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 4, 1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 1-10574
THERMO VOLTEK CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-1946800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Wildwood Street, P.O. Box 2878
Woburn, Massachusetts 01888-1578
(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 (or for such shorter period
that the Registrant was required to file such reports), 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 31, 1998
---------------------------- ----------------------------
Common Stock, $.05 par value 8,683,208
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMO VOLTEK CORP.
Consolidated Balance Sheet
(Unaudited)
Assets
July 4, January 3,
(In thousands) 1998 1998
- --------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents (includes $13,697
and $13,744 under repurchase agreement with
affiliated company) $14,723 $14,608
Available-for-sale investments, at quoted
market value (amortized cost of $1,003 and
$3,041) 1,005 3,041
Accounts receivable, less allowances of $793
and $799 10,474 10,388
Inventories:
Raw materials 5,094 5,100
Work in process 5,650 4,089
Finished goods 1,893 1,792
Prepaid income taxes and other current assets 2,118 1,999
------- -------
40,957 41,017
------- -------
Property, Plant, and Equipment, at Cost 10,816 10,637
Less: Accumulated depreciation and amortization 7,390 6,955
------- -------
3,426 3,682
------- -------
Long-term Prepaid Income Taxes and Other Assets 485 539
------- -------
Cost in Excess of Net Assets of Acquired Companies 17,757 18,058
------- -------
$62,625 $63,296
======= =======
2
<PAGE>
THERMO VOLTEK CORP.
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
July 4, January 3,
(In thousands except share amounts) 1998 1998
- --------------------------------------------------------------------------
Current Liabilities:
Notes payable $ 3,856 $ 2,376
Accounts payable 2,812 3,194
Accrued payroll and employee benefits 920 1,159
Accrued commissions 1,130 1,080
Accrued warranty costs 594 624
Accrued income taxes 834 489
Other accrued expenses 1,184 1,538
Due to parent company and affiliated companies 1,387 694
------- -------
12,717 11,154
------- -------
Subordinated Convertible Obligations
(includes $10,000 of related-party debt) 15,250 17,750
------- -------
Shareholders' Investment:
Common stock, $.05 par value, 25,000,000 shares
authorized; 9,939,865 shares issued 497 497
Capital in excess of par value 38,687 38,799
Retained earnings 5,566 4,563
Treasury stock at cost, 1,263,107 and
1,098,912 shares (9,596) (8,836)
Accumulated other comprehensive items (Note 2) (496) (631)
------- -------
34,658 34,392
------- -------
$62,625 $63,296
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Income
(Unaudited)
Three Months Ended
------------------
July 4, June 28,
(In thousands except per share amounts) 1998 1997
- --------------------------------------------------------------------------
Revenues $10,725 $11,888
------- -------
Costs and Operating Expenses:
Cost of revenues 5,902 6,442
Selling, general, and administrative expenses 3,266 4,174
Research and development expenses 672 1,023
------- -------
9,840 11,639
------- -------
Operating Income 885 249
Interest Income 233 305
Interest Expense (includes $151 to related party) (299) (296)
------- -------
Income Before Income Taxes 819 258
Income Tax Provision 327 98
------- -------
Net Income $ 492 $ 160
======= =======
Earnings per Share (Note 3):
Basic $ .06 $ .02
======= =======
Diluted $ .05 $ .02
======= =======
Weighted Average Shares (Note 3):
Basic 8,675 9,222
======= =======
Diluted 11,891 9,353
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Operations
(Unaudited)
Six Months Ended
------------------
July 4, June 28,
(In thousands except per share amounts) 1998 1997
- --------------------------------------------------------------------------
Revenues $22,165 $21,604
------- -------
Costs and Operating Expenses:
Cost of revenues 12,120 11,893
Selling, general, and administrative expenses 6,873 8,238
Research and development expenses 1,465 1,870
------- -------
20,458 22,001
------- -------
Operating Income (Loss) 1,707 (397)
Interest Income 482 698
Interest Expense (includes $302 to related party) (586) (580)
Other Income 69 -
------- -------
Income (Loss) Before Income Taxes 1,672 (279)
Income Tax Provision (Benefit) 669 (106)
------- -------
Net Income (Loss) $ 1,003 $ (173)
======= =======
Earnings (Loss) per Share (Note 3):
Basic $ .12 $ (.02)
======= =======
Diluted $ .10 $ (.02)
======= =======
Weighted Average Shares (Note 3):
Basic 8,718 9,527
======= =======
Diluted 12,063 9,527
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
------------------
July 4, June 28,
(In thousands) 1998 1997
