SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------------------------
FORM 10-Q
(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarter Ended July 1, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-12137
THERMO FIBERGEN INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of 04-3311544
incorporation or organization) (I.R.S. Employer Identification No.)
8 Alfred Circle
Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at July 28, 2000
---------------------------- ----------------------------
Common Stock, $.01 par value 14,172,600
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMO FIBERGEN INC.
Consolidated Balance Sheet
(Unaudited)
Assets
<TABLE>
<CAPTION>
July 1, January 1,
<S> <C> <C>
(In thousands) 2000 2000
----------------------------------------------------------------------------------- ------- ----------
Current Assets:
Cash and cash equivalents $ 5,418 $ 51
Advance to affiliate 12,288 5,087
Available-for-sale investments, at quoted market value
(amortized cost of $31,420 and $46,470) 31,414 46,405
Accounts receivable, less allowance of $30 1,164 1,164
Inventories:
Raw materials and supplies 437 364
Finished goods 656 453
Deferred tax asset and other current assets 200 197
Due from parent company and affiliated companies 342 377
------- -------
51,919 54,098
------- -------
Property, Plant, and Equipment, at Cost 15,082 13,308
Less: Accumulated depreciation and amortization 3,718 3,246
------- -------
11,364 10,062
------- -------
Other Assets 4,104 4,416
------- -------
Cost in Excess of Net Assets of Acquired Company 3,745 3,862
------- -------
$71,132 $72,438
======= =======
2
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THERMO FIBERGEN INC.
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
July 1, January 1,
(In thousands except share amounts) 2000 2000
----------------------------------------------------------------------------------- ------- ----------
Current Liabilities:
Accounts payable $ 515 $ 920
Accrued payroll and employee benefits 340 385
Accrued income taxes 299 290
Other accrued liabilities 1,146 2,326
Common stock subject to redemption ($60,116 redemption value),
4,715,000 shares issued and outstanding (Note 6) 59,886 59,344
------- -------
62,186 63,265
------- -------
Deferred Income Taxes 512 512
------- -------
Minority Interest 2,766 3,021
------- -------
Shareholders' Investment:
Common stock, $.01 par value, 25,000,000 shares authorized;
10,011,500 and 10,000,000 shares issued 100 100
Capital in excess of par value 11,029 11,102
Retained earnings 57 -
Treasury stock at cost, 553,900 and 554,400 shares (5,515) (5,520)
Accumulated other comprehensive items (Note 2) (3) (42)
------- -------
5,668 5,640
------- -------
$71,132 $72,438
======= =======
The accompanying notes are an integral part of these consolidated financial statements.
3
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THERMO FIBERGEN INC.
Consolidated Statement of Income
(Unaudited)
Three Months Ended
-------------------
July 1, July 3,
(In thousands except per share amounts) 2000 1999
----------------------------------------------------------------------------------- ------- -------
Revenues $ 1,746 $ 2,253
------- -------
Costs and Operating Expenses:
Cost of revenues 1,120 1,229
Selling, general, and administrative expenses 1,087 859
Research and development expenses 277 354
------- -------
2,484 2,442
------- -------
Operating Loss (738) (189)
Interest Income 733 660
------- -------
Income (Loss) Before Income Taxes and Minority Interest (5) 471
Income Tax (Provision) Benefit 2 (189)
Minority Interest Income 144 -
------- -------
Net Income $ 141 $ 282
======= =======
Basic and Diluted Earnings per Share (Note 3) $ .01 $ .02
======= =======
Weighted Average Shares (Note 3):
Basic 14,169 14,377
======= =======
Diluted 14,548 15,489
======= =======
The accompanying notes are an integral part of these consolidated financial statements.
4
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THERMO FIBERGEN INC.
