As filed with the Securities and Exchange Commission on July 31, 1995.
Registration No. 033-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMEDICS INC.
(Exact name of registrant as specified in its charter)
_______________
MASSACHUSETTS 04-2788806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
470 Wildwood Street
P. O. Box 2999
Woburn, Massachusetts 01888-1799
(Address of Principal Executive Offices) (Zip Code)
DIRECTORS STOCK OPTION PLAN
(as amended and restated)
(Full Title of Plan)
Sandra L. Lambert, Secretary
Thermedics Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermedics Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Title of Proposed
Maximum securities Amount to Maximum Amount of
Offering to be be aggregate registration
Price Per registered registered offering price fee
Share
Common
$19 3/16(1) Stock, $.10 37,500 $719,532(1) $249.00(1)
par value
per share
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of the
Registrant's Common Stock as may be issuable in connection with adjustments
under the Directors Stock Option Plan to reflect certain changes in the
Registrant's capital structure, including stock dividends or stock split-ups.
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) 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 37,500
shares and (2) the average of the high and low sales prices, $19 1/2 and $18
7/8, respectively, of the Registrant's Common Stock on the American Stock
Exchange on July 25, 1995 as reported in The Wall Street Journal.
_______________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Directors Stock Option Plan by Thermedics Inc.
(the "Registrant" or the "Company") pursuant to Rule 428(b) (1) under the
Securities Act of 1933, as amended (the "Securities Act").
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 year ended
December 31, 1994, as amended.
(b) The Company's Quarterly Report on Form 10-Q for the three-month
period ended April 1, 1995.
(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 amended.
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 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
also General Counsel of Thermo Electron Corporation, the majority stockholder
of the Company, and owns or has the right to acquire, pursuant to the
exercise of stock options, shares of the Common Stock of the Company, of
Thermo Electron Corporation, and of certain of Thermo Electron's
subsidiaries, the fair market value of which exceeds $50,000.
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Item 6. Indemnification of Directors and Officers.
The Massachusetts Business Corporation Law and the Company's Articles of
Organization 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 Corporation 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;
(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 registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
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(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 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 section 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 herein, and the offering of such
securities at that time shall 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.
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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 Waltham, Commonwealth of
Massachusetts, on this 28th day of July, 1995.
THERMEDICS INC.
By: /s/ John W. Wood, Jr.
John W. Wood, Jr., President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Electron
Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan
W. Painter, 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
----
ate Date
----
President, Chief Executive Officer
/s/ John W. Wood, Jr. and Director July 28, 1995
John W. Wood, Jr.
Vice President, Chief Financial
/s/ John N. Hatsopoulos Officer and Chairman of the Board July 28, 1995
John N. Hatsopoulos
Vice President, Finance (Chief
/s/ Paul F. Kelleher Accounting Officer) July 28, 1995
Paul F. Kelleher
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Signature Title
--------- -----
Date
---- ----
/s/ Peter O. Crisp Director July 28, 1995
Peter O. Crisp
/s/ Paul F. Ferrari Director July 28, 1995
Paul F. Ferrari
/s/ George N. Hatsopoulos Director July 28, 1995
George N. Hatsopoulos
/s/ Robert C. Howard Director July 28, 1995
Robert C. Howard
/s/ Arvin H. Smith Director July 28, 1995
Arvin H. Smith
/s/ Nicholas T. Zervas Director July 28, 1995
Nicholas T. Zervas
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EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Articles of Organization of the Registrant
(incorporated herein by reference to
Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1988 (File No. 1-9567)).
4.2 Amendment to Articles of Organization of the
Registrant (incorporated herein by reference
to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter
ended October 2, 1993 (File No. 1-9567)).
4.3 Amended and Restated By-Laws of the Registrant
(incorporated herein by reference to Exhibit
3(c) to the Registrant's Quarterly
Report on Form 10-Q for the quarter
ended March 28, 1992 (File No. 1-9567)).
4.4 Directors Stock Option Plan, as amended and
restated (incorporated herein by reference
to Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 1-9567)).
5.1 Opinion of Seth H. Hoogasian, Esq. 9
23.1 Consent of Arthur Andersen LLP 11
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (see signature pages
to this Registration Statement).
AA951880031
EXHIBIT 5.1
Thermedics Inc.
470 Wildwood Street
P. O. Box 2999
Woburn, Massachusetts 01888-1799
July 28, 1995
Thermedics Inc.
470 Wildwood Street
P. O. Box 2999
Woburn, Massachusetts 01888-1799
Re: Registration Statement on Form S-8 Relating to
37,500 Shares of the Common Stock, $.10 par value,
of Thermedics Inc.
Dear Sirs:
I am General Counsel to Thermedics Inc., a Massachusetts
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
37,500 shares of the Company's Common Stock, $.10 par value per
share (the "Shares").
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
Commonwealth of Massachusetts.
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 Thermedics Inc. Directors Stock Option Plan (in
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the form of Exhibit 4.4 to the Registration Statement) will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated February 3, 1995 included in Thermedics
Inc.'s Form 10-K for the year ended December 31, 1994, and to all
references to our firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
July 27, 1995