- --------------------------------------------------------------------------
Operating Activities:
Net income (loss) $ 1,003 $ (173)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,041 925
Provision for losses on accounts receivable 115 117
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable (273) 2,651
Inventories (1,643) (417)
Other current assets (34) (13)
Accounts payable (383) (458)
Other current liabilities 590 (17)
------- -------
Net cash provided by operating activities 416 2,615
------- -------
Investing Activities:
Acquisition, net of cash acquired - (2,820)
Proceeds from sale and maturities of available-
for-sale investments 2,000 4,500
Purchases of property, plant, and equipment (610) (374)
Other 36 (67)
------- -------
Net cash provided by investing activities 1,426 1,239
------- -------
Financing Activities:
Net increase in notes payable 1,480 1,076
Net proceeds from issuance of Company common stock 84 118
Repurchase of Company common stock and long-term
obligations (3,390) (8,462)
------- -------
Net cash used in financing activities (1,826) (7,268)
------- -------
Exchange Rate Effect on Cash 99 145
------- -------
Increase (Decrease) in Cash and Cash Equivalents 115 (3,269)
Cash and Cash Equivalents at Beginning of Period 14,608 17,874
------- -------
Cash and Cash Equivalents at End of Period $14,723 $14,605
======= =======
Noncash Activities:
Fair value of assets of acquired company $ - $ 4,807
Cash paid for acquired company - (3,248)
------- -------
Liabilities assumed of acquired company $ - $ 1,559
======= =======
Conversions of subordinated convertible obligations $ - $ 895
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
THERMO VOLTEK CORP.
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been prepared
by Thermo Voltek Corp. (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 4, 1998, the results of
operations for the three- and six-month periods ended July 4, 1998, and June 28,
1997, and the cash flows for the six-month periods ended July 4, 1998, and June
28, 1997. Interim results are not necessarily indicative of results for a full
year.
The consolidated balance sheet presented as of January 3, 1998, 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 3, 1998,
filed with the Securities and Exchange Commission.
2. Comprehensive Income
During the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This
pronouncement sets forth requirements for disclosure of the Company's
comprehensive income and accumulated other comprehensive items. In general,
comprehensive income combines net income and "other comprehensive items," which
represent certain amounts that are reported as components of shareholders'
investment in the Company's balance sheet, including foreign currency
translation adjustments and any unrealized net of tax gains and losses from
available-for-sale investments. During the second quarter of 1998 and 1997, the
Company had comprehensive income of $584,000 and $332,000, respectively. During
the first six months of 1998 and 1997, the Company had comprehensive income of
$1,138,000 and a comprehensive loss of $512,000, respectively.
7
<PAGE>
3. Earnings (Loss) per Share
Basic and diluted earnings (loss) per share were calculated as follows:
Three Months Ended Six Months Ended
------------------ ------------------
(In thousands except July 4, June 28, July 4, June 28,
per share amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------
Basic
Net income (loss) $ 492 $ 160 $ 1,003 $ (173)
------- ------- ------- -------
Weighted average shares 8,675 9,222 8,718 9,527
------- ------- ------- -------
Basic earnings (loss) per
share $ .06 $ .02 $ .12 $ (.02)
======= ======= ======= =======
Diluted
Net income (loss) $ 492 $ 160 $ 1,003 $ (173)
Effect of convertible
obligations 120 - 253 -
------- ------- ------- -------
Income (loss) available to
common shareholders,
as adjusted $ 612 $ 160 $ 1,256 $ (173)
------- ------- ------- -------
Weighted average shares 8,675 9,222 8,718 9,527
Effect of:
Convertible obligations 3,134 - 3,281 -
Stock options 82 131 64 -
------- ------- ------- -------
Weighted average shares,
as adjusted 11,891 9,353 12,063 9,527
------- ------- ------- -------
Diluted earnings (loss) per
share $ .05 $ .02 $ .10 $ (.02)
======= ======= ======= =======
The computation of diluted earnings per share excludes the effect of
assuming the exercise of certain outstanding stock options because the effect
would be antidilutive. As of July 4, 1998, there were 334,500 of such options
outstanding, with exercise prices ranging from $7.00 to $14.05 per share. In
addition, the computations of diluted earnings per share for the three- and
six-month periods ended June 28, 1997, exclude the effect of assuming the
conversion of the Company's subordinated convertible obligations, because the
effect would be antidilutive.