Consolidated Statement of Income
(Unaudited)
Six Months Ended
-------------------
July 1, July 3,
(In thousands except per share amounts) 2000 1999
----------------------------------------------------------------------------------- ------- -------
Revenues $ 4,479 $ 4,327
------- -------
Costs and Operating Expenses:
Cost of revenues 2,786 2,339
Selling, general, and administrative expenses 2,131 1,737
Research and development expenses 603 659
------- -------
5,520 4,735
------- -------
Operating Loss (1,041) (408)
Interest Income 1,388 1,343
------- -------
Income Before Provision for Income Taxes and Minority Interest 347 935
Provision for Income Taxes (184) (374)
Minority Interest Income 256 -
------- -------
Net Income $ 419 $ 561
======= =======
Earnings per Share (Note 3):
Basic $ .03 $ .04
======= =======
Diluted $ .03 $ .03
======= =======
Weighted Average Shares (Note 3):
Basic 14,165 14,523
======= =======
Diluted 14,543 16,115
======= =======
The accompanying notes are an integral part of these consolidated financial statements.
5
<PAGE>
THERMO FIBERGEN INC.
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
--------------------
July 1, July 3,
(In thousands) 2000 1999
----------------------------------------------------------------------------------- -------- --------
Operating Activities:
Net income $ 419 $ 561
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 926 659
Minority interest income (256) -
Changes in current accounts:
Accounts receivable - (863)
Inventories (276) 39
Other current assets (24) (11)
Accounts payable (234) 4
Other current liabilities (16) 501
Other (4) -
-------- --------
Net cash provided by operating activities 535 890
-------- --------
Investing Activities:
Acquisition of capital equipment and technology (1,200) -
Purchases of available-for-sale investments (18,500) (56,325)
Proceeds from maturities of available-for-sale investments 33,549 57,827
Advances to affiliate, net (7,201) (5,329)
Purchases of property, plant, and equipment (1,969) (461)
Other 4 673
-------- --------
Net cash provided by (used in) investing activities 4,683 (3,615)
-------- --------
Financing Activities:
Net proceeds from issuance of Company common stock 114 -
Purchases of Company common stock - (1,598)
Purchases of Company common stock from Thermo Electron - (2,227)
Change in due from parent company and affiliated companies 35 (61)
-------- --------
Net cash provided by (used in) financing activities 149 (3,886)
-------- --------
Increase (Decrease) in Cash and Cash Equivalents 5,367 (6,611)
Cash and Cash Equivalents at Beginning of Period 51 6,748
-------- --------
Cash and Cash Equivalents at End of Period $ 5,418 $ 137
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
6
<PAGE>
THERMO FIBERGEN INC.
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been prepared
by Thermo Fibergen Inc. (the Company) without audit and, in the opinion of
management, reflect all adjustments of a normal recurring nature necessary for a
fair statement of the financial position at July 1, 2000, the results of
operations for the three- and six-month periods ended July 1, 2000, and July 3,
1999, and the cash flows for the six-month periods ended July 1, 2000, and July
3, 1999. Interim results are not necessarily indicative of results for a full
year.
The consolidated balance sheet presented as of January 1, 2000, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are presented as permitted by Form 10-Q, and do not contain certain
information included in the annual financial statements and notes of the
Company. The consolidated financial statements and notes included herein should
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000,
filed with the Securities and Exchange Commission.
2. Comprehensive Income
Comprehensive income combines net income and "other comprehensive items,"
which represents unrealized net of tax gains and losses on available-for-sale
investments, reported as a component of shareholders' investment in the
accompanying balance sheet. During the second quarter of 2000 and 1999, the
Company had comprehensive income of $167,000 and $244,000, respectively. During
the first six months of 2000 and 1999, the Company had comprehensive income of
$458,000 and $534,000, respectively.
