As filed with the Securities and Exchange
Commission on March 29, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
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 No.)
------------------
470 Wildwood Street
P. O. Box 2999
Woburn, Massachusetts 01888-1799
(617) 938-3786
Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermedics Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire
General Counsel
Thermedics Inc.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [ x ]
__________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$.10 par 394,928
value per shares $28 3/16 $11,132,033(1) $3,839 (1)
share (1)
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on March 27, 1996.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
394,928 Shares
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THERMEDICS INC.
Common Stock
This Prospectus relates to 394,928 shares (the "Shares") of
Common Stock, par value $.10 per share (the "Common Stock"), of
Thermedics Inc. (the "Company"). The Shares may be offered by
the Thermo Electron Corporation Employees Stock Ownership Plan
and Trust (the "Selling Shareholder" or the "Plan"), a profit
sharing plan qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), from time to time
in transactions on the American Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholder may effect such transactions by
selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholder and/or
the purchasers of the Shares for whom such broker-dealers may act
as agent or to whom they sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of
customary commissions). Alternatively, the Selling Shareholder
may distribute some or all of the Shares to participants in the
Plan who elect to receive distributions in kind upon the
termination of the Plan. Shares not so sold or distributed may
be transferred to a successor plan qualified under Section 401(a)
of the Code. The Selling Shareholder and any broker-dealer who
acts in connection with the sales of Shares hereunder may be
deemed to be "underwriters" as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Shares were
originally acquired by the Selling Shareholder in open market
transactions or in the form of contributions from the Company or
from Thermo Electron Corporation, which owns a majority of the
Company's outstanding capital stock ("Thermo Electron"). See
"Selling Shareholder."
_____________
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 ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
None of the proceeds from the sale of the Shares by the
Selling Shareholder will be received by the Company. The Company
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has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Shareholder) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholder against certain liabilities, including
liabilities under the Securities Act as underwriters or
otherwise.
__________, 1996
_____________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by 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. Neither the delivery of
this Prospectus nor any sale or distribution and resale 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. This Prospectus does not constitute an offer to
sell or a solicitation of any 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.
_____________
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is listed on
the American Stock Exchange, and the reports, proxy statements
and other information filed by the Company with the Commission
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can be inspected at the offices of the American Stock Exchange,
86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Clerk, Thermedics Inc., 81 Wyman Street, P. O.
Box 9046, Waltham, Massachusetts 02254-9046 (telephone number:
(617) 622-1000).
THE COMPANY
The businesses of the Company are divided into two segments:
Instruments and Other Equipment, and Biomedical Products.
The Company's Instruments and Other Equipment segment
includes Thermo Sentron Inc. ("Thermo Sentron"), a newly formed
subsidiary of the Company. On January 2, 1996, the Company
transferred to Thermo Sentron the assets, liabilities and
business of Ramsey Technology, Inc., which was acquired in March
1994, for 7,000,000 shares of Thermo Sentron common stock. Thermo
Sentron designs, develops, manufactures, and sells high-speed
precision weighing and inspection equipment for industrial
production and packaging lines. On March 27, 1996, Thermo
Sentron commenced an initial public offering of shares of common
stock. The Company owns approximatley 74% of Thermo Sentron.
Also part of the Instruments and Other Equipment segment is
the Orion laboratory products division ("Orion") of Analytical
Technology, Inc., which the Company acquired in December 1995 for
approximately $52.7 million in cash, which included the repayment
of $8.6 million of debt, subject to a post-closing adjustment.
To partially finance this acquisition, the Company borrowed $38.0
million from Thermo Electron pursuant to a promissory note due
December 1996. The balance of the purchase price was funded from
the Company's working capital. Orion is a manufacturer of
electrochemistry, microweighing, process and other instruments
used to analyze the chemical compositions of foods, beverages,
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and pharmaceuticals and detect contaminants in environmental and
high-purity water samples.