8
<PAGE>
4. Offer to Acquire the Outstanding Common Stock of the Company
On March 31, 1998, the Company received a proposal from its parent company,
Thermedics Inc., to acquire, through a merger, all of the outstanding shares of
the Company's common stock that Thermedics does not own, at a price of $7.00 per
share in cash. In addition, the proposal contemplates the redemption of the
Company's $5.3 million principal amount of 3 3/4% convertible subordinated
debentures due 2000. As of July 4, 1998, Thermedics owned 67% of the outstanding
common stock of the Company. Thermedics is a 64%-owned subsidiary of Thermo
Electron Corporation, which in turn owns approximately 3% of the outstanding
common stock of the Company.
On March 31, 1998, complaints were filed by certain shareholders of the
Company, each attempting to act on behalf of the Company's public shareholders.
The complaints allege, among other things, that the proposed price of $7.00 per
share to be paid to the shareholders of the Company is unfair and grossly
inadequate.
The Company has appointed a special committee, comprised of its
independent directors, to evaluate the proposal with the assistance of a
financial advisor, HSBC Securities, Inc., which is also working with the special
committee to evaluate alternatives to the proposal, including the possibility of
identifying another buyer of the Company. The merger is contingent upon, among
other things, the negotiation and execution of a definitive merger agreement;
receipt by the Company's board of directors of an opinion by an investment
banking firm that the Thermedics offer is fair to the Company's shareholders
(other than Thermedics and Thermo Electron) from a financial point of view;
approval by the holders of a majority of the Company's shares, excluding
Thermedics and Thermo Electron; the approval of the Company's board of directors
upon recommendation of its special committee; and clearance by the Securities
and Exchange Commission of the proxy materials regarding the proposed
transaction.
5. Universal Voltronics Division
The Company has entered into a nonbinding letter of intent to sell its
Universal Voltronics division for approximately $2.5 million in cash, subject to
a post-closing adjustment. The sale is subject to the satisfaction of certain
conditions, including completion of due diligence and negotiation of definitive
agreements, as well as approval by the Company's board of directors and the
stockholders of the prospective buyer. The final terms of this disposition have
not been determined and there can be no assurance that the disposition will be
completed. The sale, if completed, is expected to result in a gain. Universal
Voltronics had revenues of $3.9 million and an operating loss of $0.1 million in
1997, and had revenues of $2.9 million and operating income of $0.3 million in
the first six months of 1998.
9
<PAGE>
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 3, 1998, filed with the Securities and Exchange
Commission.
Overview
The Company designs, manufactures, and markets electromagnetic compatibility
(EMC) test instruments and a range of products related to power amplification,
conversion, and quality. The Company's test instruments help manufacturers of
electronic systems and integrated circuits ensure product quality and meet
certain regulatory requirements. The Company's power products are used in
communications, broadcast, research, and medical imaging applications, as well
as in EMC testing applications.
The Company's KeyTek Instrument division manufactures instruments that test
for immunity to pulsed electromagnetic interference (pulsed EMI) and systems
used in reliability testing and characterization of semiconductor devices.