3. Earnings per Share
Basic and diluted earnings per share were calculated as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ------------------
July 1, July 3, July 1, July 3,
<S> <C> <C> <C> <C>
(In thousands except per share amounts) 2000 1999 2000 1999
------------------------------------------------------------ ------- ------- ------- -------
Basic
Net Income $ 141 $ 282 $ 419 $ 561
------- ------- ------- -------
Weighted Average Shares 14,169 14,377 14,165 14,523
------- ------- ------- -------
Basic Earnings per Share $ .01 $ .02 $ .03 $ .04
======= ======= ======= =======
Diluted
Net Income $ 141 $ 282 $ 419 $ 561
------- ------- ------- -------
Weighted Average Shares 14,169 14,377 14,165 14,523
Effect of:
Redemption rights 328 1,091 326 1,581
Stock options 51 21 52 11
------- ------- ------- -------
Weighted Average Shares, as Adjusted 14,548 15,489 14,543 16,115
------- ------- ------- -------
Diluted Earnings per Share $ .01 $ .02 $ .03 $ .03
======= ======= ======= =======
7
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THERMO FIBERGEN INC.
3. Earnings per Share (continued)
Options to purchase 20,000 shares of common stock for the 2000 periods and
the second quarter of 1999, and 226,000 shares of common stock for the first six
months of 1999, were not included in the computation of diluted earnings per
share because the options' exercise prices were greater than the average market
price for the common stock and their effect would have been antidilutive.
4. Business Segment Information
Three Months Ended Six Months Ended
------------------ ------------------
July 1, July 3, July 1, July 3,
(In thousands) 2000 1999 2000 1999
------------------------------------------------------------ ------- ------- ------- -------
Revenues:
Cellulose-based Products $ 1,396 $ 1,907 $ 3,760 $ 3,636
Fiber-recovery and Water-clarification Services 350 346 719 691
------- ------- ------- -------
$ 1,746 $ 2,253 $ 4,479 $ 4,327
======= ======= ======= =======
Income (Loss) Before Income Taxes and Minority Interest:
Cellulose-based Products $ (465) $ 305 $ (298) $ 520
Fiber-recovery and Water-clarification Services (273) (494) (743) (928)
------- ------- ------- -------
Total operating loss (738) (189) (1,041) (408)
Interest income 733 660 1,388 1,343
------- ------- ------- -------
$ (5) $ 471 $ 347 $ 935
======= ======= ======= =======
5. Proposed Spin Off of Thermo Fibertek Inc.
On January 31, 2000, Thermo Electron Corporation announced that, as part
of a major reorganization plan, it plans to spin off its equity interest in
Thermo Fibertek Inc. as a dividend to Thermo Electron shareholders. The
distribution is subject to receipt of a favorable ruling from the Internal
Revenue Service regarding the tax treatment of the spin off, and other customary
conditions. Under the plan, the Company will remain a majority-owned subsidiary
of Thermo Fibertek. Thermo Electron will continue to guarantee any remaining
obligation of the Company under its redemption rights following the spin off.
6. Redemption Rights
The Company's common stock subject to redemption is redeemable by holders
of redemption rights in September 2000 or September 2001 for a total redemption
value of $60,116,000. The redemption rights are guaranteed, on a subordinated
basis, by Thermo Electron. As of July 1, 2000, there were 4,715,000 redemption
rights outstanding and only 3,738,500 shares of Company common stock held by
persons other than Thermo Electron or Thermo Fibertek. The Company's liquidity
will be materially adversely affected if the redemption of its common stock
occurs in the third quarter of 2000. Thermo Fibertek has committed to provide
funding, through at least December 31, 2000, to enable the Company to maintain
its operations.
8
<PAGE>
THERMO FIBERGEN INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of the Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 2000, filed with the Securities and Exchange
Commission.
Overview
The Company organizes and manages its business by individual functional
operating entity. The Company's two operating entities constitute the Company's
business segments: Fiber-recovery and Water-clarification Services and
Cellulose-based Products. Through its Fiber-recovery and Water-clarification
Services segment, the Company designs, builds, owns, and operates plants to help
pulp and paper mills improve product quality, reduce costs, and close the loop
in their water and solids systems on a long-term contract basis. The plants
recover and return to the mill long cellulose fiber and clarified water to be
reused in papermaking. The Company currently owns and operates one such plant in
South Carolina, which it began operating in July 1998 under a ten-year contract.
