As filed with the Securities and Exchange
Commission on August 27, 1997
Registration No. 333-28947
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
Amendment No. 1 to
FORM S-3
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO ECOTEK CORPORATION
(Exact name of registrant as specified in its charter)
------------------
Delaware 04-3072335
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
245 Winter Street
Suite 300
Waltham, Massachusetts 02154
(617) 370-1500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo Ecotek Corporation
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 Ecotek Corporation
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
----------------------
PAGE
<PAGE>
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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, other than securities
offered only in connection with dividend or interest reinvestment
plans, 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,
please 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, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE 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.
PAGE
<PAGE>
PROSPECTUS
3,030,303 Shares
THERMO ECOTEK CORPORATION
Common Stock
This Prospectus relates to the resale of 3,030,303 shares
(the "Shares") of Common Stock, par value $.10 per share (the
"Common Stock"), of Thermo Ecotek Corporation (the "Company")
issuable upon conversion of $50,000,000 principal amount of the
Company's outstanding 4-7/8% Convertible Subordinated Debentures
due 2004 (the "Debentures"). The Debentures are convertible, at
the option of the holder (a "Selling Shareholder"), at a
conversion price of $16.50 per share, subject to adjustment for
certain events. The Shares may be offered from time to time in
transactions on the American Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, 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. Such transactions may be effected by the sale of the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the sellers and/or the purchasers of the Shares
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
sellers of the Shares and any broker-dealer who acts in
connection with the sale of Shares 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 commission
received by them and profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
None of the proceeds from the sale of the Shares 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 advisors
to the sellers of the Shares) in connection with the registration
and sale of the Shares being registered hereby. The Company has
agreed to indemnify the sellers of the Shares against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
-------------
PAGE
<PAGE>
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 ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any offer to buy any
security other than the securities covered by this Prospectus,
nor does it constitute an offer to or solicitation of any person
in any jurisdiction in which such offer or solicitation may not
be lawfully made.
___________, 1997
1
PAGE
<PAGE>
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 following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, Suite 1300, New York, New York 10048. 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 Commission also maintains a Web
site at (http:\\www.sec.gov). 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 offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
The Company has filed with the Commission a registration
statement (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect
to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement,
copies of which may be obtained upon payment of the fees
prescribed by the Commission from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade
Center, New York, New York, 10048 and at 500 West Madison Street,
Chicago, Illinois, 60661.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Secretary, Thermo Ecotek Corporation, 81 Wyman
Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
2
PAGE
<PAGE>
THE COMPANY
The Company provides a range of environmentally responsible
technologies and products, including nonutility electric power
generation using clean combustion processes and engineered clean
fuels, as well as environmentally friendly pest control products
through its biopesticides subsidiary, Thermo Trilogy Corporation
("Thermo Trilogy"). The Company's strategy is to leverage its
experience with environmental technologies to take advantage of
domestic and international opportunities created by increasingly
strict environmental regulation and increased demand for
non-utility electric power generation. The Company intends to
follow this strategy through the pursuit of project development,
joint venture and acquisition opportunities in the U.S. and
abroad in which the Company's project and technical expertise can
potentially enhance plant performance and profitability or take
advantage of emerging market opportunities in environmentally
responsible technologies.
The Company has extensive experience in all aspects of power
project development, including permitting, regulatory compliance,
utility interface, financing, fuel procurement, construction
management, operations and maintenance. Since 1987, the Company
has owned and operated facilities fueled by agricultural and wood
waste, including urban wood waste (referred to as "biomass").
The Company currently operates seven such facilities representing
total electric generating capacity of 140 megawatts. Due to the
current high relative cost of constructing and operating biomass
fueled plants, the Company is not currently considering the
development of new biomass projects in the United States.
However, were these market conditions to change, the Company
would consider biomass as a potential fuel source in future
domestic projects. The Company is considering the development of
new international biomass projects in countries where market
conditions support profitable biomass operations. In developing
new projects, the Company expects to focus on its core strengths
of project development and operations, and intends not to act as
a general contractor for the construction of projects, but
instead will seek to enter into turnkey construction contracts
with third parties. The Company develops its projects and
operates its facilities through joint ventures or limited
partnerships in which the Company has a majority interest or
through wholly owned subsidiaries (the "Operating Companies").
Except where the context otherwise requires, any reference herein
to the Company includes the Operating Companies.
