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 2, 1997
________________________________________
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)
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Item 2. Acquisition or Disposition of Assets
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On May 2, 1997, the Thermo Cardiosystems Inc. subsidiary ("Thermo
Cardiosystems") of Thermedics Inc. (the "Company") acquired International
Technidyne Corporation ("ITC"), a wholly owned subsidiary of Thermo
Electron Corporation ("Thermo Electron"), in exchange for the right to
receive 3,355,705 shares of Thermo Cardiosystems' common stock. ITC is a
manufacturer of near-patient, whole-blood coagulation-testing equipment and
related disposables, as well as single-use, premium-priced, skin-incision
devices. In 1996, ITC had revenues of $34,000,000, with net income of
$4,700,000.
The acquisition was made pursuant to an Agreement and Plan of
Reorganization dated as of May 2, 1997 (the "Agreement"), among Thermo
Cardiosystems, ITC Acquisition Inc., a wholly owned subsidiary of Thermo
Cardiosystems ("Acquisition"), Thermo Electron, ITC Holdings Inc., a wholly
owned subsidiary of Thermo Electron that owned ITC ("Holdings"), and ITC.
Under the terms of the Merger Agreement, (i) Acquisition merged with and
into ITC, (ii) outstanding shares of ITC's common stock were canceled and
converted into the right to receive 3,355,705 shares of Thermo
Cardiosystems common stock, (iii) each outstanding share of Acquisition's
common stock was canceled and converted into one share of the common stock
of ITC, and (iv) ITC became a wholly owned subsidiary of Thermo
Cardiosystems.
The shares of Thermo Cardiosystems' common stock to be issued in
connection with the acquisition will be so issued as soon as such shares
are listed for trading upon the American Stock Exchange, Inc. The exchange
requires that the listing be approved by the holders of a majority of
Thermo Cardiosystems' outstanding shares present and voting at a
shareholders' meeting. The meeting is expected to be held before the end
of fiscal 1997. Thermo Electron and the Company have each agreed to vote
all of the shares of Thermo Cardiosystems' common stock held by them as of
the record date of the meeting in favor of the listing of Thermo
Cardiosystems shares and all matters related thereto. Before giving effect
to the issuance of the shares to be issued pursuant to the Agreement,
Thermo Electron and the Company owned an aggregate of 54.2% of the
outstanding common stock of Thermo Cardiosystems. Giving effect to the
issuance of such shares, Thermo Electron and the Company own an aggregate
of 58.1% of such outstanding common stock.
The consideration to be paid for ITC was based on Thermo
Cardiosystems' determination of the fair market value of ITC's business.
Based on the average of the closing prices of Thermo Cardiosystems' common
stock as reported on the American Stock Exchange for the five trading days
ending on March 27, 1997, the shares to be issued to Thermo Electron had a
value of $75,000,000 prior to the execution of the Agreement.
Thermo Cardiosystems has no present intention to use ITC's assets for
purposes materially different from the purposes for which such assets were
used prior to the acquisition. However, Thermo Cardiosystems will review
ITC's business and assets, corporate structure, capitalization, operations,
properties, policies, management and personnel and, upon completion of this
review, may develop alternative plans or proposals, including mergers,
transfers of a material amount of assets or other transactions or changes
relating to such business.
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Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: Information
meeting the requirements of this Item 7(a) will be filed by
amendment within the time period permitted by Item 7(a)(4) of
Form 8-K.
(b) Pro Forma Combined Condensed Financial Information:
Information meeting the requirements of this Item 7(b) will
be filed by amendment within the time period permitted by
Item 7(a)(4) of Form 8-K.
(c) Exhibits
2. Agreement and Plan of Reorganization dated as of May 2,
1997, by and among Thermo Cardiosystems Inc., ITC
Acquisition Inc., Thermo Electron Corporation, ITC
Holdings Inc. and International Technidyne Corporation
(incorporated by reference from Exhibit 2.1 to Thermo
Cardiosystems Inc.'s Quarterly Report on Form 10-Q for
the Quarter ended March 29, 1997 (File No. 1-10114)).
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 15th day of May, 1997.
THERMEDICS INC.
By: /s/ Jonathan W. Painter
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Jonathan W. Painter
Treasurer
