SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
August 5, 1996
________________________________________
THERMOSPECTRA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13876 04-3242970
(State or other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number)
Identification tion or organization) Number)
81 Wyman St., P.O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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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
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Financial 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
AA962260019
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