SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for
Use of the
Commission
Only (as Permitted by
Rule 14a-6(e)(2))
[ X ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Thermedics Inc.
---------------
(Name of Registrant as Specified in Charter)
--------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ]No fee required.
[ ]Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: ______________________________________________
(2) Aggregate number of securities to which transaction
applies: ______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): _________________________
(4) Proposed maximum aggregate value of transaction: ______
(5) Total fee paid: _______________________________________
[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
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previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _______________________________
(2) Form, Schedule or Registration Statement No.: _________
(3) Filing Party: _________________________________________
(4) Date Filed: ___________________________________________
Notes:
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THERMEDICS INC.
470 Wildwood Street
Post Office Box 2999
Woburn, MA 01888-1799
May 7, 1997
Dear Stockholder:
The enclosed Notice calls the 1997 Annual Meeting of the
Stockholders of Thermedics Inc. I respectfully request all
Stockholders attend this meeting, if possible.
Our Annual Report for the year ended December 28, 1996, is
enclosed. I hope you will read it carefully. Feel free to forward
any questions you may have if you are unable to be present at the
meeting.
Enclosed with this letter is a proxy authorizing three
officers of the Corporation to vote your shares for you if you do
not attend the meeting. Whether or not you are able to attend the
meeting, I urge you to complete your proxy and return it to our
transfer agent, The Bank of Boston, c/o Boston EquiServe Limited
Partnership, in the enclosed addressed, postage-paid envelope, as
a quorum of the Stockholders must be present at the meeting,
either in person or by proxy.
I would appreciate your immediate attention to the mailing
of this proxy.
Yours very truly,
JOHN W. WOOD JR.
President and Chief
Executive Officer
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THERMEDICS INC.
470 Wildwood Street
Post Office Box 2999
Woburn, Massachusetts 01888-1799
May 7, 1997
To the Holders of the Common Stock of
THERMEDICS INC.
NOTICE OF ANNUAL MEETING
The 1997 Annual Meeting of the Stockholders of Thermedics
Inc. (the "Corporation") will be held on Monday, June 2, 1997, at
1:30 p.m. at The Hyatt Regency Hotel, Hilton Head, South
Carolina. The purpose of the meeting is to consider and take
action upon the following matters:
1. Election of eight directors.
2. Such other business as may properly be brought before the
meeting and any adjournment thereof.
The transfer books of the Corporation will not be closed
prior to the meeting, but, pursuant to appropriate action by the
Board of Directors, the record date for the determination of the
Stockholders entitled to notice of and vote at the meeting is
April 7, 1997.
The By-laws require that the holders of a majority of the
stock issued and outstanding and entitled to vote be present or
represented by proxy at the meeting in order to constitute a
quorum for the transaction of business. It is important that your
shares be represented at the meeting regardless of the number of
shares you may hold. Whether or not you are able to be present in
person, please sign and return promptly the enclosed proxy in the
accompanying envelope, which requires no postage if mailed in the
United States.
This Notice, the proxy and proxy statement enclosed herewith
are sent to you by order of the Board of Directors.
SANDRA L. LAMBERT
Clerk
PROXY STATEMENT
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The enclosed proxy is solicited by the Board of Directors of
Thermedics Inc. (the "Corporation") for use at the 1997 Annual
Meeting of the Stockholders (the "Meeting") to be held on
Monday, June 2, 1997, at 1:30 p.m. at The Hyatt Regency Hotel,
Hilton Head, South Carolina, and any adjournment thereof. The
mailing address of the executive office of the Corporation is 470
Wildwood Street, P.O. Box 2999, Woburn, Massachusetts 01888-1799.
This proxy statement and the enclosed proxy were first furnished
to Stockholders of the Corporation on or about May 9, 1997.
VOTING PROCEDURES
The Board of Directors intends to present to the Meeting the
election of eight directors, constituting the entire Board of
Directors.
The representation in person or by proxy of a majority of
the outstanding shares of Common Stock entitled to vote at the
Meeting is necessary to provide a quorum for the transaction of
business at the Meeting. Shares can only be voted if the
Stockholder is present in person or is represented by returning a
properly signed proxy. Each Stockholder's vote is very important.
Whether or not you plan to attend the Meeting in person, please
sign and promptly return the enclosed proxy card, which requires
no postage if mailed in the United States. All signed and
returned proxies will be counted toward establishing a quorum for
the Meeting, regardless of how the shares are voted.
Shares represented by proxy will be voted in accordance with
your instructions. You may specify your choice by marking the
appropriate box on the proxy card. If your proxy card is signed
and returned without specifying choices, your shares will be
voted for the management nominees for directors and as the
individuals named as proxy holders on the proxy deem advisable on
all other matters as may properly come before the Meeting.
In order to be elected a director, a nominee must receive
the affirmative vote of a majority of the shares of Common Stock
present and entitled to vote on the election. Withholding
authority to vote for a nominee for director will be treated as
shares present and entitled to vote and, for purposes of
determining the outcome of the vote, will have the same effect as
a vote against the nominee. With respect to the election of
directors, broker "non-votes" will not be treated as shares
present and entitled to vote on a voting matter and will have no
effect on the outcome of the vote. A broker "non-vote" occurs
when a nominee holding shares for a beneficial holder does not
have discretionary voting power and does not receive voting
instructions from the beneficial owner.
A Stockholder who returns a proxy may revoke it at any time
before the Stockholder's shares are voted at the Meeting by
written notice to the Clerk of the Corporation received prior to
the Meeting, by executing and returning a later dated proxy or by
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voting by ballot at the Meeting.
The outstanding stock of the Corporation entitled to vote
(excluding shares held in treasury by the Corporation) as of
April 7, 1997 consisted of 36,691,706 shares of Common Stock.
Only Stockholders of record at the close of business on April 7,
1997 are entitled to vote at the Meeting. Each share is entitled
to one vote.
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- PROPOSAL 1 -
ELECTION OF DIRECTORS
Eight directors are to be elected at the Meeting, each to
hold office until his successor is chosen and qualified or until
his earlier resignation, death or removal.
Nominees For Directors
Set forth below are the names of the persons nominated as
directors, their ages, their offices in the Corporation, if any,
their principal occupation or employment for the past five years,
the length of their tenure as directors and the names of other
public companies in which such persons hold directorships.
Information regarding their beneficial ownership of the common
stock of the Corporation, its majority-owned subsidiaries, Thermo
Cardiosystems Inc., Thermedics Detection Inc., Thermo Sentron
Inc. and Thermo Voltek Corp., and of its parent company, Thermo
Electron Corporation ("Thermo Electron"), a diversified high
technology company, is reported under the caption "Stock
Ownership." All of the nominees are currently directors of the
Corporation.
Peter O. Crisp Mr. Crisp, 64, has been a director of the
Corporation since 1983. Mr. Crisp has been a
general partner of Venrock Associates, a
venture capital investment firm, for more than
five years. Mr. Crisp is also a director of
American Superconductor Corporation, Evans &
Sutherland Computer Corporation, Long Island
Lighting Company, Thermo Electron, Thermo Power
Corporation, ThermoTrex Corporation, and United
States Trust Corporation.
Paul F. Ferrari Mr. Ferrari, 66, has been a director of the
Corporation since 1991. Since 1991, he has
been a consultant to various companies,
including Thermo Electron and its subsidiaries.
Mr. Ferrari was a vice president of Thermo
Electron from 1988 until his retirement at the
end of 1990, its secretary from 1981 to 1990,
and its treasurer from 1967 to 1988. He served
as the Corporation's clerk from 1983 to 1990
and its treasurer from 1983 to 1988. Mr.
Ferrari is also a director of General Scanning
Inc. and ThermoTrex Corporation.
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George N. Dr. Hatsopoulos, 70, has been a director of the
Hatsopoulos Corporation since 1983. Dr. Hatsopoulos has
been the chairman of the board and chief
executive officer of Thermo Electron since he
founded that company in 1956, and was president
of Thermo Electron from 1956 to January 1997.
Dr. Hatsopoulos is also a director of
Photoelectron Corporation, Thermo Ecotek
Corporation, Thermo Electron, Thermo Fibertek
Inc., Thermo Instrument Systems Inc., Thermo
Optek Corporation, ThermoQuest Corporation and
ThermoTrex Corporation. Dr. Hatsopoulos is the
brother of Mr. John N. Hatsopoulos, a director
and the chairman of the board, vice president
and chief financial officer of the Corporation.
John N. Mr. Hatsopoulos, 62, has been a director and
Hatsopoulos chairman of the board of the Corporation since
March 1995, and has served as the
Corporation's chief financial officer since
1988 and its vice president since 1986. He has
been the president and the chief financial
officer of Thermo Electron since January 1997
and 1988, respectively, and was an executive
vice president of Thermo Electron from 1986 to
January 1997. Mr. Hatsopoulos is also a
director of LOIS/USA Inc., Thermo Ecotek
Corporation, Thermo Fibertek Inc., Thermo
Instrument Systems Inc., Thermo Power
Corporation, Thermo TerraTech Inc. and
ThermoTrex Corporation. Mr. Hatsopoulos is the
brother of Dr. George N. Hatsopoulos, a
director of the Corporation.
Robert C. Mr. Howard, 66, has been a director of the
Howard Corporation since 1983. Mr. Howard was an
executive vice president of Thermo Electron
from 1986 until his retirement in January 1997.
He is also a director of Thermo Power
Corporation, ThermoLase Corporation,
ThermoTrex Corporation and Trex Medical
Corporation.
