ONIX SYSTEMS INC
8-K, 1998-12-10
MEASURING & CONTROLLING DEVICES, NEC
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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

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


                                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)



<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  "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




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