As filed with the Securities and Exchange
Commission on August 11, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO REMEDIATION INC.
(Exact name of registrant as specified in its charter)
------------------
Delaware 59-3203761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
1964 S. Orange Blossom Trail
Apopka, Florida 32703
(407) 886-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo Remediation Inc.
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 Remediation Inc.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ x ]
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. [ ]
__________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$.01 par 500,000 $8.03(1) $4,015,625(1) $1,217(1)
value per shares
share
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on August 7, 1997.
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PROSPECTUS
THERMO REMEDIATION INC.
Automatic Dividend Reinvestment Plan
500,000 Shares Common Stock
_____________
This Prospectus relates to 500,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
Thermo Remediation Inc. (the "Company") which may be issued from
time to time pursuant to the Company's Automatic Dividend
Reinvestment Plan (the "Plan").
_____________
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
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_____________
The Company is a majority-owned subsidiary of Thermo
TerraTech Inc. ("Thermo TerraTech"), which is a majority-owned
subsidiary of Thermo Electron Corporation ("Thermo Electron").
Thermo TerraTech is entitled to receive its pro rata share of any
dividends declared by the Company and is eligible to participate
in the Plan. The Common Stock is traded on the American Stock
Exchange under the symbol "THN."
August 11, 1997
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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.
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,
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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 Remediation Inc., 81 Wyman
Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
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 March 29, 1997, as amended.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 28, 1997.
(3) 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 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.
THE COMPANY
Thermo Remediation Inc. (the "Company") is a national
provider of environmental services, including industrial, nuclear
and soil remediation, as well as waste-fluids recycling. The
Company's principal executive offices are located at 1964 South
Orange Blossom Trail, Apopka, Florida 32703, and its telephone
number is (407) 886-2000.
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AUTOMATIC DIVIDEND REINVESTMENT PLAN
The Company's Automatic Dividend Reinvestment Plan (the
"Plan") became effective on July 26, 1994, as amended on July 24,
1997, to increase the number of shares of Common Stock issuable
under the Plan by 500,000 shares to an aggregate of 950,000
shares. The following is a complete statement, in question and
answer form, of the provisions of the Plan.
Purpose
-------
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the
Company's Common Stock ("Common Stock") with a simple and
convenient method of investing cash dividends to purchase
additional shares of Common Stock at a price based on market
value, without payment of any brokerage commission or service
charge. Shares of Common Stock purchased under the Plan will be
acquired directly from the Company and will consist of authorized
and unissued shares and/or shares of Common Stock held in the
Company's treasury.
Description
-----------
2. How does the Plan operate?
Participants in the Plan will have cash dividends on all or
any portion of their Common Stock automatically reinvested in
additional shares of Common Stock. No commission or service
charge is paid by participants in connection with purchases under
the Plan. Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as full
shares, to be credited to participants' accounts. In addition,
dividends with respect to such fractions, as well as full shares
purchased for participants' accounts under the Plan, will be
credited to participants' accounts. Participants can avoid the
cumbersome safekeeping of certificates for shares credited to
their accounts under the Plan. Periodic statements of account
provide each participant with a record of each transaction.
Shareholders of the Company who do not wish to
participate in the Plan will receive cash dividends, as and if
declared, by check. Shareholders who wish to participate in the
Plan only with respect to a portion of their shares will receive
cash dividends, as and if declared, by check with respect to the
balance of their shares not enrolled in the Plan.
Administration
--------------
3. Who administers the Plan for participants?
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BankBoston (the "Bank") currently administers the Plan for
participants, keeps records, sends statements of account to
participants shortly after each dividend payment date, and
performs other duties relating to the Plan. Common Stock
purchased under the Plan will be registered in the name of the
Bank as agent for participants in the Plan.
Participation
-------------
4. Who is eligible to participate?
All holders of Common Stock are eligible to participate in
the Plan. Holders may participate in the Plan with respect to
all or any portion of their shares. Record holders of Common
Stock are eligible to participate in the Plan directly. In order
to be eligible to participate in the Plan, beneficial owners of
such stock whose shares are registered in names other than their
own (e.g., in the name of a broker, bank nominee or trustee)
must either become shareholders of record by having all or a
portion of their shares transferred into their own names or make
appropriate arrangements for their broker or nominee to
participate on their behalf. Shareholders will not be eligible
to participate in the Plan if they reside in a jurisdiction in
which it is unlawful under state or local securities or "blue
sky" laws for the Company to permit their participation. A
shareholder's right to participate in the Plan is not
transferable to any other person.
5. How does an eligible shareholder participate?
Eligible shareholders may join the Plan by signing an
Authorization Form and returning it to the Bank. A postage paid
envelope is provided for this purpose. An Authorization Form may
be obtained at any time by written request to BankBoston, c/o
Boston EquiServe Limited Partnership, Investor Relations
Department, P.O. Box 8040, Boston, Massachusetts 02102-8040.
