<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
THERMO VOLTEK CORP.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
Notes:
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THERMO VOLTEK CORP.
470 Wildwood Street, Woburn, MA 01888
July ___, 1996
Dear Stockholder:
You are cordially invited to attend a Special Meeting of the Stockholders
of Thermo Voltek Corp. Your Board of Directors and management look forward to
greeting personally those Stockholders able to attend.
At the Meeting, your Board of Directors is asking Stockholders to approve
an amendment to the Corporation's Certificate of Incorporation to increase the
Corporation's authorized common stock from 10 million shares to 25 million
shares. On June 12, 1996, the Board of Directors declared a three-for-two stock
split that is contingent upon approval of the increase in the authorized shares.
The amendment to the Certificate of Incorporation requires the affirmative vote
of a majority of the issued and outstanding shares of common stock. This
proposal is described more fully in the accompanying Proxy Statement which you
are urged to read thoroughly.
For the reasons set forth in the Proxy Statement, your Board of Directors
recommends a vote "FOR" the proposal.
It is important that your shares are represented and voted at the Meeting
whether or not you plan to attend. Accordingly, you are requested to sign, date
and mail the enclosed Proxy to our transfer agent, American Stock Transfer &
Trust Company, in the envelope provided, at your earliest convenience.
Yours very truly,
JOHN W. WOOD JR.
Chairman and President
<PAGE>
THERMO VOLTEK CORP
470 Wildwood Street, Woburn, MA 01888
July ___, 1996
To the Holders of the Common Stock of
THERMO VOLTEK CORP.
NOTICE OF SPECIAL MEETING
A Special Meeting of the Stockholders (the "Meeting") of Thermo Voltek
Corp. (the "Corporation") will be held on Thursday, August 8, 1996, at 10:00
a.m. at the offices of Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts. The purpose of the Meeting is to consider and take action upon a
proposal recommended by the Board of Directors to amend the Corporation's
Certificate of Incorporation to increase the Corporation's authorized common
stock, $.05 par value per share, from 10 million shares to 25 million shares.
The transfer books of the Corporation will not be closed prior to the
Meeting, but, pursuant to appropriate action by the Board of Directors, the
record date for the determination of the Stockholders entitled to notice of and
vote at the Meeting is July 10, 1996.
The By-laws require that the holders of a majority of the stock issued and
outstanding and entitled to vote be present or represented by proxy at the
Meeting in order to constitute a quorum for the transaction of business. It is
important that your shares be represented at the Meeting regardless of the
number of shares you may hold. Whether or not you are able to be present in
person, please sign and return promptly the enclosed Proxy in the accompanying
envelope, which requires no postage if mailed in the United States.
This Notice, the Proxy and Proxy Statement enclosed herewith are sent to
you by order of the Board of Directors.
SANDRA L. LAMBERT
Secretary
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PROXY STATEMENT
The enclosed Proxy is solicited by the Board of Directors of Thermo Voltek
Corp. (the "Corporation") for use at the Special Meeting of the Stockholders
(the "Meeting") to be held on Thursday, August 8, 1996, at 10:00 a.m. at the
offices of Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts,
and any adjournment thereof. The mailing address of the executive office of the
Corporation is 470 Wildwood Street, Woburn, Massachusetts 01888. This Proxy
Statement and the enclosed Proxy were first furnished to Stockholders of the
Corporation on or about July ___, 1996.
VOTING PROCEDURES
The representation in person or by proxy of a majority of the outstanding
shares of common stock of the Corporation, $.05 par value ("Common Stock"),
entitled to vote at the Meeting is necessary to provide a quorum for the
transaction of business at the Meeting. Shares can only be voted if the
Stockholder is present in person or is represented by returning a properly
signed Proxy. Each Stockholder's vote is very important. Whether or not you plan
to attend the Meeting in person, please sign and promptly return the enclosed
proxy card, which requires no postage if mailed in the United States. All signed
and returned proxies will be counted towards establishing a quorum for the
Meeting, regardless of how the shares are voted.
Shares represented by proxy will be voted in accordance with your
instructions. You may specify your choice by marking the appropriate box on the
proxy card. If your proxy card is signed and returned without specifying
choices, your shares will be voted for the proposal and as the individuals named
as proxy holders on the Proxy deem advisable on all other matters as may
properly come before the Meeting.