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John T. Keiser Mr. Keiser, 60, has been a director of the
Corporation since April 1997. Mr. Keiser has
been a senior vice president of the Corporation
since 1994 and the president of the Thermo
Biomedical division of Thermo Electron, which
manufactures a variety of medical equipment and
instruments, since 1994. Mr. Keiser was
president of the Eberline Instrument division
of Thermo Instrument Systems Inc., a
majority-owned subsidiary of Thermo Electron,
from 1985 to July 1994. The Eberline
Instrument division manufactures radiation
detection and counting instrumentation and
radiation monitoring systems. Mr. Keiser is
also a director of Thermo Cardiosystems Inc.
John W. Wood Mr. Wood, 53, has been a director of the
Jr. Corporation since 1984. Mr. Wood has been a
senior vice president of Thermo Electron since
December 1995, and, prior to that promotion,
was a vice president of Thermo Electron from
September 1994 to December 1995. Mr. Wood has
been president and chief executive officer of
the Corporation since 1984. Mr. Wood is also a
director of Thermedics Detection Inc., Thermo
Cardiosystems Inc., Thermo Sentron Inc. and
Thermo Voltek Corp.
Nicholas T. Dr. Zervas, 68, has been a director of the
Zervas Corporation since 1987. Dr. Zervas has been
Chief of Neurosurgical Service, Massachusetts
General Hospital, since 1977. Dr. Zervas is
also a director of Thermo Cardiosystems Inc.,
ThermoLase Corporation and ThermoTrex
Corporation.
Committees of the Board of Directors and Meetings
The Board of Directors has established an Audit Committee
and a Human Resources Committee, each consisting solely of
outside directors. The present members of the Audit Committee are
Mr. Ferrari (Chairman), Mr. Crisp and Dr. Zervas. The Audit
Committee reviews the scope of the audit with the Corporation's
independent public accountants and meets with them for the
purpose of reviewing the results of the audit subsequent to its
completion. The present members of the Human Resources Committee
are Mr. Crisp (Chairman) and Dr. Zervas. The Human Resources
Committee reviews the performance of senior members of
management, recommends executive compensation and administers the
Corporation's stock option and other stock-based compensation
plans. The Corporation does not have a nominating committee of
the Board of Directors. The Board of Directors met ten times, the
Audit Committee met twice and the Human Resources Committee met
five times during fiscal 1996. Each director attended at least
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75% of all meetings of the Board of Directors and committees on
which he served held during fiscal 1996.
Compensation of Directors
Cash Compensation
Directors who are not employees of the Corporation, of
Thermo Electron or of any other companies affiliated with Thermo
Electron (also referred to as "outside directors") receive an
annual retainer of $4,000 and a fee of $1,000 per day for
attending regular meetings of the Board of Directors and $500 per
day for participating in meetings of the Board of Directors held
by means of conference telephone and for participating in certain
meetings of committees of the Board of Directors. Payment of
directors' fees is made quarterly. Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos, Mr. Keiser and Mr. Wood are all employees of
Thermo Electron or its subsidiaries and do not receive any cash
compensation from the Corporation for their services as
directors. Directors are also reimbursed for out-of-pocket
expenses incurred in attending such meetings.
Deferred Compensation Plan
Under the Deferred Compensation Plan for directors (the
"Deferred Compensation Plan"), a director has the right to defer
receipt of his cash fees until he ceases to serve as a director,
dies or retires from his principal occupation. In the event of a
change in control or proposed change in control of the
Corporation that is not approved by the Board of Directors,
deferred amounts become payable immediately. Either of the
following is deemed to be a change of control: (a) the
occurrence, without the prior approval of the Board of Directors,
of the acquisition, directly or indirectly, by any person of 50%
or more of the outstanding Common Stock or 25% or more of the
outstanding common stock of Thermo Electron; or (b) the failure
of the persons serving on the Board of Directors immediately
prior to any contested election of directors or any exchange
offer or tender offer for the Common Stock or the common stock of
Thermo Electron to constitute a majority of the Board of
Directors at any time within two years following any such event.
Amounts deferred pursuant to the Deferred Compensation Plan are
valued at the end of each quarter as units of the Corporation's
Common Stock. When payable, amounts deferred may be disbursed
solely in shares of Common Stock accumulated under the Deferred
Compensation Plan. A total of 30,000 shares of Common Stock have
been reserved for issuance under the Deferred Compensation Plan.
As of March 1, 1997, deferred units equal to 17,494.92 shares of
Common Stock were accumulated under the Deferred Compensation
Plan.
Directors Stock Option Plan
The Corporation's directors stock option plan (the
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"Directors Plan") provides for the grant of stock options to
purchase shares of common stock of the Corporation and its
majority-owned subsidiaries to outside directors as additional
compensation for their service as directors. Under the Directors
Plan, outside directors are automatically granted options to
purchase 1,000 shares of the Common Stock annually. In addition,
the Directors Plan provides for the automatic grant every five
years of options to purchase 1,500 shares of the common stock of
a majority-owned subsidiary of the Corporation that is "spun out"
to outside investors.
Pursuant to the Directors Plan, outside directors receive an
annual grant of options to purchase 1,000 shares of Common Stock
at the close of business on the date of each Annual Meeting of
the Stockholders of the Corporation. Options evidencing annual
grants may be exercised at any time from and after the six-month
anniversary of the grant date of the option and prior to the
expiration of the option on the third anniversary of the grant
date. Shares acquired upon exercise of the options are subject
to repurchase by the Corporation at the exercise price if the
recipient ceases to serve as a director of the Corporation or any
other Thermo Electron company prior to the first anniversary of
the grant date.
In addition, under the Directors Plan, outside directors are
automatically granted every five years options to purchase 1,500
shares of common stock of each majority-owned subsidiary of the
Corporation that is "spun out" to outside investors. The grant
occurs on the close of business on the date of the first Annual
Meeting of the Stockholders next following the subsidiary's
spinout, which is the first to occur of either an initial public
offering of the subsidiary's common stock or a sale of such stock
to third parties in an arms-length transaction, and also as of
the close of business on the date of every fifth Annual Meeting
of the Stockholders of the Corporation that occurs thereafter
during the duration of the Plan. The options granted vest and
become exercisable on the fourth anniversary of the date of
grant, unless prior to such date the subsidiary's common stock is
registered under Section 12 of the Securities Exchange Act of
1934, as amended (''Section 12 Registration"). In the event that
the effective date of Section 12 Registration occurs before the
fourth anniversary of the grant date, the option will become
immediately exercisable and the shares acquired upon exercise
will be subject to restrictions on transfer and the right of the
Corporation to repurchase such shares at the exercise price in
the event the director ceases to serve as a director of the
Corporation or any other Thermo Electron company. In the event
of Section 12 Registration, the restrictions and repurchase
rights shall lapse or be deemed to lapse at the rate of 25% per
year, starting with the first anniversary of the grant date.
These options expire after five years. Under this provision of
the Directors Plan, each outside director was granted options to
purchase 1,500 shares of the common stock of each of Thermedics
Detection Inc. and Thermo Sentron Inc. on May 20, 1996, the date
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of last year's Annual Meeting of the Stockholders.
The exercise price for options granted under the Directors
Plan is the average of the closing prices of the common stock as
reported on the American Stock Exchange (or other principal
market on which the common stock is then traded) for the five
trading days preceding and including the date of grant, or, if
the shares are not then traded, at the last price per share paid
by third parties in an arms-length transaction prior to the
option grant. As of March 1, 1997, options to purchase 26,700
shares of Common Stock were outstanding under the Directors Plan,
no options had lapsed or been exercised, and options to purchase
10,800 shares of Common Stock were available for future grant
under the Directors Plan.
Stock Ownership Policies for Directors
During 1996, the Human Resources Committee of the Board of
Directors (the "Committee") established a stock holding policy
for directors. The stock holding policy requires each director
to hold a minimum of 1,000 shares of Common Stock. Directors are
requested to achieve this ownership level by the 1998 Annual
Meeting of Stockholders. Directors who are also executive
officers of the Corporation are required to comply with a
separate stock holding policy established by the Committee in
1996, which is described in "Committee Report on Executive
Compensation - Stock Ownership Policies."
In addition, the Committee adopted a policy requiring
directors to hold shares of the Corporation's Common Stock equal
to one-half of their net option exercises over a period of five
years. The net option exercise is determined by calculating the
number of shares acquired upon exercise of a stock option, after
deducting the number of shares that could have been traded to
exercise the option and the number of shares that could have been
surrendered to satisfy tax withholding obligations attributable
to the exercise of the option. This policy is also applicable to
executive officers and is described in "Committee Report on
Executive Compensation - Stock Ownership Policies."
STOCK OWNERSHIP
The following table sets forth the beneficial ownership of
Common Stock, as well as the common stock of Thermo Electron, the
Corporation's parent corporation, and of Thermedics Detection
Inc. ("Thermedics Detection"), Thermo Cardiosystems Inc. ("Thermo
Cardiosystems"), Thermo Sentron Inc. ("Thermo Sentron") and
Thermo Voltek Corp. ("Thermo Voltek"), each a publicly traded
majority-owned subsidiary of the Corporation, as of March 1,
1997, with respect to (i) each person who was known by the
Corporation to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each director, (iii) each executive
officer named in the summary compensation table under the heading
"Executive Compensation" and (iv) all directors and current
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executive officers as a group.
While certain directors and executive officers of the
Corporation are also directors and executive officers of Thermo
Electron or its subsidiaries other than the Corporation, all such
persons disclaim beneficial ownership of the shares of Common
Stock owned by Thermo Electron.
