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):
March 30, 1998
________________________________________
THERMO VOLTEK CORP.
(Exact name of Registrant as specified in its charter)
Delaware 1-10574 13-1946800
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
470 Wildwood Street
Woburn, Massachusetts 01888
(Address of principal executive offices) (Zip Code)
(781) 938-3786
(Registrant's telephone number
including area code)
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Item 5. Other Events
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On March 30, 1998, Thermo Voltek Corp. (the "Company")
received a proposal from its parent company, Thermedics Inc.
("Thermedics"), 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, Thermedics intends to redeem the Company's 3/ percent
convertible subordinated debentures due 2000 in the aggregate
outstanding principal amount of $5.25 million. Thermedics
currently owns 67 percent of the outstanding common stock of the
Company. Thermedics is a 58 percent-owned subsidiary of Thermo
Electron Corporation ("Thermo Electron"), which in turn owns
approximately 3 percent of the outstanding common stock of the
Company. The Company has appointed a special committee comprised
of its independent directors to evaluate the proposal with the
assistance of a financial advisor to be selected.
The merger is contingent upon, among other things, the
negotiation and execution of a definitive merger agreement;
receipt by the 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; the approval of the 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.
On March 31, 1998, a complaint naming the Company as a
defendant, among others, regarding Thermedics' proposed
acquisition of the Company was filed in Delaware Chancery Court
by a shareholder of the Company. The complaint alleges, among
other things, that the proposed price of $7.00 per share is
unfair and grossly inadequate. The plaintiff is seeking
injunctive and other appropriate relief. A second complaint was
also filed in Delaware Chancery Court by another shareholder of
the Company on this date containing substantially similar
allegations.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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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 3rd day of April, 1998.
THERMO VOLTEK CORP.
By: /s/ Sandra L. Lambert
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Sandra L. Lambert
Secretary
