Filed Pursuant to Rules 424(b)(3) and
424(c) of the Securities Act of 1933
Registration No. 333-59973
Prospectus Supplement
Supplement to Prospectus
dated August 6, 1998,
as supplemented on August 14, 1998,
October 8, 1998 and November 12, 1998
ONIX SYSTEMS INC.
1,639,640 Shares of Common Stock
This prospectus supplement relates to 1,639,640 shares of Common Stock,
par value $.01 per share, of ONIX Systems Inc. (the "Company").
This prospectus supplement is being filed to include information, as part
of the Prospectus dated August 6, 1998, contained in the Company's Current
Report on Form 8-K relating to events of December 10, 1998, a copy of which is
attached hereto.
The information in the Current Report on Form 8-K relates to a press
release issued by Thermo Electron Corporation ("Thermo Electron"), the Company's
ultimate parent corporation, on December 10, 1998, relating to Thermo Electron's
previously announced proposed reorganization that involves certain of Thermo
Electron's subsidiaries, including the Company. In the press release, Thermo
Electron announced that the Company 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 Metrika Systems Corporation to form a new
sensor and process control company, as had been previously announced.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or by any other person.
All information contained in this Prospectus is as of the date of this
Prospectus. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not be
lawfully made. Neither the delivery of this Prospectus nor any sale or
distribution made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
December 11, 1998
<PAGE>
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):
December 10, 1998
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ONIX SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-13975 76-0546330
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
22001 North Park Drive
Kingwood, Texas 77339-3804
(Address of principal executive offices) (Zip Code)
(281) 348-1111
(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 "Risk Factors" included in the Registrant's
Registration Statement on Form S-1 [Reg. No. 333-59973] filed with the
Securities and Exchange Commission. These include risks and uncertainties
relating to: dependence on the oil and gas industry, market acceptance of new
products, customer capital spending policies, the Registrant's acquisition
strategy, technological change and new products, government regulations and
approvals, international sales, competition, use of gamma technology, and
protection of proprietary rights.
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
Metrika Systems Corporation 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.
ONIX SYSTEMS INC.
By: /s/Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
