As filed with the Securities and Exchange
Commission on April 4, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-2
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO TERRATECH INC.
(Exact name of registrant as specified in its charter)
------------------
Delaware
(State or other jurisdiction of incorporation or organization)
04-2925807
(I.R.S. Employer Identification No.)
__________________
81 Wyman Street
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo TerraTech Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire
General Counsel
Thermo TerraTech Inc.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
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Approximate date of commencement of proposed sale to the
public: The Common Stock Purchase Warrants may be sold as soon
as practicable after the Registration Statement has become
effective. The Common Stock underlying such Warrants may be sold
as soon as practicable after the Registration Statement has
become effective and after the exercise of such Warrants.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box.
[ x ]
If the registrant elects to deliver its latest annual report
to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box.
[ ]
______________________
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Maximum Maximum
securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Price Registration
registered registered Unit (1) (1) Fee
Common Stock 512,500 --- --- None (2)
Purchase warrants
Warrants
Common Stock, 512,500 $10.00 $5,125,000.00
$.10 par shares $1,768.00
value per
share
Common Stock 188,000 --- --- None (2)
Purchase warrants
Warrants
Common Stock, 188,000 $11.34 $2,131,920.00 $736.00
$.10 par shares
value per
share
Total $2,504.00
_____________________
(1) Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(g) under
the Secuities Act of 1933. The calculation of the proposed
maximum aggregate offering price has been based upon the
price at which the Common Stock Purchase Warrants may be
exercised.
(2) Pursuant to Rule 457(g).
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______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<
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Thermo TerraTech Inc.
Common Stock Purchase Warrants
and Common Stock
Cross Reference Sheet
Between Items of Form S-2 and Prospectus
Item Location in Prospectus
---- ----------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus........ Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus....... Inside Front and Outside
Back Cover Pages
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges......................... The Company
4. Use of Proceeds................. Use of Proceeds
5. Determination of Offering Price. Description of Warrants
6. Dilution........................ Not Applicable
7. Selling Security Holders........ Selling Securityholders;
Sale of Securities
8. Plan of Distribution............ Cover Page; Selling
Securityholders; Sale of
Securities
9. Description of Securities to
be Registered................... Cover Page; Description
of Warrants; Description
of Common Stock
10. Interests of Named Experts
and Counsel..................... Experts; Legal Matters
11. Information with Respect to
the Registrant.................. Cover Page; The Company;
Recent Developments;
Description of Warrants;
Description of Common
Stock
12. Incorporation of Certain
Information by Reference........ Incorporation of Certain
Information by Reference
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13. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities..................... Not Applicable
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PROSPECTUS
THERMO TERRATECH INC.
Warrants to Purchase 700,500 Shares of
Common Stock and
700,500 Shares of Common Stock
Issuable Upon Exercise of Such Warrants
This Prospectus relates to (i) the reoffer and resale of
Common Stock Purchase Warrants (the "Warrants") to purchase
700,500 shares of Common Stock, par value $.10 per share (the
"Common Stock"), of Thermo TerraTech Inc. (the "Company"), and
(ii) the issuance of 700,500 shares of Common Stock (the
"Shares") that may be acquired upon exercise of the Warrants.
The Warrants and/or the Shares are sometimes referred to in this
Prospectus interchangeably as the "Securities." The Warrants may
be offered by certain securityholders of the Company (the
"Selling Securityholders") from time to time in negotiated
transactions, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the
Warrants to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or
commissions from the Selling Securityholders and/or the
purchasers of the Warrants for whom such broker-dealers may act
as agent or to whom they sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Securityholders and any
broker-dealer who acts in connection with sales of the Warrants
hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and
profit on any resale of the Warrants as principal might be deemed
to be underwriting discounts and commissions under the Securities
Act. See "Selling Securityholders."
_____________
None of the proceeds from the sale of the Warrants by the
Selling Securityholders will be received by the Company. The
Company has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Securityholders) in
connection with the registration and sale of the Securities being
registered hereby. The Company has agreed to indemnify the
Selling Securityholders against certain liabilities, including
liabilities under the Securities Act as underwriter or otherwise.
_____________
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------
The Company is a majority-owned subsidiary of Thermo
Electron Corporation ("Thermo Electron"). The Common Stock is
traded on the American Stock Exchange under the symbol "TTT."
There is no public market for the Warrants.
___________, 1996
No dealer, salesman or any other person has been authorized
to give any information or to make any representations not
contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer of any securities other than those to which
it relates or an offer to sell, or a solicitation of an offer to
buy, to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Such reports, proxy
statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, New York,
New York 10006 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is listed on the American
Stock Exchange, and the reports, proxy statements and other
information filed by the Company with the Commission can be
inspected at the office of the American Stock Exchange, 86
Trinity Place, New York, New York 10006.
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The Company has filed with the Commission a Registration
Statement of Form S-2 under the Securities Act of 1933, as
amended, with respect to the Securities offered by this
Prospectus. This Prospectus omits certain information contained
in the Registration Statement. Reference is hereby made to the
Registration Statement and the exhibits filed as a part thereof
for further information with respect to the Company and to the
Securities offered hereby, and any statement herein concerning
any exhibit is qualified in all respects by the provisions of
such exhibit.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with
the Commission are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended April 1, 1995, as amended.
(2) 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.
(3) 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.
(4) The Company's Quarterly Report on Form 10-Q for the
three-month period ended July 1, 1995.
(5) The Company's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1995.
(6) 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, as amended.
(7) 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.
(8) The Company's Quarterly Report on Form 10-Q for the
three-month period ended December 30, 1995.
(9) 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.
Copies of any such documents, other than exhibits to such
documents (unless such exhibits specifically are incorporated by
reference in such documents), are available without charge, upon
written or oral request, from Thermo TerraTech Inc., c/o Thermo
Electron Corporation, 81 Wyman Street, P. O. Box 9046, Waltham,
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Massachusetts 02254-9046, Attention: Sandra L. Lambert, Esq.,
Secretary; telephone: (617) 622-1000.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
part of this Prospectus.
THE COMPANY
The Company is a provider of environmental services and
infrastructure planning and design, encompassing a range of
specializations within the consulting and design, remediation and
recycling, laboratory testing, and metal-treating industries.
Consulting and Design - The Company's Bettigole Andrews &
Clark Inc. and Normandeau Associates Inc. subsidiaries provide
both private and public sector clients with a range of consulting
services that address transportation planning and design, and
natural resource management issues, respectively. In February
1995, the Company acquired Elson T. Killam Associates Inc., which
provides environmental consulting and engineering services and
specializes in wastewater treatment and water resources
management.
Remediation and Recycling - The Company's majority-owned
Thermo Remediation Inc. ("Thermo Remediation") subsidiary
operates a network of soil-remediation centers, serving customers
in more than a dozen states by providing thermal treatment of
soil to remove and destroy petroleum contamination caused by
leaking underground and aboveground storage tanks, spills, and
other sources. Thermo Remediation's Thermo Fluids Inc.
subsidiary, located in Arizona, offers fluids-recycling services
including waste motor oil and wastewater treatment throughout
Arizona and in neighboring states. In addition, Thermo
Remediation's Remediation Technologies, Inc. subsidiary, acquired
in December 1995, is an integrated environmental services firm,
with 15 offices nationwide, that focuses primarily on the
remediation of former and active industrial sites contaminated
with organic wastes and residues.
Through its Thermo Nutech division ("Thermo Nutech"),
Thermo Remediation provides services to remove radioactive
contaminants from sand, gravel, and soil, as well as health
physics, radiochemistry laboratory, and radiation dosimetry
services. Thermo Nutech was formerly part of a joint venture
between the Company and Thermo Instrument Systems Inc.
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The Company's majority-owned Thermo EuroTech N.V.
subsidiary, formerly known as J. Amerika N.V. ("Thermo
EuroTech"), located in the Netherlands, provides wastewater
treatment services as well as services to test, remove and
install underground storage tanks. In March 1995, Thermo
EuroTech acquired Refining and Trading Holland B.V., which
specializes in converting "off-spec" and contaminated petroleum
fluids into usable oil products.
Laboratory Testing - The Company's Thermo Analytical Inc.
subsidiary operates a network of analytical laboratories that
provide environmental testing services to commercial and
government clients throughout the U.S. The May 1995 acquisition
of Lancaster Laboratories expands the Company's range of contract
services beyond environmental testing to the pharmaceutical- and
food-testing industries.
Metal Treating - The Company performs metallurgical
processing services, using thermal-treatment equipment at
locations in California and Minnesota. The Company also designs,
manufactures, and installs advanced custom-engineered,
thermal-processing systems through its equipment division located
in MichigaN.
The Company is a majority-owned, publicly traded subsidiary
of Thermo Electron. As of December 30, 1995, Thermo Electron
owned 14,119,858 shares of the Common Stock of the Company,
representing approximately 81% of such Common Stock outstanding.
The Company's principal executive offices are located at 81 Wyman
Street, Waltham, Massachusetts 02254, and its telephone number
is (617) 622-1000.
This Prospectus is accompanied by (i) a copy of the
Company's Annual Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended April 1, 1995 and (ii) a copy of the
Company's Quarterly Report on Form 10-Q for the most recent
quarter ended after April 1, 1995.
RECENT DEVELOPMENTS
On May 4, 1995, the Company's Thermo Remediation subsidiary
issued $37,950,000 aggregate principal amount of its 4 7/8%
Convertible Subordinated Debentures due 2000. The debentures are
convertible at the option of the holders thereof into shares of
Thermo Remediation's common stock at an initial conversion price
(subject to future adjustments) of $17.92 per share.
On December 8, 1995, Thermo Remediation acquired all of the
issued and outstanding capital stock of Remediation Technologies,
Inc. ("RETEC") for a combination of cash and securities having an
aggregate value of approximately $29.7 million. The purchase
price consisted of approximately $18.5 million in cash and units
consisting of (i) 227,250 shares of Thermo Remediation's common
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stock and (ii) warrants to purchase 75,750 additional shares of
Thermo Remediation's common stock at an exercise price of $14.85
per share, such units having an aggregate value of approximately
$3.7 million. In addition, Thermo Remediation assumed
outstanding RETEC stock options and converted such options into
options to purchase up to 897,000 shares of Thermo Remediation
common stock. The shares of such common stock issuable upon
exercise of such options are subject to certain restrictions on
resale, which restrictions lapse ratably over a period of five
years. As converted, such options have a weighted average
exercise price of $4.24 per share and were valued in the
aggregate at approximately $7.5 million. RETEC recorded revenues
of approximately $39 million in the fiscal year ended December
31, 1994.
USE OF PROCEEDS
None of the proceeds from the sale of the Warrants by the
Selling Securityholders will be received by the Company. The
proceeds from the exercise of the Warrants, if any, will be used
by the Company for general corporate purposes.
SELLING SECURITYHOLDERS
The following table shows the names of the Selling
Securityholders, the number of Warrants each beneficially owned
as of the date of this Prospectus, the number of Warrants that
may be offered by each of them pursuant to this Prospectus and
the number of Warrants each will own after completion of the
offering (assuming all of the Warrants being offered hereby are
sold).
Warrants
Owned
Warrants After
Owned Completi
Prior to Warrants on of
Selling Securityholder the Being the
---------------------- Offering Offered Offering
-------- ------- --------
Irving B. Harris Revocable Trust 205,500 205,500 0
dated 7/31/87 (1)
Roxanne H. Frank Trust dated 3/16/84 64,750 64,750 0
Couderay Partners 59,250 59,250 0
Virginia H. Polsky Trust dated 55,250 55,250 0
8/5/84
Jerome Kahn, Jr. Revocable Trust, 21,250 21,250 0
dated 10/16/87, Jerome Kahn, Jr.,
Trustee (2)
Fred Holubow (3) 16,500 16,500 0
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Marc A. Neuerman (2) 7,000 7,000 0
Yves Micheli 6,250 6,250 0
Bear East Partners 28,060 28,060 0
Terence M. Hogan 2,190 2,190 0
William W. Harris Children Charity 6,000 6,000 0
Trust dated 11/29/83
William W. Harris Trust dated 34,000 34,000 0
6/22/84
Harris Foundation 48,000 48,000 0
Irving B. Harris Foundation 4,000 4,000 0
John N. Hatsopoulos (4) 12,500 12,500 0
Darier, Hentsch & Cie. 12,500 12,500 0
Joseph Giamanco (5) 12,500 12,500 0
Peter G. Pantazelos (6) 15,000 15,000 0
The George & Dora Razis 1981 Trust 10,000 10,000 0
(7)
IBH Grandchildren Charity Trust 12,000 12,000 0
dated 11/29/83
Donna E. Barrows 14,000 14,000 0
June H. Barrows 20,000 20,000 0
William Harris Settlor Trust, F/B/O 4,000 4,000 0
Patricia J. Rosbrow
Robert L. Barrows 12,000 12,000 0
James J. Pelts 4,000 4,000 0
Mary Ann Wark 10,000 10,000 0
Joan W. Harris 4,000 4,000 0
TOTALS 700,500 700,500 0
----------------------------------
(1) Mr. Irving B. Harris, trustee of the Irving B. Harris
Revocable Trust, is also Chairman of the Harris Foundation;
Chairman of the Irving B. Harris Foundation; a trustee of
the William Harris Settlor Trust, F/B/O Patricia J. Rosbrow;
and the husband of Joan W. Harris, the trustee of the Joan
W. Harris Trust. Accordingly, Mr. Harris may be deemed to
own the 48,000, 4,000, 4,000 and 4,000 Warrants,
respectively, owned by such entities.
(2) Mr. Jerome Kahn, Jr., trustee of the Jerome Kahn, Jr.
Revocable Trust, and Mr. Marc A. Neuerman are also trustees
of the Roxanne H. Frank Trust dated 3/16/84; managing agents
of Couderay Partners; trustees of the Virginia H. Polsky
Trust dated 8/5/84; trustees of the William W. Harris
Children Charity Trust dated 11/29/83; trustees of the
William W. Harris Trust dated 6/22/84; and trustees of the
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IBH Grandchildren Charity Trust dated 11/29/83.
