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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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)
2055-C Luna Road
Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
(972) 488-0710
(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 ThermoLase
Corporation's Annual Report on Form 10-K for the year ended October 3, 1998, as
amended. These include risks and uncertainties relating to: recent operating
losses, difficulty in retaining qualified management, conversion of spas,
requirement of future significant expenditures, customer claims, market
acceptance, dependence on proprietary technology, compliance with government
regulations, limited operating history, competition, international
relationships, 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
ultimate 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.
The Registrant also announced that it will record pretax restructuring and
other charges totaling approximately $65 million. These charges will be taken
primarily in the third fiscal quarter, which ends July 3, 1999. The charges
largely relate to the sale or closure of the Registrant's spas, write-offs
relating to lasers, and the termination of various international joint venture
arrangements.
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.
THERMOLASE CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
