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):
March 30, 1998
________________________________________
THERMEDICS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9567 04-2788806
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
470 Wildwood Street
Woburn, Massachusetts 01888
(Address of principal executive offices) (Zip Code)
(781) 938-3786
(Registrant's telephone number
including area code)
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Item 5. Other Events
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On March 30, 1998, Thermedics Inc. (the "Company") approved a
proposal to acquire, through a merger, all of the outstanding
shares of common stock of its subsidiary Thermo Voltek Corp.
("Thermo Voltek") that the Company does not own at a price of
$7.00 per share in cash. The proposal was presented to Thermo
Voltek on March 30, 1998. The total transaction cost to the
Company is estimated to be approximately $27 million, which
includes approximately $5.25 million for the redemption of the
outstanding Thermo Voltek 3/ percent convertible subordinated
debentures due 2000. The Company currently owns approximately 67
percent of the outstanding common stock of Thermo Voltek. The
Company is a 58 percent-owned subsidiary of Thermo Electron
Corporation ("Thermo Electron"), which in turn owns approximately
3 percent of the outstanding common stock of Thermo Voltek.
The merger is contingent upon, among other things, the
negotiation and execution of a definitive merger agreement;
receipt by the Thermo Voltek board of directors of an opinion by
an investment banking firm that the Company's offer is fair to
Thermo Voltek shareholders (other than the Company and Thermo
Electron) from a financial point of view; the approval of the
Thermo Voltek board of directors upon recommendation of a special
committee of its independent directors; and clearance by the
Securities and Exchange Commission of the proxy materials
regarding the proposed transaction.
On March 31, 1998, a complaint naming the Company as a
defendant, among others, regarding the Company's proposed
acquisition of Thermo Voltek was filed in Delaware Chancery Court
by a Thermo Voltek shareholder attempting to act on behalf of the
public shareholders of Thermo Voltek. The complaint alleges,
among other things, that the proposed price of $7.00 per share is
unfair and grossly inadequate. The plaintiff is seeking
injunctive and other appropriate relief. A second lawsuit was
also filed in Delaware Chancery Court by another Thermo Voltek
shareholder on that date containing substantially similar
allegations.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
SIGNATURE
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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 3rd day of April, 1998.
THERMEDICS INC.
By:/s/ Sandra L. Lambert
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Sandra L. Lambert
Clerk
