As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-17707
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Delaware 04-2925809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1275 Hammerwood Avenue
Sunnyvale, CA 94089
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Sandra L. Lambert, Secretary
Thermo Instrument Systems Inc.
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 Edwin L. Miller, Jr., Esquire
General Counsel Testa, Hurwitz & Thibeault
Thermo Instrument Systems Inc. High Street Tower
81 Wyman Street 125 High Street
P.O. Box 9046 Boston, Massachusetts 02109
Waltham, Massachusetts 02254-9046
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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, check the following box. [ x ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
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.
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P R O S P E C T U S 2,174,948 SHARES
THERMO INSTRUMENT SYSTEMS INC.
Common Stock
PAR VALUE $.10 Per Share
____________________
This Prospectus relates to the resale of 2,174,948 shares
(the "Shares") of common stock, par value $.10 per share (the
"Common Stock"), of Thermo Instrument Systems Inc. (the
"Company") issuable upon conversion of $93,675,000 principal
amount of the Company's outstanding 4 1/2% Senior Convertible
Debentures due 2003 (the "Debentures"). The Debentures are
convertible, at the option of the holder (a "Selling
Shareholder"), at a conversion price of $43.07 per share, subject
to adjustment for certain events. The Shares may be offered 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. Such transactions may be effected by the sale
of the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the sellers 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). The sellers of the Shares and any broker-dealer
who acts in connection with the sale 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 commission 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.
None of the proceeds from the sale of the Shares 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 advisors
to the Selling Shareholders) in connection with the registration
and sale of the Shares being registered hereby. The Company has
agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
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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 ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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______________________
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 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.
____________________________
March 27, 1997
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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"). Reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 or at its regional
offices located at 500 West Madison Street, Chicago, Illinois
60661, and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address of such site is
http://www.sec.gov. The Common Stock of the Company is listed on
the American Stock Exchange (the "AMEX"), and the reports, proxy
statements and other information filed by the Company with the
Commission can be inspected at the office of the AMEX, 86 Trinity
Place, New York, New York 10006.
This Prospectus, which constitutes part of a registration
statement (herein, together with all exhibits thereto, referred
to as the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933 (the "Securities
Act"), omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement for further information with respect to
the Company and the securities offered hereby.
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.
Requests for such copies should be directed to: Sandra L.
Lambert, Secretary, Thermo Electron Corporation, 81 Wyman Street,
P.O. Box 9046, Waltham, Massachusetts 02254-9046 (telephone
number: (617-622-1000).
TABLE OF CONTENTS
Available Information ...................................... 2
The Company ................................................ 3
Selling Shareholders ....................................... 3
Incorporation of Documents by Reference .................... 4
Legal Opinion .............................................. 4
Experts .................................................... 4
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THE COMPANY
The Company is a worldwide leader in the development,
manufacture, and marketing of analytical instruments used to
identify complex chemical compounds, toxic metals, and other
elements in a broad range of liquids and solids, as well as
instruments used to monitor radioactivity and air pollution, and
to control, image, inspect, and measure various industrial
processes and life sciences phenomena. The Company has adopted a
strategy of spinning out certain of its businesses into separate
subsidiaries and having these subsidiaries sell a minority
interest to outside investors. The Company believes that this
strategy provides additional motivation and incentives for the
management of the subsidiary through the establishment of
subsidiary-level stock option incentive programs, as well as
capital to support the subsidiaries.
The Company historically has expanded both through the
acquisition of companies and product lines and through internal
development of new products and technologies. During the past
several years the Company has completed a number of significant
acquisitions that have provided additional technologies,
specialized manufacturing or product development expertise, and
broader capabilities in marketing and distribution. These
acquisitions include a substantial portion of the businesses
comprising the Scientific Instruments Division of Fisons plc in
March 1996 for approximately $189 million and the assumption of
approximately $47 million of indebtedness, the Analytical
Instruments Division of Analytical Technology Inc. in December
1995 for approximately $43 million and the DYNEX Technologies
(formerly Dynatech Laboratories Worldwide) division of Dynatech
Corporation in February 1996 for approximately $43 million.
On March 12, 1997, the Company declared unconditional in all
respects its cash tender offer for all outstanding shares of Life
Sciences International PLC (Life Sciences) for 135 British pence
per share (approximately $2.16 per share). As of that date, the
Company had received acceptances representing approximately 91%
of the Life Sciences shares outstanding, and the Company owned an
additional 3% of the outstanding Life Sciences shares. There are
approximately 175 million Life Sciences shares outstanding. The
Company has established March 26, 1997, as the date for payment
for all shares as to which acceptance has been received. In
addition, The Company expects to repay approximately $72 million
of Life Sciences' debt, net of acquired cash expected to be used.
