As filed with the Securities and Exchange
Commission on March 29, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
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 No.)
------------------
504 Airport Road
Post Office Box 2108
Santa Fe, New Mexico 87504-2108
(505) 438-3171
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo Instrument Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire
General Counsel
Thermo Instrument Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [ x ]
__________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$.10 par 96,029
value per shares $29 9/16 $2,838,858(1) $979 (1)
share (1)
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on March 27, 1996.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
96,029 Shares
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THERMO INSTRUMENT SYSTEMS INC.
Common Stock
This Prospectus relates to 96,029 shares (the "Shares") of
Common Stock, par value $.10 per share (the "Common Stock"), of
Thermo Instrument Systems Inc. (the "Company"). The Shares may
be offered by the Thermo Electron Corporation Employees Stock
Ownership Plan and Trust (the "Selling Shareholder" or the
"Plan"), a profit sharing plan qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), from
time to time in transactions on the American Stock Exchange, in
negotiated transactions, through the writing of options on the
Shares, or a combination of such methods of sale, at fixed prices
that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholder may effect such
transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling
Shareholder and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
Alternatively, the Selling Shareholder may distribute some or all
of the Shares to participants in the Plan who elect to receive
distributions in kind upon the termination of the Plan. Shares
not so sold or distributed may be transferred to a successor plan
qualified under Section 401(a) of the Code. The Selling
Shareholder and any broker-dealer who acts in connection with the
sales of Shares hereunder may be deemed to be "underwriters" as
that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and
profit on any resale of the Shares as principal might be deemed
to be underwriting discounts and commissions under the Securities
Act. The Shares were originally acquired by the Selling
Shareholder in open market transactions or in the form of
contributions from the Company or from Thermo Electron
Corporation, which owns a majority of the Company's outstanding
capital stock ("Thermo Electron"). See "Selling Shareholder."
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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None of the proceeds from the sale of the Shares by the
Selling Shareholder will be received by the Company. The Company
has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Shareholder) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholder against certain liabilities, including
liabilities under the Securities Act as underwriters or
otherwise.
________, 1996
_____________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation may not be
lawfully made.
_____________
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is listed on
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the American Stock Exchange, and the reports, proxy statements
and other information filed by the Company with the Commission
can be inspected at the offices of the American Stock Exchange,
86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Secretary, Thermo Instrument Systems Inc., 81
Wyman Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
THE COMPANY
The Company manufactures and markets instruments that employ
a variety of advanced analytical techniques to determine the
composition, structure, and physical properties of natural and
synthetic substances. The Company's instruments are used for
environmental and nuclear monitoring, process control, as well as
imaging, inspection, and measurement.
The Company has adopted Thermo Electron's spinout strategy
in an effort to more clearly focus its many analytical
technologies on their more specific niche markets. To date, the
Company has completed initial public offerings of ThermoSpectra
Corporation ("ThermoSpectra") and ThermoQuest Corporation
("ThermoQuest"), has privately offered equity in Thermo
BioAnalysis Corporation ("Thermo BioAnalysis"), and has privately
sold convertible debentures in both Thermo Optek Corporation
("Thermo Optek") and ThermoQuest. The debentures issued by
Thermo Optek are not convertible into common stock until after
that company completes an initial public offering of common
stock.
ThermoSpectra manufactures and markets precision imaging,
inspection, and measurement instruments based on high-speed data
acquisition and digital processing technologies to provide
industrial and research customers with integrated systems that
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address their specific needs. ThermoSpectra's products include
digital oscillographic recorders and data acquisition systems
that continuously measure and monitor signals from various
sensors; digital storage oscilloscopes that are capable of taking
hundreds of millions of measurements per second of transient
signals or short bursts of data; X-ray microanalyzers used as
accessories to electron microscopes to provide elemental
materials analysis as a supplement to the microscope's imaging
capabilities; non-destructive X-ray inspection systems for
process monitoring and quality control applications; and confocal
laser scanning microscopes that use laser light to generate
precise optical images primarily for life science applications.
Thermo BioAnalysis develops, manufactures, and sells
capillary electrophoresis systems, matrix-assisted laser
desorption/ionization time-of-flight ("MALDI-TOF") mass
spectrometers, and health physics instrumentation. Capillary
electrophoresis is a separation technique based on a combination
of chromatographic and electroanalytical technologies and is
particularly useful in biochemical, pharmaceutical, and
environmental research. MALDI-TOF mass spectrometers measure the
weight of the components of a sample and identify inorganic
chemical components and/or inorganic elements contained within
the sample. Thermo BioAnalysis' health physics division
manufactures and sells radiation detection and counting
instrumentation and sophisticated radiation monitoring systems to
the nuclear industry throughout the world. Through the February
1996 acquisition of DLW, Thermo BioAnalysis develops,
manufactures, and sells immunoassay products. Immunoassay is an
analytical method used for the qualitative and quantitative
analysis of biological molecules. Immunoassay products are
widely used in pharmaceutical and biopharmaceutical research, as
well as for clinical testing of patient samples.
