SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
May 24, 1999
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THERMO VISION CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13391 04-3296594
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
8 East Forge Parkway
Franklin, Massachusetts 02038
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
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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 Thermo
Vision Corporation's annual report on Form 10-K for the year ended January 2,
1999. These include risks and uncertainties relating to: technological change,
obsolescence, and new product development and acceptance; the company's
acquisition strategy; intense competition; international operations; dependence
on certain suppliers and vendors; intellectual property rights and litigation;
dependence on the semiconductor industry and industry volatility; and the
potential impact of the year 2000 on processing date-sensitive information.
Item 5. Other Events
On May 24, 1999, the Registrant issued a press release stating that its
parent corporation, Thermo Instrument Systems Inc. ("Thermo Instrument"), has
proposed the merger of the Registrant into Thermo Instrument. The Registrant
would become a wholly owned subsidiary of Thermo Instrument. Public shareholders
of the Registrant would receive cash in exchange for their
shares of the common stock of the Registrant.
The completion of this transaction is subject to numerous conditions,
including establishment of a price, approval by the board of directors of the
Registrant, negotiation and execution of a definitive merger agreement,
completion of review by the Securities and Exchange Commission of certain
required filings regarding the proposed transaction, and approval by
shareholders of the Registrant.
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.
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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 25th day of May, 1999.
THERMO VISION CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
