SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 10, 1998
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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
(Address of principal executive offices) (Zip Code)
(781) 938-3786
(Registrant's telephone number
including area code)
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This Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the year ended January 3, 1998.
These include risks and uncertainties relating to: government regulation and
industry standards, competition and technological change, intellectual property
rights, reimbursement by insurers for medical procedures, medical community
acceptance of medical devices, availability of materials and components, product
liability, international operations, the Registrant's spinout and acquisition
strategies, and the potential impact of the year 2000 on processing
date-sensitive information.
Item 5. Other Events
On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's parent corporation, issued a press release regarding an update to
the proposed corporate reorganization, announced on August 12, 1998, involving
certain of Thermo Electron's subsidiaries, including the Registrant.
The press release stated, among other things, that Thermo Sentron Inc.
("Thermo Sentron"), a majority-owned, publicly traded subsidiary of the
Registrant, will not be combined with Metrika Systems Corporation and ONIX
Systems Inc., both majority-owned, publicly traded subsidiaries of Thermo
Instrument Systems Inc. ("Thermo Instrument"), to form a new sensor and process
control company, as had been announced on August 12. In addition, the press
release stated that the Registrant will transfer its shares of its subsidiaries
Thermo Sentron, Thermedics Detection Inc. ("Thermedics Detection") and Thermo
Voltek Corp. ("Thermo Voltek"), along with additional shares of the Registrant's
Common Stock, to Thermo Electron in exchange for Thermo Electron's wholly owned
biomedical group. The Registrant's shares in Thermo Sentron, Thermedics
Detection and Thermo Voltek will not be transferred to Thermo Instrument, as had
been announced on August 12.
The completion of these transactions is subject to numerous conditions,
including the establishment of prices and exchange ratios; confirmation of
anticipated tax consequences; the approval by the board of directors of the
Registrant (including its independent directors); negotiation and execution of
definitive agreements; clearance by the Securities and Exchange Commission of
any necessary documents in connection with the proposed transactions; approval
by the board of directors of Thermo Electron; and receipt of fairness opinions
from one or more investment banking firms on certain financial aspects of the
transactions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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SIGNATURE
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 10th day of December, 1998.
THERMEDICS INC.
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
