SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
December 10, 1998
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THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
860 West Airport Freeway
Suite 301
Hurst, Texas 76054
(Address of principal executive offices) (Zip Code)
(817) 485-6663
(Registrant's telephone number
including area code)
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This Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the year ended January 3, 1998.
These include risks and uncertainties relating to: the Registrant's acquisition
and spinout strategies, competition and technological change, intellectual
property rights and litigation, dependence on certain key industries and
international operations, possible changes in governmental regulations, capital
spending and government funding policies, and the potential impact of the year
2000 on processing date-sensitive information.
Item 5. Other Events
On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's parent corporation, issued a press release regarding an update to
the proposed corporate reorganization, announced on August 12, 1998, involving
certain of Thermo Electron's subsidiaries, including the Registrant.
The press release stated, among other things, that Thermo Sentron Inc.
("Thermo Sentron"), a majority-owned, publicly traded subsidiary of Thermedics
Inc. ("Thermedics"), will not be combined with Metrika Systems Corporation and
ONIX Systems Inc., both majority-owned, publicly traded subsidiaries of the
Registrant, to form a new sensor and process control company, as previously
announced. In addition, Thermedics will transfer its shares of its subsidiaries
Thermo Sentron, Thermedics Detection Inc. and Thermo Voltek Corp. to Thermo
Electron, but those shares will not then be transferred to the Registrant, as
had been announced on August 12. ThermoSpectra Corporation ("ThermoSpectra"), a
public subsidiary of the Registrant, would be taken private and become a wholly
owned subsidiary of the Registrant. ThermoSpectra shareholders would receive
cash in exchange for their shares of ThermoSpectra common stock.
The completion of these transactions is subject to numerous conditions,
including the establishment of a price; confirmation of anticipated tax
consequences; the negotiation and execution of a definitive merger agreement;
the approval by the board of directors (including the independent directors) of
ThermoSpectra; clearance by the Securities and Exchange Commission of any
necessary documents regarding the proposed transactions; the approval by the
directors of the Registrant; and receipt of a fairness opinion from an
investment banking firm.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 10th day of December, 1998.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
