THERMOSPECTRA CORP
8-K, 1998-09-29
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                       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):

                               September 29, 1998

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


                            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)



<PAGE>


      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
ThermoSpectra  Corporation'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;   ThermoSpectra'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 September 29, 1998, ThermoSpectra Corporation  ("ThermoSpectra") issued
a press release  announcing  that it will record  approximately  $5.4 million in
pretax  restructuring and other charges in the third quarter,  ending October 3,
1998.  ThermoSpectra will incur approximately $3.5 million in severance expenses
resulting  from a reduction in its  workforce of  approximately  17 percent (220
employees). In addition, ThermoSpectra will record approximately $1.9 million of
charges,  primarily consisting of inventory write-downs relating to discontinued
products.  These  charges  will reduce third  quarter 1998 diluted  earnings per
share by  approximately  $.21.  ThermoSpectra  estimates that these actions will
result in 1999 operating savings of approximately $11 million.


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.



<PAGE>




                                    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 29th day of September, 1998.



                                          THERMOSPECTRA CORPORATION



                                          By: /s/ Kenneth J. Apicerno
                                             Kenneth J. Apicerno
                                             Treasurer











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