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):
May 2, 2000
THERMO INSTRUMENT SYSTEMS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9786 04-2925809
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(781) 622-1000
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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 Thermo
Instrument Systems Inc.'s annual report on Form 10-K for the year ended January
1, 2000. These include risks and uncertainties relating to: the Registrant's
growth, acquisition strategy, product development and technological change,
competition, protection of intellectual property rights, international
operations, possible changes in governmental regulations, capital spending and
government funding policies, and the Registrant's cash management arrangement
with Thermo Electron Corporation.
Item 5. Other Events
On May 2, 2000, the Registrant issued a press release, attached hereto as
Exhibit 99, regarding its financial results for the quarter ended April 1, 2000.
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:
99 - Press Release dated May 2, 2000
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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 2nd day of May, 2000.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
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Exhibit 99
Thermo Instrument Systems Reports First Quarter Results
WALTHAM, Mass., May 2, 2000 - Thermo Instrument Systems Inc. (ASE-THI), a Thermo
Electron company, today reported that revenues for the quarter ended April 1,
2000, were $521.1 million, compared with $463.6 million in 1999. Diluted
earnings per share were unchanged at $.15. Excluding restructuring and unusual
charges, diluted earnings per share were $.16 in 2000 versus $.17 in the
year-ago quarter. The late February 1999 acquisition of Spectra-Physics AB also
affected diluted EPS. Excluding the results of Spectra-Physics, diluted earnings
per share would have been $.17 in the first quarter of 2000, compared with $.15
a year ago.
"I am extremely pleased with the progress we have made since Thermo
Electron announced in January its plan to focus on measurement and detection
instrumentation," said Earl R. Lewis, president and chief executive officer of
Thermo Instrument Systems. "Managing our businesses under a new structure has
enabled us to align companies to better serve customers, join R&D efforts, and
streamline sales, distribution, and marketing. In the future, we will be able to
allocate our resources more effectively to take advantage of high-growth market
conditions.
"In addition, I am pleased to report internal revenue growth of 5 percent
excluding acquisitions, dispositions, and the effects of currency translation
after several quarters of principally acquired growth," said Mr. Lewis. "We also
recorded significant orders growth in the first quarter - up 15 percent overall
and 7 percent without acquisitions, dispositions, and the effects of currency
translation. Without these same factors, our Optical Technologies sector saw
orders growth of 16 percent thanks to demand for core analytical and
telecommunications products. Within our Measurement and Control sector, two
businesses that had been affected by slowed capital spending - particularly in
the raw and finished materials and oil and gas industries - recorded orders
growth of 14 percent and 13 percent on a same-store basis.
"I'd like to mention a few first quarter highlights from each of our three
sectors," Mr. Lewis continued. "Our Life Sciences sector has been focused on
establishing partnerships to increase the marketability of our products and
leverage more value from our research and intellectual property. For example, we
granted Abbott Laboratories a non-exclusive license to develop test kits for the
detection of Chlamydia pneumoniae, a bacterium being studied in association with
heart disease, under certain European patents we hold. We have also partnered
with Beckman Coulter, Inc. to introduce the first fully integrated capillary
electrophoresis-mass spectrometry system. We combined Beckman Coulter's
market-leading CE system, used to separate a sample, with our LCQ(TM) Duo, the
leading benchtop ion trap mass spectrometer, which identifies and quantifies
specific molecules within the sample. Linked by our Xcalibur(TM) software, this
product integrates leading analytical technologies for faster, easier-to-perform
drug discovery experiments. This product received the Silver Award in
recognition of Best New Products among 1,280 exhibitors at the analytical
instrument industry's premier trade show, the Pittsburgh Conference, in March.
Finally, seven Thermo Instrument products, from among thousands of products
introduced at Pittcon, were profiled in Instrument Business Outlook, an industry
journal, for their technology, innovation, and attractiveness to the end-user.
"Our Optical Technologies sector has again demonstrated the strength of
its market-leading molecular beam epitaxy (MBE) systems with multiple orders
from RF Micro Devices and Alcatel for our V100 MBE systems. RFMD, which has
several of our MBE systems, will use additional units in a second epiwafer
fabrication plant being built to keep up with the continuing strong demand from
telecommunications handset providers. The integrated circuits produced in our
MBE systems become the heart of the cell phone. The Alcatel order represents a
milestone for us, as they will be using the V100 to make laser diodes for
fiber-optic telecommunications applications. This is a confirmation of our
efforts to expand the uses of MBE technologies into areas that currently use
metalorganic chemical vapor deposition technologies (MOCVD).
"Finally, in our Measurement and Control sector, we are happy to reiterate
internal order growth of 14 percent and 13 percent for our process optimization
and process control businesses. Growth in overall orders for this sector was 23
percent and 7 percent on a same-store basis. Measurement and Control is working
to integrate its products and technologies, when it makes sense, to better serve
customers across the broad markets it addresses."
Thermo Instrument Systems Inc. is a global technology company serving multiple
markets, including the life sciences, telecommunications, food and beverage,
chemical, and oil and gas industries, with instrumentation,
information-management software, and worldwide service for a range of
applications. Our products help scientists make the discoveries that will fight
disease and prolong life. They increase the speed and quality of communications.
And they provide knowledge about the quality of materials used in manufacturing,
improve the manufacturing process, and protect the environment. More information
is available on the Internet at http://www.thermo.com/subsid/thi1.html.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release 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 company's annual report on Form 10-K for the
year ended January 1, 2000. These include risks and uncertainties relating to:
acquisition and growth strategies, reorganization strategy, competition and
technological change, intellectual property rights and litigation, dependence on
certain key industries and international operations, possible changes in
governmental regulations, changes in both capital spending by commercial
customers and government spending policies, and the company's cash management
arrangement with Thermo Electron.
-more-
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Consolidated Statement of Income (unaudited) Three Months Ended
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(In thousands except per share amounts) April 1, 2000 April 3, 1999
Revenues $ 521,086 $ 463,579
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Costs and Operating Expenses:
Cost of revenues 276,202 252,123
Selling, general, and administrative expenses 150,737 130,444
Research and development expenses 44,842 34,193
Restructuring costs and other unusual income, net (12,477) 1,243
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459,304 418,003
Operating Income 61,782 45,576
Interest Income 5,906 6,326
Interest Expense (12,583) (12,185)
Equity in Losses of Unconsolidated Subsidiaries (13,402) -
Other Income (Expense), Net 1,567 (570)
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Income Before Provision for Income Taxes and
Minority Interest 43,270 39,147
Provision for Income Taxes 19,482 16,008
Minority Interest Expense 4,456 4,254
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Net Income $ 19,332 $ 18,885
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Earnings per Share:
Basic $ .16 $ .16
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Diluted $ .15 $ .15
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Weighted Average Shares:
Basic 124,462 119,302
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Diluted 130,225 131,088
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