<TABLE>
Thermo Thermo
Electron ThermedicsCardio- Thermo Thermo
ThermedicsCorp Detection systems Sentron Voltek
Name Inc.(2) (3) Inc.(4) Inc.(5) Inc.(6) Corp.(7)
<S> <C> <C> <C> <C> <C> <C>
Thermo Electron 20,846,960N/A N/A N/A N/A N/A
Corporation (8)
Peter O. Crisp 46,186 98,904 1,500 24,750 2,500 2,250
Paul F. Ferrari 15,457 25,229 2,147 13,500 1,500 5,998
David H. Fine 110,568 72,086 71,667 2,630 7,500 0
George N. 63,546 3,512,279 0 11,599 17,000 0
Hatsopoulos
John N. 65,618 526,768 0 432 30,000 11,623
Hatsopoulos
Robert C. Howard 11,714 185,775 0 18,750 7,000 0
John T. Keiser 20,293 112,721 0 15,750 7,500 0
Jeffrey J. Langan 75,000 15,300 60,000 50 0 0
Victor L. Poirier 67,595 50,598 3,333 163,507 7,500 0
John W. Wood Jr. 175,347 263,199 23,333 40,332 33,000 93,071
Nicholas T. 26,269 0 2,550 47,024 1,500 2,250
Zervas
All directors and
current executive
officers as a 697,818 5,007,857 164,530 340,313 120,000 115,192
group (12
persons)
</TABLE>
(1) Except as reflected in the footnotes to this table, shares
beneficially owned consist of shares owned by the indicated
person or by that person for the benefit of minor children, and
all share ownership includes sole voting and investment power.
(2) Shares of the Common Stock beneficially owned by Mr. Crisp,
Mr. Ferrari, Dr. Fine, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos,
Mr. Howard, Mr. Keiser, Mr. Langan, Mr. Poirier, Mr. Wood, Dr.
Zervas and all directors and current executive officers as a
group include 9,050, 9,000, 87,600, 50,000, 50,000, 10,000,
16,500, 75,000, 26,500, 125,500, 8,650 and 486,800 shares,
respectively, that such person or group has the right to acquire
within 60 days of March 1, 1997 through the exercise of stock
options. Shares beneficially owned by Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos, Mr. Howard and all directors and executive officers
as a group include 1,500, 1,602, 1,714 and 5,975 full shares,
respectively, allocated through March 1, 1997, to their
respective accounts maintained pursuant to Thermo Electron's
employee stock ownership plan (the "ESOP"), of which the
trustees, who have investment power over its assets, are
executive officers of Thermo Electron. Shares beneficially owned
by Mr. Crisp, Dr. Zervas and all directors and executive officers
as a group include 6,841, 7,119 and 13,960 full shares,
respectively, that had been allocated through March 1, 1997, to
their respective accounts maintained under the Corporation's
deferred compensation plan for directors. Shares beneficially
owned by Mr. Ferrari include 5,983 shares held in trust of which
he is the trustee. Shares beneficially owned by Dr. G.
Hatsopoulos include 562 shares held by Dr. G. Hatsopoulos' spouse
and 92 shares allocated to his spouse's account maintained
pursuant to the ESOP. Shares beneficially owned by Mr. Wood
include 2,600 shares held by him as custodian for two children.
No director or executive officer beneficially owned more than 1%
of the Common Stock outstanding as of March 1, 1997; all
directors and executive officers as a group beneficially owned
1.9% of the Common Stock outstanding as of such date.
(3) The shares of common stock of Thermo Electron shown in the
table reflect a three-for-two split of such stock distributed in
June 1996 in the form of a 50% stock dividend. Shares of the
common stock of Thermo Electron beneficially owned by Mr. Crisp,
Dr. Fine, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Howard, Mr.
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Keiser, Mr. Langan, Mr. Poirier, Mr. Wood and all directors and
executive officers as a group include 9,375, 54,637, 1,499,500,
429,685, 47,361, 81,297, 15,000, 45,450, 227,658 and 2,507,537
shares, respectively, that such person or group has the right to
acquire within 60 days of March 1, 1997, through the exercise of
stock options. Shares beneficially owned by Dr. G. Hatsopoulos,
Mr. J. Hatsopoulos, Mr. Howard, Mr. Keiser and all directors and
executive officers as a group include 2,164, 1,934, 3,040, 1,324
and 9,786 full shares, respectively, allocated to their
respective accounts maintained pursuant to the ESOP. Shares
beneficially owned by Mr. Crisp and all directors and executive
officers as a group include 44,885 full shares allocated through
March 1, 1997, to Mr. Crisp's account maintained pursuant to
Thermo Electron's deferred compensation plan for directors.
Shares beneficially owned by Mr. Ferrari include 6,678 shares
held in a trust of which Mr. Ferrari is a trustee and 13,062
shares held in a trust of which his spouse is a trustee. Shares
beneficially owned by Dr. G. Hatsopoulos include 89,601 shares
held by his spouse, 168,750 shares held by a QTIP trust of which
his spouse is a trustee, 39,937 shares held by a family trust of
which his spouse is the trustee, and 153 shares allocated to his
spouse's account maintained pursuant to the ESOP. Shares
beneficially owned by Mr. Langan include 300 shares held by his
spouse. Except for Dr. Hatsopoulos, who beneficially owned 2.3%
of the Thermo Electron common stock outstanding as of March 1,
1997, no director or executive officer beneficially owned more
than 1% of such common stock outstanding as of such date; all
directors and executive officers as a group beneficially owned
approximately 3.3% of the Thermo Electron common stock
outstanding as of March 1, 1997.
(4) Shares of the common stock of Thermedics Detection Inc.
beneficially owned by Mr. Crisp, Mr. Ferrari, Dr. Fine, Mr.
Langan, Mr. Poirier, Mr. Wood, Dr. Zervas and all directors and
executive officers as a group include 1,500, 1,500, 61,667,
50,000 3,333, 23,333, 1,500 and 142,833 shares, respectively,
that such person or group has the right to acquire within 60 days
of March 1, 1997, through the exercise of stock options. Shares
beneficially owned by Mr. Ferrari include 599 shares held in a
trust of which he is the trustee. No director or executive
officer beneficially owned more than 1% of the Thermedics
Detection Inc. common stock outstanding as of March 1, 1997; all
directors and executive officers as a group beneficially owned
approximately 1.6% of such common stock outstanding as of such
date.
(5) The shares of common stock of Thermo Cardiosystems shown in
the table reflect a three-for-two split of such stock distributed
in May 1996 in the form of a 50% stock dividend. Shares of the
common stock of Thermo Cardiosystems beneficially owned by Mr.
Crisp, Mr. Ferrari, Dr. Fine, Mr. Keiser, Mr. Poirier, Mr. Wood,
Dr. Zervas and all directors and executive officers as a group
include 24,750, 2,250, 1,530, 15,750, 121,350, 33,450, 12,700 and
211,780 shares, respectively, that such person or group has the
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right to acquire within 60 days of March 1, 1997, through the
exercise of stock options. Shares beneficially owned by Dr.
Zervas and all directors and executive officers as a group
include 6,874 shares allocated through March 1, 1997, to Dr.
Zervas' account maintained pursuant to Thermo Cardiosystems'
deferred compensation plan for directors. Shares beneficially
owned by Mr. Ferrari include 11,250 shares held in a trust of
which he is the trustee. Shares beneficially owned by Mr. Wood
include 1,122 shares held by him as custodian for two children.
Shares beneficially owned by Dr. Zervas include 19,000 shares
held by his spouse. No director or executive officer
beneficially owned more than 1% of the Thermo Cardiosystems
common stock outstanding as of March 1, 1997; all directors and
executive officers as a group beneficially owned approximately
3.4% of such common stock outstanding on such date.
(6) Shares of the common stock of Thermo Sentron Inc.
beneficially owned by Mr. Crisp, Mr. Ferrari, Dr. Fine, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Howard, Mr. Keiser, Mr.
Poirier, Mr. Wood, Dr. Zervas and all directors and executive
officers as a group include 2,500, 1,500, 7,500, 15,000, 15,000,
7,000, 7,500, 7,500, 30,000, 1,500 and 100,000 shares,
respectively, that such person or group has the right to acquire
within 60 days of March 1, 1997, through the exercise of stock
options. No director or executive officer beneficially owned
more than 1% of the Thermo Sentron Inc. common stock outstanding
as of March 1, 1997; all directors and executive officers as a
group beneficially owned approximately 1.2% of such common stock
outstanding as of such date.
(7) The shares of common stock of Thermo Voltek shown in the
table reflect a three-for-two split of such stock distributed in
August 1996 in the form of a 50% stock dividend. Shares of the
common stock of Thermo Voltek beneficially owned by Mr. Crisp,
Mr. Ferrari, Mr. J. Hatsopoulos, Mr. Wood, Dr. Zervas and all
directors and executive officers as a group include 2,250, 5,998,
7,498, 78,450, 2,250 and 96,446 shares, respectively, that such
person or group has the right to acquire within 60 days of March
1, 1997, through the exercise of stock options. The directors and
executive officers as a group beneficially owned 1.2% of the
Thermo Voltek common stock outstanding as of March 1, 1997.
