SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------------
AMENDMENT NO. 1 ON FORM 8-K/A
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 (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street, 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)
PAGE
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FORM 8-K/A
Item 2. Acquisition or Disposition of Assets
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 microfocus 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 of the Fisons businesses acquired for such
years.
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. In order 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 business.
2PAGE
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FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
Attached hereto.
3PAGE
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kevex Inc.:
We have audited the accompanying consolidated balance sheet of
Kevex Inc. and subsidiary as of December 31, 1995, and the related
consolidated statements of operations, cash flows, and equity for the
year ended December 31, 1995. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Kevex Inc. and subsidiary as of December 31, 1995 and the results of
their operations and their cash flows for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Boston, Massachusetts
June 14, 1996 (except with respect to
the matter discussed in Note 7, as
to which the date is August 5, 1996)
1PAGE
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KEVEX INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands)
Period from
January 1,
Three Months 1996
Ended through
March 31, March 29,
1995 1995 1996
--------- --------- ---------
(Unaudited)
Revenues (Note 5) $28,989 $ 7,009 $ 6,219
------- ------- -------
Costs and Operating Expenses:
Cost of revenues 19,083 5,081 5,200
Selling, general and
administrative expenses 8,354 2,092 2,854
Research and development
expenses 2,918 784 838
------- ------- -------
30,355 7,957 8,892
------- ------- -------
Loss Before Income Tax Benefit (1,366) (948) (2,673)
Income Tax Benefit (Note 3) - - -
------- ------- -------
Net Loss $(1,366) $ (948) $(2,673)
======= ======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
2PAGE
<PAGE>
KEVEX INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
March 29,
1995 1996
---------- -----------
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 1,127 $ 844
Accounts receivable, less allowances
of $481 and $597 6,817 5,826
Inventories 5,419 4,835
Other current assets 227 234
-------- --------
13,590 11,739
-------- --------
Property, Plant and Equipment, at Cost, Net 7,006 7,009
-------- --------
Cost in Excess of Net Assets of Acquired
Company 2,467 2,449
-------- --------
$ 23,063 $ 21,197
======== ========
Liabilities and Equity
Current Liabilities:
Accounts payable $ 1,303 $ 1,444
Accrued payroll and employee benefits 945 1,230
Accrued installation and warranty expenses 645 728
Deferred revenue 1,381 1,748
Other accrued expenses 1,158 915
-------- --------
5,432 6,065
-------- --------
Commitments (Note 4)
Equity:
Common stock, $.10 par value, 1,000 shares
authorized; 1,000 shares issued - -
Capital in excess of par value 41,427 41,427
Accumulated deficit (23,796) (26,295)
-------- --------
17,631 15,132
-------- --------
$ 23,063 $ 21,197
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
3PAGE
<PAGE>
KEVEX INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Period from
January 1,
Three Months 1996
Ended through
March 31, March 29,
1995 1995 1996
--------- --------- ---------
(Unaudited)
Operating Activities:
Net loss $(1,366) $ (948) $(2,673)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 1,080 295 280
Loss on disposal of property,
plant and equipment 124 10 114
Provision for losses on
accounts receivable 289 - 119
Changes in current accounts:
Accounts receivable (1,992) (1,890) 872
Inventories (64) (1,018) 584
Other current assets (64) (259) (7)
Accounts payable (811) 71 97
Other current liabilities 1,226 1,559 536
------- ------- -------
Net cash used in
operating activities (1,578) (2,180) (78)
------- ------- -------
Investing Activities:
Purchases of property, plant
and equipment (1,084) (263) (379)
Other 28 - -
------- ------- -------
Net cash used in
investing activities (1,056) (263) (379)
------- ------- -------
Financing Activities:
Net transfer from parent
company 3,212 1,894 174
------- ------- -------
Net cash provided by
financing activities 3,212 1,894 174
------- ------- -------
Increase (Decrease) in Cash and
Cash Equivalents 578 (549) (283)
Cash and Cash Equivalents at
Beginning of Period 549 549 1,127
------- ------- -------
Cash and Cash Equivalents at
End of Period $ 1,127 $ - $ 844
======= ======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
4PAGE
<PAGE>
KEVEX INC.