Through its Thermedics Detection Inc. ("Thermedics
Detection") subsidiary, the Company also develops, manufactures,
and markets high-speed detection instruments, including the
Alexus(R) system, a process detection instrument used in product
quality assurance applications, and the EGIS(R) system, a
security instrument used to detect explosives at airports and
other locations. In January 1996, Thermedics Detection acquired
the assets of Moisture Systems Corporation and certain affiliated
companies (collectively, "MSC"), and the stock of Rutter & Co.
("Rutter") for a total of $20.5 million in cash and the
assumption of certain liabilities. MSC and Rutter design,
manufacture, and sell instruments which use near infrared
radiation to measure moisture for protein and other product
components in the manufacturing process for the food,
pharmaceutical, chemical, wood, pulp, paper, and other
industries.
Through the Company's Thermo Voltek Corp. subsidiary, the
Instruments and Other Equipment segment manufactures a line of
electronic test instruments and high-voltage power conversion
systems.
As part of its Biomedical Products segment, the Company's
Thermo Cardiosystems Inc. subsidiary has developed two
implantable left ventricular-assist systems ("LVAS"): an
implantable pneumatic, or air-driven system, and an electric
version. In October 1994, the Company announced that the U.S.
Food and Drug Administration granted approval for the commercial
sale of the air-driven LVAS for use as a bridge-to-transplant.
With this approval, the air-driven system became available for
sale to cardiac centers throughout the U.S. The Company also
develops, manufactures, and markets enteral nutrition-delivery
systems and a line of medical-grade polymers used in medical
disposables and nonmedical, industrial applications, including
safety glass and automotive coatings.
The Company is a majority-owned, publicly traded subsidiary
of Thermo Electron. As of December 30, 1995, Thermo Electron
owned 17,315,326 shares of the Common Stock of the Company,
representing approximately 51% of such Common Stock outstanding.
The Company's principal executive offices are located at 470
Wildwood Street, P. O. Box 2999, Woburn, Massachusetts
01888-1799, and its telephone number is (617) 938-3786.
SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the number of shares of Common Stock owned by the
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Selling Shareholder, the number of Shares that may be offered by
the Selling Shareholder pursuant to this Prospectus, and the
number of Shares the Selling Shareholder will own after
completion of the offering, assuming all of the Shares being
offered hereby are sold.
Shares of
Common Shares
Stock Owned
Owned After
Prior to Shares Completion
Selling Shareholder the Being of the
-------------------
Offering Offered Offering
-------- ------- --------
Thermo Electron
Corporation Employees 394,928 394,928 0
Stock Ownership Plan
and Trust
__________________
(1) Certain officers and directors of the Company and/or of
Thermo Electron are trustees of the Selling
Shareholder.
The Shares are being registered to permit the sale of the
Shares by the Selling Shareholder to the public. All of the
Shares being offered by the Selling Shareholder were originally
acquired by the Selling Shareholder in open market transactions
or in the form of contributions from the Company or from Thermo
Electron. The Selling Shareholder is selling the Shares in
connection with the liquidation and termination of the Plan in
order to repay loans made to the Plan by Thermo Electron and to
distribute the remaining proceeds to beneficiaries of the Plan.
Thermo Electron has agreed to bear all expenses (other than
underwriting discounts, selling commissions, and fees and
expenses of counsel and other advisors to the Selling
Shareholder) in connection with the registration and sale of the
Shares being offered by the Selling Shareholder. See "Sale of
Shares." The Company has agreed to prepare and file such
amendments and supplements to the Registration Statement of which
this Prospectus forms a part as may be necessary to keep the
Registration Statement effective until all the Shares registered
thereunder have been sold pursuant thereto or until, by reason of
Rule 144(k) of the Commission under the Securities Act or any
other rule of similar effect, the Shares are no longer required
to be registered for the sale thereof by the Selling Shareholder.
SALE OF SHARES
The Company has been advised that the Selling Shareholder
may sell Shares from time to time in transactions on the American
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Stock Exchange, in negotiated transactions, through the writing
of options on the Shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
Alternatively, the Selling Shareholder may distribute some or all
of the Shares to participants in the Plan who elect to receive
distributions in kind upon the termination of the Plan. Shares
not so sold or distributed may be transferred to a successor plan
qualified under Section 401(a) of the Code.