(8) Thermo Electron beneficially owned approximately 57% of the
Common Stock outstanding as of March 1, 1997. Thermo Electron's
address is 81 Wyman Street, Waltham, Massachusetts 02254-9046.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's directors and executive officers, and
beneficial owners of more than 10% of the Common Stock, such as
Thermo Electron, to file with the Securities and Exchange
Commission initial reports of ownership and periodic reports of
changes in ownership of the Corporation's securities. Based upon
a review of such filings, all Section 16(a) filing requirements
applicable to such persons were complied with during 1996, except
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in the following instances. Thermo Electron filed seven Forms 4
late, reporting a total of 47 transactions, consisting of 34 open
market purchases of shares of the Common Stock, 10 transactions
associated with the exercise of options granted to employees to
purchase shares of the Common Stock, three grants of such options
to employees under Thermo Electron's stock option plans.
EXECUTIVE COMPENSATION
NOTE: All share amounts reported below have been adjusted, in
all cases, as applicable to reflect three-for-two stock splits
with respect to the common stock of Thermo Cardiosystems, Thermo
Electron and Thermo Voltek distributed in May 1996, June 1996 and
August 1996, respectively, each in the form of a 50% stock
dividend.
Summary Compensation Table
The following table summarizes compensation for services to
the Corporation in all capacities awarded to, earned by or paid
to the Corporation's chief executive officer and its four most
highly compensated executive officers for the last three fiscal
years.
The Corporation is required to appoint certain executive
officers and full-time employees of Thermo Electron as executive
officers of the Corporation, in accordance with the Thermo
Electron Corporate Charter. The compensation for these executive
officers is determined and paid entirely by Thermo Electron. The
time and effort devoted by these individuals to the Corporation's
affairs is provided to the Corporation under the Corporate
Services Agreement between the Corporation and Thermo Electron.
Accordingly, the compensation for these individuals is not
reported in the following table.
<TABLE>
Summary Compensation Table
Long Term
Compensation
Securities
Underlying
Options
(No. of
Shares)
Name and Fisc Annual Options (No. All Other
Principal -al Compensation of Shares and Compen-
Position Year Company (1) sation(2)
Salary Bonus
<S> <C> <C> <C> <C> <C> <C>
John W. Wood, 1996 $97,500 $86,000 5,400 (TMD) $6,750
Jr. (3)
President and 30,000 (TSR)
Chief Executive 2,100 (TVL)
Officer
1995 $90,000 $80,000 4,900 (TMD) $6,750
3,450 (TCA)
900 (TVL)
1994 $107,250$82,550 5,400 (TMD) $6,639
John T. Keiser 1996 $14,500 $13,000 800 (TMD) $6,750
(4)
Senior Vice 3,750 (TMO)
President
7,500 (TSR)
20,000 (TXM)
1995 $13,700 $9,100 700 (TMD) $7,764
PAGE
<PAGE>
10,950 (TMO)
1994 $6,500 $2,700 15,000 (TMD) $6,750
4,500 (TCA)
20,925 (TMO)
1,500 (THS)
Victor L. 1996 $150,000$164,500 4,000 (TMD) $6,750
Poirier
Senior Vice 900 (TMO)
President
4,500 (TCA)
2,000 (TBA)
2,000 (TFG)
2,000 (TLT)
6,000 (TOC)
6,000 (TMQ)
7,500 (TSR)
4,000 (TXM)
1995 $141,000$113,000 5,550 (TCA) $6,750
15,750 (TMO)
5,000 (TLZ)
1994 $135,000$66,000 23,175 (TMO) $6,322
500 (THS)
David H. Fine 1996 $128,000$45,000 3,000 (TMD) $6,603
Vice President 1,950 (TMO)
20,000 (TDX)
7,500 (TSR)
30,000 (TLZ)
1995 $124,000$23,500 2,500 (TMD) $6,750
1,500 (TMO)
PAGE
<PAGE>
1994 $114,500$67,500 4,100 (TMD) $4,463
46,800 (TMO)
1,000 (THS)
Jeffrey J. 1996 $165,000$100,000 75,000 (TMD) $4,463
Langan
Vice President 15,000 (TMO)
50,000 (TMX)
</TABLE>
(1) In addition to grants of options to purchase Common Stock of
the Corporation (designated in the table as TMD), executive
officers of the Corporation have been granted options to purchase
common stock of Thermo Electron and certain of its other
subsidiaries as part of Thermo Electron's stock option program.
Options have been granted during the last three fiscal years to
the chief executive officer and the other named executive
officers in the following Thermo Electron companies: Thermo
BioAnalysis Corporation (designated in the table as TBA), Thermo
Cardiosystems (designated in the table as TCA), Thermo Electron
(designated in the table as TMO), ThermoLase Corporation
(designated in the table as TLZ), ThermoSpectra Corporation
(designated in the table as THS) and Thermo Voltek Corp.
(designated in the table as TVL).
14
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(2) Represents the amount of matching contributions made by the
individual's employer on behalf of executive officers
participating in the Thermo Electron 401(k) plan.
(3) Mr. Wood is a senior vice president of Thermo Electron and
the president and chief executive officer of Thermo Voltek, as
well as the president and chief executive officer of the
Corporation. A portion of Mr. Wood's annual cash compensation
(salary and bonus) has been allocated to and paid by Thermo
Electron in each of the last three fiscal years as compensation
for the services provided to Thermo Electron based on the time he
devoted to his responsibilities as a senior vice president of
Thermo Electron. The annual cash compensation (salary and bonus)
reported in the table for Mr. Wood represents the amount paid by
the Corporation and all other sources solely for Mr. Wood's
services as chief executive officer of the Corporation. For
1996, 1995 and 1994, 50%, 50% and 65%, respectively, of Mr.
Wood's annual cash compensation (salary and bonus) was allocated
to the Corporation for his service as the Corporation's chief
executive officer. For 1996, 1995 and 1994, an additional 10%,
10% and 15%, respectively, of Mr. Wood's annual cash compensation
was allocated to Thermo Voltek for Mr. Wood's service as its
chief executive officer, and such amount is not included in the
table. Mr. Wood was appointed a vice president of Thermo
Electron on September 2, 1994, and currently serves as a senior
vice president, and from time to time after that date has been,
and in the future may be, granted options to purchase common
stock of Thermo Electron and its subsidiaries other than the
Corporation. These options are not reported in the table as they
are granted as compensation for service to other Thermo Electron
companies in capacities other than in his capacity as chief
executive officer of the Corporation.
(4) Mr. Keiser was appointed a senior vice president of the
Corporation on July 28, 1994 and since July 1, 1994, has served
as the president of Thermo Biomedical Inc., a subsidiary of
Thermo Electron. Prior to July 1, 1994, he served as a vice
president of Thermo Instrument Systems Inc., another
majority-owned subsidiary of Thermo Electron. A portion of Mr.
Keiser's annual cash compensation (salary and bonus) has been
allocated to and paid by Thermo Electron in each of the last
three fiscal years as compensation for the services provided to
Thermo Electron based on the time he devoted to his
responsibilities as president of Thermo Biomedical. The annual
cash compensation (salary and bonus) reported in the table for
Mr. Keiser represents the amount paid by the Corporation and all
other sources solely for Mr. Keiser's services as a senior vice
president of the Corporation. For 1996, 1995 and 1994, 10%, 10%
and 5%, respectively, of Mr. Keiser's annual cash compensation
(salary and bonus) was allocated to the Corporation for his
service as a senior vice president of the Corporation. In
addition, Mr. Keiser holds options to purchase common stock of
Thermo Electron and its subsidiaries other than the Corporation
granted prior to July 1, 1994. These options are not reported in
15
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the table as they were granted as compensation for service other
than as a senior vice president of the Corporation.
(5) Mr. Langan was appointed a vice president of the Corporation
on September 11, 1996.
Stock Options Granted During Fiscal 1996
The following table sets forth information concerning
individual grants of stock options made during fiscal 1996 to the
Corporation's chief executive officer and the other named
executive officers. It has not been the Corporation's policy in
the past to grant stock appreciation rights, and no such rights
were granted during fiscal 1996.
