METRIKA SYSTEMS CORP
8-K, 1998-12-10
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       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):

                                December 10, 1998

                    ----------------------------------------


                           METRIKA SYSTEMS CORPORATION
             (Exact name of Registrant as specified in its charter)


Delaware                      1-13085                     33-0733537
(State or other             (Commission                (I.R.S. Employer
jurisdiction of               File Number)             Identification Number) 
incorporation or
organization)


5788 Pacific Center Boulevard
San Diego, California                                         92121
(Address of principal executive offices)                    (Zip Code)


                                 (619) 450-9649
                         (Registrant's telephone number
                              including area code)



<PAGE>








      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  3, 1998.
These include risks and  uncertainties  relating to: customer  capital  spending
policies,   market  acceptance  of  new  products,   technological   change  and
new-product   introductions,   government   regulations   and   approvals,   the
Registrant's  acquisition  strategy,   international  operations,   competition,
proprietary  technology  rights,  and the  potential  impact of the year 2000 on
processing date-sensitive information.

Item 5.     Other Events

      On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's  ultimate parent  corporation,  issued a press release regarding an
update to the proposed corporate  reorganization,  announced on August 12, 1998,
involving certain of Thermo Electron's subsidiaries, including the Registrant.

      The press release  stated,  among other things,  that the Registrant  will
remain an individual  public  subsidiary of Thermo  Electron's Thermo Instrument
Systems Inc.  subsidiary,  and will not be combined with Thermo Sentron Inc. and
ONIX Systems Inc. to form a new sensor and process control company,  as had been
announced on August 12.


Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

      (a)    Financial Statements of Business Acquired: not
            applicable.

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits: not applicable.


<PAGE>

                                    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 10th day of December, 1998.



                                          METRIKA SYSTEMS CORPORATION



                                          By:/s/ Kenneth J. Apicerno
                                             Kenneth J. Apicerno
                                             Treasurer









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