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 2, 1995
________________________________________
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
504 Airport Road 87504-2108
Post Office Box 2108 (Zip Code)
Santa Fe, New Mexico
(Address of principal executive offices)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 5. Other Events
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On March 2, 1995, Thermo Instrument Systems Inc. (the "Company")
issued a press release, attached hereto as Exhibit 1, to announce that it
has signed a purchase agreement with Fisons plc ("Fisons") to acquire the
Scientific Instruments Division of Fisons for 202 million British pounds
sterling, subject to a post-closing adjustment. For the fiscal year ended
December 31, 1994, the division reported revenues of 261.7 million pounds
and a trading loss of 11.7 million pounds. Revenues for the six-month
period from July 1, 1994 to December 31, 1994 were 157.3 million pounds,
with a trading profit of 0.9 million pounds.
The acquisition is subject to certain conditions, including approval
by Fisons shareholders, regulatory approvals, consent of certain third
parties, and customary conditions to closing. The Company intends to fund
the purchase price from available cash and through borrowings from Thermo
Electron Corporation, which owns approximately 83% of the Company's
outstanding capital stock.
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: Not applicable.
(b) Pro Forma Combined Condensed Financial Information: Not
applicable.
(c) Exhibits
1. Thermo Instrument Systems Inc. Press Release dated March
2, 1995.
2
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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 6th day of March 1995.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Paul F. Kelleher
-----------------------
Paul F. Kelleher
Chief Accounting Officer
EXHIBIT 1
THERMO INSTRUMENT SYSTEMS ANNOUNCES INTENT TO ACQUIRE THE
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SCIENTIFIC INSTRUMENTS DIVISION OF FISONS
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WALTHAM, Mass., March 2, 1995 -- Thermo Instrument Systems
Inc. (ASE-THI) announced today that it has signed a purchase
agreement with Fisons plc to acquire the Scientific
Instruments Division of Fisons for 202 million British
pounds sterling, subject to a post-closing adjustment. For
the fiscal year ended December 31, 1994, the division
reported revenues of 261.7 million pounds and a trading loss
of 11.7 million pounds. Revenues for the six-month period
from July 1, 1994, to December 31, 1994, were 157.3 million
pounds, with a trading profit of 0.9 million pounds.
Consummation of this agreement would represent the largest
acquisition in the history of both Thermo Instrument and its
parent company, Thermo Electron Corporation.
The Scientific Instruments Division is principally
composed of Fisons operations that are involved in the
research, development, manufacture, and sale of analytical
instruments to industrial and research laboratories
worldwide.
"We believe the Scientific Instruments Division of
Fisons will provide a strategically attractive extension to
our analytical instrument business as its products,
distribution network, and manufacturing abilities add to our
strengths in a growing global market," said Arvin H. Smith,
president and chief executive officer of Thermo Instrument
Systems. "The potential represented by this acquisition is
exciting because it enhances our presence in key European
countries and gives us access to several important
analytical technologies and products."
The acquisition is subject to certain conditions,
including approval by Fisons plc shareholders, regulatory
approvals, consent of certain third parties, and customary
conditions to closing. The company intends to fund the
purchase price from available cash and through borrowings
from Thermo Electron.
Thermo Instrument Systems develops, manufactures, and
markets instruments used to detect and measure air
pollution, radioactivity, complex chemical compounds, toxic
metals and other elements in a broad range of liquids and
solids as well as to control and monitor various industrial
processes. Thermo Instrument Systems is a public subsidiary
