As filed with the Securities and Exchange Commission on February 10, 1994.
Registration No. 33-_________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
_______________
DELAWARE 04-2209186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of Principal Executive Offices) (Zip Code)
THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
(Full Title of Plan)
Sandra L. Lambert, Secretary
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(Name and Address of Agent for Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering aggregate Amount of
Title of securities Amount to be Price Per offering price registration
to be registered registered Share fee
Common Stock, $1.00
par value per share 600,000 (1) $41.625 (2) $24,975,000 (2) $8,613.00 (2)
In addition, pursuant to Rule 416(c) 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 plan described herein and an
indeterminate number of shares of the Registrant's Common Stock as may be
issuable in connection with adjustments under such plan to reflect certain
changes in the Registrant's capital structure, including stock dividends or
stock split-ups.
(1) The number of shares of Common Stock which will actually be issued
under the Plan cannot be determined at this time, as the number of
shares of Common Stock purchased by the Plan Administrator pursuant to
the Plan will depend on the amount of contributions to be used to
purchase shares of the Registrant's Common Stock in the open market
and the prevailing market prices.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(g) under the Securities
Act of 1933. The calculation of the proposed maximum aggregate
offering price has been based upon (1) the registration hereunder of
an aggregate of 600,000 shares and (2) the average of the high and low
sales prices, $42.25 and $41.00, respectively, of the Registrant's
Common Stock on the New York Stock Exchange on February 7, 1994 as
reported in The Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the MoneyMatch Plus Plan (the "Plan") of Thermo Electron
Corporation (the "Registrant" or the "Company") pursuant to Rule 428(b) (1)
under the Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant and the Plan are subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993.
(b) The Plan's Annual Report Form 11-K for the plan year ended December
31, 1992.
(c) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
April 3, 1993, for the quarter ended July 3, 1993 and for the quarter
ended October 2, 1993.
(d) The Registrant's Current Report on Form 8-K, as amended, reporting the
acquisition of Spectra-Physics Analytical by Thermo Instrument Systems
Inc. on February 26, 1993.
(e) The description of the Registrant's Common Stock, contained in the
Registrant's Registration Statement on Form 8-A, as amended, and the
description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A, as
amended.
All reports or proxy statements filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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 a
full-time employee of the Company and owns or has the right to acquire, pursuant
to the exercise of stock options, shares of the Common Stock of the Company and
of certain of its subsidiaries, the fair market value of which exceeds $50,000.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, gives Delaware corporations the power to indemnify each of their
present and former directors or officers under certain circumstances, if such
person acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
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Article Thirteenth of the Registrant's Restated Certificate of
Incorporation, as amended, provides that no director of the Registrant shall be
liable for any breach of fiduciary duty, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article Ninth of the Registrant's Restated Certificate of Incorporation, as
amended, provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than action by or in the right of
the Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director of officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses may be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses. Indemnification shall be made by the Registrant (unless ordered
by a court) only upon a determination that the applicable standard of conduct
required for indemnification has been met. Article Ninth of the Registrant's
Restated Certificate of Incorporation, as amended, further provides that the
indemnification provided therein is not exclusive. The Registrant has
indemnification agreements with its directors and officers that provide for the
maximum indemnification allowed by law.
The Registrant maintains officers' and directors' insurance covering
certain liabilities that may be incurred by officers and directors in the
performance of their duties.
Item 7. Exemption of Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference. The Company has obtained a favorable
determination from the Internal Revenue Service (the "IRS") for the Plan. The
Company undertakes to submit any amendments to the Plan to the IRS in a timely
manner and to make all changes required by the IRS in order to qualify the Plan
under the Employee Retirement Income Security Act of 1974, as amended, and
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended.
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Item 9. Undertakings.
(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 in 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;
(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.
(1) 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.
(2) 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.
(a) The undersigned 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 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 herein, and the
offering of such securities at that time shall be the initial
bona fide offering thereof.
(b) 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
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<PAGE>
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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, Commonwealth of Massachusetts, on this 9th
day of February, 1994.
