As filed with the Securities and Exchange
Commission on March 29, 1996
Registration No. 33-87648
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1 TO
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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______________________
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.
[ ]
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
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consisting of (i) 227,250 shares of Thermo Remediation's common
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)
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Fred Holubow (3) 16,500 16,500 0
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
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William W. Harris Trust dated 6/22/84; and trustees of the
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
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Exercise Date, and the purchaser will be deemed for all purposes
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
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of Common Stock by reclassification or otherwise, (c) combines
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.
17
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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.
18
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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
19
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<PAGE>
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(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
20
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<PAGE>
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
21
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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 Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth
of Massachusetts, on this 29th day of March, 1996.
THERMO TERRATECH INC.
By: /s/ John P. Appleton
John P. Appleton
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to 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 March 29, 1996
John P. Appleton Executive Officer)
and Director
John N. Hatsopoulos* Vice President (Chief March 29, 1996
John N. Hatsopoulos Financial Officer)
and Director
Paul F. Kelleher* Chief Accounting March 29, 1996
Paul F. Kelleher Officer
_____________________ Director March __, 1996
George N. Hatsopoulos
Donald E. Noble* Director March 29, 1996
Donald E. Noble
William A. Rainville* Chairman of the Board March 29, 1996
William A. Rainville and Director
Polyvios C. Vintiadis* Director March 29, 1996
Polyvios C. Vintiadis
_____________________ Director March __, 1996
Paul E. Tsongas
__________
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<PAGE>
* The undersigned, Sandra L. Lambert, by signing her name
hereto, does hereby execute this Amendment No. 1 to 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
23
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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).
Lease Amending Agreement dated January 1, 1995,
10.6 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).
License Agreement, dated December 30, 1989,
10.7 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
------ --------- ----
License Agreement dated June 26, 1992, by and
10.8 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).
Exclusive License and Marketing Agreement dated
10.9 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).
Form of Indemnification Agreement with Directors
10.10 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).
Development Agreement dated September 15, 1991,
10.11 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).
Amended and Restated Development Agreement dated
10.12 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).
Asset Transfer Agreement dated as of October 1,
10.13 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).
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Exhibit
Number Reference Page
------ --------- ----
Exclusive License Agreement dated as of October
10.14 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).
Non-Competition and Non-Disclosure Agreement
10.15 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).
Tax Allocation Agreement dated as of June 1, 1992
10.16 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).
Agreement of Partnership dated May 16, 1994 among
10.17 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).
Promissory Note dated May 16, 1994 issued by the
10.18 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).
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Exhibit
Number Reference Page
------ --------- ----
Agreement of Dissolution of Partnership dated May
10.19 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).
Stock Purchase Agreement dated May 9, 1995
10.20 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).
Note dated May 17, 1995 from the Registrant to
10.21 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).
Stock Purchase and Note Issuance Agreement dated
10.22 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).
$2,650,000 principal amount Subordinated
10.23 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).
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Exhibit
Number Reference Page
------ --------- ----
Asset Purchase Agreement dated as of November 19,
10.24 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).
First Addendum, dated as of August 7, 1994, to
10.25 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).
Promissory Note in the principal amount of
10.26 $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).
Security Agreement dated as of August 7, 1994
10.27 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).
Escrow Agreement dated as of the 1st day of
10.28 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).
Form of Non-Negotiable Common Stock Purchase
10.29 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).
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Exhibit
Number Reference Page
------ --------- ----
Master Repurchase Agreement dated January 1, 1994
10.30 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).
Master Reimbursement Agreement dated January 1,
10.31 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).
Incentive Stock Option Plan of the Registrant
10.32 (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).
Nonqualified Stock Option Plan of the Registrant
10.33 (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).
Deferred Compensation Plan for Directors of the
10.34 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).
Equity Incentive Plan of the Registrant (filed as
10.35 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).
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Exhibit
Number Reference Page
------ --------- ----
Directors Stock Option Plan, as amended effective
10.36 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).
Severance Agreement with Thomas P. Plunkett dated
10.37 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).
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.
Thermo Process Systems Inc. - Thermo Remediation
10.38 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).
Thermo Electron Corporation Incentive Stock
10.39 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).
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Exhibit
Number Reference Page
------ --------- ----
Thermo Electron Corporation Nonqualified Stock
10.40 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).
Thermo Electron Corporation Equity Incentive Plan
10.41 (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).
Thermo Electron Corporation - Thermedics Inc.
10.42 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).
Thermo Electron Corporation - Thermo Instrument
10.43 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).
32
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Electron Corporation - Thermo Instrument
10.44 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).
Thermo Electron Corporation - Thermo TerraTech
10.45 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).
Thermo Electron Corporation - Thermo Power
10.46 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).
Thermo Electron Corporation - Thermo
10.47 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).
33
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Electron Corporation - Thermo Ecotek
10.48 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).
Thermo Electron Corporation - ThermoTrex
10.49 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).
Thermo Electron Corporation - Thermo Fibertek
10.50 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).
Thermo Electron Corporation - Thermo Voltek Corp.
10.51 (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).
