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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 3 TO TRANSACTION STATEMENT
(FINAL AMENDMENT)
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
THERMO OPTEK CORPORATION
(NAME OF ISSUER)
THERMO INSTRUMENT SYSTEMS INC.
THERMO ELECTRON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
883582 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
SANDRA L. LAMBERT, SECRETARY
THERMO INSTRUMENT SYSTEMS INC.
THERMO ELECTRON CORPORATION
81 WYMAN STREET
P.O. BOX 9046
WALTHAM, MASSACHUSETTS 02454-9046
(781) 622-1000
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
WITH COPIES TO:
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SETH H. HOOGASIAN, GENERAL COUNSEL DAVID E. REDLICK, ESQ.
THERMO ELECTRON CORPORATION HALE AND DORR LLP
81 WYMAN STREET 60 STATE STREET
P.O. BOX 9046 BOSTON, MASSACHUSETTS 02109
WALTHAM, MASSACHUSETTS 02454-9046 (617) 526-6000
(781) 622-1000
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if this is a final amendment reporting the results of
the transaction. [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$88,708,485 $17,742
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* Calculated, for the purposes of determining the filing fee only, in
accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934,
as amended. Assumes the purchase of up to 5,913,899 shares of Common Stock,
par value $.01 per share, of Thermo Optek Corporation at $15.00 per share.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $17,742
Form or registration no.: Schedule 13E-3 (File No. 5-46331)
Filing party: Optek Acquisition Inc., Thermo Instrument Systems Inc., Thermo
Electron Corporation
Date filed: March 6, 2000
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ITEM 15. ADDITIONAL INFORMATION.
On May 11, 2000, Optek Acquisition, the owner of more than 90% of the
outstanding common stock of Thermo Optek, filed a Certificate of Ownership and
Merger with the Secretary of State of Delaware, pursuant to which Optek
Acquisition was merged with and into Thermo Optek, with Thermo Optek the
surviving corporation (the "Consummated Merger"). The Consummated Merger became
effective as of the time of filing, at which time:
- Each outstanding share of common stock of Optek Acquisition was
converted into and became one validly issued, fully paid and
non-assessable share of common stock of Thermo Optek; and
- Each previously outstanding share of common stock of Thermo Optek was
cancelled and each such share not owned by the Optek Acquisition or held
in Thermo Optek's treasury was, after such cancellation, converted into
the right to receive $15.00 in cash, without interest, upon surrender,
subject to appraisal rights.
As a result of the Consummated Merger, the common stock of Thermo Optek
became eligible for termination of registration pursuant to Section 12(d) of the
Exchange Act. Thermo Optek filed a Certification and Notice of Termination on
Form 15 with the SEC on May 12, 2000.
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this Amendment No. 3 to
Schedule 13E-3/A is true, complete and correct.
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THERMO INSTRUMENT SYSTEMS INC.
Dated: May 12, 2000 By: /s/ Earl R. Lewis
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Name: Earl R. Lewis
Title: President and Chief Executive Officer
THERMO ELECTRON CORPORATION
Dated: May 12, 2000 By: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and Chief Financial Officer
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