Accordingly, Mr. Kahn and Mr. Neuerman may each be deemed to
own the 64,750, 59,250, 55,250, 6,000, 34,000 and 12,000
Warrants, respectively, owned by such entities.
(3) Mr. Holubow is a Director of the Company's Thermo
Remediation subsidiary.
(4) Mr. Hatsopoulos is a Vice President, the Chief Financial
Officer and a Director of the Company, is an Executive Vice
President and the Chief Financial Officer of Thermo Electron
and is a Vice President and the Chief Financial Officer of
the Company's Thermo Remediation subsidiary.
(5) Mr. Giamanco is the owner and president of GMH, Inc., which
serves as a specialist in the Company's Common Stock on the
American Stock Exchange.
(6) Mr. Pantazelos is an Executive Vice President of Thermo
Electron.
(7) Mr. Paris Nicolaides, a consultant to Thermo Electron,
is trustee of The George & Dora Razis 1981 Trust.
Accordingly, Mr. Nicolaides may be deemed to own the
10,000 Warrants owned by such trust.
The Warrants are being registered to permit public secondary
trading of the Warrants from time to time by the Selling
Securityholders. All of the Warrants were acquired by the
Selling Securityholders or their affiliates from the Company in
private placement transactions pursuant to Securities Purchase
Agreements with the Company dated as of December 20, 1991, March
20, 1992, June 15, 1992, September 1, 1992, December 16, 1992,
and March 18, 1993 (the "Purchase Agreements"). The Shares are
issuable upon exercise of certain of the Warrants at an exercise
price of $10.00 per Share and upon the exercise of certain other
Warrants at an exercise price of $11.34 per Share.
In the Purchase Agreements, the Company agreed, among other
things, to bear all expenses (other than underwriting discounts,
selling commissions, and fees and expenses of counsel and other
advisors to the Selling Securityholders) in connection with the
registration and sale of the Warrants being offered by the
Selling Securityholders. See "Sale of Securities." The Company
has agreed to prepare and file such amendments and supplements to
the Registration Statement of which this Prospectus forms a part
as may be necessary to keep the Registration Statement effective
until all the Warrants offered hereby have been sold pursuant
thereto or until such Warrants are no longer, by reason of Rule
144(k) under the Securities Act or any other rule of similar
effect, required to be registered for the public sale thereof by
the Selling Securityholders.
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SALE OF SECURITIES
The Company has been advised that the Selling
Securityholders may sell Warrants from time to time in negotiated
transactions, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the
Warrants to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or
commissions from the Selling Securityholders and/or the
purchasers of the Warrants for whom such broker-dealers may act
as agent or to whom they sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of
customary commissions).
The Selling Securityholders and any broker-dealers who act
in connection with the sale of Securities hereunder may be deemed
to be "underwriters" as that term is defined in the Securities
Act, and any commissions received by them and profit on any
resale of the Securities as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Securityholders
against certain liabilities, including liabilities under the
Securities Act as underwriter or otherwise.
DESCRIPTION OF WARRANTS
The following is a brief description of the principal terms
applicable to the Warrants.
The Warrants represent the right, exercisable during a
prescribed period of time, to purchase shares of the Common Stock
of the Company at prescribed prices. The Warrants were acquired
by the Selling Securityholders or their affiliates from the
Company in private placement transactions pursuant to Purchase
Agreements dated as of December 20, 1991, March 20, 1992, June
15, 1992, September 1, 1992, December 16, 1992, and March 18,
1993.
Exercise Period and Procedure. The registered holder of a
Warrant may exercise the Warrant, in whole or in part (but not as
to fractional Shares) at any time and from time to time after the
date of this Prospectus and prior to the fifth anniversary of
such date (the "Exercise Period"). Certificates for Shares
purchased upon exercise of a Warrant will be delivered by the
Company to the purchaser within ten days after the Company has
received a completed and executed exercise agreement, in the form
attached to the Warrant, and a check representing the exercise
price of the Shares for which the Warrant is exercised (the
"Exercise Date"). Shares issuable upon the exercise of a Warrant
will be deemed to have been issued to the purchaser on the
Exercise Date, and the purchaser will be deemed for all purposes
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to have been the record holder of such Shares on the Exercise
Date. Unless an exercised Warrant has expired or all of the
purchase rights represented thereby have been exercised, the
Company will prepare a new Warrant, substantially identical
thereto, representing the rights formerly represented by such
Warrant which have not expired or been exercised. The Warrants
may not be exercised as to fractional Shares. If a fractional
Share would otherwise be issuable upon exercise of a Warrant, the
Company will, within ten days after the Exercise Date, deliver to
the purchaser a check payable to the purchaser in lieu of such
fractional share, in an amount equal to the market price of such
fractional Share as of the close of business on the Exercise
Date.
The issuance of certificates for Shares upon exercise of a
Warrant will be made without charge to the registered holder for
any issuance tax in respect thereof or any other cost incurred by
the Company in connection with such exercise and the related
issuance of such Shares. The Company will not, however, be
required to pay any tax which may be payable in respect of any
transfer, in whole or in part, of any Warrant (including the
issuance of new Warrants in connection therewith) or the delivery
of stock certificates in a name other than that of the registered
holder of a Warrant presented for exercise, and any such tax must
be paid by such registered holder at the time of presentation.
The Company will not close its books for the transfer of the
Warrants or of any Shares issued or issuable upon the exercise on
the Warrants in any manner which interferes with the timely
exercise of the Warrants.
Exercise Price. The Warrants issued pursuant to the
Purchase Agreements dated as of December 20, 1991, March 20,
1992, June 15, 1992 and September 1, 1992 may be exercised at an
exercise price of $10.00 per Share, and the Warrants issued
pursuant to the Purchase Agreements dated as of December 16, 1992
and March 18, 1993 may be exercised at an exercise price of
$11.34 per Share (as the case may be, the "Exercise Price"). The
Exercise Price of each Warrant was determined after taking into
account several factors, including (a) the fair market values of
the Common Stock underlying the Warrants on their respective
dates of issuance, (b) the appropriate premiums over such fair
market values compared to premiums applicable to listed or quoted
options on similar securities, (c) the degree of volatility in
such fair market values prior to such issuance and (d) the length
of the Exercise Period.
Adjustments. In order to prevent dilution of the rights
granted under the Warrants, both the Exercise Price and the
number of Shares that may be issued upon exercise of the Warrants
will be subject to adjustment from time to time if, during the
Exercise Period, the Company (a) issues any shares of Common
Stock as a dividend upon Common Stock, or (b) issues any shares
of Common Stock by reclassification or otherwise, (c) combines
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outstanding shares of Common Stock, by reclassification or
otherwise or (d) declares a dividend upon the Common Stock
payable otherwise than out of earnings or retained earnings and
otherwise than in Common Stock. No adjustment of the Exercise
Price will be made if the amount of such adjustment would be less
than one cent per Share, but in such case any adjustment that
would otherwise be required then to be made will be carried
forward and will be made at the time and together with the next
subsequent adjustment which, together with any adjustment or
adjustments so carried forward, would amount to not less than one
cent per share. Upon any reorganization or reclassification of
the capital stock of the Company, or any consolidation or merger
of the Company with another corporation (other than a
consolidation or merger in which the Company is the surviving
entity and which does not result in any change in the Common
Stock), or any sale or other disposition by the Company of all or
substantially all of its assets to any other corporation, the
Warrants will thereafter be exercisable for the number of shares
of stock or other securities or property of the Company, or of
the successor corporation resulting from such consolidation or
merger, as the case may be, to which the Shares (and any other
securities and property) of the Company, deliverable upon the
exercise of the Warrants, would have been entitled upon such
reorganization, reclassification of capital stock, consolidation,
merger, sale or other disposition if the Warrants had been
exercised immediately prior to such reorganization,
reclassification of capital stock, consolidation, merger, sale or
other disposition.
No Voting Rights. The Warrants will not entitle the holders
thereof to any voting rights or other rights as stockholders of
the Company.
Miscellaneous. The Warrants and all rights thereunder are
transferable, in whole or in part, without charge to the
registered holder, upon surrender of the Warrants with properly
executed assignment (in the form attached to the Warrants) at the
principal office of the Company. Similarly, the Warrants are
exchangeable, upon the surrender thereof by the registered holder
at the principal office of the Company, for new Warrants of like
tenor representing in the aggregate the purchase rights
thereunder, and each of such new Warrants will represent such
portion of such rights as is designated by the registered holder
at the time of such surrender. The provisions of the Warrants
may be amended and the Company may take any action therein
prohibited, or omit to perform any act therein required to be
performed by it, only if the Company has obtained the written
consent of the registered holders of Warrants representing at
least 50% of the shares obtainable upon the exercise of the
Warrants outstanding at the time of such consent.
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DESCRIPTION OF COMMON STOCK
The following is a brief description of the principal terms
applicable to the authorized shares of the Company's Common
Stock.
Each share of Common Stock is entitled to pro rata
participation in distributions upon liquidation and to one vote
on all matters submitted to a vote of stockholders. Dividends
may be paid to the holders of Common Stock when and if declared
by the Board of Directors out of funds legally available
therefor. Holders of Common Stock have no preemptive or similar
rights. The outstanding shares of Common Stock are, and the
Shares offered hereby will be, legally issued, fully paid and
nonassessable.
The shares of Common Stock have noncumulative voting rights,
which means that the holders of a majority of the shares voting
can elect all the Directors if they so choose, and in such event,
the holders of the remaining shares cannot elect any Directors.
As of December 30, 1995, Thermo Electron beneficially owned
14,119,858 shares of Common Stock, which represented
approximately 81% of the then outstanding Common Stock. It is
anticipated that Thermo Electron will continue to beneficially
own at least a majority of the outstanding Common Stock, and will
have the power to elect all of the members of the Company's Board
of Directors.
The Company's Certificate of Incorporation contains certain
provisions permitted under the General Corporation Law of the
State of Delaware relating to the liability of Directors. The
provisions eliminate a Director's liability for monetary damages
for a breach of fiduciary duty, except in certain circumstances
involving wrongful acts or omissions, which involve intentional
misconduct or a knowing violation of law. The Company believes
that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as Directors and
officers.
The transfer agent and registrar for the Common Stock is
American Stock Transfer and Trust Company.
LEGAL MATTERS
Certain legal matters relating to the Securities offered
hereby have been passed upon for the Company by Seth H.
Hoogasian, General Counsel of Thermo Electron and of the Company.
Mr. Hoogasian owns or has the right to acquire through the
exercise of stock options shares of common stock of Thermo
Electron, the Company and of certain of their respective
subsidiaries, the fair market value of which exceeds $50,000.
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EXPERTS
The financial statements and schedule of the Company for the
year ended April 1, 1995, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K, as
amended, for the year ended April 1, 1995 have been audited by
Arthur Andersen LLP, independent public accountants, to the
extent and for the periods as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
The financial statements of Lancaster Laboratories, Inc. and
Clewmark Holdings for the year ended September 30, 1994,
incorporated in this Prospectus by reference to the Company's
Current Report on Form 8-K, as amended, dated May 10, 1995 have
been audited by Trout, Ebersole & Groff, independent public
accountants, to the extent and for the periods as indicated in
their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving
said report.
The financial statements of Remediation Technologies, Inc.
for the year ended December 31, 1994, incorporated in this
Prospectus by reference to the Company's Current Report on Form
8-K, as amended, dated December 8, 1995 have been audited by KPMG
Peat Marwick LLP, independent public accountants, to the extent
and for the periods as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of Remediation Technologies, Inc.
for the year ended December 31, 1993 and 1992, incorporated in
this Prospectus by reference to the Company's Current Report on
Form 8-K, as amended, dated December 8, 1995 have been audited by
Nardella & Taylor, independent public accountants, to the extent
and for the periods as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of RETEC/TETRA L.C. appearing in
the Company's Current Report on Form 8-K, as amended, dated
December 8, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities which are being registered hereby
are as follows. All amounts shown are estimates, except the
Securities and Exchange Commission registration fee and the
American Stock Exchange listing fee. All expenses are to be paid
by the Registrant.
Amount
------
Securities and Exchange Commission
registration fee.............................. $ 2,504.00
American Stock Exchange listing
fee........................................... 14,010.00
Legal fees and expenses....................... 3,000.00
Accounting fees and
expenses...................................... 5,000.00
Miscellaneous................................. 2,000.00
-----------
TOTAL.................................... $26,514.00
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's
Restated 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.
Reference is made to the form of Indemnification Agreement for
Officers and Directors incorporated by reference as Exhibit 10.10
hereto.
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.
The Selling Securityholders are obligated under the
Securities Purchase Agreements to indemnify Directors, officers
and controlling persons of the Registrant against certain
liabilities, including liabilities under the Securities Act.
19
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<PAGE>
Item 16. Exhibits.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. 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;
(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 end 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
20
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<PAGE>
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.
(4) If the Registrant is a foreign private issuer, to
file a post-effective amendment to the
registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X
at the start of any delayed offering or throughout
a continuous offering.
(b) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom a prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(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
21
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indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
22
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<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 of filing on Form
S-2, 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 3rd
day of April, 1996.
THERMO TERRATECH INC.
By: /s/ John P. Appleton
John P. Appleton
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Jonathan W. Painter, and each of them, as his true
and lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
John P. Appleton President (Chief April 3, 1996
John P. Appleton Executive Officer)
and Director
John N. Hatsopoulos Vice President (Chief April 3, 1996
John N. Hatsopoulos Financial Officer)
and Director
Paul F. Kelleher Chief Accounting April 3, 1996
Paul F. Kelleher Officer
George N. Hatsopoulos Director April 3, 1996
George N. Hatsopoulos
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Donald E. Noble Director April 3, 1996
Donald E. Noble
William A. Rainville Chairman of the Board April 3, 1996
William A. Rainville and Director
Polyvios C. Vintiadis Director April 3, 1996
Polyvios C. Vintiadis
_____________________ Director April _, 1996
Paul E. Tsongas
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Reference Page
------ --------- ----
2.1 Asset Purchase Agreement by and among Thermo
Analytical Inc. (as Buyer); Lancaster
Laboratories, Inc. and Clewmark Holdings (as
Sellers); and Earl H. Hess, Anita F. Hess,
Kenneth E. Hess, J. Wilson Hershey and Carol D.