Thermo Optek is a leader in the development, manufacture,
and marketing of products used for both elemental and molecular
analysis. These products are based on several optical
spectroscopy techniques, including atomic emission ("AE"), atomic
absorption ("AA"), and Fourier transform infrared ("FT-IR") and
FT-Raman technologies. Thermo Optek's AE and AA spectrometers
identify and measure trace quantities of metals and other
elements in a wide variety of materials, including environmental
samples (such as soil, water, and wastes), foods, drugs,
cosmetics, and alloys. Thermo Optek sells its products to a
range of customers in manufacturing industries such as producers
of aircraft, automobiles and trucks, computers, chemicals, food,
pharmaceuticals, and primary metals; in service industries such
as waste management companies and commercial testing
laboratories; and to government and university laboratories.
Thermo Optek is a leading manufacturer of sequential AE
spectrometers, in which elements are analyzed one at a time, and
simultaneous AE spectrometers, in which many elements can be
measured at the same time. The principal type of AE spectrometer
used for elemental analysis of liquids is the ICP mass
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spectrometer ("ICP"), which allows for simultaneous multi-element
testing. Thermo Optek is a market and technology leader in ICP
spectrometry and has developed the first ultratrace ICP
spectrometer, the first ICP spectrometer to incorporate a solid
state detector, and the first combined optical emission/mass
spectrometer. Thermo Optek produces AA spectrometers in single-,
double- and four-channel models. Thermo Optek is the only major
producer of multichannel AA spectrometers, which provide several
operational advantages over single-channel instruments, including
speed of analysis, increased accuracy, reduced sample
consumption, and analysis over an extended range of
concentrations.
Thermo Optek is a leading manufacturer of molecular analysis
systems that use FT-IR and FT-Raman spectroscopic techniques.
FT-IR and FT-Raman spectrometers are designed to nondestructively
determine the chemical composition and physical properties of
materials. These instruments are used in many areas of chemical
research, industrial quality control, and process monitoring, and
for solving a wide variety of materials-analysis problems.
Thermo Optek offers a variety of models ranging from newly
introduced models designed for routine applications to highly
advanced research-grade FT-IR spectrometers.
ThermoQuest is a leading manufacturer of commercial mass
spectrometers and has pioneered many of the significant
developments and applications of mass spectrometry.
ThermoQuest's mass spectrometry products identify and measure the
components of a sample for organic chemical compounds or for
inorganic compounds. These instruments are used primarily by
pharmaceutical companies for drug research, testing, and quality
control; by environmental laboratories for testing water, air,
and soil samples for compliance with environmental regulations;
by chemical companies for research and quality control; by
manufacturers for testing in certain industrial applications,
such as the manufacture of semiconductor components, and for
quality control; by food and beverage companies for quality
control and to test product contamination; and in forensic
applications. ThermoQuest provides both stand-alone mass
spectrometers and combined systems that use its own
chromatographs or those purchased from other companies. These
products span a range of sensitivity, specificity, separation
technologies, data-handling capabilities, sizes, and prices.
ThermoQuest also manufactures high performance liquid
chromatographs, gas chromatographs, and related instruments and
equipment used principally in the research and development and
production monitoring of pharmaceuticals and chemicals, and for
environmental monitoring. These instruments separate the
chemical components of substances for purposes of identification
and measurement. Gas chromatographs and liquid chromatographs
are widely used in environmental and industrial laboratories as
stand-alone instruments or in conjunction with mass
spectrometers, where the gas or liquid chromatograph separates a
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sample into individual chemical components for the mass
spectrometer to identify. Applications include the
identification of organic compounds, from pesticide residues on
vegetables to chlorinated organics in drinking water. In 1995,
ThermoQuest introduced its GCQ(TM) and LCQ(TM) benchtop gas
chromatography/mass spectrometry and liquid chromatography/mass
spectrometry products. These systems are based on the Company's
proprietary ion trap technology and are capable of multi-stage
mass spectrometry.
In other wholly owned businesses, the Company manufactures
monitoring instruments for two principal markets: the detection
and measurement of nuclear radiation, and the monitoring of air
pollutants including toxic and combustible gases.
The Company's nuclear radiation monitoring instruments
detect and measure alpha, beta, gamma, neutron, and X-ray
radiation emitted by natural sources and by radioactive materials
used in nuclear power plants and certain governmental,
industrial, and medical facilities. The Company is a leading
manufacturer of a broad range of stand-alone and portable
instruments and computer-integrated instrument systems used to
ensure the safety of personnel from exposure to nuclear
radiation. In addition, the Company is a major supplier of
instruments and systems that are manufactured to European
standards for personnel protection and environmental monitoring.
