As filed with the Securities and Exchange Commission on
June 17, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
__________________
Delaware 0-2209186
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
81 Wyman Street
P.O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Sandra L. Lambert, Secretary
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire Edwin L. Miller, Jr., Esquire
General Counsel Testa, Hurwitz & Thibeault
Thermo Electron Corporation Exchange Place
81 Wyman Street 53 State Street
P.O. Box 9046 Boston, Massachusetts 02109
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [ x ]
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Amount of
class of be maximum maximum registration
securities to Registered offering aggregate fee
be registered price offering price
per (1)
share
(1)
Common Stock, 7,301,588 $ 39.94 $291,625,424.72 $100,560.49
$1.00 par value shs.
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the
Securities Act of 1933 based upon the average of the high
and low prices of the Common Stock on the New York Stock
Exchange on June 14, 1994.
_________________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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P R O S P E C T U S
7,301,588 SHARES
THERMO ELECTRON CORPORATION
Common Stock
PAR VALUE $1.00 Per Share
____________________
This Prospectus relates to the resale of 7,301,588 shares
(the "Shares") of Common Stock, par value $1.00 per share (the
"Common Stock"), of Thermo Electron Corporation (the "Company")
issuable upon conversion of the Company's outstanding 5% Senior
Convertible Debentures due 2001 (the "Debentures"). The
Debentures are convertible, at the option of the holder, at a
conversion price of $47.25 per share, subject to adjustment for
certain events. The Shares may be offered from time to time in
transactions on the New York Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. Such transactions may be effected by the sale of the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the sellers and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The
sellers of the Shares and any broker-dealer who acts in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and any commission
received by them and profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
None of the proceeds from the sale of the Shares will be
received by the Company. The Company has agreed to bear all
expenses (other than underwriting discounts and selling
commissions, and fees and expenses of counsel or other advisors
to the sellers of the Shares) in connection with the registration
and sale of the Shares being registered hereby. The Company has
agreed to indemnify the sellers of the Shares against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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______________________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any offer to buy any
security other than the securities covered by this Prospectus,
nor does it constitute an offer to or solicitation of any person
in any jurisdiction in which such offer or solicitation may not
be lawfully made.
_____________________
June 17, 1994
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AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its regional offices located at 500
West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is listed on
the New York Stock Exchange (the "NYSE"), and the reports, proxy
statements and other information filed by the Company with the
Commission can be inspected at the office of the NYSE, 20 Broad
Street, New York, New York 10005.
This Prospectus, which constitutes part of a registration
statement (herein, together with all exhibits thereto, referred
to as the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933 (the "Securities
Act"), omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement for further information with respect to
the Company and the securities offered hereby. Statements
contained herein concerning provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the applicable document
filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents.
Requests for such copies should be directed to: Sandra L.
Lambert, Secretary, Thermo Electron Corporation, 81 Wyman Street,
P.O. Box 9046, Waltham, Massachusetts 02254-9046 (telephone
number: (617-622-1000).
TABLE OF CONTENTS
Available Information ...................................... 2
The Company ................................................ 3
Incorporation of Documents by Reference .................... 3
Legal Opinion .............................................. 3
Experts .................................................... 4
2
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THE COMPANY
The Company develops, manufactures and markets analytical
and environmental-monitoring instruments, alternative-energy
systems, industrial process equipment, biomedical products and
various devices based on advanced technologies. The Company also
provides metallurgical heat-treating, environmental engineering
and analytical laboratory services. The Company conducts its
business through its divisions and wholly owned subsidiaries, as
well as majority-owned subsidiaries that are partially owned by
the public or by private investors.
The Company, a Delaware corporation, was incorporated in
1956, completed its initial public offering in 1967 and was
listed on the New York Stock Exchange in 1980. The principal
executive office of the Company is located at 81 Wyman Street,
Waltham, Massachusetts 02254-9046 (telephone 617-622-1000).
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 2, 1994.
(3) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as amended.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the termination of this offering shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such reports and documents.
Statements in documents incorporated by reference herein
shall be deemed modified by statements herein. Statements so
modified shall constitute part of this Prospectus only as so
modified.
LEGAL OPINION
Certain legal matters relating to the Shares of Common Stock
have been passed upon for the Company by Seth H. Hoogasian,
General Counsel of the Company. Mr. Hoogasian owns or has the
right to acquire 33,623 shares of Common Stock and 113,000
shares of the common stock of the Company's subsidiaries.
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EXPERTS
The financial statements and schedules of the Company for
the year ended January 1, 1994, incorporated by reference in this
Registration Statement, have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in
reliance upon the reports of said firm and the authority of said
firm as experts in giving said reports.
4
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses (other than the underwriting discount) incurred by the
Company in connection with the issuance and distribution of the securities
being registered (including the securities which may be issued pursuant to
an over-allotment option) are as follows:
Amount*
-------
Securities and Exchange Commission Registration Fee $100,560
New York Stock Exchange Listing Fee ................. 25,650
Legal Fees and expenses ............................. 1,000
Accounting fees and expenses ........................ 1,000
Miscellaneous ....................................... 1,760
Total ............................................$130,000
_______________
* All amounts are estimated except the Securities and Exchange
Commission fee and the New York Stock Exchange listing fee.
