As filed with the Securities and Exchange
Commission on April 23, 1996
Registration No. 33-87648
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
WITHDRAWAL OF
FORM S-2
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO TERRATECH INC.
(Formerly, Thermo Process Systems 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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Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, the Registrant hereby applies to withdraw this
Registration Statement as soon as practicable.
The Registrant (under its former name, Thermo Process
Systems Inc.) originally filed this Registration Statement in
December 1994. When the Registrant sought to have this
Registration Statement declared effective, it determined that it
was not then eligible to register its securities on Form S-2.
On April 4, 1996, the Registrant, now eligible to register
its securities on Form S-2, filed a new registration statement
(Reg. No. 333-02269) with respect to the same securities it had
previously sought to register pursuant to this Registration
Statement. The Commission staff has advised the Registrant that
the withdrawal of this Registration Statement is a condition to
the acceleration of effectiveness of such subsequent registration
statement.
Accordingly, the Registrant wishes to withdraw this
Registration Statement pursuant to Rule 477(a).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Withdrawal of Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth
of Massachusetts, on this 22nd day of April, 1996.
THERMO TERRATECH INC.
By: /s/ Sandra L. Lambert
Sandra L. Lambert
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Withdrawal of 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 22, 1996
John P. Appleton Executive Officer)
and Director
John N. Hatsopoulos* Vice President (Chief April 22, 1996
John N. Hatsopoulos Financial Officer)
and Director
Paul F. Kelleher* Chief Accounting April 22, 1996
Paul F. Kelleher Officer
_____________________ Director April __, 1996
George N. Hatsopoulos
Donald E. Noble* Director April 22, 1996
Donald E. Noble
William A. Rainville* Chairman of the Board April 22, 1996
William A. Rainville and Director
Polyvios C. Vintiadis* Director April 22, 1996
Polyvios C. Vintiadis
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<PAGE>
_____________________ Director April __, 1996
Paul E. Tsongas
__________
* The undersigned, Sandra L. Lambert, by signing her name
hereto, does hereby execute this Withdrawal of Registration
Statement on behalf of each of the above-named persons pursuant
to powers of attorney executed by such persons and filed with the
Securities and Exchange Commission.
/s/ Sandra L. Lambert
Sandra L. Lambert
Attorney-in-Fact
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