The Authorization Form allows each shareholder to
designate the extent to which he wishes to participate in the
Plan through the following options:
(a) "Full Dividend Reinvestment" directs the Company
to invest, in accordance with the Plan, all of a
participant's dividends on all shares of Common Stock then
or subsequently registered in the participant's name; and
(b) "Partial Dividend Reinvestment" directs the
Company to remit cash dividends to the participant on those
full shares of Common Stock specified in the appropriate
space on the Authorization Form and directs the Company to
invest the remaining dividends in shares of Common Stock in
accordance with the Plan.
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A participant may change the extent to which he
participates in the Plan by submitting a new Authorization Form
to BankBoston, c/o Boston EquiServe Limited Partnership, Investor
Relations Department, P.O. Box 8040, Boston, Massachusetts
02102-8040.
6. When may a shareholder join the Plan?
A shareholder may join the Plan at any time. If the
Authorization Form is received by the Bank on or before the
record date for a dividend, then the dividend will be used to
purchase additional shares of Common Stock for the shareholder as
set forth under Question 9. If the Authorization Form is
received by the Bank after a record date, the shareholder's
purchases will not start until the next following dividend
payment date.
Costs
-----
7. Are there any expenses to participants in connection
with purchases under the Plan?
No. Participants do not pay brokerage fees, and all
costs of administration of the Plan are to be paid by the
Company.
Purchases
---------
8. How many shares of Common Stock will be purchased for a
participant?
The number of shares to be purchased depends on the
amount of a participant's dividends that are reinvested and the
price of the Common Stock. Each participant's account will be
credited with that number of shares, including fractions computed
to three decimal places, equal to the total amount to be invested
divided by the purchase price.
9. What will be the price of shares of Common Stock
purchased under the Plan?
The purchase price for the shares of Common Stock
purchased from the Company will be the average of the closing
prices of such shares as reported on the American Stock Exchange
on the five consecutive trading days immediately preceding the
dividend payment date.
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Reports to Participants
-----------------------
10. What kind of reports will be sent to participants in
the Plan?
Each participant in the Plan will receive a statement
of his account from the Bank shortly following each dividend
payment date. These statements are a participant's continuing
record of the cost of his purchases and should be retained for
income tax purposes. The Bank may charge fees to participants
who request copies of past statements. In addition, each
participant will receive a Prospectus relating to the Plan and
copies of the communications sent to every other shareholder,
including annual reports to shareholders, quarterly reports to
shareholders, notices of annual and special meetings of
shareholders, proxy statements and income tax information for
reporting dividends paid.
Dividends
---------
11. Will participants be credited with dividends on shares
of Common Stock held in their accounts under the Plan?
Yes. The Company pays dividends, as declared to the
record holders of all of its issued and outstanding Common Stock.
All dividends on shares held in the Plan for a participant under
the "Full Dividend Reinvestment" option will be reinvested in
additional shares of Common Stock under the Plan. To the extent
that a participant under the "Partial Dividend Reinvestment"
option requests that cash dividends on a specified number of
shares to be sent to him, the Bank will send the cash dividend to
the participant in the usual manner. Accounts of participants
will be credited with dividends on fractions of shares.
Certificates for Full Shares
----------------------------
12. Will certificates be issued for shares of Common Stock
purchased?
Normally, certificates for shares of Common Stock
purchased under the Plan will not be issued to participants. The
number of shares credited to an account under the Plan will be
shown on the participant's periodic statements of account. This
convenience protects against loss, theft or destruction of share
certificates.
Certificates for any number of full shares credited to
an account under the Plan will be issued upon the written request
of a participant who wishes to remain in the Plan. This request
should be mailed to BankBoston, c/o Boston EquiServe Limited
Partnership, Investor Relations Department, P.O. Box 8040,
Boston, Massachusetts 02102-8040. Any remaining full shares and
any fraction of a share will continue to be credited to the
participant's account.
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Shares credited to the account of participants under
the Plan may not be pledged or assigned. A participant who
wishes to pledge or assign such shares must request that
certificates for such shares be issued in his name.
Certificates for fractions of shares will not be issued
under any circumstances.
13. In whose name will certificates be registered when
issued?
Accounts under the Plan are maintained in the names in which
certificates of participants were registered at the time they
entered the Plan. Consequently, certificates for full shares
issued upon the request of participants will be similarly
registered.
Safekeeping of Certificates
---------------------------
14. May a participant send Common Stock share certificates
held in his possession to the Bank for safekeeping?
