<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3 -- Final Amendment
METRIKA SYSTEMS CORPORATION
(Name of Subject Company)
METRIKA ACQUISITION INC.*
(Offeror)
THERMO INSTRUMENT SYSTEMS INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
CUSIP 59159M 10 6
(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
with a copy to:
Neil H. Aronson, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
* On May 2, 2000, Metrika Acquisition Inc. merged with and into Metrika
Systems Corporation and, as a result of such merger, ceased to exist as a
separate entity.
<PAGE>
CALCULATION OF FILING FEE
Transaction Valuation(1): $18,837,684 Amount of Filing Fee(2): $3,768
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of Shares to be purchased pursuant to the Offer and (b) the price
offered per Share.
(2) The amount of the filing fee, calculated in accordance with Regulation
240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of
one percent of the Transaction Valuation.
[x] Check the box if any part of the fee is offset as provided by 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: $3,768
Form or Registration No.: Schedule TO
Filing Party: Thermo Instrument Systems Inc.
Date Filed: March 31, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
SCHEDULE 13D INFORMATION
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
IRS No. 04-2209186
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
<PAGE>
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2 (d) OR 2 (e) [ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 200
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
200
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 31,
2000, as amended by Amendment No. 1 filed with the Securities and Exchange
Commission on April 27, 2000 and Amendment No. 2 filed with the Securities
and Exchange Commission on April 28, 2000 (as amended, the "Schedule TO"),
relating to the offer by Metrika Acquisition Inc., a Delaware corporation
(the "Purchaser") and a wholly-owned subsidiary of Thermo Instrument Systems
Inc., a Delaware corporation ("Thermo Instrument"), to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"),
of Metrika Systems Corporation, a Delaware corporation (the "Company"), at a
purchase price of $9.00 per Share net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 31, 2000 (the "Offer to Purchase"), a copy of which
is attached to the Schedule TO as Exhibit 12(a)(1), and in the related Letter
of Transmittal (which, together with the Offer to Purchase, constitute the
"Offer"), a copy of which is attached to the Schedule TO as Exhibit 12(a)(2).
This Amendment No. 3 is the final amendment to the Schedule TO.
<PAGE>
ITEM 11.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
On May 3, 2000, Thermo Instrument announced that, effective May 2,
2000, the Purchaser had merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation after the Merger.
Because the Purchaser had acquired in excess of ninety percent (90%) of the
outstanding Shares, the Merger was effected under Section 253 of the Delaware
General Corporation Law with a vote of the Board of Directors of the
Purchaser but without a meeting of stockholders of the Company. At the
effective time of the Merger, the outstanding Shares of the Company were
canceled and Shares other than those owned by the Purchaser, held by
stockholders exercising dissenters' rights and held in the Company's
treasury, were, after being canceled, converted into the right to receive
$9.00 per Share in cash, without interest thereon. The full text of the press
release is attached as Exhibit 12(a)(14) hereto and incorporated herein by
reference.
Prior to the Merger, Thermo Electron Corporation, a Delaware
Corporation ("Thermo Electron") and Thermo Instrument contributed their
Shares to the Purchaser in return for shares of common stock of the
Purchaser. As a result of these contributions, immediately prior to the
Merger, Thermo Instrument and Thermo Electron owned 92% and 8%,
respectively, of the common stock of the Purchaser.
ITEM 12.
Item 12 of the Schedule TO is hereby amended by adding the following:
Exhibit 12(a)(14) Press Release issued by Thermo Instrument on
May 3, 2000
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
METRIKA ACQUISITION INC.*
THERMO INSTRUMENT SYSTEMS INC.
BY: /s/ Earl R. Lewis
--------------------------------------
Name: Earl R. Lewis
Title: President and Chief
Executive Officer
THERMO ELECTRON CORPORATION
BY: /s/ Theo Melas-Kyriazi
--------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
Date: May 3, 2000
* On May 2, 2000, Metrika Acquisition Inc. merged with and into Metrika
Systems Corporation and, as a result of such merger, ceased to exist as a
separate entity.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
12(a)(1)* Offer to Purchase dated March 31, 2000
12(a)(2)* Letter of Transmittal
12(a)(3)* Notice of Guaranteed Delivery
12(a)(4)* Letter from the Dealer Managers to Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees
12(a)(5)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
12(a)(6)* Summary Advertisement as published on March 31, 2000
12(a)(7)* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
12(a)(8) Press Release issued by Thermo Instrument on January 31,
2000 (incorporated herein by reference to
Exhibit 99 to the Current Report on Form 8-K of
Thermo Instrument filed with the Commission on February 1,
2000)
12(a)(9) Press Release issued by Thermo Electron on January
31, 2000 (incorporated herein by reference to
Exhibit 99 to the Current Report on Form 8-K of
Thermo Electron filed with the Commission on
February 1, 2000)
12(a)(10)* Press Release issued by Thermo Electron on March 6, 2000
12(a)(11)* Press Release issued by Thermo Instrument on March 31, 2000
12(a)(12)* Press Release issued by Thermo Electron on April 13, 2000
12(a)(13)* Press Release issued by Thermo Instrument on April 28, 2000
12(a)(14) Press Release issued by Thermo Instrument on May 3, 2000
12(b)* Loan Agreement dated as of March 1, 2000 between
Thermo Electron and Thermo Instrument
12(c)* Opinion of J.P. Morgan Securities Inc. and The
Beacon Group Capital Services, LLC dated January
29, 2000
12(d) Not applicable
12(e) Not applicable
12(f) Summary of Appraisal Rights (Included in Exhibit
12(a)(1) in the section captioned "The Merger;
Appraisal Rights" and Schedule III to Exhibit 12(a)(1)
("Section 262 Of The Delaware General Corporation
Law"))
12(g)* Slide Presentation of Thermo Electron to Financial
Analysts
</TABLE>
* Previously filed
<PAGE>
Exhibit 12(a)(14)
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO INSTRUMENT TAKES METRIKA SYSTEMS PRIVATE
WALTHAM, Mass., May 3, 2000 - Thermo Instrument Systems Inc. (ASE-THI), a
Thermo Electron company, announced today that it has completed a short-form
merger with its Metrika Systems Corporation subsidiary. Metrika Systems will
file promptly to terminate the registration of its common stock under the
Securities Exchange Act of 1934, eliminating its obligation to file periodic
financial and other information with the Securities and Exchange Commission.
Starting today, Metrika Systems' common stock will no longer be listed on the
American Stock Exchange.
On April 28, 2000, the company announced that Thermo Electron and Thermo
Instrument had acquired more than 90 percent of the outstanding Metrika
Systems shares through a successful tender offer for $9.00 per share in cash.
Metrika Systems shareholders who did not tender their shares will also
receive $9.00 per share in the short-form merger. Metrika Systems' transfer
agent, American Stock Transfer & Trust Company, will forward to Metrika
Systems shareholders who did not tender their shares in the tender offer
detailed instructions regarding how to surrender their stock certificates in
order to receive the $9.00 per share cash merger consideration. Metrika
Systems shareholders should not submit their stock certificates to the
transfer agent until they have received these materials. Options to purchase
Metrika Systems common stock that were outstanding at the time of the merger,
and that have not been cashed out at the election of the holders of such
options, have been assumed by Thermo Electron and converted into options to
purchase Thermo Electron common stock.
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, 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.
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