SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 10, 1998
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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
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
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This Form 8-K 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 heading "Forward-looking Statements" in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the year ended January 3, 1998.
These include risks and uncertainties relating to: market growth, the impact of
technological change, significant international operations, increased
competition, the Registrant's acquisition strategy, dependence on the
semiconductor industry, the protection, defense, and use of intellectual
property, and the potential impact of the year 2000 on processing date-sensitive
information.
Item 5. Other Events
On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's parent corporation, issued a press release regarding an update to
the proposed corporate reorganization, announced on August 12, 1998, involving
certain of Thermo Electron's subsidiaries, including the Registrant.
The press release stated, among other things, that the Registrant, a
majority-owned, publicly traded subsidiary of Thermo Instrument Systems Inc.
("Thermo Instrument"), will be taken private and become a wholly owned
subsidiary of Thermo Instrument, as previously announced. Stockholders of the
Registrant will receive cash in exchange for their shares of common stock of the
Registrant.
The completion of this transaction is subject to numerous conditions,
including the establishment of a price; confirmation of anticipated tax
consequences; the approval of the Board of Directors of Thermo Instrument; the
negotiation and execution of a definitive merger agreement; the receipt of a
fairness opinion from an investment banking firm that the transaction is fair to
the Registrant's shareholders (other than Thermo Instrument and Thermo Electron)
from a financial point of view; the approval of the Registrant's Board of
Directors (including the independent directors); and clearance by the Securities
and Exchange Commission of any necessary documents regarding the proposed
transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
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SIGNATURE
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 10th day of December, 1998.
THERMOSPECTRA CORPORATION
By:/s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