Hess (as the principal owners of Sellers) (filed
as Exhibit 1 to the Registrant's Current Report
on Form 8-K relating to the events occurring on
May 10, 1995 [File No. 1-9549] and incorporated
herein by reference).
2.2 Agreement and Plan of Merger dated as of the 1st
day of December, 1995, by and among Thermo
Remediation Inc., TRI Acquisition Inc. and
Remediation Technologies, Inc. (filed as Exhibit
2(a) to the Registrant's Current Report on Form
8-K relating to the events occurring on December
8, 1995 [File No. 1-9549] and incorporated herein
by reference).
4.1 Specimen Common Stock Certificate (filed as
Exhibit 4 to the Registrant's Registration
Statement on Form S-1 [File No. 33-6736] and
incorporated herein by reference).
4.2 Specimen Common Stock Purchase Warrant
4.3 Fiscal Agency Agreement dated August 4, 1989,
among the Registrant, Thermo Electron
Corporation, and Chemical Bank, as fiscal agent
(filed as Exhibit B to the Registrant's Current
Report on Form 8-K relating to events occurring
on August 4, 1989 [File No. 1-9549] and
incorporated herein by reference).
The Registrant hereby agrees, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K, to furnish
to the Commission upon request, a copy of each
other instrument with respect to other long-term
debt of the Company or its subsidiaries.
4.4 Specimen Securities Purchase Agreement
5.1 Opinion of Seth H. Hoogasian, Esq.
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Exhibit
Number Reference Page
------ --------- ----
10.1 Thermo Electron Corporate Charter as amended and
restated effective January 3, 1993 (filed as
Exhibit 10(a) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended April 3,
1993 [File No. 1-9549] and incorporated herein by
reference).
10.2 Amended and Restated Corporate Services Agreement
dated January 3, 1993, between Thermo Electron
Corporation and the Registrant (filed as Exhibit
10(b) to the Registrant's Annual Report on Form
10-K for the fiscal year ended April 3, 1993
[File No. 1-9549] and incorporated herein by
reference).
10.3 Agreement of Lease dated December 31, 1985,
between Claridge Properties Ltd. and Thermo
Electron Corporation (filed as Exhibit 10(c) to
the Registrant's Registration Statement on Form
S-1 [Reg. No. 33-6763] and incorporated herein by
reference).
10.4 Assignment of Lease dated December 31, 1985,
between Thermo Electron Corporation and TMO, Inc.
(filed as Exhibit 10(d) to the Registrant's
Registration Statement on Form S-1 [Reg. No.
33-6763] and incorporated herein by reference).
10.5 Sublease dated March 30, 1986, between TMO, Inc.
and Holcroft/Loftus, Inc. (filed as Exhibit 10(e)
to the Registrant's Registration Statement on
Form S-1 [Reg. No. 33-6763] and incorporated
herein by reference).
10.6 Lease Amending Agreement dated January 1, 1995,
between Claridge Properties Ltd., Thermo Electron
Corporation and TMO, Inc. (filed as Exhibit 10.6
to the Registrant's Annual Report on Form 10-K
for the year ended April 1, 1995 [File No.
1-9549] and incorporated herein by reference).
10.7 License Agreement, dated December 30, 1989,
between Degussa Aktiengasellschaft and
Holcroft/Loftus, Inc. (filed as Exhibit 10(f) to
the Registrant's Annual Report on Form 10-K for
the year ended March 31, 1990 [File No. 1-9549]
and incorporated herein by reference).
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Exhibit
Number Reference Page
------ --------- ----
10.8 License Agreement dated June 26, 1992, by and
between Holcroft Inc. and Camlaw Ltd. (filed as
Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended April 3,
1993 [File No. 1-9549] and incorporated herein by
reference).
10.9 Exclusive License and Marketing Agreement dated
March 22, 1990, among TPS Technologies Inc.,
Holcroft Inc., and Thermo Soil Recyclers Inc.
(filed as Exhibit 10(q) to the Registrant's
Annual Report on Form 10-K for the year ended
March 30, 1990 [File No. 1-9549] and incorporated
herein by reference).
10.10 Form of Indemnification Agreement with Directors
and Officers (filed as Exhibit 10(k) to the
Registrant's Annual Report on Form 10-K for the
year ended March 30, 1991 [File No. 1-9549] and
incorporated herein by reference).
10.11 Development Agreement dated September 15, 1991,
between Thermo Electron Corporation and the
Registrant (filed as Exhibit 10(l) to the
Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 28, 1991 [File
No. 1-9549] and incorporated herein by
reference).
10.12 Amended and Restated Development Agreement dated
January 2, 1992, between Thermo Electron
Corporation and the Registrant (filed as Exhibit
10(m) to the Registrant's Annual Report on Form
10-K for the year ended March 28, 1992 [File No.
1-9549] and incorporated herein by reference).
10.13 Asset Transfer Agreement dated as of October 1,
1993 among the Registrant, TPS Technologies Inc.
and Thermo Remediation Inc. (filed as Exhibit 2.3
to Thermo Remediation Inc.'s Registration
Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
10.14 Exclusive License Agreement dated as of October
1, 1993 among the Registrant, TPS Technologies
Inc. and Thermo Remediation Inc. (filed as
Exhibit 2.4 to Thermo Remediation Inc.'s
Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
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Exhibit
Number Reference Page
------ --------- ----
10.15 Non-Competition and Non-Disclosure Agreement
dated as of October 1, 1993 among the Registrant,
TPS Technologies Inc. and Thermo Remediation Inc.
(filed as Exhibit 2.5 to Thermo Remediation
Inc.'s Registration Statement on Form S-1 [Reg.
No. 33-70544] and incorporated herein by
reference).
10.16 Tax Allocation Agreement dated as of June 1, 1992
between the Registrant and Thermo Remediation
Inc. (filed as Exhibit 10.3 to Thermo
Remediation Inc.'s Registration Statement on Form
S-1 [Reg. No. 33-70544] and incorporated herein
by reference).
10.17 Agreement of Partnership dated May 16, 1994 among
Terra Tech Labs Inc. (a wholly owned subsidiary
of the Registrant) and Eberline Analytical
Corporation, Skinner & Sherman, Inc., TMA/NORCAL
Inc., Normandeau Associates Inc., Bettigole
Andrews & Clark Inc., Fellows, Read & Associates
Inc. and Thermo Consulting Engineers Inc. (each a
wholly owned subsidiary of Thermo Instrument
Systems Inc.) (filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K dated May
16, 1994 [File No. 1-9549] and incorporated
herein by reference).
10.18 Promissory Note dated May 16, 1994 issued by the
Registrant to Thermo Electron Corporation (filed
as Exhibit 2 to the Registrant's Current Report
on Form 8-K dated May 16, 1994 [File No. 1-9549]
and incorporated herein by reference).
10.19 Agreement of Dissolution of Partnership dated May
9, 1995 among Thermo Terra Tech (the
Partnership), Terra Tech Labs, Inc. (a wholly
owned subsidiary of the Registrant) and Eberline
Analytical Corporation, Skinner & Sherman, Inc.,
TMA/NORCAL Inc., Normandeau Associates Inc.,
Bettigole Andrews & Clark Inc., Fellows, Read &
Associates Inc. and Thermo Consulting Engineers
Inc. (each a wholly owned subsidiary of Thermo
Instrument Systems Inc.) (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K
relating to the events occurring on May 9, 1995
[File No. 1-9549] and incorporated herein by
reference).
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Exhibit
Number Reference Page
------ --------- ----
10.20 Stock Purchase Agreement dated May 9, 1995
between the Registrant and Thermo Instrument
Systems Inc. (filed as Exhibit 2.2 to the
Registrant's Current Report on Form 8-K relating
to the events occurring on May 9, 1995 [File No.
1-9549] and incorporated herein by reference).
10.21 Note dated May 17, 1995 from the Registrant to
Thermo Electron Corporation (filed as Exhibit
2.3 to the Registrant's Current Report on Form
8-K relating to the events occurring on May 9,
1995 [File No. 1-9549] and incorporated herein by
reference).
10.22 Stock Purchase and Note Issuance Agreement dated
as of November 22, 1993, between the Registrant
and Thermo Remediation Inc. (filed as Exhibit
10.11 to Thermo Remediation Inc.'s Registration
Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
10.23 $2,650,000 principal amount Subordinated
Convertible Note dated as of November 22, 1993,
made by Thermo Remediation Inc., issued to the
Registrant (filed as Exhibit 10.12 to Thermo
Remediation Inc.'s Registration Statement on Form
S-1 [Reg. No. 33-70544] and incorporated herein
by reference).
10.24 Asset Purchase Agreement dated as of November 19,
1993 by and among All Western Oil, Inc. and
certain affiliates thereof and Thermo Fluids Inc.
(filed as Exhibit 10.13 to Thermo Remediation
Inc.'s Registration Statement on Form S-1 [Reg.
No. 33-70544] and incorporated herein by
reference).
10.25 First Addendum, dated as of August 7, 1994, to
Asset Purchase Agreement dated as of November 19,
1993 by and among All Western Oil, Inc. and
certain affiliates thereof and Thermo Fluids Inc.
(filed as Exhibit 10.1 to Thermo Remediation
Inc.'s Quarterly Report on Form 10-Q for the
fiscal quarter ended October 1, 1994 [File No.
1-12636] and incorporated herein by reference).
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Exhibit
Number Reference Page
------ --------- ----
10.26 Promissory Note in the principal amount of
$700,000, dated August 7, 1994 (filed as Exhibit
10.2 to Thermo Remediation Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended
October 1, 1994 [File No. 1-12636] and
incorporated herein by reference).
10.27 Security Agreement dated as of August 7, 1994
among All Western Oil, Inc. and certain
affiliates thereof and Thermo Fluids Inc. (filed
as Exhibit 10.3 to Thermo Remediation Inc.'s
Quarterly Report on Form 10-Q for the fiscal
quarter ended October 1, 1994 [File No. 1-12636]
and incorporated herein by reference).
10.28 Escrow Agreement dated as of the 1st day of
December, 1995, by and among Thermo Remediation
Inc., Robert W. Dunlap and Thomas M. Zimmer, as
Indemnification Representatives, and State Street
Bank & Trust Company, as Escrow Agent (filed as
Exhibit 2(b) to the Registrant's Current Report
on Form 8-K relating to the events occurring on
December 8, 1995 [File No. 1-9549] and
incorporated herein by reference).
10.29 Form of Non-Negotiable Common Stock Purchase
Warrant (filed as Exhibit 2(c) to the
Registrant's Current Report on Form 8-K relating
to the events occurring on December 8, 1995 [File
No. 1-9549] and incorporated herein by
reference).
10.30 Master Repurchase Agreement dated January 1, 1994
between the Registrant and Thermo Electron
Corporation (filed as Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended April 1, 1994 [File No. 1-9549]
and incorporated herein by reference).
10.31 Master Reimbursement Agreement dated January 1,
1994 between the Registrant, Thermo Electron
Corporation, and Thermo Remediation Inc. (filed
as Exhibit 10.22 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
April 1, 1994 [File No. 1-9549] and incorporated
herein by reference).
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Exhibit
Number Reference Page
------ --------- ----
10.32 Incentive Stock Option Plan of the Registrant
(filed as Exhibit 10(h) to the Registrant's
Registration Statement on Form S-1 [Reg. No.
33-6763] and incorporated herein by reference).
(Maximum number of shares issuable is 1,850,000
shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992,
6-for-5 stock splits effected in July 1988 and
March 1989, and 3-for-2 stock split effected in
September 1989).
10.33 Nonqualified Stock Option Plan of the Registrant
(filed as Exhibit 10(i) to the Registrant's
Registration Statement on Form S-1 [Reg. No.
33-6763] and incorporated herein by reference).
(Maximum number of shares issuable is 1,850,000
shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992,
6-for-5 stock splits effected in July 1988 and
March 1989, and 3-for-2 stock split effected in
September 1989).
10.34 Deferred Compensation Plan for Directors of the
Registrant (filed as Exhibit 10(k) to the
Registrant's Registration Statement on Form S-1
[Reg. No. 33-6763] and incorporated herein by
reference).
10.35 Equity Incentive Plan of the Registrant (filed as
Exhibit 10.63 to Thermedics Inc.'s Annual Report
on Form 10-K for the fiscal year ended January 1,
1994 [File No. 1-9567] and incorporated herein by
reference). (Maximum number of shares issuable is
1,750,000 shares, after adjustment to reflect
share increase approved in 1994).
10.36 Directors Stock Option Plan, as amended effective
September 23, 1993 (filed as Exhibit 10(z) to the
Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 2, 1993 [File
No. 1-9549] and incorporated herein by
reference).
10.37 Severance Agreement with Thomas P. Plunkett dated
August 31, 1993 (filed as Exhibit 10(aa) to the
Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 2, 1993 [File
No. 1-9549] and incorporated herein by
reference).
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Exhibit
Number Reference Page
------ --------- ----
In addition to the stock-based compensation plans
of the Registrant, the executive officers of the
Registrant may be granted awards under
stock-based compensation plans of the
Registrant's parent, Thermo Electron Corporation,
and its subsidiaries, for services rendered to
the Registrant or to such affiliated
corporations. Such plans are listed under
Exhibits 10.38 - 10.105.
10.38 Thermo Process Systems Inc. - Thermo Remediation
Inc. Nonqualified Stock Option Plan (filed as
Exhibit 10(l) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended
January 1, 1994 [File No. 1-9549] and
incorporated herein by reference).
