As filed with the Securities and Exchange Commission on December 21, 1995.
Registration No. 033-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
_______________
DELAWARE 04-2925809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
504 Airport Road
Post Office Box 2108
Santa Fe, New Mexico 87504-2108
(Address of Principal Executive Offices) (Zip Code)
THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
(Full Title of Plan)
Sandra L. Lambert, Secretary
Thermo Instrument Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Instrument Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
registered registered Price Per Offering Price Fee
Share
Common Stock,
$.10 par 100,000
value per shares (1) $31 1/4 (2) $3,125,000 (2) $625 (2)
share
In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and an indeterminate number of shares of the Registrant's
Common Stock as may be issuable in connection with adjustments under such
plan to reflect certain changes in the Registrant's capital structure,
including stock dividends or stock split-ups.
_______________
(1) The number of shares of Common Stock which will actually be issued
under the Plan cannot be determined at this time, as the number of
shares of Common Stock purchased by the Plan Administrator pursuant
to the Plan will depend on the amount of contributions to be used to
purchase shares of the Registrant's Common Stock in the open market
and the prevailing market prices.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) under the Securities
Act of 1933. The calculation of the proposed maximum aggregate
offering price has been based upon (1) the registration hereunder of
an aggregate of 100,000 shares and (2) the average of the high and
low sales prices, $31 3/4 and $30 3/4, respectively, of the
Registrant's Common Stock on the American Stock Exchange on December
19, 1995 as reported in The Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the MoneyMatch Plus Plan (the "Plan") of Thermo
Electron Corporation, the parent company of Thermo Instrument Systems Inc.
(the "Registrant" or the "Company") pursuant to Rule 428(b) (1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) The Company's Current Report on Form 8-K filed with the
Commission on March 6, 1995 with respect to events occurring on
March 2, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the three-month
period ended April 1, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the three-month
period ended July 1, 1995.
(e) The Company's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1995.
(f) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A, filed under the
Exchange Act, as amended.
All reports or proxy statements filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates
of filing such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon
by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
is also General Counsel of Thermo Electron Corporation, the majority
stockholder of the Company, and owns or has the right to acquire, pursuant
to the exercise of stock options, shares of the Common Stock of the
Company, of Thermo Electron Corporation, and of certain of Thermo
Electron's subsidiaries, the fair market value of which exceeds $50,000.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the
Company's officers and directors for liabilities and expenses that they
may incur in such capacities. In general, officers and directors are
indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions
that the indemnitee had no reasonable cause to believe were unlawful. The
Company also has indemnification agreements with its directors and
officers that provide for the maximum indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which insures the
directors and officers of Thermo Electron and its subsidiaries, including
the Company, against certain liabilities which might be incurred in
connection with the performance of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached
hereto and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
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high and of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 20th day of December, 1995.
THERMO INSTRUMENT SYSTEMS INC.
By: Arvin H. Smith
-------------------------
Arvin H. Smith, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Instrument
Systems Inc. hereby appoints John N. Hatsopoulos, Paul F. Kelleher,
Jonathan W. Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
President, Chief Executive
Arvin H. Smith Officer and Director December 20, 1995
Arvin H. Smith
Vice President, Chief
Financial Officer and
John N. Hatsopoulos Director December 20, 1995
John N. Hatsopoulos
Paul F. Kelleher Chief Accounting Officer December 20, 1995
Paul F. Kelleher
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Signature Title Date
Marshall J. Armstrong Director December 20, 1995
Marshall J. Armstrong
Director December __, 1995
Frank Borman
George N. Hatsopoulos Chairman of the Board December 20, 1995
George N. Hatsopoulos
Elias P. Gyftopoulos Director December 20, 1995
Elias P. Gyftopoulos
Robert C. Howard Director December 20, 1995
Robert C. Howard
Director December __, 1995
Frank Jungers
Robert A. McCabe Director December 20, 1995
Robert A. McCabe
Polyvios C. Vintiadis Director December 20, 1995
Polyvios C. Vintiadis
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan Administrator of the Thermo Electron Corporation
MoneyMatch Plus Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Waltham, Commonwealth of Massachusetts, on the 20th day of
December, 1995.
Thermo Electron Corporation MoneyMatch Plus Plan
By: Thermo Electron Corporation,
Plan Administrator
By: Jonathan W. Painter
-----------------------------
Jonathan W. Painter, Treasurer
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EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of Seth H. Hoogasian, Esq. 8
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24 Power of Attorney (see signature pages
to this Registration Statement).
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EXHIBIT 5
THERMO INSTRUMENT SYSTEMS INC.
504 Airport Road
Post Office Box 2108
Santa Fe, New Mexico 87504-2108
December 20, 1995
Thermo Instrument Systems Inc.
504 Airport Road
Post Office Box 2108
Santa Fe, New Mexico 87504-2108
Re: Registration Statement on Form S-8
Dear Sirs:
I am General Counsel to Thermo Instrument Systems Inc., a
Delaware corporation (the "Company"), and have acted as counsel
in connection with the registration under the Securities Act of
1933, as amended, on Form S-8 (the "Registration Statement"), of
100,000 shares of the Company's Common Stock, $.10 par value per
share (the "Shares").
I or a member of my staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
staff have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of all
corporate records, documents, agreements or other instruments of
the Company and have made all investigations of law and have
discussed with the Company's representatives all questions of
fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
State of Delaware.
2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
3. The Shares, when issued and sold in accordance with the
provisions of the Thermo Electron Corporation MoneyMatch Plus
Plan will be validly issued, fully paid and nonassessable.
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Thermo Instrument Systems Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 10, 1995 (except with respect to the
matters discussed in Note 14 as to which the date is March 1,
1995) included in Thermo Instrument Systems Inc.'s Form 10-K for
the year ended December 31, 1994 and to all references to our
firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 1995