The Cellulose-based Products segment includes the Company's GranTek
subsidiary, which employs patented technology to produce biodegradable absorbing
granules from papermaking byproducts that are marketed and sold as Biodac(R)
agricultural carriers, Gran-sorb(TM) oil and grease absorbents, and PaPurr(R)
(pronounced "paper") cat box filler. Biodac(R) is used to deliver agricultural
chemicals for professional turf, home lawn and garden, agricultural row-crop,
and mosquito-control applications. Through its majority-owned NEXT Fiber
Products Inc. subsidiary, formed in October 1999, the Company develops,
produces, and markets fiber-based composites primarily for the building
industry, such as fencing and siding. The Company began production at the
composites manufacturing facility, located in Green Bay, Wisconsin, at the end
of the second quarter of 2000.
Results of Operations
Second Quarter 2000 Compared With Second Quarter 1999
Revenues decreased to $1,746,000 in the second quarter of 2000 from
$2,253,000 in the second quarter of 1999. This decrease occurred in the
Cellulose-based Products segment as a result of a $320,000 decrease in sales of
Biodac and a $190,000 decrease in sales of cat box filler. The decreased sales
of Biodac resulted from decreased demand from two of the Company's largest
customers, offset in part by increased demand from other customers. Sales to one
customer decreased $210,000 due to the timing of a large order that was shipped
in the first quarter of 2000. Sales to this customer increased $450,000 in the
first six months of 2000, compared with the first six months of 1999. Sales to
the other customer decreased $390,000, primarily due to decreased demand for the
customer's product as a result of recent federal regulations that prohibit the
use of a certain insecticide that the customer used in its product. Although the
customer expects to introduce a replacement product before year-end, there can
be no assurance that future sales to this customer will not be adversely
affected. The introduction of the Company's cat box filler in late 1998 resulted
in high initial shipment levels, primarily during the second and third quarters
of 1999, as customers built inventory. As a result, sales are lower in 2000
compared to 1999.
The gross profit margin decreased to 36% in the second quarter of 2000
from 45% in the second quarter of 1999, primarily due to the inclusion of
$150,000 of overhead costs at the Company's new fiber-based composites business.
9
<PAGE>
THERMO FIBERGEN INC.
Second Quarter 2000 Compared With Second Quarter 1999 (continued)
Selling, general, and administrative expenses as a percentage of revenues
increased to 62% in the second quarter of 2000 from 38% in the second quarter of
1999, principally due to the inclusion of $250,000 of costs related to the
fiber-based composites business and decreased Cellulose-based Products revenues.
The Company expects that selling, general, and administrative expenses will
increase as it expands its fiber-based composites business.
Research and development expenses decreased to $277,000 in the second
quarter of 2000 from $354,000 in the second quarter of 1999, primarily due to a
reduction of costs in the Fiber-recovery and Water-clarification Services
segment as the Company focuses its research and development efforts on the
fiber-based composites business. The Company expects to increase its research
and development expenses as it develops new products at its fiber-based
composites business.
Interest income increased to $733,000 in the second quarter of 2000 from
$660,000 in the second quarter of 1999, principally due to an increase in
average interest rates during the period.
The effective tax rate was 40% in the second quarter of 2000 and 1999. The
effective tax rate exceeded the statutory federal income tax rate primarily due
to the impact of state income taxes and certain nondeductible expenses.
Minority interest income in the second quarter of 2000 represents the
minority investor's share of losses in the Company's NEXT Fiber Products
subsidiary.
First Six Months 2000 Compared With First Six Months 1999
Revenues increased to $4,479,000 in the first six months of 2000 from
$4,327,000 in the first six months of 1999. This increase was primarily in the
Cellulose-based Products segment as a result of a $240,000 increase in sales of
Biodac, offset in part by a $100,000 decrease in sales of cat box filler, for
the reasons discussed in the results of operations for the quarter. The
increased sales of Biodac resulted from increased demand in the first quarter of
2000 from one of the Company's largest customers, offset in part by decreased
demand in the second quarter of 2000 from another of the Company's largest
customers, which is discussed in the results of operations for the second
quarter.