10.39 Thermo Electron Corporation Incentive Stock
Option Plan (filed as Exhibit 4(d) to Thermo
Electron's Registration Statement on Form S-8
[Reg. No. 33-8993] and incorporated herein by
reference). (Maximum number of shares issuable
is 9,035,156 shares, after adjustment to reflect
share increases approved in 1984 and 1986, share
decrease approved in 1989, and 3-for-2 stock
splits effected in October 1986, October 1993 and
May 1995).
10.40 Thermo Electron Corporation Nonqualified Stock
Option Plan (filed as Exhibit 4(e) to Thermo
Electron's Registration Statement on Form S-8
[Reg. No. 33-8993] and incorporated herein by
reference). (Plan amended in 1984 to extend
expiration date to December 14, 1994; maximum
number of shares issuable is 9,035,156 shares,
after adjustment to reflect share increases
approved in 1984 and 1986, share decrease
approved in 1989, and 3-for-2 stock splits
effected in October 1986, October 1993 and May
1995).
32
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.41 Thermo Electron Corporation Equity Incentive Plan
(filed as Exhibit 10.1 to Thermo Electron's
Quarterly Report on Form 10-Q for the fiscal
quarter ended July 2, 1994 [File No. 1-8002] and
incorporated herein by reference). (Plan amended
in 1989 to restrict exercise price for SEC
reporting persons to not less than 50% of fair
market value or par value; maximum number of
shares issuable is 7,050,000 shares, after
adjustment to reflect 3-for-2 stock splits
effected in October 1993 and May 1995 and share
increase approved in 1994).
10.42 Thermo Electron Corporation - Thermedics Inc.
Nonqualified Stock Option Plan (filed as Exhibit
4 to a Registration Statement on Form S-8 of
Thermedics Inc. [Reg. No. 2-93747] and
incorporated herein by reference). (Maximum
number of shares issuable is 450,000 shares,
after adjustment to reflect share increase
approved in 1988, 5-for-4 stock split effected in
January 1985, 4-for-3 stock split effected in
September 1985, and 3-for-2 stock splits effected
in October 1986 and November 1993).
10.43 Thermo Electron Corporation - Thermo Instrument
Systems Inc. (formerly Thermo Environmental
Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 4(c) to a Registration
Statement on Form S-8 of Thermo Instrument
Systems Inc. [Reg. No. 33-8034] and incorporated
herein by reference). (Maximum number of shares
issuable is 421,875 shares, after adjustment to
reflect 3-for-2 stock splits effected in July
1993 and April 1995 and a 5-4 stock split
effected in December 1995).
10.44 Thermo Electron Corporation - Thermo Instrument
Systems Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10.12 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year
ended January 3, 1987 [File No. 1-8002] and
incorporated herein by reference). (Maximum
number of shares issuable is 600,285 shares,
after giving effect to share increase approved in
1988 and adjustment for 3-for-2 stock splits
effected in January 1988 and July 1993 and a
5-for-4 stock split effected December 1995).
33
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.45 Thermo Electron Corporation - Thermo TerraTech
Inc. (formerly Thermo Process Systems Inc.)
Nonqualified Stock Option Plan (filed as Exhibit
10.13 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended January 3, 1987
[File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable
is 108,000 shares, after adjustment to reflect
6-for-5 stock splits effected in July 1988 and
March 1989, and 3-for-2 stock split effected in
September 1989).
10.46 Thermo Electron Corporation - Thermo Power
Corporation (formerly Tecogen Inc.) Nonqualified
Stock Option Plan (filed as Exhibit 10.14 to
Thermo Electron's Annual Report on Form 10-K for
the fiscal year ended January 3, 1987 [File No.
1-8002] and incorporated herein by reference).
(Amended in September 1995 to extend the plan
expiration date to December 31, 2005).
10.47 Thermo Electron Corporation - Thermo
Cardiosystems Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10.11 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year
ended December 29, 1990 [File No. 1-8002] and
incorporated herein by reference). (Maximum
number of shares issuable is 130,500 shares,
after adjustment to reflect share increases
approved in 1990 and 1992, 3-for-2 stock split
effected in January 1990, 5-for-4 stock split
effected in May 1990 and 2-for-1 stock split
effected in November 1993).
10.48 Thermo Electron Corporation - Thermo Ecotek
Corporation (formerly Thermo Energy Systems
Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 10.12 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year
ended December 29, 1990 [File No. 1-8002] and
incorporated herein by reference).
34
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.49 Thermo Electron Corporation - ThermoTrex
Corporation (formerly Thermo Electron
Technologies Corporation) Nonqualified Stock
Option Plan (filed as Exhibit 10.13 to Thermo
Electron's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No.
1-8002] and incorporated herein by reference).
(Maximum number of shares issuable is 180,000
shares, after adjustment to reflect 3-for-2 stock
split effected in October 1993).
10.50 Thermo Electron Corporation - Thermo Fibertek
Inc. Nonqualified Stock Option Plan (filed as
Exhibit 10.14 to Thermo Electron's Annual Report
on Form 10-K for the fiscal year ended December
28, 1991 [File No. 1-8002] and incorporated
herein by reference). (Maximum number of shares
issuable is 600,000 shares, after adjustment to
reflect 2-for-1 stock split effected in September
1992 and 3-for-2 stock split effected in
September 1995).
10.51 Thermo Electron Corporation - Thermo Voltek Corp.
(formerly Universal Voltronics Corp.)
Nonqualified Stock Option Plan (filed as Exhibit
10.17 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable
is 57,500 shares, after adjustment to reflect
3-for-2 stock split effected in November 1993 and
share increase approved in September 1995).
10.52 Thermo Ecotek Corporation (formerly, Thermo
Energy Systems Corporation) Incentive Stock
Option Plan (filed as Exhibit 10.18 to Thermo
Electron's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993 [File No.
1-8002] and incorporated herein by reference).
(Maximum number of shares issuable is 900,000
shares, after adjustment to reflect share
increase approved in December 1993).
35
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.53 Thermo Ecotek Corporation (formerly, Thermo
Energy Systems Corporation) Nonqualified Stock
Option Plan (filed as Exhibit 10.19 to Thermo
Electron's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993 [File No.
1-8002] and incorporated herein by reference).
(Maximum number of shares issuable is 900,000
shares, after giving effect to share increase
approved in December 1993).
10.54 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Equity Incentive Plan (filed
as Exhibit 10.39 to Thermo Instrument Systems
Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File No. 1-9786]
and incorporated herein by reference).
10.55 Thermedics Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10(e) to Thermedics'
Registration Statement on Form S-1 [Reg. No.
33-84380] and incorporated herein by reference).
(Maximum number of shares issuable is 1,931,923
shares, after adjustment to reflect share
increases approved in 1986 and 1992, 5-for-4
stock split effected in January 1985, 4-for-3
stock split effected in September 1985, and
3-for-2 stock split effected in October 1986 and
November 1993).
10.56 Thermedics Inc. Incentive Stock Option Plan
(filed as Exhibit 10(d) to Thermedics'
Registration Statement on Form S-1 [Reg. No.
33-84380] and incorporated herein by reference).
(Maximum number of shares issuable is 1,931,923
shares, after adjustment to reflect share
increases approved in 1986 and 1992, 5-for-4
stock split effected in January 1985, 4-for-3
stock split effected in September 1985, and
3-for-2 stock split effected in October 1986 and
November 1993).
10.57 Thermedics Inc. Equity Incentive Plan (filed as
Appendix A to the Proxy Statement dated May 10,
1993 of Thermedics Inc. [File No. 1-9567] and
incorporated herein by reference). (Maximum
number of shares issuable is 1,500,000, after
adjustment to reflect 3-for-2 stock split
effected in November 1993).
36
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.58 Thermedics Inc. - Thermedics Detection Inc.
Nonqualified Stock Option Plan (filed as Exhibit
10.20 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by
reference).
10.59 Thermo Cardiosystems Inc. Incentive Stock Option
Plan (filed as Exhibit 10(f) to Thermo
Cardiosystems' Registration Statement on Form S-1
[Reg. No. 33-25144] and incorporated herein by
reference). (Maximum number of shares issuable
is 1,143,750 shares, after adjustment to reflect
share increase approved in 1992, 3-for-2 stock
split effected in January 1990, 5-for-4 stock
split effected in May 1990 and 2-for-1 stock
split effected in November 1993).
10.60 Thermo Cardiosystems Inc. Nonqualified Stock
Option Plan (filed as Exhibit 10(g) to Thermo
Cardiosystems' Registration Statement on Form S-1
[Reg. No. 33-25144] and incorporated herein by
reference). (Maximum number of shares issuable
is 1,143,750 shares, after adjustment to reflect
share increase approved in 1992, 3-for-2 stock
split effected in January 1990, 5-for-4 stock
split effected in May 1990 and 2-for-1 stock
split effected in November 1993).
10.61 Thermo Cardiosystems Inc. Equity Incentive Plan
(filed as Exhibit 10.46 to Thermo Instrument
Systems Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.62 Thermo Voltek Corp. (formerly Universal
Voltronics Corp.) 1985 Stock Option Plan (filed
as Exhibit 10.14 to Thermo Voltek's Annual Report
on Form 10-K for the fiscal year ended June 30,
1985 [File No. 0-8245] and incorporated herein by
reference). (Maximum number of shares issuable
is 200,000 shares, after adjustment to reflect
1-for-3 reverse stock split effected in November
1992 and 3-for-2 stock split effected in
November 1993).
37
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.63 Thermo Voltek Corp. (formerly Universal
Voltronics Corp.) 1990 Stock Option Plan (filed
as Exhibit 10.2 to Thermo Voltek's Annual Report
on Form 10-K for the fiscal year ended June 30,
1990 [File No. 1-10574] and incorporated herein
by reference). (Maximum number of shares
issuable is 400,000 shares, after adjustment to
reflect share increase in 1993, 1-for-3 reverse
stock split effected in November 1992 and 3-for-2
stock split effected in November 1993).
10.64 Thermo Voltek Corp. Equity Incentive Plan (filed
as Exhibit 10.49 to Thermo Instrument Systems
Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File 1-9786] and
incorporated herein by reference).
10.65 Thermo Instrument Systems Inc. Incentive Stock
Option Plan (filed as Exhibit 10(c) to Thermo
Instrument Systems Inc.'s Registration Statement
on Form S-1 [Reg. No. 33-6762] and incorporated
herein by reference). (Maximum number of shares
issuable is 2,812,500 shares, after adjustment to
reflect share increase approved in 1990, 3-for-2
stock splits effected in January 1988, July 1993
and April 1995 and 5-for-4 stock split effected
in December 1995).
10.66 Thermo Instrument Systems Inc. Nonqualified Stock
Option Plan (filed as Exhibit 10(d) to Thermo
Instrument Systems Inc.'s Registration Statement
on Form S-1 [Reg. No. 33-6762] and incorporated
herein by reference). (Maximum number of shares
issuable is 2,812,500 shares, after adjustment to
reflect share increase approved in 1990, 3-for-2
stock splits effected in January 1988, July 1993
and April 1995 and a 5-for-4 stock split effected
in December 1995).
10.67 Thermo Instrument Systems Inc. Equity Incentive
Plan (filed as Appendix A to the Proxy Statement
dated April 27, 1993 of Thermo Instrument Systems
Inc. [File No. 1-9786] and incorporated herein by
reference). (Maximum number of shares issuable
is 4,031,250 shares, after adjustment to reflect
share increase approved in December 1993, 3-for-2
stock splits effected in July 1993 and April 1995
and a 5-for-4 stock split effected in December
1995).
38
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.68 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Incentive Stock Option
Plan (filed as Exhibit 10(d) to Thermo
Environmental's Registration Statement on Form
S-1 [Reg. No. 33-329] and incorporated herein by
reference). (Maximum number of shares issuable
is 1,160,156 shares, after giving effect to share
increase approved in 1987 and adjustment to
reflect 3-for-2 stock splits effected in
July 1993 and April 1995 and a 5-for-4 stock
split effected in December 1995).
10.69 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Nonqualified Stock
Option Plan (filed as Exhibit 10(e) to Thermo
Environmental's Registration Statement on Form
S-1 [Reg. No. 33-329] and incorporated herein by
reference). (Maximum number of shares issuable
is 1,160,156 shares, after giving effect to share
increase approved in 1987 and adjustment to
reflect 3-for-2 stock splits effected in
July 1993 and April 1995 and a 5-for-4 stock
split effected in December 1995).
10.70 Thermo Instrument Systems Inc. - ThermoSpectra
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.51 to Thermo Instrument Systems
Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File No. 1-9786]
and incorporated herein by reference).
10.71 ThermoSpectra Corporation Equity Incentive Plan
(filed as Exhibit 10.52 to Thermo Instrument
Systems Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.72 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Incentive Stock Option
Plan (filed as Exhibit 10(h) to ThermoTrex's
Registration Statement on Form S-1 [Reg. No.
33-40972] and incorporated herein by reference).
(Maximum number of shares issuable is 1,945,000
shares, after giving effect to share increases
approved in 1992 and 1993, and 3-for-2 stock
split effected in October 1993).
39
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.73 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Nonqualified Stock
Option Plan (filed as Exhibit 10(i) to
ThermoTrex's Registration Statement on Form S-1
[Reg. No. 33-40972] and incorporated herein by
reference). (Maximum number of shares issuable
is 1,945,000 shares, after giving effect to share
increases approved in 1992 and 1993, and 3-for-2
stock split effected in October 1993).
10.74 ThermoTrex Corporation - ThermoLase Corporation
(formerly ThermoLase Inc.) Nonqualified Stock
Option Plan (filed as Exhibit 10.53 to Thermedics
Inc.'s Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference).