<TABLE>
Option Grants in Fiscal 1996
Percent Potential Realiz-
Number of Sec- of Total Exer- able Value at
urities Options cise Assumed Annual
Underlying Granted Price Expira- Rates of Stock
Options in Fiscal Per tion Price Appreciation
Name Granted(1) Year Share Date for Option Term(2)
5% 10%
<S> <C> <C> <C> <C><C> <C> <C> <C>
John W. Wood, 5,400 (TMD) 3.1% $28.13 02/09/99$23,922 $50,274
Jr. (4)
30,000 (TSR) 5.8% (3)$14.00 03/01/08$334,200 $898,200
2,100 (TVL) 1.5% (3)$12.78 03/07/99$4,221 $8,883
John T. Keiser 800 (TMD) 0.5% $28.13 02/09/99$3,544 $7,448
3,750 (TMO) 0.2% (3)$42.79 05/22/99$25,275 $53,100
7,500 (TSR) 1.5% (3)$14.00 02/09/08$83,550 $224,550
20,000 (TXM) 1.0% (3)$11.00 03/11/08$175,000 $470,400
Victor L. 4,000 (TMD) 2.3% $28.13 02/09/99$17,720 $37,240
Poirier
900 (TMO) 0.1% (3)$42.79 05/22/99$6,066 $12,744
4,500 (TCA) 2.2% (3)$48.97 03/07/99$34,740 $72,945
2,000 (TBA) 0.2% (3)$10.00 03/11/08$15,920 $42,760
2,000 (TFG) 0.4% (3)$10.00 09/12/08$15,920 $42,760
6,000 (TOC) 0.2% (3)$12.00 04/09/08$57,300 $153,960
7,500 (TSR) 1.5% (3)$14.00 02/09/08$83,550 $224,550
2,000 (TLT) 0.6% (3)$10.00 03/11/08$15,920 $42,760
6,000 (TMQ) 0.2% (3)$13.00 03/11/08$62,100 $166,800
4,000 (TXM) 0.2% (3)$11.00 03/11/08$35,000 $94,080
PAGE
<PAGE>
David H. Fine 3,000 (TMD) 1.7% (3)$28.13 02/09/99$13,290 $27,930
1,950 (TMO) 0.1% (3)$42.79 05/22/99$13,143 $27,612
20,000 (TDX) 9.7% (3)$10.75 12/17/06$135,200 $342,600
7,500 (TSR) 1.5% (3)$14.00 02/09/08$83,550 $224,550
30,000 (TLZ) 7.4% (3)$23.55 09/12/08$562,200 $1,510,80
Jeffrey J. 75,000 (TMD) 42.7% (3)$28.13 04/02/03$858,750 $2,001,75
Langan
15,000 (TMO) 1.0% (3)$42.79 05/22/03$261,300 $609,000
50,000 (TDX) 24.2% (3)$10.00 04/02/03$314,500 $797,000
</TABLE>
(1) All of the options granted during the fiscal year are
immediately exercisable, except options to purchase the common
stock of ThermoLyte Corporation, which are not exercisable until
the earlier of (i) 90 days after the effective date of the
registration of that company's common stock under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act") and (ii)
nine years after the grant date. In all cases, the shares
acquired upon exercise are subject to repurchase by the granting
corporation at the exercise price if the optionee ceases to be
employed by the granting corporation or any other Thermo Electron
company. The granting corporation may exercise its repurchase
rights within six months after the termination of the optionee's
employment. For publicly traded companies, the repurchase rights
generally lapse ratably over a five- to ten-year period,
depending on the option term, which may vary from seven to twelve
years, provided that the optionee continues to be employed by the
granting corporation or another Thermo Electron company. For
companies that are not publicly traded, the repurchase rights
lapse in their entirety on the ninth anniversary of the grant
date. Certain options granted as a part of Thermo Electron's
stock option program have three-year terms, and the repurchase
rights lapse in their entirety on the second anniversary of the
grant date. The granting corporation may permit the holders of
options to exercise options and to satisfy tax withholding
obligations by surrendering shares equal in fair market value to
the exercise price or withholding obligation.
(2) The amounts shown in this table represent hypothetical gains
that could be achieved for the respective options if exercised at
the end of the option term. These gains are based on assumed
rates of stock appreciation of 5% and 10% compounded annually
from the date the respective options were granted to their
expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expense
16
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<PAGE>
associated with the exercise. Actual gains, if any, on stock
option exercises will depend on the future performance of the
common stock of the granting corporation, the optionee's
continued employment through the option period and the date on
which the options are exercised.
(3) These options were granted under stock option plans
maintained by Thermo Electron companies other than the
Corporation and accordingly are reported as a percentage of total
options granted to employees of Thermo Electron and its
subsidiaries.
(4) Mr. Wood was appointed a vice president of Thermo Electron
on September 2, 1994, and currently serves as a senior vice
president, and from time to time after that date has been, and in
the future may be, granted options to purchase common stock of
Thermo Electron and its subsidiaries other than the Corporation.
These options are not reported in the table as they are granted
as compensation for service to other Thermo Electron companies in
capacities other than in his capacity as chief executive officer
of the Corporation.
Stock Options Exercised During Fiscal 1996 and Fiscal Year-End
Option Values
The following table reports certain information regarding
stock option exercises during fiscal 1996 and outstanding stock
options held at the end of fiscal 1996 by the Corporation's chief
executive officer and the other named executive officers. No
stock appreciation rights were exercised or were outstanding
during fiscal 1996.
<TABLE>
Aggregated Option Exercises In Fiscal 1996 And Fiscal 1996 Year-End Option
Values
Number of
Unexercised
Shares Options at Fiscal
Acquired Year-End (Exercis- Value of
on Value able/Unexer- Unexercised
Name Company Exercise Realized cisable)(1) In-the-Money
<S> <C> <C> <C> <C> <C> <C> <C>
John W. Thermedics -- -- 125,500 /0 $580,037 /--
Wood Jr.
(2)
Thermo 13,836 $363,383 56,808 /0 $1,265,130 /--
Electron
Thermedics -- -- 0 /23,333 -- /$0 (5)
Detection
Thermo 25,755 $1,314,963 33,450 /0 $766,358 /--
Cardio-
systems
Thermo 4,500 $51,188 -- /0 -- /--
Ecotek
Thermo -- -- 9,000 /0 $54,000 /--
Fibertek
Thermo -- -- 30,000 /0 $0 /--
Sentron
Thermo -- -- 900 /0 $21,758 /--
TerraTech
Thermo 8,623 $61,645 78,450 /0 $319,074 /--
Voltek
PAGE
<PAGE>
John T. Thermedics -- -- 16,500 /0 $83,099 /--
Keiser
(3)
Thermo 10,125 $323,220 35,625 /0 $498,702 /--
Electron
Thermo -- -- 4,500 /0 $71,460 /--
Cardiosyst
ems
Thermo -- -- 7,500 /0 $0 /--
Sentron
ThermoSpec -- -- 1,500 /0 $2,813 /--
tra
Trex -- -- 20,000 /0 $32,500 /--
Medical
Victor Thermedics 22,500 $418,500 26,500 /0 $254,513 /--
L.
Poirier
Thermo -- -- 45,450 /0 $662,176 /--
Electron
Thermedics -- -- 0 /3,333 -- /$0 (5)
Detection
Thermo -- -- 2,000 /0 $6,250 /--
Bio-
Analysis
Thermo -- -- 121,350 /0 $2,189,993 /--
Cardio-
systems
Thermo -- -- 3,750 /0 $44,063 /--
Ecotek
Thermo -- -- 2,000 /0 $1,500 /--
Fibergen
Thermo -- -- 4,500 /0 $27,000 /--
Fibertek
PAGE
<PAGE>
ThermoLase -- -- 5,000 /0 $0 /--
ThermoLyte -- -- 0 /2,000 -- /$0 (5)
Thermo -- -- 6,000 /0 $0 /--
Optek
ThermoQues -- -- 6,000 /0 $0 /--
t
Thermo -- -- 7,500 /0 $0 /--
Sentron
ThermoSpec -- -- 500 /0 $938 /--
tra
ThermoTrex -- -- 360 /0 $8,703 /--
Trex -- -- 4,000 /0 $6,500 /--
Medical
David H. Thermedics -- -- 87,600 /0 $616,979 /--
Fine
Thermo 3,038 $114,098 54,637 /0 (4) $956,232 /--
Electron
Thermedics -- -- 0 /61,667 -- /$0 (5)
Detection
Thermo 2,445 $103,546 1,530 /0 $42,229 /--
Cardiosyst
ems
Thermo -- -- 1,500 /0 $17,625 /--
Ecotek
Thermo -- -- 4,500 /0 $27,000 /--
Fibertek
Thermo -- -- 30,000 /0 $0 /--
Lase
Thermo -- -- 7,500 /0 $0 /--
Sentron
ThermoSpec -- -- 1,000 /0 $1,875 /--
tra
PAGE
<PAGE>
ThermoTrex 360 $17,838 -- /0 -- /--
Jeffrey Thermedics -- -- 75,000 /0 $0 /--
J.
Langan
Thermo -- -- 15,000 /0 $0 /--
Electron
Thermedics -- -- 0 /50,000 -- /$0 (5)
Detection
</TABLE>
(1) All of the options reported outstanding at the end of the
fiscal year were immediately exercisable as of the end of the
fiscal year, except options to purchase the common stock of
ThermoLyte Corporation and Thermedics Detection Inc., which are
not exercisable until the earlier of (i) 90 days after the
effective date of the registration of the company's common stock
under Section 12 of the Exchange Act and (ii) nine years after
the grant date. In all cases, the shares acquired upon exercise
of the options reported in the table are subject to repurchase by
the granting corporation at the exercise price if the optionee
ceases to be employed by such corporation or any other Thermo
Electron company. The granting corporation may exercise its
repurchase rights within six months after the termination of the
optionee's employment. For publicly traded companies, the
repurchase rights generally lapse ratably over a five- to
ten-year period, depending on the option term, which may vary
from seven to twelve years, provided that the optionee continues
17
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<PAGE>
to be employed by the Corporation or another Thermo Electron
company. For companies whose shares are not publicly traded,
the repurchase rights lapse in their entirety on the ninth
anniversary of the grant date. Certain options granted as a part
of Thermo Electron's stock option program have three-year terms,
and the repurchase rights lapse in their entirety on the second
anniversary of the grant date.
(2) Mr. Wood was appointed a vice president of Thermo Electron
on September 2, 1994, currently serves as a senior vice
president, and holds options to purchase common stock of Thermo
Electron and its subsidiaries other than the Corporation granted
after that date. These options are not reported in the table as
they were granted as compensation for service to other Thermo
Electron companies other than in his capacity as chief executive
officer of the Corporation.
(3) Mr. Keiser was appointed a senior vice president of the
Corporation on July 28, 1994, and since July 1, 1994, has served
as the president of Thermo Biomedical Inc., a subsidiary of
Thermo Electron. Prior to July 1, 1994, he served as a vice
president of Thermo Instrument Systems Inc. and holds options to
purchase common stock of Thermo Electron and its subsidiaries
other than the Corporation granted prior to that date. These
options are not reported in the table as they were granted as
compensation for service other than as a senior vice president of
the Corporation.