The Company, through two Operating Companies, has entered
into a limited partnership agreement with KFX Wyoming, Inc., a
subsidiary of KFX Inc., to develop, construct and operate a
500,000 ton per year subbituminous coal beneficiation plant near
Gillette, Wyoming. The plant will utilize certain patented clean
coal technology to produce "K-Fuel," a low moisture, high energy
fuel with reduced sulfur. The Company expects to begin
commercial operation of the facility by the end of calendar 1997.
3
PAGE
<PAGE>
However, because the technology being developed at the facility
is new and untested, no assurance can be given that the Company
will be able to commence commercial activities prior to the end
of calendar 1997, or at all.
In January 1996, the Company entered into a joint
development agreement with a Czech/American development company
to focus on expansion and environmental retrofits of existing
Czech energy centers, and in September 1996, the Company formed a
joint venture with Marcegaglia Group of Mantova, Italy, to
develop, own and operate biomass-fueled electric power facilities
in that country. The Company intends to pursue additional
project development and acquisition opportunities both in the
United States and internationally. Projects are expected to
include power generation in international markets and "clean
fuels" production and processing facilities such as the Gillette,
Wyoming project. Projects may also include natural gas
infrastructure facilities and investments in other environmental
businesses in the future.
In May, 1996, Thermo Trilogy acquired a business unit of
W.R. Grace & Co. ("Grace") specializing in the manufacture and
distribution of botanical extracts and microbial pesticide
products. The botanical extracts, derived from the tropical
"neem" tree, and the microbials developed at Grace control
agricultural pests without endangering beneficial insects. More
recently, Thermo Trilogy acquired the business of biosys, inc., a
producer of pheromone, neem/azadiractin, nematodes and
virus-based pesticide products, as well as disease resistant
sugar cane.
The Company operated as a segment of the Energy Systems
Division (the "Division") of Thermo Electron Corporation ("Thermo
Electron") from 1979 until its incorporation in Delaware in
November 1989. Upon the Company's incorporation, Thermo Electron
transferred certain of the assets and business of the Division to
the Company in exchange for 10,500,000 shares of the Company's
Common Stock and the assumption by the Company of certain
liabilities of the Division. In December 1994, the name of the
Company was changed from Thermo Energy Systems Corporation to
Thermo Ecotek Corporation. As of June 28, 1997, Thermo Electron
owned approximately 87% of the Company's outstanding Common
Stock. The Company's principal executive offices are located at
245 Winter Street, Suite 300, Waltham, Massachusetts 02154, and
its telephone number is (617) 370-1500.
SELLING SHAREHOLDERS
The Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and the names of the
4
PAGE
<PAGE>
Selling Shareholders who may sell the Shares. There is no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
principal amount of the Shares that will be held by the Selling
Shareholders after completion of this offering.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
Shareholders had any material relationship with the Company
within the three year period ending on the date of this
Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended September 28, 1996, as amended.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 28, 1996.
(3) The Company's Current Report on Form 8-K, filed with
the Commission on January 17, 1997, as amended, with
respect to the acquisition of biosys, inc.
(4) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1997.
(5) The Company's Current Report on Form 8-K, filed with
the Commission on April 16, 1997, with respect to the
sale of the Debentures.
(6) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 28, 1997.
(7) The Company's Current Report on Form 8-K, filed with
the Commission on August 26, 1997, with respect to
certain financial statements of biosys, inc.
(8) 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.
5
PAGE
<PAGE>
All reports or proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. 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 modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon by Seth H. Hoogasian, Esq., General Counsel of the
Company. Mr. Hoogasian owns or has the right to acquire,
pursuant to the exercise of stock options, shares of the Common
Stock of the Company the fair market value of which exceeds
$50,000.
EXPERTS
The financial statements and schedule of the Company for the
three fiscal years ended September 28, 1996, incorporated in this
Prospectus by reference to the Company's Annual Report on Form
10-K for the fiscal year ended September 28, 1996 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 biosys, inc. for the three years
ended December 31, 1995, incorporated in this Prospectus by
reference to Amendment No. 1 to the Company's Current Report on
Form 8-K/A dated January 17, 1997, except as they relate to the
amounts included for Crop Genetics International Corporation as
of and for the two-year period ended December 31, 1994, have been
so incorporated in reliance on the report (which contains
explanatory paragraphs relating to biosys, inc.'s ability to
continue as a going concern, filing for relief under Chapter 11
of the U.S. Bankruptcy Code and subsequent sale of all
substantially all assets) of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting, and insofar as they relate to Crop
Genetics International Corporation on the report of Ernst & Young
LLP.
