As filed with the Securities and Exchange Commission on December 21, 1995.
Registration No. 033-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMO POWER CORPORATION
(Exact name of registrant as specified in its charter)
_______________
DELAWARE 13-1946800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of Principal Executive Offices) (Zip Code)
THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
(Full Title of Plan)
Sandra L. Lambert, Secretary
Thermo Power Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Power Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
registered registered Price Per Offering Price Fee
Share
Common Stock,
$.10 par 225,000
value per shares (1) $13 3/8 (2) $3,009,375 (2) $602 (2)
share
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and an
indeterminate number of shares of the Registrant's Common Stock as may be
issuable in connection with adjustments under such plan to reflect certain
changes in the Registrant's capital structure, including stock dividends or
stock split-ups.
_______________
(1) The number of shares of Common Stock which will actually be issued under
the Plan cannot be determined at this time, as the number of shares of
Common Stock purchased by the Plan Administrator pursuant to the Plan
will depend on the amount of contributions to be used to purchase shares
of the Registrant's Common Stock in the open market and the prevailing
market prices.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering
price has been based upon (1) the registration hereunder of an aggregate
of 225,000 shares and (2) the average of the high and low sales prices,
$13 1/2 and $13 1/4, respectively, of the Registrant's Common Stock on
the American Stock Exchange on December 19, 1995 as reported in The Wall
Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the MoneyMatch Plus Plan (the "Plan") of Thermo
Electron Corporation, the parent company of Thermo Power Corporation (the
"Registrant" or the "Company") pursuant to Rule 428(b) (1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1995.
(b) 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.
All reports or proxy statements filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective dates of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is
also General Counsel of Thermo Electron Corporation, the majority stockholder
of the Company, and owns or has the right to acquire, pursuant to the
exercise of stock options, shares of the Common Stock of the Company, of
Thermo Electron Corporation, and of certain of Thermo Electron's
subsidiaries, the fair market value of which exceeds $50,000.
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Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the
Company's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed
to be in, or not opposed to, the best interests of the Company, and with
respect to any criminal action or proceeding, actions that the indemnitee had
no reasonable cause to believe were unlawful. The Company also has
indemnification agreements with its directors and officers that provide for
the maximum indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which insures the
directors and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in connection
with the performance of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 20th day of December, 1995.
THERMO POWER CORPORATION
By: Marshall J. Armstrong
-----------------------
Marshall J. Armstrong
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Power
Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan
W. Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chief Executive Officer
Marshall J. Armstrong and Chairman of the Board December 20, 1995
Marshall J. Armstrong
Vice President, Chief
John N. Hatsopoulos Financial Officer and Director December 20, 1995
John N. Hatsopoulos
Paul F. Kelleher Chief Accounting Officer December 20, 1995
Paul F. Kelleher
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Signature Title Date
Peter O. Crisp Director December 20, 1995
Peter O. Crisp
George N. Hatsopoulos Director December 20, 1995
George N. Hatsopoulos
Robert C. Howard Director December 20, 1995
Robert C. Howard
Donald E. Noble Director December 20, 1995
Donald E. Noble
Paul E. Tsongas Director December 20, 1995
Paul E. Tsongas
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth
of Massachusetts, on the 20th day of December, 1995.
Thermo Electron Corporation MoneyMatch Plus Plan
By: Thermo Electron Corporation,
Plan Administrator
By: Jonathan W. Painter
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Jonathan W. Painter, Treasurer
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EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of Seth H. Hoogasian, Esq. 8
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24 Power of Attorney (see signature pages
to this Registration Statement).
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EXHIBIT 5
THERMO POWER CORPORATION
81 Wyman Street
Waltham, MA 02254
December 20, 1995
Thermo Power Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8
Dear Sirs:
I am General Counsel to Thermo Power Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in
connection with the registration under the Securities Act of
1933, as amended, on Form S-8 (the "Registration Statement"), of
225,000 shares of the Company's Common Stock, $.10 par value per
share (the "Shares").
I or a member of my staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
staff have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of all
corporate records, documents, agreements or other instruments of
the Company and have made all investigations of law and have
discussed with the Company's representatives all questions of
fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
State of Delaware.
2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
3. The Shares, when issued and sold in accordance with the
provisions of the Thermo Electron Corporation MoneyMatch Plus
Plan will be validly issued, fully paid and nonassessable.
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Thermo Power Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated November 3, 1995 included in Thermo Power
Corporation's Form 10-K for the year ended September 30, 1995 and
to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 1995
