As filed with the Securities and Exchange Commission on December 21, 1995.
Registration No. 033-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMO TERRATECH INC.
(Exact name of registrant as specified in its charter)
_______________
DELAWARE 04-2925807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of Principal Executive Offices) (Zip Code)
THERMO TERRATECH INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full Title of Plan)
Sandra L. Lambert, Secretary
Thermo TerraTech Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo TerraTech Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
registered registered Price Per Offering Price Fee
Share
Common Stock,
$.10 par 54,000
value per shares $12 (1) $648,000 (1) $130 (1)
share
_______________
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering
price has been based upon (1) the registration hereunder of an aggregate
of 54,000 shares and (2) the average of the high and low sales prices,
$12 and $12, respectively, of the Registrant's Common Stock on the
American Stock Exchange on December 19, 1995 as reported in The Wall
Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Directors' Deferred Compensation Plan (the
"Plan") of Thermo TerraTech Inc. (the "Registrant" or the "Company") pursuant
to Rule 428(b) (1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended April
1, 1995, as amended.
(b) The Company's Current Report on Form 8-K filed with the Commission
on May 24, 1995 with respect to events occurring on May 9, 1995.
(c) The Company's Current Report on Form 8-K filed with the Commission
on May 25, 1995 with respect to events occurring on May 10, 1995,
as amended.
(d) The Company's Quarterly Report on Form 10-Q for the three-month
period ended July 1, 1995.
(e) The Company's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1995.
(f) The Company's Current Report on Form 8-K filed with the Commission
on December 14, 1995 with respect to events occurring on December
8, 1995.
(g) The Company's Current Report on Form 8-K filed with the Commission
on December 15, 1995 with respect to events occurring on December
13, 1995.
(h) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A, filed under the
Exchange Act, as amended.
All reports or proxy statements filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
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have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective dates of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is
also General Counsel of Thermo Electron Corporation, the majority stockholder
of the Company, and owns or has the right to acquire, pursuant to the
exercise of stock options, shares of the Common Stock of the Company, of
Thermo Electron Corporation, and of certain of Thermo Electron's
subsidiaries, the fair market value of which exceeds $50,000.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the
Company's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed
to be in, or not opposed to, the best interests of the Company, and with
respect to any criminal action or proceeding, actions that the indemnitee had
no reasonable cause to believe were unlawful. The Company also has
indemnification agreements with its directors and officers that provide for
the maximum indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which insures the
directors and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in connection
with the performance of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
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controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 20th day of December, 1995.
THERMO TERRATECH INC.
By: John P. Appleton
---------------------------
John P. Appleton, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo TerraTech Inc.
hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan W. Painter,
Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title
--------- -----
Date
----
President, Chief Executive
John P. Appleton Officer and Director December 20, 1995
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John P. Appleton
Vice President, Chief
Financial Officer and
John N. Hatsopoulos Director December 20, 1995
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John N. Hatsopoulos
Paul F. Kelleher Chief Accounting Officer December 20, 1995
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Paul F. Kelleher
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Signature Title
--------- -----
Date
----
George N. Hatsopoulos Director December 20, 1995
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George N. Hatsopoulos
Donald E. Noble Director December 20, 1995
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Donald E. Noble
William A. Rainville Chairman of the Board December 20, 1995
--------------------
William A. Rainville
Director December __, 1995
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Polyvios C. Vintiadis
Paul E. Tsongas Director December 20, 1995
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Paul E. Tsongas
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EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of Seth H. Hoogasian, Esq. 8
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Trout, Ebersole & Groff 10
23.3 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24 Power of Attorney (see signature pages
to this Registration Statement).
AA953450030
7
EXHIBIT 5
THERMO TERRATECH INC.
81 Wyman Street
Waltham, MA 02254
December 13, 1995
Thermo TerraTech Inc.
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8
Dear Sirs:
I am General Counsel to Thermo TerraTech Inc., a Delaware
corporation (the "Company"), and have acted as counsel in
connection with the registration under the Securities Act of
1933, as amended, on Form S-8 (the "Registration Statement"), of
54,000 shares of the Company's Common Stock, $.10 par value per
share (the "Shares").
I or a member of my staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
staff have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of all
corporate records, documents, agreements or other instruments of
the Company and have made all investigations of law and have
discussed with the Company's representatives all questions of
fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
State of Delaware.
2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
3. The Shares, when issued and sold in accordance with the
provisions of the Company's Directors' Deferred Compensation Plan
will be validly issued, fully paid and nonassessable.
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Thermo TerraTech Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated May 9, 1995 (except with respect to the matters
discussed in Note 14 as to which the date is June 2, 1995)
included in Thermo Terra Tech Inc.'s (formerly Thermo Process
Systems Inc.) Form 10-K for the year ended April 1, 1995 and to
all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated October 26, 1994, except for Note 1, as
to which the date was May 10, 1995, pertaining to Lancaster
Laboratories, Inc. and Clewmark Holdings, included in the Thermo
Process Systems Inc. Form 8-K for the years ended September 30,
1994 and 1993, and to all references to our firm included in this
registration statement.
TROUT, EBERSOLE & GROFF, LLP
Lancaster, Pennsylvania
December 21, 1995