CONSOLIDATED STATEMENT OF EQUITY
(In thousands)
Common Capital in
Stock, $.10 Excess of Accumulated
Par Value Par Value Deficit
----------- ---------- -----------
Balance December 31, 1994 $ - $ 41,427 $(25,642)
Net loss - - (1,366)
Net transfer from parent company - - 3,212
-------- -------- --------
Balance December 31, 1995 - 41,427 (23,796)
(Unaudited)
Net loss - - (2,673)
Net transfer from parent company - - 174
-------- -------- --------
Balance March 29, 1996 $ - $ 41,427 $(26,295)
======== ======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
5PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The accompanying financial statements include the accounts of
Kevex, Inc. (the Company), and subsidiary (Kevex X-Ray). The Company
develops, manufactures, and markets X-ray microanalyzers, X-ray
microfluorescence instruments, and microfocus X-ray tubes. The Company
was a wholly owned subsidiary of Fisons plc (Fisons) through March 29,
1996.
Principles of Consolidation
The accompanying financial statements include the accounts of the
Company and its wholly owned subsidiary. All material intercompany
accounts and transactions have been eliminated.
Revenue Recognition
The Company recognizes product revenue upon shipment. The Company
provides a reserve for its estimate of warranty and installation costs at
the time of shipment. Deferred revenue in the accompanying balance sheet
consists of unearned revenue on service contracts which is recognized as
revenue over the life of the service contract. Substantially all of the
deferred revenue included in the accompanying 1995 balance sheet will be
recognized within one year.
Software Development Costs
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed," software development costs are expensed
as incurred until technological feasibility has been established. The
Company believes that under its current process for developing software,
the software is essentially completed concurrently with the establishment
of technological feasibility. Accordingly, no software development costs
have been capitalized.
Income Taxes
The Company's operations are included in groups that file
consolidated or combined income tax returns with other Fisons operations.
Fisons' intercompany tax allocation policy is for each division to
calculate income tax expense on a separate return basis.
In accordance with SFAS No. 109, "Accounting for Income Taxes," the
Company recognizes deferred income taxes based upon the expected future
tax consequences of differences between the financial statement basis and
the tax basis of assets and liabilities, calculated using enacted tax
rates in effect for the year in which the differences are expected to be
reflected on the tax returns.
6PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
Cash and Cash Equivalents
Securities with an original maturity of three months or less are
classified as cash equivalents. Cash equivalents are carried at cost,
which approximates market value.
Inventories
Inventories are stated at the lower of cost (on a first-in,
first-out basis) or market value and include materials, labor, and
manufacturing overhead. The components of inventories are as follows:
December 31, March 29,
(In thousands) 1995 1996
---------------------------------------------------------------------
(Unaudited)
Raw materials and supplies $ 3,506 $ 3,269
Work in process 1,828 1,120
Finished goods 85 446
------- -------
$ 5,419 $ 4,835
======= =======
Property, Plant and Equipment
The costs of additions and improvements are capitalized, while
maintenance and repairs are charged to expense as incurred. The Company
provides for depreciation using the straight-line method over the
estimated useful lives of the property as follows: buildings, 20 to 40
years; machinery and equipment, 3 to 10 years; and leasehold
improvements, the shorter of the term of the lease or the life of the
asset. Property, plant and equipment consist of the following:
December 31, March 29,
(In thousands) 1995 1996
---------------------------------------------------------------------
(Unaudited)
Land $ 1,295 $ 1,295
Buildings 3,992 4,467
Machinery and equipment 6,383 5,765
------- -------
11,670 11,527
Less: Accumulated depreciation 4,664 4,518
------- -------
$ 7,006 $ 7,009
======= =======
Cost in Excess of Net Assets of Acquired Company
The excess of cost over the fair value of net assets of acquired
company is amortized using the straight-line method over 40 years.
