As filed with the Securities and Exchange Commission on March 25, 1999
Registration No.333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
Registration Statement
Under
The Securities Act of 1933
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THERMORETEC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 59-3203761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Damonmill Square
9 Pond Lane, Suite 5A
Concord, Massachusetts 01742
(781) 622-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Sandra L. Lambert, Secretary
ThermoRetec Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02454-9046
(781) 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
ThermoRetec Corporation
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
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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. [ ]
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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 350,000 $2.50(1) $875,000(1) $243.25(1)
value per shares
share
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of the
Company's Common Stock as may be issuable in connection with adjustments under
the automatic dividend reinvestment plan described in this Registration
Statement to reflect certain changes in the Company's capital structure,
including stock dividends or stock splits.
(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
March 22, 1999.
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PROSPECTUS
THERMORETEC CORPORATION
Automatic Dividend Reinvestment Plan
350,000 Shares Common Stock
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This Prospectus relates to 350,000 shares of Common Stock, par value $.01
per share of ThermoRetec Corporation(the "Company") which may be issued from
time to time pursuant to the Company's Automatic Dividend Reinvestment Plan.
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This Investment Involves a High Degree of Risk. You Should Purchase
Shares Only if You Can Afford A Complete Loss. See "Risk Factors" beginning
on page 4.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
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The Company is a majority-owned subsidiary of Thermo TerraTech Inc. which
is a majority-owned subsidiary of Thermo Electron Corporation. 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."
March 25, 1999
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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 ThermoRetec Corporation
(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 accordingly files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). The public may read and copy any materials filed by the
Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the SEC:
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World
Trade Center, Suite 1300, New York, New York 10048. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains on Internet site at www.sec.gov
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, such as the Company.
The Common Stock, par value $.01 per share ("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 SEC 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 SEC 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 SEC. For further information, reference is made to the Registration
Statement, copies of which may be obtained upon payment of the fees prescribed
by the SEC from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's regional offices at Seven World
Trade Center, New York, New York, 10048 and at 500 West Madison Street, Chicago,
Illinois, 60661.
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The Company will 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, ThermoRetec Corporation, 81 Wyman Street, P. O. Box 9046, Waltham,
Massachusetts 02454-9046 (telephone number: (781) 622-1000).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC are incorporated in
this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended April 4, 1998, as amended.
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 4,1998, October 3, 1998 and January 2, 1999.
(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.
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THE COMPANY
ThermoRetec Corporation (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 Damonmill Square, 9 Pond Lane, Suite 5A, Concord, Massachusetts 01742
and its telephone number is (781) 622-1000.
RISK FACTORS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, we caution readers that the matters described in
this section, among others, have in the past and could in the future affect our
actual results of operations. We make forward-looking statements, within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), throughout this Prospectus or the documents incorporated herein
by reference. You should consider any statements contained in this Prospectus
that are not historical, factual statements to be forward-looking statements.
Among others, we intend the words "believes," "anticipates," "plans," "expects,"
"seeks," "estimates" and similar expressions to identify forward-looking
statements. Many important factors could cause our results to differ materially
from the results indicated by any forward-looking statements. Those factors
include factors discussed in this section and those discussed in other sections
of this Prospectus.
Dependence on Environmental Regulation. Environmental laws at each level
of government govern both the markets we address and our own operations. These
environmental laws played an important part in the creation of the markets that
we serve, such as the markets for industrial remediation services, nuclear
remediation services, hazardous waste remedial construction services,
soil-remediation services, and waste-fluids recycling services. We depend on
these laws and their enforcement to sustain the markets for our services. These
laws also govern the construction and operation of our facilities. These laws
and regulations may change in the future, which could require us to comply with
new technologies or stricter standards. In addition, the government could make
these laws and regulations more lenient in the future, which could reduce the
size of the markets we address. Any of these changes in environmental laws and
regulations could have a material adverse effect on our business.
The federal government has delegated responsibility for establishing and
enforcing some federal environmental policies, such as the federal underground
storage tank policy, to the states. State governments may impose more stringent
requirements under this authority than the federal government might require.
Some states have adopted a "risk-based" approach to setting priorities and
standards for hazardous site cleanups. This approach tries to balance the costs
of remediation against the potential harm to human health and the environment
from leaving sites untreated. Other states could adopt similar policies, and
these policies could reduce the size of our potential market.
