SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
May 24, 1999
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THERMOTREX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-10791 52-1711436
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
10455 Pacific Center Court
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(619) 646-5300
(Registrant's telephone number
including area code)
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This Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to
ThermoTrex Corporation's Annual Report on Form 10-K for the year ended October
3, 1998, as amended. These include risks and uncertainties relating to:
development and commercialization of products under development, market
acceptance, difficulty in retaining qualified management and personnel,
dependence on capital spending policies, government contracts, decreases in
military weapons spending, compliance with government regulations, the need for
regulatory approvals, healthcare reform and uncertainty of patient
reimbursement, intense competition, ability to retain qualified personnel,
dependence on patents and proprietary rights, dependence on significant
relationships, potential product liability, risks associated with the
Registrant's acquisition and spinout strategy, and the potential impact of the
year 2000 on processing date-sensitive information.
Item 5. Other Events
On May 24, 1999, the Registrant issued a press release stating that its
parent corporation, Thermo Electron Corporation ("Thermo Electron"), has
proposed the merger of the Registrant into Thermo Electron. The Registrant would
become a wholly owned subsidiary of Thermo Electron. Public shareholders of the
Registrant would receive shares of the common stock, $1.00 par value per share,
of Thermo Electron in exchange for their shares of the common stock of the
Registrant.
This proposal is subject to numerous conditions, including establishment
of a price and exchange ratio, confirmation of anticipated tax consequences,
approval by the board of directors of the Registrant (including its independent
directors), negotiation and execution of a definitive merger agreement,
completion of review by the Securities and Exchange Commission of certain
required filings regarding the proposed transaction, and receipt of a fairness
opinion from an investment banking firm.
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The Registrant also announced that, prior to the consummation of a merger
with Thermo Electron, it plans to sell, in a private transaction, approximately
3.7 million newly issued shares of common stock to Thermo Electron. Such shares
will be issued from the Registrant's authorized but unissued shares. The purpose
of this sale is to increase Thermo Electron's ownership of the Registrant to
more than 80 percent, which will allow the Registrant and Thermo Electron to
file consolidated tax returns. The price will be established at the time of sale
by a committee of the board of directors of the Registrant.
In addition, the Registrant announced that it will record pretax
restructuring and other charges totaling approximately $105 million. The
majority of these charges will be recorded in the third fiscal quarter, which
ends July 3, 1999, and primarily relate to restructuring at the Registrant's
ThermoLase Corporation ("ThermoLase") subsidiary and its Trex Medical
Corporation ("Trex Medical") subsidiary. The charges at ThermoLase consist of
write-offs relating to the sale or closure of its spas, write-offs relating to
lasers, and the termination of various international joint venture arrangements.
Restructuring expenses at Trex Medical consist of charges relating primarily to
the decision to close two of Trex Medical's four domestic manufacturing
facilities after relocating these operations, as previously announced. In
addition, the Registrant will record a write-off of goodwill resulting from
these and related actions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 25th day of May, 1999.
THERMOTREX CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
