As filed with the Securities and Exchange
Commission on September 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. [ ]
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 100,000 $7 5/16(1) $731,250(1) $222(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 September 10, 1997.
-------------------------
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
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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.
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PROSPECTUS
THERMO REMEDIATION INC.
100,000 Shares of Common Stock
_____________
This Prospectus relates to 100,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
Thermo Remediation Inc. (the "Company"). The Shares may be
offered by certain shareholders of the Company (the "Selling
Shareholders") 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. The Selling
Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders 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
Selling Shareholders and any broker-dealer who acts in connection
with the sales 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 commissions
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. The Shares were originally
acquired by the Selling Shareholders from the Company in
connection with the acquisition by Remediation Technologies,
Inc., a wholly owned subsidiary of the Company, of the
outstanding capital stock of RPM Systems, Inc. from the Selling
Shareholders on August 29, 1997. See "Selling Shareholders."
_____________
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.
____________
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None of the proceeds from the sale of the Shares by the
Selling Shareholders 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 advisers to the Selling Shareholders) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities, including
liabilities under the Securities Act as underwriters or
otherwise.
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").
The Common Stock is traded on the American Stock Exchange under
the symbol "THN."
____________, 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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SELLING SHAREHOLDERS
The following table sets forth the names of the Selling
Shareholders, the number of shares of Common Stock owned by each
Selling Shareholder, the number of Shares that may be offered by
each Selling Shareholder pursuant to this Prospectus, and the
number of Shares each Selling Shareholder will own after
completion of the offering, assuming all of the Shares being
offered hereby are sold.
Shares of Shares Owned
Common Stock After
Owned Prior Shares Completion
to the Being of the
Selling Shareholder Offering(1) Offered Offering(1)
------------------- ----------- ------- -----------
Howard Brown 168,642 57,000 111,642
James Allan Dray 79,883 27,000 52,883
Stephen Mark Loeffler 11,835 4,000 7,835
James Owen White 11,835 4,000 7,835
David W. Cross 11,835 4,000 7,835
Cathy Van Dyke 11,835 4,000 7,835
Total 295,865 100,000 195,865
(1) In addition, the Selling Shareholders collectively own an
aggregate of 78,642 shares of Common Stock that are
presently held in escrow and that are subject to forfeiture
to the Company under certain circumstances. Accordingly,
such escrowed shares may not be sold or otherwise
transferred by the Selling Shareholders until such time as
such forfeiture obligations lapse. Such obligations lapse
as to 26,214 shares on each of August 29, 1998, 1999 and
2000.
The Shares are being registered to permit public secondary
trading of the Shares from time to time by the Selling
Shareholders. The Shares were originally acquired by the Selling
Shareholders from the Company in connection with the acquisition
by Remediation Technologies, Inc., a wholly owned subsidiary of
the Company, of the outstanding capital stock of RPM Systems,
Inc. from the Selling Shareholders on August 29, 1997. In
connection with such acquisition, the Company agreed, among other
things, to bear all expenses (other than underwriting discounts,
selling commissions, and fees and expenses of counsel and other
advisors to the Selling Shareholders) in connection with the
registration and sale of the Shares being offered by the Selling
Shareholders. See "Sale of Shares." The Company intends to
prepare and file such amendments and supplements to the
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Registration Statement of which this Prospectus forms a part as
may be necessary to keep the Registration Statement effective
until all the Shares registered thereunder have been sold
pursuant thereto or until, by reason of Rule 144(k) of the
Commission under the Securities Act or any other rule of similar
effect, the Shares are no longer required to be registered for
the sale thereof by the Selling Shareholders.
SALE OF SHARES
The Company has been advised that the Selling Shareholders
may sell Shares 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 which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders 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 Selling Shareholders and any broker-dealers who act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and
any commissions 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. The Company has agreed
to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act as
underwriters or otherwise.
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.
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EXPERTS
The financial statements and schedule of the Company for the
three fiscal years ended March 29, 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 report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm
as experts in giving said report.
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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.
Amount
------
Securities and Exchange Commission Registration Fee $ 222
Legal fees and expenses ............................ 1,000
Accounting fees and expenses ....................... 2,000
Miscellaneous ...................................... 1,000
Total .........................................$ 4,222
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
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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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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 10th
day of September, 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 DirectorSeptember 10, 1997
Jeffrey L. Powell
Vice President and
Chief Financial
/s/John N. Hatsopoulos Officer September 10, 1997
John N. Hatsopoulos
Chief Accounting
/s/Paul F. Kelleher Officer September 10, 1997
Paul F. Kelleher
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Signature Title Date
--------- ----- ----
Chairman of the
Board and Director September ,1997
John P. Appleton
Director September ,1997
Elias P. Gyftopoulos
/s/Fred Holubow Director September 10, 1997
Fred Holubow
/s/Theo Melas-Kyriazi Director September 10, 1997
Theo Melas-Kyriazi
/s/Frank E. Morris Director September 10, 1997
Frank E. Morris
/s/William A. Rainville Director September 10, 1997
William A. Rainville
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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)
AA972460017
EXHIBIT 5
Thermo Remediation Inc.
1964 S. Orange Blossom Trail
Apopka, Florida 32703
September 10, 1997
Thermo Remediation Inc.
1964 S. Orange Blossom Trail
Apopka, Florida 32703
Re: Registration Statement on Form S-3 Relating to 100,000
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
100,000 shares of the Company's Common Stock, $.01 par value per
share (the "Shares"), which may from time to time be sold by
certain shareholders of the Company.
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 investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly authorized by the Company and are
validly issued, fully paid and non-assessable.
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement, including any amendments thereto,
and to the use of my name under the caption "Legal Matters" in
the prospectus constituting a part thereof.
Sincerely,
/s/Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
SHH/haf
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
September 8, 1997
