THERMOSPECTRA CORP
POS AM, 1998-09-04
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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   As filed with the Securities and Exchange Commission on September 4, 1998

                            Registration No. 33-99110

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-3
                         Post-Effective Amendment No. 4
                                       To
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                            ThermoSpectra Corporation
               (Exact name of registrant as specified in charter)

      Delaware                                               04-3242970
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                        Identification Number)


                                 81 Wyman Street
                                  P.O. Box 9046
                        Waltham, Massachusetts 02454-9046
                                 (781) 622-1000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          Sandra L. Lambert, Secretary
                            ThermoSpectra Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                  P.O. Box 9046
                        Waltham, Massachusetts 02454-9046
                                 (781) 622-1000
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copies to:
                             Seth H. Hoogasian, Esq.
                                 General Counsel
                            ThermoSpectra Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                  P.O. Box 9046
                        Waltham, Massachusetts 02454-9046
                                 (781) 622-1000
                            ----------------------


<PAGE>


      Approximate  date of commencement  of proposed sale to public:  As soon as
practicable after the Registration Statement has become effective.

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

      If this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act of 1933,  check the following
box and list the Securities  Act  registration  statement  number of the earlier
effective registration statement for the same offering. [ ]

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under  the  Securities  Act of  1933,  check  the  following  box and  list  the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]

                            ----------------------


      This  post-effective  amendment removes from registration 45,500 shares of
ThermoSpectra  Corporation's  common  stock,  $.01 par  value per  share,  which
remained unsold as of the date of the filing of this  post-effective  amendment.
The registration is hereby terminated.

<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act, the Registrant has
duly caused this  Post-Effective  Amendment No. 4 to  Registration  Statement on
Form  S-3  to be  signed  on  its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of Waltham, Massachusetts, on this 4th day of September,
1998.

                                 THERMOSPECTRA CORPORATION


                                 By:  /s/ Barry S. Howe
                                      Barry S. Howe
                                      President and Chief Executive Officer


Signature                        Title                         Date
- ---------                        -----                         ----
                                 Chief Executive Officer,      September 4,
/s/ Barry S. Howe                President and Director        1998
Barry S. Howe                    (Principal Executive Officer)


/s/ John N. Hatsopoulos*         Chief Financial Officer and   September 4,
John N. Hatsopoulos              Senior Vice President         1998
                                 (Principal Financial Officer)

/s/ Paul F. Kelleher*            Chief Accounting Officer      September 4,
Paul F. Kelleher                 (Principal Accounting         1998
                                    Officer)

____________________             Director                      September 4,
Robert E. Finnigan                                             1998

/s/ Elias P. Gyftopoulos*        Director                      September 4,
Elias P. Gyftopoulos                                           1998

/s/ Earl R. Lewis*               Director                      September 4,
Earl R. Lewis                                                  1998

/s/ Theo Melas-Kyriazi*          Director                      September 4,
Theo Melas-Kyriazi                                             1998

/s/ Arvin H. Smith*              Director                      September 4,
Arvin H. Smith                                                 1998

*By: /s/ Seth H. Hoogasian
    Seth H. Hoogasian
    Attorney-in-Fact




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