As filed with the Securities and Exchange Commission on July 6, 1994.
Registration No. 033-
_____________________________________________________________________________
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)
EQUITY INCENTIVE 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
_____________________________________________________________________________
Title of Proposed Proposed
securities Amount to Maximum Maximum Amount of
to be be Offering aggregate registration
registered registered Price Per offering price fee
Share
Common
Stock, $1.00 2,000,000 $37.625(1) $75,250,000(1) $25,949(1)
par value
per share
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of the
Registrant's Common Stock as may be issuable in connection with adjustments
under the Registrant's Equity Incentive Plan to reflect certain changes in
the Registrant's capital structure, including stock dividends or stock
split-ups.
(1) 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 2,000,000 shares and (2) the average of the high and low sales
prices, $38 and $37 1/4, respectively, of the Registrant's Common Stock
on the New York Stock Exchange on July 1, 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 Equity Incentive 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").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is 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 files 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 1, 1994.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 1994.
(c) 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 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.
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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.
Article Thirteenth of the Registrant's Amended and Restated Certificate
of Incorporation 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 Amended and Restated Certificate of
Incorporation 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 Amended
and Restated Certificate of Incorporation 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.
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Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
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.
(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 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
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relating to the securities offered herein, and the offering of such
securities at that time shall 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 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 28th day of June, 1994.
THERMO ELECTRON CORPORATION
By: 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
George N. Hatsopoulos Board of Directors June 28, 1994
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George N. Hatsopoulos
Executive Vice President
John N. Hatsopoulos and Chief Financial Officer June 28, 1994
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John N. Hatsopoulos
Vice President, Finance
Paul F. Kelleher (Chief Accounting Officer) June 28, 1994
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Paul F. Kelleher
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Signature Title Date
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John M. Albertine Director June 28, 1994
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John M. Albertine
Peter O. Crisp Director June 28, 1994
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Peter O. Crisp
Elias P. Gyftopoulos Director June 28, 1994
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Elias P. Gyftopoulos
Frank Jungers Director June 28, 1994
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Frank Jungers
Robert A. McCabe Director June 28, 1994
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Robert A. McCabe
Frank E. Morris Director June 28, 1994
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Frank E. Morris
Donald E. Noble Director June 28, 1994
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Donald E. Noble
Hutham S. Olayan Director June 28, 1994
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Hutham S. Olayan
Roger D. Wellington Director June 28, 1994
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Roger D. Wellington
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EXHIBIT INDEX
Exhibit
Number Description Page
------ ----------- ----
4.1 Amended and Restated Certificate of
Incorporation of the Registrant (incor-
porated herein by reference Exhibit 4.1
to the Registrant's Registration
Statement on Form S-8 (File No. 033-54347)).
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 (incorpo-
rated 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. 10
23.1 Consent of Arthur Andersen & Co. 12
23.3 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (see pages 7 and 8 of
this Registration Statement).
Exhibit 5.1
THERMO ELECTRON CORPORATION
81 Wyman Street
Waltham, Massachusetts 02254
June 28, 1994
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8 Relating to
2,000,000 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
2,000,000 shares of the Company's Common Stock, $1.00 par value
per share (the "Shares").
I or a member of my 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
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 Equity Incentive
Plan will be validly issued, fully paid and nonassessable.
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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
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 17, 1994 included in Thermo Electron
Corporation's Annual Report on Form 10-K for the year ended
January 1, 1994.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts
