As filed with the Securities and Exchange Commission on December 22, 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) dentification Number)
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of Principal Executive Offices) (Zip Code)
ELSON T. KILLAM ASSOCIATES INC. INCENTIVE STOCK OPTION 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)
---------------
PAGE
<PAGE>
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 847,678
value per shares $12 (1) $10,172,136 (1) $2,035 (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 847,678 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.
PAGE
<PAGE>
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 Incentive Stock Option Plan (the
"Plan") of Elson T. Killam Associates Inc., a wholly owned subsidiary
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.
1
PAGE
<PAGE>
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 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:
2
PAGE
<PAGE>
(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;
(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.
3
PAGE
<PAGE>
(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 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.
4
PAGE
<PAGE>
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
John P. Appleton
Vice President, Chief
Financial Officer and
John N. Hatsopoulos Director December 20, 1995
John N. Hatsopoulos
Paul F. Kelleher Chief Accounting Officer December 20, 1995
5
PAGE
<PAGE>
Signature Title Date
George N. Hatsopoulos Director December 20, 1995
George N. Hatsopoulos
Donald E. Noble Director December 20, 1995
Donald E. Noble
William A. Rainville Chairman of the Board December 20, 1995
William A. Rainville
Director December __, 1995
Polyvios C. Vintiadis
Paul E. Tsongas Director December 20, 1995
Paul E. Tsongas
6
PAGE
<PAGE>
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).
24 Power of Attorney (see signature pages
to this Registration Statement).
AA953560016
7
EXHIBIT 5
THERMO TERRATECH INC.
81 Wyman Street
Waltham, MA 02254
December 20, 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
847,678 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 Elson T. Killam Associates Inc. Incentive Stock
Option Plan will be validly issued, fully paid and nonassessable.
PAGE
<PAGE>
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