10.75 ThermoLase Corporation (formerly ThermoLase Inc.)
Nonqualified Stock Option Plan (filed as Exhibit
10.54 to Thermedics Inc.'s Annual Report on Form
10-K for the fiscal year ended January 1, 1994
[File No. 1-9567] and incorporated herein by
reference). (Maximum number of shares issuable in
the aggregate under this plan and the ThermoLase
Incentive Stock Option Plan is 2,800,000 shares,
after adjustment to reflect increase approved in
1993 and 2-for-1 stock splits effected in March
1994 and June 1995).
10.76 ThermoLase Corporation (formerly ThermoLase Inc.)
Incentive Stock Option Plan (filed as Exhibit
10.55 to Thermedics Inc.'s Annual Report on Form
10-K for the fiscal year ended January 1, 1994
[File No. 1-9567] and incorporated herein by
reference). (Maximum number of shares issuable
in the aggregate under this plan and the
ThermoLase Nonqualified Stock Option Plan is
2,800,000 shares, after adjustment to reflect
share increase approved in 1993 and 2-for-1 stock
splits effected in March 1994 and June 1995).
10.77 ThermoLase Corporation Equity Incentive Plan
(filed as Exhibit 10.81 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended April 1, 1995 [File No. 1-9549] and
incorporated herein by reference).
40
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.78 Thermo Fibertek Inc. Incentive Stock Option Plan
(filed as Exhibit 10(k) to Thermo Fibertek's
Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.79 Thermo Fibertek Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(l) to Thermo Fibertek's
Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.80 Thermo Fibertek Inc. Equity Incentive Plan (filed
as Exhibit 10.60 to Thermo Instrument Systems
Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File No. 1-9786]
and incorporated herein by reference).
10.81 Thermo Power Corporation (formerly Tecogen Inc.)
Incentive Stock Option Plan (filed as Exhibit
10(h) to Thermo Power's Quarterly Report on Form
10-Q for the quarter ended April 3, 1993 [File
No. 1-10573] and incorporated herein by
reference). (Maximum number of shares issuable
is 950,000 shares, after adjustment to reflect
share increases approved in 1990, 1992 and 1993).
10.82 Thermo Power Corporation (formerly Tecogen Inc.)
Nonqualified Stock Option Plan (filed as Exhibit
10(i) to Thermo Power's Quarterly Report on Form
10-Q for the quarter ended April 3, 1993 [File
No. 1-10573] and incorporated herein by
reference). (Maximum number of shares issuable
is 950,000 shares, after giving effect to share
increases approved in 1990, 1992 and 1993).
10.83 Thermo Power Corporation Equity Incentive Plan
(filed as Exhibit 10.63 to Thermo Instrument
Systems Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.84 Thermo Remediation Inc. Equity Incentive Plan
(filed as Exhibit 10.7 to Thermo Remediation's
Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
(Maximum number of shares issuable is 1,125,000
shares, after adjustment to reflect a 3-for-2
stock split effected in March 1995).
41
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.85 Thermedics Detection Inc. Equity Incentive Plan
(filed as Exhibit 10.69 to Thermo Instrument
Systems Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.86 Thermo Electron Corporation - Thermo BioAnalysis
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.31 to Thermo Power's Annual Report
on Form 10-K for the fiscal year ended September
30, 1995 [File No. 1-10573] and incorporated
herein by reference).
10.87 Thermo Electron Corporation - ThermoLyte
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.32 to Thermo Power's Annual Report
on Form 10-K for the fiscal year ended September
30, 1995 [File No. 1-10573] and incorporated
herein by reference).
10.88 Thermo Electron Corporation - Thermo Remediation
Inc. Nonqualified Stock Option Plan (filed as
Exhibit 10.33 to Thermo Power's Annual Report on
Form 10-K for the fiscal year ended September 30,
1995 [File No. 1-10573] and incorporated herein
by reference).
10.89 Thermo Electron Corporation - ThermoSpectra
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.34 to Thermo Power's Annual Report
on Form 10-K for the fiscal year ended September
30, 1995 [File No. 1-10573] and incorporated
herein by reference).
10.90 Thermo Electron Corporation - ThermoLase
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.35 to Thermo Power's Annual Report
on Form 10-K for the fiscal year ended September
30, 1995 [File No. 1-10573] and incorporated
herein by reference).
10.91 Thermo Electron Corporation - ThermoQuest
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.41 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
42
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.92 Thermo Electron Corporation - Thermo Optek
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.42 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.93 Thermo Electron Corporation - Thermo Sentron Inc.
Nonqualified Stock Option Plan (filed as Exhibit
10.43 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein
by reference).
10.94 Thermo Electron Corporation - Trex Medical
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.44 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.95 Thermedics Inc. - Thermo Sentron Inc.
Nonqualified Stock Option Plan (filed as Exhibit
10.51 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein
by reference).
10.96 Thermo Sentron Inc. Equity Incentive Plan (filed
as Exhibit 10.57 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.97 Thermo Instrument Systems Inc. - Thermo
BioAnalysis Corporation Nonqualified Stock Option
Plan (filed as Exhibit 10.64 to Thermo
Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.98 Thermo Instrument Systems Inc. - ThermoQuest
Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.65 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
43
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
10.99 Thermo BioAnalysis Corporation Equity Incentive
Plan (filed as Exhibit 10.67 to Thermo
Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.100 Thermo Optek Corporation Equity Incentive Plan
(filed as Exhibit 10.68 to Thermo Cardiosystems'
Annual Report on Form 10-K for the fiscal year
ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.101 ThermoQuest Corporation Equity Incentive Plan
(filed as Exhibit 10.68 to Thermo Cardiosystems'
Annual Report on Form 10-K for the fiscal year
ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.102 ThermoTrex Corporation - Trex Medical Corporation
Nonqualified Stock Option Plan (filed as Exhibit
10.73 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein
by reference).
10.103 Trex Medical Corporation Equity Incentive Plan
(filed as Exhibit 10.77 to Thermo Cardiosystems'
Annual Report on Form 10-K for the fiscal year
ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.104 Thermo Power Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan (filed as Exhibit
10.84 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein
by reference).
10.105 ThermoLyte Corporation Equity Incentive Plan
(filed as Exhibit 10.71 to Thermo Power's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
13.1 The Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 30, 1995
[File No. 1-9549] (incorporated herein by
reference).
23.1 Consent of Arthur Andersen LLP
44
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
23.2 Consent of Trout, Ebersole & Groff
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Nardella & Taylor
23.5 Consent of Ernst & Young LLP
23.6 Consent of Seth H. Hoogasian, Esq. (contained in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99 The Registrant's Restated Certificate of
Incorporation, as amended.
45
The securities represented hereby have not been registered
under the Securities Act of 1933, as amended, or registered or
qualified under any state securities laws, and such securities
may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement under such Act and
registration and qualification under all applicable state
securities laws or pursuant to exemptions therefrom.
Thermo Process Systems Inc.
12068 Market Street
Livonia, Michigan 48150
STOCK PURCHASE WARRANT
Date of Issuance: Right to Purchase
Shares of Common
Stock (subject to
adjustment)
Warrant #
For value received, Thermo Process Systems Inc., a Delaware
corporation (the "Company"), hereby grants to _________________,
or its registered assigns (the "Registered Holder"), the right to
purchase from the Company _____ shares of the Company's Common
Stock (subject to adjustment pursuant to Section 4 hereof) at a
price of $_____ per share (as adjusted pursuant to Section 3
hereof, the "Exercise Price"). This Warrant is one of the
warrants identical in form issued by the Company pursuant to the
Securities Purchase Agreements dated December ___, 1992
(collectively, the "Purchase Agreement"), between the Company and
certain investors named therein. The amount and kind of
securities purchasable pursuant to the rights granted under this
Warrant and the purchase price for such securities are subject to
adjustment pursuant to the provisions contained in this Warrant.
This Warrant is subject to the following provisions:
1. Definitions. As used in this Warrant, the following
terms have the meanings set forth below:
"Common Stock" means the Company's Common Stock, $.10
par value per share.
"Date of Issuance" shall have the meaning specified in
Section 10 of this Warrant.
PAGE
<PAGE>
"Market Price" is defined as the average of the daily
closing prices for the 20 consecutive trading days, immediately
preceding the date of computation. The closing price for each
day shall be (i) if the shares of Common Stock are listed or
admitted to trading on a principal national securities exchange
or the National Market System of NASDAQ, the last reported sales
price on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or on
the National Market System of NASDAQ or (ii) if the shares of
Common Stock are not listed or admitted to trading on any such
exchange, the average of the highest bid and lower asked prices,
as reported on the Automated Quotation System of the National
Quotations Bureau, Incorporated or an equivalent, generally
accepted reporting service. If at any time such security is not
listed on any domestic securities exchange or quoted in the
NASDAQ System or the domestic over-the-counter market, the
"Market Price" will be the fair value thereof determined by the
Board of Directors in good faith.
"NASDAQ System" means the NASDAQ Inter-Dealer Quotation
System or such other similar inter-dealer quotation system as may
in the future be used generally by members of the National
Association of Securities Dealers, Inc., for the over-the-counter
transactions in securities.
"Person" means an individual, a partnership, a
corporation, a trust, a joint venture, an unincorporated
organization and a government or any department or agency
thereof.
"Warrants" means this Warrant and all other stock
purchase warrants issued pursuant to the Purchase Agreement, and
all stock purchase warrants issued in exchange therefor pursuant
to the terms thereof.
"Warrant Stock" means shares of the Company's
authorized but unissued Common Stock; provided that if there is a
change such that the securities issuable upon exercise of the
Warrant are issued by an entity other than the Company or there
is a change in the class of securities so issuable, then the term
"Warrant Stock" will mean one share of the security issuable upon
exercise of the Warrant if such security is issuable in shares,
or will mean the smallest unit in which such security is issuable
if such security is not issuable in shares.
2. Exercise of Warrant.
2.1 Exercise Period. The Registered Holder may
exercise this Warrant, in whole or in part (but not as to a
fractional share of Warrant Stock), at any time and from time to
time after the date the Warrant and Warrant Stock is registered
under the Securities Act of 1933 and prior to the fifth
anniversary of the date such registration (the "Exercise
Period").
PAGE
<PAGE>
2.2 Exercise Procedure.
(a) This Warrant will be deemed to have been
exercised at such time as the Company has received all of the
following items (the "Exercise Date"):
(i) a completed Exercise Agreement, as
described below, executed by the Person exercising
all or part of the purchase right represented by
this Warrant (the "Purchaser");
(ii) this Warrant;
(iii) if this Warrant is not registered in
the name of the Purchaser, an Assignment or
Assignments in the form set forth in Exhibit II
hereto, evidencing the assignment of this Warrant
to the Purchaser; and
(iv) a check payable to the Company in an
amount equal to the product of the Exercise Price
multiplied by the number of shares of Warrant
Stock being purchased upon such exercise.
(b) Certificates for shares of Warrant Stock
purchased upon exercise of this Warrant will be delivered by the
Company to the Purchaser within ten days after the Exercise Date.
Unless this Warrant has expired or all of the purchase rights
represented hereby have been exercised, the Company will prepare
a new Warrant, substantially identical hereto, representing the
rights formerly represented by this Warrant which have not
expired or been exercised. The Company will, within such ten-day
period, deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.
(c) The Warrant Stock issuable upon the exercise
of this Warrant will be deemed to have been issued to the
Purchaser on the Exercise Date, and the Purchaser will be deemed
for all purposes to have been the record holder of such Warrant
Stock on the Exercise Date.
(d) The issuance of certificates for shares of
Warrant Stock upon exercise of this Warrant will be made without
charge to the Registered Holder or the Purchaser for any issuance
tax in respect thereof or any other cost incurred by the Company
in connection with such exercise and the related issuance of
shares of Warrant Stock. The Company shall not, however, be
required to pay any tax which may be payable in respect of any
transfer, in whole or in part, of this Warrant (including the
issuance of new Warrants in connection therewith or the delivery
of stock certificates in a name other than that of the Registered
Holder of this Warrant presented for exercise, and any such tax
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shall be paid by such Registered Holder at the time of
presentation.
(e) The Company will not close its books for the
transfer of this Warrant or of any share of Warrant Stock issued
or issuable upon the exercise on this Warrant in any manner which
interferes with the timely exercise of this Warrant.
2.3 Exercise Agreement. The Exercise Agreement will
be substantially in the form set forth in Exhibit I hereto,
except that if the shares of Warrant Stock are not to be issued
in the name of the Registered Holder of this Warrant, the
Exercise Agreement will also state the name of the Person to whom
the certificates for the shares of Warrant Stock are to be
issued, and if the number of shares of Warrant Stock to be issued
does not include all the shares of Warrant Stock purchasable
hereunder, it will also state the name of the Person to whom a
new Warrant for the unexercised portion of the rights hereunder
is to be delivered.
2.4 Fractional Shares. If a fractional share of
Warrant Stock would, but for the provisions of Subsection 2.1, be
issuable upon exercise of the rights represented by this Warrant,
the Company will, within ten days after the Exercise Date,
delivery to the Purchaser a check payable to the Purchaser in
lieu of such fractional share, in an amount equal to the Market
Price of such fractional share as of the close of business on the
Exercise Date.
3. Exercise Price.
3.1 General. The initial Exercise Price will be
$11.34. In order to prevent dilution of the rights granted under
this Warrant, the Exercise Price will be subject to adjustment
from time to time pursuant to this Section 3.
3.2 Subdivision or Combination of Common Stock and
Stock Dividends. In case the Company shall at any time after the
date hereof (a) issue any shares of Common Stock as a dividend
upon Common Stock, or (b) issue any shares of Common
Stock by reclassification or otherwise, or (c) combine
outstanding shares of Common Stock, by reclassification or
otherwise, the Exercise Price which would apply if purchase
rights hereunder were being exercised immediately prior to such
action by the Company shall be adjusted by multiplying it by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such dividend,
subdivision or combination and the denominator of which shall be
the number of shares of Common Stock outstanding immediately
after such dividend, subdivision or combination.