Item 15. Indemnification of Directors and Officers.
(a) Section 145 of the General Corporation Law of the State of
Delaware (Chapter 1, Title 8, Delaware Code of 1953) provides as follows:
"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding 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
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
---- ----------
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and,
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with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit 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 corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
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upon such terms and conditions, if any, as the board of directors
deems appropriate.
"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under this section.
"(h) For purposes of this section, references to 'the
corporation' shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.
"(i) For purposes of this section, references to 'other
enterprises' shall include employee benefit plans; references to
'fines' shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to 'serving at
the request of the corporation' shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner 'not opposed to the best interests of the
corporation' as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
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the benefit of the heirs, executors and administrators of such a
person."
(b) Section Seven of Article NINTH of the Registrant's Restated
Certificate of Incorporation provides as follows:
"(a) The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (except as otherwise
provided herein) by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding 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 Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful.
"(b) In the case of any action or suit by or in the right of the
Corporation to procure a judgment in its favor, no indemnification
shall be made (i) except for expenses (including attorneys' fees) or
(ii) in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
"(c) To the extent that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b). Such determination shall be
made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
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"(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this
section.
"(f) The indemnification and advancement of expenses provided by
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person."
(c) Article THIRTEENTH of the Registrant's Restated Certificate of
Incorporation provides as follows:
"No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision
shall not eliminate or limit the liability of a director to the extent
provided by applicable law (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit. The
foregoing provisions of this Article shall not eliminate the liability
of a director for any act or omission occurring prior to the date on
with this Article becomes effective. No amendment to or repeal of
this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with
respect to any act of omissions of such director occurring prior to
such amendment or repeal."
(d) The Registrant has an insurance policy issued by the Chubb Group
which insures the directors and officers of the Registrant against certain
liabilities which might be incurred in connection with the performance of
their duties.
(e) The Registrant has indemnification agreements with its directors
and officers that provide the maximum indemnification allowed by law.
Item 16. Exhibits.
See the Exhibit Index included immediately preceding the exhibits to
this Registration Statement.
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Item 17. 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 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 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 1993, 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 post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
(b) The undersigned Registrant 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 therein, and the
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offering of such securities at that time shall be deemed to 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 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-3 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 the 15th day of June, 1994.
THERMO ELECTRON CORPORATION
By: /s/ George N. Hatsopoulos
-------------------------
George N. Hatsopoulos
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John N. Hatsopoulos, Paul F.
Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Theo Melas-Kyriazi, and
each of them, as his true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full
power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ George N. Hatsopoulos Chairman of the Board, June 15, 1994
-------------------------
George N. Hatsopoulos President, Chief
Executive Officer and
Director
/s/ John N. Hatsopolous Executive Vice President June 15, 1994
-----------------------
John N. Hatsopolous and Chief Financial
Officer (principal
financial officer)
/s/ Paul F. Kelleher Vice President, Finance June 15, 1994
--------------------
Paul F. Kelleher (principal accounting
officer)
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/s/ John M. Albertine Director June 15, 1994
---------------------
John M. Albertine
/s/ Peter O. Crisp Director June 15. 1994
------------------
Peter O. Crisp
/s/ Elias P. Gyftopoulos Director June 15, 1994
------------------------
Elias P. Gyftopoulos
/s/ Frank Jungers Director June 15, 1994
-----------------
Frank Jungers
/s/ Robert A. McCabe Director June 15, 1994
--------------------
Robert A. McCabe
/s/ Frank E. Morris Director June 15, 1994
-------------------
Frank E. Morris
/s/ Donald E. Noble Director June 15, 1994
-------------------
Donald E. Noble
/s/ Hutham S. Olayan Director June 15, 1994
--------------------
Hutham S. Olayan
/s/ Roger D. Wellington Director June 15, 1994
-----------------------
Roger D. Wellington
II-9
PAGE
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description of Exhibit Sequential Page No.
----------- ---------------------- -------------------
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
25 Power of Attorney (see page II -
6 of this Registration Statement)
June 15, 1994
VIA FEDERAL EXPRESS
-------------------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3 Relating to 7,301,588
Shares of Common Stock, Par Value $1.00 Per Share, of
Thermo Electron Corporation
----------------------------
Dear Sirs:
I am General Counsel to Thermo Electron Corporation (the "Company")
and have acted as counsel in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), on Form S-3 of 7,301,588
shares of the Company's Common Stock, par value $.1.00 per share (the
"Shares"), which may from time to time be sold by certain selling
shareholders of the Company after conversion of certain Debentures dated
April 15, 1994 (the "Debentures").
I or members 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 members of my staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to our
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 as
deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized by the Company and when issued pursuant to
the terms of the Debentures will be validly issued, fully paid and
non-assessable.
Pursuant to the requirements of the Act, I hereby consent to the
filing of this opinion as Exhibit 5 to the Registration Statement,
including any amendments thereto, and to the use of my name under the
caption "Legal Opinion" in the prospectus constituting a part thereof.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Thermo Electron Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference of our reports dated February 17, 1994
incorporated by reference in Thermo Electron Corporation's Form
10-K for the year ended January 1, 1994 and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen & Co.
---------------------
Arthur Andersen & Co.
Boston, Massachusetts,
June 15, 1994
