As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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METRIKA SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 33-0933537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5788 Pacific Center Boulevard
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
METRIKA SYSTEMS CORPORATION EQUITY INCENTIVE PLAN
METRIKA SYSTEMS CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
THERMO ELECTRON CORPORATION - METRIKA SYSTEMS CORPORATION NONQUALIFIED STOCK
OPTION PLAN
THERMO INSTRUMENT SYSTEMS INC. - METRIKA SYSTEMS CORPORATION NONQUALIFIED STOCK
OPTION PLAN
THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
METRIKA SYSTEMS CORPORATION EMPLOYEES' STOCK PURCHASE PLAN
THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN
THERMO INSTRUMENT SYSTEMS INC. DIRECTORS STOCK OPTION PLAN
(Full Titles of the Plans)
<PAGE>
Sandra L. Lambert, Secretary
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
(781) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
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CALCULATION OF REGISTRATION FEE
Title of Proposed
securities Amount Proposed Maximum Amount of
to be to be Maximum Aggregate Registration
registered registered Offering Offering Price Fee
Price Per
Share
Common Stock,
$.01 par 1,412,500 $16.75(3) $23,659,375 (3) $6,980
value per shares
share (1)(2)
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein and an
indeterminate number of shares of the Registrant's Common Stock as may be
issuable in connection with adjustments under the employee benefit plans
described herein to reflect certain changes in the Registrant's capital
structure, including stock dividends or stock splits.
(1) The shares registered hereunder are divided among the various plans as set
forth in the following table:
Name of Plan No. of Shares
Metrika Systems Corporation
Equity Incentive Plan 800,000
Metrika Systems Corporation Deferred
Compensation Plan for Directors 12,500
Thermo Electron Corporation - Metrika Systems Corporation
Nonqualified Stock Option Plan 150,000
Thermo Instrument Systems Inc. - Metrika Systems
Corporation Nonqualified Stock
Option Plan 75,000
Thermo Electron Corporation MoneyMatch Plus Plan 200,000
Metrika Systems Corporation Employees'
Stock Purchase Plan 50,000
Thermo Electron Corporation Directors
Stock Option Plan 100,000
Thermo Instrument Systems Inc. Directors
Stock Option Plan 25,000
(2) The number of shares of Common Stock which will actually be issued under
the Thermo Electron Corporation MoneyMatch Plus Plan (the "MoneyMatch
Plan") cannot be determined at this time, as the number of shares of
Common Stock purchased by the administrator of the MoneyMatch Plan will
depend on the amount of contributions to be used to purchase shares of the
Registrant's Common Stock in the open market and the prevailing market
prices.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering price
has been based upon (1) the registration hereunder of an aggregate of
1,412,500 shares and (2) the average of the high and low sales prices,
$16.875 and $16.625, respectively, of the Registrant's Common Stock on the
American Stock Exchange on June 29, 1998 as reported in the consolidated
reporting system.
<PAGE>
II-1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the respective participants in the plans listed on the cover page of this
Registration Statement pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to Metrika Systems Corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
year ended April 4, 1998.
(c) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed under
the Exchange Act, as such description may be amended from
time to time.
All reports or proxy statements filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold, or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is a
full-time employee of Thermo Electron Corporation ("Thermo Electron"), the
majority stockholder of Thermo Instrument Systems Inc. ("Thermo Instrument"),
which in turn is the majority stockholder of the Company, is an officer of the
Company, Thermo Instrument and Thermo Electron, and owns or has the right to
acquire, pursuant to the exercise of stock options, 2,500 shares of Common
Stock, 20,973 shares of the common stock, $.10 par value per share, of Thermo
Instrument Systems Inc. and 102,926 shares of the common stock, $1.00 par value
per share, of Thermo Electron.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the Company's
officers and directors for liabilities and expenses that they may incur in such
capacities. In general, officers and directors are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. The Company also has indemnification agreements with its
directors and officers that provide for the maximum indemnification allowed by
law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries, including the Company, against
certain liabilities which might be incurred in connection with the performance
of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 30th day of
June, 1998.
METRIKA SYSTEMS CORPORATION
By: /s/ Ernesto A. Corte
Ernesto A. Corte
President and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Metrika Systems
Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Melissa F.