Accumulated amortization was $352,000 at year-end 1995.
7PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
Fair Value of Financial Instruments
The Company's financial instruments consist mainly of cash and cash
equivalents, receivables, accounts payable and accrued expenses. The
carrying amounts of the Company's cash and cash equivalents, receivables,
accounts payable and accrued expenses approximate their fair value due to
the short-term nature of these instruments.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Interim Financial Statements
The financial statements as of March 29, 1996 and for the
three-month period ended March 31, 1995 and for the period from January
1, 1996 through March 29, 1996, are not audited but, in the opinion of
management, reflect all adjustments of a normal recurring nature
necessary for a fair presentation of results for these interim periods.
The results for the period from January 1, 1996 through March 29, 1996
are not necessarily indicative of the results to be expected for the
entire year.
2. Employee Benefit Plans
Substantially all of the Company's full-time employees are eligible
to participate in a 401(k) savings plan sponsored by Fisons.
Contributions to the 401(k) savings plan are made by both the employee
and the Company. Company contributions are based upon the level of
employee contributions. For this plan, the Company contributed and
charged to expense $218,000 in 1995.
3. Income Taxes
No benefit for income taxes is reflected in the Company's financial
statements because of valuation allowances required on a separate company
basis.
The benefit for income taxes differs from the benefit calculated by
applying the statutory federal income tax rate of 34% to loss before
provision for income taxes due to the following:
(In thousands) 1995
---------------------------------------------------------------------
Income tax benefit at statutory rate $(464)
Valuation allowance increase 464
-----
$ -
=====
8PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
The components of prepaid income taxes in the accompanying 1995
balance sheet consist of the following:
(In thousands) 1995
------------------------------------------------------------------------
Prepaid income taxes:
Reserves and accruals $ 214
Inventory basis difference 1,222
Accrued compensation 284
Allowance for doubtful
accounts 188
Depreciation (521)
Loss carryforward 7,864
Other 145
-------
9,396
Less: valuation allowance (9,396)
-------
$ -
=======
Due to cumulative losses, a valuation allowance has been
established to reserve for the uncertainty of the realizability of the
net deferred tax assets. As of December 31, 1995 the Company had federal
net operating loss carryforwards of approximately $20 million which
expire through 2010.
4. Commitments
The Company leases portions of its office and operating facilities
under various operating lease arrangements. The accompanying statement of
operations includes expenses from operating leases of $428,000 in 1995.
Future minimum payments due under noncancelable operating leases at
December 31, 1995, are $437,000 in 1996; $437,000 in 1997; and $358,000
in 1998. Total future minimum lease payments are $1,232,000.
9PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
5. Segment Data and Export Sales
The Company's business consists of X-ray microanalysis and
microfluorescence instruments and microfocus X-ray tubes.
1995
-------------
(In thousands)
Revenues:
Microanalysis and Microfluorescence Instruments $22,836
Microfocus X-ray Tubes 7,166
Intersegment Sales Elimination (1,013)
-------
$28,989
=======
Income (Loss) Before Income Taxes:
Microanalysis and Microfluorescence Instruments $(2,339)
Microfocus X-ray Tubes 973
-------
$(1,366)
=======
Identifiable Assets:
Microanalysis and Microfluorescence Instruments $16,793
Microfocus X-ray Tubes 6,270
-------
$23,063
=======
Depreciation and Amortization:
Microanalysis and Microflourescence Instruments $ 809
Microfocus X-ray Tubes 271
-------
$ 1,080
=======
Capital Expenditures:
Microanalysis and Microfluorescence Instruments $ 701
Microfocus X-ray Tubes 383
-------
$ 1,084
=======
Export Revenues (a):
Japan $ 3,415
Other 2,882
-------
$ 6,297
=======
(a)In general, export sales are denominated in U.S. dollars.
10PAGE
<PAGE>
Kevex Inc.
