Filed Pursuant to Rule 424(b)(3)
of the Securities Act of 1933
(Registration No. 33-99110)
PROSPECTUS
1,707,000 Shares
THERMOSPECTRA CORPORATION
Common Stock
This Prospectus relates to 1,707,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
ThermoSpectra Corporation ("ThermoSpectra" or 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 Shareholder 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
sold by the Company in private placements pursuant to certain
Stock Purchase Agreements with the Company dated September 1,
September 2, October 13 and December 2, 1994 and October 12,
1995. See "Selling Shareholders."
_______________
The Common Stock offered hereby involves a high degree of risk.
See "RISK FACTORS" beginning at page 4.
_______________
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 SECURITIESCOMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PAGE
<PAGE>
____________________________
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 underwriter or otherwise.
The date of this Prospectus is October 30, 1996
_________________
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 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 7 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
2
PAGE
<PAGE>
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. 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.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
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, ThermoSpectra Corporation, c/o
Thermo Electron Corporation, 81 Wyman Street, P. O. Box 9046,
Waltham, Massachusetts 02254-9046 (telephone number:(617)
622-1000).
____________________
THE COMPANY
The Company develops, manufactures and markets precision
imaging, inspection and measurement instruments based on
high-speed data acquisition and digital processing technologies.
These instruments are generally combined with proprietary
operations and analysis software to provide industrial and
research customers with integrated systems that address their
specific needs. The Company's products include digital
oscillographic recorders that continuously measure and monitor
signals from various sensors; digital storage oscilloscopes
("DSOs") that are capable of taking hundreds of millions of
measurements per second of transient signals or short bursts of
data; data acquisition systems that combine the attributes of
DSOs and digital oscillographic recorders; X-ray microanalyzers
used as accessories to electron microscopes to provide elemental
materials analysis as a supplement to the microscope's imaging
capabilities; non-destructive X-ray inspection systems for
process monitoring and quality control applications; specialty
3
PAGE
<PAGE>
X-ray tubes for industrial and medical applications; and confocal
laser scanning microscopes that use laser light to generate
precise optical images primarily for life science applications.
As of September 28, 1996, Thermo Instrument beneficially
owned approximately 72% of the Company's outstanding Common
Stock. As of September 28, 1996, Thermo Instrument was an
81%-owned subsidiary of Thermo Electron Corporation ("Thermo
Electron"). The Company's principal executive offices are
located at 81 Wyman Street, Waltham, Massachusetts, and its
telephone number is (617) 622-1000.
RISK FACTORS
Investors should carefully consider the following factors in
evaluating the Company and its business before purchasing any of
such shares.
Uncertainty of Growth. Certain of the markets in which the
Company competes have been flat or declining over the past
several years. The Company has identified a number of strategies
it believes will allow it to grow its business, including
acquiring complementary businesses; developing new applications
for its technologies; and strengthening its presence in selected
geographic markets. No assurance can be given that the Company
will be able to successfully implement these strategies, or that
these strategies will result in growth of the Company's business.
Potential Increased Competition. The Company predominantly
sells its products in the high-performance segment of the markets
in which it competes. The products in this segment are generally
characterized by superior engineering and performance and compete
more on product specifications than on price. The other segments
of these markets are dominated by companies with substantially
greater financial resources than those of the Company. If these
larger companies enter the high-performance segment of the
market, no assurance can be given that the Company will be able
to successfully compete against them.
Need to Respond to Technological Change. Many of the
Company's products are primarily marketed based on their
technology. In order to be successful, the Company believes that
it will be important to continually improve the technology
underlying its products. No assurance can be given that the
Company will be able to do so or that a competitor of the Company
will not develop technology or products that will render the
Company's competing products non-competitive or obsolete.
4
PAGE
<PAGE>
Risks Associated with Acquisition Strategy. The Company's
strategy includes the acquisition of underperforming businesses
and technologies that complement or augment the Company's
existing product lines. Promising acquisitions are difficult to
identify and complete for a number of reasons, including
competition among prospective buyers and the need for regulatory
approvals, including antitrust approvals. There can be no
assurance that the Company will be able to integrate any acquired
businesses or make such businesses profitable.