Yes. Participants in the Plan may send Common Stock
share certificates held in their possession to the Bank for
safekeeping at no cost. All certificates should be sent to the
Bank, unendorsed and accompanied by a letter of instruction, to
the address indicated on the cash remittance slip by either
registered or certified mail, return receipt requested. These
shares will be combined with those full and fractional shares
acquired under the Plan and held by the Bank for which
certificates have not been issued. Participants should be aware
that shares requested by a participant to be sold which have been
submitted for safekeeping will not be sold until after 30 days
following the receipt by the Bank of the certificate.
Changing Extent of Participation and Withdrawal
-----------------------------------------------
15. When will a participant's request to change the extent
of his participation become effective?
Any changes in the extent of a participant's
participation in the Plan will become effective with respect to a
dividend payment date if written notice of such change is
received by the Bank on or before the record date corresponding
to such dividend payment date.
16. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must
notify BankBoston, c/o Boston EquiServe Limited Partnership,
Investor Relations Department, P.O. Box 8040, Boston,
Massachusetts 02102-8040, in writing that he wishes to withdraw.
When a participant withdraws from the Plan or upon termination of
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the Plan by the Company, certificates for full shares credited to
his account under the Plan will be issued and a cash payment will
be made for any fraction of a share (see Question 18). Upon his
withdrawal from the Plan, the participant may, if he desires,
also request that all of the shares credited to his account in
the Plan be sold. If he requests such sale, the sale will be
made within five business days after receipt of the request for
the account of the participant by the Bank. The participant will
receive the proceeds of the sale less any brokerage commission,
any transfer tax and a transaction fee equal to 5% of the total
sale value (which fee will be not less than $1.00 and not more
than $10.00 per transaction).
17. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time,
in whole or in part.
A request to withdraw should be received by the Bank
prior to the dividend record date in order for withdrawal to be
effective for that dividend. If the request to withdraw is
received by the Bank between the record date for a dividend and
the payment date for that dividend, the amount of the dividend
will be invested for the participant's account. In that event,
the participant's request to withdraw will be processed as soon
as all shares acquired with that investment have been credited to
the participant's account. All subsequent dividends will be paid
in cash to him unless he re-enrolls in the Plan, which he may do
at any time.
If the request to withdraw is received by the Bank on
or subsequent to the dividend payment date, the dividend paid on
such date will be invested for the participant's account. His
next dividend and all subsequent dividends will be paid to him in
cash unless he re-enrolls in the Plan, which he may do at any
time.
18. What happens to a fraction of a share when a
participant withdraws from the Plan?
When a participant withdraws from the Plan, a cash
adjustment representing any fraction of a share will be mailed
directly to the participant. The cash payment to each such
participant will be based on the then current market value of a
share, as reported on the American Stock Exchange, at the time
the withdrawal is processed by the Bank.
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Other Information
-----------------
19. What happens when a participant sells or transfers all
of the shares registered in his name?
If a participant disposes of all shares of Common Stock
registered in his name, the Bank will continue to reinvest the
dividends on the shares credited to his account under the Plan
until notified by such participant that he wishes to withdraw
from the Plan.
20. If the Company has a rights offering, how will a
participant's entitlement be computed?
A participant's entitlement in a rights offering will
be based upon his total holdings -- just as his dividends are
computed currently. Rights certificates will be issued for the
number of full shares only, however, and rights based on a
fraction of a share held in a participant's account will be sold
for his account and the proceeds, less commissions and taxes, if
any, will be mailed directly to the participant.
21. What happens if the Company issues a stock dividend or
declares a stock split?
Any shares distributed by the Company due to a stock
dividend or a stock split on shares credited to the account of a
participant under the Plan will be added to the participant's
account. Stock dividends or shares resulting from a stock split
distributed on shares registered in the name of the participant
will be mailed directly to the participant in the same manner as
to shareholders who are not participating in the Plan.
22. Does a participant's purchase of shares of Common Stock
under the Plan entitle him to preemptive rights with respect to
additional shares of Common Stock or other securities that may be
issued by the Company?
Shareholders of the Company do not have preemptive
rights. Therefore a purchase of Common Stock under the Plan does
not entitle the participant to preemptive rights with respect to
additional shares of Common Stock or other securities that may be
issued by the Company.
23. How will a participant's shares be voted at meetings
of shareholders?
A participant will have voting rights with respect to
any shares the Bank holds in the participant's account. The Bank
will send each participant a form of proxy and proxy statement
(which form of proxy may be combined with the form of proxy used
with respect to shares held of record), and vote such shares in
accordance with the participant's direction. If a participant
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does not return a properly signed form of proxy to the Bank on a
timely basis, the Bank will not vote such shares.
24. What are the Federal income tax consequences of
participation in the Plan?