(4) Options to purchase 22,500 and 45,000 shares of the common
stock of Thermo Electron granted to Mr. Poirier and Mr. Fine,
respectively, are subject to the same terms as described in
footnote (1), except that the repurchase rights of the granting
corporation generally do not lapse until the tenth anniversary of
the grant date. In the event of the employee's death or
involuntary termination prior to the tenth anniversary of the
grant date, the repurchase rights of the granting corporation
shall be deemed to have lapsed ratably over a five-year period
commencing with the fifth anniversary of the grant date.
(5) No public market existed for the shares underlying these
options as of December 28, 1996. Accordingly, no value in excess
of the exercise price has been attributed to these options.
Severance Agreements
In 1988, Thermo Electron entered into severance agreements
with several of its key employees, including key employees of the
Corporation and other majority-owned subsidiaries. These
agreements provide severance benefits if there is a change of
control of Thermo Electron that is not approved by the Board of
Directors of Thermo Electron and the employee's employment with
Thermo Electron or the majority-owned subsidiary is terminated,
for whatever reason, within one year thereafter. For purposes of
the agreement a change of control exists upon (i) the acquisition
18
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of 50% or more of the outstanding common stock of Thermo Electron
by any person without the prior approval of the board of
directors of Thermo Electron, (ii) the failure of the board of
directors of Thermo Electron, within two years after any
contested election of directors or tender or exchange offer not
approved by the board of directors, to be constituted of a
majority of directors holding office prior to such event or (iii)
any other event that the board of directors of Thermo Electron
determines constitutes an effective change of control of Thermo
Electron. Each of the recipients of these agreements would
receive a lump-sum benefit at the time of a qualifying severance
equal to the highest total cash compensation paid to the employee
by Thermo Electron or the majority-owned subsidiary in any
12-month period during the three years preceding the severance
event. A qualifying severance exists (i) if the employment of
the executive officer is terminated for any reason within one
year after a change in control of Thermo Electron or (ii) a group
of directors of Thermo Electron consisting of directors of Thermo
Electron on the date of the severance agreement or, if an
election contest or tender or exchange offer for Thermo
Electron's common stock has occurred, the directors of Thermo
Electron immediately prior to such election contest or tender or
exchange offer, and any future directors who are nominated or
elected by such directors, determines that any other termination
of the executive officer's employment should be treated as a
qualifying severance. The benefits to be provided are limited so
that the payments would not constitute so-called "excess
parachute payments" under applicable provisions of the Internal
Revenue Code of 1986. Assuming that severance benefits would have
been payable under these agreements as of March 1, 1997, Mr. Wood
would have received approximately $367,000.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive Compensation
All decisions on compensation for the Corporation's
executive officers are made by the Human Resources Committee of
the Board of Directors (the "Committee"). In reviewing and
establishing total cash compensation and stock-based compensation
for executives, the Committee follows guidelines established by
the Human Resources Committee of the Board of Directors of its
parent corporation, Thermo Electron. The executive compensation
program presently consists of annual base salary ("salary"),
short-term incentives in the form of annual cash bonuses, and
long-term incentives in the form of stock options.
The Committee believes that the compensation of executive
officers should reflect the scope of their responsibilities, the
success of the Corporation, and the contributions of each
executive to that success. In addition, the Committee believes
that base salaries should approximate the mid-point of
competitive salaries derived from market surveys and that
short-term and long-term incentive compensation should reflect
19
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the performance of the Corporation and the contributions of each
executive.
External competitiveness is an important element of the
Committee's compensation policy. The competitiveness of the
Corporation's compensation for its executives is assessed by
comparing it to market data provided by its compensation
consultant and by participating in annual executive compensation
surveys, primarily "Project 777," an executive compensation
survey prepared by Management Compensation Services, a division
of Hewitt Associates. The majority of firms represented in the
Project 777 survey are included in the Standard & Poor's 500
Index, but do not necessarily correspond to the companies
included in the Corporation's peer group index, the Dow Jones
Diversified Technology Industry Group Index.
Principles of internal equity are also central to the
Committee's compensation policies. Compensation considered for
the Corporation's officers, whether cash or stock-based
incentives, is also evaluated by comparing it to compensation of
other executives within the Thermo Electron organization with
comparable levels of responsibility for comparably sized business
units. The process for determining each of these elements for
the Corporation's executive officers is outlined below. For its
review of the compensation of other officers of the Corporation,
the Committee follows a substantially similar process.
Base Salary
Base salaries are intended to approximate the mid-point of
competitive salaries for similar organizations of comparable size
and complexity to the Corporation. Executive salaries are
adjusted gradually over time and only as necessary to meet this
objective. Increases in base salary may be moderated by other
considerations, such as geographic or regional market data,
industry trends or internal fairness within the Corporation and
Thermo Electron. It is the Committee's intention that over time
the base salaries for the chief executive officer and the other
named executive officers will approach the mid-point of
competitive data. The salary increases in 1996 for the chief
executive officer and the other named executive officers
generally reflect this practice of gradual increases and
moderation.
Cash Bonus
The Committee establishes a median potential bonus for each
executive by using the market data on total cash compensation
from the same executive compensation surveys as used to determine
salaries. Specifically, the median potential bonus plus the
salary of an executive officer is approximately equal to the
mid-point of competitive total cash compensation for a similar
position and level of responsibility in businesses having
comparable sales and complexity to the Corporation. The actual
20
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bonus awarded to an executive officer may range from zero to
three times the median potential bonus. The value within the
range (the bonus multiplier) is determined at the end of each
year by the Committee in its discretion. The Committee exercises
its discretion by evaluating each executive's performance using a
methodology developed by its parent corporation, Thermo Electron,
and applied throughout the Thermo Electron organization. The
methodology incorporates measures of operating returns, designed
to measure profitability and contributions to shareholder value,
and are measures of corporate and divisional performance that are
evaluated using graphs developed by Thermo Electron intended to
reward performance that is perceived as above average and to
penalize performance that is perceived as below average. The
measures of operating returns used in the Committee's
determinations in calendar 1996 measured return on net assets,
growth in income, and return on sales, and the Committee's
determinations also included a subjective evaluation of the
contributions of each executive that are not captured by
operating measures but are considered important to the creation
of long-term value for the Stockholders. These measures of
achievements are not financial targets that are met, not met or
exceeded. The relative weighting of the operating measures and
subjective evaluation varies among the executives, depending on
their roles and responsibilities within the organization.
The bonuses for named executive officers approved by the
Committee with respect to 1996 performance in each instance
exceeded the median potential bonus.
Stock Option Program
The primary goal of the Corporation is to excel in the
creation of long-term value for the Stockholders. The principal
incentive tool used to achieve this goal is the periodic award to
key employees of options to purchase common stock of the
Corporation and other Thermo Electron companies.
The Committee and management believe that awards of stock
options to purchase the shares of both the Corporation and other
companies within the Thermo Electron group of companies
accomplish many objectives. The grant of options to key
employees encourages equity ownership in the Corporation, and
closely aligns management's interests to the interests of all the
Stockholders. The emphasis on stock options also results in
management's compensation being closely linked to stock
performance. In addition, because they are subject to vesting
periods of varying durations and to forfeiture if the employee
leaves the Corporation prematurely, stock options are an
incentive for key employees to remain with the Corporation
long-term. The Committee believes stock option awards in its
parent corporation, Thermo Electron, and the other majority-owned
subsidiaries of Thermo Electron, are an important tool in
providing incentives for performance within the entire
organization.
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In determining awards, the Committee considers the average
annual value of all options to purchase shares of the Corporation
and other companies within the Thermo Electron organization that
vest in the next five years. (Values are established using a
modified Black-Scholes option pricing model.). As a guideline,
the Committee strives to maintain the aggregate amount of net
awards to purchase shares of Common Stock to all employees over a
five-year period below 12% of the Corporation's outstanding
Common Stock, although other factors such as unusual transactions
and acquisitions and standards for awards of comparably situated
companies may affect the number of awards granted.
In 1996, the Committee granted options to purchase Common
Stock of the Corporation to the chief executive officer and the
other named executive officers based on their holdings of such
stock and vested rights to acquire such stock throughout the
year, which the Committee considers each year. Other
discretionary awards are not made annually in conjunction with
the annual review of cash compensation, but are made
periodically. The Committee considers total compensation of
executives, actual and anticipated contributions of each
executive (which includes a subjective assessment by the
Committee of the value of the executive's future potential within
the organization), as well as the value of previously awarded
options as described above, in determining option awards. The
option awards made to the named executive officers in 1996 with
respect to the common stock of the Corporation's parent, Thermo
Electron, or its subsidiaries, are made as part of Thermo
Electron's overall stock option program and were determined by
the human resources committees of the board of directors of the
granting company using a similar analysis.
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Stock Ownership Policies
During 1996, the Committee established a stock holding
policy for executive officers of the Corporation. The stock
holding policy specifies an appropriate level of ownership of the
Corporation's Common Stock as a multiple of the officer's
compensation. For the chief executive officer, the multiple is
one times his base salary and reference bonus for the calendar
year. For all other officers, the multiple is one times the
officer's base salary. The Committee deemed it appropriate to
permit officers to achieve these ownership levels over a
three-year period.
In order to assist officers in complying with the policy,
the Committee also adopted a stock holding assistance plan under
which the Corporation is authorized to make interest-free loans
to officers to enable them to purchase shares of the Common Stock
in the open market. The loans are required to be repaid upon the
earlier of demand or the fifth anniversary of the date of the
loan, unless otherwise authorized by the Committee. No loans
were outstanding under this program in 1996. See "Relationship
with Affiliates - Stock Holding Assistance Plan."