Inability to Raise Future Capital; Possible Dilution. In
order to finance the acquisitions that are part of the Company's
growth strategy, it may be necessary for the Company to raise
additional funds either through public or private financings. Any
equity or debt financing, if available at all, may be on terms
which are not favorable to the Company and, in the case of an
equity financing, could result in dilution to the Company's
stockholders.
Possible Adverse Impact of Significant International
Operations. The Company expects that international sales will
continue to represent a significant portion of its revenues. In
fiscal 1995, international sales accounted for over 50% of the
Company's total pro forma revenues. These sales carry a number of
inherent risks, including risks associated with currency
exchange, tariffs and other potential trade barriers, potentially
reduced protection for intellectual property, the impact of
recessionary environments in economies outside the United States
and generally longer receivable collection patterns.
Risks Associated with Protection, Defense and Use of
Intellectual Property. The Company holds many patents relating
to various aspects of its products, and believes that proprietary
technical know-how is critical to many of its products.
Proprietary rights relating to the Company's products are
protected from unauthorized use by third parties only to the
extent that they are covered by valid and enforceable patents or
are maintained in confidence as trade secrets. There can be no
assurance that patents will issue from any pending or future
patent applications owned by or licensed to the Company or that
the claims allowed under any issued patents will be sufficiently
broad to protect the Company's technology and, in the absence of
patent protection, the Company may be vulnerable to competitors
who attempt to copy the Company's products or gain access to its
trade secrets and know-how. Proceedings initiated by the Company
to protect its proprietary rights could result in substantial
costs to the Company. There can be no assurance that competitors
of the Company will not initiate litigation to challenge the
validity of the Company's patents, or that they will not use
their resources to design comparable products that do not
5
PAGE
<PAGE>
infringe the Company's patents. There may also be pending or
issued patents held by parties not affiliated with the Company
that relate to the Company's products or technologies. The
Company may need to acquire licenses to, or contest the validity
of, any such patents. There can be no assurance that any license
required under any such patent would be made available on
acceptable terms or that the Company would prevail in any such
contest. The Company could incur substantial costs in defending
itself in suits brought against it or in suits in which the
Company may assert its patent rights against others. If the
outcome of any such litigation is unfavorable to the Company, the
Company's business and results of operations could be materially
adversely affected. In addition, the Company relies on trade
secrets and proprietary know-how which it seeks to protect, in
part, by confidentiality agreements with its collaborators,
employees and consultants. There can be no assurance that these
agreements will not be breached, that the Company would have
adequate remedies for any breach or that the Company's trade
secrets will not otherwise become known or be independently
developed by competitors.
Potential Conflict of Interest. For financial reporting
purposes, the Company's financial results are included in Thermo
Instrument's and Thermo Electron's consolidated financial
statements. Certain officers of the Company are also officers of
Thermo Instrument, Thermo Electron and/or other subsidiaries of
Thermo Electron, and are full-time employees of Thermo Instrument
or Thermo Electron. Such officers will devote only a portion of
their working time to the affairs of the Company. The members of
the Board of Directors and officers of the Company who are also
affiliated with Thermo Instrument or Thermo Electron will
consider not only the short-term and the long-term impact of
operating decisions on the Company, but also the impact of such
decisions on the consolidated financial results of Thermo
Instrument and/or Thermo Electron. In some cases the impact of
such decisions could be disadvantageous to the Company while
advantageous to Thermo Instrument and/or Thermo Electron, or vice
versa. The Company is a party to various agreements with Thermo
Electron that may limit the Company's operating flexibility.
Lack of Voting Control. The Company's shareholders do not
have the right to cumulate votes for the election of directors.
Thermo Instrument, which owns approximately 72% of the
outstanding voting stock of the Company, has the power to elect
the entire Board of Directors of the Company and to approve or
disapprove any corporate actions submitted to a vote of the
Company's shareholders.