Through its Universal Voltronics division, the Company manufactures high-voltage
power supplies and related equipment that transform utility-supplied AC power
into DC voltages and currents required by the user, while allowing precise
control over the performance level desired for each application (Note 5). The
Company's Kalmus division manufactures radio frequency (RF) power amplifiers and
systems used to test products for immunity to conducted and radiated radio
frequency interference (RFI) and in communications, medical, and research
applications. Comtest Europe B.V. distributes a range of EMC-related products,
and provides EMC consulting and systems-integration services. Pacific Power
Source Corporation manufactures power-conversion equipment for use in a variety
of commercial applications and programmable power amplifiers that can be
incorporated into EMC test equipment to assess tolerance to normal variances in
the quality and quantity of AC voltage. Acquired in April 1997, Milmega Ltd.
primarily manufactures and markets microwave amplifiers that are suitable for
EMC testing, physics research, and communications, medical, and military
applications. In October 1997, the Company established its Global Power Systems
division to market specialized power products, particularly for use in boating
and marine applications.
10
<PAGE>
Overview (continued)
During 1997, the Company experienced lower demand for its EMC test products.
Due in part to these developments, during 1997 the Company implemented certain
operational, organizational, and personnel changes.
A significant percentage of the Company's revenues are derived from sales of
products outside the U.S., including certain Asian countries, through export
sales and sales by the Company's European operations. Asia is experiencing a
severe economic crisis characterized by sharply reduced economic activity and
liquidity, highly volatile foreign-currency-exchange and interest rates, and
unstable stock markets. The Company's export sales to Asia and to customers that
do business in Asia have been affected by the unstable economic conditions
there. Although the Company seeks to charge its international customers in the
same currency as its operating costs, the Company's financial performance and
competitive position can be affected by currency exchange rate fluctuations.
Results of Operations
Second Quarter 1998 Compared With Second Quarter 1997
Revenues decreased to $10.7 million in the second quarter of 1998 from
$11.9 million in the second quarter of 1997. Sales of electrostatic discharge
(ESD) test equipment decreased, due in part to unstable economic conditions in
Asia, as discussed above. In addition, revenues decreased due to lower demand
for certain lower-margin products in Europe. These decreases were offset in part
by revenues from a new EMC-test product, introduced in the third quarter of
1997, and an increase in sales at Universal Voltronics, related to certain new
OEM arrangements.
The gross profit margin decreased to 45% in the second quarter of 1998
from 46% in the second quarter of 1997, primarily due to the decrease in sales
of high-margin ESD-test equipment, offset in part by the favorable effect of a
reduction in the sale of certain lower-margin products and the inclusion of
higher-margin revenues from the new EMC-test product.
Selling, general, and administrative expenses as a percentage of revenues
decreased to 30% in the second quarter of 1998 from 35% in the second quarter of
1997, primarily due to efficiencies gained from operational, organizational, and
personnel changes implemented in 1997, offset in part by the effect of the
decrease in total revenues. Research and development expenses decreased to $0.7
million in 1998 from $1.0 million in 1997, primarily due to the completed
development of certain new products in the third and fourth quarters of 1997, as
well as the impact of cost reduction efforts.
11
<PAGE>
Second Quarter 1998 Compared With Second Quarter 1997 (continued)
Interest income decreased to $0.2 million in the second quarter of 1998 from
$0.3 million in the second quarter of 1997, primarily due to lower average
invested balances. Interest expense was $0.3 million in both periods.
The effective tax rates were 40% and 38% in the second quarter of 1998 and
1997, respectively. The effective tax rates exceeded the statutory federal
income tax rate primarily due to the impact of nondeductible expenses and state
income taxes. The effective tax rate increased in 1998 due to a shift in the
relative levels of income in the various jurisdictions in which the Company
operates.
The Company is currently assessing the potential impact of the year 2000 on
the processing of date-sensitive information by the Company's computerized
information systems and on products sold as well as products purchased by the
Company. The Company believes that its internal information systems and current
products are either year 2000 compliant or will be so prior to the year 2000
without incurring material costs. There can be no assurance, however, that the
Company will not experience unexpected costs and delays in achieving year 2000
compliance for its internal information systems and current products, which
could result in a material adverse effect on the Company's future results of
operations.
The Company is presently assessing the effect that the year 2000 problem
may have on its previously sold products. The Company is also assessing whether
its key suppliers are adequately addressing this issue and the effect this might
have on the Company. The Company has not completed its analysis and is unable to
conclude at this time that the year 2000 problem as it relates to its previously
sold products and products purchased from key suppliers is not reasonably likely
to have a material adverse effect on the Company's future results of operations.