Life Sciences, a London Stock Exchange-listed company,
manufactures laboratory science equipment, appliances,
instruments, consumables, and reagents for the research,
clinical, and industrial markets.
The Company was incorporated in Delaware in May 1986 as a
wholly owned subsidiary of Thermo Electron Corporation ("Thermo
Electron") to succeed the instruments businesses that were
previously conducted by several Thermo Electron subsidiaries. As
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of December 28, 1996, Thermo Electron owned 82% of the Company's
outstanding Common Stock. Thermo Electron intends, for the
foreseeable future, to maintain at least 80% ownership of the
Company so that it may continue to file consolidated U.S. federal
and certain state income tax returns with the Company. The
Company's principal executive offices are located at 1275
Hammerwood Avenue, Sunnyvale, California 94089, and its telephone
number is 617-622-1000.
SELLING SHAREHOLDERS
The Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and the names of the
Selling Shareholders who may sell the Shares. There is no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
principal amount of the Shares that will be held by the Selling
Shareholders after completion of this offering.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
Shareholders had any material relationship with the Company
within the three year period ending on the date of this
Prospectus.
INCORPORATION OF 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 fiscal
year ended December 28, 1996.
(2) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A, as
amended.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the termination of this offering shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such reports and documents.
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Statements in documents incorporated by reference herein
shall be deemed modified by statements herein. Statements so
modified shall constitute part of this Prospectus only as so
modified.
LEGAL OPINION
Certain legal matters relating to the Shares have been
passed upon for the Company by Seth H. Hoogasian, General Counsel
of the Company. Mr. Hoogasian owns or has the right to acquire
16,737 shares of Common Stock, 20,000 shares of common stock of
the Company's subsidiaries and 259,477 shares of the common stock
of Thermo Electron and its other subsidiaries.
EXPERTS
The financial statements and schedules of the Company for
the year ended December 28, 1996, incorporated in this
Registration Statement by reference to the Company's Annual
Report on Form 10-K for the year ended December 28, 1996 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 (other than the underwriting discount) incurred
by the Company in connection with the issuance and distribution
of the securities being registered (including the securities
which may be issued pursuant to an over-allotment option) are as
follows:
Amount*
-------
Securities and Exchange Commission Registration Fee $ 22,204
American Stock Exchange listing fee ................ 17,500
Legal fees and expenses ............................ 5,000
Accounting fees and expenses ....................... 5,000
Miscellaneous ...................................... 296
Total .........................................$ 50,000
_______________
* All amounts are estimated except the Securities and
Exchange Commission fee and
the American Stock Exchange listing fee.
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.
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;
(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 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
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 (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 therein, and the
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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 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-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 the 27th
day of March, 1997.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Arvin H. Smith
--------------------
By: *
Arvin H. Smith
Chairman of the Board and
Chief Executive Officer
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 Date
--------- ----- ----
Chairman of the Board, March 27, 1997
/s/ Arvin H. Smith * Chief
Arvin H. Smith Executive Officer and
Director
Vice President, Chief March 27, 1997
/s/ John N. Hatsopoulos Financial Officer
*
John N. Hatsopoulos and Director
(principal financial
officer)
/s/ Paul F. Kelleher * Chief Accounting March 27, 1997
Officer
Paul F. Kelleher (principal accounting
officer)
/s/ Frank Borman *
Frank Borman Director March 27, 1997
/s/ George N.
Hatsopoulos *
George N. Director March 27, 1997
Hatsopoulos
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/s/ Polyvious Vintiadis
*
Polyvious Vintiadis Director March 27, 1997
* By:/s/Jonathan W. Painter
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Jonathan W. Painter
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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Description of Exhibit
Sequential Page No.
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5 Opinion of Seth H. Hoogasian, Esq. *
23.1 Consent of Arthur Andersen LLP
* Previously filed.
AA963170049
ARTHUR ANDERSEN LLP
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 11, 1997 (except with respect to the
matters discussed in Note 15, as to which the date is March 12,
1997) included in Thermo Instrument System Inc.'s Form 10-K for
the year ended December 28, 1996 and to all references to our
firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
March 26, 1997