3.3 Certain Dividends. In case the Company shall
declare a dividend upon the Common Stock payable otherwise than
out of earnings or retained earnings and otherwise than in Common
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Stock, the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to the declaration of
such dividend by a fraction, the numerator of which shall be the
current Market Price per share of Common Stock, on such date,
less the fair market value, as determined by the Board of
Directors of the Company, whose determination shall be
conclusive, of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights,
options or warrants applicable to one share of Common Stock, and
of which the denominator shall be such current Market Price per
share of Common Stock. For the purposes of the foregoing, a
dividend other than in cash shall be considered payable out of
earnings or retained earnings only to the extent that such
earnings or retained earnings are charged an amount equal to the
value of such dividend as determined by the Board of Directors of
the Company. Such reductions shall take effect as of the date on
which a record is taken for the purpose of such dividend, or, if
a record is not taken, the date as of which the holders of Common
Stock or record entitled to such dividend are to be determined.
3.4 No Adjustments. No adjustment of the Exercise
Price shall be made if the amount of such adjustment shall be
less than one cent per share, but in such case any adjustment
that would otherwise be required then to be made shall be carried
forward and shall be made at the time and together with the next
subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than one
cent per share.
4. Adjustment of Number of Shares Issuable upon Exercise.
In the event of a stock dividend, stock split, combination or
other event described in Sections 3.2 and 3.3 hereof, the
Registered Holder of this Warrant shall thereafter (until another
such adjustment) be entitled to purchase the number of shares of
Warrant Stock, calculated to the nearest full share, determined
by (a) multiplying the number of shares of Warrant Stock
purchasable hereunder immediately prior to the adjustment of the
Exercise Price by the Exercise Price in effect immediately prior
to such adjustment, and (b) dividing the product so obtained by
the adjusted Exercise Price in effect immediately after such
adjustment.
5. Effect of Reorganization, Reclassification,
Consolidation, Merger or Sale. If at any time while this Warrant
is outstanding there shall be any reorganization or
reclassification of the capital stock of the Company (other than
a subdivision or combination of shares provided for in Subsection
3.3 hereof) or any consolidation or merger of the Company with
another corporation (other than a consolidation or merger in
which the Company is the surviving entity and which does not
result in any change in the Common Stock), or any sale or other
disposition by the Company of all or substantially all of its
assets to any other corporation, the holder of this Warrant shall
thereafter upon exercise of this Warrant be entitled to receive
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the number of shares of stock or other securities or property of
the Company, or of the successor corporation resulting from such
consolidation or merger, as the case may be, to which the Warrant
Common Stock (and any other securities and property) of the
Company, deliverable upon the exercise of this Warrant, would
have been entitled upon such reorganization, reclassification of
capital stock, consolidation, merger, sale or other disposition
if this Warrant had been exercised immediately prior to such
reorganization, reclassification of capital stock, consolidation,
merger, sale or other disposition. In any such case, appropriate
adjustment (as determined by the Board of Directors of the
Company) shall be made in the application of the provisions set
forth in this Warrant with respect to the rights and interests
thereafter of the holder of this Warrant to the end that the
provisions set forth in this Warrant (including those relating to
adjustments of the Exercise Price and the number of shares
issuable upon the exercise of this Warrant) shall thereafter be
applicable, as near as reasonably may be, in relation to any
shares or other property thereafter deliverable upon the exercise
hereof as if this Warrant had been exercised immediately prior to
such reorganization, reclassification of capital stock,
consolidation, merger, sale or other disposition and the holder
hereof had carried out the terms of the exchange as provided for
by such reorganization, reclassification of capital stock,
consolidation or merger. Notwithstanding any other provisions of
this Warrant, in the event of sale or other disposition of all or
substantially all of the assets of the Company as a part of a
plan for liquidation of the Company, all rights to exercise the
Warrant shall terminate 30 days after the Company gives written
notice to the Registered Holder of this Warrant that such sale or
other disposition has been consummated.
6. Notice of Adjustments. Immediately upon any adjustment
of the Exercise Price or increase or decrease in the number of
shares of Common Stock purchasable upon exercise of this Warrant,
the Company will send written notice thereof to all Registered
Holders, stating the adjusted Exercise Price and the increased or
decreased number of shares purchasable upon exercise of this
Warrant and setting forth in reasonable detail the method of
calculation for such adjustment and increase or decrease.
7. Reservation of Common Stock. The Company will at all
times reserve and keep available for issuance upon the exercise
of Warrants such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full
of all outstanding Warrants, and upon such issuance such shares
of Common Stock will be validly issued, fully paid and
nonassessable.
8. No Voting Rights; Limitations of Liability. This
Warrant will not entitle the holder hereof to any voting rights
or other rights as a stockholder of the Company. No provision of
this Warrant, in the absence of affirmative action by the
Registered Holder to purchase Warrant Stock, and no enumeration
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in this Warrant of the rights or privileges of the Registered
Holder, will give rise to any liability of such Holder for the
Exercise Price of Warrant Stock acquirable by exercise hereof or
as a stockholder of the Company.
9. Warrant Transferable.
(a) Subject to the transfer conditions referred to in
paragraph (b), below, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the
Registered Holder, upon surrender of this Warrant with a properly
executed Assignment (in the form of Exhibit II hereto) at the
principal office of the Company.
(b) Each Registered Holder of this Warrant
acknowledges that this Warrant has not been registered under the
Securities Act of 1933, as amended (the "Act"), and agrees not to
sell, pledge, distribute, offer for sale, transfer or otherwise
dispose of this Warrant or any Warrant Stock issued upon its
exercise in the absence of (i) an effective registration
statement as to this Warrant or such Warrant Stock under the Act
(or any similar statute then in effect), or (ii) an opinion of
counsel for the Company to the effect that such registration is
not, under the circumstances, required.
10. Warrant Exchangeable for Different Denominations. This
Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the principal office of the Company, for new
Warrants of like tenor representing in the aggregate the purchase
rights hereunder, and each of such new Warrants will represent
such portion of such rights as is designated by the Registered
Holder at the time of such surrender. The date the Company
initially issues this Warrant will be deemed to be the "Date of
Issuance" of this Warrant regardless of the number of times new
certificates representing the unexpired and unexercised rights
formerly represented by this Warrant are issued.
11. Miscellaneous.
11.1 Amendment and Waiver. The provisions of the
Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company has obtained the written
consent of the Registered Holders of Warrants representing at
least 50% of the shares of Warrant Stock obtainable upon the
exercise of the Warrants outstanding at the time of such consent.
11.2 Notices. Any notices required to be sent to a
Registered Holder will be delivered to the address of such
Registered Holder shown on the books of the Company. All notices
referred to herein will be delivered in person or sent by first
class mail, postage prepaid, and will be deemed to have been
given when so delivered or sent.
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11.3 Descriptive Headings; Governing Law. The
descriptive headings of the paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of
this Warrant. The construction, validity and interpretation of
this Warrant will be governed by the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the Company has cause this Warrant to be
signed and attested by its duly authorized officers under its
corporate seal.
THERMO PROCESS SYSTEMS INC.
By:_______________________
[Corporate Seal]
Attest:
_____________________________
Secretary
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EXHIBIT I
EXERCISE AGREEMENT
To: Thermo Process Systems Inc. Date:
The undersigned, pursuant to the provisions set forth in the
within Warrant, hereby agrees to subscribe for and purchase _____
shares of the Warrant Stock covered by such Warrant and makes
payment herewith in full for such Warrant Stock at the price per
share provided by such Warrant.
Name ________________________
Signature____________________
Address______________________
This Exercise Agreement must be completed and sent with the
items specified in Section 2.2 of the Warrant Agreement to:
Thermo Process Systems
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254
Attn: Sandra L. Lambert, Secretary
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EXHIBIT II
ASSIGNMENT
FOR VALUE RECEIVED, ___________________ hereby sells,
assigns and transfers all of the rights of the undersigned under
the within Warrant with respect to the number of shares of the
Warrant Stock covered thereby set forth below, unto:
Names of Assignees Address No. of Shares
------------------ ------- -------------
Date: Signature _________________________
Witness____________________________
This Assignment must be completed and sent to:
Thermo Process Systems
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254
Attn: Sandra L. Lambert, Secretary
EXHIBIT 4.4
PURCHASE AGREEMENT
THIS AGREEMENT is made as of the ____ day of March, 1993,
among THERMO PROCESS SYSTEMS INC. ("TPS"), a Delaware
corporation, TPST Soil Recyclers of Florida Inc., a Delaware
corporation (the "Company") (TPS and the Company are sometimes
hereinafter collectively referred to as the "Sellers"), and the
purchaser whose name and address is set forth on the signature
page hereof (the "Purchaser").
IN CONSIDERATION of the mutual covenants contained in this
Agreement, the Sellers, TPST and the Purchaser agree as follows:
SECTION 1. Authorization of Sale of the Units. Subject to
the terms and conditions of this Agreement, the Sellers have
authorized the sale of 50 Units (the "Units"), each consisting of
1,000 shares of Common Stock, $.01 par value per share (the
"Shares"), of the Company and Common Stock Purchase Warrants (the
"Warrants") for the purchase of 2,000 shares of common stock,
$.10 par value, of TPS. The Shares and the Warrants are
hereinafter collectively referred to as the "Securities".
SECTION 2. Agreement to Sell and Purchase the Units. At
the Closing (as defined in Section 3), the Sellers will sell to
the Purchaser, and the Purchaser will buy from the Sellers, upon
the terms and conditions hereinafter set forth, the number of
Units (at the purchase price) shown below:
Number of Units Price Per
To Be Purchased Unit in Dollars Aggregate Price
--------------- --------------- ---------------
$23,000
The Sellers represent and warrant that the Sellers are
proposing to enter into this same form of purchase agreement with
certain other investors (the "Other Purchasers") and expect to
complete sales of the Units to them. The Purchaser and the Other
Purchasers are hereinafter sometimes collectively referred to as
the "Purchasers," and this Agreement and the agreements executed
by the Other Purchasers are hereinafter sometimes collectively
referred to as the "Agreements."
SECTION 3. Delivery of the Units at the Closing. The
completion of the purchase and sale of the Units (the "Closing")
shall occur at a place and time (the "Closing Date") specified by
the Sellers and of which the Purchasers will be notified by
telex, cable or otherwise. At the Closing, the Sellers shall
deliver to the Purchaser one or more stock certificates and one
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or more warrant certificates registered in the name of the
Purchaser, or in such name(s) as designated by the Purchaser,
representing the number of shares of Shares and Warrants
contained in the number of Units set forth in Section 2 above.
The name(s) in which the stock certificate(s) and warrant
certificate(s) are to be registered are set forth in the Stock
Certificate Questionnaire attached hereto as part of Appendix I.
The Sellers' obligation to deliver such stock certificate(s) and
warrant certificate(s) to the Purchaser at the Closing shall be
subject to the following conditions, any one or more of which may
be waived by the Sellers: (a) receipt by the Sellers of a
certified or official bank check or checks in New York Clearing
House funds in the full amount of the purchase price of the Units
being purchased hereunder; (b) completion of the purchases and
sales under the Agreements with Other Purchasers; and (c) the
accuracy of the representations and warranties made by the
Purchasers and the fulfillment of those undertakings of the
Purchasers to be fulfilled prior to the Closing. The Purchaser's
obligation to accept delivery of such stock certificate(s) and
warrant certificate(s) and to pay for the Units evidenced thereby
shall be subject to the accuracy of the representations and
warranties made by the Sellers herein and the fulfillment of
those undertakings of the Sellers to be fulfilled prior to
Closing.
SECTION 4. Representations, Warranties and Covenants of the
Sellers. The Sellers hereby represent and warrant to, and
covenant with, the Purchaser as follows:
4.1. Organization and Qualification. Each of the Company
and TPS is a corporation duly incorporated, validly existing and
in good standing under the laws of the state of its incorporation
and each has all requisite corporate power and authority to
conduct its business as currently conducted.
4.2. Authorized Capital Stock. The authorized capital
stock of the Company at March 1, 1993 is as is set forth in the
Confidential Placement Memorandum dated March 1, 1993 (the
"Memorandum"). The authorized capital stock of TPS as of January
2, 1993 is as is set forth in the Form 10-Q of TPS for the
quarter ended January 2, 1993 attached as Exhibit E to the
Memorandum. All shares of stock of any class described in such
documents as being issued and outstanding were validly issued and
outstanding, fully paid and non-assessable as at such date.
4.3. Due Execution, Deliver and Performance of the
Agreements. The execution, delivery and performance of the
Agreements (a) have been duly authorized under applicable law by
all requisite corporate action by the Sellers, (b) will not
violate any law or the certificates of incorporation or by-laws
of the Sellers or any provision of any material indenture,
mortgage, agreement, contract or other material instrument to
which the Sellers, any of their subsidiaries is a party or by
which the Sellers, or any of their subsidiaries or any of their
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properties or assets is bound, or result in a breach of or
constitute (upon notice or lapse of time or both) a default under
any such indenture, mortgage, agreement, contract or other
material instrument, and (c) will not result in the creation or
imposition of any lien, security interest, mortgage, pledge,
charge or other encumbrance, of any material nature whatsoever,
upon any properties or assets of the Sellers, or any of their
subsidiaries. Upon their execution and delivery, the Agreements
will constitute valid and binding obligations of the Sellers
enforceable in accordance with their respective terms, except as
enforceability may be limited to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally and except
as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and except as the indemnification
agreements of the Sellers in Section 7.3 hereof may be legally
unenforceable.
4.4. Issuance, Sale and Delivery of the Units. In respect
of the Units to be sold by the Sellers hereunder, the offer, sale
and delivery of the Securities comprising the Units in accordance
with the Agreements have been duly authorized under applicable
law by all requisite corporate action. The Securities, as and
when delivered to the Purchasers pursuant to the Agreements, and
upon payment by the Purchasers of the purchase price therefor,
will be validly issued and outstanding, fully paid and
non-assessable. The issuance and sale of the Units which are the
subject of this Agreement constitutes an exempt transaction under
the Securities Act of 1933, as amended (the "Securities Act"),
and does not require registration thereunder.
