THERMO ELECTRON CORP
POS AM, 1995-08-18
MEASURING & CONTROLLING DEVICES, NEC
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              As filed with the Securities and Exchange Commission
                               on August 18, 1995
                                                Registration No. 33-59544

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         Post-effective Amendment No. 2
                                    Form S-3
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933

                           THERMO ELECTRON CORPORATION
               (Exact name of registrant as specified in charter)

             Delaware                           04-2209186 
         (State or other jurisdiction           (IRS Employer
        of incorporation or organization)        Identification Number)

                                 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, Massachusetts 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, Esq.
                                 General Counsel
                           Thermo Electron Corporation
                         81 Wyman Street, P.O. Box 9046
                       Waltham, Massachusetts  02254-9046
                                 (617) 622-1000
PAGE
<PAGE>





        Approximate date of commencement of proposed sale to public:
        From time to time after this Registration Statement is declared
        effective.

             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]

             If this Form is filed to register additional securities for
        an offering pursuant to Rule 462(b) under the Securities Act,
        please check the following box and list the Securities Act
        registration statement number of the earlier effective
        registration statement for the same offering.    [   ]

             If this Form is a post-effective amendment filed pursuant to
        Rule 462(c) under the Securities Act, check the following box and
        list the Securities Act registration statement number of the
        earlier effective registration statement for the same offering.
        [   ]

             If delivery of the prospectus is expected to be made
        pursuant to Rule 434, please check the following box.  [   ]

             This post-effective amendment removes from registration any
        of the securities which remained unsold as of the date of the
        filing of this post-effective amendment.  The registration is
        hereby terminated.
PAGE
<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-3 and has duly caused this Amendment to be signed on its behalf
        by the undersigned, thereunto duly authorized, in the City of
        Waltham, Commonwealth of Massachusetts, on August 17, 1995.

                                           THERMO ELECTRON CORPORATION


                                           By: /s/ George N. Hatsopoulos
                                               -------------------------
                                                  George N. Hatsopoulos  
                                                  President and 
                                                  Chief Executive Officer


             Pursuant to the requirements of the Securities Act of 1933,
        this Amendment on Form S-3 of Thermo Electron Corporation has
        been signed below by the following persons in the capacities and
        on the dates indicated:

               Signature                   Title               Date
               ---------                   -----               ----


        George N. Hatsopoulos*  President and Chief        August 17,
        ------------------------
                                Executive                  1995
        -
        George N. Hatsopoulos   Officer (principal
                                executive officer) and
                                Director


        John N. Hatsopoulos*    Executive Vice President    August 17,
        ------------------------
                                and Chief Financial            1995
        --
        John N. Hatsopoulos     Officer  (principal
                                financial officer)

        Paul F. Kelleher*       Chief Accounting Officer    August 17,
        ------------------------
                                (principal accounting          1995
        --
        Paul F. Kelleher        officer)


                                Director
        ------------------------

        -
        Jack M. Albertine 


        Peter O. Crisp*         Director                    August 17,
        ------------------------
                                                               1995
        -
        Peter O. Crisp
PAGE
<PAGE>





        Elias P. Gyftopoulos*   Director                    August 17,
        ------------------------
                                                               1995
        -
        Elias P. Gyftopoulos


        Frank Jungers*          Director                    August 17,
        ------------------------
                                                               1995
        Frank Jungers


                                Director
        ------------------------
        Robert A. McCabe

        Frank E. Morris*        Director                    August 17,
        ------------------------
        Frank E. Morris                                        1995


        Donald E. Noble*        Director                    August 17,
        ------------------------
        Donald E. Noble                                        1995


        Hutham S. Olayan*       Director                    August 17,
        ------------------------
        Hutham S. Olayan                                       1995

        Roger D. Wellington*    Director                    August 17,
        ------------------------
        Roger D. Wellington                                    1995



        __________________

        *    The undersigned, Sandra L. Lambert, by signing her name
        hereto, does hereby execute this Amendment to Registration
        Statement on behalf of each of the above-named persons pursuant
        to powers of attorney executed by such persons and filed with the
        Securities and Exchange Commission.



                                           /s/ Sandra L. Lambert
                                           ------------------------
                                           Sandra L. Lambert
                                           Attorney-in-Fact





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