THERMO TERRATECH INC
POS AM, 1999-08-18
TESTING LABORATORIES
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   As filed with the Securities and Exchange Commission on August 18, 1999

                                                    Registration No. 333-05263

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-3
                         Post-Effective Amendment No. 1
                                       To
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                              Thermo TerraTech Inc.
             (Exact name of registrant as specified in its charter)

      Delaware                                          04-2925807
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

                                 85 First Avenue
                          Waltham, Massachusetts 02451
                                 (781) 370-1640
    (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, Massachusetts 02454-9046
                                 (781) 622-1000
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copies to:
                             Seth H. Hoogasian, Esq.
                                 General Counsel
                              Thermo TerraTech Inc.
                         C/o Thermo Electron Corporation
                                 81 Wyman Street
                                  P.O. Box 9046
                        Waltham, Massachusetts 02454-9046
                                 (781) 622-1000
                            ----------------------


<PAGE>


      Approximate  date of commencement  of proposed sale to public:  As soon as
practicable after the Registration Statement has become effective.

      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 this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act of 1933,  check the following
box and list the Securities  Act  registration  statement  number of the earlier
effective registration statement for the same offering. [ ]

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under  the  Securities  Act of  1933,  check  the  following  box and  list  the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]

                            ----------------------


      This post-effective  amendment removes from registration  3,037,736 shares
of  Thermo  TerraTech  Inc.'s  common  stock,  $.10 par  value  per  share.  The
registrant  was  obligated to maintain the  effectiveness  of this  registration
statement  until all the shares offered hereby were eligible for resale pursuant
to Rule 144(k) under the Securities Act of 1933, as amended.  Because the shares
covered hereby are eligible for resale  pursuant to Rule 144(k),  the registrant
hereby removes these shares of Common Stock from registration.  The registration
is hereby terminated.




<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-3 (Reg. No. 333-05263) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 18th day of August, 1999.

                                        THERMO TERRATECH INC.


                                        By:  /s/ John P. Appleton
                                             --------------------------------
                                             John P. Appleton
                                             President and Chief Executive
                                             Officer


Signature                          Title                         Date
- ---------                          -----                         ----
                                   President, Chief              August 18, 1999
/s/ John P. Appleton               Executive Officer and
- --------------------------         Director (Principal
John P. Appleton                   Executive Officer)

/s/ Theo Melas-Kyriazi             Chief Financial Officer       August 18, 1999
- --------------------------         (Principal Financial
Theo Melas-Kyriazi                 Officer)


/s/ Paul F. Kelleher*              Chief Accounting Officer      August 18, 1999
- --------------------------         (Principal Accounting
Paul F. Kelleher                   Officer)


/s/ John N. Hatsopoulos*           Director                      August 18, 1999
- --------------------------
John N. Hatsopoulos

- --------------------------         Director                      August 18, 1999
Brian D. Holt

/s/ Donald E. Noble*               Director                      August 18, 1999
- --------------------------
Donald E. Noble

/s/ William A. Rainville*          Director                      August 18, 1999
- --------------------------
William A. Rainville

/s/ Polyvios A. Vintiadis*         Chairman of the Board of      August 18, 1999
- --------------------------         Directors
Polyvios A. Vintiadis




<PAGE>


* The  undersigned  Seth H. Hoogasian,  by signing his name hereto,  does hereby
execute this Post-Effective  Amendment No. 1 to Registration Statement on behalf
of the above-named  signatories to the Registration Statement pursuant to powers
of attorney  executed by such persons and filed with the Securities and Exchange
Commission.


                                        /s/ Seth H. Hoogasian
                                        --------------------------------
                                        Seth H. Hoogasian
                                        Attorney-in-Fact



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