Possible Volatility of Stock Price. Since public trading of
the Company's Common Stock commenced in August 1995, the market
6
PAGE
<PAGE>
price has fluctuated considerably, and it may continue to
fluctuate in the future. The Company believes that such factors
as announcements relating to product development, other
developments by the Company or its competitors, variations in
quarterly operating results, and the volatility of the stock
market, among other things, could cause the market price for the
Common Stock to fluctuate substantially.
Possible Adverse Effect from Sale of Shares Eligible for
Future Sale. The 8,999,186 shares of Common Stock owned by
Thermo Instrument are eligible for sale under Rule 144. In
addition, as long as Thermo Instrument is able to elect a
majority of the Company's Board of Directors, it will be able to
cause the Company at any time to register for resale all or a
portion of the Common Stock owned by Thermo Instrument.
Additional shares of Common Stock issuable upon exercise of
options which have been or may be granted under the Company's
stock-based compensation plans will become available for future
sale in the public market at prescribed times. Sales of a
significant number of shares of Common Stock in the public market
could adversely affect the market price of the Common Stock.
Lack of Dividends. The Company has never paid any cash
dividends on its Common Stock. The Board of Directors anticipates
that for the foreseeable future the Company's earnings, if any,
will be retained for use in the business and that no cash
dividends will be paid on the Common Stock.
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the number of shares of the Company's Common Stock
each owned, the number of Shares that may be offered by each of
them pursuant to this Prospectus and the number of Shares each
will own after completion of the offering, assuming all of the
Shares being offered hereby are sold.
Shares
Shares of Owned
Common Stock Shares After
Owned Prior to Being Completio
Selling Shareholder the Offering Offered n of the
------------------- ------------ -------
(1) Offering
--- --------
Lombard, Odier & Cie 357,600 262,500 95,100
Darier, Hentsch & Cie 192,000 160,000 32,000
Chase Manhattan, N.A. TTEE for
IBM Corp. Retirement Plan 116,850 116,850 0
Pitt & Co. 116,850 116,850 0
Venrock Associates 110,470 110,470 0
CEPA SA 90,000 90,000 0
7
PAGE
<PAGE>
Gerlach & Co. 80,000 80,000 0
Earl R. Lewis (2) 55,000 5,000 50,000
Discount Bank and Trust Company 52,850 750 52,100
ABN AMRO (Switzerland) 50,750 50,750 0
Crescent Holding GmbH 50,000 50,000 0
Venrock Associates II, L.P. 49,530 49,530 0
BP Pension Trustees Limited 40,000 40,000 0
HCM & Co. 40,000 40,000 0
Thomas Paine Investors LP 40,000 20,000 20,000
J. Henry Schroder Bank AG 32,000 30,000 2,000
AMBIT & CO. 25,000 25,000 0
Alexandra O. Bjorklund TTEE
Alexandra O. Bjorklund 1988
Trust U/A/D 11/11/88 20,000 15,000 5,000
Peter Moser, Yiska Moser,
Trustees FBO Yiska Moser
Trust U/A/D 2/15/90 20,000 10,000 10,000
The 1985 Rufeh Family Trust 20,000 20,000 0
U/A/D 12/20/85
Gerald Feldman 15,400 15,000 400
Elias Samaras & Dennis
Speliotis, Trustees, The
Artemis Zavaliangos 1991 15,000 10,000 5,000
Trust U/A/D 7/2/91
Linda Bassin 10,000 10,000 0
Paul A. Berkman & Judith M.