The Selling Shareholder and any broker-dealers who act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and
any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Company has agreed
to indemnify the Selling Shareholder against certain liabilities,
including liabilities under the Securities Act as underwriters or
otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 30, 1995.
(2) The Company's Current Report on Form 8-K filed with the
Commission on December 12, 1995 with respect to events
occurring on December 1, 1995, as amended.
(3) 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 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
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a statement contained herein modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon by Seth H. Hoogasian, Esq., General Counsel of the
Company. Mr. Hoogasian owns or has the right to acquire,
pursuant to the exercise of stock options, shares of the Common
Stock of the Company and of certain of the Company's
subsidiaries, the fair market value of which exceeds $50,000.
EXPERTS
The financial statements and schedule of the Company for the
year ended December 30, 1995, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the
year ended December 30, 1995 have been audited by Arthur Andersen
LLP, independent public accountants, to the extent and for the
periods as indicated in their reports with respect thereto, and
are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.
The financial statements of the Orion Lab Products Division
of Analytical Technology, Inc.for the year ended December 31,
1994, incorporated in this Prospectus by reference to the
Company's Current Report on Form 8-K, as amended, dated December
1, 1995 have been audited by Arthur Andersen LLP, independent
public accountants, to the extent and for the periods as
indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm
as experts in giving said report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee.
Amount
------
Registration fee - Securities and Exchange
Commission ...................................$ 3,839
Legal fees and expenses ...................... 1,000
Accounting fees and expenses ................. 2,000
Miscellaneous ................................ 1,000
Total ...................................$ 7,839
Item 15. 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 16. Exhibits and Financial Statement Schedules.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(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 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.
(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.
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(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 Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 29th
day of March, 1996.
THERMEDICS INC.
By: John W. Wood, Jr.
-----------------------------
John W. Wood, Jr., President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Jonathan W. Painter, and each of them, as his true
and lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title
--------- -----
Title Date
- - ----
President, Chief
Executive
John W. Wood, Jr. Officer and Director March 29, 1996
John W. Wood, Jr.
Vice President, Chief
Financial Officer and
John N. Hatsopoulos Chairman of the Board March 29, 1996
John N. Hatsopoulos
Chief Accounting
Paul F. Kelleher Officer March 29, 1996
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Signature Title
--------- -----
Date
---- ----
Paul F. Kelleher
Peter O. Crisp Director March 29, 1996
Peter O. Crisp
Paul F. Ferrari Director March 29, 1996
Paul F. Ferrari
George N. Hatsopoulos Director March 29, 1996
George N. Hatsopoulos
Robert C. Howard Director March 29, 1996
Robert C. Howard
Arvin H. Smith Director March 29, 1996
Arvin H. Smith
Nicholas T. Zervas Director March 29, 1996
Nicholas T. Zervas
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EXHIBIT INDEX
Exhibit
Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5 Opinion of Seth H. Hoogasian, Esq.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Arthur Andersen LLP
(c) Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page)
EXHIBIT 5
THERMEDICS INC.
470 Wildwood Street
Woburn, Massachusetts 01888-1799
March 29, 1996
Thermedics Inc.
470 Wildwood Street
Woburn, Massachusetts 01888-1799
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement"), of
394,928 shares of the Company's Common Stock, $.10 par value per
share (the "Shares"), which may from time to time be sold by a
shareholder of the Company.
I or a member of my 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
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 investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly authorized by the Company and are
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement, including any amendments thereto,
and to the use of my name under the caption "Legal Matters" in
the prospectus constituting a part thereof.
Sincerely,
Seth H. Hoogasian
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 7, 1996 (except with respect to the
matters discussed in Note 15 as to which the date is February 9,
1996) included in Thermedics Inc.'s Form 10-K for the year ended
December 30, 1995 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 8, 1996 included in Thermedics Inc.'s Form
8-K/A for the Orion Lab Products Division of Analytical
Technology, Inc. dated December 1, 1995 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