The gross profit margin decreased to 38% in the first six months of 2000
from 46% in the first six months of 1999, primarily due to the inclusion of
$300,000 of overhead costs at the fiber-based composites business.
Selling, general, and administrative expenses as a percentage of revenues
increased to 48% in the first six months of 2000 from 40% in the first six
months of 1999, principally due to the inclusion of $500,000 of costs related to
the fiber-based composites business. The Company expects that selling, general,
and administrative expenses will increase as it expands its fiber-based
composites business.
Research and development expenses decreased slightly to $603,000 in the
first six months of 2000 from $659,000 in the first six months of 1999,
primarily due to a reduction of costs in the Fiber-recovery and
Water-clarification Services segment as the Company focuses its research and
development efforts on the fiber-based composites business. The Company expects
to increase its research and development expenses as it develops new products at
its fiber-based composites business.
Interest income increased slightly to $1,388,000 in the first six months
of 2000 from $1,343,000 in the first six months of 1999, principally due to an
increase in average interest rates during the period, offset in part by the
effect of a decrease in average invested balances resulting primarily from the
use of cash to fund purchases of Company common stock in 1999 and purchases of
capital equipment and technology by the Company's NEXT Fiber Products subsidiary
in late 1999 and early 2000.
10
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THERMO FIBERGEN INC.
First Six Months 2000 Compared With First Six Months 1999 (continued)
The effective tax rate exceeded the statutory federal income tax rate
primarily due to the impact of state income taxes and certain nondeductible
expenses.
Minority interest income in the first six months of 2000 represents the
minority investor's share of losses in the Company's NEXT Fiber Products
subsidiary.
Liquidity and Capital Resources
The Company had negative working capital of $10,267,000 and $9,167,000 at
July 1, 2000, and January 1, 2000, respectively. Included in working capital at
July 1, 2000, are cash, cash equivalents, and available-for-sale investments of
$36,832,000, compared with $46,456,000 at January 1, 2000. In addition, the
Company had $12,288,000 and $5,087,000 invested in an advance to affiliate at
July 1, 2000, and January 1, 2000, respectively.
During the first six months of 2000, $535,000 of cash was provided by
operating activities. The Company used $276,000 of cash to increase inventories,
primarily at GranTek. The Company used $234,000 to reduce accounts payable
during the period, primarily at GranTek.
During the first six months of 2000, the Company's primary investment
activities involved the purchases and maturities of available-for-sale
investments and advances to affiliate. In addition, the Company used $1,969,000
for purchases of property, plant, and equipment, including $1,573,000 for the
composites manufacturing facility. The Company's NEXT Fiber Products subsidiary
used $1,200,000 of cash to pay for the 1999 purchase of capital equipment and
technology related to the development of fiber-based composites. The Company has
a remaining obligation for this purchase of $500,000, which is included in other
accrued liabilities in the accompanying July 1, 2000, balance sheet. The Company
has options to acquire the 49% equity interest in NEXT Fiber Products not owned
by the Company, exercisable during the months of October 2001, 2002, or 2003,
for pre-established multiples of NEXT Fiber Products' pre-tax earnings.
The Company's common stock subject to redemption is redeemable by holders
of redemption rights in September 2000 or September 2001 for a total redemption
value of $60,116,000. The redemption rights are guaranteed, on a subordinated
basis, by Thermo Electron. As of July 1, 2000, there were 4,715,000 redemption
rights outstanding and only 3,738,500 shares of Company common stock held by
persons other than Thermo Electron or Thermo Fibertek Inc.
