Filed Pursuant to
Rules 424(b)(3) and
424(c) of the Securities
Act of 1933 Registration
No. 33-99110
Prospectus Supplement
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Supplement to Prospectus
dated
April 25, 1996
and Supplemented on June 6, 1996 and Spetember 11, 1996
THERMOSPECTRA CORPORATION
1,707,000
Common Stock
This prospectus supplement relates to 1,707,000 shares of Common
Stock, par value $.01 per share, of ThermoSpectra Corporation (the
"Company").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesman or any other person has been authorized to give
any information or to make any representations in connection with this
offering other than those contained in this Prospectus and, if given or
made, such information or representation 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. This
Prospectus does not constitute any 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
person in any jurisdiction in which such offer or solicitation may not be
lawfully made. Neither the delivery of this Prospectus nor any sale or
distribution 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.
____________________________________
September 12, 1996
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Item 2. Acquisition or Disposition of Assets
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On August 5, 1996, ThermoSpectra Corporation (the "Company") acquired
substantially all of the assets (the "Assets") of NK Instruments Inc.
("NK"), a wholly-owned subsidiary of the Company's parent, Thermo
Instrument Systems Inc. ("THI"), for $21,527,000 in cash (the "Purchase
Price"). The Assets consist of the businesses of Kevex, Inc., a
manufacturer of X-ray microanalyzers and X-ray microfluorescence
instruments based in Valencia, California and Kevex X-Ray, Inc., a
manufacturer of micofocus X-ray tubes based in Scotts Valley, California
(together, the "Kevex Businesses"). The Kevex Businesses were acquired by
THI on March 29, 1996 as part of its purchase of substantially all of the
businesses comprising the Scientific Instruments Division of Fisons plc
("Fisons"), a wholly-owned subsidiary of Rhone-Poulenc Rorer Inc.
The Purchase Price represents the sum of (i) the net book value of the
Kevex Businesses at March 29, 1996 and (ii) the portion of the total
goodwill associated with THI's acquisition of the Fisons businesses equal
to the sales of the Kevex Businesses for the 1994 and 1995 fiscal years
relative to the total sales for such years of all of the Fisons businesses
acquired by THI.
The acquisition was made pursuant to an Asset Purchase Agreement dated
as of August 5, 1996 (the "Agreement"), among Kevex Instruments Inc., a
wholly-owned subsidiary of the Company, NK and THI. Under the terms of the
Agreement, the Purchase Price is subject to a post-closing adjustment based
on a post-closing adjustment to be negotiated between THI and Fisons. To
fund part of this acquisition, the Company borrowed $15,000,000 from Thermo
Electron Corporation pursuant to a promissory note due 1998 and bearing
interest at the 90-day Commercial Paper Composite Rate plus 25 basis
points, set at the beginning of each quarter. The remainder of the
Purchase Price was funded from cash on hand.
The Company has no present intention to use the Assets for purposes
materially different from the purposes for which such assets were used
prior to the acquisition. However, the Company will review the Kevex
Businesses and their assets, corporate structure, capitalization,
operations, properties, policies, management and personnel and, upon
completion of this review, may develop alternative plans or proposals,
including mergers, transfers of a material amount of assets or other
transactions or changes relating to such businesses.
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Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to October 18, 1996.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to October 18, 1996.
(c) Exhibits
2 Asset Purchase Agreement dated as of August 5, 1996 by and
among Kevex Instruments Inc., NK Instruments Inc. and Thermo
Instrument Systems Inc. (filed as Exhibit 2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 29,
1996 and incorporated herein by reference).
10.1 $15,000,000 Promissory Note dated as of August 5, 1996 issued
by the Company to Thermo Electron Corporation (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 29, 1996 and incorporated herein
by reference).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, on this 16th day of August 1996.
THERMOSPECTRA CORPORATION
By: /s/ Paul F. Kelleher
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Paul F. Kelleher
Chief Accounting Officer
AA962550035
