SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
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):
August 12, 1997
________________________________________
THERMOLASE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13104 06-1360302
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
10455 Pacific Court Center
San Diego, California 92121-4339
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Combined Condensed Financial Information: not
applicable.
(c) Exhibits
99.1 Press Release of the Company, dated July 10, 1997
(incorporated by reference from Exhibit 99.1 to the
Company's Current Report on Form 8-K dated August 5,
1997.)
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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On August 5, 1997, ThermoLase Corporation (the "Company") issued a
press release to announce that it has entered into an agreement to sell at
par $115 million principal amount of its 4-3/8% subordinated debentures due
2004 (the "Debentures"). (Such press release was attached as Exhibit 99.1
to the Company's Current Report on Form 8-K dated August 5, 1997.)
Of that amount, Debentures having an aggregate principal amount of
$20,415,000 were sold on August 12, 1997 without registration under the
Securities Act of 1933 (the "Securities Act") in reliance on the exemption
from registration provided by Regulation S under the Securities Act (the
"Reg. S Debentures"). The Reg. S Debentures were offered, sold and
delivered only to non-United States persons outside of the United States,
its territories and possessions. (The balance of the Debentures
($94,585,000 principal amount) were sold in the United States and/or to
United States persons in reliance on the exemptions from registration
provided by Rule 144A and Regulation D under the Securities Act.)
The managers of the Debenture offering were Lehman Brothers
International (Europe), Salomon Brothers Inc., Oppenheimer & Co., Inc. and
HSBC Securities, Inc. The total underwriting discounts and commissions
applicable to the Reg. S Debentures equaled $403,800, or 2.0% of the
principal amount thereof.
The Debentures will be convertible into shares of the Company's common
stock at a price of $17.385 per share on or after the later of (i) the
expiration of the 40-day period that began on August 12, 1997 and (ii) the
effective date of a registration statement to be filed by the Company
registering the resale of such shares of Common Stock under the Securities
Act.
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SIGNATURES
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 12th day of August,
1997.
THERMOLASE CORPORATION
By: /s/ Melissa F. Riordan
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Melissa F. Riordan
Treasurer
AA972170012
