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SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THERMO INSTRUMENT SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2925809
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(State of incorporation (I.R.S. Employer
or organization) Identification Number)
860 West Airport Freeway, Suite 301, Hurst, Texas 76054
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12 (b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file numbers to which this form
relates: 333-32031; 333-32031-01.
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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4% Convertible Subordinated Debentures American Stock Exchange, Inc.
due 2005.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information concerning the 4% Convertible Subordinated Debentures due
2005 (the "Debentures") to be registered hereunder is included in the
sections captioned "Description of Debt Securities of the Company and the
Guarantees" in the prospectus dated August 1, 1997 and "Description of
Debentures and the Guarantees" in the prospectus supplement dated January
15, 1998, which prospectus and prospectus supplement were filed with the
Commission under Rule 424 as a part of the Registrant's Registration
Statement on Form S-3 [File No. 333-32031 and 333-32031-01], which
information is incorporated by reference herein.
ITEM 2. EXHIBITS.
The Debentures to be registered on this form are to be listed on the
American Stock Exchange, on which exchange the Registrant's Common Stock,
$.10 par value per share, is also registered. Accordingly, the following
exhibits are filed as part of this registration statement:
1. Subordinated Indenture, dated January 15, 1998, by and among the
Registrant, Thermo Electron Corporation, and Bankers Trust Company (filed
as Exhibit 4.1 to the Registrant's Form 8-K filed with the Commission on
January 16, 1998 and incorporated herein by reference).
2. Officers' Certificate dated January 15, 1998 (filed as Exhibit 4.2 to
the Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
3. Form of Definitive Registered Debentures (filed as Exhibit 4.3 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
4. Form of Global Registered Debenture (filed as Exhibit 4.4 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
5. Form of Definitive Bearer Debentures and Coupons (filed as Exhibit 4.5
to the Registrant's Form 8-K filed with the Commission on January 16, 1998
and incorporated herein by reference).
6. Form of Temporary Global Bearer Debenture (filed as Exhibit 4.6 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 as
incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
January 16, 1998
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Melissa F. Riordan
_____________________________________________
Melissa F. Riordan
Treasurer
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EXHIBIT INDEX
1. Subordinated Indenture, dated January 15, 1998, by and among the
Registrant, Thermo Electron Corporation, and Bankers Trust Company (filed
as Exhibit 4.1 to the Registrant's Form 8-K filed with the Commission on
January 16, 1998 and incorporated herein by reference).
2. Officers' Certificate dated January 15, 1998 (filed as Exhibit 4.2 to
the Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
3. Form of Definitive Registered Debentures (filed as Exhibit 4.3 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
4. Form of Global Registered Debenture (filed as Exhibit 4.4 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 and
incorporated herein by reference).
5. Form of Definitive Bearer Debentures and Coupons (filed as Exhibit 4.5
to the Registrant's Form 8-K filed with the Commission on January 16, 1998
and incorporated herein by reference).
6. Form of Temporary Global Bearer Debenture (filed as Exhibit 4.6 to the
Registrant's Form 8-K filed with the Commission on January 16, 1998 as
incorporated herein by reference).