The Company also manufactures industrial gauging and process
control instruments used principally by manufacturers of flat
sheet materials, including metals, plastics, rubber, paper, and
fibers.
The Company's air-monitoring instruments measure pollutants
in ambient air and from stationary sources such as industrial
smokestacks. The principal pollutants measured are oxides of
nitrogen, sulfur dioxide, carbon monoxide, ozone, and volatile
organic compounds. These instruments are used by utility and
industrial customers to ensure compliance with environmental
regulations, by government agencies to monitor air quality, and
by research facilities. The Occupational Safety and Health
Administration's safety requirements for protecting workers from
toxic or explosive atmospheres in confined spaces are addressed
with the Company's detectors, instruments, and systems for
sensing, monitoring, and warning of such dangers. These
worker-safety products are used in a wide range of applications,
from large petrochemical plants, utilities, and industrial
manufacturing facilities to commercial buildings.
The 1995 acquisition of the Analytical Instrument Division
of Analytical Technology, Inc. added to the Company's product
offerings in several analytical areas, notably in ultraviolet
visual spectrometry and thermogravimetric analysis ("TGA").
Ultraviolet visual spectrometry instruments are based upon the
selective absorbence of ultraviolet radiation by various
substances. An important use of ultraviolet instruments is the
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identification and determination of biologically active
substances. These instruments are often used by life science
researchers, pharmaceutical companies, and environmental testing
laboratories. TGA systems are employed in the chemicals,
plastics-polymers, and pharmaceutical industries for measuring
changes in mass as a function of temperature. Specific fields
which have widely used TGA include studies involving the thermal
stability of minerals, pyrolysis of coals and petroleums, and
thermochemical reactions of ceramics and cements.
In addition, the Company manufactures equipment that
provides on-line, real-time analysis of elements in bulk raw
materials, such as coal and cement. These analyzers are used by
utilities to determine the sulfur content of coal to ensure
compliance with air quality standards and by the cement industry
to test raw materials to assure product quality and uniformity.
The Company also participates in the process monitoring,
analysis, gauging, and control instruments markets, primarily for
the oil, gas, and petrochemical industries. The Company
manufactures and markets a number of process monitoring,
analysis, and control systems including: analog and digital
recorders for continuous process industries; process and
laboratory analytical instruments and monitors to detect lethal
gases for the oil, gas, and petrochemical industries; supervisory
control and data acquisition software for process monitoring and
operator interface in a variety of industrial processes; and
turnkey, integrated systems to control networks of distant oil
and gas wells.
The Company also manufactures and markets process gauges and
noncontacting and nonintrusive process control instrumentation to
measure liquid levels, density, weight, and flows for a variety
of industries. Application examples include measuring levels in
a pharmaceutical reactor, determining the percentage by weight of
solids contained in a mining slurry, or monitoring the flow of
fluid into a wastewater treatment facility. The Company's X-ray
fluorescence instruments allow for the nondestructive analysis of
inorganic elements. Applications include alloy identification,
on-line process monitoring and quality control, characterization
of toxic metals in soil, and thickness and/or composition of
semiconductor thin films.
The Company is a majority-owned, publicly traded subsidiary
of Thermo Electron. As of December 30, 1995, Thermo Electron
owned 78,459,585 shares of the Common Stock of the Company,
representing approximately 86% of such Common Stock outstanding.
The Company's principal executive offices are located at 504
Airport Road, Post Office Box 2108, Santa Fe, New Mexico
87504-2108, and its telephone number is (505) 438-3171.
SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the number of shares of Common Stock owned by the
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Selling Shareholder, the number of Shares that may be offered by
the Selling Shareholder pursuant to this Prospectus, and the
number of Shares the Selling Shareholder will own after
completion of the offering, assuming all of the Shares being
offered hereby are sold.
Shares of
Common Shares
Stock Owned
Owned After
Prior to Shares Completion
Selling Shareholder the Being of the
-------------------
Offering Offered Offering
-------- ------- --------
Thermo Electron
Corporation Employees 96,029 96,029 0
Stock Ownership Plan
and Trust
__________________
(1) Certain officers and directors of the Company and/or of
Thermo Electron are trustees of the Selling
Shareholder.
The Shares are being registered to permit the sale of the
Shares by the Selling Shareholder to the public. All of the
Shares being offered by the Selling Shareholder were originally
acquired by the Selling Shareholder in open market transactions
or in the form of contributions from the Company or from Thermo
Electron. The Selling Shareholder is selling the Shares in
connection with the liquidation and termination of the Plan in
order to repay loans made to the Plan by Thermo Electron and to
distribute the remaining proceeds to beneficiaries of the Plan.
