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):
July 30, 1997
________________________________________
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)
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Item 2. Acquisition or Disposition of Assets
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On July 30, 1997, ThermoSpectra Corporation (the "Company") entered
into an agreement to acquire NESLAB Instruments, Inc. and its related sales
and service entity, NESLAB Instruments Europa BV in the Netherlands
(together "NESLAB"), from the Life Sciences International PLC subsidiary
("LSI") of Thermo Instrument Systems Inc. ("Thermo Instrument"), the
Company's majority owner. In March 1997, Thermo Instrument acquired
approximately 95% of the outstanding shares of LSI, a London Stock
Exchange-listed company. Subsequently, Thermo Instrument acquired the
remaining shares of LSI capital stock. NESLAB, based in New Hampshire, is
a global supplier of temperature-control products.
The purchase price for NESLAB is $77.4 million, and represents the sum
of the net tangible book value of the acquired business at June 28, 1997
plus a percentage of Thermo Instrument's total goodwill associated with its
acquisition of LSI, based on the 1996 revenues of NESLAB relative to LSI's
1996 consolidated revenues. The purchase price is subject to a
post-closing adjustment based on final determination of the net tangible
book value of the acquired business and a final calculation of Thermo
Instrument's total goodwill associated with the acquisition of LSI.
The acquisition will be made pursuant to a Share Purchase Agreement
dated as of July 30, 1997 (the "Agreement"), among the Company and Thermo
Instrument. The purchase price of $77.4 million will be paid through the
issuance of 2,869,717 shares of the Company's common stock (valued at $32.6
million) and the assumption of debt to Thermo Instrument totaling $44.8
million. The closing of the transaction will take place as soon as the
shares of common stock to be issued in connection with the acquisition are
listed for trading upon the American Stock Exchange (the "Exchange"). The
Exchange requires that the listing be approved by the holders of a majority
of the Company's outstanding shares present and voting at a shareholders'
meeting. The meeting is expected to be held before the end of 1997.
Thermo Instrument has agreed to vote all of the shares of the Company's
common stock held by it as of the record date of the meeting in favor of
the listing of the Company's shares and all matters related thereto. As of
June 28, 1997, before giving effect to the issuance of the shares to be
issued pursuant to the Agreement, Thermo Instrument owned approximately
72.1% of the outstanding common stock of the Company. Giving effect to the
issuance of such shares, Thermo Instrument would own approximately 77.3% of
such outstanding common stock as of such date.
Because the Company and NESLAB were deemed for accounting purposes to
be under control of their common majority owner, Thermo Instrument, the
transaction has been accounted for in a manner similar to a pooling of
interests. Accordingly, the Company's financial statements (including the
financial statements included as part of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 28, 1997) include the results of
NESLAB from March 12, 1997, the date the business was acquired by Thermo
Instrument, and the shares issuable subject to listing on the Exchange have
been deemed outstanding from that date.
The Company has no present intention to use the assets of NESLAB for
purposes materially different from the purposes for which such assets were
used prior to the acquisition. However, the Company will continue to
review such business' assets, corporate structures, capitalizations,
operations, properties, policies, managements and personnel and, upon
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completion of this review, may develop additional or alternative plans or
proposals, including mergers, transfers of a material amount of assets or
other additional transactions or changes relating to such business.
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: Information
meeting the requirements of this Item 7(a) will be filed by
amendment within the time period permitted by Item 7(a)(4) of
Form 8-K.
(b) Pro Forma Combined Condensed Financial Information:
Information meeting the requirements of this Item 7(b) will
be filed by amendment within the time period permitted by
Item 7(a)(4) of Form 8-K.
(c) Exhibits
2. Share Purchase Agreement dated as of July 30, 1997,
among ThermoSpectra Corporation and Thermo Instrument
Systems Inc. (incorporated by reference from Exhibit
2.1 to the Company's Quarterly Report on Form 10-Q for
the Quarter ended June 28, 1997).
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 11th day of August 1997.
THERMOSPECTRA CORPORATION
By: /s/ Melissa F. Riordan
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Melissa F. Riordan
Treasurer
AA972230003