First Six Months 1998 Compared With First Six Months 1997
Revenues increased to $22.2 million in the first six months of 1998 from
$21.6 million in the first six months of 1997. Revenues increased $1.0 million
due to the acquisition of Milmega in April 1997. Revenues decreased due to a
decline in demand for certain lower-margin products in Europe and lower sales of
ESD-test equipment, due in part to unstable economic conditions in Asia, as
discussed above. These decreases were offset in part by revenues from a new
EMC-test product, introduced in the third quarter of 1997, and an increase in
sales at Universal Voltronics, related to certain new OEM arrangements.
The gross profit margin was 45% in both periods. The favorable impact of
decreased sales of certain lower-margin products and the inclusion of
higher-margin revenues from the new EMC-test product was offset by the effect of
the decrease in sales of high-margin ESD-test equipment.
12
<PAGE>
First Six Months 1998 Compared With First Six Months 1997 (continued)
Selling, general, and administrative expenses as a percentage of revenues
decreased to 31% in the first six months of 1998 from 38% in the first six
months of 1997, primarily due to efficiencies gained from operational,
organizational, and personnel changes implemented in 1997 and, to a lesser
extent, the effect of the acquisition of Milmega, which has lower costs as a
percentage of revenues. Research and development expenses decreased to $1.5
million in 1998 from $1.9 million in 1997, primarily due to the completed
development of certain new products in the third and fourth quarters of 1997, as
well as the impact of cost reduction efforts, offset in part by the inclusion of
$0.1 million in expenses at Milmega.
Interest income decreased to $0.5 million in the first six months of 1998
from $0.7 million in the first six months of 1997, primarily due to lower
average invested balances. Interest expense was $0.6 million in both periods.
The effective tax rates were 40% and 38% in the first six months of 1998
and 1997, respectively. The effective tax rates exceeded the statutory federal
income tax rate primarily due to the impact of nondeductible expenses and state
income taxes. The effective tax rate increased in 1998 due to a shift in the
relative levels of income in the various jurisdictions in which the Company
operates.
Liquidity and Capital Resources
Consolidated working capital was $28.2 million at July 4, 1998, compared
with $29.9 million at January 3, 1998. Included in working capital are cash,
cash equivalents, and available-for-sale investments of $15.7 million at July 4,
1998, compared with $17.6 million at January 3, 1998. During the first six
months of 1998, $0.4 million of cash was provided by operating activities. Cash
of $1.6 million was used to fund an increase in inventory, primarily due to an
increase in unbilled contract costs and fees earned under certain government
contracts.
Excluding available-for-sale investment activity, the Company's investing
activities in the first six months of 1998 consisted primarily of $0.6 million
of expenditures for purchases of property, plant, and equipment. The Company
expects to make capital expenditures of approximately $0.5 million during the
remainder of 1998.
The Company's financing activities used $1.8 million of cash during the
first six months of 1998. In April and December 1997, the Company's Board of
Directors authorized the repurchase, through various dates ending December 16,
1998, of up to $15.0 million of Company securities, to be funded from working
capital. During the first six months of 1998, the Company expended $3.4 million
under these authorizations. The Company does not currently intend to repurchase
any additional securities under these authorizations.
13
<PAGE>
Liquidity and Capital Resources (continued)
The Company expects to have positive cash flow from its existing operations.
Although the Company does not presently intend to actively seek to acquire
additional businesses in the near future, it may acquire one or more
complementary businesses if they are presented to the Company on terms the
Company believes to be attractive. Such acquisitions may require significant
amounts of cash. The Company expects that it will finance any such acquisitions
through a combination of internal funds, and/or short-term borrowings from
Thermo Electron Corporation or Thermedics Inc., although there is no agreement
with these companies to ensure that funds will be available on acceptable terms
or at all. The Company believes that its existing resources are sufficient to
meet the capital requirements of its existing operations for the foreseeable
future.