Riordan, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
President, Chief Executive
Officer and
/s/ Ernesto A. Corte Director June 30, 1998
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Ernesto A. Corte
Chief Financial Officer and
/s/ John N. Hatsopoulos Senior Vice President June 30, 1998
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John N. Hatsopoulos
/s/ Paul F. Kelleher Chief Accounting Officer June 30, 1998
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Paul F. Kelleher
Chairman of the Board and June 30, 1998
/s/ Denis A. Helm Director
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Denis A. Helm
/s/ Joseph A. Baute Director June 30, 1998
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Joseph A. Baute
/s/ Willard R. Becraft Director June 30, 1998
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Willard R. Becraft
/s/ John T. Keiser Director June 30, 1998
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John T. Keiser
/s/ Earl R. Lewis Director June 30, 1998
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Earl R. Lewis
____________________ Director June 30, 1998
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Arvin H. Smith
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 30th day of June, 1998.
Thermo Electron Corporation
MoneyMatch Plus Plan
By: Thermo Electron Corporation,
Plan Administrator
By: /s/ Melissa F. Riordan
Melissa F. Riordan
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Seth H. Hoogasian, Esq.
5.2 Internal Revenue Service Determination Letter, dated May 15,
1995, with respect to the qualification of the Thermo Electron
Corporation MoneyMatch Plus Plan under Section 401 of the
Internal Revenue Code.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
<PAGE>
EXHIBIT 5.1
Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, California 92121
June 30, 1998
Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, California 92121
Re: Registration Statement on Form S-8
Relating to 1,412,500 Shares of the Common Stock,
$.01 par value, of Metrika Systems Corporation
Dear Sirs:
I am General Counsel to Metrika Systems Corporation, a Delaware corporation
(the "Company"), and have acted as counsel in connection with the registration
under the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement"), of 1,412,500 shares of the Company's Common Stock, $.01 par value
per share (the "Shares") subject to the following employee benefit plans (each,
a "Plan"), as well as an indeterminate amount of related interests in such Plans
(the "Interests"): Metrika Systems Corporation Equity Incentive Plan, Metrika
Systems Corporation Deferred Compensation Plan for Directors, Thermo Electron
Corporation - Metrika Systems Corporation Nonqualified Stock Option Plan, Thermo
Instrument Systems Inc. - Metrika Systems Corporation Nonqualified Stock Option
Plan, Thermo Electron Corporation MoneyMatch Plus Plan, Metrika Systems
Corporation Employees' Stock Purchase Plan, Thermo Electron Corporation
Directors Stock Option Plan, and Thermo Instrument Systems Inc. Directors Stock
Option Plan.
I or a member of my legal staff have reviewed the corporate proceedings
taken by the Company with respect to the authorization of the issuance of the
Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all investigations of law and have discussed with the Company's
representatives all questions of fact that I have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
corporate good standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by the Company.
3. The Shares, when issued and sold in accordance with the provisions of
the applicable Plan, will be validly issued, fully paid and nonassessable.
I am also of the opinion that the respective Plans confer valid Interests
upon the participants in such Plans, to the extent and upon the terms and
conditions described in such Plans.
I hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
<PAGE>
EXHIBIT 5.2
Internal Revenue Service Department of the Treasury
District Director
G.P.O. Box 1680
Brooklyn, NY 11202
Employer Identification Number:
Date: May 15, 1995 04-2209186
File Folder Number:
043002050
THERMO ELECTRON CORPORATION Person to Contact:
81 WYMAN STREET SANDRA JORDAN
WALTHAM, MA 02254 Contact Telephone Number:
(617) 565-7808
Plan Name:
THERMO ELECTRON CORPORATION
MONEY MATCH PLUS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated December 30, 1994. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401 (b).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401 (a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401 (a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410 (b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
Exhibit 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
Consent of Independent Public Accountants
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As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 for the Metrika Systems
Corporation Equity Incentive Plan, Metrika Systems Corporation Deferred
Compensation Plan for Directors, Thermo Electron Corporation - Metrika Systems
Corporation NonQualified Stock Option Plan, Thermo Instrument Systems Inc. -
Metrika Systems Corporation NonQualified Stock Option Plan, Thermo Electron
Corporation Moneymatch Plus Plan, Metrika Systems Corporation Employees' Stock
Purchase Plan, Thermo Electron Corporation Directors Stock Option Plan, and
Thermo Instrument Systems Inc. Directors Stock Option Plan, of our report dated
February 17, 1998, included in Metrika Systems Corporation's Annual Report on
Form 10-K for the year ended January 3, 1998, and to all references to our Firm
included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
June 25, 1998