Thermo Ecotek Corporation (formerly, Thermo
10.52 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).
34
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Ecotek Corporation (formerly, Thermo
10.53 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).
Thermo Ecotek Corporation (formerly Thermo Energy
10.54 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).
Thermedics Inc. Nonqualified Stock Option Plan
10.55 (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).
Thermedics Inc. Incentive Stock Option Plan
10.56 (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).
Thermedics Inc. Equity Incentive Plan (filed as
10.57 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).
35
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermedics Inc. - Thermedics Detection Inc.
10.58 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).
Thermo Cardiosystems Inc. Incentive Stock Option
10.59 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).
Thermo Cardiosystems Inc. Nonqualified Stock
10.60 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).
Thermo Cardiosystems Inc. Equity Incentive Plan
10.61 (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).
Thermo Voltek Corp. (formerly Universal
10.62 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).
36
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Voltek Corp. (formerly Universal
10.63 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).
Thermo Voltek Corp. Equity Incentive Plan (filed
10.64 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).
Thermo Instrument Systems Inc. Incentive Stock
10.65 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).
Thermo Instrument Systems Inc. Nonqualified Stock
10.66 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).
Thermo Instrument Systems Inc. Equity Incentive
10.67 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).
37
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Instrument Systems Inc. (formerly Thermo
10.68 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).
Thermo Instrument Systems Inc. (formerly Thermo
10.69 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).
Thermo Instrument Systems Inc. - ThermoSpectra
10.70 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).
ThermoSpectra Corporation Equity Incentive Plan
10.71 (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).
ThermoTrex Corporation (formerly Thermo Electron
10.72 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).
38
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
ThermoTrex Corporation (formerly Thermo Electron
10.73 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).
ThermoTrex Corporation - ThermoLase Corporation
10.74 (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).
ThermoLase Corporation (formerly ThermoLase Inc.)
10.75 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).
ThermoLase Corporation (formerly ThermoLase Inc.)
10.76 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).
ThermoLase Corporation Equity Incentive Plan
10.77 (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).
39
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Fibertek Inc. Incentive Stock Option Plan
10.78 (filed as Exhibit 10(k) to Thermo Fibertek's
Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
Thermo Fibertek Inc. Nonqualified Stock Option
10.79 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).
Thermo Fibertek Inc. Equity Incentive Plan (filed
10.80 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).
Thermo Power Corporation (formerly Tecogen Inc.)
10.81 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).
Thermo Power Corporation (formerly Tecogen Inc.)
10.82 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).
Thermo Power Corporation Equity Incentive Plan
10.83 (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).
40
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Remediation Inc. Equity Incentive Plan
10.84 (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).
Thermedics Detection Inc. Equity Incentive Plan
10.85 (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).
Thermo Electron Corporation - Thermo BioAnalysis
10.86 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).
Thermo Electron Corporation - ThermoLyte
10.87 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).
Thermo Electron Corporation - Thermo Remediation
10.88 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).
Thermo Electron Corporation - ThermoSpectra
10.89 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).
Thermo Electron Corporation - ThermoLase
10.90 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).
41
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Electron Corporation - ThermoQuest
10.91 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).
Thermo Electron Corporation - Thermo Optek
10.92 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).
Thermo Electron Corporation - Thermo Sentron Inc.
10.93 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).
Thermo Electron Corporation - Trex Medical
10.94 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).
Thermedics Inc. - Thermo Sentron Inc.
10.95 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).
Thermo Sentron Inc. Equity Incentive Plan (filed
10.96 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).
Thermo Instrument Systems Inc. - Thermo
10.97 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).
42
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
Thermo Instrument Systems Inc. - ThermoQuest
10.98 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).
Thermo BioAnalysis Corporation Equity Incentive
10.99 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).
Thermo Optek Corporation Equity Incentive Plan
10.100 (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).
ThermoQuest Corporation Equity Incentive Plan
10.101 (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).
ThermoTrex Corporation - Trex Medical Corporation
10.102 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).
Trex Medical Corporation Equity Incentive Plan
10.103 (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).
Thermo Power Corporation - ThermoLyte Corporation
10.104 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).
43
PAGE
<PAGE>
Exhibit
Number Reference Page
------ --------- ----
ThermoLyte Corporation Equity Incentive Plan
10.105 (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).
The Registrant's Quarterly Report on Form 10-Q
13.1 for the fiscal quarter ended December 30, 1995
[File No. 1-9549] (incorporated herein by
reference).
23.1* Consent of Arthur Andersen LLP
Consent of Trout, Ebersole & Groff
23.2*
Consent of KPMG Peat Marwick LLP
23.3*
Consent of Nardella & Taylor
23.4*
Consent of Ernst & Young LLP
23.5*
Consent of Seth H. Hoogasian, Esq. (contained in
23.6 Exhibit 5.1)
24.1 Power of Attorney
The Registrant's Restated Certificate of
99* Incorporation, as amended.
_____________________
*Filed herewith. All other exhibits previously filed.
44
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 Amendment No. 1 to
Form S-2 (No. 33-87648) 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
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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
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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.
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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
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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
