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):
January 7, 1999
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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 January 7, 1999, the Registrant issued a press release announcing that
it will commence a cash tender offer for all outstanding shares of
Spectra-Physics AB for 160 Swedish krona per share (approximately $20 per
share). Spectra-Physics AB is a public company headquartered in Stockholm,
Sweden, with its shares listed on the Stockholm Stock Exchange. Spectra-Physics
AB's board of directors has recommended that its shareholders accept the offer.
Spectra-Physics AB has approximately 17.62 million shares outstanding, giving
the offer a value of approximately $355 million. The offer will not extend to
shareholders in the United States or to any other shareholder whose
participation in the offer would require any prospectus, registration, or
measures other than those required by Swedish law.
Spectra-Physics AB manufactures a wide range of laser-based
instrumentation systems, primarily for the process-control, industrial
measurement, construction, research, commercial, and government markets.
Spectra-Physics AB employs approximately 2,800 people and has significant
manufacturing and marketing operations at various locations throughout North
America and Europe, in addition to a presence in the Pacific Rim.
Spectra-Physics AB is organized into five operating groups, as follows:
(a) Spectra-Physics Lasers, Inc. - serves the OEM and industrial markets,
as well as the research and development market, with high-power semiconductor
lasers, semiconductor laser-pumped solid-state lasers, conventional lasers, and
laser disk-texturing products. Spectra-Physics Lasers, Inc. is an 80
percent-owned public subsidiary of Spectra-Physics AB, and its shares are traded
on NASDAQ (SPLI);
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(b) Spectra Precision Group - serves the construction instruments market
with surveying instruments, laser-based positioning instruments,
heavy-construction equipment position and control systems, and related software
products;
(c) Industrial Measurement Group - provides industrial weighing and
force-measurement systems, laser-based wear control and measurement systems, and
laser systems and components for certain process-control industries;
(d) Pharos Marine/Automatic Power Group - provides the offshore oil
platform and the port and lighthouse authority markets with marine navigation
equipment and systems such as flashing and rotating beacons, radar beacons,
radar target enhancers, GPS reference stations, and remote monitoring systems;
and
(e) FLIR Systems, Inc. - serves the government, public safety, defense,
commercial, and industrial markets with thermal imaging systems used to detect
infrared heat or radiation. FLIR Systems, Inc. is a public company traded on
NASDAQ. Spectra-Physics AB holds approximately 35 percent of the outstanding
shares of FLIR Systems, Inc.
Final closure of the transaction is subject to certain conditions,
including the successful and timely completion of the public cash tender offer
yielding over 90 percent of Spectra-Physics AB shares, and antitrust regulatory
clearances in the United States and in certain European countries.
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 8th day of January, 1999.
THERMO INSTRUMENT SYSTEMS INC.
By:/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