The affirmative vote of a majority of the Corporation's outstanding Common
Stock entitled to vote on the matter is necessary for approval of the proposal
to increase the authorized Common Stock. An instruction to abstain from voting
on the proposal will be treated as shares present and entitled to vote and, for
purposes of determining the outcome of the vote, will have the same effect as a
vote against the proposal. Broker "non-votes" on the proposal will have the
effect of a vote against the proposal. A broker "non-vote" occurs when a nominee
holding shares for a beneficial holder does not have discretionary voting power
and does not receive voting instructions from the beneficial owner.
A Stockholder who returns a Proxy may revoke it at any time before the
Stockholder's shares are voted at the Meeting by written notice to the Secretary
of the Corporation received prior to the Meeting, by executing and returning a
later-dated Proxy or by voting by ballot at the Meeting.
The outstanding stock of the Corporation entitled to vote (excluding shares
held in treasury by the Corporation) as of May 31, 1996 consisted of 5,832,638
shares of Common Stock. Only Stockholders of record at the close of business on
July 10, 1996 are entitled to vote at the Meeting. Each share is entitled to one
vote.
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STOCK OWNERSHIP
The following table sets forth the beneficial ownership of Common Stock, as
well as the common stock of Thermedics Inc. ("Thermedics"), the Corporation's
parent company, and of Thermo Electron Corporation ("Thermo Electron"),
Thermedics' parent company, as of May 31, 1996, with respect to (i) each person
who was known by the Corporation to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each Director, (iii) the Corporation's
chief executive officer and its two other most highly compensated executive
officers for the last three fiscal years (iv) all Directors and current
executive officers as a group.
<TABLE>
<CAPTION>
Thermo Voltek Thermedics Thermo Electron
Name (1) Corp. (2) Inc. (3) Corporation (4)
-------- ------------- ---------- ---------------
<S> <C> <C> <C>
Thermedics Inc. (5)..................... 4,635,391 N/A N/A
Credit Suisse (6)....................... 400,849 N/A N/A
Pecks Management Partners Ltd. (7)...... 319,999 N/A N/A
Dominick R. Congiusti................... 17,199 15,290 10,729
Elias P. Gyftopoulos.................... 1,500 4,500 69,570
William W. Hoover....................... 15,497 0 0
Sandra L. Lambert....................... 4,999 9,861 85,623
Theo Melas-Kyriazi...................... 4,999 21,002 177,510
Michael D. Norton....................... 59,279 27,239 28,243
Peter Richman........................... 34,133 8,000 3,300
John W. Wood Jr. ....................... 62,048 196,488 261,489
All Directors and current executive
officers as a group (10 persons)...... 208,003 352,680 1,406,479
</TABLE>
(1) Except as reflected in the footnotes to this table, shares beneficially
owned consist of shares owned by the indicated person or by that person for
the benefit of minor children and all share ownership includes sole voting
and investment power.
(2) Shares beneficially owned by Mr. Congiusti, Dr. Gyftopoulos, Mr. Hoover,
Ms. Lambert, Mr. Melas-Kyriazi, Mr. Norton, Mr. Richman, Mr. Wood and all
Directors and executive officers as a group include 17,199, 1,500, 13,598,
4,999, 4,999, 55,300, 26,100, 58,049 and 187,343 shares, respectively, that
such person or group has the right to acquire within 60 days of May 31,
1996 through the exercise of stock options. Shares beneficially owned by
Mr. Richman and all Directors and executive officers as a group include
2,033 shares allocated through May 31, 1996 to his account maintained under
the Corporation's Deferred Compensation Plan for Directors. No Director or
executive officer beneficially owned more than 1% of the Common Stock
outstanding as of May 31, 1996; all Directors and executive officers as a
group beneficially owned 3.5% of the Common Stock outstanding as of such
date.
(3) Shares of the common stock of Thermedics beneficially owned by Mr.
Congiusti, Dr. Gyftopoulos, Ms. Lambert, Mr. Melas-Kyriazi, Mr. Norton, Mr.
Richman, Mr. Wood and all Directors and executive officers as a group
include 14,500, 4,500, 8,000, 20,000, 26,250, 4,500, 125,500 and 272,250
shares, respectively, that such person or member of the group has the right
to acquire within 60 days of May 31, 1996 through the exercise of stock
options. Shares beneficially owned by Ms. Lambert, Mr. Melas-Kyriazi, Mr.