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Potential Environmental and Regulatory Liability. Comprehensive
environmental protection laws and regulations govern our operations. These laws
and regulations relate to the control of air, soil, and water pollution, and
regulate health, safety, zoning, land use, and the handling and transportation
of hazardous and nonhazardous materials. These laws and regulations also impose
liability for remediation of environmental contamination both on- and off-site
that resulted from operations at the site. We also may be required to comply
with certain requirements as a condition to our receipt, renewal or retention of
operating permits or licenses. Existing and future laws and regulations may
require us to change our operating methods, facilities, or equipment at a
substantial cost, without a corresponding increase in revenue. As a result of
these laws, we could also receive fines, penalties, or orders to remediate
property or stop work in progress. Such proceedings and associated costs and
expenses could have a material adverse impact on our business. We are also
subject to many laws and regulations governing protection of human health and
safety. We could be liable under these laws and regulations if any of our
employees were exposed to radiation or other hazardous contamination or if we
did not isolate and remove radioactive or other hazardous contaminants from
soil.
Our goal is to operate our business to minimize our exposure to
environmental and other regulatory liabilities. Neither our customers nor our
employees have brought any claims resulting in these liabilities to date, but we
can make no assurance that such claims cannot or will not be asserted against us
in the future.
Uncertainty of Funding. Many individuals and small companies do not have
sufficient funds to comply with environmental cleanup requirements. To address
this problem, some states have established tax-supported trust funds to help
people pay for environmental compliance and site cleanup. Consequently, in many
states in which we market our soil-remediation services, most, and in some cases
virtually all, of the cost for our services is paid by large companies and/or
state trust funds. Any substantial decrease in this funding could have a
material adverse effect on our business and financial performance. In many
states, the number of sites requiring cleanup and the costs of compliance are
much higher than were originally thought. As a result, several states have
relaxed their enforcement activities and others have reduced compliance
requirements in order to reduce cleanup costs. These factors have already led to
lower levels of cleanup activity in some states and have had a material adverse
effect on our business. Continued reduced emphasis on enforcement activities
and/or further reductions in environmental compliance requirements will have an
even more severe adverse effect on our business.
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We depend heavily on funding from the federal and state governments and
their agencies for our compensation. For example, Thermo NUtech provides a large
portion of its services to the U.S. Department of Energy (the "DOE"). Declines
in spending by the DOE and other governmental agencies could have a material
adverse effect on our business.
Effects of Intense Competition. The markets for many of our services are
regional and we meet with intense competition from numerous local competitors.
Some of our competitors have greater technical and financial resources than we
have. As a result, they may be able to adapt more quickly to new technologies
and changes in customer requirements, or to devote more resources to the
promotion and sale of their services than we can. Competition could increase if
new companies enter the market or if existing competitors expand their service
lines. Our current technology, technology under development, and ability to
develop new technologies may not be sufficient to allow us to compete
effectively in our markets.
Decline in Business due to Seasonal Influences. The level of activity
of most of our businesses fluctuates based on the season of the year. A majority
of our soil-remediation and fluids-recycling sites decline in activity in severe
weather conditions. In addition, site remediation work and certain environmental
testing services, such as the services provided by RETEC, IEM Sealand, and
Thermo NUtech, may decline in the winter because of severe weather conditions.
Possible Obsolescence Due to Technological Change. We expect rapid
technological developments to continue in the environmental services industry.
Our technologies could become obsolete or uneconomical as a result of
technological advances made by other companies that address our markets or by
future entrants into the industry. We may not have the resources or otherwise be
able to respond successfully to technological advances by others.
Risks Associated with Acquisition Strategy. We have, as part of our
strategy, acquired businesses that complement or add to our existing services.
We do not expect in the near future to seek additional acquisitions actively,
and plan instead to concentrate on strengthening our core businesses. We may,
however, acquire additional complementary businesses if they are available on
attractive terms.
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Attractive acquisitions are difficult to identify and complete for a
number of reasons, including competition among prospective buyers and the need
for regulatory approvals. We may pay a substantial premium over the fair value
of the net assets of any acquired companies. We may not be able to complete
future acquisitions, and we may not be able to successfully integrate any
acquired businesses. In order to finance any acquisitions, we may have to raise
funds by selling our securities in the public or private markets. We may not be
able to obtain financing at all or on favorable terms. Any equity financing may
result in dilution to our stockholders.
No Assurance of Development and Commercialization of Technology Being
Developed. We are currently developing several technologies that we may
ultimately offer to our customers. We must successfully address several
technological challenges in order to complete any of our development efforts.
Technology development is highly risky, and returns to investors depend on the
successful development and commercialization of technology. Technologies we
develop now or in the future may not be technologically feasible, accepted by
the marketplace, or completed in a timely manner.
Potential Impact of Year 2000 on Processing of Date-sensitive Information.