Thermo Electron has agreed to bear all expenses (other than
underwriting discounts, selling commissions, and fees and
expenses of counsel and other advisors to the Selling
Shareholder) in connection with the registration and sale of the
Shares being offered by the Selling Shareholder. See "Sale of
Shares." The Company has agreed to prepare and file such
amendments and supplements to the Registration Statement of which
this Prospectus forms a part as may be necessary to keep the
Registration Statement effective until all the Shares registered
thereunder have been sold pursuant thereto or until, by reason of
Rule 144(k) of the Commission under the Securities Act or any
other rule of similar effect, the Shares are no longer required
to be registered for the sale thereof by the Selling Shareholder.
SALE OF SHARES
The Company has been advised that the Selling Shareholder
may sell Shares from time to time in transactions on the American
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Stock Exchange, in negotiated transactions, through the writing
of options on the Shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
Alternatively, the Selling Shareholder may distribute some or all
of the Shares to participants in the Plan who elect to receive
distributions in kind upon the termination of the Plan. Shares
not so sold or distributed may be transferred to a successor plan
qualified under Section 401(a) of the Code.
The Selling Shareholder and any broker-dealers who act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and
any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Company has agreed
to indemnify the Selling Shareholder against certain liabilities,
including liabilities under the Securities Act as underwriters or
otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 30, 1995.
(2) 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 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
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LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon by Seth H. Hoogasian, Esq., General Counsel of the
Company. Mr. Hoogasian owns or has the right to acquire,
pursuant to the exercise of stock options, shares of the Common
Stock of the Company and of certain of the Company's
subsidiaries, the fair market value of which exceeds $50,000.
EXPERTS
The financial statements and schedule of the Company for the
year ended April 1, 1995, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K, as
amended, for the year ended April 1, 1995 have been audited by
Arthur Andersen LLP, independent public accountants, to the
extent and for the periods as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee.
Amount
------
Registration fee - Securities and Exchange
Commission ...................................$ 979
Legal fees and expenses ...................... 1,000
Accounting fees and expenses ................. 2,000
Miscellaneous ................................ 1,000
Total ...................................$ 4,979
Item 15. 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 16. Exhibits and Financial Statement Schedules.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
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Item 17. 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 high end 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
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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 Registrant 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 that is incorporated by reference in this 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 deemed to 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.
13
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 29th
day of March, 1996.
THERMO INSTRUMENT SYSTEMS INC.
By: Arvin H. Smith
-------------------------
Arvin H. Smith, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Jonathan W. Painter, and each of them, as his true
and lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title
--------- -----
Title Date
- - ----
President, Chief
Executive
Arvin H. Smith Officer and Director March 29, 1996
Arvin H. Smith
Vice President, Chief
Financial Officer and
John N. Hatsopoulos Director March 29, 1996
John N. Hatsopoulos
Chief Accounting
Paul F. Kelleher Officer March 29, 1996
Paul F. Kelleher
14
PAGE
<PAGE>
Signature Title
--------- -----
Date
---- ----
Marshall J. Armstrong Director March 29, 1996
Marshall J. Armstrong
Frank Borman Director March 29, 1996
Frank Borman
George N. Hatsopoulos Chairman of the Board March 29, 1996
George N. Hatsopoulos
Elias P. Gyftopoulos Director March 29, 1996
Elias P. Gyftopoulos
Robert C. Howard Director March 29, 1996
Robert C. Howard
Frank Jungers Director March 29, 1996
Frank Jungers
Robert A. McCabe Director March 29, 1996
Robert A. McCabe
Polyvios C. Vintiadis Director March 29, 1996
Polyvios C. Vintiadis
15
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<PAGE>
EXHIBIT INDEX
Exhibit
Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5 Opinion of Seth H. Hoogasian, Esq.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page)
EXHIBIT 5
THERMO INSTRUMENT SYSTEMS INC.
504 Airport Road
Santa Fe, New Mexico 87504-2108
March 29, 1996
Thermo Instrument Systems Inc.
504 Airport Road
Santa Fe, New Mexico 87504-2108
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement"), of
96,029 shares of the Company's Common Stock, $.10 par value per
share (the "Shares"), which may from time to time be sold by a
shareholder of the Company.
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 investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly authorized by the Company and are
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement, including any amendments thereto,
and to the use of my name under the caption "Legal Matters" in
the prospectus constituting a part thereof.
Sincerely,
Seth H. Hoogasian
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 12, 1996 (except with respect to the
matters discussed in Note 15 as to which the date is March 1,
1996) included in Thermo Instrument Systems Inc.'s Form 10-K for
the year ended December 30, 1995 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