Berkman, JTWROS 10,000 10,000 0
John Kosid 10,000 10,000 0
Ruth Patel 10,000 7,000 3,000
Judy Shapiro 10,000 10,000 0
WNC Corporation 10,000 10,000 0
Soginvest Banca Lugano 8,900 7,500 1,400
Thomas O. McCarthy 8,000 5,000 3,000
Richard V. Aghababian 7,500 7,500 0
Swiss Bank Corporation, Geneva 7,500 7,500 0
Robert A. McCabe (3) 6,818 6,818 0
Michael Bollag 6,000 6,000 0
Volksbank Kufstein 6,000 6,000 0
Banque Clariden 5,000 5,000 0
Corman Foundation 5,000 5,000 0
Richard B. Felder 5,000 5,000 0
Henry A. Fredricks 5,000 5,000 0
8
PAGE
<PAGE>
Richard J. Gusick, IRA Account
Rollover, Cowen & Co. Cust. 6,500 5,000 1,500
James Joseph Linus, Smith
Barney IRA Custodian 5,000 5,000 0
Edwin McCarthy 5,000 5,000 0
Michael Mintz 5,000 5,000 0
Oddo et Cie 5,000 5,000 0
Peter Richman 5,000 5,000 0
Alan J. Rubin 5,000 5,000 0
Firooz Rufeh, Smith Barney as
Rollover Custodian 5,000 5,000 0
Jackie L. Stone 5,000 5,000 0
Yoav & Cynthia Shmuely JTWROS 5,000 5,000 5,000
Simon Zunamon 5,000 5,000 0
Richard & Christine Cowgill 4,400 4,000 400
JTWROS
Theobald M. Karch TTEE Theobald
M. Karch Revocable Trust
U/A/D 1/11/94 FBO Theobald M. 4,182 4,182 0
Karch
Stuart Albrecht 4,000 4,000 0
Baden-Wurttembergische Bank 4,000 4,000 0
Michael H. Carstens & Ortrud M. 4,000 2,500 1,500
Carstens JTWROS
Stanley H. Feldberg & Theodora
L. Feldberg, Trustees, The
Stanley Feldberg 1985
Revocable Trust dtd 12/20/85 4,000 4,000 0
Ann Herrmann 4,000 4,000 0
Francis Jungers (4) 4,000 2,000 2,000
Leonard Russin 4,000 4,000 0
William O. Flannery 3,500 3,500 0
George R. & Joann L. Dick 3,000 3,000 0
JTWROS
Matthew K. Kwiatek 3,000 3,000 0
M.D. Funding, Inc. 3,000 3,000 0
Paris Nicolaides TTEE FBO
George, Dora Razis U/A/D 3,000 3,000 0
8/10/81
Trude C. Taylor 3,000 3,000 0
James L. Fregosi 2,800 2,000 800
Seema Sachdeva & Rakeesh
Sachdeva JTWROS 2,600 2,000 600
9
PAGE
<PAGE>
Walter S. Burrage, Jr. 2,500 2,500 0
Mark W. Cahill 2,500 2,500 0
David Clark Minority Trust 2,500 2,500 0
Jonathan Clark Revocable Trust 2,500 2,500 0
Kitty R. Clark Revocable Trust 2,500 2,500 0
Focus Capital Corp. 2,500 2,500 0
Jonathan Piper 2,500 2,500 0
Patricia L. Riley Rev. Trust 2,500 2,500 0
Marvin Sharfstein 2,500 2,500 0
Alvin J. Smith 2,500 2,500 0
Frank C. Strasburger 2,500 2,500 0
Robert Frankel & Pessia Frankel 2,000 2,000 0
JTWROS
Natalie Karp and Jason Karp 2,000 2,000 0
Elaine Khalaf 2,000 2,000 0
Ronald Krinick 2,000 2,000 0
Murray Norkin & Lynne Norkin 2,000 2,000 0
JTWROS
Peter G. Pantazelos 2,000 2,000 0
Dr. Pairoj & Mrs. Surapee 2,000 1,000 1,000
Ruktanonchai
Lee Ruwitch 2,000 2,000 0
Michael J. Schmerin M.D. P.C.