4.5. Regulatory Matters. The Company is not in violation
of any federal or state law or regulation relating to the
storage, handling or transportation of hazardous or toxic
materials; the Company has received or received rights to all
permits, licenses or other approvals required of them under
applicable federal and state environmental laws and regulations
to conduct its business as it currently conducted; and the
Company is in compliance with all terms and conditions of any
such permit, license or approval, except any such violation of
law or regulation, failure to receive required permits, licenses
or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals which would
not, singly or in the aggregate, result in a material adverse
change in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company.
The Company has not received any notice of proceedings relating
to the revocation or modification of any such permit, license or
approval which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a
material adverse change in the condition (financial or
otherwise), business prospects, net worth or results of
operations of the Company.
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4.6. No Material Change. There has been no material
adverse change in the financial condition of the Company or TPS
since January 2, 1993 or in the results of operations of the
Company or TPS as compared to relevant prior periods, other than
as may be described in the Memorandum. There has been no
material adverse change in the information set forth in the
Memorandum since the date thereof which has not been disclosed in
writing to the Purchaser prior to the Closing.
4.7. Accuracy of Information. The information contained in
the Memorandum, in final form, is true and correct in all
material respects as of the date thereof. Each exhibit to the
Memorandum was true and correct in all material respects as of
the date thereof.
4.8. Legal Opinion. Prior to closing, the Associate
General Counsel of TPS and the Company will deliver his legal
opinion to the Purchasers substantially to the effect of Sections
4.1, 4.2, 4.3, 4.4 and 4.5 (provided that such opinion, with
respect to clause (c) of the first sentence of Section 4.3 and
with respect to Section 4.5, shall be limited to such counsel's
knowledge).
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
(a) The Purchaser represents and warrants to, and covenants
with, the Sellers that: (i) the Purchaser, taking into account
the personnel and resources it can practically bring to bear on
the purchase of the Units contemplated hereby, is knowledgeable,
sophisticated and experienced in making, and is qualified to
make, decisions with respect to investments in shares presenting
an investment decision like that involved in the purchase of the
Units, including investments in securities issued by the Sellers,
and has requested, received, reviewed and considered all
information it deems relevant in making an informed decision to
purchase the Units; (ii) the Purchaser is acquiring the number of
Units set forth in Section 2 above for investment and with no
present intention of distributing any of such Units (this
representation and warranty not limiting the Purchaser's right to
sell pursuant to the Registration Statement or to be indemnified
pursuant to Section 7.3); (iii) the Purchaser will not, directly
or indirectly, voluntarily offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Units except in
compliance with the Securities Act, and the rules and regulations
promulgated thereunder; (iv) the Purchaser has completed or
caused to be completed the Registration Statement Questionnaire
and the Stock Certificate Questionnaire, both attached hereto as
Appendix I, for use in preparation of the Registration Statement
and the answers thereto are true and correct to the best
knowledge of the Purchaser as of the date hereof and will be true
and correct as of the effective date of the Registration
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Statement, and the Purchaser will use reasonable efforts to
inform the Sellers of any changes in such information; (v) The
Purchaser has, in connection with its decision to purchase the
number of Units set forth in Section 2 above, relied solely upon
the Memorandum and the documents incorporated therein by
reference and the representations and warranties of the Sellers
contained herein; and (vi) the Purchaser is an "accredited
investor" within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act.
(b) The Purchaser hereby covenants with the Sellers not to
make any sale of the Securities without demonstrating to the
reasonable satisfaction of the Sellers that such sale does not
violate any applicable provisions of federal or state securities
laws and that, in connection with any such sale, the Purchaser
will complete Appendix II hereto.
(c) The Purchaser further represents and warrants to, and
covenants with, the Sellers that (i) the Purchaser has full
right, power, authority and capacity to enter into this Agreement
and to consummate the transactions contemplated hereby and has
taken all necessary action to authorize the execution, delivery
and performance of this Agreement, and (ii) upon the execution
and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' and contracting
parties rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law) and except as the indemnification agreements of the
Purchaser in Section 7.3 hereof may be legally unenforceable.
SECTION 6. Survival of Representations, Warranties and
Agreements. Except as provided in Section 7.4 and,
notwithstanding any investigation made by any party to this
Agreement, all representations and warranties made by the Sellers
and the Purchaser herein and in the certificates for the
Securities delivered pursuant hereto shall survive the execution
of this Agreement, the delivery to the Purchaser of the TPS
Shares (as defined in Section 7.1(a)) being purchased and the
payment therefor for a period of two years from the Closing
Date, after which time they shall be deemed to be extinguished
and of no further force and effect.
SECTION 7. Registration of the TPS Shares; Compliance with
the Securities Act.
7.1. Registration Procedures and Expenses. TPS shall:
(a) as soon as practicable, prepare and file with the
Securities and Exchange Commission (the "Commission")
the Registration Statement on a form available for the
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sale of the shares of the common stock of TPS issued
pursuant to the exercise of the Warrants (the "TPS
Shares") by the Purchaser from time to time;
(b) use its best efforts, subject to receipt of necessary
information from the Purchasers, to cause the
Registration Statement to become effective within 180
days after the Closing;
(c) prepare and file with the Commission such amendments
and supplements to the Registration Statement and the
prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective
until all the TPS Shares have been sold pursuant
thereto or until, by reason of Rule 144(k) of the
Commission under the Securities Act or any other rule
of similar effect, the TPS Shares are no longer
required to be registered for the sale thereof by the
Purchasers;
(d) furnish to the Purchaser with respect to the TPS Shares
registered under the Registration Statement (and to
each Underwriter, if any, of such TPS Shares) such
number of copies of prospectuses and preliminary
prospectuses in conformity with the requirements of the
Securities Act and such other documents as the
Purchaser may reasonably request, in order to
facilitate the public sale or other disposition of all
or any of the TPS Shares by the Purchaser, provided,
however, that the obligation of TPS to deliver copies
of prospectuses or preliminary prospectuses to the
Purchaser shall be subject to the receipt by TPS of
reasonable assurances from the Purchaser that the
Purchaser will comply with the applicable provisions of
the Securities Act and of such other Securities or blue
sky laws as may be applicable in connection with any
use of such prospectuses or preliminary prospectuses;
(e) file documents required of TPS for normal blue sky
clearance in states specified in writing by the
Purchaser, provided, however, that TPS shall not be
required to qualify to do business or consent to
service of process in any jurisdiction in which it is
not now so qualified or has not so consented; and
(f) bear all expenses in connection with the procedures in
paragraphs (a) through (e) of this Section 7.1 and the
registration of TPS Shares pursuant to the Registration
Statement, other than fees and expenses, if any, of
counsel or other advisers to the Purchaser or the Other
Purchasers.
The Sellers understand that the Purchaser disclaims being an
underwriter with respect to TPS Shares, but the Purchaser being
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deemed an underwriter shall not relieve the Sellers of any
obligations they have hereunder.
7.2. Transfer of the TPS Shares After Registration. The
Purchaser agrees that it will not effect any disposition of TPS
Shares that would constitute a sale within the meaning of the
Securities Act except upon completion of Appendix II hereto and
otherwise as contemplated in the Registration Statement referred
to in Section 7.1.
The Purchaser acknowledges that there may occasionally be
times when TPS must suspend the use of the prospectus forming a
part of the Registration Statement until such time as an
amendment to the Registration Statement has been filed by TPS and
declared effective by the Commission, or until TPS has filed an
appropriate report with the Commission pursuant to the Securities
Exchange Act of 1934, as amended. The Purchaser hereby covenants
that it will not sell any TPS Shares pursuant to said prospectus
during the period commencing at the time at which TPS gives it
notice of the suspension of the use of said prospectus and ending
at the time TPS gives it notice that it may thereafter effect
sales pursuant to said prospectus and TPS' indemnification
obligations in Section 7.3 will not apply to sales made in
violation of this provision.
7.3. Indemnification. For the purpose of this Section 7.3:
(a) the term "Selling Shareholder" shall include the
Purchaser and any affiliate of such Purchaser;
(b) the term "Registration Statement" shall include any
preliminary prospectus, final prospectus, exhibit,
supplement or amendment included in or relating to
the Registration Statement referred to in Section 7.1;
and
(c) the term "untrue statement" shall include any untrue
statement or alleged untrue statement, or any omission
or alleged omission to state in the Registration
Statement a material fact required to be stated therein
or necessary to make the statements therein, in the
light of the circumstances under which they were made,
not misleading.
TPS agrees to indemnify and hold harmless each Selling
Shareholder from and against any losses, claims, damages or
liabilities to which such Selling Shareholder may become subject
(under the Securities Act or otherwise) insofar as such losses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, any untrue
statement of a material fact contained in the Registration
Statement on the effective date thereof, or arise out of any
failure by TPS to fulfill any undertaking included in the
Registration Statement and TPS will reimburse such Selling
-7-
PAGE
<PAGE>
Shareholder for any legal or other expenses reasonably incurred
in investigating, defending or preparing to defend any such
action, proceeding or claim, provided, however, that TPS shall
--------- -------
not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of, or is based upon, an
untrue statement made in such Registration Statement in reliance
upon and in conformity with written information furnished to TPS
by or on behalf of such Selling Shareholder specifically for use
in preparation of the Registration Statement, or the failure of
such Selling Shareholder to comply with the covenants and
agreements contained in Sections 5(b) or 7.2 hereof respecting
sale of the TPS Shares.
The Purchaser agrees to indemnify and hold harmless TPS or
the Company (and each person, if any, who controls TPS or the
Company within the meaning of Section 15 of the Securities Act,
each officer of TPS or the Company who signs the Registration
Statement and each director of TPS and the Company) from and
against any losses, claims, damages or liabilities to which TPS
or the Company (or any such officer, director or controlling
person) may become subject (under the Securities Act or
otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise
out of, or are based upon, any failure to comply with the
covenants and agreements contained in Section 5(b) or Section 7.2
hereof, or any untrue statement of a material fact contained in
the Registration Statement on the effective date thereof if such
untrue statement was made in reliance upon and in conformity with
written information furnished by or on behalf of the Purchaser
specifically for use in preparation of the Registration
Statement, and the Purchaser will reimburse TPS and the Company
(or such officer, director or controlling person), as the case
may be, for any legal or other expense reasonably incurred in
investigating, defending or preparing to defend any such action,
proceeding or claim.
Promptly after receipt by any indemnified person of a notice
of a claim or the beginning of any action in respect of which
indemnity is to be sought against an indemnifying person pursuant
to this Section 7.3, such indemnified person shall notify the
indemnifying person in writing of such claim or of the
commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought
against an indemnified person and such indemnifying person shall
have been notified thereof, such indemnifying person shall be
entitled to participate therein, and, to the extent it shall
wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to
assume the defense thereof, such indemnifying person shall not be
liable to such indemnified person for any legal expenses
subsequently incurred by such indemnified person in connection
with the defense thereof, provided, however, that if there exists
or shall exist a conflict of interest that would make it
-8-
PAGE
<PAGE>
inappropriate, in the opinion of counsel to the indemnified
person, for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its
own counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the
fees and expenses of more than one separate counsel for all
indemnified parties.
7.4. Termination of Conditions and Obligations. The
conditions precedent imposed by Section 5 or this Section 7 upon
the transferability of the Securities and the TPS Shares shall
cease and terminate as to any particular number of the Securities
or the TPS Shares when such Securities or such TPS Shares, as the
case may be, shall have been effectively registered under the
Securities Act and sold (or, in the case of the TPS Shares,
otherwise disposed of in accordance with the intended method of
disposition set forth in the Registration Statement covering such
TPS Shares) or at such time as an opinion of counsel satisfactory
to TPS and the Company shall have been rendered to the effect
that such conditions are not necessary in order to comply with
the Securities Act.
7.5. Information Available. So long as the Registration
Statement is effective covering the resale of the TPS Shares
owned by the Purchaser, TPS will furnish to the Purchaser:
(a) as soon as practicable after available (but in the case
of TPS' Annual Report to Shareholders, within 120 days
after the end of each fiscal year of TPS), one copy of
(i) its Annual Report to Shareholders (which Annual
Report shall contain financial statements audited in
accordance with generally accepted accounting
principles by a national firm of certified public
accountants), (ii) if not included in substance in the
Annual Report to Shareholders, its Annual Report on
Form 10-K, (iii) each of its Quarterly Reports to
Shareholders and, if not included in substance in its
Quarterly Reports to Shareholders, its quarterly report
on Form 10-Q, and (iv) a full copy of the particular
Registration Statement covering the TPS Shares (the
foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of the Purchaser, all
exhibits excluded by the parenthetical to subparagraph
(a)(iv) of this Section 7.5 and all other information
that is generally available to the public; and
(c) upon the reasonable request of the Purchaser, an
adequate number of copies of the prospectuses to supply
to the American Stock Exchange or any other party
requiring such prospectuses; and
-9-
PAGE
<PAGE>
TPS, upon the reasonable request of the Purchaser, will meet with
the Purchaser or a representative thereof at TPS' headquarters to
discuss all information relevant for disclosure in the
Registration Statement covering the TPS Shares and will otherwise
cooperate with any Purchaser conducting an investigation for the
purpose of reducing or eliminating such Purchaser's exposure to
liability under the Securities Act, including the production of
information at TPS' headquarters.
In addition, so long as the Shares are owned by the
Purchaser, the Company will furnish to the Purchaser (i) as soon
as practicable after available, one copy of a quarterly report to
shareholders consisting of an unaudited profit and loss statement
and a balance sheet of the Company and (ii) as soon as
practicable after available, one copy of its annual report to
shareholders consisting of an unaudited profit and loss statement
and an unaudited balance sheet of the Company.
SECTION 8. Liquidity Feature. In the event the shares of
the Common Stock of the Company have not been sold pursuant to an
underwritten public offering registered under the Securities Act
on or before December 16, 1997, the Sellers will seek to sell the
Company on the most favorable terms available prior to December
16, 1998.