PART II - OTHER INFORMATION
Item 1 - Legal Processings
On March 31, 1998, each of Kenneth Steiner, Crandon Capital Partners and
Anthony Marotta commenced separate lawsuits in the Delaware Chancery Court,
Newcastle County, against the Company, its directors, Thermedics Inc., and
Thermo Electron Corporation. Each plaintiff is attempting to act on behalf of
the public shareholders of the Company, and is alleging, among other things,
that Thermedics Inc.'s proposal to acquire all of the shares of common stock of
the Company that Thermedics does not own, for a price of $7.00 per share, is
unfair and grossly inadequate. The plaintiffs are seeking injunctive and other
appropriate relief, however, no specific amount of monetary damages were
claimed. The joint defendants, including the Company, are defending this matter.
However, due to the inherent uncertainty of litigation, the Company cannot
predict the outcome of this matter, particularly whether the Company would be
enjoined from entering into the proposed transaction with Thermedics if it
chooses to do so and whether it may be subject to damages as a result thereof.
Item 4 - Submission of Matters to a Vote of Security Holders
On June 1, 1998, at the Annual Meeting of Shareholders, the
shareholders elected six directors to a one-year term expiring in 1999.
The directors elected at the meeting were: Dr. Elias P. Gyftopoulos, Mr.
William W. Hoover, Ms. Sandra L. Lambert, Mr. Theo Melas-Kyriazi, Mr.
Peter Richman, and Mr. John Wood Jr. Each director, except Dr.
Gyftopoulos, received 7,847,701 shares voted in favor of his election and
30,416 shares voted against. Dr. Gyftopoulos received 7,841,855 shares
voted in favor of his election and 36,262 shares voted against. No
abstentions or broker nonvotes were recorded on the election of directors.
14
<PAGE>
Item 5 - Other Information
Pursuant to recent amendments to the rules relating to proxy statements
under the Securities Exchange Act of 1934, as amended (the Exchange Act),
shareholders of the Company are hereby notified that any shareholder proposal
not included in the Company's proxy materials for its 1999 Annual Meeting of
Shareholders (the Annual Meeting) in accordance with Rule 14a-8 under the
Exchange Act will be considered untimely for the purposes of Rules 14a-4 and
14a-5 under the Exchange Act if notice thereof is received by the Company after
March 15, 1999. Management proxies will be authorized to exercise discretionary
voting authority with respect to any shareholder proposal not included in the
Company's proxy materials for the Annual Meeting unless (a) the Company receives
notice of such proposal by March 15, 1999, and (b) the conditions set forth in
Rule 14a-4(c)(2)(i)-(iii) under the Exchange Act are met.
Item 6 - Exhibits
See Exhibit Index on the page immediately preceding exhibits.
15
<PAGE>
THERMO VOLTEK CORP.
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 7th day of August 1998.
THERMO VOLTEK CORP.
Paul F. Kelleher
----------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
----------------------------
John N. Hatsopoulos
Chief Financial Officer and
Senior Vice President
16
<PAGE>
THERMO VOLTEK CORP.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ----------------------------------------------------------------------------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO
VOLTEK CORPORATION REPORT ON FORM 10-Q FOR THE PERIOD ENDED JULY 4, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-END> JUL-04-1998
<CASH> 14,723
<SECURITIES> 1,005
<RECEIVABLES> 11,267
<ALLOWANCES> 793
<INVENTORY> 12,637
<CURRENT-ASSETS> 40,957
<PP&E> 10,816
<DEPRECIATION> 7,390
<TOTAL-ASSETS> 62,625
<CURRENT-LIABILITIES> 12,717
<BONDS> 5,250
0
0
<COMMON> 497
<OTHER-SE> 34,161
<TOTAL-LIABILITY-AND-EQUITY> 62,625
<SALES> 22,165
<TOTAL-REVENUES> 22,165
<CGS> 12,120
<TOTAL-COSTS> 12,120
<OTHER-EXPENSES> 1,465
<LOSS-PROVISION> 115
<INTEREST-EXPENSE> 586
<INCOME-PRETAX> 1,672
<INCOME-TAX> 669
<INCOME-CONTINUING> 1,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,003
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.10
</TABLE>