During the remainder of 2000, the Company plans to make expenditures for
property, plant, and equipment of approximately $1,500,000, including $1,300,000
at NEXT Fiber Products. The Company may make additional capital expenditures to
expand its fiber-based composites business. The Company believes that its
existing resources will be sufficient to meet the Company's capital requirements
until September 2000, when the Company's redemption rights become exercisable.
The Company's liquidity will be materially adversely affected if the redemption
of its common stock occurs in the third quarter of 2000. If these rights are
exercised, the Company will become insolvent and unable to continue its
business, without additional financing. Thermo Fibertek has committed to provide
funding of up to $5 million, through at least December 31, 2000, to enable the
Company to maintain its operations. There can be no assurance that the funding
will be sufficient to enable the Company to continue its operations beyond that
time.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to market risk from changes in equity prices and
interest rates has not changed materially from year-end 1999.
11
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THERMO FIBERGEN INC.
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds
(d) Use of Proceeds
The Company sold 4,715,000 Units (each Unit consisting of one share of the
Company's common stock and one redemption right, which enables the holder to
sell one share of the Company's common stock to the Company during the month of
September 2000 or the month of September 2001 for $12.75 in cash), pursuant to a
Registration Statement on Form S-1 (File No. 333-07585), which was declared
effective by the Securities and Exchange Commission on September 13, 1996. The
managing underwriters of the offering were NatWest Securities Limited, Lehman
Brothers, and Oppenheimer & Co., Inc. The aggregate gross proceeds of the
offering were $60,116,250. The Company's total expenses in connection with the
offering were $4,335,250, of which $3,913,450 was for underwriting discounts and
commissions, $401,800 was for other expenses paid to persons other than
directors or officers of the Company, persons owning more than 10% of any class
of equity securities of the Company, or affiliates of the Company (collectively,
Affiliates), and $20,000 was paid to Thermo Electron for certain corporate
services rendered in connection with the offering. The Company's net proceeds
from the offering were $55,781,000. As of July 1, 2000, the Company had expended
$9,593,000 of such net proceeds for the purchase of property, plant, and
equipment, including $3,573,000 for the construction of a water-clarification
and fiber-recovery facility, $1,700,000 for the acquisition of capital equipment
and technology related to the fiber-based composites business, and $1,573,000
for the composites manufacturing facility. The Company has invested, from time
to time, the balance of such net proceeds primarily in investment grade
interest- or dividend-bearing instruments. As of July 1, 2000, remaining net
proceeds of $33,900,000 were invested directly with persons other than
Affiliates and $12,288,000 were invested pursuant to a cash management
arrangement with Thermo Electron.
Item 4 - Submission of Matters to a Vote of Security Holders
On May 17, 2000, at the Annual Meeting of Shareholders, the shareholders elected six incumbent
directors to a one-year term expiring in 2001. The directors elected at the meeting were: Ms. Anne T.
Barrett, Mr. Francis L. McKone, Dr. Yiannis A. Monovoukas, Mr. Jonathan W. Painter, Mr. William A.
Rainville, and Mr. Roger D. Wellington. Each director received 14,088,894 shares voted in favor of his
or her election and 100 shares voted against. No abstentions or broker nonvotes were recorded on the
election of directors.
At the Annual Meeting, the shareholders also approved a proposal to amend
the Company's equity incentive plan to restate the limitation on the potential
size of awards to any recipient in a year in compliance with Section 162(m) of
the Internal Revenue Code, as amended, as follows: 14,080,287 shares were voted
in favor of the proposal and 8,707 shares were voted against. No abstentions or
broker nonvotes were recorded on the proposal.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
(b) Reports on Form 8-K
None.
12
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THERMO FIBERGEN INC.
SIGNATURES
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 as of the 8th day of August 2000.
THERMO FIBERGEN INC.
/s/ Theo Melas-Kyriazi
--------------------------------------------
Theo Melas-Kyriazi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
13
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THERMO FIBERGEN INC.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
--------------------------------------------------------------------------------
27 Financial Data Schedule.
</TABLE>
