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 15, 1997
________________________________________
THERMOSPECTRA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-3876 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
SWaltham, 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 5. Other Events
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On July 15, 1997, ThermoSpectra Corporation (the "Company") issued a
press release, attached hereto as Exhibit 99, to announce that it had
agreed in principle to purchase NESLAB Instruments, Inc. from Thermo
Instruments Systems Inc., the Company's parent corporation, for
approximately $82 million, subject to post-closing adjustments.
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: not applicable.
(b) Pro Forma Combined Condensed Financial Information: not
applicable.
(c) Exhibits
99 Press Release of the Company, dated July 15, 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 21st day of July 1997.
THERMOSPECTRA CORPORATION
By: /s/ Melissa F. Riordan
----------------------
Melissa F. Riordan
Treasurer
AA972020036
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EXHIBIT 99
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Investor Contact: 617-622-1111
Media Contact: 617-622-1252
THERMOSPECTRA PLANS TO ACQUIRE THE NESLAB INSTRUMENTS SUBSIDIARY OF LIFE
SCIENCES INTERNATIONAL
WALTHAM, Mass., July 15, 1997 -- ThermoSpectra Corporation (ASE-THS)
announced today that the boards of directors of ThermoSpectra and Thermo
Instrument Systems Inc. (ASE-THI) have agreed in principle on the sale of
NESLAB Instruments, Inc. to ThermoSpectra. NESLAB is a wholly owned
subsidiary of Life Sciences International, which was acquired in March 1997
by Thermo Instrument Systems, the majority owner of ThermoSpectra. The
purchase price is expected to be approximately $82 million, subject to a
post-closing adjustment, consisting of a combination of the assumption of
debt and the issuance of ThermoSpectra common stock.
Newington, New Hampshire-based NESLAB Instruments is a global supplier
of temperature control products for applications including cooling
semiconductor wafer processors, cooling packaging equipment in the
pharmaceutical industry, and cooling analytical instruments in research and
development laboratories. NESLAB has doubled its business over the last
five years to its current revenue level of approximately
$65 million, with double-digit profit margins.
"We are very pleased about this acquisition. NESLAB adds a new line of
business to ThermoSpectra that broadens our existing product offerings,"
said Theo Melas- Kyriazi, president and chief executive officer of
ThermoSpectra. "I would like to welcome the employees of NESLAB to the
growing ThermoSpectra family."
"This is a very exciting time for all of us at NESLAB. We will become
part of a group of companies within ThermoSpectra that has an important
focus on the electronics and semiconductor markets. With over 50% of our
1996 revenues sold into these industries, we are in a position to work with
our new sister companies to expand our overall presence in these growing
markets," said Andrew Bebbington, president of NESLAB Instruments.
This transaction is subject to several conditions, including
completion by ThermoSpectra of its due diligence investigation, the
negotiation of a mutually satisfactory definitive agreement, and after the
execution of a definitive agreement, the receipt by ThermoSpectra of
shareholder approval to issue its shares in the transaction. Due to the
company's majority ownership by Thermo Instrument Systems, the outcome of
this vote is assured, and accordingly, for accounting purposes, after the
execution of a definitive agreement, this acquisition will be deemed
effective March 12, 1997, the date Thermo Instrument Systems purchased Life
Sciences International.
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ThermoSpectra Corporation develops, manufactures, and markets
precision imaging, inspection, and measurement instrumentation that uses
high-speed data acquisition and digital processing technologies. The
products are typically used for quality control and research and
development applications. ThermoSpectra is a subsidiary of Thermo
Instrument Systems Inc., a Thermo Electron company. More information is
available on the Internet at http://www.thermo.com/subsid/ths.html.
This press release contains forward-looking statements that involve a
number of risks and uncertainties. Important factors that could cause
actual results to differ materially from those indicated by such
forward-looking statements are set forth under the caption "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for
the year ended December 28, 1996, including the uncertainty of market
growth; the impact of technological change, significant international
operations, and competitive products and pricing; and risks associated with
the company's acquisition strategy and with the protection, defense, and
use of intellectual property.