Retirement Trust U/A/D 2,000 2,000 0
8/10/78
Steven W. Spira 2,000 2,000 0
Maureen M. Sweeney 2,000 1,000 1,000
Windy City, Inc. 2,000 2,000 0
Nicholas T. Zervas 2,000 2,000 0
Michael Zuk 2,000 2,000 0
Sam Wietschner & Tova
Wietschner JTWROS 1,800 1,800 0
Lloyd Arnel 1,500 1,500 0
James C. Linus TTEE James J. &
Sylvia R. Linus Grandchildren
Trust U/A/D 12/30/92 1,500 1,500 0
Jacqueline O'Neill 1,500 1,000 500
Steven J. Coleman 1,300 1,000 300
Suresh B. & Rambha S. Bhalala 1,200 1,000 200
Max D. Caldwell 1,200 1,000 200
Robert A. Fein & Rena Gray
Fein, JTWROS 1,000 1,000 0
Eugene Goodman 1,000 1,000 0
10
PAGE
<PAGE>
Carlo Koch 1,000 1,000 0
Bruce Lenthall Minority Trust 1,000 1,000 0
Elizabeth Lenthall Minority 1,000 1,000 0
Trust
Joshua Lenthall Minority Trust 1,000 1,000 0
Jay V. Narola & Kaushika J.
Narola JTWROS 1,000 1,000 0
Murray Norkin 1,000 1,000 0
Edward A. Sweeney 1,000 1,000 0
Joseph F. Sweeney 1,000 1,000 0
Alyssa A. Burrage Minority 500 500 0
Trust
Amanda B. Burrage Minority 500 500 0
Trust
Christopher L. Burrage Minority 500 500 0
Trust
Katherine S. Burrage Minority 500 500 0
Trust
Susannah D. Burrage Minority 500 500 0
Trust
Terence Hogan 460 460 0
Bear Stearns IRA fbo Terence 217 217 0
Hogan
Charles McQuaid 486 486 0
Ralph Wanger 2,317 2,317 0
LZW Family Investment 820 820 0
Partnership
Mone Anathan III 658 658 0
Robert D. Appelbaum 1,283 1,283 0
Ralph A. Bard, Jr., Trustee UAD
2/12/83 256 256 0
Bear Stearns IRA fbo Ben A. 346 346 0
Beavers
Ellen H. Block Revocable Trust
DTD 8/29/86 1,285 1,285 0
Daryl D. Boddicker Trust 657 657 0
Ann K. Butler 1,315 1,315 0
William J. Cadogan 577 577 0
Common Sense Partners, L.P. 6,582 6,582 0
Couderay Partners 1,947 1,947 0
Sara Crown 65 Trust 131 131 0
Terry D. Diamond Trust 610 610 0
John E. Doddridge 1,752 1,752 0
11
PAGE
<PAGE>
Bear Stearns IRA fbo Joseph P.
Durrett 516 516 0
Eugene H. Edson 579 579 0
Stephen M. Ehrlichman 256 256 0
S. Cody Engle 920 920 0
Roxanne H. Frank Trust DTD 486 486 0
3/16/84
Samuel J. Gerson 657 657 0
Howard N. Gilbert 657 657 0
The Goldfeder Family Trust 1,249 1,249 0
Lenore S. Greenberg Trust 1,050 1,050 0
Madeline Halpern 1,935 1,935 0
J. Davis Hamlin 889 889 0
TrustgDTD 7/31/87Revocable 1,707 1,707 0
Joan W. Harris Revocable Trust 244 244 0
DTD 4/1/93
William W. Harris Trust DTD 486 486 0
6/22/84
David F. Hinchman 578 578 0
Larry J. Hochberg Revocable 516 516 0
Trust
Roger L. Howe 3,349 3,349 0
Roger Howe Revocable Trust #2 1,030 1,030 0
Jerome Kahn Jr. Revocable Trust
DTD 10/16/87 244 244 0
Keim Family Partnership 436 436 0
Bear Stearns IRA fbo Alexander 128 128 0
S. Knopfler
Michael S. Koeneke 517 517 0
Alan J. Lacy 578 578 0
Lakeview Multi-Strategy Fund, 730 730 0
L.P.