The Committee also adopted a policy requiring its executive
officers to hold shares of the Corporation's Common Stock
acquired upon the exercise of stock options granted by the
Corporation. Under this policy, executive officers are required
to hold one-half of their net option exercises over a period of
five years. The net option exercise is determined by calculating
the number of shares acquired upon exercise of a stock option,
after deducting the number of shares that could have been traded
to exercise the option and the number of shares that could have
been surrendered to satisfy tax withholding obligations
attributable to the exercise of the options.
Policy on Deductibility of Compensation
The Committee has also considered the application of Section
162(m) of the Internal Revenue Code to the Corporation's
compensation practices. Section 162(m) limits the tax deduction
available to public companies for annual compensation paid to
senior executives in excess of $1 million unless the compensation
qualifies as "performance based" or is otherwise exempt under
Section 162(m). The annual compensation paid to individual
executives does not approach the $1 million threshold, and it is
believed that the stock incentive plans of the Corporation
qualify as "performance based." Therefore, the Committee does not
believe any further action is necessary in order to comply with
Section 162(m). From time to time, the Committee will reexamine
the Corporation's compensation practices and the effect of
Section 162(m).
1996 CEO Compensation
Cash compensation for Mr. John W. Wood Jr. is reviewed by
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both the Committee and the human resources committee of the board
of directors of Thermo Electron, due to his responsibilities as
both the Corporation's chief executive officer and as a senior
vice president of Thermo Electron, the Corporation's parent. Each
committee evaluates Mr. Wood's performance and proposed
compensation using a process similar to that used for the other
executive officers of the Corporation. At the Thermo Electron
level, Mr. Wood is evaluated on his performance related to the
Corporation, as well as other operating units of Thermo Electron
for which he is responsible, weighted in accordance with the
amount of time and effort devoted to each operation.
Approximately 50% of Mr. Wood's bonus for 1996 performance was
attributable to his responsibilities at the Corporation. The
Corporation's Committee then reviews the analysis and
determinations of the Thermo Electron committee, makes an
independent assessment of Mr. Wood's performance as it relates to
the Corporation using criteria similar to that used for the other
executive officers of the Corporation, and then agrees to an
appropriate allocation of Mr. Wood's compensation to be paid by
the Corporation.
In December 1996, the Committee conducted its review of Mr.
Wood's proposed salary for 1997 and bonus for 1996 performance.
The Committee concurred in the recommendation made by the Thermo
Electron committee and agreed to an allocation of 50% of Mr.
Wood's total cash compensation for 1996 to the Corporation, based
on his relative responsibilities at the Corporation and Thermo
Electron. An additional 10% of Mr. Wood's total cash
compensation for 1996 was allocated to the Corporation's
majority-owned subsidiary, Thermo Voltek, for his services as its
chief executive officer.
In 1996, the Committee also approved stock option awards to
Mr. Wood with respect to the Corporation's Common Stock. The
Committee annually considers an award of stock options to
executive officers of the Corporation, which are generally based
upon the number of shares of Common Stock and unexercised, vested
stock options held by the executive during the year, as an
incentive for executives to buy and hold Common Stock. The award
of stock options to purchase shares of Common Stock to Mr. Wood
in 1996 was made under this program. The award of stock options
to purchase shares of the Corporation's majority-owned
subsidiary, Thermo Voltek, to Mr. Wood in 1996 was made by the
human resources committee of the board of directors of that
company under a similar program as that described above. Mr.
Wood was also granted options to purchase 30,000 shares of the
common stock of the Corporation's majority-owned subsidiary,
Thermo Sentron, in 1996. These options were awarded in
connection with Mr. Wood's position as a director and chairman of
the board of Thermo Sentron, and were determined in a manner
consistent with awards to other officers, as described above
under "Stock Option Program."
Mr. Peter O. Crisp (Chairman)
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Dr. Nicholas T. Zervas
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COMPARATIVE PERFORMANCE GRAPH
The Securities and Exchange Commission requires that the
Corporation include in this proxy statement a line-graph
presentation comparing cumulative, five-year shareholder returns
for the Corporation's Common Stock with a broad-based market
index and either a nationally recognized industry standard or an
index of peer companies selected by the Corporation. The
Corporation has compared its performance with the American Stock
Exchange Market Value Index and the Dow Jones Total Return Index
for the Diversified Technology Industry Group.
Comparison of 1991-1996 Total Return Among Thermedics Inc.,
the American Stock Exchange Market Value Index and the
Dow Jones Total Return Index for the Diversified Technology
Industry Group
GRAPH APPEARS HERE
12/31/9112/31/9212/31/93 12/30/9412/29/95 12/28/96
TMD 100 127 245 207 450 302
AMEX 100 101 121 110 139 147
DJ DIV 100 110 129 133 182 235
The total return for the Corporation's Common Stock (TMD),
the American Stock Exchange Market Value Index (AMEX) and the Dow
Jones Total Return Index for the Diversified Technology Industry
Group (DJ DIV) assumes the reinvestment of dividends, although
dividends have not been declared on the Corporation's Common
Stock. The American Stock Exchange Market Value Index tracks the
aggregate performance of equity securities of companies listed on
the American Stock Exchange. The Corporation's Common Stock is
traded on the American Stock Exchange under the ticker symbol
"TMD."
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RELATIONSHIP WITH AFFILIATES
Thermo Electron has adopted a strategy of selling a minority
interest in subsidiary companies to outside investors as an
important tool in its future development. As part of this
strategy, Thermo Electron and certain of its subsidiaries have
created several privately and publicly held subsidiaries. The
Corporation has created Thermedics Detection Inc., Thermo
Cardiosystems and Thermo Sentron Inc. as publicly held
subsidiaries, and the Corporation has acquired the majority
interest in a previously unaffiliated public company, Thermo
Voltek Corp. From time to time, Thermo Electron and its
subsidiaries will create other majority-owned subsidiaries as
part of its spinout strategy. (The Corporation and such other
majority-owned Thermo Electron subsidiaries are hereinafter
referred to as the "Thermo Subsidiaries.")
Thermo Electron and each of the Thermo Subsidiaries
recognize that the benefits and support that derive from their
affiliation are essential elements of their individual
performance. Accordingly, Thermo Electron and each of the Thermo
Subsidiaries have adopted the Thermo Electron Corporate Charter
(the "Charter") to define the relationships and delineate the
nature of such cooperation among themselves. The purpose of the
Charter is to ensure that (1) all of the companies and their
stockholders are treated consistently and fairly, (2) the scope
and nature of the cooperation among the companies, and each
company's responsibilities, are adequately defined, (3) each
company has access to the combined resources and financial,
managerial and technological strengths of the others, and (4)
Thermo Electron and the Thermo Subsidiaries, in the aggregate,
are able to obtain the most favorable terms from outside parties.
To achieve these ends, the Charter identifies the general
principles to be followed by the companies, addresses the role
and responsibilities of the management of each company, provides
for the sharing of group resources by the companies and provides
for centralized administrative, banking and credit services to be
performed by Thermo Electron. The services provided by Thermo
Electron include collecting and managing cash generated by
members, coordinating the access of Thermo Electron and the
Thermo Subsidiaries (the "Thermo Group") to external financing
sources, ensuring compliance with external financial covenants
and internal financial policies, assisting in the formulation of
long-range planning and providing other banking and credit
services. Pursuant to the Charter, Thermo Electron may also
provide guarantees of debt or other obligations of the Thermo
Subsidiaries or may obtain external financing at the parent level
for the benefit of the Thermo Subsidiaries. In certain
instances, the Thermo Subsidiaries may provide credit support to,
or on behalf of, the consolidated entity or may obtain financing
directly from external financing sources. Under the Charter,
Thermo Electron is responsible for determining that the Thermo
Group remains in compliance with all covenants imposed by
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external financing sources, including covenants related to
borrowings of Thermo Electron or other members of the Thermo
Group, and for apportioning such constraints within the Thermo
Group. In addition, Thermo Electron establishes certain internal
policies and procedures applicable to members of the Thermo
Group. The cost of the services provided by Thermo Electron to
the Thermo Subsidiaries is covered under existing corporate
services agreements between Thermo Electron and each of the
Thermo Subsidiaries.
The Charter presently provides that it shall continue in
effect so long as Thermo Electron and at least one Thermo
Subsidiary participate. The Charter may be amended at any time
by agreement of the participants. Any Thermo Subsidiary,
including the Corporation, can withdraw from participation in the
Charter upon 30 days' prior notice. In addition, Thermo Electron
may terminate a subsidiary's participation in the Charter in the
event the subsidiary ceases to be controlled by Thermo Electron
or ceases to comply with the Charter or the policies and
procedures applicable to the Thermo Group. A withdrawal from
the Charter automatically terminates the corporate services
agreement and tax allocation agreement (if any) in effect between
the withdrawing company and Thermo Electron. The withdrawal from
participation does not terminate outstanding commitments to third
parties made by the withdrawing company, or by Thermo Electron or
other members of the Thermo Group, prior to the withdrawal.
However, a withdrawing company is required to continue to comply
with all policies and procedures applicable to the Thermo Group
and to provide certain administrative functions mandated by
Thermo Electron so long as the withdrawing company is controlled
by or affiliated with Thermo Electron.