In general, shareholders who participate in the Plan
will have the same Federal income tax obligations with respect to
dividends payable to them as any other holder of Common Stock. A
participant will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend equal
to the full amount of the cash dividend payable on such dividend
payment date on both shares registered in his name and credited
to his account and as having invested that cash in additional
shares of Common Stock. The Plan participant is advised to
consult his own tax advisors for other tax consequences.
25. What is the responsibility of the Company and the Bank
under the Plan?
The Company and the Bank in administering the Plan will
not be liable for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim
of liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice
in writing of such death or with respect to the prices at which
shares of Common Stock are purchased for the participant's
account and the times when such purchases are made or with
respect to any fluctuation in the market value of the Common
Stock after the purchase or sale of shares of Common Stock on
behalf of Plan participants.
The participant should recognize that the Company
cannot assure him of a profit or protect him against a loss on
the Common Stock purchased by him under the Plan.
26. What provision is made for shareholders whose dividends
are subject to income tax withholding?
In the case of shareholders, including eligible foreign
shareholders, whose dividends are subject to United States income
tax withholding, the Bank will invest in Common Stock an amount
equal to the dividends less the amount of tax required to be
withheld. Statements confirming purchases made for such
participants will indicate the amount of tax withheld.
27. May the Plan be changed or discontinued?
The Company reserves the right to amend, suspend,
modify or terminate the Plan at any time. Notice of any such
amendment, suspension, modification or termination will be sent
to all record holders of Common Stock. The Bank reserves the
right to resign at any time upon reasonable notice to the Company
in writing.
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28. Who interprets the Plan?
The Company reserves the right to interpret the Plan as
deemed desirable or necessary in connection with its operation.
29. To whom may a shareholder direct additional questions
regarding the Plan?
The Bank will answer shareholder inquiries in
connection with the Plan. Such inquiries should be directed to
BankBoston, c/o Boston EquiServe Limited Partnership, Investor
Relations Department, P.O. Box 8040, Boston, Massachusetts
02102-8040.
USE OF PROCEEDS
The Company knows neither the number of shares that will
ultimately be purchased under the Plan nor the prices at which
such shares will be purchased. The Company intends to add the
proceeds from such purchases to the general funds of the Company
for general corporate purposes.
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, Thermo TerraTech and Thermo Electron the
fair market value of which exceeds $50,000.
EXPERTS
The financial statements and schedule of the Company for the
three fiscal years ended March 28, 1997, incorporated in this
Prospectus by reference to the Company's Annual Report on Form
10-K, 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.
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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 $ 1,217
American Stock Exchange listing fee ................ 10,000
Legal fees and expenses ............................ 1,000
Accounting fees and expenses ....................... 2,000
Miscellaneous ...................................... 1,000
Total .........................................$ 15,217
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.
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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
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<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.
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<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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waltham, Commonwealth of Massachusetts, on this 11th
day of August, 1997.
THERMO REMEDIATION INC.
By: /s/ Jeffrey L. Powell
Jeffrey L. Powell, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Melissa F. Riordan, and each of them, as his true and
lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
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
/s/ Jeffrey L. Powell Officer and Director August 11, 1997
Jeffrey L. Powell
Vice President and
Chief Financial
/s/ John N. Hatsopoulos Officer August 11, 1997
John N. Hatsopoulos
Chief Accounting
/s/ Paul F. Kelleher Officer August 11, 1997
Paul F. Kelleher
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<PAGE>
Signature Title Date
--------- ----- ----
Chairman of the Board
and Director August __, 1997
John P. Appleton
Director August __, 1997
Elias P. Gyftopoulos
/s/ Fred Holubow Director August 11, 1997
Fred Holubow
/s/ Theo Melas-Kyriazi Director August 11, 1997
Theo Melas-Kyriazi
/s/ Frank E. Morris Director August 11, 1997
Frank E. Morris
/s/ William A. Rainville Director August 11, 1997
William A. Rainville
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<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 Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page)
AA971970048
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Thermo Remediation Inc.
1964 S. Orange Blossom Trail
Apopka, Florida 32703
August 11, 1997
Thermo Remediation Inc.
1964 S. Orange Blossom Trail
Apopka, Florida 32703
Re: Registration Statement on Form S-3 Relating to 500,000
Shares of the Common Stock, $.01 par value, of Thermo
Remediation Inc.
Dear Sirs:
I am General Counsel to Thermo Remediation Inc., 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-3 (the "Registration Statement"), of
500,000 shares of the Company's Common Stock, $.01 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 Company's Automatic Dividend Reinvestment Plan,
will be validly issued, fully paid and nonassessable.
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<PAGE>
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/cb
AA972220003
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 May 6, 1997, included in Thermo Remediation Inc.'s
Form 10-K, as amended, for the year ended March 29, 1997 and to
all references to our Firm included in this registration
statement.
Boston, Massachusetts
August 7, 1997
AA972230027