Wood and all Directors and executive officers as a group include 717, 858,
1,218 and 5,301 full shares, respectively, allocated through May 31, 1996
to their respective accounts maintained pursuant to Thermo Electron's
employee stock ownership plan, of which the trustees, who have investment
power over its assets, were as of May 31, 1996 executive officers of Thermo
Electron (the "ESOP"). No Director or executive officer nor all Directors
and executive officers as a group beneficially owned more than 1% of the
Thermedics common stock outstanding as of May 31, 1996.
(4) The shares of the common stock of Thermo Electron shown in
the table reflect a three-for-two split of such stock effected
in June 1996. Shares of the common stock of Thermo Electron
beneficially owned by Mr.
2
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Congiusti, Dr. Gyftopoulos, Ms. Lambert, Mr. Melas-Kyriazi, Mr. Norton, Mr.
Wood and all Directors and executive officers as a group include 9,750,
7,875, 71,866, 129,075, 27,375, 224,658 and 905,958 shares, respectively,
that such person or member of the group has the right to acquire within 60
days of May 31, 1996 through the exercise of stock options. Shares
beneficially owned by Ms. Lambert, Mr. Melas-Kyriazi, Mr. Wood and all
Directors and executive officers as a group include 753, 873, 1,578 and
6,270 full shares, respectively, allocated through May 31, 1996, to their
respective accounts maintained pursuant to Thermo Electron's ESOP. No
Director or executive officer nor all Directors and executive officers as a
group beneficially owned more than 1% of the Thermo Electron common stock
outstanding as of May 31, 1996.
(5) Shares beneficially owned by Thermedics include 1,877,342 shares that
Thermedics had the right to acquire within 60 days of May 31, 1996 through
the conversion of certain convertible notes of the Corporation held by
Thermedics. As of May 31, 1996, Thermedics beneficially owned 60.1% of the
outstanding Common Stock. Thermedics' address is 470 Wildwood Street,
Woburn, Massachusetts.
(6) Information regarding the number of shares of Common Stock beneficially
owned by Credit Suisse is based on the most recent Schedule 13G of Credit
Suisse received by the Corporation, which reported such ownership as of
December 31, 1995. The address of Credit Suisse is Paradeplatz 8, 8070
Zurich, Switzerland. As of May 31, 1996, Credit Suisse beneficially owned
approximately 6.9% of the outstanding Common Stock of the Corporation.
(7) Information regarding the number of shares of Common Stock beneficially
owned by Pecks Management Partners Ltd. is based on the most recent
Schedule 13G of Pecks Management Partners Ltd. received by the Corporation,
which reported such ownership as of December 31, 1995. The address of Pecks
Management Partners Ltd. is One Rockefeller Plaza, New York, New York. As
of May 31, 1996, Pecks Management Partners Ltd. beneficially owned
approximately 5.5% of the outstanding Common Stock of the Corporation.
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has determined that it is advisable to increase the
Corporation's authorized Common Stock from 10 million shares to 25 million
shares, and has voted to recommend that the Stockholders adopt an amendment to
the Corporation's Certificate of Incorporation effecting the proposed increase.
The Board of Directors is recommending the increase in order to effect a three-
for-two stock split to be paid on August 23, 1996 to stockholders of record on
August 9, 1996.
On June 12, 1996, the Board of Directors approved a three-for-two split of
the Common Stock, to be effected in the form of a 50% stock dividend, subject to
the approval by the Stockholders of the Corporation of the increase in the
Corporation's authorized Common Stock as described above. If effected, the 50%
stock split would be paid on July August 23, 1996 to holders of record of the
Common Stock on August 9, 1996. This stock split is subject to the approval by
the Stockholders of the proposed increase in the authorized Common Stock and
will not be effected if such approval is not obtained.
As of May 31, 1996, approximately 5,832,638 million shares of Common Stock
were issued and outstanding (excluding treasury shares), and approximately an
additional 3,821,714 million shares were reserved for issuance upon the
conversion of existing securities and exercise of options granted under the
Corporation's various stock-based plans. Accordingly, a total of approximately
346,000 shares of Common Stock are available for future issuance.