As provided in the Charter, the Corporation and Thermo
Electron have entered into a Corporate Services Agreement (the
"Services Agreement") under which Thermo Electron's corporate
staff provides certain administrative services, including certain
legal advice and services, risk management, employee benefit
administration, tax advice and preparation of tax returns,
centralized cash management and financial and other services to
the Corporation. The Corporation was assessed an annual fee
equal to 1.0% of the Corporation's revenues for these services
for calendar 1996. The fee is reviewed annually and may be
changed by mutual agreement of the Corporation and Thermo
Electron. During fiscal 1996, Thermo Electron assessed the
Corporation $2,613,000 in fees under the Services Agreement.
Management believes that the charges under the Services Agreement
are reasonable and that the terms of the Services Agreement are
fair to the Corporation. For items such as employee benefit
plans, insurance coverage and other identifiable costs, Thermo
Electron charges the Corporation based on charges attributable to
the Corporation. The Services Agreement automatically renews for
successive one-year terms, unless canceled by the Corporation
upon 30 days' prior notice. In addition, the Services Agreement
terminates automatically in the event the Corporation ceases to
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be a member of the Thermo Group or ceases to be a participant in
the Charter. In the event of a termination of the Services
Agreement, the Corporation will be required to pay a termination
fee equal to the fee that was paid by the Corporation for
services under the Services Agreement for the nine-month period
prior to termination. Following termination, Thermo Electron may
provide certain administrative services on an as-requested basis
by the Corporation or as required in order to meet the
Corporation's obligations under Thermo Electron's policies and
procedures. Thermo Electron will charge the Corporation a fee
equal to the market rate for comparable services if such services
are provided to the Corporation following termination.
From time to time the Corporation may transact business with
other companies in the Thermo Group. In fiscal 1996, these
transactions included the following.
The Corporation allocates a portion of the salary, bonus and
travel expenses of two executive officers of the Corporation to
Thermo Electron for the time such officers devote to Thermo
Electron in connection with certain management responsibilities
relating to Thermo Electron's other biomedical businesses. In
1996, the portion allocated to Thermo Electron was $707,000.
X-ray sources used in certain products are manufactured for
the Corporation's Thermedics Detection Inc. subsidiary
("Thermedics Detection") by Trex Medical Corporation, a
subsidiary of Thermo Electron's ThermoTrex Corporation
subsidiary. During 1996, Thermedics Detection paid $162,000 to
Trex Medical Corporation for these x-ray sources. Thermo
Electron's Tecomet division provides metal fabrication services
in connection with the manufacture of the heart-assist devices
sold by Thermo Cardiosystems and certain products sold by
Thermedics Detection. During 1996, the Corporation paid Tecomet
$2,977,115 for these services. Pursuant to a subcontract entered
into in October 1993, Thermedics Detection performs research and
development services for Coleman Research Corporation
("Coleman"), which is the prime contractor under a contract with
the U.S. Department of Energy. Coleman is a wholly owned
subsidiary of Thermo Electron and was acquired by Thermo Electron
in March 1995. Coleman paid Thermedics Detection $618,997 for
services rendered in 1996.
In connection with the acquisition by the Corporation of its
Thermo Sentron Inc. subsidiary ("Thermo Sentron"), Thermo Sentron
ceased to distribute a line of alloy analyzers. In January 1995,
this distributorship ("TN Technologies" or "TN") was transferred
to Thermo Instrument Systems Inc. ("Thermo Instrument"), a
publicly traded, majority-owned subsidiary of Thermo Electron,
for book value. Thermo Sentron acts as a distributor in Europe
for process measurement instruments manufactured by TN. In 1996,
Thermo Sentron purchased such products from TN for $563,000. In
1996, Thermo Sentron sold meters to TN pursuant to purchase
orders resulting in revenues of $114,000.
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In 1996, Thermo Sentron received a ten percent (10%)
commission totaling $69,670 from Gamma-Metrics, a wholly owned
subsidiary of Metrika Systems Corporation, a majority-owned
subsidiary of Thermo Instrument, which Thermo Sentron earned in
connection with the sale by Gamma-Metrics of one of its CrossBelt
Analyzers to an Australian-based cement manufacturing company.
The Corporation also sells other products in the ordinary
course of business to Thermo Electron and its subsidiaries. In
1996, the Corporation derived revenues of approximately $190,000
from these sales.
On January 22, 1996, the Corporation issued 1,688,161 shares
of its common stock to Thermo Electron in exchange for 315,199
shares of the common stock of the Corporation's Thermo Voltek
Corp. subsidiary ("Thermo Voltek") and 529,965 shares of the
common stock of the Corporation's Thermo Cardiosystems Inc.
subsidiary ("Thermo Cardiosystems"). The shares of common stock
of the Corporation, Thermo Voltek and Thermo Cardiosystems were
valued based upon the average closing sale price for each
company's shares on the American Stock Exchange for the five days
prior to the completion of the transaction.
In March and November 1996, Thermedics Detection completed
private placements of an aggregate of 683,500 shares of its
common stock primarily to outside investors. Dr. David H. Fine
and Mr. Jeffrey J. Langan, vice presidents of the Corporation,
each purchased 10,000 shares of the common stock of Thermedics
Detection in the March private placement at a purchase price of
$10.00 per share, the same price paid by unaffiliated buyers.
Thermo Electron owned approximately 55% of the Corporation's
outstanding Common Stock on December 28, 1996. Thermo Electron
intends for the foreseeable future to maintain at least 50%
ownership of the Corporation. This may require the purchase by
Thermo Electron of additional shares of the Corporation's Common
Stock from time to time as the number of outstanding shares
issued by the Corporation increases. These purchases may be made
either in the open market or directly from the Corporation.
As of December 28, 1996, $74,625,000 of the Corporation's
cash equivalents were invested in a repurchase agreement with
Thermo Electron. Under this agreement, the Corporation in effect
lends excess cash to Thermo Electron, which Thermo Electron
collateralizes with investments principally consisting of
corporate notes, U.S. government agency securities, money market
funds, commercial paper and other marketable securities, in the
amount of at least 103% of such obligation. The Corporation's
funds subject to the repurchase agreement are readily convertible
into cash by the Corporation and have a maturity of three months
or less. The repurchase agreement earns a rate based on the
Commercial Paper Composite Rate plus 25 basis points, set at the
beginning of each quarter.
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Stock Holding Assistance Plan
In 1996, the Corporation adopted a stock holding policy
which requires its executive officers to acquire and hold a
minimum number of shares of Common Stock. In order to assist the
executive officers in complying with the policy, the Corporation
also adopted a stock holding assistance plan under which it may
make interest-free loans to certain key employees, including its
executive officers, to purchase Common Stock in the open market.
No loans were outstanding under this program in 1996.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as
independent public accountants for fiscal 1997. Arthur Andersen
LLP has acted as independent public accountants for the
Corporation since 1983. Representatives of that firm are expected
to be present at the Meeting, will have the opportunity to make a
statement if they desire to do so and will be available to
respond to questions. The Board of Directors has established an
Audit Committee, presently consisting of three outside directors,
the purpose of which is to review the scope and results of the
audit.
OTHER ACTION
Management is not aware at this time of any other matters
that will be presented for action at the Meeting. Should any such
matters be presented, the proxies grant power to the proxy
holders to vote shares represented by the proxies in the
discretion of such proxy holders.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the
1998 Annual Meeting of the Stockholders of the Corporation must
be received by the Corporation for inclusion in the proxy
statement and form of proxy relating to that meeting no later
than January 9, 1998.
SOLICITATION STATEMENT
The cost of this solicitation of proxies will be borne by
the Corporation. Solicitation will be made primarily by mail,
but regular employees of the Corporation may solicit proxies
personally, by telephone, facsimile transmission or telegram.
Brokers, nominees, custodians and fiduciaries are requested to
forward solicitation materials to obtain voting instructions from
beneficial owners of stock registered in their names, and the
Corporation will reimburse such parties for their reasonable
charges and expenses in connection therewith.
Woburn, Massachusetts
May 7, 1997
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FORM OF PROXY
THERMEDICS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 2, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints John N. Hatsopoulos,
Jonathan W. Painter and John W. Wood Jr., and each of them,
proxies of the undersigned, each with power to appoint his
substitute, and hereby authorizes them to represent and vote, as
designated below, all the shares of common stock of Thermedics
Inc. held of record by the undersigned on April 7, 1997, at the
Annual Meeting of the Stockholders to be held at The Hyatt
Regency Hotel, Hilton Head, South Carolina, on Monday, June 2,
1997, at 1:30 p.m., and at any postponement or adjournment
thereof, as set forth on the reverse side hereof, and in their
discretion upon any other business that may properly come before
the meeting.
The Proxy will be voted as specified, or if no choice is
specified, FOR the election of the nominees named and as said
proxies deem advisable on such other matters as may properly come
before the meeting.
(IMPORTANT - TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
Please mark your
[ x ] votes as in this
example.
The Board of Directors recommends a bote For Proposals 1.
1. ELECTION OF DIRECTORS OF THE COMPANY (see reverse).
Nominees: Peter O. Crisp, Paul F. Ferrari, George N. Hatsopoulos,
John N. Hatsopoulos, Robert C. Howard, John T. Keiser, John W.
Wood Jr. and Nicholas T. Zervas.
FOR ALL NOMINEES [ ]
WITHHELD FROM ALL NOMINEES [ ]
______________________________________
FOR, except vote withheld for the following nominee(s):
(This proxy should be dated, signed by the shareholder(s) exactly
as his or her name appears hereon, and returned promptly in the
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enclosed envelope. Persons signing in a fiduciary capacity
should so indicate. If shares are held by joint tenants or as
community property, both should sign.)
SIGNATURE(S)_______________________________________
DATE_________________
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