SECTION 9. Broker's Fee. The parties hereto hereby
represent that there are no brokers or finders entitled to
compensation in connection with the transactions contemplated
hereby.
SECTION 10. Notices. All notices, requests, consents and
other communications hereunder shall be in writing, shall be
mailed by first-class registered or certified airmail, postage
prepaid, and shall be deemed given when so mailed:
(a) if to the Sellers, to
Thermo Process Systems, Inc.
TPST Soil Recycles of Florida Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
Attention: Sandra L. Lambert, Secretary
with a copy to:
Seth H. Hoogasian
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
-10-
PAGE
<PAGE>
or to such other persons at such other places as the Sellers
shall designate to the Purchaser in writing; and
(b) if to the Purchaser, at its address as set forth at the
end of this Agreement, or at such other address or addresses as
may have been furnished to the Sellers in writing.
SECTION 11. Changes. This Agreement may not be modified or
amended except pursuant to an instrument in writing signed by the
Sellers and the Purchaser.
SECTION 12. Headings. The headings of the various sections
of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.
SECTION 13. Severability. In case any provision contained
in this Agreement should be invalid, illegal or unenforceable in
any respect, the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.
SECTION 14. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts and Federal law.
SECTION 15. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered
to the other parties.
[Remainder of Page Intentionally Left Blank]
-11-
PAGE
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
as of the day and year first above written.
TPST SOIL RECYCLERS OF THERMO PROCESS SYSTEMS INC.
FLORIDA INC.
By:___________________________ By:___________________________
Print or Type: Name of Purchaser
(Individual or Institution):
______________________________
Name of Individual
representing Purchaser
(if an Institution):
______________________________
Title of Individual
representing Purchaser
(if an Institution):
______________________________
Signature by: Individual Purchaser or
Individual Representing
Purchaser:
______________________________
(Signature)
Address:______________________
Telephone:____________________
Telex:________________________
-12-
PAGE
<PAGE>
APPENDIX I
(one of two)
THERMO PROCESS SYSTEMS INC.
TPST SOIL RECYCLERS OF FLORIDA INC.
STOCK CERTIFICATE QUESTIONNAIRE
Please provide us with the following information:
1. The exact name that your shares of Common
Stock and Warrants are to be registered in
(this is the name that will appear on your
certificate(s)). You may use a nominee
name if appropriate: ___________________________________
2. The relationship between the Purchaser
and the Registered Holder listed in
response to item 1 above: __________________________________
3. The mailing address of the Registered
Holder listed in response
to item 1 above: ___________________________________
___________________________________
4. The Social Security Number or
Tax Identification Number of
the Registered Holder listed in
response to item 1 above: __________________________________
-13-
PAGE
<PAGE>
APPENDIX I
(two of two)
THERMO PROCESS SYSTEMS INC.
TPST SOIL RECYCLERS OF FLORIDA INC.
REGISTRATION STATEMENT QUESTIONNAIRE
In connection with the preparation of the Registration
Statement, please provide use with the following information:
1. Pursuant to the "Selling Shareholder" section of the
Registration Statement, please state your or your
organization's name exactly as it should appear in the
Registration Statement and provide the following
information, as of March 1, 1993:
________________________________
(name)
2. Number of shares of common stock of TPS beneficially
owned (meaning shares owned or controlled or which the
Purchaser has the right to acquire) by the Purchaser,
other than the Shares being purchased pursuant hereto:
________________________________
(number of shares)
3. Have you or your organization had any position, office
or other material relationship within the past three
years with TPS or its affiliates?
_______Yes ______No
If yes, please indicate the nature of any such
relationships below:
________________________________________________________________
________________________________________________________________
________________________________________________________________
-14-
PAGE
<PAGE>
APPENDIX II
THERMO PROCESS SYSTEMS INC.
TPST SOIL RECYCLERS OF FLORIDA INC.
PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE
The undersigned, [an officer of, or other person duly
authorized by]
________________________________________________________________
[fill in official name of individual or institution]
hereby certifies that he/she [said institution] is the Purchaser
of the shares or warrants evidenced by the attached stock or
warrant certificate, and as such, sold such shares or warrants on
________________ in accordance with registration statement
number __________________________
[fill in the number of or
otherwise identify registration
statement]
______________________________and the requirement of delivering a
current prospectus and current annual and quarterly reports by
the Company has been complied with in connection with such sale.
Print or Type:
Name of Purchaser (Individual or
Institution): ____________________________
Name of Individual representing
Purchaser (if an Institution):
_____________________________
Title of Individual representing
Purchaser (if an Institution):
_____________________________
Signature by:
Individual Purchaser (or Individual
representing Purchaser
(if an Institution)): _____________________________
-15-
EXHIBIT 5.1
Thermo TerraTech Inc.
81 Wyman Street
Waltham, MA 02254-9046
April 3, 1996
Thermo TerraTech Inc.
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-2 Relating to
Warrants to Purchase 700,500 Shares of Common
Stock and 700,500 Shares of Common Stock
Issuable Upon Exercise of Such Warrants
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-2 (the "Registration Statement"), of
(i) Common Stock Purchase Warrants (the "Warrants") to purchase
700,500 shares of Common Stock, par value $.10 per share (the
"Common Stock"), of the "Company, and (ii) the issuance of
700,500 shares of Common Stock (the "Shares") that may be
acquired upon exercise of the Warrants.
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 Warrants and 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 Warrants have been duly authorized and validly
issued by the Company.
3. The issuance and sale of the Shares has been duly
authorized by the Company. The Shares, when issued and sold upon
exercise of the Warrants in accordance with their terms, will be
validly issued, fully paid and nonassessable.
PAGE
<PAGE>
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 matter
discussed in Note 14 as to which the date is June 2, 1995)
included in Thermo Terra Tech Inc.'s 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
March 25, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our report dated October 26, 1994, included in Thermo
TerraTech, Inc.'s (formerly Thermo Process Systems, Inc.)
Registration Statement on Form S-2, and to other references to
our Firm included in or made a part of the Registration
Statement.
March 26, 1996 TROUT, EBERSOLE & GROFF, LLP
Lancaster, Pennsylvania Certified Public Accountants
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Thermo TerraTech Inc.:
We consent to the use of our report incorporated by reference to
our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Boston, Massachusetts
March 26, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC AUDITORS
The Board of Directors
Thermo TerraTech Inc.:
We consent to the inclusion herein of our report dated April 29,
1994, with respect to the consolidated balance sheets of
Remediation Technologies, Inc. and subsidiary as of December 31,
1993 and 1992, and the related consolidated statements of
earnings, stockholders' equity and cash flows for the years then
ended.
NARDELLA & TAYLOR
Lexington, Massachusetts
March 25, 1996
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-2 and related
Prospectus of Thermo TerraTech Inc. for the registration of (i)
warrants to purchase 700,500 shares of its common stock and (ii)
the shares of common stock underlying such warrants, and to the
incorporation by reference therein of our report dated February
28, 1995 with respect to the financial statements of RETEC/TETRA
L.C. included in the Current Report on Form 8-K/A of Thermo
TerraTech Inc. dated December 8, 1995 filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
March 26, 1996
EXHIBIT 99
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows, pursuant to Section 242 of
the General Corporation Law of the State of Delaware:
1. That Article FIRST of the Restated Certificate of
Incorporation of the Corporation, as restated on July 24, 1986
and amended on September 29, 1988 and on October 19, 1989, is
hereby amended to change the name of the Corporation to Thermo
TerraTech Inc. and that such amendment is hereby effected by
deleting said Article in its entirety and inserting the following
in substitution therefor:
"Article FIRST: The name of the Corporation is:
Thermo TerraTech Inc."
2. That the Board of Directors of the Corporation at a
meeting held on December 13, 1995 duly adopted the following
resolution:
RESOLVED: That the Directors recommend that the Shareholders
of the Corporation approve an amendment to the
Corporation's Certificate of Incorporation
changing the name of the Corporation to Thermo
TerraTech Inc.
PAGE
<PAGE>
3. That the amendment to the Corporation's Restated
Certificate of Incorporation was duly adopted by the affirmative
vote of Stockholders of the Corporation holding in excess of 50%
of the shares of Common Stock, $.10 par value per share, of the
Corporation in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused
this Certificate of Amendment to be signed by John P. Appleton
its President and Chief Executive Officer and attested to by
Sandra L. Lambert, its Secretary, this 13th day of December,
1995.
Thermo Process Systems Inc.
By: /s/ John P. Appleton
John P. Appleton
President and Chief
Executive Officer
Attest:
By: /s/ Sandra L. Lambert
Sandra L. Lambert, Secretary
PAGE
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows, pursuant to Section 242 of
the General Corporation Law of the State of Delaware:
1. That Article FOURTH of the Restated Certificate of
Incorporation of the Corporation, as restated on July 24, 1986
and amended on September 29, 1988, is hereby amended to increase
the number of authorized shares of the Corporation's Common
Stock, $0.10 par value per share, from 20,000,000 shares to
30,000,000 shares and that such amendment is hereby effected by
deleting said Article in its entirety and inserting the following
in substitution therefor:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Thirty Million
(30,000,000) and the par value of each share is Ten Cents
($0.10)."
2. That the Board of Directors of the Corporation at a
meeting held on August 14, 1989, duly adopted the following
resolution:
RESOLVED, that the Board of Directors hereby recommends that
the Shareholders of the Corporation, at the
meeting called for September 21, 1989, approve an
amendment to the Corporation's Certificate of
Incorporation increasing number of shares of
PAGE
<PAGE>
Common Stock, $.10 Par Value from 20 million
shares to 30 million shares.
3. That the amendment to the Corporation's Restated
Certificate of Incorporation was duly adopted by affirmative vote
of Stockholders of the Corporation holding in excess of 50% of
the shares of Common Stock, $0.10 par value per share, of the
Corporation in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused
this Certificate of Amendment to be signed by Walter J.
Bornhorst, its Chairman of the Board of Directors, Chief
Executive Officer and President, and attested by Paul F. Ferrari,
its Secretary, this 2nd day of October, 1989.
THERMO PROCESS SYSTEMS INC.
By: /s/ Walter J. Bornhorst `
Walter J. Bornhorst,
Chairman of the Board and
Chief Executive Officer
ATTEST:
By: /s/ Paul F. Ferrari
Paul F. Ferrari,
Secretary
PAGE
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows, pursuant to Section 242 of
the General Corporation Law of the State of Delaware:
1. That Article FOURTH of the Restated Certificate of
Incorporation of the Corporation, as restated on July 24, 1986,
is hereby amended to increase the number of authorized shares of
the Corporation's Common Stock, $0.10 par value per share, from
10,000,000 shares to 20,000,000 shares and that such amendment is
hereby effected by deleting said Article in its entirety and
inserting the following in substitution therefor:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Twenty Million
(20,000,000) and the par value of each share is Ten Cents
($0.10)."
2. That the Board of Directors of the Corporation at a
meeting held on May 26, 1988, duly adopted the following
resolution:
RESOLVED: That the Board of Directors recommend to the
Stockholders the approval of an amendment to the
Corporation's Restated Certificate of
Incorporation to increase the Corporation's
authorized voting Common Stock, $.10 par value
from 10,000,000 to 20,000,000 shares.
PAGE
<PAGE>
3. That the amendment to the Corporation's Restated
Certificate of Incorporation was duly adopted by affirmative vote
of Stockholders of the Corporation holding in excess of 50% of
the shares of Common Stock, $0.10 par value per share, of the
Corporation in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused
this Certificate of Amendment to be signed by Walter J.
Bornhorst, its Chairman of the Board of Directors, Chief
Executive Officer and President, and attested by Paul F. Ferrari,
its Secretary, this 26th day of September, 1988.
THERMO PROCESS SYSTEMS INC.
By: /s/ Walter J. Bornhorst
Walter J. Bornhorst,
Chairman of the Board,
Chief Executive Officer
and President
ATTEST:
By: /s/ Paul F. Ferrari
Paul F. Ferrari,
Secretary
PAGE
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as
follows: The date of filing of its original Certificate of
Incorporation with the Secretary of the State of Delaware was May
30, 1986. This Restated Certificate of Incorporation restates
and integrates all amendments to the Restated Certificate of
Incorporation of this corporation, filed with the Secretary of
State of Delaware on June 23, 1986, and has been duly adopted by
the written consent of the sole stockholder of this corporation
in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.
FIRST. The name of the corporation is Thermo Process
Systems Inc.
SECOND. The address of its registered office in the State of
Delaware if No. 1209 Orange Street, in the City of
Wilmington 19805, County of New Castle. The name of
its registered agent at such address is Corporation
Trust Company.
THIRD. The purpose of the corporation is to engaged in any
lawful act or activity for which corporations may be
organized under the General Corporation Law of the
State of Delaware.
FOURTH. The total number of shares of stock which the
corporation shall have the authority to issue is Ten
Million (10,000,000), and the par value of each of such
shares is Ten Cents ($0.10), amounting in the aggregate
to One Million and No/100 Dollars ($1,000,000).
FIFTH. The Board of Directors shall have the power to adopt,
amend or repeal the By-Laws.
SIXTH. No director shall be personally liable to the
corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by
applicable law (i) for breach of the director's duty of
loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction
from which the director derived an improper personal
PAGE
<PAGE>
benefit. No amendment to or repeal of this Article
SIXTH shall apply to or have any effect on the
liability or alleged liability of any director of the
corporation for or with respect to any acts or
omissions of such director occurring prior to such
amendment.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been executed on behalf of the undersigned corporation by its
duly authorized officer and attested to by its duly authorized
Secretary this 23rd day of July, 1986.
THERMO PROCESS SYSTEMS INC.
By: /s/ Peter G. Pantazelos
Peter G. Pantazelos
Vice President and Chief
Financial Officer
ATTEST:
By: /s/ Paul F. Ferrari
Paul F. Ferrari
Secretary