The Board of Directors believes it continues to be in the best interest of
the Corporation to have sufficient additional authorized but unissued shares of
Common Stock available in order to provide flexibility for corporate action in
the future. Management believes that the availability of additional authorized
shares for issuance from time to time in the Board of Directors' discretion in
connection with possible acquisitions of other companies, future
3
<PAGE>
financings, investment opportunities, stock splits or dividends or for other
corporate purposes is desirable in order to avoid repeated separate amendments
to the Corporation's Certificate of Incorporation and the delay and expense
incurred in holding special meetings of the Stockholders to approve such
amendments. There are at present no specific understandings, arrangements or
agreements with respect to any future acquisitions that would require the
Corporation to issue any new shares of its Common Stock. The Board of Directors
believes that the currently available unissued shares do not provide sufficient
flexibility for corporate action in the future.
No further authorization by vote of the Stockholders will be solicited for
the issuance of the additional shares of Common Stock proposed to be authorized,
except as might be required by law, regulatory authorities or rules of the
American Stock Exchange or any stock exchange on which the Corporation's shares
may then be listed. The issuance of additional shares of Common Stock could have
the effect of diluting existing stockholder earnings per share, book value per
share and voting power. The Stockholders of the Corporation do not have any
preemptive right to purchase or subscribe for any part of any new or additional
issuance of the Corporation's securities.
Thermedics, which owned approximately ____% of the outstanding voting stock
of the Corporation on July ___, 1996, has sufficient votes to approve the
amendment and has indicated its intention to vote for the approval of the
amendment.
- --------------------------------------------------------------------------------
The affirmative vote of a majority of the Common Stock outstanding and
entitled to vote at the Meeting is required to approve the amendment to the
Corporation's Certificate of Incorporation to effect the proposed increase in
the Corporation's authorized shares. The Board of Directors considers this
amendment to be advisable and in the best interests of the Corporation and its
Stockholders and recommends that you vote FOR approval of the amendment. If not
otherwise specified, Proxies will be vote FOR approval of this amendment.
- --------------------------------------------------------------------------------
OTHER ACTION
Management is not aware at this time of any other matters that will be
presented for action at the Meeting. Should any such matters be presented, the
Proxies grant power to the proxy holders to vote shares represented by the
Proxies in the discretion of such proxy holders.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the 1997 Annual
Meeting of the Stockholders of the Corporation must be received by the
Corporation for inclusion in the Proxy Statement and form of Proxy relating to
that meeting no later than December 25, 1996.
SOLICITATION STATEMENT
The cost of this solicitation of Proxies will be borne by the Corporation.
Solicitation will be made primarily by mail, but regular employees of the
Corporation may solicit Proxies personally, by telephone or telegram. Brokers,
nominees, custodians and fiduciaries are requested to forward solicitation
materials to obtain voting instructions from beneficial owners of stock
registered in their names, and the Corporation will reimburse such parties for
their reasonable charges and expenses in connection therewith.
Woburn, Massachusetts
July ___, 1996
4
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FORM OF PROXY
THERMO VOLTEK CORP.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 23, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
The undersigned hereby appoints John W. Wood Jr., John N. Hatsopoulos and
Jonathan W. Painter, or any one of them acting in the absence of the others, as
attorneys and proxies of the undersigned, with full power of substitution, for
and in the name of the undersigned, to represent the undersigned at the Special
Meeting of the Stockholders of Thermo Voltek Corp., a Delaware corporation (the
"Company"), to be held on Thursday, August 8, 1996, at 10:00 a.m., and at any
adjournment or postponement thereof, and to vote all shares of common stock of
the Company standing in the name of the undersigned on July 10, 1996, with all
of the powers the undersigned would possess if personally present at such
meeting:
(Continued and to be signed on reverse side.)
++++ +
Please mark your + +
[ X ] votes as in this + ++++
example.
The shares represented by this Proxy will be voted "FOR" the proposal set forth
below if no instruction to the contrary is indicated or if no instruction is
given.
FOR AGAINST ABSTAIN
1. Approve an amendment to the Certificate [ ] [ ] [ ]
of Incorporation of the Company to increase
the authorized common stock from
10 million shares to 25 million shares.
2. In their discretion on such other matters as may properly come before
the Meeting.
Copies of the Notice of Meeting and of the Proxy Statement have been
received by the undersigned.
PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)_____________________________________________ DATE_________________
(Note: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEE, ETC. SHOULD SO INDICATE WHEN SIGNING, GIVING
FULL TITLE AS SUCH. IF SIGNER IS A CORPORATION, EXECUTE IN FULL CORPORATE
NAME BY AUTHORIZED OFFICER. IF MORE PERSONS, ALL SHOULD SIGN.)