We are currently assessing the potential impact of the year 2000 on the
processing of date-sensitive information by our computerized information systems
and products we purchase. We believe that our internal information systems are
or will be year 2000 compliant before the year 2000 without incurring material
costs. We may, however, experience unexpected costs and delays in making our
internal information systems year 2000 compliant. Any costs and delays could
result in a material adverse effect on our future results of operations.
We are presently evaluating the response of our key suppliers to the year
2000 issue and the effect this might have on us. We have not completed our
analysis and we cannot conclude at this time that the year 2000 problem as it
relates to products purchased from key suppliers is not reasonably likely to
have a material adverse effect on our future results of operations.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
The Company's Automatic Dividend Reinvestment Plan (the "Plan") became
effective on July 26, 1994 and was amended on July 24, 1997 and on February 23,
1999, to increase the number of shares of Common Stock issuable under the Plan
by 500,000 shares and 350,000 shares, respectively, to an aggregate of 1,300,000
shares. The following is a complete statement, in question and answer form, of
the provisions of the Plan.
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Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the Company's 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?
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.
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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 02266-8040.
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.
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 02266-8040.
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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. 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.
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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 02266-8040. Any remaining full shares and any
fraction of a share will continue to be credited to the participant's account.
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.
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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 02266-8040, in writing that he
wishes to withdraw. When a participant withdraws from the Plan or upon
termination of 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.
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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.
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?
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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 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.
14
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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.
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 02266-8040.
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.
15
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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 is a
full-time employee of Thermo Electron Corporation ("Thermo Electron"), the
majority stockholder of Thermo TerraTech Inc. ("Thermo TerraTech"), which in
turn is the majority stockholder of the Company, is an officer of the Company,
Thermo TerraTech and Thermo Electron, and owns or has the right to acquire 7,500
shares of Common Stock, 5,257 shares of the Common Stock, $.01 par value per
share, of Thermo TerraTech, and 348,828 shares of the Common Stock, $1.00 par
value per share, of Thermo Electron.
EXPERTS
The financial statements and schedule of the Company for the three fiscal
years ended April 4, 1998, 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.
16
<PAGE>
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 $ 243
Legal fees and expenses 1,000
Accounting fees and expenses 2,000
Miscellaneous 1,000
--------
Total $ 4,243
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 that 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.
II-1
<PAGE>
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.
II-2
<PAGE>
(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 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.
II-3
<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 25th
day of March, 1999.
THERMORETEC CORPORATION
By: /s/ Robert W. Dunlap
---------------------------------
Robert W. Dunlap, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Theo Melas-Kyriazi, Paul F. Kelleher,
Seth H. Hoogasian, Sandra L. Lambert and Kenneth J. Apicerno, 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/ Robert W. Dunlap Officer and Director March 25, 1999
- ---------------------------------
Robert W. Dunlap
Vice President and Chief
/s/ Theo Melas-Kyrizai Financial Officer March 25, 1999
- ---------------------------------
Theo Melas-Kyrizai
/s/ Paul F. Kelleher Chief Accounting Officer March 25, 1999
- ---------------------------------
Paul F. Kelleher
II-4
<PAGE>
Signature Title Date
Chairman of the Board
/s/ John P. Appleton and Director March 25, 1999
- ---------------------------------
John P. Appleton
/s/ Elias P. Gyftopoulos Director March 25, 1999
- ---------------------------------
Elias P. Gyftopoulos
/s/ Fred Holubow Director March 25, 1999
- ---------------------------------
Fred Holubow
/s/ Brian D. Holt Director March 25, 1999
- ---------------------------------
Brian D. Holt
/s/ Frank E. Morris Director March 25, 1999
- ---------------------------------
Frank E. Morris
/s/ William A. Rainville Director March 25, 1999
- ---------------------------------
William A. Rainville
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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)
II-6
<PAGE>
ThermoRetec Corporation
Damonmill Square
9 Pond Lane, Suite 5A
Concord, MA 01742-2851
March 25, 1999
ThermoRetec Corporation
Damonmill Square
9 Pond Lane, Suite 5A
Concord, MA 01742-2851
Re: Registration Statement on Form S-3 Relating to 350,000 Shares of
the Common Stock, $.01 par value, of ThermoRetec Corporation.
Dear Sirs:
I am General Counsel to ThermoRetec Corporation, 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 350,000 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.
<PAGE>
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
SHH/cb
<PAGE>
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 12, 1998,
included in ThermoRetec Corporation's Form 10-K, as amended, for the year ended
April 4, 1998 and to all references to our Firm included in this registration
statement.
Boston, Massachusetts
March 25, 1999
ARTHUR ANDERSEN LLP