Gladys K. Lazarus 1,032 1,032 0
Daniel H. Levy 516 516 0
John S. Lillard 578 578 0
J.M. Lozier Revocable Trust 517 517 0
C.H. Randolph Lyon, Jr. 1,155 1,155 0
Charles N. Matthewson Trust 1,315 1,315 0
Bear Stearns IRA fbo Edward J. 1,032 1,032 0
McCabe
Robert G. McVicker 516 516 0
Meier Family Partnership 640 640 0
12
PAGE
<PAGE>
Gerald B. Mitchell 887 887 0
MND Investment Company 576 576 0
S. William Pattis 578 578 0
Virginia H. Polsky Trust DTD 486 486 0
8/5/94
Qualified Terminal Interest 128 128 0
Trust UW Harry C. Woldenberg
Allen I. Questrom 1,315 1,315 0
Eric & Heather Reickert 516 516 0
Seahorse Investments, Inc. 826 826 0
Henry Shapiro 513 513 0
G. Nichols Simonds 517 517 0
Bear Stearns IRA fbo Edward W. 577 577 0
Smeds
Christopher & Mary Susan 577 577 0
Steffen
Michael & Susanna Steinberg 516 516 0
Jerome H. Stone 657 657 0
Joseph G. Temple Jr. 1,315 1,315 0
Thermo Electron Corporation (6) 9,000,039 1,153 8,999,186
James R. Trueman Trust DTD 6,551 6,551 0
4/8/86
Francis A. Waters 521 521 0
Winchester Partners 243 243 0
Rochelle Zell Revocable Trust 1,219 1,219 0
Flying Squirrel Fund, L.P. 35 35 0
----------------------------
(1)Except as otherwise reflected in the footnotes to this table,
all share ownership includes Shares owned by the Selling
Shareholders and shares that the Selling Shareholders have
the right to acquire within 60 days of March 30, 1996,
through the exercise of stock options.
(2)Earl R. Lewis is Chairman of the Board and Director of the
Company and Senior Vice President of Thermo Instrument.
(3)Robert A. McCabe is a Director of Thermo Electron.
(4)Francis Jungers is a Director of Thermo Electron.
(5)Donald E. Noble is a Director of Thermo Electron.
(6)Includes 8,999,186 shares of the Company's Common Stock owned
by Thermo Instrument, an 81%-owned subsidiary of Thermo
Electron.
The Shares are being registered to permit public secondary
trading of the Shares from time to time by the Selling
Shareholders. Of the Shares being offered by the Selling
13
PAGE
<PAGE>
Shareholders, 1,505,000 were sold by the Company in private
placement transactions pursuant to Stock Purchase Agreements with
the Company dated September 1, October 13 and December 2, 1994
and 202,000 of the Shares being offered by the Selling
Shareholders were sold by the Company in private placement
transactions pursuant to Stock Purchase Agreements with the
Company dated October 12, 1995 (collectively, the "Purchase
Agreements").
In the Purchase Agreements, 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 has agreed to
prepare and file such amendments and supplements to the
Registration Statement of which this Prospectus forms a part as
may be necessary to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant
thereto or until such Shares are no longer, by reason of Rule
144(k) under the Securities Act or any other rule of similar
effect, required to be registered for the public 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
underwriter or otherwise.
14
PAGE
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
three-month period ended March 30, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the
three-month period ended June 29, 1996.
(d) The Company's Current Report on Form 8-K filed with the
Commission on August 19, 1996 with respect to events
occurring on August 5, 1996, as amended by Form 8K-A
filed with the Commission on October 1, 1996.
(e) 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 and other documents 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.
LEGAL MATTERS
Certain legal matters relating to the Shares offered hereby
have been passed upon for the Company by Seth H. Hoogasian, Esq.,
General Counsel of Thermo Electron, Thermo Instrument and the
Company. As of the date of such opinion, Mr. Hoogasian owned or
had the right to acquire 5,000 shares of Common Stock, 23,438
shares of common stock of Thermo Instrument and 82,385 shares of
common stock of Thermo Electron.
EXPERTS
15
PAGE
<PAGE>
The financial statements and schedules of the Company
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 30, 1995
and the financial statements of Kevex, Inc. incorporated in this
Prospectus by reference to the Company's Current Report on Form
8-K filed with the Commission on August 19, 1996 with respect to
events occurring on August 5, 1996, as amended by Form 8K-A filed
with the Commission on October 1, 1996, 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 and therein in
reliance upon the authority of said firm as experts in giving
said reports.
AA963040026
16
