UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Thermo Optek Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883582 10 8
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 1, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 883582 10 8 13D Page 2 of 8 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Instrument Systems Inc.
IRS No. 04-2925809
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
45,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
45,000,000
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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CUSIP No. 883582 10 8 13D Page 3 of 8 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
93%
14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 883582 10 8 13D Page 4 of 8 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the shares (the "Shares") of common
stock, par value $0.01 per share, of Thermo Optek Corporation (the
"Issuer"). The Issuer's principal executive offices are located at 8E
Forge Parkway, Franklin, Massachusetts 02038.
Item 2. Identity and Background.
This Schedule 13D is being filed by Thermo Instrument Systems Inc.
(the "Reporting Person"). The Reporting Person has elected to report its
ownership information with respect to the Issuer, which is a majority owned
subsidiary of the Reporting Person, on Schedule 13D, instead of annually on
Schedule 13G.
The principal business address and principal office address of the
Reporting Person is 1275 Hammerwood Avenue, Sunnyvale, California 94089.
The Reporting Person is a Delaware corporation.
The Reporting Person 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.
Appendix A attached to this Schedule 13D sets forth with respect to
each executive officer and director of the Reporting Person his or her (a)
name; (b) residence or business address; (c) present principal occupation
or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted;
and (d) citizenship. To the knowledge of the Reporting Person, there is no
person who may be deemed to be a controlling person of the Reporting
Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
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CUSIP No. 883582 10 8 13D Page 5 of 8 Pages
Item 4. Purpose of Transaction
The Reporting Person may make purchases of Shares or other securities
of the Issuer in such manner and in such amounts as it determines to be
appropriate in order to maintain at least 50% ownership of the Issuer or
for other purposes. In determining whether to do so for other purposes, it
will consider various relevant factors, including its evaluation of the
Issuer's business, prospects and financial condition amounts and prices of
available securities of the Issuer, the market for the Issuer's securities,
other opportunities available to the Reporting Person and general market
and economic conditions. Purchases may be made either on the open market
or directly from the Issuer.
Except as set forth in this Item 4, neither the Reporting Person nor,
to the Reporting Person's knowledge, any of the executive officers or
directors of the Reporting Person has any current plans or proposals which
relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D, although the Reporting Person does
not rule out the possibility of effecting or seeking to effect any such
actions in the future.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 45,000,000 Shares, or
approximately 93% of the outstanding Shares. To the knowledge of the
Reporting Person, the executive officers and directors of the Reporting
Person do not beneficially own any Shares (including for such purpose any
Shares that such persons have the right to acquire within 60 days of the
date hereof through the exercise of stock options).
(b) The Reporting Person and the executive officers and directors of
the Reporting Person have the sole power to vote and dispose of the Shares
each such person owns. Thermo Electron Corporation presently owns more
than 50% of the outstanding common stock of the Reporting Person and,
therefore, may be deemed to have the power to vote and dispose of the
Shares owned by the Reporting Person. However, Thermo Electron Corporation
and the Reporting Person disclaim the existence of a group between the two
entities for purposes of this Schedule 13D.
(c) The Reporting Person has effected no transactions with respect to
the Shares during the past 60 days. To the knowledge of the Reporting
Person, no executive officer or director of the Reporting Person, has
effected any transactions in Shares of the Issuer in the past 60 days.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 883582 10 8 13D Page 6 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Date: July 9, 1996 THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Jonathan W. Painter
-------------------------------------
Jonathan W. Painter
Treasurer
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CUSIP No. 883582 10 8 13D Page 7 of 8 Pages
APPENDIX A
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The following individuals are executive officers or directors of
Thermo Instrument Systems Inc. ("TISI"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of TISI is Thermo Instrument
Systems Inc., 1275 Hammerwood Avenue, Sunnyvale, California 94089.
Marshall J. Armstrong: Director, TISI
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Mr. Armstrong is Chief Executive Officer of Thermo Power Corporation
and Vice President of Thermo Electron Corporation. His business address is
81 Wyman Street, Waltham, Massachusetts 02254.
Frank Borman: Director, TISI
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Mr. Borman is President and Chief Executive Officer of Patlex
Corporation, a patent licensing corporation. His business address is 250
Cotorro Court, Suite 4, Las Cruces, New Mexico 88005.
Elias P. Gyftopoulos: Director, TISI
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Dr. Gyftopoulos is the Ford Professor of Engineering at the
Massachusetts Institute of Technology. His business address is
Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts
Avenue, Cambridge, Massachusetts 02139.
Robert C. Howard: Director, TISI
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Mr. Howard is Executive Vice President of Thermo Electron Corporation.
His business address is 81 Wyman Street, Waltham, Massachusetts 02254.
Frank Jungers: Director, TISI
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Mr. Jungers is a consultant on business and energy matters. His
business address is 5584 S.E. Hillwood Circle, Milwaukie, Oregon 97267.
Robert A. McCabe: Director, TISI
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Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His business
address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New
York, New York 10022.
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CUSIP No. 883582 10 8 13D Page 8 of 8 Pages
Polyvios C. Vintiadis: Director, TISI
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Mr. Vintiadis is the Chairman and Chief Executive Officer of Towermarc
Corporation, a real estate development company. His business address is
Towermarc, 2 Pickwick Plaza, 4th Floor, Greenwich, CT 06830.
George N. Hatsopoulos: Director and Chairman of the
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Board, TISI
John N. Hatsopoulos: Director, Vice President
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and Chief Financial Officer, TISI
Arvin H. Smith: Director, President and Chief
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Executive Officer, TISI
Earl R. Lewis: Executive Vice President and
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Chief Operating Officer, TISI
Denis A. Helm: Senior Vice President, TISI
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Richard W.K. Chapman: Vice President, TISI
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Barry S. Howe: Vice President, TISI
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