6
PAGE
<PAGE>
The financial statements of biosys, inc. for the two years
ended December 31, 1996, incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated
August 26, 1997 have been so incorporated in reliance on the
report (which contains explanatory paragraphs relating to biosys,
inc.'s ability to continue as a going concern, filing for relief
under Chapter 11 of the U.S. Bankruptcy Code, subsequent sale of
substantially all assets, and a significant claim made by a
former customer) of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
The report of Ernst & Young LLP on the financial statements
of Crop Genetics International Corporation for the three years
ended December 31, 1994, incorporated by reference in this
Prospectus and Registration Statement from the Company's Current
Report on Form 8-K, as amended, filed with the Securities and
Exchange Commission on January 17, 1997 is incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing. The
financial statements on which such report was given were not
included within such Form 8-K, as amended.
7
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee and the American Stock
Exchange listing fee.
Amount
------
Securities and Exchange Commission Registration Fee $ 14,176
American Stock Exchange listing fee ................ 17,500
Legal fees and expenses ............................ 1,000
Accounting fees and expenses ....................... 5,000
Miscellaneous ...................................... 1,000
Total ......................................... 38,676
Item 15. 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 16. Exhibits and Financial Statement Schedules.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
II-1
PAGE
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii)To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the
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
II-2
PAGE
<PAGE>
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 Registrant 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 that is incorporated by reference in this 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 deemed to 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.
II-3
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 26th day of August, 1997.
THERMO ECOTEK CORPORATION
By: /s/ Brian D. Holt
---------------------------
Brian D. Holt, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
President, Chief
Executive
Brian D. Holt* Officer and Director August 26, 1997
Brian D. Holt
Vice President, Chief
Financial Officer and
John N. Hatsopoulos* Director August 26, 1997
John N. Hatsopoulos
Chief Accounting
Paul F. Kelleher* Officer August 26, 1997
Paul F. Kelleher
Chairman of the Board
and Director August 26, 1997
Jerry P. Davis
George N. Hatsopoulos* Director August 26, 1997
George N. Hatsopoulos
Frank Jungers* Director August 26, 1997
Frank Jungers
II-4
PAGE
<PAGE>
Signature Title Date
--------- ----- ----
William A. Rainville* Director August 26, 1997
William A. Rainville
Director August 26, 1997
Susan F. Tierney
*By: /s/ Sandra L. Lambert
-----------------------------
Sandra L. Lambert
Attorney-in-Fact
II-5
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5* Opinion of Seth H. Hoogasian, Esq.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Price Waterhouse LLP
(c) Consent of Ernst & Young LLP
(d) Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24* Power of Attorney (See Signature Page)
______________________
*Previously filed. All other exhibits filed herewith.
AA972260040
EXHIBIT 23(a)
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 November 1, 1996 included in Thermo Ecotek
Corporation's Form 10-K for the fiscal year ended September 28,
1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 25, 1997
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of Amendment No. 1 to the
Registration Statement on Form S-3 to register the resale of
3,030,303 shares of common stock of Thermo Ecotek Corporation of
our report dated March 29, 1996, except for the third paragraph
as to which the date is March 24, 1997, relating to the
consolidated financial statements of biosys, inc. for the three
years in the period ended December 31, 1995, which appears in the
Current Report on Amendment No. 1 on Form 8-K/A of Thermo Ecotek
Corporation dated January 17, 1997. We also consent to the
incorporation by reference of our report dated August 7, 1997,
relating to the consolidated financial statements of biosys, inc.
for the two years in the period ended December 31, 1996, which
appears in the Current Report on Form 8-K dated August 26, 1997.
We also consent to the reference to us under the heading
"Experts" in such prospectus.
PRICE WATERHOUSE LLP
Falls Church, Virginia
August 20, 1997
EXHIBIT 23(c)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement on
Form S-3 (No. 333-28947) and related Prospectus of Thermo Ecotek
Corporation for the registration of 3,030,303 shares of its
common stock and to the incorporation by reference therein of our
report of Crop Genetics International Corporation dated January
27, 1995, with respect to the financial statements of Crop
Genetics International Corporation for the three years ended
December 31, 1994, included in Thermo Ecotek Corporation's
Amendment No. 1 on Form 8-K/A - Current Report filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, DC
August 20, 1997
