As filed with the Securities and Exchange Commission on April 4,1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THERMOSPECTRA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 04-3242970
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
81 Wyman Street, Waltham, Massachusetts 02254-9046
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS CORPORATION
1988 INCENTIVE STOCK PLAN
(Full Title of Plan)
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SANDRA L. LAMBERT, SECRETARY
THERMOSPECTRA CORPORATION
C/O THERMO ELECTRON CORPORATION
81 Wyman Street
Post Office Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
SETH H. HOOGASIAN, ESQUIRE
GENERAL COUNSEL
THERMOSPECTRA CORPORATION
C/O THERMO ELECTRON CORPORATION
81 Wyman Street
Post Office Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
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CALCULATION OF REGISTRATION FEE
Title of each class Proposed Proposed Amount of
of securities to be Amount to maximum maximum registration
registered be offering aggregate fee
registered price per offering price
(1) share (2) (2)
Common Stock, $.01
par value per share 234,000 $12.9375 $3,027,375 $917.39
shs.
In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein and an indeterminate number of shares of the Registrant's
Common Stock as may be issuable in connection with adjustments under such
plans to reflect certain changes in the Registrant's capital structure,
including stock dividends or stock split-ups.
(1) The shares registered hereunder are divided among the various plans as
set forth in the following table:
Name of Plan No. of Shares
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THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN 50,000
THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS
CORPORATION 1988 INCENTIVE STOCK PLAN 184,000
(2) Estimated solely for the purpose of calculating the amount of
registration fee. The calculation of the proposed maximum aggregate
offering price has been based upon (1) the registration hereunder of an
aggregate of 234,000 shares and (2) the average of the high and low sales
prices, $13.125 and $12.75, respectively, of the Registrant's Common Stock
on the American Stock Exchange on April 3, 1997 as reported in The Wall
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Street Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following ThermoSpectra Corporation (the "Company") documents
previously filed with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K, for the year ended
December 28, 1996.
(2) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description.
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All reports or proxy statements filed by the Company pursuant to
Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates of
filing such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the Common Stock offered hereby has been passed upon
by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
is also the General Counsel of Thermo Instrument Systems Inc., the majority
stockholder of the Company and Thermo Electron Corporation, the majority
stockholder of Thermo Instrument Systems Inc. Mr. Hoogasian is a full-time
employee of Thermo Electron Corporation and owns or has the right to
acquire 6,000 shares of Common Stock, 16,738 shares of common stock of
Thermo Instrument Systems Inc. and 115,928 shares of common stock of Thermo
Electron Corporation.
Item 6. Indemnification of Directors and Officers.
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The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its shareholders and provide for indemnification of the
Company's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are
indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, actions
that the indemnitee had not reasonable cause to believe were unlawful. The
Company also has indemnification agreements with its directors and officers
that provide for the maximum indemnification allowed by law. Reference is
made to the Company's Certificate of Incorporation, By-Laws and form of
Indemnification Agreement for Officers and Directors included as Exhibits
3.1, 3.2 and 10.22, respectively, to the Company's Registration Statement
on Form S-1 (Registration No. 333-93778), each of which is hereby
incorporated by reference.
Thermo Electron has an insurance policy which insures the directors
and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in connection
with the performance of their duties.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Exhibit Index immediately preceding the Exhibits to this
Registration Statement.
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Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
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15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Massachusetts, on this
3rd day of April 1997.
THERMOSPECTRA CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Executive Officer,
President and Director
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John N. Hatsopoulos, Paul F.
Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
each of them, as his true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full
power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
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/s/ Theo Melas-Kyriazi Chief Executive April 3, 1997
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Theo Melas-Kyriazi Officer, President
and Director
(Principal
Executive Officer)
/s/ Earl R. Lewis Director and April 3, 1997
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Earl R. Lewis Chairman of the
Board
/s/ Elias P. Gyftopoulos Director April 3, 1997
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Elias P. Gyftopoulos
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Signature Title Date
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/s/ Arvin H. Smith Director April 3, 1997
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Arvin H. Smith
/s/ Michael P. Stansky Director April 3, 1997
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Michael P. Stansky
/s/ John N. Hatsopoulos Vice President and April 3, 1997
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John N. Hatsopoulos Chief Financial
Officer (Principal
Financial Officer)
/s/ Paul F. Kelleher Chief Accounting April 3, 1997
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Paul F. Kelleher Officer (Principal
Accounting
Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Seth H. Hoogasian, Esq.
(included in Exhibit 5).
24 Power of Attorney
(See Signature Page of this Registration Statement).
Exhibit 5
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ThermoSpectra Corporation
81 Wyman Street
Waltham, MA 02254-9046
April 2, 1997
ThermoSpectra Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8 Relating to 234,000 Shares
of the Common Stock, $.01 par value, of ThermoSpectra Corporation
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Ladies and Gentlemen:
I am General Counsel to ThermoSpectra Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in connection with
the registration under the Securities Act of 1933, as amended, on Form S-8
(the "Registration Statement"), of 234,000 shares of the Company's Common
Stock, $.01 par value per share (the "Shares") subject to the following
employee benefit plans (each, a "Plan"): ThermoSpectra Corporation
Employees' Stock Purchase Plan and ThermoSpectra/Park Scientific
Instruments Corporation 1988 Incentive Stock Option Plan.
I or a member of my legal staff have reviewed the corporate
proceedings taken by the Company with respect to the authorization of the
issuance of the Shares. I or a member of my legal staff have also examined
and relied upon originals or copies, certified or otherwise authenticated
to my satisfaction, of all corporate records, documents, agreements or
other instruments of the Company and have made all investigations of law
and have discussed with the Company's representatives all questions of fact
that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing and
in corporate good standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the
Registration Statement have been duly authorized by the Company.
3. The Shares, when issued and sold in accordance with the
provisions of the applicable Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
Exhibit 23.1
Consent of Independent Public Accountants
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As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 for
the ThermoSpectra Corporation Employee Stock Purchase Plan and
ThermoSpectra - Park Scientific Instruments Corporation 1988 Incentive
Stock Plan of our reports dated February 11, 1997, (except with respect
to certain matters discussed in Note 13, as to which the date is March
12, 1997) included in or incorporated by reference into ThermoSpectra
Corporation's Annual Report on Form 10-K for the year ended December 28,
1996, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
March 31, 1997