THERMO ELECTRON CORPORATION
By: /s/ George N. Hatsopoulos
-------------------------
George N. Hatsopoulos, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Electron
Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Theo
Melas-Kyriazi, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
President, Chief
Executive Officer,
Chairman of the Board and
/s/ George N. Hatsopoulos Director February 9, 1994
George N. Hatsopoulos
Executive Vice President
and Chief Financial
/s/ John N. Hatsopoulos Officer February 9, 1994
John N. Hatsopoulos
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Signature Title Date
Vice President, Finance
(Chief Accounting
/s/ Paul F. Kelleher Officer) February 9, 1994
Paul F. Kelleher
/s/ John M. Albertine Director February 9, 1994
John M. Albertine
/s/ Peter O. Crisp Director February 9, 1994
Peter O. Crisp
/s/ Elias P. Gyftopoulos Director February 9, 1994
Elias P. Gyftopoulos
/s/ Frank Jungers Director February 9, 1994
Frank Jungers
/s/ Robert A. McCabe Director February 9, 1994
Robert A. McCabe
/s/ Frank E. Morris Director February 9, 1994
Frank E. Morris
/s/ Donald E. Noble Director February 9, 1994
Donald E. Noble
Hutham S. Olayan Director February --, 1994
/s/ Roger D. Wellington Director February 9, 1994
Roger D. Wellington
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on the 9th day of February, 1994.
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Thermo Electron Corporation MoneyMatch Plus Plan
By: Thermo Electron Corporation,
Plan Administrator
By: /s/ Theo Melas-Kyriazi
--------------------------------
Printed Name: Theo Melas-Kyriazi
----------------------
Title: Treasurer
-----------------------------
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EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Restated Certificate of Incorporation, as amended,
of the Registrant (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-3 (Commission File No.
33-64324).
4.2 By-Laws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
January 2, 1988).
4.3 Rights Agreement dated as of May 4, 1988 between the
Registrant and The First National Bank of Boston, as
Rights Agent (incorporated herein by reference to
Exhibit 1 to the Form 8-A filed with the Commission
on May 17, 1988).
5.1 Opinion of Seth H. Hoogasian, Esq. 12
23.1 Consent of Arthur Andersen & Co. 13
23.2 Consent of Arthur Andersen & Co. 14
23.3 Consent of Coopers & Lybrand 15
23.3 Consent of Seth H. Hoogasian, Esq.(contained in his
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (see pages 8 and 9 of this
Registration Statement).
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Exhibit 5.1
February 9, 1994
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8 Relating to 600,000 Shares of the
Common Stock, $1.00 par value, of Thermo Electron Corporation
Dear Sirs:
I am General Counsel to Thermo Electron 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 600,000 shares of the Company's Common Stock, $1.00 par value
per share (the "Shares").
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 Thermo Electron Corporation MoneyMatch Plus Plan will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/mj
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 12,
1993 (except with respect to the matters discussed in Note 12 as to which the
date is February 26, 1993) included in Thermo Electron Corporation's Annual
Report on Form 10-K for the year ended January 2, 1993.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts
February 7, 1994
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated May 27, 1993
included in Thermo Electron Corporation MoneyMatch Plus Plan's Annual Report on
Form 11-K for the year ended December 31, 1992.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts
February 7, 1994
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Themo Electron Corporation on Form S-8 of our report dated March 22, 1993, on
our audit of the financial statements of Spectra-Physics Analytical as of
December 31, 1992 and for the year then ended.
COOPERS & LYBRAND
San Jose, California
February 7, 1994
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February 11, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Thermo Electron Corporation
Registration Statement on Form S-8
Thermo Electron Corporation MoneyMatch Plus Plan
Ladies and Gentlemen:
On behalf of Thermo Electron Corporation (the "Company"), transmitted
herewith through the EDGAR system is the Company's Registration Statement on
Form S-8 with respect to 600,000 shares of the Company's common stock, $1.00 par
value per share, which may be offered and sold pursuant to the Thermo Electron
Corporation MoneyMatch Plus Plan.
The filing fee for this Registration Statement has been transferred by wire
to the Securities and Exchange Commission's account number 910-8739 at the
Mellon Bank in Pittsburgh. The bankers were instructed to note that the
Company's IRS identification number is 04-2209186, that its Central Index Key
(CIK) is 097745, that its SEC filing fees account number is RFB = 0000097745,
and that the payment was intended as the filing fee for this Registration
Statement.
If you have any questions, please contact me at (617) 622-1170.
Thank you very much.
Very truly yours,
Carl F. Barnes
Associate General Counsel
CFB:cci
