Thermo BioAnalysis Corporation (ASE-TBA), a
Thermo Electron company, announced today that its parent company, Thermo
Instrument Systems Inc. (ASE-THI), has successfully completed its cash tender
offer of $28.00 per share for any and all outstanding shares of Thermo
BioAnalysis common stock.
The offer and withdrawal rights expired at midnight on Thursday, April
13, 2000. Based on the preliminary report of the depositary for the offer,
American Stock Transfer & Trust Company, approximately 2.3 million Thermo
BioAnalysis shares were tendered. This brings Thermo Instrument's and Thermo
Electron's combined equity ownership in Thermo BioAnalysis to approximately 99.3
percent. Thermo Instrument expects to complete the spin-in of Thermo BioAnalysis
by Wednesday, April 19, through a short-form merger. The short-form merger does
not require Thermo BioAnalysis' 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 $28.00 per share in the short-form merger. Information
outlining what steps these Thermo BioAnalysis 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 by Thermo Instrument with the Securities and Exchange Commission on
March 17, 2000.
Thermo BioAnalysis Corporation develops, manufactures, and supplies
biomolecular instruments and consumables; clinical laboratory equipment and
supplies, including rapid diagnostic test kits; and information-management
systems that are used in biochemical research, clinical diagnosis, and
pharmaceutical production. Thermo BioAnalysis is a public subsidiary of Thermo
Instrument Systems Inc., another Thermo Electron company. More information is
available on the Internet at http://www.thermo.com/subsid/tba1.html.
