THERMEDICS INC
8-K, 1996-05-29
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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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):

                                  May 24, 1996

                    ________________________________________


                                 THERMEDICS INC.
             (Exact name of Registrant as specified in its charter)


   Massachusetts                   1-9567                           04-2788806
   (State or other               (Commission                  (I.R.S. Employer
   jurisdiction of               File Number)           Identification Number)
   incorporation or
   organization)


   470 Wildwood Street
   P. O. Box 2999
   Woburn, Massachusetts                                            01888-1799
   (Address of principal executive offices)                         (Zip Code)


                                 (617) 622-1000
                         (Registrant's telephone number
                              including area code)
PAGE
<PAGE>




   Item 5.  Other Events
            ------------

     On May 24, 1996, Thermedics Inc. (the "Company") issued a press release,
   attached hereto as Exhibit 99, to announce that it has entered into an
   agreement to sell at par $55 million principal amount of its
   noninterest-bearing subordinated debentures due 2003 (the "Debentures").
   The Debentures will be convertible into shares of the Company's common
   stock at an initial conversion price of $32.68.  The Company also granted
   to the managers of the offering an over-allotment option to purchase an
   additional $10 million principal amount of the Debentures, which option has
   been exercised.

   Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
            ------------------------------------------------------------
            Information and Exhibits
            ------------------------

            (a) Financial Statements of Business Acquired: not applicable.

            (b) Pro Forma Combined Condensed Financial Information: not
                applicable.

            (c) Exhibits

                99    Press Release of the Registrant, dated May 24, 1996.



                               SIGNATURES


        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 29th day of May, 1996.



                                             THERMEDICS INC.


                                             By: /s/ Jonathan W. Painter
                                                 -----------------------
                                                 Jonathan W. Painter
                                                 Treasurer








                                                               EXHIBIT 99


                        THERMEDICS ANNOUNCES CONVERTIBLE 
                         SUBORDINATED DEBENTURE OFFERING

        WOBURN, Mass., May 24, 1996 -- Thermedics Inc. (ASE-TMD)
        announced today that it has entered into an agreement to sell at
        par $55 million of noninterest-bearing subordinated debentures
        due 2003. The debentures will be convertible into shares of
        common stock at a price of $32.68. The company has also granted
        to the managers of the offering an over-allotment option to
        purchase an additional $10 million principal amount of
        debentures. These securities will not be registered under the
        Securities Act of 1933 and may not be offered or sold in the
        United States absent registration or an applicable exemption from
        the registration requirements of the Act.


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