Notes To Consolidated Financial Statements
7. Subsequent Event
On March 29, 1996, Thermo Instrument Systems Inc. (Thermo
Instrument) acquired a substantial portion of the businesses (including
the Company) comprising the Scientific Instrument Division of Fisons, a
wholly owned subsidiary of Rhone-Poulenc Rorer, Inc. Pursuant to an
agreement executed on August 5, 1996, ThermoSpectra Corporation, a
majority-owned subsidiary of Thermo Instrument, acquired the Company from
Thermo Instrument for $21.5 million, subject to a post-closing
adjustment.
11PAGE
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FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(b) Pro Forma Combined Condensed Financial Information
The following unaudited pro forma combined condensed financial
statements set forth the results of operations for the year ended
December 30, 1995 and for the six months ended June 29, 1996, as if the
acquisition of the Kevex Businesses by the Company had occurred at the
beginning of fiscal 1995 and assuming there are no post-closing purchase
price adjustments. A pro forma combined condensed balance sheet at June
29, 1996 has not been provided since the Kevex Businesses have been
reflected in the June 29, 1996 balance sheet included in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 29, 1996 filed
with the Securities and Exchange Commission. As a result of the Kevex
Businesses and the Company being under the common majority control of
Thermo Instrument from March 29, 1996, the date the Kevex Businesses were
acquired by Thermo Instrument, the operating results of the Kevex
Businesses have been included in the Company's results of operations from
March 29, 1996, in a manner similar to a pooling of interests.
The pro forma results of operations are not necessarily indicative
of future operations or the actual results that would have occurred had
the acquisition of the Kevex Businesses been consummated at the beginning
of fiscal 1995. The financial statements filed under part (a) of this
item should be read in conjunction with these pro forma combined
condensed financial statements.
4PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
Year Ended December 30, 1995
(Unaudited)
Historical Pro Forma
------------------------ ----------------------
ThermoSpectra Kevex Adjustments Combined
------------- -------- ----------- --------
(In thousands except per share amounts)
Revenues $ 91,714 $ 28,989 $ (1,275) $119,428
-------- -------- -------- --------
Costs and Expenses:
Cost of revenues 46,384 19,083 (1,215) 64,252
Selling, general and
administrative
expenses 28,501 8,354 517 37,372
Research and development
expenses 9,036 2,918 - 11,954
-------- -------- -------- --------
83,921 30,355 (698) 113,578
-------- -------- -------- --------
Operating Income (Loss) 7,793 (1,366) (577) 5,850
Interest Income 820 - (410) 410
Interest Expense, Related
Party (707) - (942) (1,649)
-------- -------- -------- --------
Income (Loss) Before
Provision for Income
Taxes 7,906 (1,366) (1,929) 4,611
Provision (Benefit) for
Income Taxes 3,312 - (1,252) 2,060
-------- -------- -------- --------
Net Income (Loss) $ 4,594 $ (1,366) $ (677) $ 2,551
======== ======== ======== ========
Earnings per Share $ .41 $ .23
======== ========
Weighted Average Shares 11,250 11,250
======== ========
See notes to pro forma combined condensed financial statements.
5PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
Six Months Ended June 29, 1996
(Unaudited)
Historical Pro Forma
------------------------ ----------------------
ThermoSpectra Kevex Adjustments Combined
------------- -------- ----------- --------
(In thousands except per share amounts)
Revenues $ 58,208 $ 6,219 $ (228) $ 64,199
-------- -------- -------- --------
Costs and Expenses:
Cost of revenues 30,340 5,200 (288) 35,252
Selling, general and
administrative expenses 17,076 2,854 105 20,035
Research and development
expenses 6,075 838 - 6,913
-------- -------- -------- --------
53,491 8,892 (183) 62,200
-------- -------- -------- --------
Operating Income (Loss) 4,717 (2,673) (45) 1,999
Interest Income 512 - (187) 325
Interest Expense, Related
Party (209) - (430) (639)
-------- -------- -------- --------
Income (Loss) Before
Provision for Income
Taxes 5,020 (2,673) (662) 1,685
Provision for Income Taxes 2,022 - (1,267) 755
-------- -------- -------- --------
Net Income (Loss) $ 2,998 $ (2,673) $ 605 $ 930
======== ======== ======== ========
Earnings per Share $ .24 $ .07
======== ========
Weighted Average Shares 12,435 12,435
======== ========
See notes to pro forma combined condensed financial statements.
6PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The allocation of the purchase price is based on an estimate of the
fair market value of the net assets acquired and is subject to
adjustment. To date, no information has been gathered that would cause
the Company to believe that the final allocation of the purchase price
will be materially different than the preliminary estimate.
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Operations (In thousands, except in text)
Six Months
Year Ended Ended
December 30, June 29,
1995 1996
------------ ----------
Debit (Credit)
Revenues
Sales elimination for sales between
ThermoSpectra and the Kevex Businesses $ 1,275 $ 228
------- -------
Cost of Revenues
Cost of sales elimination for sales
between ThermoSpectra and the Kevex
Businesses (1,275) (228)
Increase in the work-in-process
inventory of the Kevex Businesses to
the estimated selling price, less
the sum of the costs of disposal
and a reasonable profit allowance
for the Company's manufacturing and
selling efforts 60 -
Reversal of work-in-process inventory
writeup recorded in ThermoSpectra's
historical Statement of Operations for
the three months ended June 29, 1996 - (60)
------- -------
(1,215) (288)
------- -------
7PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Operations (In thousands, except in text)
(continued)
Six Months
Year Ended Ended
December 30, June 29,
1995 1996
------------ ----------
Debit (Credit)
Selling, General and
Administrative Expenses
Service fee of 1.20% and 1.0% calculated
on the incremental revenues of the
Kevex Businesses for the year ended
December 30, 1995 and for the three
months ended March 30, 1996, respectively,
for services provided under a services
agreement between the Company and
Thermo Electron Corporation $ 333 $ 60
Elimination of amortization of cost in
excess of net assets of acquired company
recorded in the historical financial
statements of the Kevex Businesses (70) (18)
Amortization over 40 years of cost in
excess of net assets of acquired
companies created by the acquisition
of the Kevex Businesses 254 63
------ -------
517 105
------ -------
Interest Income
Decrease in interest income earned
attributable to the lower cash
position as a result of a net
cash payment of $6,527,000 to
acquire the Kevex Businesses,
calculated using the 90-day
Commercial Paper Composite
Rate plus 25 basis points, or
6.28% for the year ended
December 30, 1995, and 5.73%
for the six months ended
June 29, 1996 410 187
------- -------
8PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Operations (In thousands, except in text)
(continued)
Six Months
Year Ended Ended
December 30, June 29,
1995 1996
------------ ----------
Debit (Credit)
Interest Expense
Increase in interest expense as a
result of the issuance of a
$15,000,000 promissory note to
Thermo Electron to partially
finance the acquisition of the Kevex
Businesses, calculated using the
90-day Commercial Paper Composite
Rate plus 25 basis points, or 6.28%
for the year ended December 30,
1995, and 5.73% for the six
months ended June 29, 1996 $ 942 $ 430
------- -------
Provision for Income Taxes
Income tax benefit associated with
the adjustments above, in addition
to the tax impact of losses at
the Kevex Businesses, calculated at
an income tax rate of 38% (1,252) (1,267)
------- -------
9PAGE
<PAGE>
FORM 8-K/A
THERMOSPECTRA CORPORATION
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(c) Exhibits
23 Consent of Arthur Andersen LLP
10PAGE
<PAGE>
FORM 8-K/A
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 1st day of October
1996.
THERMOSPECTRA CORPORATION
Paul F. Kelleher
------------------------------
Paul F. Kelleher
Chief Accounting Officer
11<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our report (and to all references to our Firm) included in or made a part
of the ThermoSpectra Corporation Current Report on Form 8-K/A.
Arthur Andersen LLP
Boston, Massachusetts
September 27, 1996
